                                                                            FILED
                                                                            15-0674
                                                                            11/16/2015 2:17:39 PM
                                                                            tex-7866695
                                                                            SUPREME COURT OF TEXAS
                                                                            BLAKE A. HAWTHORNE, CLERK

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      Real Party In Interest files this Appendix to their Response to Petition for

Writ of Mandamus . The Court is requested to consider the following attachments:

      Exhibit 1:   Affidavit of Greg C. Noschese ( R.P. Appx. 003-006)

      Exhibit 2:   Defendant's Original Answer (R.P. Appx. 007-009)
      Exhibit 3:   Defendant's Counterclaim Against Clayco, Inc. (R.P. Appx.
                   010-191)

      Exhibit 4:   Respondents' Objections, Reservation of Rights and, Subject to
                   and Without Waiver of the Same, Their Answering Statement
                   (R.P. Appx. 192-199)

      Exhibit 5:   Order Partially Granting and Partially Denying Respondents'
                   Motion to Dismiss on Statutes of Limitations (R.P. Appx. 200-
                   204)

      Exhibit 6:   Plaintiffs' Original Petition (R.P. Appx. 205-303)



                                                                                       1



R.P. Appx. 001
     Exhibit 7:   Order on Plaintiffs' Application to Stay Arbitration (R.P. Appx.
                  304)

     Exhibit 8:   Order Denying Plaintiffs' Application          for   Temporary
                  Restraining Order (R.P. Appx. 305)

     Exhibit 9:   Defendant Intellicenter Dallas Investment LLP's Motion to
                  Compel Arbitration (R.P. Appx. 306-311)

     Exhibit 10: Defendant Intellicenter Dallas Investments LLP's Response to
                 Plaintiff's Application to Stay Arbitration (R.P. Appx. 312-410)

     Exhibit 11: Texas Board of Architectural Examiners Public Information
                 results regarding Hans Hecker (R.P. Appx. 411)

     Exhibit 12: Texas Board of Architectural Examiners Public Information
                 results regarding Clayco, Inc. (R.P. Appx. 412-413)




                                                                                2



R.P. Appx. 002
                                     No. I S-0674
                                        In the
                                Supreme Court of Texas


                                        §    Origi.nal Proceeding
                                        §
In re Forum Studio, I nc.               §
and Clayco, Inc.,                       §    From tbe 1601h District Cour t
                  Relators.             §
                                        §
                                        §    Of Dallas County, Texas


                            Affidavit of Greg C. Noscbese


STATEOFTEXAS                      §
                                  §
COUNTY OF DALLAS                  §

       BEFORE ME, the undersigned Notary Public, on this day appeared Greg C.

Noschese, who is personally known by me, and after first being duly sworn

according to law upon his oath, deposed and said:

       1.     "My nan1e is Greg C. Noschese. I am over eighteen years of age, am

of sound mind and am competent to make this affidavit. The facts stated herein are

within my personal knowledge and are all true and correct.

       2.     1 am an attorney licensed to practice Jaw in the State of Texas. I am

an attorney of record for Intellicenter Dallas Investments LLP, the Real Party in

Interest in this proceeding and in the underlying proceeding before Respondent.



Affidavit of Greg C. Noschese
R.P. Appx. 003
       3.     The following documents, which are being presented as Exhibits to

the Court in the Appendix to the Response to Petition for Writ of Mandamus, are

true and correct copies of the original documents filed in the underlying trial court

and arbitration proceedings:

              Exhibit 2- Defendant's Original Answer (Cause No. DC-15-020 18);

              Exhibit 3 -Defendant's CountercJaim Against Clayco, Inc. (Cause No.
              DC-15-020 18);

              Exhibit 4 - Respondents' Objections, Reservation of Rights and,
              Subject to and Without Waiver of the Same, Their Answering
              Statement (AAA Case No. 01- 14-0001-0249);

              Exhibit 5 - Order Partially Granting and Partially Denying
              Respondents' Motion to Dismiss on Statutes of Limitations (AAA
              Case No. 01-14-0001-0249);

              Exhibit 6 - Plaintiffs' Original Petition (Cause No. DC-15-02018);

              Exhibit 7 - Order on Plaintiffs' Application to Stay Arbitration (Cause
              No. DC-15-02018);

              Exhibit 8 - Order Denying Plaintiffs' Application for Temporary
              Restraining Order (Cause No. DC-15-020 18);

              Exhibit 9 - Defendant Intellicenter Dallas Investment LLP's Motion to
              Compel Arbitration (Cause No. DC-15-02018); and

              Exhibit 10 - Defendant Intellicenter Dallas Investments LLP's
              Response to Plaintiffs Application to Stay Arbitration (Cause No.
              DC-15-020 18).

       4.     The following docwnents, which are being presented as Exhibits to

the Court in the Appendix to the Response to Petition for Writ of Mandamus, are


Affidavit of Greg C. Noschese             2
R.P. Appx. 004
true and correct print-outs of the information via the Internet obtained from the

official website of the Texas Board of Architectural Examiners:

              Exhibit II - Texas Board of Architectural Examjners Public
              Information License Search Results regarding Hans Hecker; and

              Exhibit 12 - Texas Board of Architectural Examiners Public
              Information License Search Results regarding Clayco, Inc.

Further affiant sayeth not."




Affidavit of Greg C. Noschese           3
R.P. Appx. 005
                                                                             -
     SUBSCRIBED AND SWORN TO BEFORE ME, on this the 16ih day of
November 2015.


                                              ~C1~LD (~J{ib=l_
                                              Sharon D. Blackstock
                                              Notary Public in and for the
                                              State of Texas
My Commission Expires:

01-21-19



                  SHAROND. BlACKSTOCK
                  My Commfeilon Expjtue
           •           January 21, 2018




Affidavil of Greg C. Noschese             4
R.P.  Appx.
6672351v.1       006
           5554/38
                                                                                                                 FILED
                                                                                                     DALLAS COUNTY
                                                                                                   3/2/2015 4:05:16 PM
                                                                                                         FELICIA PITRE
                                                                                                       DISTRICT CLERK

                                                                                                        Candace Tyler

                                             DC-15-02018

FORUM STUDIO, INC. and                              §            IN THE DISTRICT COURT
CLAYCO, INC.,                                       §
                                                    §
        Plaintiffs,                                 §
                                                    §
v.                                                  §            OF DALLAS COUNTY, TEXAS
                                                    §
INTELLICENTER DALLAS                                §
INVESTMENTS LLP,                                    §
                                                    §
        Defendants.                                 §            160TH JUDICIAL DISTRICT

                                DEFENDANT’S ORIGINAL ANSWER

        Intellicenter Dallas Investments LP (the “Defendant” or “Intellicenter”) files its answer to

Clacyo’s and Forum Studios’ Original Petition as follows:

                                                    I.

                                            General Denial

        1.       Intellicenter denies generally each and every, all and singular, the material

allegations contained in Plaintiffs’ Original Petition for Declaratory Relief and demand strict proof

thereof by a preponderance of the evidence.

Rule 54 Denial of Condition Precedent

        2.       Intellicenter hereby denies that Defendants have satisfied all conditions

precedent entitling them to the relief sought by their petition.

                                                    II.

                                         Affirmative Defenses

        3.       All or part of Plaintiffs’ claims are barred by waiver.

        4.       All or part of Plaintiffs’ claims are barred by estoppel.

        5.       All or part of Plaintiffs’ claims are barred by Texas Civil Practice and Remedies

Code Section 16.069.

        6.       All or part of Plaintiffs’ claims are barred by first material breach.

DEFENANT’S ORIGINAL ANSWER - Page 1

5990124v.1 5554/38


R.P. Appx. 007
        7.       All or part of Plaintiffs’ claims are barred by fraud.

        8.       All or part of Plaintiffs’ claims are barred by illegality.

        9.       All or part of Plaintiffs’ claims are barred by misrepresentation.

        WHEREFORE, PREMISES CONSIDERED, Defendant respectfully request that upon

trial or hearing of this matter, Plaintiffs take nothing by way of their causes of action, that

Defendant go hence with their costs, attorney’s fees and all other relief to which they may show

themselves justly entitled.

                                                          Respectfully submitted,

                                                          MUNSCH HARDT KOPF & HARR, P.C.


                                                          /s/ Greg C. Noschese _________________
                                                          Greg C. Noschese, SB No. 00797164
                                                          500 North Akard Street, Suite 3800
                                                          Dallas, Texas 75201-6659
                                                          (214)855-7500 (Telephone)
                                                          (214)855-7584 (Facsimile)
                                                          Email: gnoschese@munsch.com

                                                          ATTORNEYS FOR DEFENDANT




DEFENANT’S ORIGINAL ANSWER - Page 2

5990124v.1 5554/38


R.P. Appx. 008
                                 CERTIFICATE OF SERVICE

       I hereby certify that on this the 2nd day of March, 2015, a true and correct copy of the
foregoing instrument was served on the following by Eserve:

                                     Kenneth B. Chaiken
                                  CHAIKEN & CHAIKEN, PC
                               5801 Tennyson Pkwy, Suite 440
                                      Plano, TX 75024
                                       (214)265-0250
                                     (214)265-1537 (fax)
                              Email: kchaiken@chaikenlaw.com

                                      R. Thomas Avery
                              BLITZ, BARDGETT & DEUTSCH, LC
                            120 South Central Avenue, Suite 1650
                                 St. Louis, Missouri 63105
                                       (314)863-1500
                                    (314)863-1877 (Fax)
                                 Email: rtavery@bbdle.com


                                                   /s/ Greg C. Noschese _________________
                                                   Greg C. Noschese




DEFENANT’S ORIGINAL ANSWER - Page 3

5990124v.1 5554/38


R.P. Appx. 009
                                                                                                            FILED
                                                                                                DALLAS COUNTY
                                                                                              3/2/2015 4:05:16 PM
                                                                                                    FELICIA PITRE
                                                                                                  DISTRICT CLERK
                                                                                                   Candace Tyler

                                          DC-15-02018

FORUM STUDIO, INC. and                          §            IN THE DISTRICT COURT
CLAYCO, INC.,                                   §
                                                §
       Plaintiffs,                              §
                                                §
v.                                              §            OF DALLAS COUNTY, TEXAS
                                                §
INTELLICENTER DALLAS                            §
INVESTMENTS LLP,                                §
                                                §
       Defendants.                              §            160TH JUDICIAL DISTRICT

                     DEFENDANT’S COUNTERCLAIM AGAINST CLAYCO, INC.

       Intellicenter Dallas Investments LP (the “Defendant” or “Intellicenter”) files its

Counterclaim against Clacyo, Inc. as follows:

                                                I.

                                 Counterclaim Against Clayco

       1.      On or about May 19, 2006, Intellicenter Dallas Investments, LP contracted with

Clayco, Inc. ("Clayco") under a Design Build contract ("Design Build Contract") for the design

and construction of a 4 story speculative office building consisting of approximately 211,637

square feet located at 3701 Regent Boulevard, Irving Texas ("Project"). A true and correct copy

of the Design Build Contract is attached here to as Exhibit “A”.

       2.      Among other things, the Design Build Contract provided that the Clayco shall be

responsible to Intellicenter for acts and omissions of the Clayco’s employees, subcontractors

and their agents and employees, and other persons, including the project architect, engineers

and other design professionals, performing any portion of Clayco's obligations with respect to

the design of the Project. Clayco was also required to cause all architects, engineers and other

design professionals performing design work for the Project to maintain Professional Liability

Insurance having minimum limits of One Million Dollars ($1,000,000) per claim and in the

aggregate (including excess coverage) (claims made basis).          Such Professional Liability




R.P. Appx. 010
Insurance policies were required to (i) provide coverage for claims arising out of any act,

error, or omission with respect to the rendering of or failure to render design,

engineering, professional or architectural services by architects, engineers or other Design

Professionals (and their respective officers, directors, employees or agents) who may be

employed, engaged or otherwise utilized by Contractor to perform Contractor’s design,

engineering, architectural and professional duties, obligations and responsibilities under the

Contract Documents, (ii) include Owner, and its partners members, officers, directors,

employees, agents, successors and assigns as “additional insureds”, (iii) be written on an

occurrence basis and not on a claims-made basis, (iv) waive any rights of subrogation

against Owner and its partners, members, officers, directors, employees, agents, successors

and assigns, and (v) be written by an insurance company or compliance with a current A.M.

Best Company rating of A-/IX or better and be admitted to do business in the state where the

Land is located.   Contract General Conditions 11.1.4 (emphasis added).       Clayco was also

required to obtain a commercial general liability policy on a similar basis naming Owner as an

additional insured and providing coverage on an occurrence basis. Contract 15.1.7.

       3.     The Design Build Contract Documents included a specification manual which

required the elevated floor slabs to be designed for a 100lb live load with Code allowance

reductions. Clayco allegedly completed construction on March 6, 2007 as indicated in the

architect's certification under the Certificate of Substantial Completion. Throughout the course

of the Project, Clayco and its subcontractors, including, without limitation, the design

professionals repeatedly represented to Intellicenter that the Project was being built in

accordance with the Design Build Contract specifications.       Intellicenter relied upon these

representations in authorizing payments.

       4.     In September 2007, six months after Substantial Completion, the architect,

Forum Studio Inc. ("FS")., represented to Intellicenter that the Project was built in accordance




R.P. Appx. 011
with the plans and specifications.     A true and correct copy of the architect’s certificate is

attached hereto as Exhibit “B” (“Architect’s Certificate”). The Architect’s Certificate specifically

provided, “[w]e understand that you and the Venture are relying on this letter and that you or the

Venture may pursue a claim against us in the event that you or the Venture has any loss or

damage as a result of the facts and circumstance that exist at the Project which make any of our

certifications incorrect or inaccurate.” The unsealed Architect’s Certificate was signed by Hans

Hecker even though Mr. Hecker is not licensed in Texas as an Architect and the Architect’s

Certificate provided what it described as “professional opinions” regarding a Texas project. Mr.

Hecker also identified himself as a “principal” which under the Texas Occupations Code means

he is a Texas architect even though there does not appear to be any record that Mr. Hecker is a

registered Texas architect. The Architect’s Certificate also purports to offer opinions on the

structural aspects of the Project, which Intellicenter now knows were untrue or inaccurate.

       5.      In late 2013, as Intellicenter was preparing the building for sale, a broker noted

some cracking in the exterior tilt panels. After evaluating the cracks, the design, and the

building, Intellicenter learned that the cracks, some of which appeared to have been

intentionally concealed by repair at the time of initial construction, were the result of inadequate

structural design in portions of the perimeter concrete wall panels and a portion of the steel

beam to wall panel connections in such a way that some, if not all, failed to meet applicable

building code based upon contract specified live load on design drawings. The Architect’s

Certificate had not disclosed that inadequate structural design in portions of the perimeter

concrete wall panels and a portion of the steel beam to wall panel connections in such a way

that some, if not all, failed to meet applicable building code based upon contract specified live

load on design drawings.

       6.      Upon its first discovery of the cracks, Intellicenter wrote Clayco and requested

that Clayco correct the damage resulting from the deficient design and/or construction and even




R.P. Appx. 012
requested contractually required insurance information for occurrence based insurance policies.

A true and correct copy of the September 16, 2013 letter Intellicenter sent Clayco is attached

hereto as Exhibit “C”. At Clayco’s request, Intellicenter even met with Clayco in person, allowed

an inspection, provided data, evaluated information provided by Clayco, though it appeared

incomplete and Intellicenter requested even more information. Despite information establishing

Clayco’s failure to deliver a Project that could support the specified live loads, Clayco refused to

take any action to assist with the diagnosis and/or repair of the Project. Clayco also failed to

provide Intellicenter with the insurance information required to be furnished under the Contract.

Despite the request to repair the deficiency and/or provide insurance information, Clayco has

refused to correct the design and construction deficiencies and/or provide the requested

insurance information.    Because of Clayco's refusal to repair the Project, Intellicenter has

sought bids and contracted for the Project to be repaired to correct the defects.            Before

undertaking the repairs necessitated by Clayco’s acts and/or omissions, Intellicenter had not

made any repairs to the outside of the Project.

        7.     On September 5, 2014, Intellicenter initiated a demand for arbitration in

accordance with the American Arbitration Association Construction Industry Rules. The parties

abated the arbitration to allow Clayco and its design professionals to inspect the property.

During the agreed inspection, additional cracks were discovered requiring even more repairs.

Clayco continues and refuses to repair the Project despite never disputing the need for the

repairs. On February 20, 2015, Plaintiffs commenced this case, and are now asking this court

to provide affirmative relief under the Declaratory Judgment Act and also seeking attorney’s

fees.

        8.     As a result of Clayco’s acts and or omissions detailed above, Intellicenter has

suffered actual damages, including, without limitation, repair costs, expert and testing costs,

diminution in value and other damages as provided by law.




R.P. Appx. 013
Breach of Contract

        9.     By the acts and/or omissions described above, Clayco breached the Design

Build Contract and has caused Intellicenter damages in the maximum amount of $3.5 million

dollars exclusive of attorney’s fees.

Negligent Misrepresentation

        10.    By the acts and/or omissions described above, Clayco and/or its agents,

subcontractors or design professionals it is responsible for under the Design Build Contract

supplied false information to Intellicenter for the guidance in its business.           Such false

information included, without limitation, misstatements of fact, misstatements of opinion and

misrepresentation by non-disclosure. Neither Clayco nor and/or its agents, subcontractors or

design professionals it is responsible for under the Design Build Contract exercised reasonable

care in obtaining or communicating the information.        Intellicenter justifiably relied upon the

information provided and has now suffered pecuniary losses as a proximate result of the

negligent misrepresentations for which it now seeks recovery.

Fraud

        11.    Through the acts and/or omissions detailed above, Clayco made false

representations of fact with the intent that Intellicenter rely upon them by either affirmatively

misrepresenting facts and or failing to disclose facts when it or its agents, subcontractors or

design professionals it is responsible for under the Design Build Contract had a duty to disclose

Intellicenter justifiably relied upon said false representations of fact to its detriment because the

false representations related to specialized and technical matters and knowledge that were

known only to Clayco and its agents, subcontractors or design professionals it is responsible for

under the Design Build Contract.            Clayco’s false representations and/or the false

representations it is responsible for and/or Clayco’s nondisclosure and or the nondisclosure it is

responsible for caused actual damages and/or injuries to Intellicenter for which Intellicenter now




R.P. Appx. 014
seeks recovery.

Exemplary Damages

        12.    As a result of Clayco’s fraud and or the fraud it is responsible for, Intellicenter

hereby seeks exemplary damages as provided by law.

Texas Civil Practice & Remedies Code Section 16.069

        13.    While Intellicenter disputes that limitations has run on any of its claims, to the

extent Clayco, or any other party claims limitations has run, Intellicenter affirmatively pleads the

operation and effect of Section 16.069, in addition to any other tolling provision supported by the

above plead facts.

        WHEREFORE, PREMISES CONSIDERED, Respondent respectfully request that upon

trial or hearing of this matter, Plaintiffs take nothing by way of their causes of action, that

Intellicenter have and recover judgment on its counterclaim against Clayco including actual

damages including without limitation, repair costs, expert and testing costs, and/or diminution in

value, and exemplary damages. Additionally, Intellicenter requests that upon judgment it go

hence with its costs, attorney’s fees and all other relief to which it may show herself justly

entitled.

                                                     Respectfully submitted,

                                                     MUNSCH HARDT KOPF & HARR, P.C.


                                                     /s/ Greg C. Noschese _________________
                                                     Greg C. Noschese, SB No. 00797164
                                                     500 North Akard Street, Suite 3800
                                                     Dallas, Texas 75201-6659
                                                     (214)855-7500 (Telephone)
                                                     (214)855-7584 (Facsimile)
                                                     Email: gnoschese@munsch.com

                                                     ATTORNEYS FOR DEFENDANT




R.P. Appx. 015
                                 CERTIFICATE OF SERVICE

       I hereby certify that on this the 2nd day of March, 2015, a true and correct copy of the
foregoing instrument was served on the following by Eserve:

                                     Kenneth B. Chaiken
                                  CHAIKEN & CHAIKEN, PC
                               5801 Tennyson Pkwy, Suite 440
                                      Plano, TX 75024
                                       (214)265-0250
                                     (214)265-1537 (fax)
                              Email: kchaiken@chaikenlaw.com

                                      R. Thomas Avery
                              BLITZ, BARDGETT & DEUTSCH, LC
                            120 South Central Avenue, Suite 1650
                                 St. Louis, Missouri 63105
                                       (314)863-1500
                                    (314)863-1877 (Fax)
                                 Email: rtavery@bbdle.com


                                                   /s/ Greg C. Noschese _________________
                                                   Greg C. Noschese




R.P. Appx. 016
          AlA Document A11 f" - 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 nineteenth day of May in the year two thousand six
  (In words, indicate day, month and year)

  BETWEEN the Owner:
  (Name, address and other information)                                                                                This document has important
                                                                                                                       legal consequences.
                                                                                                                       Consultation with an attorney
                                                                                                                       is encouraged with respect to
                                                                                                                       its completion or modification.
  Intellicenter Dallas Investments. LLP                                                                                This document is not intended for
  8115 Preston Rd., Suite #700                                                                                         use in competitive bidding.
  Dallas. TX 75225                                                                                                     AlA Document A201-1997,
  and the Contractor:                                                                                                  General Conditions of the
  (Name, address and other information)                                                                                Contract for Construction, is
                                                                                                                       adopted in this document by
                                                                                                                       reference. Do not use with other
                                                                                                                       general conditions unless this
                                                                                                                       document is modified.
  Clayco Inc.
                                                                                                                       This document has been
  2199 Innerbelt Business Center Drive
                                                                                                                       approved and endorsed by the
  St. Louis Missouri 63114
                                                                                                                       Associated General Contractors
                                                                                                                       of America.
  The Project is:
  (Name and location)

  The design and construction of a 4-story speculative office building consisting of
  aPProximately 211.637 gross square feet located at 3701 Regent Blvd.. Irving Texas.


  The Architect is:
  (Name, address and other information)
  FS Architecture PC
  c/o Forum Studios. Inc.
  2199 Innerbelt Business Center Drive
  St. Louis. Missouri 63114




  Structural. mechanical electrical and civil engineering services and the consulting services
  of other Design Professionals for the Project will be provided contractually through the
  Architect except as follows: Topographic and boundarv survey to be provided by Owner.



  The Owner and Contractor agree as follows.

  AlA Document A1111N -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 AlA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or              1
  distribution of this AlA"' 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 document was produced by AlA software at 15:11:31 on 05/19/2006 under Order No.10001B2995_1 which expires on
  7/23/2006, and is not for resale.
  User Notes: Clayco A111 - Koll- lntellicenter- Dallas v3 (5·19-06)                                                                          (2347931739)



R.P. Appx. 017
  ARTICLE 1 THE CONTRACT DOCUMENTS
  The Contract Documents consist of this specifically modified Agreement, the specifically modified AlA Document
  A201-1997, General Conditions af the Caatraet (Geaeral, Sl:lflJlle'fR@Rta~ aaa ather Ceaaitieas), ("A201")
  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 Caatraet, "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
  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.

  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.
  The Contractor will enter into a direct contractual relationship with the Architect. engineers, design/build
  subcontractors and other design professionals (collectively the ''Design Professionals") to provide the design of the
  Project The Owner acknowledges and agrees that the Contractor is not a licensed architect or engineer and is not
  agreeing to perform services which require such a license in the State in which the Project is located. Such services
  will be performed by licensed architects engineers and design/build subcontractors under separate agreements. The
  fees and. expenses of all such design professionals shall be included as part of the Cost of the Work. The Contractor
  shall cause the Architect to prepare and submit, as part of the Cost of the Work. the Construction Documents
  necessary for the construction of the Project. The contractual obligations of such the Architect engineers and other
  design persons or entities are undertaken and performed in the interests of the Contractor. The agreements between
  the Contractor and the Architect engineers and other design professionals· shall be in writing and these
  arrangements. including financial arrangements with respect to the Project. shall be promptly and fully disclosed to
  the Owner upon request. The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's
  employees. subcontractors and their agents and employees. and other persons, including the Architect engineers and
  other Design Professionals, performing any portion of the Contractor's obligations under this Article 3 with respect
  to the design of the Project. The "Construction Documents" may include drawings. specifications. and other
  documents and electronic data setting forth the requirements for construction of the Work. and shall (i) be consistent
  with the intent of the Project as a whole (ii) provide information for the use of those in the building trades; and (iii)
  include documents customarily required for regulatory agency approvals. The fees and expenses of all such Design
  Professionals shall be included as part of the Contract Sum.

  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.)


  February 21.2006.

  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;




  AlA Document A111TM -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 AlA" Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or              2
  distribution of this AlA" 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 document was produced by AlA software at15:11 :31 on 05/19/2006 under Order No.1000182995_1 which expires on
  7/23/2006, and is not for resale.
  User Notes: Clayco A111 - Koll - lntellicenter- Dallas v3 (5-19-06)                                                                        (2347931739)




R.P. Appx. 018
     § 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 aays frem December 26,
     2006 subject to extensions for any delays contemplated in Paragraph 4.1 of this Agreement or Paragraph 8.3.1 of
     the form the General Conditions (AlA Document No. A201) attached hereto. such completion date ef
     eemmsaesment, er being referred to herein as fellew!r.the "Substantial Completion Date."
     (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.)




 I   PeFtien ef Wel=k                                                    SubstaRtial Cempletien date


     , 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 WeFk:iWork. )The initial construction schedule (the "Project Schedule" J for the Project is
     attached hereto as Exhibit "A



     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:
     (State a lump swn, 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.)


     The "Contractor's Fee" shall be four percent (4%) of the Cost of the Work subject to an increase in the fee of four
     percent (4%) on all Change Orders. as defined in Paragraph 6.3 herein below. increasing the Cost of the Work, and
     subject to a decrease in the fee of four percent (4%) on all Change Orders decreasing the Cost of the Work.

     § 5.2 GUARANTEED MAXIMUM PRICE
     § 51.1 The sum of the Cost of the Work and the Contractor's Fee is guaranteed by the Contractor not to exceed
     ~Fourteen       Million Three Hundred Fifty-Three Thousand Nine Hundred Seventy-Three and 001100 Dollars
     ($14.353.973.00). 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 (as the same may
     be adjusted from time to time by Change Order or otherwise the "Guaranteed Maximum Pfi€e;..Price"). Costs which
     would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement
     by the Owner If. upon Final Completion the GMP exceeds Cost of the Work plus the Contractor's Fee then the
     amount of such excess shall be referred to herein as the "savings": and the savings shall be shared by the Owner and
     the Contractor as follows: sixty percent (60%) of the savings shall be retained by the Owner; and fortv percent
     (40%) of the savings shall be paid to the Contractor as a fee in addition to the Gwaer.Contractor' s Fee described in
     Paragraph 5.1.2 above.
     (Insert specific provisions if the Contractor is to participate in any savings.)




     AlA Document A111TM -1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of ArcMects.
     All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or              3
     distribution of this AlA"' Document, or any portion of it, may result in severe civH and criminal penalties, and will be prosecuted to the maximum
     extent possible under the law. This document was produced by AlA software at 15:11:31 on 0511912006 under Order No.1000182995_1 which expires on
     712312006, and is not for resale.
     User Notes: Clayco A111 - Koll • lntellicenter- Dallas v3 (5-19-06)                                                                        (2347931739)



R.P. Appx. 019
  § 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.)



  See Outline Soecification & Drawings (the "Outline Specs") attached to this Contract as Exhibit "B" (consisting of
       pages).

  § 5.2.3 Unit prices, if any, are as follows:

  DeseriptiaR                                                                               Prise($ 0.00)

  See Outline Specs.

  § 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.)

                                               .O.maunt ($ 0.00)                            IRslulfed items

  See Outline Specs. If the Contract Documents provide for any allowances then the parties agree that Ci) the GMP
  shall be reduced by the amount if any. by which the allowance exceeds the actual cost of the item for which such
  allowance was made. and (ii) the GMP shall be increased by the amount, if any. by which the actual cost of the item
  for which such allowance was made exceeds the allowance.

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


  Contractor's general conditions as set forth in the Division 1 costs shall not exceed 125% of the amount set forth on
  the Clayco Control Budget attached as Exhibit "C'.

  See Outline Specs.

  § 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-:shall be determined by
  aHJ sf fue metheas listed in Seetiea 7.:U sf AlA Deelimeat A291 1997.accordance with Paragraph 6.5 below.

                                            saeeeat~=aets (eKeept these awarded with the Owaer' s ~fier eeaseat sa the
  §..!,_§ 6.2 Ia ealallatffig adj\lstmeats te
  aasis sf east plas a fee), the terms "east" aaEl "fee" as ased ia Seetiea 7.3.3.3 sf AlA Deeameat A291 1997 arul the
  terms "eests" aad "a reaseaable alle·;vaaee fur everheaa aBd flFS:fit" as l!seel iR Seeeea 7.3.a sf All Deeameat
  A291 1997 shall have the meaaiags assigaee te tRBm iR '\Ii• Deeumeat A2Q1 1997 aaa shall RSt ae meeifiea ay
  Artieles 3, 7  ana8 sf this Agreemeat. Aejastmeets te sabseatrasts a•;'iffileEl with the Ovmer's ~rier seaseat ea the
  basis ef eest plas a fee shall be ealealatea ie aeseraaase 'Nith the terms ef these subseatraets.

  ~In          calculating adjustments to the Guaranteed Maximum Priee,Price or the impact of any Change Order
  the terms "cost" and "costs" as used in the above-referenced provisions of AlA Document A20I-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 percentage for the Contractor's Fee as ElefiReEl-indicated in Section 5.1.2 of this
  Agreement.

  AlA Document A111TII-1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Jnslitute of Architects.
  All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or             4
  distribution of this AlA" 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 document was produced by AlA software at 15:11:31 on 05/19/2006 under Order No.1000182995_1 which expires on
  7/23/2006, and is not for resale.
  User Notes: Clayco A111 . KoR- lntellicenter- Dallas v3 (5-19-06)                                                                          (2347931739)



R.P. Appx. 020
   § 6.4 If aa Sfleeifie fJrevisiaa is made ia Seetiaa 3.1 fer aajastmeat ef the CaRtraeter's l'ee ia the ease af ehaages ia
   the V 'ark, ar if the ~<teat af saell ehaages is saeh, ia the aggregate, that aflf3lieatiaa af the aajustmeat flF8Visiaas af
   Seetian 3 .I will ea\ise slibstaatial iae~aity ta the 0" 'Her ar Cantraetar, the CeHtrootar' s Pee shall be e~aitably
   aajlistea eH the basis af the Pee established fer the arigiaal Wark, aaa tke Gliaraateea Ha~dmam Priee shall ee
   aajlistea aesardiagly.

   § 6.3 If (a) the Owner requests a change in the Work or (b) the Contractor otherwise is entitled to a Change Order as
   provided in the Contract Documents then the Contractor shall have the right to submit to the Owner a written
   change order request (a "CO Reguesf'). which shall set forth such change to the Contract as shall be appropriate.
   Such CO Request shall be in writing and shall set forth the appropriate changes, if any, to the (i) Cost of the Work
   (ii) the Contractor's Fee. (iii) the Guaranteed Maximum Price. (iv) the Contract Sum {v) the schedule of values,
   (vi) the Substantial Completion Date. or (vii) any other provisions of the Contract. Each CO Request shall
   constitute an offer by the Contractor to amend the Contract. If the Owner accepts such offer in writing and without
   revision. then such offer and acceptance together shall constitute a "Change Order" which shall operate to amend
   the Contract. If the Owner accepts such offer subject to revisions not previously agreed to by the Contractor in
   writing then such "acceptance" shall constitute a counteroffer by the Owner to the Contractor which the Contractor
   may either accept in writing or reject. If the Contractor accepts such counteroffer in writing the same shall
   constitute a written Change Order. The Contractor shall have no obligation or right to perform any changes in the
   Work except pursuant to a Change Order made as provided herein.

   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
  . written 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 flli!FSeflHel personnel. based upon the
    time expended on the Project when stationed at the site with the Owner's ~re"'al.written approval Time expended
    on the Project by the Contractor's Project Manager for the Project shall be included as a Cost of the Work
    regardless of where the Project Manager is located.
    (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.

   § 7.3 SUBCONTRACT COSTS
   § 7.3.1 Payments made by the Contractor to Subcontractors (including. without limitation. the Contractor if the
   Contractor or a division of the Contractor is also a subcontractor but only if approved in writing in advance by
   Owner) 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.
   AlA Document A111 111 - 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 AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or              5
   distribution of this AlA" 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 document was produced by AlA software at 15:11 :31 on 05119/2006 under Order No.1 000182995_1 which expires on
   7/23/2006, and is not for resale.
   User Notes: Clayco A111 - Koll- lntellicenter ·Dallas v3 (5·19·06)                                                                         (2347931739)



R.P. Appx. 021
  § 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 from the Contractor shall be sHBjeet te not exceed the Owner's 13rier apprevaLfair
  market value thereof.

  § 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 aml beaa pFemiiHBs that can be directly attributed to this Contract. The parties
  stipulate and agree that Contractor's cost for providing such insurance is six tenths of one percent (0. 75%) of the
  Cost of the Work. excluding such cost of insurance. Ceatrae~:

  § 7.6.2 Sales, consumer. 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 ReyalJies aHa Iieease fees flaiS fer the liSE! sf a partieHlar aesiga, pmeess sr fli'BBH6t FeE!Hirea by the Csmraet
  I>eeHmeats; the east sf aefeaaillg suits sF elaiFHs fer iflfriagemeat sf flalea~ rights arisiag frsFH sHell reEIUi£emes ~ ef
  the Ceatraet I>eeaFll:eHts; asa fl~'HieHts Fll:aae ia aeeeramee with legal jHagFHeHts agaiast the CeHtFaeteF Fi!SHltiHg
  frem sueh suits sF elaifll:s aaa p~·mems sf settlefll:eats FHaae "'ita the Owaer's eeaseat lie· ·e"er, sueh eests sf legal
  aefeases, juagmeats aaa settlefll:8Bts shall aet be iaeluaea ia the ealeHlatiea sf the CeatraeteF' s Fee Sf sllbjeet te the
  Gliaranteea Maxifll:Hm Prise. If sHell reyalties, fees aaa eests are exeluaea by the last seRteaee sf Seetiea 3.17.1 ef
  i\L\ I>eeameat A2Ql 199+ er ether flFSYisieas ef the Ceatraet I>eeHFHeats, thea they shall B:et be iRelaaea ia the
  Cast ef the Wefk:
  § 7.6.5 Royalties and license fees paid for the use of a particular design, process or product required by the Contract
  Documents if such royalty and license fees are disclosed to Owner prior to Contractor commencing construction of
  the Project and Owner approves same in writing.

  § 7.6.6 Data processing costs related to the Work.
  AlA Document A111Tll-1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The Amertcan Institute of Architects.
  All rights reserved. WARNING: This AlA" Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or               6
  distribution ot this AlA"' Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the maximum
  eKtent possible under the law. This document was produced by AlA software at15:11:31 on 05/19/2006 under Order No.1000182995_1 which expires on
  7/23/2006, and is not tor resale.
  User Notes: Clayco A111 • Koll- lntemcenter- Dallas v3 (5-19-06)                                                                            (2347931739)



R.P. Appx. 022
  § 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 arbitration costs, 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 Worlc, if approved by the Owner.

  § 7.6.1 0 Payments by the Contractor into reserves established under the CCIP for the Project for providing
  Subcontractor insurance. The Contractor represents that the amount of such reserve payments shall not exceed the
  insurance premiums that reasonably would be incurred for the Project in the absence of the CCIP.

  § 7.6.11 Other direct reasonable expenses incurred by the Contractor in connection with the Project to the extent not
  described in this Section 7.6.

  § 7.6.12 Design service fees payable to the Architect and any other design professionals engaged by Architect or the
  Contractor to Provide the design for the Project.

  § U 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, as provided in Section 10.6 of AIADocumentA201-1997.

  § 7. 7.3 Costs of repairing or correcting damaged er aeaeenfefflliag Work executed by the Contractor, Subcontractors
  or suppliers, provided that such damaged er aeaeeaferraiag Work was not caused by aegligeBee NEGLIGENCE,
  intentional misconduct or failure to fulfill a specific responsibility of the Contractor and only to the extent that the
  cost of repair er eerrestiea is not reeeverallle recovered by the Contractor from in~urance, sureties, Subcontractors
  or suppliers.

  ARTICLE 8 COSTS NOT TO BE REIMBURSED
  § 8.1 The Cost of the Work shall not include:

  § 8.1.1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor's principal office or
  offices other than the site office, except as specifically provided in Sections 7 .2.2 and 7 .2.3 or as may be provided in
  Article 14.

  § 8.1.2 BJ'fleases Except to the extent provided in Article 7 exoenses of the Contractor's principal office and offices
  other than the site office.

  § 8.1.3 Overhead and general expenses, except as may be expressly included in Article 7.

  § 8.1.4 The Contractor's capital expenses, including interest on the Contractor's capital employed for the Work.

  § 8.1.5 Rental costs of machinery and equipment, except as specifically provided in Section 7.5.2.

  § 8.1.6 Except as provided in Section 7. 7.3 of this Agreement, costs due to the negligence or failure to fulfill a
  specific responsibility of the Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by
  any of them or for whose acts any of them may be liable.

  § 8.1. 7 Any cost not specifically and expressly described in Article 7.



  AlA Document A1111N -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 AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or              7
  distribution of this AlA" 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 document was produced by AlA software at 15:11:31 on 05/19/2006 under Order No.1000182995_1 which expires on
  7/23/2006, and is not for resale.
  User Notes: Clayco A 111 · Koll • lntellicenter- Dallas v3 (5·19-06)                                                                       (2347931739)



R.P. Appx. 023
  § 8.1.8 Costs, other than costs included in Change Orders approved by the Owner, that would cause the Guaranteed
  Maximum Price to be exceeded.

  § 8.1.9 The release or waiver or bonding. of any liens or claims which may be claimed. threatened or recorded so
  long as Owner paid Contractor all undisputed amounts under this Contract.



  Costs recovered by Contractor through insurance or otherwise.



  ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS
  § 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if ( 1) before making
  the payment, the Contractor included them in an Application for Payment and received payment therefor from the
  Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash
  discounts shall accrue to the Contractor. Trade discounts, rebates, refunds and amounts received from sales of
  surplus materials and equipment shall accrue to the Owner, and the Contractor shall make provisions so that they
  can be secured.

  § 9.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the
  Owner as a deduction from the Cost of the Work.

  ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS
  § 10.1 The Owner hereby agrees that portions of the Work may be subcontracted to the Contractor or any division of
  the Contractor if agreed to in writing in advance by Owner. Those portions of the Work that the Contractor does not
  e~:~stsmafifj perform with the Contractor's own personnel (or which are not subcontracted to the Contractor or a
  division thereof as aforesaid) shall be performed under subcontracts or by other appropriate agreements with the
  Contractor. The Owner may designate specific persons or entities from whom the Contractor shall obtain bids. The
  Contractor shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially
  for the Work and shall deliver such bids to the Arehi:teet. Owner. The Owner shall then determine, with the advice of
  the Csfttfaetsr and the .'\rehiteet, Contractor. which bids will be accepted. The Contractor shall not be required to
  contract with anyone to whom the Contractor has reasonable objection. For each portion of the Work having an
  estimated cost in excess of $50,000. Contractor shall endeavor in good faith. using significant efforts. to obtain, and
  provide to Owner uoon reauest. bids for said portion of the Work from at least 3 qualified subcontractors. If
  Contractor cannot obtain bids from 3 qualified bidders. Contractor shall inform Owner of this before entering into
  the relevant Subcontract Contractor shall not subcontract performance of all or any portion of the Project under the
  Contract Documents pursuant to any subcontract in excess of $50.000 without first notifying Owner of the intended
  subcontracting and obtaining Owner's acceptance in writing of the subcontracting and the subcontractor. which
  acceptance or rejection shall be promptly given. If requested by Owner. Contractor shall furnish Owner a copy of
  the prooosed subcontract for Owner's review of the terms and conditions thereof and shall not execute such
  subcontract until Owner has accepted such terms. Failure of Contractor to comply with this Section may be deemed
  to be a material breach of the Contract Documents. Contractor shall not remove any of the following major
  subcontractors and replace any of such major subcontractors with any other subcontractor without Owner's prior
  written approval. which shall not be unreasonably withheld or delayed. provided the prooosed replacement
  subcontractor has the experience, financial backing and historv of quality construction for projects of the nature and
  timing of the Project The major subcontractors that can onlv be rerlaced in accordance with the t(\regoing
  procedures are as follows: anv CSl Division 15 or 16 subcontractor aud any subcontractor pe1forrning roofing or
  exterior glass or glazing work. Contractor shall not be relieved of obligations under the Contract Documents by
  virtue of Owner's approval of any subcontractors.

  § 10.2 If a specific bidder among those whose bids are delivered by the Contractor to the .'\relriteet Owner ( 1) is
  recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has
  submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but
  the Owner requires that another bid be accepted, then the Contractor may require that a Change Order be issued to
  adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the


  AlA Document A111 711 -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 AlA"' Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or             8
  distribution of this AlA~ 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 document was produced by AlA software at 15:11:31 on 05/19/2006 under Order No.1 000182995_1 which expires on
  7/23/2006, and is not for resale.
  User Notes: Clayco A 111 - Koll - lntellicenter - Dallas v3 (5· 19·06)                                                                     (2347931739)



R.P. Appx. 024
  Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or
  entity designated by the Owner.

  § 10.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and
  shall be lump sum contracts and shall not be awarded on the basis of a fixed fee or cost plus a fee without the prior
  consent of the Owner.

  § 10.4 The Owner shall be invited to all subcontract bid and design review meetings.

  § 10.5 Contractor will. and will cause its subcontractors to comply with the terms of the Contract Documents
  applicable to the portion of the Project performed by them. If any portion of the Project that has been subcontracted
  by Contractor is not prosecuted in accordance with the Contract Documents. on request of Owner the subcontractor
  shall be replaced and shall not be employed again on the Project.

  § 10.6 Contractor shall include a provision in the contract with each subcontractor authorizing assignment of such
  contract to Owner in the event of a termination by Owner of the Contract Documents with Contractor.

  § 10.7 As used in the Contract Documents. the term "subcontract" shall also include purchase orders and rental
  agreements for materials or equipment and the term "subcontractor" shall also include vendors or suppliers of such
  material or equipment

  ARTICLE 11 ACCOUNTING RECORDS
  The Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper
  financial management under this Contract, and the accounting and control systems shall be satisfactory to the
  Owner. The Owner and the Owner's accountants shall be afforded access to, and shall be permitted to audit and
  copy, the Contractor's records, books, correspondence, instructions, drawings, receipts, subcontracts, purchase
  orders, vouchers, memoranda and other data relating to this Contract, and the Contractor shall preserve these for a
  period of three years after final payment, or for such longer period as may be required by law.

  ARTICLE 12 PAYMENTS
  § 12.1 PROGRESS PAYMENTS
  § 12.1.1 Based upon Applications for Payment submitted to the Arehiteet Owner by the Cem£aeter ana Certifieates
  fur Paymem: issasa by the ,'\Fehiteet, Contractor, the Owner shall make progress payments on account of the
  Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents.

  § 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of
  the month, or as follows:



  § 12.1.3 Provided that an Application for Payment is received by the Ar€hlteet Owner not later than the first (l ' 1) day
  of a month, the Owner shall make payment to the Contractor not later than the twentieth (20th) day of the same
  month. If an Application for Payment is received by the A:rehiteet Owner after the application date fixed above,
  payment shall be made by the Owner not later than f--+twenty (20) days after the A.i'€hiteet Owner receives the
  Application for Payment.

  § 12.1.4 With each Application for Payment, the Contractor shall su bruit .@}_payrolls, petty cash accounts, receipted
  invoices or invoices with check vouchers attached, and any other evidence required by the Owner er '\relli>eet to
  demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or
  exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable
  to the Contractor's Fee; plus (3) payrolls for the period covered by the present Application for Pavment (b)
  unconditional lien waivers in such form as Owner may reasonably require for the prior month's oayment by Owner
  to Contractor. executed by Contractor and all first tier subcontractors mechanics and materialmen on the Project. (c)
  conditional lien waivers in such form as Owner may reasonably require for Paymeat.the current month's payment by
  Owner to Contractor. executed by Contractor and all first tier subcontractors. mechanics and materialmen on the
  Project the only condition thereof being the receipt of payment from Owner (or Contractor in the case of the
  subcontractors. mechanics and materialmen). (d) an affidavit executed by Owner indicating the names of all
  AlA Document A111'M -1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 ancl1997 by The American Institute of Architects.
  All rights reserved. WARNING: This AlA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or             g
  distribution of this AlA® 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 document was produced by AlA software at 15:11:31 on 05119/2006 under Order No.1000182995_1 which expires on
  7/23/2006, and is not for resale.
  User Notes: Clayco A111 • Koll-lntellicenter ·Dallas v3 (5·19-06)                                                                          (2347931739)



R.P. Appx. 025
  subcontracts and materialmen that have worked on the Project since the date of the last Application for Payment.
  and (e) within 45 days after the foundation for the Project has been poured. a foundation survey showing the
  location of the foundation for the Project. along with the boundaries of the Land the location of any flood plain and
  all easements and other title exceptions affecting the Land and any set back or other building restrictions as set forth
  on the most recent Survey.

  § 12.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the
  Contractor and approved in writing by Owner in accordance with the Contract Documents. The schedule of values
  shall allocate the entire Guaranteed Maximum Price and the Contractor's current estimate of the Cost of the Work
  among the various portions of the Worlc, except that the Contractor's Fee shall be shown as a single separate item.
  The schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the
  Arefiiteet Owner may require. This schedule, unless objected to by the Arekiteet, Owner. shall be used as a basis for
  reviewing the Contractor's Applications for Payment.

  § 12.1.6 Applications for Payment shall show the percentage of completion of each portion of the Work as of the end
  of the period covered by the Application for Payment. The percentage of completion shall be the lesser of (1) the
  percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by
  dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work for
  which the Contractor has made or intends to make actual payment prior to the next Application for Payment by (b)
  the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.

  § 12.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be
  computed as follows:

               .1       take that portion of the Guaranteed Maximum Price properly allocable to completed Work as
                        determined by multiplying the percentage of completion of each portion of the Work by the share of
                        the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.
                        Pending final determination of cost to the Owner of changes in the Work, amounts not in dispute
                        shall be included as provided in Section 7.3.8 of AJA Deeumeat A2Gl 1997;the A201:

               .2       add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment
                        delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in
                        advance by the Owner, suitably stored off the site at a location agreed upon in writing;

               .3       add the Contractor's Fee, less retainage of ( ).Tke ten oercent CIO%) of the first 50% of the Cost of
                        the Work (using the Guaranteed Maximum Price as the Cost of the Work for this pumose) and zero
                        percent (0%) retainage thereafter. The Contractor's Fee shall be computed upon the Cost of the Work
                        described in the two preceding Clauses at the rate stated in Section 5. L2 or, if the Contractor's Fee is
                        stated as a fixed sum in that Subparagraph, shall be an amount that bears the same ratio to that fixed-
                        sum fee as the Cost of the Work in the two preceding Clauses bears to a reasonable estimate of the
                        probable Cost of the Work upon its completion;

               .4       subtract the aggregate of previous payments made by the Owner;

               .5       subtract the shortfall, if any, indicated by the Contractor in the documentation required by Section
                        12. 1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently
                        discovered by the Owner's accountants in such documentation;aad

               .6       subtract amounts, if any, for which the Arebiteet Owner has ritkkelEI er aellified not approved a
                        CeFtifieate fer Payment as provided in Section 9.5 of AlA Document A201 1997.A201-1997· and .

               .7      Thirty {30) days after Substantial Completion of the Work any retainage then held by the Owner
                       shall be due and payable to the Contractor provided that such payment may be reduced by the cost of
                       completing any incomplete Work or the disputed amount of any unsettled claims.

  § 12.1.8 Except with the Owner's prior approval, payments to Subcontractors shall be subject to retainage efast less
  tkae     (        ). as set forth in Section 12.1.7.3 above. The Owner and the Contractor shall agree upon a mutually

  AlA Document A111TM -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 AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or               10
  distribution of this AlA"' 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 document was produced by AlA software at 15:11:31 on 05119/2006 under Order No.1000182995_1 which expires on
  7/23/2006, and is not for resale.
  User Notes: Clayco A111 - Koll- lntellicenter- Dallas v3 (5-19-06)                                                                          (2347931739)



R.P. Appx. 026
  acceptable procedure for review and approval of payments and retention for Subcontractors. Thirtv days after any
  Subcontractor fully performs all of its obligations under its Subcontract and the Contractor has approved and the
  Owner has accepted such work upon reauest of the Contractor. the Owner shall release the full amount of the
  retain age for such Subcontractor to the Contractor for payment to the Subcontractor provided that such
  Subcontractor has provided a final lien release aPPlicable to such payment (as described in Section 12.1.4 above
  conditional until payment clears. with an unconditional lien release to follow within 10 days after such payment
  clears).

  § 12.1 .9 Ia takiag aetiea ea the Cealfaetar' s l.o.flplieat:iaas fur P~·meat, the Attshiteet shall be eatitled te rely aa the
  aeeuraey aad eampleteaess af the iafurmat:iaa famished by the CaatFaetar aad shall aat be deemed ta represeat that
  the Arelritest has macie a eetailed eJtamiRatiea, aallit er aritt.metie "erifieatiea sf the deeWHeatatiaa submitted ia
  aeeerdaaee •, ith Seetiea 12.1. 4 er ether sapflert:iag data; that the Attshiteet has made elffiaust:i, e er eeatiaaeas ea
  site iRSfleetiaas er that the Arehitest kas maEie eJ<aminatieas te aseertaiR he'." er fur what f!HffJeses the CeBtraster
  has ased ameaats pre• ·ieasly paie en aeeaaat af the Ceatraet. Sueh el<amiaat:iaas, aaEiits aaEI ·;erifisat:ieas, if
  reE}IlireEI by the Ovlaer, will be perfermed by the Ow-aer' s aeeaaataats aetiag iR the sale iaterest af the 0 , aer.
  § 12.1.9 As the Project reaches Substantial Completion Contractor and Owner shall schedule and conduct a joint
  inspection of the Project and identify in writing all punch list items ("Punch List Items"). Contractor must complete
  all such Punch List Items prior to Owner making final payment to the Contractor. Owner may continue to retain one
  hundred ten percent (110%) of the estimated cost of completing the Punch List items until the completion of same.
  All Punch List Items shall be completed on or before the 45th day after Substantial Completion.
  § 12.1.10 Upon completion of25% 50% and 75% of the Worlc, Contractor shall provide to Owner a project cost
  reoort that includes art estimated cost to complete the Project a listing of modifications and pending Change Orders
  and other items reasonably requested by Owner. Uooncompletion of25%. 50%. 75% and 100% of the Work.
  Contractor shall submit to Owner a written reconciliation report evidencing the difference. if any. between (a) the
  amounts Owner has paid to Contractor under the Schedule of Values plus the portion of the Contractor's Fee paid by
  Owner and Cb) the actual Cost of the Work incurred to the applicable date plus the portion of the Contractor's Fee
  owed to the applicable date under this Agreement. If such written reconciliation reoort shows that Owner's
  payments pursuant to the Schedule of Values plus the Contractor's Fee has resulted in a payment to Contractor in
  excess of the actual Cost of the Work plus the Contractor's Fee then owed the overoayment shall be credited to
  Owner with the credit being soread over the remaining draws until the excess payments have been fully accounted
  for by Owner or. if no further draws are to be made then promptly refunded to Owner.

  § 12.2 FINAL PAYMENT
  § 12.2.1 Final payment, constituting the entire unpaid balance of the Contract Sum, shall be made by the Owner to
  the Contractor when:

             .1     the Contractor has fully performed the Contract except for the Contractor's responsibility to correct
                    Work as provided in Section 12.2.2 of AlA Document A201-1997, and to satisfy other requirements,
                    if any, whiCh extend beyond final paymeat; aadpayment.

             .2     a fiaal CeFtif-reate fur Paymeat kas bees issued by the Arehiteet.
             .2     the other requirements of this Section 12.2 have been fully met.

  § 12.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the issaaaee af
  Contractor has delivered the following to the Owner (but in no event earlier than the 1'\rehitest' s fiaal Certifieate fur
  Paymest, eras feHaws:date set forth in Section 12.2.3 hereof):


  (i) executed fmallien waivers from all frrst tier Subcontractors and the Contractor (which may be conditioned only
  upon receipt of Owner's final payment). and (ii) a copy of as-built olans and an as-built survey for the Project,
  (iii) evidence that all Punch List Items prepared at Substantial Completion of the Work have been completed. The
  Contractor agrees to obtain final and unconditional lien waivers from all first and second tier Subcontractors Cor post
  an aPPropriate bond over such lien) and to provide a final unconditional lien waiver from the Contractor within
  thirty days after receipt of final payment.

  § 12.2.3 The Owner's accountants will review and report in writing on the Contractor's final accounting within 30
  days after delivery of the final accounting to the 1'\rehiteet Owner by the Contractor. Based upon such Cost of the
  AlA Document A111TM -1997. Copyright © 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1976, 1967 and 1997 by The American Institute of Architects.
  All rights reserved. WARNING: This AlA'" Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or             11
  distribution of this AlA" 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 document was produced by AlA software at 15:11:31 on 05119/2006 under Order No.10001B2995_1 which expires on
  7/2312006, and is not for resale.
  User Notes: Clayco A 111 - Koll- lntellicenter- Dallas v3 (5-19·06)                                                                        (2347931739)



R.P. Appx. 027
  Work as the Owner's accountants report to be substantiated by the Contractor's final accounting, and provided the
  other conditions of Sestien-Sections 12.2.1 and 12.2.2 have been met, the AFehiteet Owner will, within seveR-twenty
  .aiD._days af.ter reeei13t ef thereafter. either make the wr-ittea Fef'9Ft ef the Ov1Ae£' s aeeeeataats, either is see final
  payment. or deliver to the OwHer-Contractor a fiaal CeFtifieate fer Paj'HieAt uith a copy te-<Jf the Ceatraeter, er
  Owner's accountant's report and notify the Contractor aaa Ov1aer in writing of the l\.rebiteet's Owner's reasons for
  withholding a eertifieate payment as provided in Section 9.5.1 of the AlA Document A201-1997. The time periods
  stated in this Section 12.2.3 supersede those stated in Section 9.4.1 of the AlA Document A201-1997.

  § 12.2.4 If the Owner's accountants report the Cost of the Work as substantiated by the Contractor's final accounting
  to be less than claimed by the Contractor, the Contractor shall be entitled to aeH!anEl a£-l:Jitratiea ef the aisf!HteG
  am.eaHt witeeat submit such matter as a fuFther Eleeisiea Claim under Section 4.3 of the Arehiteet. A201. Such
  GeHiaBEl fer a£-l:Jitratiea Claim shall be made by the Contractor within 30 days after the Contractor's receipt ef a ee13y
  of the Areeiteet' s final CeFtifieate fer Paj H!ent; Owner's accountants' report; failure to EleH!aad ar-llitratien submit
  such Claim within this 30-day period shall result in the substantiated amount reported by the Owner's accountants
  becoming binding on the Contractor. Pending a final resolution ey arbitratiea, of the Claim the Owner shall pay the
  Contractor the amount certified in the Areltiteet' s fiaal Ce£tifieate fer Paj'HieRt. Owner's accountants' report.

  § 12.2.51f, saeseqaeHt te fffial flaymeat anEI at the Owaer's reqaes~ the CeHtraeter iBears eests Eleseribea iBl\.-tiele 7
  anEI aet tH<elaaea ey /' Ftiele 8 te eeHeet Elefeet:P•e er aeaeeBfefHiiHg Werk, the Owaer shall reiH!barse the
  Ceatraeter SHeh eests aaa the CeRtraeter' s Fee aflf!lieable therete ea the same basis as if sash eests haa bee a
  iaearrea flr-ier te tmal flayHI:eHt, bat aet ia e*eess ef the Gaaranteea M<H<iHIHHI Prise. If the Ceatraeter has
  flaFtieiflatea ia sa·iiBgs as l*'Svideel iB Seetiea 5.2, the amelHlt ef sash saviags shall be reealeelatea aBEl af!flFSflriate
  eredit givea te the Owaer iB determiHiBg the aet aHI.euHt te be paiel by the OvlRer te the Ceatraeter.

  ARTICLE 13 TERMINATION OR SUSPENSION
  § 13.1 The Contract may be terminated by the Contractor, or by the Owner for convenience, as provided in Article
  14 of AlA Document A201-1997. However, the amount to be paid to the Contractor under Section 14.1.3 of AlA
  Document A201-1997 shall not ~ause the aH!.ellRt the CeHtraeter rewa ee eatmea Guaranteed Maximum
  Price to reeei>•e aaaer Seetiea 13.2 eelew, eJ<eeflt that the Ceatraeter's Fee shall be eale11late8 as if the Werk hael
  eeea flllly eeHiflletea B) the Ceatraeter, iaelaeliag a reaseaaele estiHiate ef the Cest ef the Werk fer 'Nerk aet
  aet\ially eeHipleted.exceeded..

  § 13.2 The Contract may be terminated by the Owner for cause as provided in Article 14 of AlA Document A201-
  1997. The amount, if any, to be paid to the Contractor under Section 14.2.4 of AlA Document A201-1997 shall not
  cause the Guaranteed Maximum Price to be exceeded, nor shall it exceed an amount calculated as follows:

  § 13.2.1 Take the Cost of the Work incurred by the Contractor to the date of termination;

  § 13.2.2 Add the Contractor's Fee computed upon the Cost of the Work to the date of termination at the rate stated in
  Section 5. 1.2 or, if the Contractor's Fee is stated as a fixed sum in that Section, an amount that bears the same ratio
  to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the
  probable Cost of the Work upon its completion; and

  § 13.2.3 Subtract the aggregate of previous payments made by the Owner.

  § 13.3 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the
  Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included
  in the Cost of the Work under Section 13.2.1. To the extent that the Owner elects to take legal assignment of
  subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the
  payments referred to in this Article 13, execute and deliver all such papers and take all such steps, including the
  legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for
  the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or
  purchase orders.

  § 13.4 The Work may be suspended by the Owner as provided in Article 14 of AlA Document A201-1997; in such
  case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AlA


  AlA 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 AlA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or              12
  distribution of this AlA"' 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 document was produced by AlA software at 15:11:31 on 05119/2006 under Order No.1000182995_1 which expires on
  7/23/2006, and is not for resale.
  User Notes: Clayco A111 • Koll • Jntellicenter. Dallas v3 (5-19·06)                                                                         (2347931739)



R.P. Appx. 028
  Document A201-1997 except that the tenn "profit" shall be understood to mean the Contractor's Fee as described in
  Seetisas Section 5.1.2 aaa Seetisa 6.4 of this Agreement.

  ARTICLE 14 MISCELLANEOUS PROVISIONS
  § 14.1 Where reference is made in this Agreement to a provision of AlA Document A201-1997 or another Contract
  Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract
  Documents.

  § 14.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated
  below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is
  located.
  (Insert rate of interest agreed upon, if any.)


  One percent (1 %) over the "prime rate" as reported in The Wall Street Journal.

  (Usury laws and requirements under the Federal Truth in Lending Act, similar state and local consumer credit laws
  and other regulations at the Owner's and Contractor's principal places of business, the location of the Project and
  elsewhere may affect the validity of this provision. Legal advice should be obtained with respect to deletions or
  modifications, and also regarding requirements such as written disclosures or waivers.)

  § 14.3 The Owner's representative is:
  (Name, address and other infonnation.)




  Mike Rosamond
  8411 Preston Road Suite 700
  Dallas. Texas 75225

  With copy of all notices to:
  Wayne Angel
  8411 Preston Road. Suite 700
  Dallas Texas 75225

  § 14.4 The Contractor's representative is:
  (Name, address and other infonnation.)




  Attn:Tom Sieckhaus
  Clayco. Inc.
  2199 Innerbelt Business Center Drive
  St. Louis Missouri 63114

  At all times during the course of the Project. Contractor shall provide at the job site a qualified. competent and
  resoonsible supervisor who shall be satisfactory to Owner. The supervisor shall be Doug Gellner. Any employee of
  Contractor reasonably deemed by Owner to be objectionable shall be removed from the job site promptly uoon
  Owner request and shall be promptly replaced by Contractor at no extra exoonse to Owner. Contractor shall
  nevertheless retain all authority and control over its employees. including responsibility for all costs arising from
  providing reasonable accommodations for its employees.

  § 14.5 Neither the Owner's nor the Contractor's representative nor the supervisor shall be changed without ten days'
  written notice to the other ~party and only with the other party's approval which approval may not be
  unreasonably withheld or delayed.
  AlA Document A111Tlll-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 AlA" Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or              13
  distribution of this AlA" 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 document was produced by AlA software at 15:11:31 on 05119/2006 under Order No.1000182995_1 which expires on
  7/23/2006, and is nol for resale.
  User Notes: Clayco A111 • Koll- lntelficenter ·Dallas v3 (5·19·06)                                                                         (2347931739)



R.P. Appx. 029
  § 14.6 Other provisions:


            .1       If there is any conflict among the Contract Documents, then the following prioritv shall be given
            to the same: first. the provisions of any Change Orders, Change Directives or other modifications shall
            govern. with later modifications controlling over earlier modifications. second, this Agreement (Alii)
            shall govern, third. the provisions of the General Conditions (A201). shall govern. fourth the most recent
            version of the Drawings approved by Owner and Contractor in writing shall govern and filth the Outline
            Srecs shall govern (provided that as to design matters. the Outline Specs shall govern over A Ill or A20 1) .

            .2       The Owner represents that it is the owner of fee simple title to the land on which the Project will
            be constructed (the "Land")

            .3        The Owner is committed to providing a safe working environment on the jobsite. In endeavoring
            to achieve a safe workplace. the Owner requires that the Contractor imolement a substance abuse policy
            covering all Contractor Subcontractor and Sub-subcontractor employees of any tier throughout the
            duration. of this Project. Contractor agrees that such policy shall be in accordance with the Contractor's
            coroorate substance abuse oolicy; provided that such policy shall meet or exceed the standards set forth by
            the St. Louis Construction Industry Substance Abuse Consortium.

  ARTICLE 15 ENUMERATION OF CONTRACT DOCUMENTS
  § 15.1 The Contract Documents, except for Modifications issued after execution of this Agreement, are enumerated
  as follows:
  § 15.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and
  Contractor, AlA Document Alll 1997.AI 11-1997. as modified herein.

  § 15.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction,
  AlA Document 1"~Ql 1997.A201-1997. as modified in the form attached to this Agreement.

  § 15.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated
  , and are as follows:




  § 15.1.4 The Specifications are those contained in the Project Manual dated as in Section 15.1.3, and are as follows:
  (Either list the Specifications here or refer to an exhibit attached to this Agreement.)


  See Outline Specs.
  SeGtioo



  § 15.1.5 The Drawings are as fellews, and are dated aHless a di#eFeDt date is she"'H belew:follows:
  (Either list the Drawings here or refer to an exhibit attached to this Agreement.)


  See Outline Specs.
  NumbeF



  § 15.1.6 The Addenda, if any, are as follows:

  AlA Document A111TM -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 AlA~ Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or              14
  distribution of this AlA" Document, or any portion of it, may result in severe civil and criminal penallies, and will be prosecuted to the maximum
  extent possible under the law. This document was produced by AlA software at 15:11:31 on 05/19/2006 under Order No.1000182995_1 which expires on
  7/23/2006, and is not for resale.
  User Noles: Clayco A111 - Koll- lntellicenter- Dallas v3 (5-19-06)                                                                         (2347931739)



R.P. Appx. 030
 'Numbef
  Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding
  requirements are also enumerated in this Article 15.

  § 15.1.7 Other Documents, if any, forming part of the Contract Documents are as follows:
  (List here any additional documents, such as a list of alternates that are intended to form part of the Contract
  Documents. AlA Document A201-1997 provides that bidding requirements such as advertisement or invitation to
  bid, Instructions to Bidders, sample forms and the Contractor's bid are not part of the Contract Documents unless
  enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.)



   The Clayco Control Budget attached hereto as Exhibit "C". The Clayco Control Budget is not attached for the
   puroose of (a) establishing a maximum cost of each such item. it being agreed that the Contractor's sole obligation
   with respect to the Cost of the Work is set forth in Paragraph 5.2.1 herein or (b) defining the scope of the Work that
 · the Contractor is obligated to provide under this Contract it being agreed that the Outline Specs and the other
   Contract Documents (excluding such Control Budget) shall define the Contractor's scope of Work.

  ARTICLE 16 INSURANCE AND BONDS
  (List required limits of liability for insurance and bonds. AlA Document A201-1997 gives other specific
  requirements for insurance and bonds.)

  Type ef iASUFaAGe                                                   bimit ef liability {$ 0.00)

  The Contractor will obtain and maintain at all times Builder's Risk insurance for the Project and such insurance
  shall name the Owner .Owner's equity partner and Owner's construction lender as additional insureds. Current
  evidence of such insurance shall be furnished to Owner upon request. Contractor will maintain the following
  insurance coverage: (i) a oolicy of commercial general liability insurance (occurrence form) as described in
  paragraph 11.1 of the General Conditions CA201) with coverage limits of not less than $1 000.000 per occurrence
  and $2 000 000 in the aggregate (ii) employer's liability coverage with limits of not less than $1.000.000.
  (iii) worker's compensation with limits of not less than $1 000.000 covering all persons employed by Contractor in
  the conduct of its operations at the Project (including the all states endorsement and. if applicable the volunteers
  endorsement). Civ) automobile liability coverage of not less than $1 000 000 (v) umbrella policy of commercial
  general Iiabilitv insurance with limits of not less than $10 000 000. Such insurance oolicies shall be issued by
  insurance companies with a rating of not less than A-Class VIII in the latest edition of Best's Insurance Guide.
  Owner and Prudential Insurance Company of America ("Prudential") shall be a named additional insured partv on
  all such insurance oolicies and Contractor shall deliver to Owner certified copies of such insurance policies
  together with certificates evidencing the coverage of Owner and Prudential under all such insurance policies and a
  certified copy of the declarations page to each of the insurance policies. promptly uoon issuance or renewal thereof.

  Simultaneously with the execution hereof. Contractor shall enter into the Construction Indemnity and Assignment in
  the form attached hereto as Exhibit "D".




  AlA Document A1ttTM -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 AlA" Document is protected by U.S. Copyright law and International Treaties. Unauthorized reproduction or              15
  distribution of this AlA~ 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 document was produced by AlA software at 15:11:31 on 05/19/2006 under Order No.1000182995_1 which expires on
  7/23/2006, and is not for resale.
  User Notes: Clayco A111 • Koll- lntemcenter- Dallas v3 (5·19-06)                                                                           (2347931739)



R.P. Appx. 031
  This Agreement is entered into as of the day and year first written above and is executed in at least three original
  copies, of which one is to be delivered to the Contractor, one to the Architect for use in the administration of the
  Contract, and the remainder to the Owner.




  Exhibit "A" - Project Schedule
  Exhibit "B"- Outline Specifications & Drawings
  Exhibit "C" -Clay co Control Budget
  Exhibit "D" - Construction Indemnity and Assignment
  Exhibit "E"- Architect's Certificate
  Exhibit "F'- Civil Engineer's Certificate
  Exhibit "G" - Contractor's Consent and Agreement

  THIS AGREEMENT CONTAINS A BINDING ARBITRATION
  PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
  IN1ELLICEN1ER DALLAS INVESlMENTS LLP                              CLAYCO INC.
    By: KDC-HPB Investments Dallas LP
     its partner
     By: KDC-HPB Inve.~tments Dallas GP LLC
       its general oortner
       By: Koll Development Comoany L LP. Member
           By: SWV LLC Managing General Partner



  OWNER (Signature)                                                CONTRACTOR (Signature)




  (Printed name and title)                                         (Printed name and title)
                                                                       V!Ar /!t.~l~ d.C O/d'Cffl#l&({




  AlA Document A111TM -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 AlA"' Document is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or              16
  distribution of this AlA"' 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 taw. This document was produced by AlA software at 15:11:31 on 05/19/2006 under Order No.1000182995_1 which expires on
  7/23/2006, and is not for resale.
  User Notes: Clayco A111 - Koll- lntellicenter- Dallas v3 (5-19-06)                                                                          (2347931739)



R.P. Appx. 032
                                     Document A201™ -1997
 General Conditions of the Contract for Construction


  for the following PROJECT:
 (Name and location or address):


 The design and construction of a 4-story speculative office building, consisting of
 approximately 211,637 gross square feet, located at 3701 Regent Blvd., Irving, Texas.                              This document has important
                                                                                                                    legal consequences.
THE OWNER:                                                                                                          Consultation with an attorney
(Name and address):                                                                                                 is encouraged with respect to
                                                                                                                    its completion or modification.

Intellicenter Dallas Investments, LLP                                                                               This document has been
                                                                                                                    approved and endorsed by The
8115 Preston Rd., Suite #700
                                                                                                                    Associated General Contractors
Dallas, TX 75225
                                                                                                                    of America

THE ARCHITECT:
(Name and address):

FS Architecture, PC
c/o Forum Studios, Inc.
2199 Innerbelt Business Center Drive
St. Louis, Missouri 63114



TABLE OF ARTICLES

 1         GENERAL PROVISIONS

2          OWNER

 3         CONTRACTOR

4          ADMINISTRATION OF THE CONTRACT

 5         SUBCONTRACTORS

 6         CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

 7         CHANGES IN THE WORK

8          TIME

9          PAYMENTS AND COMPLETION

 10        PROTECTION OF PERSONS AND PROPERTY

 11        INSURANCE AND BONDS

AlA Document A201"' -1997. Copyright © 1911, 1915,1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        1
reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 033
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
 12        UNCOVERING AND CORRECTION OF WORK

 13        MISCELLANEOUS PROVISIONS

 14        TERMINATION OR SUSPENSION OF THE CONTRACT




AlA Document A20FM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        2
reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 034
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
INDEX                                                                        3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5
(Numbers and Topics in Bold are Section Headings)                            Architect's Approvals
                                                                             2.4, 3.1.3, 3.5.1, 3.10.2, 4.2.7
Acceptance of Nonconforming Work                                             Architect's Authority to Reject Work
9.6.6, 9.9.3, 12.3                                                           3.5.1, 4.2.6, 12.1.2, 12.2.1
Acceptance of Work                                                           Architect's Copyright
9.6.6, 9.8.2, 9.9.3, 9.10.1, 9.10.3, 12.3                                    1.6
Access to Work                                                               Architect's Decisions
3.16, 6.2.1, 12.1                                                            4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5,
Accident Prevention                                                          4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4,
4.2.3, 10                                                                    9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4
Acts and Omissions                                                           Architect's Inspections
3.2, 3.3.2, 3.12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1,                        4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.8.3, 9.9.2, 9.10.1, 13.5
9.5.1, 10.2.5, 13.4.2, 13.7, 14.1                                            Architect's Instructions
Addenda                                                                      3.2.3, 3.3.1, 4.2.6, 4.2.7, 4.2.8, 7.4.1, 12.1, 13.5.2
1.1.1, 3.11                                                                  Architect's Interpretations
Additional Costs, Claims for                                                 4.2.11, 4.2.12, 4.3.6
4.3.4, 4.3.5, 4.3.6, 6.1.1, 10.3                                             Architect's Project Representative
Additional Inspections and Testing                                           4.2.10
9.8.3, 12.2.1, 13.5                                                          Architect's Relationship with Contractor
Additional Time, Claims for                                                  1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1,
4.3.4, 4.3.7, 8.3.2                                                          3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2,
ADMINISTRATION OF THE CONTRACT                                               4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4,
3.1.3, 4, 9.4, 9.5                                                           9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12,
Advertisement or Invitation to Bid                                           13.4.2, 13.5
1.1.1                                                                        Architect's Relationship with Subcontractors
Aesthetic Effect                                                             1.1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7
4.2.13, 4.5.1                                                                Architect's Representations
Allowances                                                                   9.4.2, 9.5.1, 9.10.1       '
3.8                                                                          Architect's Site Visits
All-risk Insurance                                                           4.2.2, 4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1,
11.4.1.1                                                                     13.5
Applications for Payment                                                     Asbestos
4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5,                     10.3.1
9.10, 11.1.3, 14.2.4, 14.4.3                                                 Attorneys' Fees
Approvals                                                                    3.18.1, 9.10.2, 10.3.3
2.4, 3.1.3, 3.5, 3.10.2, 3.12, 4.2.7, 9.3.2, 13.4.2, 13.5                    Award of Separate Contracts
Arbitration                                                                  6.1.1, 6.1.2
4.3.3, 4.4, 4.5.1, 4.5.2, 4.6, 8.3.1, 9.7.1, 11.4.9,                         Award of Subcontracts and Other Contracts for
11.4.10                                                                      Portions of the Work
Architect                                                                    5.2
4.1                                                                          Basic Defmitions
Architect, Definition of                                                     1.1
4.1.1                                                                        Bidding Requirements
Architect, Extent of Authority                                               1.1.1, 1.1.7, 5.2.1, 11.5.1
2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4,                   Boiler and Machinery Insurance
9.2, 9.3.1, 9.4, 9.5, 9.8.3, 9.10.1, 9.10.3, 12.1, 12.2.1,                   11.4.2
13.5.1, 13.5.2, 14.2.2, 14.2.4                                               Bonds, Lien
Architect, Limitations of Authority and                                      9.10.2
Responsibility                                                               Bonds, Performance, and Payment
2.1.1, 3.3.3, 3.12.4, 3.12.8, 3.12.10, 4.1.2, 4.2.1,                         7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4,                     Building Permit
5.2.1, 7.4, 9.4.2, 9.6.4, 9.6.6                                              3.7.1
Architect's Additional Services and Expenses                                 Capitalization
2.4, 11.4.1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4                                1.3
Architect's Administration of the Contract                                   Certificate of Substantial Completion
AlA Document A201m -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1956, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                             3
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 035
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (9865361 BB)
 9.8.3, 9.8.4, 9.8.5                                                          1.6.1, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6.4,
 Certificates for Payment                                                     4.6.6, 9.6.4, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,
 4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1,                  13.5.2, 13.6, 14.1.1, 14.2.1.3
 9.10.3, 13.7, 14.1.1.3, 14.2.4                                               Concealed or Unknown Conditions
 Certificates of Inspection, Testing or Approval                              4.3.4, 8.3.1, 10.3
 13.5.4                                                                       Conditions of the Contract
 Certificates of Insurance                                                    1.1.1, 1.1.7, 6.1.1, 6.1.4
 9.10.2, 11.1.3                                                               Consent, Written
 Change Orders                                                                1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2,
 1.1.1, 2.4.1, 3.4.2, 3.8.2.3, 3.11.1, 3.12.8, 4.2.8, 4.3.4,                  9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2
 4.3.9, 5.2.3, 7.1, 7.2, 7.3, 8.3.1, 9.3.1.1, 9.10.3,                         CONSTRUCTION BY OWNER OR BY
 11.4.1.2, 11.4.4, 11.4.9, 12.1.2                                             SEPARATE CONTRACTORS
 Change Orders, Definition of                                                 1.1.4, 6
 7.2.1                                                                        Construction Change Directive, Definition of
 CHANGES IN THE WORK                                                          7.3.1
 3.11, 4.2.8, 7, 8.3.1, 9.3.1.1, 11.4.9                                       Construction Change Directives
 Claim, Defmition of                                                          1.1.1, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.1.1
 4.3.1                                                                        Construction Schedules, Contractor's
 Claims and Disputes                                                          1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
 3.2.3, 4.3, 4.4, 4.5, 4.6, 6.1.1, 6.3, 7.3.8, 9.3.3, 9.10.4,                 Contingent Assignment of Subcontracts
 10.3.3                                                                       5.4, 14.2.2.2
 Claims and Timely Assertion of Claims                                        Continuing Contract Performance
 4.6.5                                                                        4.3.3
 Claims for Additional Cost                                                   Contract, Definition of
 3.2.3, 4.3.4, 4.3.5, 4.3.6, 6.1.1, 7.3.8, 10.3.2                             1.1.2
 Claims for Additional Time                                                   CONTRACT, TERMINATION OR
 3.2.3, 4.3.4, 4.3.7, 6.1.1, 8.3.2, 10.3.2                                    SUSPENSION OF THE
 Claims for Concealed or Unknown Conditions                                   5.4.1.1, 11.4.9, 14
 4.3.4                                                                        Contract Administration
 Claims for Damages                                                           3.1.3, 4, 9.4, 9.5
 3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3,                     Contract A ward and Execution, Conditions Relating
 11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4                                       to
 Claims Subject to Arbitration                                                3.7.1, 3.10, 5.2, 6.1, 11.1.3, 11.4.6, 11.5.1
 4.4.1, 4.5.1, 4.6.1                                                          Contract Documents, The
 Cleaning Up                                                                  1.1, 1.2
 3.15, 6.3                                                                    Contract Documents, Copies Furnished and Use of
 Commencement of Statutory Limitation Period                                  1.6, 2.2.5, 5.3
 13.7                                                                         Contract Documents, Definition of
 Commencement of the Work, Conditions Relating to                             1.1.1
 2.2.1, 3.2.1, 3.4.1, 3.7.1, 3.10.1, 3.12.6, 4.3.5, 5.2.1,                    Contract Sum
 5.2.3, 6.2.2, 8.1.2, 8.2.2, 8.3.1, 11.1, 11.4.1, 11.4.6,                     3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2,
 11.5.1                                                                       9.5.1.4, 9.6.7, 9.7, 10.3.2, 11.4.1, 14.2.4, 14.3.2
 Commencement of the Work, Definition of                                      Contract Sum, Definition of
 8.1.2                                                                        9.1
 Communications Facilitating Contract                                         Contract Time
 Administration                                                               4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8.1.1, 8.2,
 3.9.1, 4.2.4                                                                 8.3.1, 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2
 Completion, Conditions Relating to                                           Contract Time, Definition of
 1.6.1, 3.4.1, 3.11, 3.15, 4.2.2, 4.2.9, 8.2, 9.4.2, 9.8,                     8.1.1
 9.9.1, 9.10, 12.2, 13.7, 14.1.2                                              CONTRACTOR
 COMPLETION, PAYMENTS AND                                                     3
 9                                                                            Contractor, Definition of
 Completion, Substantial                                                      3.1, 6.1.2
 4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,                       Contractor's Construction Schedules
 9.10.4.2, 12.2, 13.7                                                         1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
 Compliance with Laws                                                         Contractor's Employees


 AlA Document A201"'- 1997. Copyright © 1911. 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                              4
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is notfor resale.

R.P. Appx. 036
 User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,                  6.2.5, 3.14
11.1.1, 11.4.7, 14.1, 14.2.1.1,                                              Damage to Construction of Owner or Separate
Contractor's Liability Insurance                                             Contractors
11.1                                                                         3.14.2, 6.2.4, 9.2.1.5, 10.2.1.2, 10.2.5, 10.6, 11.1,
Contractor's Relationship with Separate Contractors                          11.4, 12.2.4
and Owner's Forces                                                           Damage to theWork
3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4                             3.14.2, 9.9.1, 10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4
Contractor's Relationship with Subcontractors                                Damages, Claims for
1.2.2, 3.3.2, 3.18.1, 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2,                       3.2.3, 3.18, 4.3.10, 6.1.1, 8.3.3, 9.5.1, 9.6.7, 10.3.3,
11.4.1.2, 11.4.7, 11.4.8                                                     11.1.1, 11.4.5, 11.4.7, 14.1.3, 14.2.4
Contractor's Relationship with the Architect                                 Damages for Delay
1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1,                 6.1.1, 8.3.3, 9.5.1.6, 9.7, 10.3.2
3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4.1.2, 4.1.3, 4.2,                      Date of Commencement of the Work, Definition of
43.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4,                     8.1.2
9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12,                          Date of Substantial Completion, Definition of
13.4.2, 13.5                                                                 8.1.3
Contractor's Representations                                                 Day, Definition of
1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.8.2                             8.1.4
Contractor's Responsibility for Those Performing the                         Decisions of the Architect
Work                                                                         4.2.6, 4.2.7, 4.2.11, 4.2.12, 4.2.13, 4.3.4, 4.4.1, 4.4.5,
3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1,                    4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1, 9.2, 9.4,
10                                                                           9.5.1, 9.8.4, 9.9.1, 13.5.2, 14.2.2, 14.2.4
Contractor's Review of Contract Documents                                    Decisions to Withhold Certification
1.5.2, 3.2, 3.7.3                                                            9.4.1, 9.5, 9.7, 14.1.1.3
Contractor's Right to Stop the Work                                          Defective or Nonconforming Work, Acceptance,
9.7                                                                          Rejection and Correction of
Contractor's Right to Terminate the Contract                                 2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.5.2, 9.6.6, 9.8.2,
4.3.10, 14.1                                                                 9.9.3, 9.10.4, 12.2.1, 13.7.1.3
Contractor's Submittals                                                      Defective Work, Definition of
3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3,                      3.5.1
9.8.2, 9.8.3, 9.9.1, 9.10.2, 9.10.3, 11.1.3, 11.5.2                          Definitions
Contractor's Superintendent                                                  1.1, 2.1.1, 3.1, 3.5.1, 3.12.1, 3.12.2, 3.12.3, 4.1.1,
3.9, 10.2.6                                                                  4.3.1, 5.1, 6.1.2, 7.2.1, 7.3.1, 7.3.6, 8.1, 9.1, 9.8.1
Contractor's Supervision and Construction                                    Delays and Extensions of Time
Procedures                                                                   3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1,
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3,                        7.4.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12,14                                   Disputes
Contractual Liability Insurance                                              4.1.4, 4.3, 4.4, 4.5, 4.6, 6.3, 7.3.8
11.1.1.8, 11.2, 11.3                                                         Documents and Samples at the Site
Coordination and Correlation                                                 3.11
1.2, 1.5.2, 3.3.1, 3.10, 3.12.6, 6.1.3, 6.2.1                                Drawings, Definition of
Copies Furnished of Drawings and Specifications                              1.1.5
1.6, 2.2.5, 3.11                                                             Drawings and Specifications, Use and Ownership of
Copyrights                                                                   1.1.1, 1.3, 2.2.5, 3.11, 5.3
1.6, 3.17                                                                    Effective Date of Insurance
Correction of Work                                                           8.2.2, 11.1.2
2.3, 2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1, 12.1.2,                  Emergencies
12.2, 13.7.1.3                                                               4.3.5, 10.6, 14.1.1.2
Correlation and Intent of the Contract Documents                             Employees, Contractor's
1.2                                                                          3.3.2, 3.4.3, 3.8.1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,
Cost, Definition of                                                          11.1.1, 11.4.7, 14.1, 14.2.1.1
7.3.6                                                                        Equipment, Labor, Materials and
Costs                                                                        1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1,
2.4, 3.2.3, 3.7.4, 3.8.2, 3.15.2, 4.3, 5.4.2, 6.1.1, 6.2.3,                  4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3,
7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 9.10.2, 10.3.2, 10.5, 11.3,                    9.10.2, 10.2.1, 10.2.4, 14.2.1.2
11.4, 12.1, 12.2.1, 12.2.4, 13.5, 14                                         Execution and Progress of the Work
Cutting and Patching
AlA Document A201™ -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966,1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                             5
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 037
User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 (5-19-06)                                                                          (986536188)
1.1.3, 1.2.1, 1.2.2, 2.2.3, 2.2.5, 3.1, 3.3, 3.4, 3.5, 3.7,                   Insurance, Project Management Protective
3.10, 3.12, 3.14, 4.2.2, 4.2.3, 4.3.3, 6.2.2, 7.1.3, 7.3.4,                   Liability
8.2, 9.5, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3                                 11.3
Extensions of Time                                                            Insurance, Property
3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3, 7.4.1,                  10.2.5, 11.4
9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2                                          Insurance, Stored Materials
Failure of Payment                                                            9.3.2, 11.4.1.4
4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6                         INSURANCE AND BONDS
Fau1tyWork                                                                    11
(See Defective or Nonconforming Work)                                         Insurance Companies, Consent to Partial Occupancy
Final Completion and Final Payment                                            9.9.1, 11.4.1.5
4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1,                     Insurance Companies, Settlement with
11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3                                          11.4.10
Financial Arrangements, Owner's                                               Intent of the Contract Documents
2.2.1, 13.2.2, 14.1.1.5                                                       1.2.1, 4.2.7, 4.2.12, 4.2.13, 7.4
Fire and Extended Coverage Insurance                                          Interest
11.4                                                                          13.6
GENERAL PROVISIONS                                                            Interpretation
1                                                                             1.2.3, 1.4, 4.1.1, 4.3.1, 5.1, 6.1.2, 8.1.4
Governing Law                                                                 Interpretations, Written
13.1                                                                          4.2.11, 4.2.12, 4.3.6
Guarantees (See Warranty)                                                     Joinder and Consolidation of Claims Required
Hazardous Materials                                                           4.6.4
10.2.4, 10.3, 10.5                                                            Judgment on Final Award
Identification of Contract Documents                                          4.6.6
1.5.1                                                                         Labor and Materials, Equipment
Identification of Subcontractors and Suppliers                                1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3.15.1,
5.2.1                                                                         42.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3, 9.5.1.3,
Indemnification                                                               9.10.2, 10.2.1, 10.2.4, 14.2.1.2
3.17, 3.18, 9.10.2, 10.3.3, 10.5, 11.4.1.2, 11.4.7                            Labor Disputes
Information and Services Required of the Owner                                8.3.1
2.1.2, 2.2, 3.2.1, 3.12.4; 3.12.10, 4.2.7, 4.3.3, 6.1.3,                      Laws and Regulations
6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3,                     1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6,
11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4                                  9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,
Injury or Damage to Person or Property                                        13.5.2, 13.6, 14
4.3.8, 10.2, 10.6                                                             Liens
Inspections                                                                   2.1.2, 4.4.8, 8.2.2, 9.3.3, 9.10
3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2,                       Limitation on Consolidation or Joinder
9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5                                            4.6.4
Instructions to Bidders                                                       Limitations, Statutes of
1.1.1                                                                         4.6.3, 12.2.6, 13.7
Instructions to the Contractor                                                Limitations of Liability
3.2.3, 3.3.1, 3.8.1, 4.2.8, 5.2.1, 7, 12, 8.2.2, 13.5.2                       2.3, 3.2.1, 3.5.1, 3.7.3, 3.12.8, 3.12.10, 3.17, 3.18,
Insurance                                                                     4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.10.4,
3.18.1, 6.1.1, 7.3.6, 8.2.1, 9.3.2, 9.8.4, 9.9.1, 9.10.2,                     10.3.3, 10.2.5, 11.1.2, 11.2.1, 11.4.7, 12.2.5, 13.4.2
9.10.5, 11                                                                    Limitations of Time
Insurance, Boiler and Machinery                                               2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1,
11.4.2                                                                        4.2.7, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4,
Insurance, Contractor's Liability                                             8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9,
11.1                                                                          9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5,
Insurance, Effective Date of                                                  13.7, 14
8.2.2, 11.1.2                                                                 Loss of Use Insurance
Insurance, Loss of Use                                                        11.4.3
11.4.3                                                                        Material Suppliers
Insurance, Owner's Liability                                                  1.6, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5
11.2                                                                          Materials, Hazardous
                                                                              10.2.4, 10.3, 10.5
 AlA Document A2Q1TM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                              6
 maximum extent possible under the law. This document was produced by AlA software at14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.
 User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
R.P. Appx. 038
Materials, Labor, Equipment and                                              1.6, 2.1.1, 2.3, 2.4, 3.4.2, 3.8.1, 3.12.10, 3.14.2, 4.1.2,
1.1.3, 1.1.6, 1.6.1, 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13,                  4.1.3, 4.2.4, 4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4, 5.4.1,
3.15.1, 4.2.6, 4.2.7, 5.2.1, 6.2.1, 7.3.6, 9.3.2, 9.3.3,                     6.1, 6.3, 7.2.1, 7.3.1, 8.2.2, 8.3.1, 9.3.1, 9.3.2, 9.5.1,
9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2                                    9.9.1, 9.10.2, 10.3.2, 11.1.3, 11.3.1, 11.4.3, 11.4.10,
Means, Methods, Techniques, Sequences and                                    12.2.2, 12.3.1, 13.2.2, 14.3, 14.4
Procedures of Construction                                                   Owner's Financial Capability
3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2                                          2.2.1, 13.2.2, 14.1.1.5
Mechanic's Lien                                                              Owner's Liability Insurance
4.4.8                                                                        11.2
Mediation                                                                    Owner's Loss of Use Insurance
4.4.1, 4.4.5, 4.4.6, 4.4.8, 4.5, 4.6.1, 4.6.2, 8.3.1, 10.5                   11.4.3
Minor Changes in the Work                                                    Owner's Relationship with Subcontractors
1.1.1, 3.12.8, 4.2.8, 4.3.6, 7.1, 7.4                                        1.1.2, 5.2, 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2
MISCELLANEOUS PROVISIONS                                                     Owner's Right to Carry Out the Work
13                                                                           2.4, 12.2.4. 14.2.2.2
Modifications, Definition of                                                 Owner's Right to Clean Up
1.1.1                                                                        6.3
Modifications to the Contract                                                Owner's Right to Perform Construction and to
1.1.1, 1.1.2, 3.7.3, 3.11; 4.1.2, 4.2.1, 5.2.3, 7, 8.3.1,                    A ward Separate Contracts
9.7, 10.3.2, 11.4.1                                                          6.1
Mutual Responsibility                                                        Owner's Right to Stop the Work
6.2                                                                          2.3
Nonconforming Work, Acceptance of                                            Owner's Right to Suspend the Work
9.6.6, 9.9.3, 12.3                                                           14.3
Nonconforming Work, Rejection and Correction of                              Owner's Right to Terminate the Contract
2.3, 2.4, 3.5.1, 4.2.6, 6.2.5, 9.5.1, 9.8.2, 9.9.3, 9.10.4,                  14.2
12.2.1, 13.7.1.3                                                             Ownership and Use of Drawings, Specifications
Notice                                                                       and Other Instruments of Service
2.2.1, 2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7.4, 3.12.9, 4.3,                    1.1.1, 1.6, 2.2.5, 3.2.1, 3.11.1, 3.17.1, 4.2.12, 5.3
4.4.8, 4.6.5, 5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 11.1.3,                       Partial Occupancy or Use
11.4.6, 12.2.2, 12.2.4, 13.3, 13.5.1, 13.5.2, 14.1, 14.2                     9.6.6, 9.9, 11.4.1.5
Notice, Written                                                              Patching, Cutting and
2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5,                    3.14, 6.2.5
5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6,                       Patents
12.2.2, 12.2.4, 13.3, 14                                                     3.17
Notice of Testing and Inspections                                            Payment, Applications for
13.5.1, 13.5.2                                                               4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5.1, 9.6.3, 9.7.1, 9.8.5,
Notice to Proceed                                                            9.10.1, 9.10.3, 9.10.5, 11.1.3, 14.2.4, 14.4.3
8.2.2                                                                        Payment, Certificates for
Notices, Permits, Fees and                                                   4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6.1, 9.6.6, 9.7.1, 9.10.1,
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2                                            9.10.3, 13.7, 14.1.1.3, 14.2.4
Observations, Contractor's                                                   Payment, Failure of
1.5.2, 3.2, 3.7.3, 4.3.4                                                     4.3.6, 9.5.1.3, 9.7, 9.10.2, 14.1.1.3, 14.2.1.2, 13.6
Occupancy                                                                    Payment, Final
2.2.2, 9.6.6, 9.8, 11.4.1.5                                                  4.2.1, 4.2.9, 4.3.2, 9.8.2, 9.10, 11.1.2, 11.1.3, 11.4.1,
Orders, Written                                                              11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3
1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2,                        Payment Bond, Performance Bond and
13.5.2, 14.3.1                                                               7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
OWNER                                                                        Payments, Progress
2                                                                            4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3
Owner, Definition of                                                         PAYMENTS AND COMPLETION
2.1                                                                          9
Owner, Information and Services Required of the                              Payments to Subcontractors
2.1.2, 2.2, 3.2.1, 3.12.4, 3.12.10, 4.2.7, 4.3.3, 6.1.3,                     5.4.2, 9.5.1.3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8,
6.1.4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, 10.3.3,                    14.2.1.2
11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4                                 PCB
Owner's Authority                                                            10.3.1

AlA Document A201 ™- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        7
reproduction or distribution of this AlA® 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 Jaw. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
R.P. Appx. 039
Performance Bond and Payment Bond                                            Review of Contractor's Submittals by Owner and
7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5                                         Architect
Permits, Fees and Notices                                                    3.10.1, 3.10.2, 3.11, 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2                                            Review of Shop Drawings, Product Data and
PERSONS AND PROPERTY, PROTECTION                                             Samples by Contractor
OF                                                                           3.12
10                                                                           Rights and Remedies
                                                                             1.1.2, 2.3, 2.4, 3.5.1, 3.15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3,
Polychlorinated Biphenyl                                                     5.4, 6.1, 6.3, 7.3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3,
10.3.1                                                                       12.2.2, 12.2.4, 13.4, 14
Product Data, Definition of                                                  Royalties, Patents and Copyrights
3.12.2                                                                       3.17
Product Data and Samples, Shop Drawings                                      Rules and Notices for Arbitration
3.11, 3.12, 4.2.7                                                            4.6.2
Progress and Completion                                                      Safety of Persons and Property
4.2.2, 4.3.3, 8.2, 9.8, 9.9.1, 14.1.4                                        10.2, 10.6
Progress Payments                                                            Safety Precautions and Programs
4.3.3, 9.3, 9.6, 9.8.5, 9.10.3, 13.6, 14.2.3                                 3.3.1, 4.2.2, 4.2.7, 5.3.1, 10.1, 10.2, 10.6
Project, Definition of the                                                   Samples, Definition of
1.1.4                                                                        3.12.3
Project Management Protective Liability                                      Samples, Shop Drawings, Product Data and
Insurance                                                                    3.11, 3.12, 4.2.7
11.3                                                                         Samples at the Site, Documents and
Project Manual, Definition of the                                            3.11
1.1.7                                                                        Schedule of Values
Project Manuals                                                              9.2, 9.3.1
2.2.5                                                                        Schedules,
Project Representatives                                                      1.4.1.2, 3.10, 3.Construction12.1, 3.12.2, 4.3.7.2,
4.2.10                                                                       6.1.3
Property Insurance                                                           Separate Contracts and Contractors
10.2.5, 11.4                                                                 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1,
PROTECTION OF PERSONS AND PROPERTY                                           11.4.7, 12.1.2, 12.2.5 .
10                                                                           Shop Drawings, Definition of
Regulations and Laws                                                         3.12.1
1.6, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6,                      Shop Drawings, Product Data and Samples
9.6.4, 9.9.1, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,                        3.11, 3.12, 4.2.7
13.5.2, 13.6, 14                                                             Site, Use of
Rejection of Work                                                            3.13, 6.1.1, 6.2.1
3.5.1, 4.2.6, 12.2.1                                                         Site Inspections
Releases and Waivers of Liens                                                1.2.2, 3.2.1, 3.3.3, 3.7.1, 4.2, 4.3.4, 9.4.2, 9.10.1, 13.5
9.10.2                                                                       Site Visits, Architect's
Representations                                                              4.2.2, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9.10.1, 13.5
1.5.2, 3.5.1, 3.12.6, 6.2.2, 8.2.1, 9.3.3, 9.4.2, 9.5.1,                     Special Inspections and Testing
9.8.2, 9.10.1                                                                4.2.6, 12.2.1, 13.5
Representatives                                                              Specifications, Definition of the
2.1.1, 3.1.1, 3.9, 4.1.1, 4.2.1, 4.2.10, 5.1.1, 5.1.2,                       1.1.6
13.2.1                                                                       Specifications, The
Resolution of Claims and Disputes                                            1.1.1, 1.1.6, 1.1.7, 1.2.2, 1.6, 3.11, 3.12.10, 3.17
4.4, 4.5, 4.6                                                                Statute of Limitations
Responsibility for Those Performing the Work                                 4.6.3, 12.2.6, 13.7
3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1, 6.1.3, 6.2, 6.3, 9.5.1,                    Stopping the Work
10                                                                           2.3, 4.3.6, 9.7, 10.3, 14.1
Retainage                                                                    Stored Materials
9.3.1, 9.6.2, 9.8.5, 9.9.1, 9.10.2, 9.10.3                                   6.2.1, 9.3.2, 10.2.1.2, 10.2.4, 11.4.1.4
Review of Contract Documents and Field                                       Subcontractor, Definition of
Conditions by Contractor                                                     5.1.1
1.5.2, 3.2, 3.7.3, 3.12.7, 6.1.3                                             SUBCONTRACTORS
AlA Document A201,., -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        S
reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 040
User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 {5-19-06)                                                                          (986536188)
5                                                                            TERMINATION OR SUSPENSION OF THE
Subcontractors, Work by                                                      CONTRACT
1.2.2, 3.3.2, 3.12.1, 4.2.3, 5.2.3, 5.3, 5.4, 9.3.1.2,                       14
9.6.7                                                                        Tests and Inspections
Subcontractual Relations                                                     3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.3, 9.9.2,
5.3, 5.4, 9.3.1.2, 9.6, 9.10 10.2.1, 11.4.7, 11.4.8, 14.1,                   9.10.1, 10.3.2, 11.4.1.1, 12.2.1,13.5
14.2.1, 14.3.2                                                               TIME
Submittals                                                                   8
1.6, 3.10, 3.11, 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2,                      Time, Delays and Extensions of
9.3, 9.8, 9.9.1, 9.10.2, 9.10.3, 11.1.3                                      3.2.3, 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1, 7.3.1,
Subrogation, Waivers of                                                      7.4.1, 8.3, 9.5.1, 9.7.1, 10.3.2, 10.6.1, 14.3.2
6.1.1, 11.4.5, 11.4.7                                                        Time Limits
Substantial Completion                                                       2.1.2, 2.2, 2.4, 3.2.1, 3.7.3, 3.10, 3.11, 3.12.5, 3.15.1,
4.2.9, 8.1.1, 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9.10.3,                       4.2, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7 .3, 7.4,
9.10.4.2, 12.2, 13.7                                                         8.2, 9.2, 9.3.1, 9.3.3, 9.4.1, 9.5, 9.6, 9.7, 9.8, 9.9,
Substantial Completion, Definition of                                        9.10, 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5,
9.8.1                                                                        13.7, 14
Substitution of Subcontractors                                               Time Limits on Claims
5.2.3, 5.2.4                                                                 4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6
Substitution of Architect                                                    Title to Work
4.1.3                                                                        9.3.2, 9.3.3
Substitutions of Materials                                                   UNCOVERING AND CORRECTION OF
3.4.2, 3.5.1, 7.3.7                                                          WORK
Sub-subcontractor, Definition of                                             12
5.1.2                                                                        Uncovering of Work
Subsurface Conditions                                                        12.1
4.3.4                                                                        Unforeseen Conditions
Successors and Assigns                                                       4.3.4, 8.3.1, 10.3
13.2                                                                         Unit Prices
Superintendent                                                               4.3.9, 7.3.3.2
3.9, 10.2.6                                                                  Use of Documents
Supervision and Construction Procedures                                      1.1.1, 1.6, 2.2.5, 3.12.6, 5.3
1.2.2, 3.3, 3.4, 3.12.10, 4.2.2, 4.2.7, 4.3.3, 6.1.3,                        Use of Site
6.2.4, 7.1.3, 7.3.6, 8.2, 8.3.1, 9.4.2, 10, 12, 14                           3.13, 6.1.1, 6.2.1
Surety                                                                       Values, Schedule of
4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2                                9.2, 9.3.1
Surety, Consent of                                                           Waiver of Claims by the Architect
9.10.2, 9.10.3                                                               13.4.2
Surveys                                                                      Waiver of Claims by the Contractor
2.2.3                                                                        4.3.10, 9.10.5, 11.4.7, 13.4.2
Suspension by the Owner for Convenience                                      Waiver of Claims by the Owner
14.4                                                                         4.3.10, 9.9.3, 9.10.3, 9.10.4, 11.4.3, 11.4.5, 11.4.7,
Suspension of the Work                                                       12.2.2.1, 13.4.2, 14.2.4
5.4.2, 14.3                                                                  Waiver of Consequential Damages
Suspension or Termination of the Contract                                    4.3.10, 14.2.4
4.3.6, 5.4.1.1, 11.4.9, 14                                                   Waiver of Liens
Taxes                                                                        9.10.2, 9.10.4
3.6, 3.8.2.1, 7.3.6.4                                                        Waivers of Subrogation
Termination by the Contractor                                                6.1.1, 11.4.5, 11.4.7
4.3.10, 14.1                                                                 Warranty
Termination by the Owner for Cause                                           3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2,
4.3.10, 5.4.1.1, 14.2                                                        13.7.1.3
Termination of the Architect                                                 Weather Delays
4.1.3                                                                        4.3.7.2
Termination of the Contractor                                                Work, Definition of
14.2.2                                                                       1.1.3
                                                                             Written Consent
AlA Document A201"'- 1997. Copyright © 1911. 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        g
reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 041
User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 {5-19-06)                                                                          {986536188)
1.6, 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2,                      2.3, 2.4, 3.3.1, 3.9, 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5,
9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.1, 13.2, 13.4.2                           5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6,
Written Interpretations                                                      12.2.2, 12.2.4, 13.3, 14
4.2.11, 4.2.12, 4.3.6                                                        Written Orders
Written Notice                                                               1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1, 12.2,
                                                                             13.5.2, 14.3.1




AlA Document A201TM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                             1O
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 042
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
 ARTICLE 1 GENERAL PROVISIONS
 § 1.1 BASIC DEFINITIONS
 § 1.1.1 THE CONTRACT DOCUMENTS
 The Contract Documents consist of the Agreement between Owner and Contractor (hereinafter the Agreement),
 Agreement, this specifically modified AlA Document A201-1997, General Conditions of the Contract (General,
 SHpplementary and other Conditions), ("A201"), Drawings, Specifications, Addenda issued prior to execution of the
 Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A
 Modification is (1) a written amendment to the Contract signed by both parties, or (2) a Change Order, (3) a
 Construction Change Directive or (4) a written order for a minor change in the \Vork issued by the ,\Tchitect. Order.
 Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as
 bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor's bid
 or portions of Addenda relating to bidding requirements). References herein to the "Agreement" shall mean and
 refer to the specifically modified Standard Form of Agreement Between Owner and Contractor, or Owner and
 Construction Manager, which may be an AlA Document A1 01, A111 or A121, whichever is applicable.

 § 1.1.2 THE CONTRACT
 The Contract Documents form"the Contract for Construction. The Contract represents the entire and integrated
 agreement between the parties hereto and supersedes prior negotiations, representations or agreements, either written
 or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be
 construed to create a contractual relationship of any kind (1) between the Architect and Contractor, (2) between the
 Owner and a Subcontractor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any persons
 or entities other than the Owner and Contractor. The ,\Tchitect shall, however, be entitled to performance and
 enforcement of obligations under the Contract intended to facilitate performance of the ,\Tchitect' s duties.

 § 1.1.3 THE WORK
 The term "Work" means the construction and services required by the Contract Documents, whether completed or
 partially completed, and includes all other labor, materials, equipment and services provided or to be provided by
 the Contractor to fulfill the Contractor's obligations. The Work may constitute the whole or a part of the Project.


 § 1.1.4 THE PROJECT
 The Project is the total construction of which the Work performed under the Contract Documents may be the whole
 or a part and which may include construction by the Owner or by separate contractors.

 § 1.1.5 THE DRAWINGS
 The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and
 dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams.

 § 1.1.6 THE SPECIFICATIONS
 The Specifications are that portion of the Contract Documents consisting of the written requirements for materials,
 equipment, systems, standards and workmanship for theWork, and performance of related services.

 § 1.1.7 THE PROJECT MANUAL
 The Project Manual is a volume assembled for the Work which may include the bidding requirements, sample
 forms, Conditions of the Contract and Specifications.

 § 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS
 § 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and
 completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by
 one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent
 consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the
 indicated results.

 § 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings shall not
 control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be
 performed by any trade.


 AlA Document A20FM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961,1963, 1966,1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        11
 reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 043
 User Notes: Clayco A201 · Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
§ 1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction
industry meanings are used in the Contract Documents in accordance with such recognized meanings.

§ 1.3 CAPITALIZATION
§ 1.3.1 Terms capitalized in these General Conditions include those which are (1) specifically defined, (2) the titles
of numbered articles or (3) the titles of other documents published by the American Institute of Architects.

§ 1.41NTERPRETATION
§ 1.4.1 In the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any"
and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears
in another is not intended to affect the interpretation of either statement.

§ 1.5 EXECUTION OF CONTRACT DOCUMENTS
§ 1.5.1 The Contract Documents shall be signed by the Owner and Contractor.If either the Owner or Contractor or
both do not sign all the Contract Documents, the Architect shall identify such unsigned Documents upon request

§ 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site,
become generally familiar with local conditions under which the Work is to be performed and correlated personal
observations with requirements of the Contract Documents.

§ 1.6 OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE
§ 1.6.1 The Drawings, Specifications and other documents, including those in electronic form, prepared by the
Architect and the Architect's consultants are Instruments of Service through •.v>flich the ·work to be executed by the
Contractor is described. The Contractor may retain one record set. Neither the Contractor nor any Subcontractor,
Sub subcontractor or material or equipment supplier shall own or claim a copyright in the Drav;ings, Specifications
and other documents prepared by the Architect or the Architect's consultants, and 1:mless otherwise indicated the
Architect and the Architect's consultants shall be deemed the authors of them and will retaiR all common law,
statutory and other reserved rights, in addition to the copyrights. All copies of Instruments of Service, except the
Contractor's record set, shall be returned or suitably accmmted for to the Architect, on request, upon completioR of
the Work. The DmwiRgs, SpecificatioRs and other doCl:l:ments prepared by the Architect and the Architect's
consultants, and copies thereof furnished to the Contractor, are for use solely with respect to this Project They are
not to be ased by the Contractor or any Sabcontractor, Sab sabcontractor or material or equipment sapplier oR other
projects or for additioru; to this Project outside the scope of the Work '<Vithout the specific writteR consent of the
Owner, Architect and the Architect's coRsultants. The Contractor, SabcoHtractors, Sab subcontractors and material
or equiprneRt suppliers are authori2:ed to use and reproduce applicable portions of the DrawiRgs, SpecificatioRs and
other docUffierl:ts prepared by the Architect and the Architect's coRsultants appropriate to and for use in the
execation of their Work uRder the CoRtract Documents. All copies made under this authori2:ation shall bear the
staffitory copyright notice, if any, sho'.Vfl on the Dra·Nings, Specifications and other documents prepared by the
Architect afld the Architect's consultants. Sabmittal or distribntion to meet official regulatory requirements or for
other purposes in connection with this Project is not to be constrl:l:cd as pablication in derogation of the Architect's
or Architect's consultants' copyrights or other resePred rights.
§ 1.6.1 The Drawings, Specifications and other documents prepared by the Architect or by any engineer or other
design consultant working under the Architect or the Contractor (the "Other Design Consultants") for this Project
(the "Design Documents") are instruments of the Architect's and Other Design Consultants' service through which
the Work to be executed by the Contractor is described and, unless otherwise provided, the Architect and Other
Design Consultants shall be deemed the author of these documents and shall retain all common law, statutory and
other reserved rights, including the copyright until such time as the Owner has provided full and final payment to the
Contractor for all services provided by the Architect and Other Design Consultants under this Agreement. Until final
payment has been made by Owner, the Contractor shall cause the Architect and Other Design Consultants to grant in
writing, upon execution of this Agreement, to the Owner a full and exclusive license for all copyright rights and
privileges held by the Architect and Other Design Consultants with respect to the Design Documents. Such written
agreement by the Architect and Other Design Consultants shall also provide that, upon full and final payment for
Architect's and the Other Design Consultants' services, all rights reserved for the Architect and the Other Design
Consultants with respect to the Design Documents shall pass to the Owner. The Architect and Other Design
Consultants shall be permitted to retain copies, including reproducible and electronic copies, of the Design
Documents for information and for use in the marketing of the Architect's and Other Design Consultants' services.


AlA Document A20FM -1997. Copyright © 1911, 1915,1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                             12
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 044
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
 Architect and the Other Design Consultants shall also be permitted to use any standard details from the Design
 Documents for other projects by the Architect or Other Design Consultants.

 Any use of the copyright license or use or distribution of the Design Documents by the Owner, other than for this
 specific project, shall be at the Owner's sole risk. The Owner waives any right to make claims and waives, to the
 fullest extent permitted by law, any claim or cause of action against the Architect, the Other Design Consultants,
 their employees, agents or sub consultants, which may arise out of the Owner's use of this copyright license or its use
 or distribution of the Design Documents for other than this specific project without the concurrent and associated
 use of the Architect's or Other Design Consultants' services. The Owner hereby agrees to defend, indemnify and
 hold harmless the Contractor, Architect and Architect's consultants from any and all claims, damages, liabilities,
 losses and expenses, including reasonable attorney's fees, arising out of or resulting from the use of the "instruments
 of service." This does not relieve the Architect or Other Design Consultants from their responsibility to properly
 design this project for future renovations or expansions to the extent the criteria for such are specifically identified
 by the Owner and documented in the programming of this project.

The Architect and Other Design Consultants shall deliver to the Owner a complete set of the Design Documents
prepared by the Architect, Other Design Consultants or their subconsultants in the form of electronic files within
thirty (30) days of the Substantial Completion date or the date of the last Owner-initiated revision, whichever is
latest. Architect and the Other Design Consultants shall also maintain an electronic copy of the Design Documents
for a period of three (3) years from the date of Substantial Completion of the Project.

ARTICLE 2 OWNER
§ 2.1 GENERAL
§ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the
Contract Documents as if singular in number. The Owner shall designate in writing a representative who shall have
express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorization.
Except as otherwise provided in Section 4.2.1, the Architect does not have such authority. The term "Owner" means
the Owner or the Owner's authorized representative.

§ 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information
necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic's lien rights. Such
information shall include a correct statement of the record legal title to the property on which the Project is located,
usually referred to as the site, and the Owner's interest therein.

§ 2.21NFORMATION AND SERVICES REQUIRED OF THE OWNER
§ 2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter,
furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's
obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or
continuation of the Work. After such evidence has been furnished, the Owner shall not materially vary such
financial arrangements without prior notice to the Contractor.

§ 2.2.2 Except for permits and fees, including those required under Section 3.7.1, which are the responsibility of the
 Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements,
 assessments and charges required for construction, use or occupancy of permanent structures or for permanent
 changes in existing facilities.

§ 2.2.3 The Owner shall furnish surveys describing physical characteristics, legal limitations and utility locations for
the site of the Project, Project (the "Surveys"), and a legal description of the site. The Contractor shall be entitled to
rely on the accuracy of information furnished by the Owner but shall exercise proper precautions relating to the safe
performance of the Work. The Owner shall disclose, to the extent known to the Owner, the results and reports of
studies, prior tests, inspections or investigations conducted for the Project (collectively, the "Project Information")
involving: structural or mechanical systems; chemical, air and water pollution; hazardous materials; geotechnical
conditions; Surveys; studies and plans or other environmental, subsurface or concealed conditions. The Owner shall
disclose all information known to the Owner regarding the presence of hazardous materials, pollutants or
contaminants at the Project's site. The Contractor shall review all such Project Information and shall cause the
Architect, the structural engineer and other Design Professionals hired by Contractor and/or Architect to design, and


 AlA Document A201 TM- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        13
 reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.
 User Notes: Clayco A201 - Koll- lntellicenter -Dallas v2 (5-19-06)                                                                          (986536188)
R.P. Appx. 045
 Contractor shall construct, the Project in accordance with the recommendations and findings set forth in such Project
 Information.

 § 2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner
with reasonable promptness. Any other information or services relevant to the Contractor's performance of the
Work under the Owner's control shall be furnished by the Owner after receipt from the Contractor of a written
request for such information or services.

§ 2.2.5 Unless otherwise provided in the Contract Documents, the Contractor will be furnished, free of charge, such
 copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work.

§ 2.3 OWNER'S RIGHT TO STOP THE WORK
§ 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract
Documents as required by Section 12.2 or persistently fails to carry out Work in accordance with the Contract
Documents, the Owner may issue a written order to the Contractor to stop the Work, or any portion thereof, until the
cause for such order has been eliminated; however, the right of the Owner to stop theW ork shall not give rise to a
duty on the part of the Owner to exercise this right for the benefit of the Contractor or any other person or entity,
except to the extent required by Section 6.1.3. No part of the time lost due to any such stop work orders shall be
made the subject of a claim for extension of time or for increased costs or damages by Contractor.

§ 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK
§ 2.4.1 If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and
fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction
of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the
Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within
such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies,
the Owner.may, without prejudice to other remedies the Owner may have, correct such deficiencies. In such case an
appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the
reasonable cost of correcting such deficiencies, including Owner's expenses aHd COHJ:fleB:satioR for the Architect's
additioB:al sePiices made necessary by such default, neglect or failure. Sach actioB: by the OwRe£ and aHJ:OaRts
charged to the Cornractor are both sabject to IJrior aiJflFOYal of the Architect. If payments then or thereafter due the
Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. If the
Contractor defaults in the Contractor's obligations to the Owner, the Architect shall grant a license to the Owner to
use the drawings, specifications, and other documents and electronic data furnished by the Architect to the
Contractor for the completion of the Project.

ARTICLE 3 CONTRACTOR
§ 3.1 GENERAL
§ 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the
Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's
authorized representative.

§ 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents.

§ 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract
Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests,
inspections or approvals required or performed by persons other than the Contractor.

§ 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
§ 3.2.1 Since the Contract Documents are complementary, before starting each portion of the Work, the Contractor
shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the
Work, as well as the information furnished by the Owner pursuant to Section 2.2.3, shall take field measurements of
any existing conditions related to that portion of the Work and shall observe any conditions at the site affecting it.
These obligations are for the purpose of facilitating construction by the Contractor and are not for the purpose of
discovering errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or
omissions discovered by the Contractor shall be reported promptly to the Architect Owner as a request for
information in such form as the Architect Owner may reasonably require.
AlA Document A201TM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        14
reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 046
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 {5-1 9-06)                                                                        (986536188)
§ 3.2.2 Any design errors or omissions noted by the Contractor during this review shall be reported promptly to the
Architect, Owner, but it is recognized that the Contractor's review is made in the Contractor's capacity as a
contractor and not as a licensed design professional1:1nless othenvise specifically provided in the Contract
Docl:llllents. professional. The Contractor is not reql:li:red shall cause the Architect and other design professionals to
ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes,
and rules and regulations, including, without limitation, the Americans with Disabilities Act, but any nonconformity
discovered by or made-make known to the Contractor shall be promptly reported promptly to the ArcHitect. Owner.

§ 3.2.3 If the Contractor believes that additional cost or time is involved because of clarifications or instructions
issued by the ArcHitect Owner in response to the Contractor's notices or requests for information pursuant to
Sections 3.2.1 and 3.2.2, the Contractor shall make Claims as provided in Sections 4.3.6 and 4.3.7. If the Contractor
fails to perform the obligations of Sections 3.2.1 and 3.2.2, the Contractor shall pay such costs and damages to the
Owner as would have been avoided if the Contractor had performed such obligations. The Contractor shall not be
liable to the Owner or ArcHitect for damages res1:1lting from errors, inconsistencies or omissions i:n the Contract
Doc1:1ments or for differences between field measl:lfements or conditions and the Contract Docaments anless the
Contractor recognized sash error, inconsistency, omission or difference and knowingly failed to report it to the
t'\rcffitect.

§ 3.3 SUPERVISION AND CONSTRUCTION PROCEDURES
§ 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The
Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences
and procedures and for coordinating all portions of the Work under the Contract, unless the Contract Documents
give other specific instructions concerning these matters. If the Contract Documents give specific instructions
concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the
jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such
means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods,
techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner
and ArcHitect and shall not proceed with that portion of the Work without further written instructions from the
ArcHitect. Owner. If the Contractor is then instructed to proceed with the required means, methods, techniques,
sequences or procedures without acceptance of changes proposed by the Contractor, the Owner shall be solely
responsible for any resulting loss or damage.

§ 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees,
 Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or
 on behalf of the Contractor or any of its Subcontractors.

§ 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that
such portions are in proper condition to receive subsequent Work.

§ 3.4 LABOR AND MATERIALS
§ 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor,
materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other
facilities and services necessary for proper execution and completion of theW ork, whether temporary or permanent
and whether or not incorporated or to be incorporated in theW ork.

§ 3.4.2 The Contractor may make substitutions only with the consent of the Owner, after evaluation by the Architect
 and in accordance with a Change Order.

§ 3.4.3 The Contractor shall enforce strict discipline and good order among the Contractor's employees and other
persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not
skilled in tasks assigned to them.

§ 3.4.4 The Contractor shall inspect all materials, supplies and equipment that are to be incorporated into the Project.
In addition, Contractor shall be responsible for construction quality control for all Work. Contractor's quality control
program and inspection procedures for the foregoing shall be submitted in writing to Owner for review and
approval, in sufficient detail to delineate those items to be inspected and the manner in which they are to be

 AlA Document A20FM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        15
 reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 047
 User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
 inspected. and shall adequately describe all construction quality control activities contemplated, including provision
 for adequate documentation of Contractor's performance of such quality control and inspection.

 § 3.4.5 Contractor shalL during the course of performance of the Project hereunder, without additional compensation.
 make or cause to be made all inspections required by the Contract Documents. Owner may require at Owner's
 expense additional inspections. Contractor shall furnish Owner with satisfactory documentation of the results of all
 inspections. Owner shall be given not less than three (3) working days notice of any inspections to be made by
 Contractor or Contractor's subcontractors in order that Owner may witness any such inspections.

 § 3.4.6 Owner and its representatives, and others as may be required by applicable laws. ordinances and regulations.
 shall have the right at all reasonable times to inspect the Project and all material and equipment for the Project at the
 job site and at Contractor's and its subcontractors' shops for conformance with the Contract Documents. Contractor
 shall provide. or cause to be provided access and sufficient, safe and proper facilities for such inspections.

 § 3.4.7 Neither the failure by Owner to make any inspection under the Contract Documents nor to discover defective
 workmanship, materials or equipment, nor approval of any Work or payment to Contractor for such Work shall
 constitute Contractor's satisfaction of its obligations under the Contract Documents. nor shall any such inspections
 or approvals prejudice the rights of Owner.

 § 3.5 WARRANTY
 § 3.5.1 The Contractor warrants to the Owner ana Arehiteet that materials and equipment furnished under the
 Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the
 Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to
 the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions
 not properly approved and authorized, may be considered defective. The Contractor's warranty excludes remedy for
 damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient
 maintenance, improper operation, or normal wear and tear and normal usage. If required by the A:Fehiteet, Owner.
 the Contractor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. All
 warranties under this Paragraph shall commence as of the date of Substantial Completion of the Work. and shall
 continue for a period of one (1) year. except as otherwise noted in the Outline Specs (as such term is defmed in the
 Agreement). THE CONTRACTOR HEREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED
 WARRANTIES, INCLUDING WITHOUT LIMITATION, ANY WARRANTIES OF FITNESS FOR ANY
 PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY WARRANTED HEREIN. THERE ARE NO
 WARRANTIES BEYOND THE DESCRIPTION ON THE FACE HEREOF. All subcontractor's and
 manufacturer's warranties shall be deemed furnished and assigned to the Owner pursuant to this Contract without
 further action by the Contractor upon Final Payment by the Owner as required under this Contract

§ 3.6 TAXES
§ 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor
 which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely
 scheduled to go into effect.

§ 3.7 PERMITS, FEES AND NOTICES
§ 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building
 permit and other permits and governmental fees, licenses , waivers, consents. approvals and authorizations and make
 all material registrations. qualifications. designations and filings required and shall secure and pay for all inspections
 necessary for proper execution and completion of theWork which are customarily secured after execution of the
 Contract and which are legally required when bids are received or negotiations concluded.

§ 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful
orders of public authorities applicable to performance of the Work.

§ 3.7.3 It is HBt Contractor shall cause the Ceatfaeter's resfleasieility Architect and other design professionals to
 ascertain that the Contract Documents are in accordance with applicable laws, statutes, ordinances, building codes,
 and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at
 variance therewith, the Contractor shall promptly notify the A:Fehiteet aaEl Owner in writing, and necessary changes
 shall be accomplished by appropriate Modification.
AlA Document A201"' -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                             16
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 048
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 {5-19-06)                                                                         {986536188)
§ 3.7.4 If the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and
rules and regulations without such notice to the Architect and Owner, the Contractor shall assume appropriate
responsibility for such Work and shall bear the costs attributable to correction.

§ 3.8 ALLOWANCES
§ 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items
covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,
but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable
objection.

§ 3.8.2 Unless otherwise provided in the Contract Documents:
            .1     allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and
                   all required taxes, less applicable trade discounts;
            .2     Contractor's costs for unloading and handling at the site, labor, installation costs, overhead, profit
                   Contractor's Fee based on the percentage set forth in Section 5.1.2 of the Agreement and other
                   expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in
                   the allowances;
            .3     whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly
                   by Change Order. The amount of the Change Order shall reflect (1) the difference between actual
                   costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's eo-sts-costs,
                   Contractor's Fee based on the percentage set forth in Section 5 .1.2 of the Agreement and other
                   expenses under Section 3.8.2.2.


§ 3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay
in the Work.

§ 3.9 SUPERINTENDENT
§ 3.9.1 The Contractor shall employ a competent superintendent and necessary assistants who shall be in attendance
at the Project site during performance of the Work. The superintendent shall represent the Contractor, and
communications given to the superintendent shall be as binding as if given to the Contractor. Important
communications (including but not limited to any communication that may affect the items in subparagraphs (i)
through (vii) of Section 6.5 of the Agreement) shall be confirmed in writing. Other communications shall be
similarly confirmed on written request in each case.

§ 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES
§ 3.1 0.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner's and
Architect's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits
current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the
Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall
provide for expeditious and practicable execution of the Work.

§ 3.10.2 The Contractor shall prepare and keep current, for the Architect's Owner's approval, a schedule of
submittals which is coordinated with the Contractor's construction schedule and allows the Architect Owner
reasonable time to review submittals.

§ 3.1 0.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to
 the Owner and i\rchitect. Owner.

§ 3.11 DOCUMENTS AND SAMPLES AT THE SITE
§ 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications,
Addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and
selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and
similar required submittals. These shall be available to the Architect Owner and shall be delivered to the Architect
for sl:lbmittal to the Owner upon completion of the Work.


 AlA Document A201™ -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        17
 reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 049
 User Notes: Clayco A201 - Koll · lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
§ 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
§ 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the
Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of
the Work.

§ 3.12.2 Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and
other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work.

§ 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish
standards by which theWork will be judged.

§ 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of
their submittal is to demonstrate for those portions of the Work for which submittals are required by the Contract
Documents the way by which the Contractor proposes to conform to the information given and the design concept
expressed in the Contract Documents. Review by the Architect Owner is subject to the limitations of Section section
4.2.7. Informational submittals upon which the Architect Owner is not expected to take responsive action may be so
identified in the Contract Documents. Submittals wh:i€h-that are not required by the Contract Documents may be
returned by the Architect Owner without action.

§ 3.12.5 The Contractor shall review for compliance with the Contract Documents, approve and ~irect the
Owner to review the Arehitect Shop Drawings, Product Data, Samples and similar submittals required by the
Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the
activities of the Owner or of separate contractors.Sllbmittals '.Vhich are not marked as reviewed for compliance with
the Contract Doc\fments and approved by the Contractor may be returned by the Architect witholft action.

§ 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contractor
represents that the Contractor has determined and verified materials, field measurements and field construction
criteria related thereto, or will do so, and has checked and coordinated the information contained within such
submittals with the requirements of the Work and of the Contract Documents.

§ 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal
and review by the Owner of Shop Drawings, Product Data, Samples or similar submittals until the respective
submittal has been approved by the Architect. Owner.

§ 3.12.8 The Work shall be in accordance with approved submittals except that the Contractor shall not be relieved of
responsibility for deviations from requirements of the Contract Documents by the Architect's Owner's approval of
Shop Drawings, Product Data, Samples or similar submittals unless the Contractor has specifically informed the
Architect Owner in writing of such deviation at the time of submittal and (1) the Architect Owner has given written
approval to the specific deviation as a minor change in the Work, or (2) a Change Order or Constrlfction Change
Directive has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors
or omissions in Shop Drawings, Product Data, Samples or similar submittals by the Architect's Owner's approval
thereof.

§ 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data,
Samples or similar submittals, to revisions other than those requested by the Architect Owner on previous
submittals. In the absence of such written notice the Architect's Owner's approval of a resubmission shall not apply
to such revisions.

§ 3,12.10 The Contractor shall not be required to provide professional services which constitute the practice of
architecture or engineering unless such services are specifically required by the Contract Documents for a portion of
the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's
responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be
required to provide professional services in violation of applicable law. If professional design services or
certifications by a design professional related to systems, materials or equipment are specifically required of the
Contractor by the Contract Documents, the Owner and the Architect will specify all performance and design criteria
that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a
properly licensed design professional, whose signature and seal shall appear on all drawings, calculations,
AlA Document A201""- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        18
reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 050
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         {986536188)
 specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings
 and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear
 such professional's written approval when submitted to the Architect. Owner. The Owner and the Architect shall be
 entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed
 by such design professionals, provided the Owner and Architect have has specified to the Contractor all performance
 and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the Architect Owner will review,
 approve or take other appropriate action on submittals only for the limited purpose of checking for conformance
 with information given and the design concept expressed in the Contract Documents. The Contractor shall not be
 responsible for the adequacy of the performance or design criteria required by the Contract Documents.

 § 3.13 USE OF SITE
 § 3.13.1 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.

 § 3.14 CUTTING AND PATCHING
 § 3.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make
 its parts fit together properly.

 § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed
 construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by
 excavation. The Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor
 except with written consent of the Owner and of such separate contractor; such consent shall not be umeasonably
 withheld. The Contractor shall not unreasonably withhold from the Owner or a separate contractor the Contractor's
 consent to cutting or otherwise altering the Work.

 § 3.15 CLEANING UP
 § 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or
 rubbish caused by operations under the Contract. At completion of the Work, the Contractor shall remove from and
 about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus
 materials.

 § 3.15.2 If the Contractor fails to clean up as provided in the Contract Documents, the Owner may do so and the cost
 thereof shall be charged to the Contractor.

 § 3.16 ACCESS TO WORK
 § 3.16.1 The Contractor shall provide the Owner and Architect access to theWork in preparation and progress
 wherever located.

 § 3.17 ROYALTIES, PATENTS AND COPYRIGHTS
 § 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for
 infringement of copyrights and patent rights and shall hold the Owner and Architect harmless from loss on account
 thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a
 particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations
 are contained in Drawings, Specifications or other documents prepared by the Owner or Architect. Owner. However,
 if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright
 or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the
 Architect. Owner.

 § 3.181NDEMNIFICATION
 § 3.18.1 To the fullest extent permitted by law and to the extent claims, damages, losses or expenses are not covered
 by .ill}_Project Management Protective Liability insurance purchased by the Contractor in accordance with Section
 ~ 11.3 or (b) builder's risk or property insurance maintained with respect to the Project, the Contractor shall
 indemnify and hold harmless the Owner, Architect, Architect's consaltants, and agents and employees of aay of
 them-from and against claims, damages, losses and expenses, including but not limited to reasonable attorneys' fees,
 arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is
 attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than
 theWork itself), but only to the extent caused by the negligent acts or omissions of the Contractor, a Subcontractor,
 AlA Document A201TM -1997. Copyright © 1911, 1915,1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966,1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        19
 reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 051
 User Notes: Clayco A201 . Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
 anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless but only to
 the extent that such claim, damage, loss or expense is not caused by breach, or acts of omissions of the Owner. To
 the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor, its Subcontractors,
 and the agents and employees of any of whether or them from and against claims, damages, losses and expenses,
 including but not limited to reasonable attorneys' fees, arising out of the Project, provided that such claim, damage,
 loss or expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible
 property, but only to the extent caused by the Owner's breach of this Contract, or the acts or omissions of the
 Owner, the Owner's separate contractors (as provided in part:-subparagraph 6.1.4), anyone directly or indirectly
 employed by them or anyone for whose acts they may be liable (other than the Contractor and its Subcontractors),
 and only to the extent that such claim, damage, loss or expense is not caused by a-breach, or acts or omissions of the
 party indemnified hereunder. Such obligation shall not be construed to negate, abridge, or reduce other rights or
 obligations of indemnity which would otherwise exist as to a party or person described in this Section 3.18. The
 obligations of the Contractor and the Owner herein are subject to the provisions of Subparagraphs 4.3.10 and 11.4.7.

 § 3.18.2 In claims against any person or entity indemnified under this Section 3.18 by an employee of the Contractor,
 a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the
 indemnification obligation under Section 3.18.1 shall not be limited by a limitation on amount or type of damages,
 compensation or benefits payable by or for the Contractor or a Subcontractor under workers' compensation acts,
 disability benefit acts or other employee benefit acts.

ARTICLE 4 ADMINISTRATION OF THE CONTRACT
§ 4.1 ARCHITECT
§ 4.1.1 The Architect is the person lawfully licensed to practice architecture or an entity lawfully practicing
 architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular
 in number. The term "Architect" means the Architect or the Architect's authorized representative.

§ 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents
 shall not be restricted, modified or extended without written consent of the Owner, Contractor Owner and l\rchit:ect.
 the Contractor. Consent shall not be unreasonably withheld.

§ 4.1.3 If the employment of the Architect is terminated, the Gwner-Contractor shall employ a new Architect against
 whom the Contract:or Owner has no reasonable objection and-whose status under the Contract Documents shall be
 that of the former Architect.

§ 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT
§ 4.2.1 The Architect: v1ill provide administration oft:he Contract: as described in t:he Contract: Doctunerns, and will be
an Owner's represernat:ive (1) dming construction, (2) Hntil fmal payment: is dlle and (3) with t:he Owner's
conea:rrence, from time to time daring the one year period for eorreetion of Work deseribed in Seetion 12.2. The
Architect v.'ill have anthority to act: on behalf of the Owner only to the ext:ern provided in the Contract: Doeumerns,
unless ot:herwise modified in writing in aceordanee with other provisions of the Cornract.
§ 4.2.1 The Contractor shall keep the Owner informed of the progress and quality of the Work. Within thirty (30)
calendar days after full execution and delivery of the Contract Documents and before submittal of the first progress
payment invoice, and at each construction progress meeting on site, Contractor shall submit to Owner for Owner's
reasonable approval (i) a revised Project Schedule (the most recent schedule so approved in writing by Owner
becoming the revised Project Schedule for all purposes of the Contract Documents) showing changes from the prior
Project Schedule, the sequence in which Contractor proposes to perform the Project, the start and completion dates
of all separable portions of the Project in sufficient detail, manpower forecasts (incremental and cumulative percent
complete), materials procurement and delivery plans, the anticipated Substantial Completion Date and the
anticipated date that Contractor will tender possession of the Project and any other information reasonably specified
by Owner pertaining to the construction schedule, along with (ii) a proforma Project Schedule that "looks ahead"
two weeks containing the same details as set forth in subpart (i) above. Contractor agrees to adhere to the Project
Schedule and attend and participate in scheduled progress and coordination meetings called by Owner. Within thirty
(30) calendar days after full execution and delivery of the Contract Documents and before submittal of the first
progress payment invoice, and at each construction progress meeting on site, Contractor shall also submit to Owner
a revised budget for the Project, in form and content reasonably approved by Owner, including all hard and soft
construction costs (the "Budget"), along with a construction cost report in form and content reasonably acceptable
to Owner. Contractor shall use commercially reasonable efforts to keep the Budget as accurate as possible.

AlA Document A2Q1TM -1997. Copyright © 1911, 1915,1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        20
reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 052
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
 Contractor shall provide Owner with monthly reports no later than the tenth (lOth) day of each month, which shall,
 at the minimum, include the most current Project Schedule and a Project Change Order log update (with pricing
 information).

 § 4.2.2 In the event Contractor's performance of the Project is not in compliance with the Project Schedule, Owner
 may, in writing, require the Contractor to submit its plan for schedule recovery, or specify in writing the steps to be
 taken to achieve compliance with such Project Schedule, and/or exercise any other remedies under the Contract
 Documents. Contractor shall thereupon take such commercially reasonable steps as may be directed by Owner or
 otherwise necessary to improve its progress.

 § 4.2.2 The Architect, as a representative of the Owuer, '.vill visit the site at iHtervals appropriate to the stage of the
 Contractor's operations (1) to become generally familiar ·.vith aHd to keep the Ovmer iH:formed aboat the progress
 aud q-aality of the portion of the 'Nork completed, (2) to endeavor to guard the Owuer against defects and
 deficiencies iH the Work, aHd (3) to determine in general if the Work is being performed iu a mar.Jler iudicatiug that
 the Vlork, when fally completed, '.Vill be in accordaHce 'tvith the Coutract Docameuts. flov/ever, the Architect '.Ytll
 uot be req-aired to make exhaastiye or coutioooas ou site iuspectious to check the EJ:aality or q-aaHtity of the Work.
 The Architect will neither have control over or charge of, uor be responsible for, the coustractiou meaRs, methods,
 techiliEJ:aes, seq-aeuces or procedares, or for the safety precaations aHd programs iu coHHectiou ,,vith the Work, siuce
 these are solely the Coutractor's rights aud responsibilities ander the Contract Docaments, except as provided iu
 Section 3.3.1.
 § 4.2.3 Contractor acknowledges and agrees Prudential Insurance Company of America ("Prudential") shall employ
 one or more construction consultants or engineers (collectively, the "Prudential Construction Consultant") to
 advise Prudential with respect to the progress of construction and compliance of construction with the construction
 plans and specifications for the Project, applicable legal requirements and good construction practices. Contractor
 shall inform the Prudential Construction Consultant of the usual location, date and time of periodic construction
 meetings for the Project. The Prudential Construction Consultant shall be permitted to attend all such construction
 meetings. Contractor shall provide the Owner and Prudential Construction Consultant with at least three (3)
 business days' prior notice of any change in the date, time or location of a periodic construction meeting. Contractor
 shall permit Owner and the Prudential Construction Consultant to have access to the Project during the period of
 construction to enable the Owner and Prudential Construction Consultant to examine all aspects of such construction
 and all matters related thereto. Contractor shall provide Owner and the Prudential Construction Consultant with at
 least three (3) business days' prior written notice of each of the following trades commencing construction at the
 Project: mechanical, electrical, plumbing, framing, paving, curtain wall installation and foundations. Contractor
 shall provide to Owner and the Prudential Construction Consultant reasonable access during normal business hours
 to all books, records, shop drawings, and engineering and other reports and tests related to the Project as may be
 requested by Owner or the Prudential Construction Consultant. The Owner and the Prudential Construction
 Consultant shall have the right to make copies of all such materials. Contractor shall provide to Owner and the
 Prudential Construction Consultant a reasonable working space and access to telephone and other such facilities as
 may be reasonably requested by Owner or the Prudential Construction Consultant. Upon execution of this
 Agreement, Contractor shall deliver to Owner and the Prudential Construction Consultant a list of all current and
 potential bidders who may perform work at or supply materials to the Project together with a list of all bid packages
 which were sent to any of such bidders and all bids which were received from such bidders. Such bidding
 information shall be updated by Contractor on a monthly basis by delivering revised lists to Owner and the
 Prudential Construction Consultant. The Owner and the Prudential Construction Consultant shall have the right to
 review any bid packages or any bids received upon request.

 § 4.2.3 The Architect will uot be responsible for the Contractor's failure to perform the Work iu accordance with the
 req-airemeuts of the Coutract Docaments. The Architect 'tVill not ha'le coutrel over or charge of and will not be
 responsible for acts or omissions of the Contractor, Subcoutractors, or their agents or employees, or any other
 persons or entities performing portio as of the Work.
 § 4.2.4 If requested by Owner, Contractor shall furnish it with the names of the subcontractors who have performed
 or are performing the Work hereunder.

 ~Communications Facilitating Contract Administration. EJ<cept as otherwise provided iu the Coutract
 Docameuts or wheu direct commaHicatious have beea specially aHthorized, the Owner aHd Coutractor shall
 endeavor to commaHicate with each other throagh the Architect abeat matters arising oat of or relating to the
 Coutract. CommuHicatioas lly aHd v.9th the Architect's coasaltants shall be through the Architect. . Communications

 AlA Document A201""' -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                              21
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 053
 User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 (5-19-06)                                                                          (986536188)
 by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with
 separate contractors shall be through the Owner.

 § 4.2.5 'BaseEl eR the Arehiteet's evalaatieRs efthe Ceooaeter's l.cJ3J3lieatieas fer Paymefl:t, the Arehiteet will review
 aaEl eert-ify the ameafl:ts Elae the CeRtraeter aBEl v/ill issae Certifieates fer Paymefl:t iR saeh ameaE:ts.
 § 4.2.6 Upon request of Owner, Contractor will furnish it with a certificate satisfactory in form to Owner that goods
 furnished by Contractor in performance of the Contract Documents were produced in full compliance with the
 requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act of 1938, as amended, and the regulations and
 orders of the U.S. Department of Labor issued under Section 14 thereof.

 ~The Arehiteet Owner will have authority to reject Work that does not conform to the Contract
 Documents. Whenever the Arehiteet Owner considers it necessary or advisable, the Arehiteet Owner will have
 authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not
 such Work is fabricated, installed or completed. However, neither this authority of the Arehiteet Owner nor a
 decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or
 responsibility of the A£ehiteet Owner to the Contractor, Subcontractors, material and equipment suppliers, their
 agents or employees, or other persons or entities performing portions of the Work.

 §-4m 4.2.8 As set forth in paragraph 3.12 above, the Owner will review submittals such as Shop Drawings,
 Product Data and Samples. The ,\rehiteet Owner will review and approve or take other appropriate action upon the
 Contractor's submittals such as Shop Drawings, Product Data and Samples, but only for the limited purpose of
 checking for conformance with information given and the design concept expressed in the Contract Documents. The
 Arehiteet' s Owner's action will be taken with such reasonable promptness as to cause no delay in the Work or in the
 activities of the O•.vner, Contractor or separate contractors, while allowing saffieieE:t time iR the Arehiteet' s
 J3refessieRalja8gmefl:t to permit adequate review. Review of such submittals is not conducted for the purpose of
 determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating
 instructions for installation or performance of equipment or systems, all of which remain the responsibility of the
 Contractor as required by the Contract Documents. The ,\rehiteet's Owner's review of the Contractor's submittals
 shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The Arehiteet's Owner's review
 shall not constitute approval of safety precautions er, lfllless etherwise SJ3eeifieally stateEl lly the Arehiteet, or of any
 construction means, methods, techniques, sequences or procedures. The ,\rehiteet' s Owner's approval of a specific
 item shall not indicate approval of an assembly of which the item is a component.

 § 4.2.8 The Arehiteet will )3reJ3are Change OrElers aBEl CeRstmetieR ChaRge Direetives, aB:Ei may a1:1therize miRer
 ehaRges ia the JNerk as J3reviEleEl iR SeetieR 7.4.
 § 4.2.9 The Owner will submit CO Requests as provided in Section 6.5 of the Agreement.

 ~The                 ,\rehiteet Owner will conduct inspections to determine the date or dates of Substantial
 Completion and the date of final esmJ3letieR, will reeeive aBEl ferwarEl te the OwRer, fer the Ovmer' s reYiew aBEl
 reeerEls, writteR warrafl:ties aB:Ei relateEl EleeameRts reEJ:llireEl lly the Cestraet aBEl assemeleEl by the CeRtraeter, asEl
 will issae a fiaal Certifieate fer Paymefl:t ll)3BR eeffij3liaaee with the reEJ:HiremeE:ts ef the Cestraet
 DeeameRts.completion.

 § 4.2.10 If the Ovmer asEl Arehiteet agree, the Arehiteet will 13reviEle eRe er mere J3rsjeet represestatives te assist ia
 earryiag eat the ,\rehiteet' s respessibilities at the site. The Elaties, respeasibilities aREllimitatieas ef aatherity ef
 saeh J3rejeet represeE:tatives shall be as set ferth ill aB: eJ<:bibit te lle iRe8fJ38rateEl ill the CeRtraet Deeamefl:ts.
 § 4.2.11 Contractor represents and warrants it is an independent contractor and an employer subject to all applicable
 unemployment compensation, occupational safety and health, workers' compensation, or similar statutes so as to
 relieve Owner of any responsibility or liability for treating Contractor's employees as employees of Owner for the
 purpose of their safety or of keeping records, making reports or paying of any pavroll taxes or contribution.
 Contractor agrees to defend, indemnifv and hold Owner harmless and reimburse them for any expense or liability
 incurred under said statutes in connection with employees of Contractor, including a sum equal to any
 unemployment benefits paid to those who were Contractor's employees, where such benefit payments are charged to
 Owner under any merit plan or to Owner reserve accounts pursuant to any statute. Nothing contained in the Contract
 Documents or any subcontract awarded by Contractor shall create any contractual relationship between any
 subcontractor and Owner.


 AlA Document A201'M -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966,1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the   22
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 054
 User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         {9865361 BB)
 § 4.2.11 The Architect will interpret and decide matters concerning performance «nder and req-uirements of, the
 Contract Doc«ments on written req-uest of either the Ovmer or Contractor. The Architect's response to s«ch req-uests
 vlill be made in writing within any time limits agreed upon or otherwise vlith reasonable promptness. If no
 agreement is made concerning the time within vihich interpretations req-uired of the Architect shall be furnished in
 compliance ·.vi:th this Section 4.2, then delay shall not be recognized on accol:lllt offail«re by the Architect to furnish
 s«ch interpretations l:llltill5 days after vlritten req-uest is made for them.
 § 4.2.12 Contractor represents and warrants that it will keep and have available all necessarv records and make all
 payments, reports, collections and deductions and otherwise do any and all things so as to fully comply with all
 federal, state and local laws, ordinances and regulations as they affect performance of the Contract Documents, so as
 to fully relieve and protect Owner from any and all responsibility or liability therefore or in regard thereto: (1) the
 production, purchase and sale, furnishing and delivering, pricing, and use or consumption of materials, supplies and
 equipment; (2) the hire, tenure or conditions of employment of employees and their hours of work and rates of the
 payment of their Work, and (3) the keeping of records, making of reports, and the payment, collection and/or
 deduction of federal, state, commonwealth and local taxes, contributions, pension funds, welfare funds, or similar
 assessments.

 § 4.2.12 Interpretations and decisions of the Architect 'tVill be consistent vlith the intent of and reasonably inferable
 from the Contract Doc«ments and will be in writing or in the form of drawffigs. \¥hen making s«ch interpretations
 and initial decisions, the Architect will endeavor to secl:lfe faithful performance by both Owner and Contractor, will
 not show partiality to either and \Vill not be liable for res«lts of interpretations or decisions so rendered in good faith.

 § 4.2.13 The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent
 expressed in the Contract Doc«ments.
 § 4.2.13 Nothing in the Contract Documents shall be deemed to represent that Contractor, or any of Contractor's
 employees or agents, are the agents, representatives or employees of Owner. Contractor shall be an independent
 contractor and shall have responsibility for and control over the details and means for performing the Project.
 Anvthing in the Contract Documents that may appear to give Owner the right to direct Contractor as to the details of
 the performance of the Project or to exercise a measure of control over Contractor shall mean that Contractor shall
 follow the desires of Owner only as to the intended results of the Project.

 § 4.3 CLAIMS AND DISPUTES
 § 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or
 interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the
 Contract. The term "Claim" also includes other disputes and matters in question between the Owner and Contractor
 arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to
 substantiate Claims shall rest with the party making the Claim.

 § 4.3.2 Time Limits on Claims. Claims by either party must be initiated within 21 days after occurrence of the event
 giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim,
 whichever is later. Claims must be initiated by written notice to the Architect and the other party.

 § 4.3.3 Continuing Contract Performance. Pending final resolution of a Claim except as otherwise agreed in writing
 or as provided in Section 9.7.1 and Article 14, the Contractor shall proceed diligently with performance of the
 Contract and the Owner shall continue to make payments in accordance with the Contract Documents.

 § 4.3.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (1)
 subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract
 Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily
 found to exist and generally recognized as inherent in construction activities of the character provided for in the
 Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions
 are disturbed and in no event later than 21 days after ftrst observance of the conditions. The Architect '.Vfll promptly
 investigate s«ch conditions and, if they differ materially and ca«se an increase or decrease in the Contractor's cost
 of, or time req-uired for, performance of any part of the Work, will recommend an eq-uitable adjHstment in the
 Contract S«m or Contract Time, or both. If the Architect detefiDffies that the conditions at the site are not materially
 different from those indicated in the Contract DocHments and that no change in the terms of the Contract is j«stified,
 the Ai=chitect shall so notify the Owner and Contractor in writing, stating the reasons. Claims by either party in
 opposition to s«ch determination IDl:lSt be made within 21 days after the Architect has given notice of the decision. If

 AlA Document A2QPM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        23
 reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 055
 User Notes: Clayco A201 · Koll · lntellicenter- Dallas v2 (5-19·06)                                                                         (986536188)
the conditions encountered are materially different, the Contract Sum and Contract Time shall be equitably adjusted,
but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the
adjastruent matter shall be referred to the Architect for initial determination, sttbject to further proceedings parsaant
to Section 4 .4 .considered a Claim and be resolved in accordance with Sections 4.4-4.6 below.

§ 4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum,
written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required
for Claims relating to an emergency endangering life or property arising under Section 10.6.

§ 4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to (1) a written
interpretation from the Architect, Owner, (2) an order by the Owner to stop the Work where the Contractor was not
at fault, (3) a written order for a minor change in the Work issued by the Architect, Owner, (4) failure of payment by
the Owner, (5) termination of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds,
Claim shall be filed in accordance with this Section 4.3.

§ 4.3.7 Claims for Additional Time
§ 4.3. 7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided
herein shall be given. The Contractor's Claim shall include an estimate of cost and of probable effect of delay on
progress of theW ork. In the case of a continuing delay only one Claim is necessary.

§ 4.3.7.2 If ad¥eflle •.veather conditions are the basis for a Claim for additional time, sach Claim shall be docaruented
by data sabstantiating that weather conditions were abnormal for the period of time, coald not have been reasonably
anticipated and had an adverse effect on the schedaled construction.
§ 4.3.7.2 Adverse weather conditions or adverse site conditions caused by adverse weather may be the basis for a
Claim for additional time to the extent that the days lost during a particular calendar month due to such inclement
weather exceeds three (3) days of lost time (in work days) for the calendar month. If adverse weather conditions or
adverse site conditions caused by adverse weather are the basis for a Claim for additional time, such Claim shall be
documented by data substantiating that either (i) weather conditions had an adverse effect on the scheduled
construction, or (ii) weather conditions prevented the type of Work then scheduled, or (iii) adverse site conditions
caused by adverse weather prevented the type of Work then scheduled.

§ 4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or
property because of an act or omission of the other party, or of others for whose acts such party is legally
responsible, written notice of such injury or damage, whether or not insured, shall be given to the other party within
a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other
party to investigate the matter.

§ 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally
contemplated are materially changed in a proposed Change Order or Construction Change Directive so that
application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or
Contractor, the applicable unit prices shall be equitably adjusted.

§ 4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for
consequential damages arising out of or relating to this Contract. This mutual waiver includes:
        .1    damages incurred by the Owner for rental expenses, for losses of use, income, profit, financing,
              business and reputation, and for loss of management or employee productivity or of the services of
              such persons; and
        .2    damages incurred by the Contractor for principal office expenses including the compensation of
              personnel stationed there, for losses of financing, business and reputation, and for loss of profit
              except anticipated profit arising directly from the Work.

This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination
in accordance with Article 14. Nothing contained in this Section 4.3.10 shall be deemed to preclude an award of
liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents.




AlA Document A201™ -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        24
reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 056
User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 (5-19-06)                                                                          (986536188)
 § 4.41NDEMNITY &RESOLUTION OF CLAIMS AND DISPUTES
 § 4.4.1 Decision of Architect. Claims, inclHding those alleging an error or omission by the Architect bHt ffiCclHding
those arising Hnder Sections 10.3 throHgh 10.5, shall be referred initially to the Architect for decision. i\n initial
decision by the Architect shall be reqHired as a condition precedent to mediation, arbitration or litigation of all
Claims between the Contractor and Ovmer arising prior to the date final payment is dHe, anless 30 days have passed
after the Claim has been referred to the Architect with no decision having been rendered by the Architect. The
Architect will not decide dispHtes between the Contractor and persons or entities other than the O'.vner.
§ 4.4.1 Contractor agrees to defend, indemnify and hold Owner, the affiliated companies of Owner, and all of their
directors, officers, employees, agents and representatives, harmless from and against any claim, demand, cause of
action, liability, loss or expense arising:
          .1 By reason of Contractor's actual or asserted failure to comply with any law, ordinance, regulation, rule
or order, or with the Contract Documents. This Section 4.4.1.1 includes, but is not limited to, fines or penalties by
government authorities and claims arising from Contractor's actual or asserted failure to pay taxes .

          .2 From actual or asserted violation or infringement of rights in any patent, copyright, proprietary
 information, trade secret or other property right caused or alleged to be caused by the use or sale of goods, materials,
 methods, processes, designs or information, including construction methods, construction equipment and temporary
 construction facilities, furnished by Contractor or its subcontractors in performance of the Project. Should any goods
 or services provided by Contractor become, or appear likely to become, the subject of a claim of infringement of a
 patent, copyright or other property right, Contractor shall, at Owner's option, either procure for Owner the right to
 continue using such goods or services, replace same with equivalent, non-infringing goods or services, or modify the
 goods or services so that the use thereof becomes non-infringing, provided that any such modification or
 replacement is of equal quality and provides equal performance to the infringing goods or services .

         .3 From actual or alleged contamination, pollution, or public or private nuisance, directly caused by any
 negligence or intentional misconduct of the Contractor or its subcontractors.

§ 4.4.2 The Architect will reYiew Claims and v:ithin ten days of the receipt of the Claim take one or more of the
follmving actions: (1) reqHest additional sHpporting data from the claimant or a response v,rith sHpporting data from
the other party, (2) reject the Claim in whole or in part, (3) approve the Claim, (4) sHggest a compromise, or (5)
advise the parties that the Architect is anable to resolve the Claim if the Architect lacks safficient information to
eyaffiate the HJ:erits of the Claim or if the Architect conclHdes that, in the Architect's sole discretion, it v,roHld be
inappropriate for the Architect to resor;e the Claim.
§ 4.4.2 Contractor's indemnity obligations in this Subparagraph 4.4 are subject to the provisions of
Subparagraphs 4.3.10 and 11.4.7 and Article 10, and shall apply to the extent that the amount to be
indemnified was not caused by the negligence or willful misconduct of, or by defects in design furnished by,
the party to be indemnified. Contractor's defense and indemnity obligations shall include the duty to
reimburse any attorneys' fees and expenses reasonably incurred by Owner for legal action to enforce
Contractor's indemnity obligations.

§ 4.4.3 In !:WalHating Claims, the Architect may, bHt shall not be obligated to, consHk '+'lith or seck information from
either party O£ from persons 'i'i'ith special knowledge or expertise who may assist the Architect in rendering a
decision. The Architect may reqHest the Owner to aHthorize retention of sach persons at the Owner's ~ense.
§ 4.4.3 In the event that the indemnity provisions in the Contract Documents are contrary to the law governing the
Contract Documents, then the indemnity obligations applicable hereunder shall be construed to be to the fullest
extent allowed by applicable law.

§ 4.4.4 If the Architect reqHests a party to provide a response to a Claim or to furnish additional sapporting data,
sHch party shall respond, '.Vithin ten days after receipt of sach reqaest, and shall either provide a response on the
reqttested sHpporting data, advise the Architect '.Vhen the response or SHpporting data '.Vill be furnished or advise the
Architect that no sHpporting data will be furnished. Upon receipt of the response or sapporting data, if any, the
Architect 'Nill either reject or appro';e the Claim in vihole or in part.
§ 4.4.4 With respect to claims by employees of Contractor or its subcontractors, the indemnity obligations created
under this Section 4.4 shall not be limited by the fact of, amount, or type of benefits or compensation payable by or
for Contractor, its subcontractors or suppliers under any workers' compensation, disability benefits, or other
employee benefits acts or regulations, and Contractor waives any limitation of liability or immunity arising from
workers' compensation or such other acts or regulations.

AlA Document A201 TM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                             25
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 0001 82995_1 which
expires on 7/23/2006, and is not for resale.
User Notes: Clayco A201 · Koll- lntellicenter- Dallas v2 (5·19-06)                                                                          (9865361 88)
R.P. Appx. 057
 § 4.4.5 The Architect v;ill approve or reject Claims by written decision, which shall state the reasons therefor and
 which shall notify the parties of any change in the Contract Sum or Contract Time or both. The approval or rejection
 of a Claim by the Architect shall be final and binding on the parties but subject to mediation and arbitration.
 § 4.4.5 Unless Contractor has provided Owner with a bond or other form of security in form and amount reasonably
 acceptable to Owner, amounts may be retained from payments otherwise due Contractor as shall reasonably be
 considered necessary to satisfy any mechanics' or materialmen's liens for damages that fall within Contractor's
 indemnity obligations under this Section 4.4 until such claims suits or liens have been settled and satisfactory
 evidence to that effect has been furnished to Owner. Notwithstanding anything to the contrary in the foregoing, if
 the Contractor provides the Owner with a lien bond or other form of security sufficient to cover mechanics' liens
 filed by the Contractor or any Subcontractor, the Owner shall not withhold pavment as set forth in this Section or in
 Section 9.5.1 herein. The Contractor will diligently pursue the removal of any lien filed by a Subcontractor, and,
 regardless of whether a lien bond is provided as set forth above, during such time the Owner shall not satisfy or pay
 off the lien or otherwise settle or compromise the Contractor's claim; provided, however, that promptly after a final,
 non-appealable judgment is rendered directing that the property be sold to satisfy the lien, and in any event prior to
 the date of such sale, the Contractor will satisfy the lien and pay the Contractor all amounts owing.

 § 4.4.6 ·when a written decision of the Architect states that (1) the decision is final but subject to mediation and
 arbitration and (2) a demand for arbitration of a Claim covered by such decision must be made within 30 days after
 the date on which the party making the demand receives the final written dscision, then faiffire to demand arbitration
 within said 30 days' period shall result in the Architect's decision becoming final and binding upon the Ov/ner and
 Contractor. If the Architect renders a decision after arbitration proceedings have been initiated, such decision may
 be entered as evidence, but shall not supersede arbitration proceedings unless the decision is acceptable to all parties
 concerned.
 § 4.4.6 Notwithstanding any provision in the Contract Documents to the contrary, Owner and Contractor
 mutually waive any and all claims against the other for special, consequential or punitive damages arising out
 of or relating to the Contract Documents. This waiver includes but is not limited to damages incurred for
 rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of
 management or employee productivity or of the services of such persons.

 § 4.4.7 Upon receipt of a Claim against the Contractor or at any time thereafter, the A-rchitect or the Owner may, but
 is not obligated to, notify the surety, if any, of the nature and amount of the Claim. If the Claim relates to a
 possibility of a Contractor's default, the Architect or the Owner may, but is not obligated to, notify the surety and
 request the surety's assistance in resolving the controversy.

 § 4.4.8 If a Claim relates to or is the subject of a mechanic's lien, the party asserting such Claim may proceed in
 accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the Claim by
 the A-rchitect, Claim, by mediation or by arbitration.

 § 4.5 MEDIATION
 § 4.5.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and except those
 waived as provided for in Sections 4.3.10, 9.10.4 and 9.10.5 shall, after initial decision by the Architect or 30 days
 after submission of the Claim to the Architect, be subject to mediation as a condition precedent to arbitration or
 binding arbitration. Except with the Owner's prior written consent, neither the assertion of a Claim nor the
 institution prosecution of kgal--mediation or equitable proceedings by either party.arbitration hereunder shall cause
 any Work to be halted pending resolution of same.

 § 4.5.2 The parties shall endeavor to resolve their Claims by mediation which, unless the parties mutually agree
 otherwise, shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration
 Association currently in effect. Request for mediation shall be filed in writing with the other party to the Contract
 and with the American Arbitration Association. The request may be made concurrently with the filing of a demand
 for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings,
 which shall be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer
 period by agreement of the parties or court order.




 AlA Document A201 TM- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        26
 reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.
 User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 {5-19-06)                                                                          {986536188)
R.P. Appx. 058
 § 4.5.3 The parties shall share the mediator's fee and any filing fees equally. The mediation shall be held in the place
 where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall
 be enforceable as settlement agreements in any court having jurisdiction thereof.

§ 4.6 ARBITRATION
§ 4.6.1 Any Claim arising out of or related to the Contract, except Claims relating to aesthetic effect and e2mept those
 waived as provided for in Sections 4.3.10, 9.10.4 and 9.10.5, shall, after decision by the Architect or 30 days after
 sHbmission of the Claim to the Architect, shall be subject to binding arbitration. Prior to arbitration, the parties shall
 endeavor to resolve disputes by mediation in accordance with the provisions of Section 4.5.

§ 4.6.2 Claims not resolved by mediation shall be decided by binding arbitration which, unless the parties mutually
agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American
Arbitration Association currently in effect. The demand for arbitration shall be filed in writing with the other party
to the Contract and with the American Arbitration ,A,ssociation, and a copy shall be filed with the
A.rchitect.Association. BY INITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE DECIDED BY NEUTRAL ARBITRATION AND YOU ARE GIVING UP ANY RIGHTS YOU
MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.

 Owner Initials                                                                                                Contractor Initials



§ 4.6.3 A demand for arbitration shall be made within the time limits specified in Sections 4.4.6 and 4.6.1 as
 applicable, and in other cases within a reasonable time after the Claim has arisen, and in no event shall it be made
 after the date when institution of legal or equitable proceedings based on such Claim would be barred by the
 applicable statute of limitations as determined pursuant to Section 13.7.

§ 4.6.4 Limitation on Consolidation or Joinder. No arbitration arising Ollt of or relating to the Contract shall inclllde,
by consolidation or joinder or in any other manner, the Architect, the Architect's employees or consnkants, except
by written consent containing specific reference to the Agreement aHd signed by the Architect, Ov:ner, Contractor
and any other person or entity sollght to be joined. No arbitration shall inelllde, by consolidation or joinder or in any
other manner, parties other than the Owner, Contractor, a separate contractor as described in Article 6 and other
persons sHbstantially in•;olved in a common qHestion of fact or law '.'i'!i:ose presence is required if complete relief is
to be accorded in arbitration. No person or entity other than the Owner, Contractor or a separate contractor as
described in Article 6 shall be inclllded as an original third party or additional third party to an arbitration •.vhose
interest or responsibility is insHbstantial. Consent to arbitration involving an additional person or entity shall not
constitute consent to arbitration of a Claim not described therein or with a person or entity not named or described
therein. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity
duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court
having jurisdiction thereof.

§ 4.6.5 Claims and Timely Assertion of Claims. The party filing a notice of demand for arbitration must assert in the
demand all Claims then known to that party on which arbitration is permitted to be demanded.

§ 4.6.6 Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be final, and judgment
may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

ARTICLE 5 SUBCONTRACTORS
§ 5.1 DEFINITIONS
§ 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the
Work at the site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in
number and means a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor"
does not include a separate contractor or subcontractors of a separate contractor.

§ 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to
perform a portion of theWork at the site. The term "Sub-subcontractor" is referred to throughout the Contract


AlA Document A201 1 M -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                             27
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 059
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5·19-06}                                                                         (986536188)
 Documents as if singular in number and means a Sub-subcontractor or an authorized representative of the Sub-
 subcontractor.

 § 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
 § 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as
 practicable after award of the Contract, shall furnish in writing to the Owner ilireagh the i\rehiteet the names of
 persons or entities (including those who are to furnish materials or equipment fabricated to a special design)
 proposed for each principal portion of the Werlt-Wark and will, upon request therefor by Owner update such list
 during construction of the Project. The Arehiteet Owner will promptly reply to the Contractor in writing stating
 whether or not the 0'vaer er the Arehiteet, Owner, after due investigation, has reasonable objection to any such
 proposed person or entity. Failure of the Owner er Arehiteet to reply promptly shall constitute notice of no
 reasonable objection. Notwithstanding anything herein to the contrary, the Contractor may subcontract portions of
 the Work to the Contractor or divisions of the Contractor pursuant to a subcontract agreement and the subcontract
 sum thereof shall constitute a Cost of the Work, but only if such subcontract agreement is approved in writing in
 advance by Owner.

 § 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner er A:rehiteet has made
 reasonable and timely objection. The Contractor shall not be required to contract with anyone to whom the
 Contractor has made reasonable objection.

 § 5.2.3 If the Owner er ,'\rehiteet has reasonable objection to a person or entity proposed by the Contractor, the
 Contractor shall propose another to whom the Owner er Arehiteet has no reasonable objection. If the proposed but
 rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall
 be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order
 shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract
 Sum or Contract Time shall be allowed for such change unless the Contractor has acted promptly and responsively
 in submitting names as required.

 § 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner er
 ,\i=ehiteet makes reasonable objection to such substitute.

 § 5.3 SUBCONTRACTUAL RELATIONS
 § 5.3.1 By appropriate agreement, written where legally required for validity, the Contractor shall require each
 Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by
 terms of the Contract Documents, and to assume toward the Contractor all the obligations and responsibilities,
 including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents,
 assumes toward the Ovmer aHd ,'\reffiteet. Owner. Each subcontract agreement shall preserve and protect the rights
 of the Owner aad t'\rehiteet under the Contract Documents with respect to the W ark to be performed by the
 Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor,
 unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress
 against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate,
 the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The
 Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement,
 copies of the Contract Documents to which the Subcontractor will be bound, and, upon written request of the
 Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may
 be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of
 such documents available to their respective proposed Sub-subcontractors.

 § 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
 § 5.4.1 Each subcontract agreement for a portion of the W ark is assigned by the Contractor to the Owner provided
 that:
            .1     assignment is effective only after termination of the Contract by the Owner for cause pursuant to
                   Section 14.2 and only for those subcontract agreements which the Owner accepts by notifying the
                   Subcontractor and Contractor in writing; and
            .2     assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the
                   Contract.


 AlA Document A201 TM- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the   28
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_1 which
 expires on 7/23/2006, and is not for resale.
 User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 (5-19-06}                                                                          (986536188}
R.P. Appx. 060
 § 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's
 compensation shall be equitably adjusted for increases in cost resulting from the suspension.

 ARTICLE 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
 § 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS
 § 6.1.1 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 Conditions of the Contract identical or substantially similar to these including those
 portions related to insurance and waiver of subrogation. If the Contractor claims that delay or additional cost is
 involved because of such action by the Owner, the Contractor shall make such Claim as provided in Section 4.3.

 § 6.1.2 When separate contracts are awarded for different portions of the Project or other construction or operations
 on the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes
 each separate Owner-Contractor Agreement.

 § 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate
 contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with
 other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The
 Contractor shall make any revisions to the construction schedule 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.

 § 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations
 related to the Project with the Owner's own .ferees;-forces or pursuant to separate contracts with other contractors,
 the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the
 Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this
 Article 6 and Articles 10, 11 and 12. Without limiting the generality of the foregoing, if the Owner awards separate
 contracts with any other contractors for any work at the Project site during the performance of the Work, then the
 Owner shall cause each and every such other contractor (and their subcontractors of any tier) to name the Contractor
 as an additional insured on all liability insurance policies maintained by such other contractor (and their
 subcontractors of any tier) to the extent such policies cover liabilities relating to the Project or other work being
 performed at the Project site. The Owner shall furnish to the Contractor written evidence that such insurance is in
 effect and that the Contractor has been named an additional insured as aforesaid upon the first to occur of the award
 or execution of any such separate contract.

 § 6.2 MUTUAL RESPONSIBILITY
 § 6.2.1 The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and
 storage of their materials and equipment and performance of their activities, and shall connect and coordinate the
 Contractor's construction and operations with theirs as required by the Contract Documents.

 § 6.2.2 If part of the Contractor's Work depends for proper execution or results upon construction or operations by
 the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly
 report to the Arehiteet Owner apparent discrepancies or defects in such other construction that would render it
 unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an
 acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and
 proper to receive the Contractor's Work, except as to defects not then reasonably discoverable.

 § 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a
 separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The
 Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly
 timed activities, damage to the Work or defective construction of a separate contractor.

 § 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially
 completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5.

 § 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are
 described for the Contractor in Section 3.14.
 AlA Document A201'M -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966,1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the   29
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.
 User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 (5-19-06)                                                                          {986536188)
R.P. Appx. 061
 § 6.3 OWNER'S RIGHT TO CLEAN UP
 § 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under
 their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,
 the Owner may clean up and the ,\:rehiteet will alleeate the cost among those resfleRsillle.responsible shall be
 equitably allocated.

 ARTICLE 7 CHANGES IN THE WORK
 § 7.1 GENERAL
 § 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the
 Contract, by Change Order, CeRstruetieR Change Direetive er erder fer a mifler ehaRge iR the Werk, subject to the
 limitations stated in this Article 7 and elsewhere in the Contract Documents.

 § 7.1.2 A ChaRge Order shall be eased llj3eR agreemeRt ameRg the Ovmer, CeRtraeter aRd A-rehiteet; a CeRStruetieR
 Change Direetive teEfHires agreemem by the Ov.1:1er illld Arehiteet illld may er may Ret be agreed te by the
 CeRtraeter; illl erder fer a miRer ehaRge in the '.Verk may Be issued ey the ,\:rehiteet aleae.
 § 7.1.2 A Change Order shall be based upon agreement between the Owner and the Contractor as provided in Section
 6.5 of the Agreement.

 § 7.1.3 Changes in the Work shall be performed under applicable provisions of the Contract Documents, and the
 Contractor shall proceed promptly, unless otherwise provided in the Change Order, CeRstrHetieR ChaRge Direetive
 er erder fer a mifler ehange iR the '.Verk.Order.

 § 7.2 CHANGE ORDERS
 § 7.2.1/'t ChaRge Order is a r.vritteR iRstrHmeRt j3rej3ared ey the A-rehiteet illld sigaed by the OwRer, CeRtraeter aRd
 ,\:rehiteet; statiRg their agreemeRt UfleR all ef the fellw.viag:
            .1     eltaRge iH the J,Verk;
            .2     the ameunt ef the aajustrHeRt, if any, iR the CeRtraet Sum; aHEl
            .3     the B*teflt ef the aajustmeRt, if illl)', iR the CeRtraet Time.
            § 7.2.1 If the other provisions of the Contract require that a Change Order be issued and the Owner and the
                   Contractor are unable to agree upon the terms thereof as provided in Section 6.5 of the Agreement
                   within ten days of a written demand given by either party to the other party to so agree. then the
                   dispute shall be resolved as provided in Article 4 herein. In any such dispute resolution proceedings
                   the parties agree that the terms of the Change Order set forth in subparagraphs (i)-(vii) of Section 6.5
                   of the Agreement shall be determined.

 § 7.2.2 Metheds In any dispute resolution proceeding over a Change Order. the methods used in determining
 adjustments to the Contract Sum may include those listed in Section ':f....d+.7.33.

§ 7.2.3 Contractor shall not suspend performance of the Contract Documents during the review and negotiation of
 any Change Order.

§ 7.3 CONSTRUCTION CHANGE DIRECTIVES
§ 7.3.1 A CeRstrHetieR Chilllge Direetive is a r,vritteR erder j3rej3ated ey the Arehiteet and sigaed by the Ovffler aRd
.AFehiteet, direetiHg a ehange iR the Werk ]3rier te agreemeRt SR aajustmeRt, if any, iR the CeRtraet Sum er CeRtraet
Time, er eeth. The Ov.'Rer may ey CeRstrHetieR ChaRge Direetive, 'NitheHt iRvalidatiRg the CeRtraet, erder ehilllges
iR the 'Verk withiR the geaeral see13e ef the CeRtraet eeRsistiag ef additieRs, deletieas er ether revisieRs, the
CeRtraet Sum illld CeRtraet Time eeiRg aajastea aeeenliagly.
§ 7.3.1 [Intentionally Omitted].

§ 7.3.2 ! .. CeRstruetieR Chaage Direetive shallee used iR the abseRee ef tetal agreemeRt eR the terms ef a Chaage
Order:-
§ 7.3.2 [Intentionally Omitted].

§ 7.3.3 If the CeRstrHetieR Change Direetive Order provides for an adjustment te--in the Contract Sum, the adjustment
shall-may be based on one of the following methods:


 AlA Document A201TM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the   30
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.
 User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
R.P. Appx. 062
            .1     mutual acceptance of a lump sum properly itemized and supported by sufficient substantiating data to
                   permit evaluation;
            .2     unit prices stated in the Contract Documents or subsequently agreed upon;
            .3     cost to be determined in a manner agreed upon by the parties and a ffit:ltl:lally acceptable fixed or
                   Contractor Fee based on the percentage feet-set forth in Section 5 .1.2 of the Agreement; or
            .4     as provided in Section 7.3.6.

 § 7.3.4 Upon receipt of a Constil:lction Change Directive, the Contractor shall promptly proceed with the change in
 the Work ffivoh<ed and advise the Architect of the Contractor's agreement or disagreement with the method, if any,
 provided in the Construction Change Directive for determining the proposed adjustment in the Contract gum or
 Contract Time.
 § 7.3.4 [Intentionally Omitted].

 § 7.3.5 [Intentionally Omitted].
 § 7.3.5 A Constil:lction Change Directi'<'e signed by the Contractor indicates the agreement of the Contractor
 therewith, including adjustment in Contract Sum and Contract Time or the method for determining them. Such
 agreement shall be effective immediately and shall be recorded as a Change Order.

 § 7.3.6 If-In any dispute between the Contractor does not respond promptly or disagrees with and the Owner over the
 method for adjustment in the Contract &um;-Sum in connection with any Change Order or in connection with any
 other adjustment in the Contract Sum to which the Contractor is entitled under the Contract Documents, then the
 method and the adjustment shall be determined by the Architect on the basis of reasonable expenditures and savings
 of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a
 reasonable allowance for overhead and profit. Contractor's Fee based on the percentage set forth in Section 5 .1.2 of
 the Agreement. In such case, and also under Section 7.3.3.3, the Contractor shall keep and present, in such form as
 the Architect Owner may reasonably prescribe, an-a reasonably itemized accounting together with appropriate
 supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.6
 shall be limited to the following:
           .1    costs of labor, including social security, old age and unemployment insurance, fringe benefits
                required by agreement or custom, and workers' compensation insurance;
           .2    costs of materials, supplies and equipment, including cost of transportation, whether incorporated or
                 consumed;
           .3    rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor
                 or others;
           .4    costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to
                 the W ork;and
           .5    additional costs of supervision and field office personnel directly attributable to the change. change;
                 and
           .6    if the Agreement is an AlA Document A111 or A121, all other costs which would be considered to be
                 Costs of the Work under the Agreement.

 § 7.3.7 The amount of credit to be allowed by the Contractor to the Owner for a deletion or change which results in a
 net decrease in the Contract Sum shall be actual net cost as confirmed by the Architect. cost. When both additions
 and credits covering relatedWork or substitutions are involved in a change, the allowance for overhead and profit
 shall be figured on the basis of net increase, if any, with respect to that change.

 § 7.3.8 Pending final determination of the total cost of a Constil:lction Change Directiv:e to the Owner, Order,
 amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by
 a Change Order indicating the parties' agreement with part or all of such costs. For any portion of costs and the
 Owner shall be obligated to pay such cost that remains costs together with a Contractor's Fee based on the
 percentage set forth in dispute, the A-rchitect 'NiH make an interim determination for purposes of monthly
 certification for payment for those costs. That determination Section 5 .1.2 of cost shall adjust the Contract gum on
 the same basis as a Change Order, subject Agreement to the right of either party to disagree and assert a claim in
 accordance with Article 4.Contractor.

 § 7.3.9 When the Owner and Contractor agree with the determination made by the Architect concerning tho-ill!Y
 adjustments in any one or more of the Work, the Contract Sum and-or the Contract Time, or otherwise reach
 AlA Document A201™ -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        31
 reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.
 User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 (5-19-06)                                                                          (986536188)
R.P. Appx. 063
 agreement upon the adjastments, adjustments in the items set forth in subparagraphs (i)-(vii) of Section 6.5 of the
 Agreement, such agreement shall be effective immediately and shall be recorded by preparation and execution of an
 appropriate Change Order.

 § 7.4 MINOR CHANGES IN THE WORK
 § 7.4.1 The Architect Owner will have authority to effier.-make minor changes in the Work not involving adjustment
 in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract
 Documents. Such changes shall be effected by written order and shall be binding on the Owner and Contractor. The
 Contractor shall carry out such written orders promptly.

 ARTICLE 8 TIME
 § 8.1 DEFINITIONS
 § 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in
 the Contract Documents for Substantial Completion of the Work.

§ 8.1.2 The date of commencement of the Work is the date established in the Agreement.

§ 8.1.3 The date of Substantial Completion is the date certified by tbe Architect when Substantial Completion is
 actually achieved in accordance with Section 9.8.

§ 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically
 defined.

§ 8.2 PROGRESS AND COMPLETION
§ 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement
 the Contractor confirms that the Contract Time is a reasonable period for performing the Work.

§ 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely
 commence operations on the site or elsewhere prior to the effective date of insurance required by Article 11 to be
 furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the
 effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a
 notice to proceed given by the Owner, the Contractor shall notify the Owner in writing not less than five days or
 other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and
 other security interests.

§ 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion
 within the Contract Time.

§ 8.3 DELAYS AND EXTENSIONS OF TIME
§ 8.3.1 If tbe Colltractor is delayed at any time in tbe commencement or progress of the Work by an act or neglect of
tbe Owner or Architect, or of an employee of either, or of a separate contractor employed by the Ovmer, or by
changes ordered in tbe Work, or by labor displ:ltes, fire, l:lfil:lsaal delay in deliveries, anavoidable casaalties or otber
caases beyond the Contractor's control, or by delay aathorized by tbe Owner pending mediation and arbitration, or
by otber canses \Nhich tbe Architect determines may jastify delay, tben the Colltract Time shall be extended by
Change Order for sach reasonable time as the Architect may determine.
§ 8.3.1 If the Contractor is delayed at any time in the commencement or progress of the Work that adversely affect
the sequencing of the Work resulting in a delay in Substantial Completion by (i) an act or neglect of the Owner, or
of an employee of Owner, or of a separate contractor employed by the Owner, or (ii) changes ordered in the Work,
or (iii) labor disputes, or (iv) fire, or (v) unusual delay in deliveries, or (vi) the imposition after the date of the
Agreement of quotas or other restrictions on the ability of the Contractor to obtain material or equipment, or (vii)
unavoidable casualties or (viii) other causes not reasonably foreseeable on the date the Work commenced or which
are beyond the Contractor's control, or (ix) adverse weather conditions or adverse site conditions as set forth in
Section 4.3.7.2, or (x) delays caused by governmental authorities (not caused as a result of fault on the part of the
Contractor) or (xi) delay authorized by the Owner pending mediation and arbitration (provided that no such event
has been caused by the delay or negligent or other wrongful act or omission of the Contractor or any of its
employees or agents), and provided that Contractor has delivered to Owner written notice of the occurrence of such
event within ten (10) business days after the occurrence thereof, then the Contract Time shall be extended by

AlA Document A201 TM- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                             32
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.
User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 (5-19-06)                                                                          (986536188)
R.P. Appx. 064
 Change Order for a reasonable time and the Contract Sum shall be adjusted to the extent reasonably necessary to
 compensate the Contractor for any increases in the Cost of the Work caused by such delay.

§ 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Section 4.3.

§ 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of
 the Contract Documents.

ARTICLE 9 PAYMENTS AND COMPLETION
§ 9.1 CONTRACT SUM
§ 9.1.1 The Contract Sum is stated in the Agreement and, including authorized adjustments, is the total amount
payable by the Owner to the Contractor for performance of the Work under the Contract Documents.

§ 9.2 SCHEDULE OF VALUES
§ 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Architect Owner a schedule of
values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate
its accuracy as the Architect Owner may require. This schedule, unless objected to by the Architect, Owner, shall be
used as a basis for reviewing the Contractor's Applications for Payment.

§ 9.3 APPLICATIONS FOR PAYMENT
§ 9.3.1 At least te!t-twenty days before the date established for each progress payment, the Contractor shall submit to
the Architect Owner an itemized Application for Payment for operations completed in accordance with the schedule
of values. Such application shall be notarized, if required, and supported by such data substantiating the Contractor's
right to payment as the Owner or Architect may reasonably require, such as copies of requisitions from
Subcontractors and material suppliers, and reflecting retainage if provided for in the Contract Documents. See the
Agreement for additional provisions relating to Applications for Payment.

§ 9,3.1.1 As provided ia Section 7.3 .8, such applications may include requests for payment oa acconnt of changes in
the Work vfhich hwre lleea properly authori,.,ed by Construction Change Directives, or lly interim determinations of
the Architect, llut aot yet iac!Hded in Change Orders.[Intentionally Omitted].

§ 9.3.1.2 Such applications may not include requests for payment for portions of theWork for which the Contractor
does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others
whom the Contractor intends to pay.

§ 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and
equipment delivered and suitably stored at the site for subsequent incorporation in the Work. If approved in advance
by the Owner, payment may similarly be made for materials and equipment suitably stored off the site at a location
agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon
compliance by the Contractor with procedures satisfactory to the Owner to establish the Owner's title to such
materials and equipment or otherwise protect the Owner's interest, and shall include the costs of applicable
insurance, storage and transportation to the site for such materials and equipment stored off the site.

§ 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner
no later than the time of payment. The Contractor further warrants that upon submittal of an Application for
Payment all Workfor which Certificates for Payment payments have been previously issued and payments received
from the Owner shall, to the best of the Coatractor' s knowledge, iaformatioa aad belief, shall be free and clear of
liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, material suppliers, or
other persons or entities making a claim by reason of having provided labor, materials and equipment relating to the
Work. To the extent permitted by applicable law, good and clear title to all materials furnished by Contractor under
the Contract Documents for the Project shall pass to Owner upon incorporation into the Project. Contractor shall
ensure that subcontractors from whom Contractor obtains materials do not retain or reserve title to such items, and
Contractor shall defend, indemnify and hold Owner harmless from any such claims by Contractor's subcontractors.
Notwithstanding the foregoing, the care, custody and control of Contractor's Work incorporated into the Project
shall remain with Contractor until such Work has been accepted in writing by Owner and shall thereon pass to
Owner unless Owner notifies Contractor in writing that such care, custody and control is assumed by Owner at a
earlier date.
AlA Document A20FM -1997. Copyright © 1911, 1915,1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966,1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        33
reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 065
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
 § 9.4 CERTIFICATES FOR PAYMENT
 § 9.4.1 The Arefliteet Owner will, within ~twenty days after receipt of the Contractor's Application for
 Payment, either issHe ts Ql!Y_the OwBer a Ceftifieate amount of such Application for PaymeBt, with a espy Payment
 to the Contractor, fer sHeh amsHBt as the Attehiteet determines is prsperly EiHe, or notify the Contractor and Owner
 in writing of the ,\refliteet' s Owner's reasons for withholding eertifieatisn payment in whole or in part as provided
 in Section 9.5.1.

 § 9.4.2 The issaanee sf a Certifieate fer Paymefl:t will esnstitHte a r6J3resefl:tatisn ey the ,\refliteet ts the Ovmer,
eased sB tbe J\.rehiteet' s eva±Hatisn sf the \Vsrk and the data esmprising the Applieatisn fer PaymeHt, that the 'Nsrk
has )3£Sgressed ts the )38ifl:t indieated and tbat, ts the Best sf the Af'effiteet' S kflswledge, infsfifl:atiSB and eeJief, the
EJ:Hality sf tbe \Vsrk is ill aeesrdanee v.ith the CsHtraet DseHmeHts. The feregsiHg r6J3resefl:tatisns are sl:!Bjeet ts an
evalHatisH sf the \Vsrk fer esnfsfifl:anee ·.vith the CsHtraet DseHmefl:ts HJ3Sn S'HBstantial CsiBJ3letisH, ts resHlts sf
SHBSeEJ:Hefl:t tests and ffisj3eetisHs, ts esrreetisH sf miner deviatisHs frsm the Csfl:traet DseHFB:eHts prier ts 6SffiJ3letisH
and ts speeifie EJ:HalifieatisHS eol'fJfessed ey tbe Arehiteet. The issHanee sf a Ceftifieate fer Paymefl:t will fintller
esHstimte a represefl:tatisH tbat the CsHtraetsr is eHtitled ts fla-J'FB:elit in the amsHBt eeftified. He·Never, the issaanee
sf a Certifieate fer PaymeHt will net ee a represeHtatisn that the ,\£ehiteet has (1) made ffiffianstive sr esHtinHsHs en
site iHspeetisas ts eheek tbe EJ:Hality sr EJ:Hafl:tity sf the Wsrk, (2) revie Ned esHstruetisH means, metbsds, teeliDiEJ:HeS,
seEJ:HeHees sr prseedHres, (3) rev-iewed espies sf reEJ:HisitisHs reeeived frsm S'HBesHtraetsrs and material SHJ3pliers
aHa ether data feEJ:Hested ey the OwBer ts s'HBstaHtiate the CsHtraetsr's right ts payFB:efl:t, Sf (4) made eJmmiHatisH ts
aseertain he ;v sr fer '.Vhat fntrpsse the CsHtraetsr has Hsed ffiSHey prev-isHsly paid SH aeesHBt sf the CsHtraet
&ar!t-[lntentionally Omitted].

 § 9.5 DECISIONS TO WITHHOLD CERTIFICATION
 § 9.5.1 The J\.refliteet FB:ay Viithhsld a Certifieate fer Payment in v.hsle sr in part, ts If the eJEtefl:t reassHaely
Beeessary ts prsteet the Ov. Her, if in the Attehiteet' s 8)3ini8H the represefl:tatiSHS ts the Owner reEJ:Hired ey SeetisH
9.4 .2 eanoot ee made. If the Arehiteet is HHaele ts eertify withholds a payment in the amsHBt of all or any portion of
an Application for Payment, then the P.r)3)31ieatisa, the Arehiteet Owner will notify the Contractor and OwBer as
provided in Section 9.4.1. If the Contractor and ,\rehiteet the Owner cannot agree on a revised amount, the J\.rehiteet
Owner will promptly issHe a Certifieate fer Paymefl:t fer Ql!Y_the amount fer-which the ,\rehiteet is aele ts make sHeh
represeHtatisHs ts the OwHer. not in dispute. The ,\f'efliteet Owner may alse-withhold a Ceftifieate fer Paymefl:t
payment or, because of subsequently discovered evidence, may BHllify-:reguest a refund of the whole or a part of a
Ceftifieate fer Paymefl:t payment previously issaetl;-made to such extent as may be reasonably necessary iH--the
J\.refliteet' s spinieR to protect the Owner from loss for which the Contractor is responsible, iHelHding less resulting
from acts and omissions described in Section 3.3.2, because of:
           .1      defective Work not remedied;
            .2     third party claims filed or reasonable evidence indicating probable filing of such claims against
                   Owner, the Land or the Project or reasonable evidence indicating the probable filing of such claims,
                   unless security acceptable to the Owner is provided by the Contractor to protect Owner against such
                   claims (such security may include, without limitation, Contractor's compliance with its
                   indemnification or bonding obligations under the CsHtraetsr;Contract);
           .3      failure of the Contractor to make payments properly to Subcontractors or for labor, materials or
                   equipment;
           .4      reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
           .5      damage to the Owner or another contractor;
           .6      reasonable evidence that the Work will not be completed within the Contract Time, and that the
                   unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;
                   er
           .7      persistent failure to carry out the Work in accordance with the Contract Documents; or
           .8       without limiting the generality of the above, any other reason for which Owner is entitled to withhold
                   or deduct payment under the express provisions of the Contract Documents.

§ 9.5.2 When the above reasons for withholding eertifieatisH payment are removed, eertifieatisn payment will be
 made for amounts previously withheld.




AlA Document A2Q1TM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the   34
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995 1 which
expires on 7/23/2006, and is not for resale.                                                                                                  -
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         {986536188)
R.P. Appx. 066
 § 9.6 PROGRESS PAYMENTS
 § 9.6.1 After the Architect Owner has issHed a Certificate received an Application for Payment, Payment which
 complies with the requirements of the Contract Documents, the Owner shall make payment in the manner and
 within the time provided in the Contract DocHrnents, and shall so Hotify the Architect. Documents.

 § 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the
 amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said
 Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of
 such Subcontractor's portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor,
 require each Subcontractor to make payments to Sub-subcontractors in a similar manner.

 § 9.6.3 The Amhitect Owner will, on request, furnish to a Subcontractor, if practicable, information regarding
 percentages of completion or amounts applied for by the Contractor and action taken thereon by the Architect aHd
 Owner on account of portions of the Work done by such Subcontractor.

 § 9.6.4 Neither Contractor shall use the sums advanced to it pursuant to the Contract documents solely for the
 purpose of the performance of the Work. The Owner HOI Architect shall not have an obligation to pay or to see to
 the payment of money to a Subcontractor except as may otherwise be required by law.

 § 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and
 9.6.4.

 § 9.6.6 A Certificate for PayrneHt, a progress payment, or partial or entire use or occupancy of the Project by the
 Owner shall not constitute acceptance of Work not in accordance with the Contract DocHrnents.Documents and shall
 not relieve Contractor of its obligations under the Contract Documents with respect thereto.

 § 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum,
 payments received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by
 the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under
 contract with the Contractor for which payment was made by the Owner. Nothing contained herein shall require
 money to be placed in a separate account and not commingled with money of the Contractor, shall create any
 fiduciary liability or tort liability on the part of the Contractor for breach of trust or shall entitle any person or entity
 to an award of punitive damages against the Contractor for breach of the requirements of this provision.

 § 9.7 FAILURE OF PAYMENT
 § 9.7.1 If the Arehitect Owner does not i:sffile--make a Certificate for Payment, through no fault of the Contractor,
 within Se¥eH-twenty days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the
 Contractor within seven days after the date established in the Contract Documents the amount certified by due to the
 Architect Contractor hereunder or awarded by arbitration, then the Contractor may, HpoH se¥eH additioNal days'
 writteH Hotice to the Ovmer and Architect, may stop the Work until payment of the amount owing has been received.
 The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the
 Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Contract
 Documents.

 § 9.8 SUBSTANTIAL COMPLETION
 § 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof
 is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the
 Work for its intended use.

 § 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner agrees to accept
 separately, is substantially complete, the Contractor shall prepare and submit to the Architect Owner a
 comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such
 list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract
 Documents.

 § 9.8.3 Upon receipt of the Contractor's list, the Architect Owner will make an inspection to determine whether the
 Work or designated portion thereof is substantially complete. If the Architect's Owner's inspection discloses any

 AlA Document A2Q1TM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966,1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                              35
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 067
 User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
 item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the
 Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended
 use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item
 upon notification by the Architect. Owner. In such case, the Contractor shall then submit a request for another
 inspection by the Architect Owner to determine Substantial Completion.

 § 9.8.4 When the Work or designated portion thereof is substantially complete, the Architect Owner will prepare a
 Certificate of Substantial Completion which shall establish the date of Substantial Completion, shall establish
 responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work and
 insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the
 Certificate. Warranties required by the Contract Documents shall commence on the date of Substantial Completion
 of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion.
 Upon the Owner providing such Certificate of Substantial Completion, Contractor shall cause (a) the Architect to
 sign and deliver to Owner and Prudential a certificate in the form of Exhibit "E" attached hereto, and (b) the civil
 engineer for the Project to sign and deliver to Owner and Prudential a certificate in the form of Exhibit "F" attached
 hereto.

 § 9.8.5 The Certificate of Substantial Completion shall be submitted to the Owner and Contractor for their written
 acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if
 any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment
 shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents.

 § 9.9 PARTIAL OCCUPANCY OR USE
 § 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage when
 such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented
 to by the insurer as required under Section 11.4.1.5 and authorized by public authorities having jurisdiction over the
 Work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided
 the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments,
 retainage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in
 writing concerning the period for correction of the Work and commencement of warranties required by the Contract
 Documents. When the Contractor considers a portion substantially complete, the Contractor shall prepare and
 submit a list to the Architect Owner as provided under Section 9.8.2. Consent ofthe Contractor to partial occupancy
 or use shall not be umeasonably withheld. The stage of the progress of the Work shall be determined by written
 agreement between the Owner and Coetractor or, if RO agreemeRt is reachea, by decisioR of the
 Architect. Contractor.

 § 9.9.2 Immediately prior to such partial occupancy or use, the Ovmer, Owner and the Contractor aRd Architect shall
 jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the
 condition of the Work.

 § 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of theW ork shall not
 constitute acceptance of Work not complying with the requirements of the Contract Documents.

 § 9.10 FINAL COMPLETION AND FINAL PAYMENT
 § 9.10.1 Upon receipt of written notice from Contractor to Owner that all Punch List Items have been completed and
 that the Work is ready for final inspection and acceptance and upon receipt of a fmal Application for Payment, the
 Architect Owner will promptly make such inspection and, when the Architect fmds the Work acceptable nnaer has
 been finally completed in accordance with the Contract Documents and the Contract fully performed, the Architect
 Owner will promptly issoo--a-make final Certificate for PaymeRt stating that to the best payment of the Architect's
 knovileage, infoFffiatioR all amounts due and belief, aHa OR the basis of the Architect's oR site visits aHa illspections,
 the ¥lork has beeR completea ill accordaRce '.vith terms and coRditioRs of the Coetract Documents aRd that the eRtire
 balaRce fonnd owing to be-aue-the Contractor aRd Rotea ill under the final Certificate is due and payable. The
 Architect's fiRal Certificate for Payment will coRstitute a further representation that conditions listea in Section
 9.10.2 as precedent to the Contractor's beiRg entitled to final payment have beeR fulfilled.Contract Documents.

 § 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits
 to the Architect Owner (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness

 AlA Document A201™ -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        36
 reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 068
 User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (less
amounts withheld by Owner) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance
required by the Contract Documents to remain in force after final payment is currently in effect and will not be
canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written
statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the
period required by the Contract Documents, (4) consent of surety, if any, to final paymeHt payment, (5) a certificate
stating that to the best of Contractor's knowledge, the Project is in compliance with all applicable laws, statutes,
ordinances, rules and regulations with respect to the Project, and that there is no action or proceeding pending or
threatened before any court or administrative agency with respect to the validity of the certificates, permits, licenses,
waivers, consents, approvals, authorizations, registrations, qualifications, designations, declarations and filings
required or compliance with any laws, statutes, ordinances, rules and regulations and Contractor has not received
any notice to the contrary, (6) evidence satisfactory to Owner that all utilities necessary or appropriate for the
operation of the Project have been installed and are fully operational and are actually operating to the satisfaction of
the governmental authorities or utility companies responsible for the operation thereof and that all costs in
connection with such installation and operation (including but not limited to impact fees, development fees, tap-on
fees and recapture costs) have been paid in full and ~{11_if required by the Owner, other data establishing
payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or
encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a
Subcontractor refuses to furnish a release or waiver required by the Owner, the Contractor may furnish a bond
satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments
are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in
discharging such lien, including all costs and reasonable attorneys' fees.

§ 9.10.31f, after Substantial Completion of the Work, final completion thereof is materially delayed through no fault
 of the Contractor or by issuance of Change Orders affecting final completion, and the Architect so coniirms, the
 Owner shall, upon application by the Contractor and certification by the Architect, Contractor, and without
 terminating the Contract, make payment of the balance due for that portion of the Work fully completed and
 accepted. If the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the
 Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due
 for that portion of the Work fully completed and accepted shall be submitted by the Contractor to the A-rchitect prior
 to certification of sach payment. Owner. Such payment shall be made under terms and conditions governing final
 payment, except that it shall not constitute a waiver of claims.

§ 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from:
            .1     liens, Claims, security interests or encumbrances arising out of the Contract and unsettled;
            .2     failure of the Work to comply with the requirements of the Contract Documents; or
            .3     terms of special warranties required by the Contract Documents.

§ 9.1 0.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a
 waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at
 the time of final Application for Payment.

 ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY
§ 10.1 SAFETY PRECAUTIONS AND PROGRAMS
§ 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and
 programs in connection with the performance of the Contract.

 § 10.2 SAFETY OF PERSONS AND PROPERTY
 § 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to
 prevent damage, injury or loss to:
          .1  employees on the Work and other persons who may be affected thereby;
          .2  the Work and materials and equipment to be incorporated therein, whether in storage on or off the
              site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub-
              subcontractors; and
           .3 other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements,
              roadways, structures and utilities not designated for removal, relocation or replacement in the course
              of construction.
 AlA Document A201n.o -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        37
 reproduction or distribution of this AlA® 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 document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 069
 User Notes: Clayco A201 • Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
            Contractor shall comply strictly with local, municipal, provincial, state and national laws, orders, and
            regulations pertaining to health or safety which are applicable to Contractor or to the Proiect, including
            without limitation the Occupational Safety and Health Act of 1970 (84 U.S. Statutes 1590), as amended and
            any state plans approved thereunder, and regulations thereunder, to the extent applicable, and Contractor
            warrants the materials, equipment and facilities, whether temporary or permanent, furnished by Contractor
            in connection with the performance of the Project shall comply therewith. At all times while any of
            Contractor's employees, agents or subcontractors are on Project, Contractor shall provide them with a safe
            place of employment, and Contractor shall inspect the places where its employees, agents or subcontractors
            are or may be present on the Project and shall promptly take action to correct conditions which are or may
            become an unsafe place of employment for them.

            Contractor shall incomorate necessary safety precautions and programs in a written safety program manual.
            Contractor shall provide Owner with a copy of such safetv program manual.

            Contractor shall take reasonable steps to erect and maintain safeguards for the protection of workers and the
            public and eliminate or abate safety hazards created by or otherwise resulting from the performance of the
            Work. Contractor shall take all precautions reasonably necessary for the safety and health of. and shall
            provide all reasonable protection to prevent damage, injurv or loss to: (i) persons working at the job site
            employed by Contractor or its subcontractors in connection with the Work (ii) all materials and equipment to
            be incorporated into the Project, whether in storage on or off the job site and (iii) other property at the job site.

            Written reports of any accidents, injuries and illnesses at the Project requiring medical attention other than
            first aid, damage to propertv of Owner or Contractor, and fires shall be orally reported to Owner at the time
            of the incident. Written reports, reasonably satisfactory in form and content to Owner, shall be submitted by
            Contractor within forty-eight (48) hours after each incident.

            Contractor shall maintain in form and content approved by Owner, job site accident, injury and illness
            statistics that shall be available for inspection by and submitted to Owner upon their written request.

            In the event of any emergency endangering life or propertv, Contractor shall take such action as may be
            reasonable and necessary to prevent, avoid or mitigate injury or damage and shall, as soon as possible, report
            to Owner's representatives any such incidents, including Contractor's response thereto. If Contractor fails to
            take sufficient precautions for the safetv of the public or the protection of the Work or of structures or propertv
            on or adjacent to the job site, creating an emergency requiring immediate action, the Owner may cause such
            sufficient precautions to be taken or provide such protection.

            Construction equipment obtained or furnished by Contractor or its subcontractors that is to be used on the
            job site shall be in operating condition, safe, fit for the uses for which intended, and suitable for the safe,
            legal and efficient performance of the Project.

 § 10.2.2 The Contractor shall give notices and comply with applicable laws, ordinances, rules, regulations and lawful
 orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss.

 § 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract,
 reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards,
 promulgating safety regulations and notifying owners and users of adjacent sites and utilities.

 § 10.2.4 The Contractor will not use, store or keep at the Project any hazardous materials, except those customarily
 and prudently used in construction of projects similar to the Project and in compliance with all environmental laws.
 When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for
 execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of
 properly qualified personnel.

 § 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property
 insurance required by the Contract Documents) to property referred to in Sections 10.2.1.2 and 10.2.1.3 caused in
 whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed
 by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under
 AlA Document A20FM- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the   38
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 070
 User Notes: Clayco A201 · Koll- lntellicenter- Dallas v2 (5-19-06)                                                                          (986536188)
 Sections 10.2.1.2 and 10.2.1.3, except damage or loss attributable to acts or omissions of the Owner or A£Chitect or
 anyone directly or indirectly employed by either of iliem, the Owner, or by anyone for whose acts either of them
 may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the
 Contractor are in addition to the Contractor's obligations under Section 3.18.

§ 10.2.6 The Contractor shall designate a responsible member of the Contractor's organization at the site whose duty
shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise
designated by the Contractor in writing to the Ovlfl:er and Arcllitect.Owner.

§ 10.2. 7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its
 safety.

§ 10.3 HAZARDOUS MATERIALS
§ 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons
resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB),
encountered on the site by the Contractor, the Contractor shall, upon recognizing the condition, immediately stop
Work in the affected area and report the condition to the Owner and Architect in writing.

§ 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material
or substance reported by the Contractor and, in the event such material or substance is found to be present, to verify
that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Owner shall furnish in
writing to the Contractor and A-rchitect the names and qualifications of persons or entities who are to perform tests
verifying the presence or absence of such material or substance or who are to perform the task of removal or safe
containment of such material or substance. The Contractor <md the A-rchitect will promptly reply to the Owner in
writing stating whether or not either-the Contractor has reasonable objection to the persons or entities proposed by
the Owner. If either-the Contractor or Architect has an objection to a person or entity proposed by the Owner, the
Owner shall propose another to whom the Contractor and the A-rchitect have has no reasonable objection. When the
material or substance has been rendered harmless, Work in the affected area shall resume upon written agreement of
the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be
increased in the amount of the Contractor's reasonable additional costs of shut-down, delay and start-up, which
adjustments shall be accomplished as provided in Article 7.

§ 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor,
Subcontractors, Architect, Architect's consultants and agents and employees of any of them from and against
claims, damages, losses and expenses, including but not limited to attorneys' fees, arising out of or resulting from
performance of the Work in the affected area if in fact the material or substance presents the risk of bodily injury or
death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or
expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property
(other than the Work itself) and provided that such damage, loss or expense is not due to the sole negligence of a
party seeking indemnity.

§ 10.4 The Owner shall not be responsible under Section 10.3 for materials and substances brought to the site by the
Contractor unless such materials or substances were required by the Contract Documents.

§ 10.5 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of remediation of
a hazardous material or substance solely by reason of performing Work as required by the Contract Documents, the
Owner shall indemnifY the Contractor for all cost and expense thereby incurred.

§ 10.6 EMERGENCIES
§ 10.6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's
discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by
the Contractor on account of an emergency shall be determined as provided in Section 4.3 and Article 7.

ARTICLE 11 INSURANCE AND BONDS
§ 11.1 CONTRACTOR'S LIABILITY INSURANCE
§ 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do
business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims
AlA Document A201 no- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                             39
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 071
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
 set forth below which may arise out of or result from the Contractor's operations under the Contract and for which
 the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by
 anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable:
           .1   claims under workers' compensation, disability benefit and other similar employee benefit acts which
                are applicable to the Work to be performed;
           .2   claims for damages because of bodily injury, occupational sickness or disease, or death of the
                Contractor's employees;
           .3   claims for damages because of bodily injury, sickness or disease, or death of any person other than
                the Contractor's employees;
           .4   claims for damages insured by usual personal injury liability coverage;
           .5   claims for damages, other than to the Work itself, because of injury to or destruction of tangible
                property, including loss of use resulting therefrom;
           .6   claims for damages because of bodily injury, death of a person or property damage arising out of
                ownership, maintenance or use of a motor vehicle;
           .7   claims for bodily injury or property damage arising out of completed operations; and
           .8   claims involving contractual liability insurance applicable to the Contractor's obligations under
                Section 3.18.

 § 11.1.2 The insurance required by Section 11.1.1 shall be written for not less than limits of liability specified in the
 Contract Documents or required by law, whichever coverage is greater. Coverages, whether written on an
 occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work
 until date of final payment and termination of any coverage required to be maintained after final payment.

 § 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of
 the Work. These certificates and the insurance policies required by this Section 11.1 shall contain a provision that
 coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written
 notice has been given to the Owner. If any of the foregoing insurance coverages are required to remain in force after
 final payment and are reasonably available, an additional certificate evidencing continuation of such coverage shall
 be submitted with the final Application for Payment as required by Section 9.10.2. Information concerning reduction
 of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by
 the Contractor with reasonable promptness in accordance with the Contractor's information and belief.

 § 11.1.4 Contractor shall cause all architects, engineers and other Design Professionals performing design work for
 the Project to maintain Professional Liability Insurance having minimum limits of One Million Dollars ($1,000,000)
 per claim and in the aggregate (including excess coverage) (claims made basis). Such Professional Liability
 Insurance policies shall (i) provide coverage for claims arising out of any act, error or omission with respect to the
 rendering of or failure to render design, engineering, professional or architectural services by architects, engineers or
 other Design Professionals (and their respective officers. directors. employees or agents) who may be employed
 engaged or otherwise utilized by Contractor to perform Contractor's design, engineering, architectural and
 professional duties, obligations and responsibilities under the Contract Documents. (ii) include Owner. and its
 partners. members, officers, directors, employees, agents, successors and assigns as "additional insureds," (iii) be
 written on an occurrence basis and not on a claims-made basis, (iv) waive any rights of subrogation against Owner
 and its partners. members, officers. directors, employees. agents. successors and assigns, and (v) be written by an
 insurance company or companies with a current A.M. Best Company rating of A-/IX or better and be admitted to do
 business in the State where the Land is located.

 § 11.2 OWNER'S LIABILITY INSURANCE
 § 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance.

 § 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE
 § 11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Project Management Protective
 Liability insurance from the Contractor's usual sources as primary coverage for the Owner's, Contractor's and
 Architect's vicarious liability for construction operations under the Contract. Unless otherwise required by the
 Contract Documents, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of
 purchasing and maintaining such optional insurance coverage, and the Contractor shall not be responsible for
 purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability purchased with


 AlA Document A201Tlll-1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                              40
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 072
 User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 {5-19-06)                                                                         {986536188)
 such coverage shall be equal to the aggregate of the limits required for Contractor's Liability Insurance under
 Sections 11.1.1.2 through 11.1.1.5.

 § 11.3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner,
 Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the
 proceeds of such insurance. The policy shall provide for such waivers of subrogation by endorsement or otherwise.

 § 11.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other persons or entities as
 additional insureds on the Contractor's Liability Insurance coverage under Section 11.1.

 § 11.4 PROPERTY INSURANCE
 § 11.4.1 Unless otherwise provided, the Ovmer Contractor shall purchase and maintain, in a company or companies
 lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a
 builder's risk "all-risk" or equivalent policy form in the amount of the initial Contract Sum, plus value of subsequent
 Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire
 Project at the site on a replacement cost basis without optional deductibles. Such property insurance shall be
 maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and
 entities who are beneficiaries of such insurance, until final payment has been made as provided in Section 9.10 or
 until no person or entity other than the Owner has an insurable interest in the property required by this Section 11.4
 to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors
 and Sub-subcontractors in the Project.

 § 11.4.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation,
 insurance against the perils of fire (with extended coverage) and physical loss or damage including, without
 duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, false work,
 testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any
 applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services
 and expenses required as a result of such insured loss.

 § 11.4.1.2 If the Owner does not intend to parchase sach property iasarance req-aired by the Contract and with all of
 the coverages ia the amoant described above, the Ovmer shall so inform the CoJJ:tractor in writing prior to
 commencement of the Vlork. The Contractor may then effect iasarance \Yhich will protect the interests of the
 CoJJ:tractor, SabcoJJ:tractors and Sab subcontractors iH the Work, and by appropriate Change Order the cost thereof
 shall be charged to the Ovmer. If the Contractor is damaged by the failare or neglect of the Owner to parchase or
 maintain insarance as described above, withoat so notifying the Contractor in writing, then the Ovmer shall bear all
 reasonable costs properly attributable thereto.[Intentionally Omitted].

 § 11.4.1.3 If the property insurance requires deductibles, the Owner shall pay as a Cost of the Work costs not
 covered because of such dedaetibles.deductibles; provided, however, that except for claims arising from flood or
 earthquake damage, the cost of such deductibles shall not exceed $10,000 per occurrence.

 § 11.4.1.4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work
 in transit.

 § 11.4.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company
 or companies providing property insurance have consented to such partial occupancy or use by endorsement or
 otherwise. The Owner and the Contractor shall take reasonable steps to obtain consent of the insurance company or
 companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that
 would cause cancellation, lapse or reduction of insurance.

 § 11.4.2 Boiler and Machinery Insurance. The Owner Contractor shall purchase and maintain boiler and machinery
 insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during
 installation and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor,
 Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shall be named insureds.

 § 11.4.3 Loss of Use Insurance. The Owner,  at the Owner's option, may Contractor shall purchase and maintain such
 insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however

 AlA Document A201 TM- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American .
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                              41
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 073
 User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 (5-19-06}                                                                          (9865361 BB}
caused. The Ovmer Contractor waives all rights of actioR against the CoRtractor Owner for loss of Hse of the
Owner's property, inclllding conseqttentiallosses dlle to damages caused by fire or other hazards however
GiH!S84-perils to the extent covered by property insurance obtained pursuant to the terms of this Section 11.4.

§ 11.4.4 [Intentionally Omitted].
§ 11 .4.4 If the CoRtractor reqttests in viriting that insHraRce for risks other thaH those described herein or other
special caHses of loss be inclllded in the property insHrance policy, the Ovmer shall, if possible, iRclHde sHch
in:sHrance, and the cost thereof shall be charged to the CoRtractor by appropriate Change Order.

§ 11.4.5 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent
to the site by property insurance under policies separate from those insuring the Project, or if after final payment
property insurance is to be provided on the completed Project through a policy or policies other than those insuring
the Project during the construction period, the Owner shall waive all rights in accordance with the terms of Section
11.4.7 for damages caused by fire or other causes of loss covered by this separate property insurance. All separate
policies shall provide this waiver of subrogation by endorsement or otherwise.

§ 11 .4.6 Before an exposure to loss may occur, the Gwner-Contractor shall file with the CoRtractor Owner a copy of
each policy that includes insurance coverages required by this Section 11.4. Each policy shall contain all generally
applicable conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a
provision that the policy will not be canceled or allowed to expire, and that its limits will not be reduced, until at
least 30 days' prior written notice has been given to the Contractor.

§ 11.4.7 Waivers of Subrogation. The Owner and Contractor waive all rights against (1) each other and any of their
subcontractors, sub-subcontractors, agents and employees, each of the other, and (2) the Architsct, Architsct' s
conSHltants, separate contractors described in Article 6, if any, and any of their subcontractors, sub-subcontractors,
agents and employees, for damages caused by fire or other causes of loss to the extent covered by property insurance
obtained pursuant to this Section 11.4 or other property insurance applicable to the Work, except such rights as they
have to proceeds of such insurance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall
require of the Architect, Architect's consHltants, separate contractors described in Article 6, if any, and the
subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where
legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall
provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a
person or entity even though that person or entity would otherwise have a duty of indenmification, contractual or
otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an
insurable interest in the property damaged.

§ 11 .4.8 A loss insured under Owner's property insurance shall be adjusted by the Owner as fiduciary and made
payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any
applicable mortgagee clause and of Section 11.4.10. The Contractor shall pay Subcontractors their just shares of
insurance proceeds received by the Contractor, and by appropriate agreements, written where legally required for
validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner.

§ 11.4.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss,
give bond for proper performance of the Owner's duties. The cost of required bonds shall be charged against
proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the
Owner shall distribute in accordance with such agreement as the parties in interest may reach, or in accordance with
an arbitration award in which case the procedure shall be as provided in Section 4.6. If after such loss no other
special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged
property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article
7.

§ 11 .4. 10 The Owner as fiduciary shall have power to adjust and settle a loss with insurers unless one of the parties in
interest shall object in writing within five days after occurrence of loss to the Owner's exercise of this power; if such
objection is made, the dispute shall be resolved as provided in Sections 4.5 and 4.6. The Owner as fiduciary shall, in
the case of arbitration, make settlement with insurers in accordance with directions of the arbitrators. If distribution
of insurance proceeds by arbitration is required, the arbitrators will direct such distribution.


AlA Document A201 TM- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                             42
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 074
User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 {5-19-06)                                                                          (986536188)
§ 11.5 PERFORMANCE BOND AND PAYMENT BOND
§ 11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of
the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically
required in the Contract Documents on the date of execution of the Contract.

§ 11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment
of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall permit a
copy to be made.

ARTICLE 12 UNCOVERING AND CORRECTION OF WORK
§ 12.1 UNCOVERING OF WORK
§ 12.1.1 If a portion of the Work is covered contrary to the Architect's reqaest or to requirements specifically
expressed in the Contract Documents, any written inspection schedule agreed to by Contractor, or as previously
requested in writing by Owner, it must, if required in writing by the Architect, Owner, be uncovered for the
Architect's Owner's examination and be replaced at the Contractor's expense without change in the Contract Time.

§ 12.1.2 If a portion of the Work has been covered which the Architect Owner has not specifically requested to
examine prior to its being covered, the Architect Owner may request to see such Work and it shall be uncovered by
the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement
shall, by appropriate Change Order, be at the Owner's expense. If such Work is not in accordance with the Contract
Documents, correction shall be at the Contractor's expense unless the condition was caused by the Owner or a
separate contractor in which event the Owner shall be responsible for payment of such costs.

§ 12.2 CORRECTION OF WORK
§ 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION
§ 12.2.1.1 The Contractor shall promptly correct Work rejected by the Architect or failing to conform to the
requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or
not fabricated, installed or completed. Costs of correcting such rejected Work, including additional testing and
inspections and compensation for the Architect's services and expenses made necessary thereby, shall be at the
Contractor's expense.

§ 12.2.2 AFTER SUBSTANTIAL COMPLETION
§ 12.2.2.1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of
Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties
established under Section 9.9.1, or by terms of an applicable special warranty required by the Contract Documents,
any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor
shall correct it promptly after receipt of written notice from the Owner to do so unless the Owner has previously
given the Contractor a written acceptance of such condition. The Owner shall give such notice promptly after
discovery of the condition. During the one-year period for correction of Work, if the Owner fails to notify the
Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights to require
correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct
nonconforming Work within a reasonable time during that period after receipt of notice from the Owner or
Architect, Owner, the Owner may correct it in accordance with Section 2.4.

§ 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first
performed after Substantial Completion by the period of time between Substantial Completion and the actual
performance of the Work.

§ 12.2.2.3 The one-year period for correction of Work shall not be extended by corrective Work performed by the
Contractor pursuant to this Section 12.2.

§ 12.2.3 The Contractor shall remove from the site portions of the Work which are not in accordance with the
requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner.

§ 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or
partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work
which is not in accordance with the requirements of the Contract Documents.
AlA Document A201 TM- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                             43
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 0001 82995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 075
User Notes: Clayco A201 - Koll- lntellicenter - Dallas v2 {5-19-06)                                                                         {9865361 88)
 § 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to
 other obligations which the Contractor might have under the Contract Documents. Establishment of the one-year
 period for correction of Work as described in Section 12.2.2 relates only to the specific obligation of the Contractor
 to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract
 Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish
 the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work.

 § 12.3 ACCEPTANCE OF NONCONFORMING WORK
 § 12.3.1 If the Owner prefers to accept Work which is not in accordance with the requirements of the Contract
 Documents, the Owner may do so instead of requiring its removal and correction, in which case the Contract Sum
 will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has
 been made.

 ARTICLE 13 MISCELLANEOUS PROVISIONS
 § 13.1 GOVERNING LAW
 § 13.1.1 The Contract shall be governed by the law of the place where the Project is located.

 § 13.2 SUCCESSORS AND ASSIGNS
 § 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal
 representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other
 party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided
 in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the
 other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain
 legally responsible for all obligations under the Contract. Notwithstanding the foregoing, Owner may assign the
 Contract Documents to Prudential or any entity controlled by Prudential.

§ 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an institutional lender providing
construction financing for the Project. In such event, the lender shall assume the Owner's rights and obligations
under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such
assignment. Contractor hereby subordinates any mechanics" and materialmen's liens or other claims or
encumbrances that may be brought by Contractor against any or all of the Work, the Land or the Project to any liens
granted in favor of Owner's lender(s), whether such lien in favor of Owner's lender(s) is created, attached or
perfected prior to or after any such liens, claims or encumbrances, and shall require by subcontract its
Subcontractors, and Sub-subcontractors to the extent required by Owner's lender(s), to similarly subordinate their
lien, claim and encumbrance rights. Contractor agrees to comply with reasonable request of Owner for supporting
documentation required by Owner's lender(s), including any necessary lien subordination agreements, affidavits or
other documents that may be required to demonstrate that Owner's property and premises are free from liens, claims
and encumbrances arising out of the furnishing of Work under the Contract. This subordination of lien is made in
consideration of and as an inducement to the execution and delivery of this agreement, and shall be applicable
despite any dispute between the parties hereto or any others, or any default by Owner under the Contract Documents
or otherwise. Owner's lenders may require periodic inspections and certifications by an inspector or inspecting
architect, and Contractor will make the Project available at all times for such inspections.

 § 13.3 WRITTEN NOTICE
 § 13.3.1 Written notice shall be deemed to have been duly served if delivered in person to the individual or a member
 of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by
 registered or certified mail to the last business address known to the party giving notice.

 § 13.4 RIGHTS AND REMEDIES
 § 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder
 shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available
 bylaw.

 § 13.4.2 No action or failure to act by the Owner, Architect or Contractor shall constitute a waiver of a right or duty
 afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a
 breach thereunder, except as may be specifically agreed in writing.
 AlA Document A201 TM- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and lnter,national Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                              44
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 076
 User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 (5-19-06}                                                                          (986536188)
 § 13.4.3 If any mediation or arbitration is commenced by either party hereunder to enforce the obligations of the
 other party, then (a) the identity of the prevailing party in any such proceeding shall be determined by the mediator
 or arbitrator (whichever is applicable), (b) such prevailing party shall be reimbursed by the nonprevailing party for
 all of the prevailing party's reasonable out-of-pocket expenses incurred in connection therewith, including without
 limitation reasonable attorneys' fees and (c) the mediator or arbitrator (whichever is applicable) shall be authorized
 to make an award of such expense in any such proceeding.

 § 13.5 TESTS AND INSPECTIONS
 § 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws,
 ordinances, rules, regulations or orders of public authorities having jurisdiction shall be made at an appropriate time.
 Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an
 independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall
 bear all related costs of tests, inspections and approvals. The Contractor shall give the A£Chitect Owner timely notice
 of when and where tests and inspections are to be made so that the Architect Owner may be present for such
 procedures. The Owner shall bear costs of tests, inspections or approvals which do not become requirements until
 after bids are received or negotiations concluded.

§ 13.5.2 If the Architect, Owner or public authorities having jurisdiction determine that portions of the Work require
 additional testing, inspection or approval not included under Section 13.5.1, the Architect will, upoR writtefl
 aalhorizatioR from the Ovmer, Owner will instruct the Contractor to make arrangements for such additional testing,
 inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the
 Architect Owner of when and where tests and inspections are to be made so that the Architect Owner may be present
 for such procedures. Such costs, except as provided in Section 13.5.3, shall be at the Owner's expense.

§ 13.5.3 If such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the
portions of the Work to comply with requirements established by the Contract Documents, all costs made necessary
by such failure including those of repeated procedures aRd compeRsatioR for the Architect's services aRd expeRses
shall be at the Contractor's expense.

§ 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract
 Documents, be secured by the Contractor and promptly delivered to the Architect. Owner.

§ 13.5.5 If the Architect Owner is to observe tests, inspections or approvals required by the Contract Documents, the
 Architect Owner will do so promptly and, where practicable, at the normal place of testing.

§ 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid
unreasonable delay in the Work.

§ 13.6 INTEREST
§ 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at
 such rate as the parties may agree upon in writing or, in the absence thereof, at the legal rate prevailing from time to
 time at the place where the Project is located.

§ 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD
§ 13.7.1 As between the Owner and Contractor:
          .1   Before Substantial Completion. As to acts or failures to act occurring prior to the relevant date of
                   Substantial Completion, any applicable statute of limitations shall commence to run and any alleged
                   cause of action shall be deemed to have accrued in any and all events not later than such date of
                   Substantial Completion;
            .2     Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act
                   occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the fmal
                   Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged
                   cause of action shall be deemed to have accrued in any and all events not later than the date e.f
                   issuaRce of Owner is required to make the fmal Certificate for PaymeRt; payment hereunder; and
            .3     After Final Certificate for Payment. As to acts or failures to act occurring after the rele¥8flt date e.f
                   issuaRce of the-final Certificate for Paymern, payment, any applicable statute of limitations shall
 AlA Document A201 TM- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized        45
 reproduction or distribution of this AlA® 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 document was produced by AlA software at14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 077
 User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 (5-19-06)                                                                          (986536188)
                   commence to run and any alleged cause of action shall be deemed to have accrued in any and all
                   events not later than the date of any act or failure to act by the Contractor pursuant to any Warranty
                   provided under Section 3.5, the date of any correction of the Work or failure to correct the Work by
                   the Contractor under Section 12.2, or the date of actual commission of any other act or failure to
                   perform any duty or obligation by the Contractor or Owner, whichever occurs last.

 ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT
 § 14.1 TERMINATION BY THE CONTRACTOR
 § 14.1.1 The Contractor may terminate the Contract if theW ork is stopped for a period of 30 consecutive days
 through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any
 other persons or entities performing portions of theW ork under direct or indirect contract with the Contractor, for
 any of the following reasons:
          .1     issuance of an order of a court or other public authority having jurisdiction which requires all Work to
                 be stopped;
          .2     an act of government, such as a declaration of national emergency which requires all Work to be
                 stopped;
          .3     because the Arehiteet Owner has not issued a Certifieate fer Paymefli payment and has not notified
                 the Contractor of the reason for withholding eertifieatisR payment as provided in Section 9.4.1, or
                 because the Owner has not made payment SR a Certifieate fer PaymeRt within the time stated in the
                 Contract Documents; or
          .4     the Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable
                 evidence as required by Section 2.2.1.

 § 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor,
 Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work
 under direct or indirect contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work
 by the Owner as described in Section 14.3 constitute in the aggregate more than 100 percent of the total number of
 days scheduled for completion, or 120 days in any 365-day period, whichever is less.

 § 14.1.3 If one of the reasons described in Section 14.1.1 or 14.1.2 exists, the Contractor may, upon se•;eR aays'
 written notice to the Ovmer aHa Arehiteet, Owner. terminate the Contract and recover from the Owner payment for
 Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and
 machinery, including reassRaele sverheaa, J3rsfit aHa aamages.Contractor's Fee based on the percentage set forth in
 Section 5. 1.2 of the Agreement on Work completed to date.

 § 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a
 Subcontractor or their agents or employees or any other persons performing portions of the Work under contract
 with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract
 Documents with respect to matters important to the progress of the Work, the Contractor may, upon seveR aElElitisRal
 Elays-C-written notice to the Ovmer aHa the A:Fehiteet, Owner, terminate the Contract and recover from the Owner as
 provided in Section 14.1.3.

 § 14.2 TERMINATION BY THE OWNER FOR CAUSE
 § 14.2.1 The Owner may terminate the Contract if the CsBtraetsr::
            .1     the Contractor persistently or repeatedly refuses or fails to supply enough properly skilled workers or
                   proper materials;
            .2     the Contractor fails to make payment to Subcontractors for materials or labor in accordance with the
                   respective agreements between the Contractor and the Subcontractors;
            .3     the Contractor persistently disregards laws, ordinances, or rules, regulations or orders of a public
                   authority having jurisdiction;
            .4     a mechanic's or materialmen's lien, stop notice or other encumbrance is filed or served by a
                   Subcontractor, Sub-subcontractor or any person or entity claiming by, through or under Contractor
                   against the Land or the Project or any funds due Contractor, or any part thereof, and the lien, stop
                   notice or encumbrance is not discharged, insured over, or bonded off within 45 days after filing or
                   service, or
            .4     otherwise is guilty of substantial breach of a provision of the Contract Documents.


 AlA Document A201™ -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the   46
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.
 User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
R.P. Appx. 078
            Without limiting the foregoing, Contractor shall be in default (a "Contractor Default") allowing Owner to
            terminate the Contract if Contractor fails to perform any obligation under the Contract Documents and does
            not correct such failure within five (5) working days following written notice thereof from Owner;
            provided, however, no Contractor Default shall occur if the matter is not subject to being cured within such
            five (5) day period, but Contractor has promptly begun the correction thereof and diligently proceeds to the
            correction thereof within thirty (30) working days. In the event of Contractor's Default, Owner may,
            without prejudice to any other rights or remedies Owner may have, hold in abeyance further payments to
            Contractor to the extent reasonably deemed necessary by Owner to correct any Contractor Default and/or
            terminate Contractor's right to continue performance of the Contract Documents by written notice to
            Contractor specifying the date of termination. In the event of such termination, Owner may take possession
            of the Work at the job site and any or all materials and equipment (whether delivered to the job site or on
            order therefore by Contractor), tools and construction equipment at the job site and finish theW ork by
            whatever method Owner may deem expedient.

            In the event of termination by Owner, Contractor shall, upon request by Owner, promptly advise it of all
            outstanding subcontracts, rental agreements and purchase orders which Contractor has with others
            pertaining to performance of the Project and furnish Owner with complete copies thereof. Upon request by
            Owner, Contractor shall assign to Owner, in form and content reasonably satisfactory to Owner,
            Contractor's title to materials and equipment for the Project and those subcontracts designated by Owner.

            In the event of termination by Owner, Contractor shall not be entitled to receive any further payment until
            the Project is completed. Upon completion and final acceptance of the Project, Owner will determine the
            total cost incurred in completing the Project including, without limitation, additional overhead, legal and
            other costs incurred by Owner to effect such termination and to complete the Project. If the total costs noted
            above exceed the balance of the Contract Sum unpaid at the time of the termination, Contractor shall,
            promptly after receipt of an invoice, pay to Owner the amount of such excess. Owner shall have the right
            and is authorized to set-off against and deduct from any excess payable to Contractor any other damages
            suffered by Owner due to said default or event giving rise to the termination or due to other defaults of
            Contractor in complying with the terms of the Contract Documents. Contractor shall continue to be fully
            liable for all such other damages to Owner. A waiver by Owner of one default by Contractor shall not be
            considered to be a waiver of any subsequent default by Contractor, nor be deemed to amend or modify the
            terms of the Contract Documents. Contractor expressly waives any formal notice by Owner of Contractor's
            failure to perform, or passive breach of, Contractor's express obligations under the Contract Documents.

            Contractor agrees that upon commencement of a case, receivership, civil action or other proceeding by or
            against Contractor under state, federal or other applicable insolvency law and if such case is not dismissed
            within thirty (30) days thereafter, or upon any general assignment by Contractor for the benefit of its
            creditors, Owner may, in its sole discretion, treat Contractor as in default and may exercise any of the
            remedies of this Section 14.2.1. In the event Owner's remedies are limited by the commencement by or
            against the Contractor of a case under any chapter of the United States Bankruptcy Code, Contractor
            stipulates, acknowledges and agrees that time is of the essence in determination of whether the Contract
            Documents should be "assumed" or "rejected," within the meaning of 11 U.S.C. § 365; and Contractor
            therefore further stipulates and agrees that subject only to calendaring constraints of the Bankruptcy Court
            having jurisdiction, it will take all necessary action to cause the assumption or rejection of the Contract
            Documents on or before the thirtieth day following the filing of the Petition commencing any such case. In
            such event, if Contractor seeks to "assume" the Contract Documents, Contractor expressly stipulates,
            acknowledges and agrees that "adequate assurance of future performance" within the meaning of 11 U.S.C.
            § 365 (b)(l)(C) means a determination that there is no foreseeable likelihood that there will be any further
            interruption of Contractor's performance under the Contract Documents following its assumption.

            In the event Owner determines, in its reasonable discretion, that Contractor has become insolvent or is in
            danger of becoming insolvent, then Owner is authorized, but not required, to make direct payment to
            Contractor's subcontractors with respect to any current or past-due invoices then outstanding.
            Alternatively, Owner may, in its sole discretion, require that agreements between Contractor and any such
            subcontractor be assigned to Owner, and Contractor hereby authorizes and consents to any such
            assignment. Owner shall be entitled to full credit against any obligations to Contractor for any payments
            made to any subcontractor under this Section, whether made pursuant to assigned subcontracts or
 AlA Document A201™ -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                              47
 maximum extent possible under the law. This document was produced by AlA software at14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 079
 User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 (5-19-06)                                                                          (986536188)
           otherwise. Title to any materials or equipment for which such direct payment is made shall pass directly
           from such subcontractor to Owner.

§ 14.2.2 When any of the above reasons exist, the Ovmer, upon certification by the Architect that Owner may, if
sufficient cause exists to justify such action, may-without prejudice to any other rights or remedies of the Owner and
after giving the Contractor and the Contractor's surety, if any, seven days' written notice, terminate employment of
the Contractor and may, subject to any prior rights of the surety:
          .1    take possession of the site and of all materials, equipment, tools, and construction equipment and
                machinery thereon owned by the Contractor;
          .2    accept assignment of subcontracts pursuant to Section 5.4; and
          .3    finish the Work by whatever reasonable method the Owner may deem expedient. Upon request of the
                Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by
                the Owner in finishing the Work.

§ 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2.1, the Contractor shall
not be entitled to receive further payment until the Work is fmished.

§ 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for
the t\rchitect's services and expenses made necessary thereby, and other damages incurred by the Owner and not
expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance,
the Contractor shall pay the difference to the Owner. The amount to be paid to the Contractor or Ovmer, as the case
may be, shall be certified by the Architect, upon application, and this This obligation for payment shall survive
termination of the Contract. Contract Documents.

§ 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE
§ 14.3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in
whole or in part for such period of time as the Owner may determine. Upon receiving any such notice of suspension,
Contractor shall promptly suspend further performance of the Project to the extent specified, and during the period
of such suspension shall properly care for and protect all Work in progress and materials, supplies, and equipment
Contractor has on hand for performance of the Project. Upon the request of Owner, Contractor shall promptly
deliver to Owner copies of outstanding subcontracts of Contractor, and shall take such action relative to such
subcontracts as may reasonably be directed by Owner. Contractor shall use its best efforts to utilize its material,
labor and equipment in such a manner as to mitigate costs associated with suspension. Owner may at any time
withdraw the suspension of performance of the Project as to all or part of the suspended Project by written notice to
Contractor specifying the effective date and scope of withdrawal, and Contractor shall resume diligent performance
of the Project for which the suspension is withdrawn on the specified effective date of withdrawal.

§ 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by
suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include
profit. No adjustment shall be made to the extent:
         .1    that performance is, was or would have been so suspended, delayed or interrupted by another cause
               for which the Contractor is responsible; or
         .2    that an equitable adjustment is made or denied under another provision of the Contract.

§ 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
§ 14.4.1 The Owner may, at any time, terminate the Contract for the Owner's convenience and without cause.

§ 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner's convenience, the
Contractor shall:
        .1    cease operations as directed by the Owner in the notice;
        .2    take actions necessary, or that the Owner may direct, for the protection and preservation of the Work;
              and
        .3    except for Work directed to be performed prior to the effective date of termination stated in the
              notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts
               and purchase orders.



AlA Document A201 TM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                             48
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not for resale.

R.P. Appx. 080
User Notes: Clayco A201 - Koll- lntellicenter- Dallas v2 (5-19-06}                                                                          {986536188}
            Upon receipt of said notice, Contractor shall advise Owner of its outstanding subcontracts pertaining to
            performance of the terminated Work and, upon request, furnish Owner with complete copies. Contractor
            shall place no further subcontracts except as may be necessary for completion of such portion of the Project
            as is not terminated. Contractor shall promptly make everv reasonable effort to procure cancellation, upon
            terms satisfactory to Owner, of all subcontracts to the extent they relate to the performance of Work
            terminated or, as directed by Owner, shall assign to Owner in form satisfactory to Owner such of its
            subcontracts as are designated by Owner, or shall take such other action relative to such subcontracts as
            may be directed by Owner.

 § 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment
 for Work executed, and costs incurred by reason of such termination, along with reasonable overhead and profit
 Contractor's Fee based on the percentage set forth in Section 5.1.2 of the Agreement for Work completed to date.
 Contractor shall not e*ecuted.be entitled to any prospective profits or any damages from any termination, suspension
 or otherwise, whether caused by Owner's fault, negligence or otherwise.




 AlA Document A201 TM- 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
 Institute of Architects. All rights reserved. WARNING: This AlA® Document is protected by U.S. Copyright Law and International Treaties. Unauthorized
 reproduction or distribution of this AlA® Document, or any portion of it, may result in severe civil and criminal penalties, and will be prosecuted to the
                                                                                                                                                              49
 maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
 expires on 7/23/2006, and is not for resale.

R.P. Appx. 081
 User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                         (986536188)
 Cerlification of Document's Authenticity
AJA® Document 0401™- 2003

I, , hereby certify, to the best of my knowledge, information and belief, that I created the attached final document
simultaneously with this certification at 14:42:43 on 05/19/2006 under Order No. 1000182995_1 from AlA Contract
Documents software and that in preparing the attached final document I made no changes to the original text of
AlA® Document A20 1™- 1997 - General Conditions of the Contract for Construction, as published by the AlA in
its software, other than changes shown in the attached final document by underscoring added text and striking over
deleted text.




(Signed)




(Title)




(Dated)




AlA Document 0401 TM- 2003. Copyright© 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AlA® Document
is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA® 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 Jaw. This document was produced by
                                                                                                                                                        1
AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_1 which expires on 7/23/2006, and is not for resale.
User Notes: Clayco A201 - Koll - lntellicenter- Dallas v2 (5-19-06)                                                                    (986536188)

R.P. Appx. 082
R.P. Appx. 083
R.P. Appx. 084
R.P. Appx. 085
R.P. Appx. 086
                             OUTLINE SPECIFICATIONS
               211, 637 SQUARE FOOT SPECULATIVE OFFICE BUILDING
                             INTELLICENTER- DALLAS
                                       for
                              KOLLDEVELOPMENTCO~ANY
                                          February 20, 2006

                          DIVISION 1 -GENERAL REQUIREMENTS

 Section IA- Summary of Work

 The project titled Intellicenter- Dallas for Koll Development is a proposed shell office building
 development located in Irving, Texas.

 The project consists of (1), 4-story, building, totaling 211,637 gross square feet with parking as
 shown on the Glenn Engineering plans.

 The exterior surface of the building is to be load bearing, tilt-up concrete, architectural wall
 panels, aluminum clad punched windows, with insulated tinted glass system and aluminum
 curtainwall glass system with insulated tinted glass units.

 It is the goal of Koll Development to achieve basic LEED certification for Core & Shell (24
 points). Refer to the attached Preliminary Project Checklist dated 8/9/05. The GMP includes the
 direct design and construction related costs associated with these items. Our GMP does not
 include the costs for the following LEED credits:

        Energy & Atmosphere - Credit 3 - Additional Commissioning
        Energy & Atmosphere - Credit 5 - Measurement & Verification
        Materials & Resources - Prereq. I - Storage & Collection of Recyclables
        Innovation in Design & Process - Credit 2 - LEED Accredited Professional

 Our GMP also excludes any costs associated with the LEED certification and associated
 Commissioning of the building systems.

 Section IB - General Conditions

 The Developer is Koll Development Company and shall provide the following items for the use
 of the Design/Builder (Clayco):

     1. Phase I environmental report.

     2. Soil Investigation and report; on-site materials testing and inspections.

     3. Entry road and utilities to the site.

    4. Topographical and boundary survey.

 The Design/Builder (Clayco) shall include the following items as required for the execution
 and/or completion of the Work. PLEASE NOTE: This listing is not to be considered all
 inclusive nor complete, but merely as a guide for the major items to be included under this
 Division.
                                                   1
R.P. Appx. 087
 Section lB - General Conditions- continued

 1.     Civil engineering will meet the design/build requirements and will be provided by the
        design/build contractor.

 2.    Architectural and structural engineering, construction documents and specifications; the
       engineering documents shall include the plumbing, mechanical, electrical and fire
       protection work as these items are being completed by engineering consultants.

        The design/builder shall cause the preparation and design of all construction drawings and
        specifications and incorporates the intent of the scope drawings and construction guidelines
        utilizing a licensed, registered, insured architect and engineer for all design and structural
        components of the building. The design/builder will cause the design to comply with all
        applicable local, state and national codes and all design requirements for obtaining the
        necessary permits. The design/builder will include any specialized design or consulting
        services needed.

        Provide all shop drawings, cut sheets, samples, submittals and other required items for
        Owner's review. Simultaneously both design/builder and design professionals are to
        review and approve all shop drawings and submittals.

        In addition to all other insurance requirements of design/builder set forth in these general
        conditions, or the general conditions attached to the AlA Contract Agreement, the
        design/builder shall require its architect and all other professional subcontractors to obtain
        and maintain professional errors and omission coverage in connection with such
        subcontractors work. Professional errors and omissions insurance shall be endorsed to
        provide contractual liability coverage. Such coverage for the architect and any other
        professional subcontractor shall be in amounts not less than $2,000,000 each. Certified
        copies of the policies evidencing such coverage shall be furnished at the same time as the
        other evidence of insurance required under this agreement.

 3.     Temporary utilities- water, telephone, power and portable toilet facilities shall be
        provided by the Design/Builder (Clayco) of sufficient capacity and at the locations
        required for their work. Pay for all costs to establish service and usage until the issuance
        of substantial completion notice.

 4.    Supervision- Any and all Design/Builder (Clayco) project site and office supervision
       required for The Work shall be included, including a full-time qualified field
       superintendent.

        A part-time Project Manager will be provided to coordinate both design and construction
        and to serve as liaison between the design team, Owner's representatives, and the field
        superintendent. The cost of this project manager is included.

 5.     A progress schedule will be a part of the contract and the schedule will be updated and
        delivered to the Owner's representatives not less than monthly.

        Direct project progress meetings at the jobsite. The Owner's representatives will be
        invited as well as the Owner project manager, all subcontractors and key equipment and
        material suppliers.


                                                  2
R.P. Appx. 088
 Section 1B- General Conditions- continued

       There will be written minutes of the meetings and distributed copies to all parties
       concerned within three days following the meeting.

 6.    Provide progress photographs. Submit no less than 5 slides of the work in progress with
       each application for payment to document percent complete.

 7.    Submit payment requests monthly using AlA G702 format and G703 schedule of values.
       Confirm billing procedures with the Owner's representatives.

 8.    The Design/Builder (Clayco) will submit all claims for changes to the Owner's
       representative for approval, including the add or credit cost of the change and the affect
       on contract completion date. No change order work will be started prior to Owner's
       approval.

 9.    Security- Provide and maintain job site security, as required to secure the project during
       construction term.

 10.   Insurance Coverage - Provide a cei;tificate of insurance issued to the Owner evidencing
       insurance coverage as follows:

       Workmen's Compensation                                       $1,000,000
       General Liability including Contractual Liability            $1,000,000
       Comprehensive Auto                                           $1,000,000
       Builder's Risk Insurance- Included
       Provide $25,000,000.00 umbrella coverage.

 11.   Surveys and Lay-Out - Owner shall provide a monumented boundary survey of the
       parceL The Design/Builder (Clayco) shall perform all work required for the lay-out of
       The Work including line and grade surveying.

 12.   Coordination of testing and inspection reports and recommendations with actual
       construction methods.

 13.   Materials and Workmanship- Materials used in The Work will conform to the latest
       Standard Specification of the American Society for Testing Materials, The American
       Concrete Institute, The American Institute of Steel Construction, American Welding
       Society, American Society of Mechanical Engineers, National Electric Code, N.E.M.A.,
       American Institute of Electrical Engineers and the rules and regulations of the National
       Board ofFire Underwriters.

       The workmanship will be consistent with the best practice of the various building trades
       and will conform to the standards of good construction for this class of work.

       Where a product is specified by a trade name, a product of equal performance maybe
       substituted only with the prior approval of the Owner and Architect or Engineer of
       record.




                                                3
R.P. Appx. 089
 Section 1B - General Conditions -continued

 14.   Color Selections- Owner and/or Architect will provide a finish color schedule of the
       exposed surfaces of The Work in a timely manner for the Design/Builder (Clayco)'s use
       in coordinating building shell.

 15.   Temporary Heat, Water and Power- Heat, water and power will be provided as required
       for construction. The permanent heating, cooling and electrical system will be utilize
       as required for construction use; thus the warranty for the equipment may start prior to
       the building substantial completion. The Builder has included the cost of operating the
       systems until Substantial Completion has been achieved.

 16.   Guarantees- Upon notice from the Owner, the Design/Builder (Clayco) will remedy any
       defects due to defective workmanship or materials which will appear within a period of
       one year from the date of Substantial Completion of The Work.

 17.   The following items are included in the General Conditions/General Requirements for
       the Design/Builder (Clayco):

        a.   office supplies, postage, telephone, shop drawing blueprints, reproduction costs,
             progress photographs, computer and EDP expenses, fust-aid supplies, insurance
             and other such miscellaneous expenses.


        b.   Project staff including salaries and benefits for Project Executive, Project
             Superintendent, Engineers, Accountants, Assistants, Estimators, Purchasing,
             Secretaries and Clerks.

        c.   Tools and supplies including hand tools and construction equipment having an
             individual new value of less than $200 and consumable items which are used in
             the construction operation such as chalk, kerosene, brooms, brushes, etc ...

        d.   Job office including rental of trailers, temporary buildings or office space for
             project staff. Also include interior modification and mechanical/electrical work as
             required to said job offices.

        e.   Plant, vehicles and repairs such as purchase of rental charges for plant owned by
             Design/Builder (Clayco) or outside parties. Items include transits and levels,
             rental or purchase of job vehicles and repairs and maintenance of plant and
             vehicles used specifically on this project.

       f.    Temporary buildings, barricades and installations including labor, lumber,
             millwork, and other building materials used in the construction of tool sheds and
             other temporary structures with the exception of the job office which is included
             above.

        g.   We have included the cost of the Building Permit.




                                               4
R.P. Appx. 090
 Section lB- General Conditions- continued

 18.     Project close out requirements will be provided as follows:

         a.    Record drawings plans which will be maintained in the field trailer of all field
               changes on the contract drawings and at the conclusion of the project a set of
               reproducible stamped "Record Drawing" including field changes will be turned
               over to the Owner. All As-built drawings will be provided to owner via CD-ROM.

         b.    Provide (3) sets of operating and maintenance manuals to the Owner.

         c.    Provide operating instructions to the Owner's representatives. Walk the Owner's
               designate through all systems and demonstrate the proper sequence of starting,
               normal operation and adjustments and shut-down. Include physical verification
               that all safeties work properly.

         d.    Provide job clean up during the project and final clean up. Clean and wash
               windows, remove all debris inside and out and leave the entire building "broom
               clean".

 19.    The Design/Build Contractor's site office must include the following:

         a     A furnished conference area with seating for a minimum of 12 persons.

         b.    One furnished office for use by the architect, engineer or O>.•mer.

         c.    Telephone and DSL quality Internet services for the offices. One additional S6flarate
               telephone line in a location of the Owner's ohoioe for sepa!ate faK HSe by the
               Owner/l\rehitect/ Engineer. (Fax machine furnished by Owner, if available at site).

         d.    Copier capable of 11xl7 format and onsite drawing plotter capable of 36" paper
               width format for shared use by Design/Build Contractor, Owner and Owner's
               consultants.

                                   DIVISION 2 - SITE WORK

 Section 2A - Subsurface Investigation

 Subsurface Investigation will be completed by Koll Development.

 All on site inspections and monitoring the excavation will be paid for by Koll Development.
 Every site location will involve different soil characteristics that will affect the earthwork,
 paving and foundation design.

 Section 2B - Site Preparation

 Site preparation and clearing shall be provided to remove vegetation, trees and/or shrubs in the
 new construction areas unless noted to be reused or salvaged.




                                                   5
R.P. Appx. 091
 Section 2C - Earthwork

 All earthwork shall be performed per the recommendations of the geotechnical design report.

 Provide mass grading of entire site including all cut and fill required. The existing pile and any
 excess material from the cut to fill operation will be hauled off by Koll. Excess topsoil and
 vegetation will be strategically stockpiled for future placement in landscape berms.

 Excavation to subgrade elevations for all interior footings and slabs on grade. General and
 rough grading of the site to achieve the proposed subgrades.

 Finish grading of areas around the buildings, paving and sidewalks to achieve proper drainage
 and uniform surfaces; finish grading for the building area and site to a 0.1 foot (±) tolerance.

 Finish planting areas will be finish graded for planting by landscaping contractor as part of the
 work. All planting and sod areas shall have a minimum of 4" topsoil. Topsoil work will be
 completed if necessary out of landscape budget.

 Design/builder shall protect and maintain any and all existing utilities, drives and parking areas
 which are to remain in service and are adjacent to the work during the course of construction
 activities.

 Section 2D - Storm Sewers and Utilities

 Underground storm-sewer system will be installed to collect surface storm water run-off
 throughout the site and drain to adjacent off site system.

 Provide all water service for domestic use and fire protection with new hydrants, as required.

 Provide underground service for electric and telephone. TXU fees for electric service will be
 paid by Koll.

 The gas service is by Koll Development.

 All utility work will be limited to work on site and as indicated on the civil documents. The
 sanitary sewer and water utility work are to service building tie roof drains into storm sewer
 system.

 Section 2E - Paving and Surfacing

 The work includes concrete paving and curbs as shown on the Civil drawings including entry
 and island work along Regent Boulevard.

 Provide curb cuts for entrances as shown.

 Pavement markings to be white two coat paint system.

 Provide concrete pad at loading dock and dumpster pad. Provide concrete pad for transformer.

 Provide $25,000 budget allowance for exterior hardscape; this includes fountains, artwork, brick
 pavers, signage and furniture at the entrance locations. The base bid includes concrete sidewalks
 @ the 2 entrances.
                                                  6
R.P. Appx. 092
 Section 2F - Irrigation System

 A landscape irrigation system design and installation will be provided as an allowance of
 $75,000.

 Section 2G - Landscaping

 An allowance of$225,000 has been provided for landscaping.


                                   DIVISION 3 - CONCRETE

 Section 3A- Cast-In-Place Concrete

 Reinforced-concrete at foundations based on 3500psi compressive strength at 28 days.

 Provide all concrete work in accordance with the structural drawings.

 Concrete sidewalks in locations and width as indicated on the site plan, standard-broom finish
 on a 60'' square pattern, 4" concrete minimum 4000psi and rebar and granular base if required
 by code.

 Reinforced concrete drilled piers with bearing capacities as recommended by the structural
 engineer.

 First, Second, 1bird and Fourth floor concrete structural slabs over 2" metal decking and beams
 with mesh reinforcing and 4000psi concrete (3" thick). Concrete to be steel troweled to a
 smooth finish within normal tolerances.

 Provide six (3) sets of pan stairs; regular weight concrete at treads and landings.

 Provide non-shrink, non-metallic grout as required for all column base plates.

 Provide foundation pits and slab at elevator construction. (Three (3) elevators included).


 Section 3B- Tilt-Up Concrete Panels

 All concrete panels will be completed as site cast, reinforced, architectural concrete panels. All
 Tilt-Up panels will be designed and constructed with the most up-to-date quality assurance
 programs available through the Tilt-Up Concrete Association, Concrete Specification Institute,
 Concrete Council, and Clayco Construction Company's own high standards. An alternate will
 be provided to have 15' wide panels instead of 30' wide. The window configuration at the top
 level will need to change if the 15' wide panel option is pursued.

 The system will be detailed in conjunction with all aluminum window and curtain wall systems
 to provide wholly integrated exterior building cladding system.

 A tilt-up screen wall will be provided for the truck dock area




                                                  7
R.P. Appx. 093
                                       DIVISION 5- METALS

 Section SA - Structural Metal Framing

 Structural steel shall comply with ASTM A-36 and A572, GD50 as noted on drawings and
 structural steel framing shall be provided to include the following:

 Elevated floor slabs are designed for lOOlb. live load, with Code allowance reductions.

 Structural steel column and beam system to support the floor and roof structures. All shapes
 will be installed.

 Steel framing supports for the metal screen wall.

 Miscellaneous structural steel as required for new construction.

 Steel channel framing as required for floor and roof blockouts.

 Section SB -Metal Joist and Metal Decking

 Structural steel beams for 151, 2nd ,3rd and 4th floors and bar joist at roof deck. All joists shall be
 designed and installed per SJI specifications.

 Steel roof decking to support roofing system per SDI Standard No. 1 with factory primer. 1 W'
 metal decking to be 22 gauge painted. Roof deck and joist shall be sloped to provide 1/4" per
 foot slope for positive roof drainage.

 2" x 19 gage galvanized steel decking to support concrete slab at the first, second, third and
 fourth floors.

 Section 5C - Metal Support System
 All interior partitions shall contain standard metal studs on 16" centers, size and gauge as
 required unless otherwise noted.
 Columns, chases and soffits shall be furred with metal studs, furr ceilings where indicated to be
 drywalled (fired rated where required).

 All lintels, 6" pipe bollards (concrete filled), steel tube and hand rails and miscellaneous other
 steel as shown on architectural and structural drawings.

 Mechanical equipment supports, as required.

 Include Morins X-12 type horizontal prefinished panel system for mechanical screen and
 vertical entry element at all entries. Include metal stud framing as required.

 Section 5D- Metal Fabrication

 Steel angle dock nosing (embedded in concrete at the outer edge of dock).

 Stair system with steel pan treads and landings with concrete fill.




                                                    8
R.P. Appx. 094
 Section SD - Metal Fabrication - continued

 Include Alucobond metal panel system at vertical features and roof parapet condition per the
 drawings.

 Include sunscreens at 3 levels near both entries and building ends.

 Metal access ships ladder to roof hatch at one stair location.

 Elevator divider beams and sill support angle.


                             DIVISION 6 ~WOODS AND PLASTICS

 Section 6A - Rough and Finish Carpentry

 Wood blocking, nailers, grounds blocking at parapet walls, furring and framing with standard
 construction grade #2 yellow pine or Douglas for lumber required to complete all new
 construction, (fire treated as required by Code).

 Each electric closet will have one wall with plywood mounted to it for installation of telephone
 equipment. Telephone equipment by others.

 Solid surface lavatory tops for the restroom lavatories for one core at each floor for a total of
 eight (8) restrooms.

  One full length wood shelf only a janitor's storage closets. Shelf constructed of A WI custom
 grade plywood and exposed edge receiving a hardwood edge.

 Installation of all toilet accessories in restroom lavatories.

 Window sills shall be 1116" general purpose plastic laminate on 3/4" APA high density overlay
 plywood. At curtain wall, provide metal sills.

                 DIVISION 7- THERMAL AND MOISTURE PROTECTION

 Section 7A- Insulation and Fireproofing
 3-1/2" (R-13) fiberglass with foil faced vapor barrier to above ceilings.

 1" rigid insulation board on exterior walls at spandrel glass, otherwise, batt insulation will be
 used at exterior walls.

 2" rigid polystyrene insulation board on foundation perimeter walls below floor slab.

 Provide fue rated assembly by use of drywall or spray on ftreproofmg at beams extending from
 the rated stairwells to the fust adjoining structural member in accordance with applicable codes.

 Provide floor to floor fireproofing as required for all penetrations.

 Include fireproofing main beam supports as required for all stairwells.

 Section 7A- Insulation and Fireproofing (Cont)
                                                    9
R.P. Appx. 095
 Include vapor barrier type insulation above ceiling areas; seal all joints carefully, especially at
 perimeter condition at 4th floor attic space.

 Section 7B - Roofmg

 Roofing shall be 45 MIL mechanically attached TPO polymer based roof system with R value of
 20 (meet the energy code in each area).

 Roof area to be drained by interior roof drains located along the exterior wall.

 10 year warranty (material and labor) provided by the manufacturer after his inspection of the
 roof.

 Section 7C - Flashing and Sheet Metal

 Flashing and sheet metal as required for the roof parapet walls.

 Paint-grip, galvanized sheet metal installed at locations requiring flashing, counterflashing and
 roof drain pockets unless otherwise noted on drawings.

 Prefinished and pre-formed aluminum coping at parapets as required, unless otherwise noted on
 drawings.

 Section 7D - Roof Accessories

 Roof hatch and ships ladder installed for access to roof.

 Section 7E - Caulking

 Caulking at required joints and intersections to two different materials. Exterior joints shall use
 two component polyurethane based sealing compounds, Tremco Dymeric or equal. Interior
 joints and under thresholds shall be architectural grade caulking compounds, Sorrebom Kaukit,
 or equal. Provide closed cell backer rod as required, material shall be round rod.

                            DIVISION 8 -DOORS AND WINDOWS

 Section 8A - Metal Doors and Frames

 Hollow metal doors and frames as shown on drawings will be primed and coated with 2 coats of
 gloss enamel paint. All hollow metal frames will be welded at seams. All doors shall be 18
 gauge, 1-3/4" thick with finish faces, exterior door shall be insulated.

 Aluminum frames at passages to restrooms and building maintenance rooms and stairways.

 Hollow metal doors at passages to mechanical equipment to be fire-rated as required.

 One (1) 8'x9' manual overhead door at loading dock. The compactor opening will be provided
 by Clayco; the door to the compactor (if necessary) will be provided by the compactor vendor.

 Hollow metal frames at pump rooms and building electrical room.

                                                  10
R.P. Appx. 096
  Section 8B - Wood Doors

 Any wood doors used by tenant shall meet or exceed the following specification:

  Wood doors at all passages throughout interior unless otherwise noted doors to be 1-3/4" thick,
  solid core, mahogany veneer doors to be fire-rated as required. Doors to be 3 '-0" x 8 '-0" (H) in
  aluminum metal frames.

  Section 8C - Glass and Glazing

 Furnish and install an insulated store front window system at building off-sets. Clear anodized
 aluminum finish per the architectural drawings, glazed with insulated glass units per the
 architectural drawings. Glass to be clear system with low E similar to the Atlanta project.

 Aluminum clad insulated punched window system by Vistawall (basis of design) or equal.

 Mirror glass in all bathrooms, glass to be 1/4" thick.

 Provide glass feature wall at main stairwell (all levels).

 Provide two (2) double glass door vestibules at 1 entry.

 Provide revolving door and two (2) single glass doors at main entry.

 Section 8D - Hardware

 Hardware shall include the following and will meet all ADA requirements.

 EXTERIOR DOOR HARDWARE:
      1-1/2 pair hinges
      1 door stop
      1 exit device
      1 hydraulic closure
      1 cylinder lock
      1 weather strip and gasketing
      1 sill sweep
      1 strike lock shield
      1 threshold
      Code required panic hardware (where required).

 INTERIOR DOOR HARDWARE:
      1-1 /2 pair hinges
      silencers
      1 latch set (Mortise)
      1 door stop
      Toilet room doors shall also have push/pull plates, kick plates and closers
      All hardware will be satin chrome
      All tenant supplied material must meet this specification.




                                                   11
R.P. Appx. 097
                                      DIVISION 9 - FINISHES

 Section 9A - Gypsum Drywall

 All columns to have metal studs installed with drywall installation as part of the TI work.

 Partitions and furring shall be fire-rated with 5/8" Type "X" gypsum board where required.

 Moisture-resistant gypsum board shall be used in toilet rooms, janitor closets and pump room
 exterior soffits, unless otherwise noted.

 Partitions at toilet rooms, mechanical and electrical rooms shall be full height and sound
 deadened with sound batt insulation. Bathroom ceilings to be drywall.

 Stairwells and elevator shaft enclosures shall consist of gypsum 2 hour construction at all levels.

 Exterior wall framing shall receive 3-5/8" stud framing with insulation and vapor barrier to
 allow for voice, data and electrical work in the future.

 Main lobby will include architectural grade drywall, coffered ceiling & metal pan ceiling. The
 elevator lobby on 2nd, 3rd and 4th floor will also receive a drywall ceiling.

 Include exterior framing as required for Alucobond supports at parapet elements and upright
 locations.

 Section 9B - Ceramic and Granite Tile

 Provide ceramic tile per drawings at the floor and wet walls (full height) in all public toilet
 areas.

 Provide epoxy terrazzo in the entire main lobby area with tile base.

 Provide porcelain tile boarder with cove base at 2nd, 3rd and 4th floor elevator lobbies.

 Section 9C - Acoustical Ceiling

 Upgraded 2x2 White aluminum grid for acoustical ceiling furnished and installed at decorative
 soffit areas. No TI ceiling grid or pads are included.

 Section 9D - Carpeting and Flooring

 Carpet in the tenant finish area shall be furnished and installed under the tenant finish contract.

 Provide carpet inset at 2nd, 3rd and 4th floor elevator lobby areas.

 Main stairwell to be upgraded with carpet. The 2 secondary stairs will have exposed concrete
 treads with painted stair stringers and drywall partitions.

 Include heavy duty traffic rated sheet vinyl at lower level corridor areas.


 Section 9E - Painting
                                                    12
R.P. Appx. 098
 The exterior of the building will be acid etched and include a one coat MODAC paint system on
 all surfaces.

 Drywall ceilings and walls to receive two coats of paint.

 All exterior sheet metal to receive two coats of paint.

 All hollow metal doors and frames to receive two coats of paint.

 All exposed miscellaneous metal to receive two coats of paint.

 Painting will be provided in the stairways. Two secondary stairwells will have exposed concrete
 treads with exposed stringers and one stairway to be completely finished with drywall and
 carpet.

                                   DIVISION 10 - SPECIAL TIES

 Section 1OA - Identifying Devices

 All interior signage and directories will be provided by Koll Development.

 Exterior signage will be provided by Koll Development. Include conduit and junction box for a
 building mounted sign and one conduit and junction box for an entry monument sign.

 Section lOB - Partitions at Restrooms

 Full height gypsum board with louvered wood doors and wood frames.

 Section 10C- Toilet and Bath Accessories

 (2) grab bars per handicap toilet stall.

 (1) toilet tissue holder per toilet stall to hold two rolls of paper.

 (1) paper towel dispenser/disposal per toilet rooms.

 (1) sanitary napkin dispenser per ladies room.

 (1) sanitary napkin disposal at each stall (ladies only).

 lavatory top soap dispensers at each lavatory, per toilet room.

 Section 1OD- Dock Equipment

 Provide dock bumpers and dock edge angle at indicated areas on architectural drawings.

 Include one (1) 35,000 pound mechanical dock leveler (6'x7').



 Section 1OE - Fire Extinguisher Equipment
                                                     13
R.P. Appx. 099
 Provide Code required quantity of stainless steel semi-recessed fire extinguisher cabinets for the
 base building.

 Section 1OF - Access Flooring

 Under the shell budget, the access :flooring will be stockpiled on the floor. The access :flooring
 locations include all areas in the building besides the following: bathrooms, stairwells, dock
 areas, elevator lobby at upper levels, and complete 1st :floor lobby areas from both main entries
 across the building.
 Base Area -Provide 14" high raised access :floor system at 15\ 2nd, 3rd and 4th floor levels to receive
 carpet tiles. Support system to be bolted pedestals. Tiles are concrete filled bare metal type with
 point load capacity of 1,000 lbs. No grounding is provided. An alternate has been provided to
 utilize 1,250lb for all access :floors including laminate tile locations.

 Electric Rooms - Provide 14" high raised access :floor system with top finish of high-pressure
 laminate with integral trim. Support System to be pedestals. Tiles are concrete filled metal type
 with point load capacity of 1250 lbs. No grounding is provided. Material manufacturer is Tate
 Access Floors or equal.

 Four panel lifters are included. Two emergency panel lifter wall plates are included.

                                  DIVISION 12 -FURNISHINGS

 Section 12A - Horizontal Blinds

 Blinds will be included at all exterior glass punched window systems. Blinds to be 1" horizontal
 mini-blinds equal to Bali or Levelor in a manufacturer.


 Section 12B - Floor Mats and Frames

 Provide one piece polypropylene mats with anodized aluminum frames at two (2) entry
 vestibules.

                            DIVISION 14- CONVEYING SYSTEMS

 Section 14A- Hydraulic Elevators

 Provide one (1) freight elevator with a 4,500# capacity. Interior cab shall be 5' -8" x 7' -1 0" x
 9' -0" high.

 Provide two (2) passenger elevator with a 3,500# capacity. Interior cab shall be 4' -9" x 6' -8" x
 7' -4" high.

 Freight elevator will include 1/2" thick damage control pads.

 Passenger elevators will be center opening. Freight elevator will be side sliding.

 Elevators will operate at 150 f.p.m. and operate on 208V, 3-phase, 60 hertz. Passenger elevator
 will have a 40hp motor. The freight elevator will have a 60hp motor.
 Section 14A- Hydraulic Elevators (cont)
                                                   14
R.P. Appx. 100
 Provide duplex micro-processor control.

 Signals will be standard stainless steel finish, digital car position indicators with illuminated car
 and hall buttons.

 In-car lantern with gong and floor passing signals.

 Constant features will be a Lambda II infrared, multi-beam door reversal device with remote
 elevator monitoring REM ready, fire fighter service Phase I and Phase II and handicap and
 Braille markings.

                                 DIVISION 15 -MECHANICAL

 Section 15A- Fire Sprinkler System

 The contractor shall provide an engineered site five (5) protection layout for installation by
 others.

 This building is classified as a Light Hazard occupancy. The combination sprinkler and
 standpipe system shall be hydraulically designed to deliver a density of 0.10 gpm. over the most
 remote 1,500 sq. ft. with hose stream allowance per local requirements. Any Ordinary Hazard
 Group I areas will be hydraulically designed for a density of 0.15 gpm. over the most remote
 1,500 sq. ft. with 250 gpm for hose stream allowance per local requirements. The minimum
 flow rate for hydraulically most remote standpipe shall be 500 gpm. and 250 gpm. for each
 additional standpipe, with the total not to exceed 1,250 g. p.m. 100 psi at the top of the standpipe
 is required. Interconnect each standpipe at the lowest floor level. Provide control valve at the
 base of each standpipe. Provide roof manifold at required areas per UBC and IFC.

 Include pump system if required by code incoming flow/pressure to meet building performance
 requirements. Contractor shall provide fue flow test on nearest available water supply.

 Contractor to provide incoming service back:flow preventer of the type required by local
 authorities.

 Fire protection work starts at the flanged lead-in connection inside of the building.

 Provide 1" outlets on branchline piping with 1" sprigs and upright brass sprinkler heads to
 protect the building shell areas. Upon tenant finish, upright sprinklers will be removed and
 replaced with pendent sprinklers per tenant requirements. In finished shell and core areas
 provide concealed heads located to work a pattern in the room.

 The Fire Protection Contractor shall provide sprinkler head layout, hydraulic calculations, final
 fue pump and jockey pump selection based on hydraulic calculations, pipe routing with sizes
 and elevations as required by N.F.P.A. (latest edition) and insurance carrier.

 All work shall comply with the fue protection requirements and codes of the City Building
 Department, the State and Local Fire Marshal and N.F.P.A. National Fire Codes.


 Section 15A- Fire Sprinkler System (cant)
                                                  15
R.P. Appx. 101
 The Contractor shall submit shop drawings (including device/equipment product data
 submittals) and hydraulic calculations to the municipality having jurisdiction and the
 Architect/Engineer prior to commencement of project and purchase of materials. Contractor
 shall submit as-built drawings and maintenance manuals as directed by the Architect/Engineer.


 The Fire Protection Contractor shall coordinate his work with that of all other trades.

 The Fire Protection Contractor shall guarantee all labor and materials for the period of one year
 from the date of completion.

 Fire protection sprinkler piping shall be either Schedule 40 black steel pipe with screwed fittings
 or Schedule 10 black steel pipe with grooved fittings.

 Sprinkler heads shall be UL listed and FM approved and shall be quick response rated at 155
 deg. F (or temp required for location).

 Contractor shall provide and install each of the following devices and pieces of equipment:

 1)    Fire department connection. (Polished chrome)
 2)    Fire hose connections and caps at each stair landing.
 3)    Floor control valves at each floor with drain visor.
 4)    Inspector's test connection for each zone.
 5)    Spare sprinkler cabinet with heads and wrench

 Contractor shall provide sprinklers of the type installed for the use as spares to the building
 Owner. The number of sprinklers shall be as required by code. Contractor shall provide
 sprinkler wrench for each type of sprinkler supplied. Spare sprinkler cabinet shall be located
 next to the fire pump.
 The Fire Protection Contractor is responsible for all leak damage due to system, installation and
 materials.

 Contractor shall perform all tests on system as required by N.F.P.A., local code and insurance
 carrier.

 All piping shall be suspended independently from building structure. Vertical pipe risers shall be
 supported at least once on each story height. Riser clamps at base of riser shall be supported at
 building structure. All supports and hangers shall be so constructed as to allow for proper pitch
 and expansion of pipes. Position exposed riser clamps so they do not create a tripping hazard.

 Contractor shall remove all debris from job site daily to Clayco provided dumpster and leave all
 work and equipment in clean working condition.

 Contractor shall provide and install all pipe sleeves. Sleeves shall be at least 1-112 times the size
 of the pipe and shall be similar material to prevent reaction between pipe and sleeve.

 Contractor shall provide and install fire stopping as to completely seal all penetrations of fire
 rated assemblies, walls and ceilings caused by this trade. The system shall be installed
 Section 15A- Fire Sprinkler System- continued
                                                  16
R.P. Appx. 102
 according to an Underwriter's Laboratories approved through penetration fire stopping
 protection system, have been tested in accordance with ASTM #E-814 and UL # 1479 and shall
 have an "F" rating not less than the required rating of the wall penetrated. The annular space
 between pipe and the fue rated assembly shall be filled with the approved material so as to
 maintain the integrity of the fue rating of the assembly penetrated. Insulation shall not pass
 through fire rated assemblies.


  Section 15B- Heating, Ventilating and Air Conditioning

 Piping, except branch lines feeding heads in rooms, shall not pass through stairwells, five rated
 exit pathways, electrical rooms/closets, and tele/data rooms.

 All heating, ventilating and air conditioning work will be designed and installed in accordance
 with the local adopted codes (including International Energy Code) and with the ASHRAE
 standards and guidelines, SMACNA standards and the outline below. All equipment with
 electrical connections will bear the UL Label and all refrigeration equipment will be labeled in
 accordance with ARI.

 An HVAC system will be provided that utilizes four (4) packaged electric heating and electric
 cooling, down discharge, roof top package air conditioning units (RTUs). RTUs will provide
 550 tons of capacity. The following features are required:

  1)   Return air bypass with damper, damper actuator and temperature control (supply air
       temperature must be re-heated to 61-62 degrees F).
 2)    Multiple stage electric heating coil (4 stages). Step controller required.
 3)    100 % power exhaust.
 4)    30% filter section with 2 sets of throwaway filters. Also provide one set of construction
       filters in the units.
 5)    0 to 100% economizer with enthalpy control and low ambient lock out control.
 6)    Freeze stat protection.
 7)    Supply air temperature control.
 8)    DDC temperature control panel/module with BACNET & or LON capabilities as well as a
       human interface unit mounted panel.
 9)    Factory installed and wired unit electrical disconnect switch for a single point connection.
 10)   Factory installed and wired GFI convenience outlet.
 11)   Complete manufacturer's 1 year warranty for parts and labor from the date of start up.
 12)   Additiona14 year extended parts only compressor warranty.
 13)   High efficiency motors for supply and exhaust.
 14)   Complete static pressure control capabilities referencing outside, space, duct and under
       floor pressures.
 15)   Variable frequency drives on the supply fan as well as spring isolation.
 16)   460 V AC I 60 HZ I 3 phase.
 17)   Hinged access doors.
 18)   Flat roof curb.
 19)   Low leak outside air dampers.
 20)   Low leak supply air dampers.
 21)   Independent control of outside and return air dampers.


 Section 15B- Heating, Ventilating and Air Conditioning
                                                 17
R.P. Appx. 103
 The system will be designed meeting the following design conditions:

         Outdoor Design Conditions:
               Summer:        100°F DB/74°F WB
               Winter:        l7°F WB

         Indoor Design Conditions (occupied area):
                Summer:       75°F DB (+/-2) 50% RH
                Winter:72°F DB (+/-2)

        Outdoor Ventilation: Per ASHRAE Standard - 20.0 CFM/person
        Infiltration:        1.0 CFM!linear foot of exposure
        Heat Gain:           One person per 120 sq. ft. of occupancy
                             1.5 watts per sq. ft. demand for lighting
                             3.0 watts per sq. ft. miscellaneous power
     Occupants:              1 per 120 SF (at 245/155 sensible/latent BTU/Hr each).

 The design will be based on the use oftinted, double paned, insulated glass for curtain wall and
 at all other window areas with the blinds open.

 Return air will be provided in perforated white finish. In the core areas only, insulated plenum
 type linear supply slot supply air diffusers in the ceiling will be provided. Exhaust grilles will be
 square, louvered faced. Return air grilles in each office and conference room (provided in tenant
 finish) will include acoustically lined sound boots. All in floor supply air will be delivered
 through the in floor VAV terminal I diffuser. The in floor air devices will be installed in the
 future T.I.

 Zoning of fan terminals and VAV boxes shall not be less than 1 zone per 250 sq. ft. with a
 dedicated fan terminal unit in each building comer with two exterior exposures. Each fan powered
 box will incorporate an electric heating coil. All in floor FTUs and VAV s will be stockpiled to the
 floors and installed in the future T.I. In floor FTUs will be sized at maximum of 50 linear feet at
 the exposure.

 Shell and core construction of toilets, corridor, etc. will be completed using VAV units with a
 maximum size of 1600 CFM each.

 Cabinet unit heaters will be furnished in the vestibules. Heating and cooling will be provided to
 main stairways and entry vestibule. Temporary heat will be installed by providing and installing
 (4) 10 kW electric unit heaters above ceiling height per floor. These will be disabled once the in
 floor FTUs are installed in the T .I. build out.

 Exhaust fans will be provided to ventilate the janitor's closets and main toilet rooms. The system
 will be sized at a minimum of 2 CFM/SF of exhaust for toilet rooms and janitor's closets. Make-
 up air for the toilet rooms will be provided from HVAC supply air devices. Toilet rooms will be
 provided with exhaust grilles.

 Exhaust for the elevator machine rooms will be provided.

 Stairways will be provided with cabinet unit heaters.


                                                  18
R.P. Appx. 104
 Section 15B - Heating, Ventilating and Air Conditioning - continued


 Fire pump room will be served by a 5 kW electric unit heater.

 The dock area will be served by a 10 kW electric unit heater.

 Elevator shafts shall have pressure relief as required by code.

 All electric rooms will be exhausted. Make up air will be supplied from HVAC supply air
 devices.

 Fire dampers, smoke dampers and combination fire/smoke dampers will be provided as required
 by code.

 Materials and Methods
 Ductwork will be galvanized sheet metal, constructed per latest edition of the SMACNA and
 ASHRAE. Traverse joints on medium pressure system will be sealed with Hard cast. Insulated,
 Class 1 flexible air ductwork will be used for the connections from mediwn pressure trunk
 ductwork to variable air volume units, fan terminal units and slot diffusers. Acoustical duct lining
 or flexible duct wrap insulation will be provided where required to avoid noise and condensation.
 Sound attenuation will be provided as required to achieve an overall maximum NC-40 level in the
 office spaces.

 Vertical mediwn pressure duct risers will be provided from the RTU s to each floor with, and a
 duct loop on each tenant floor will be provided. Acoustically lined, hard return air duct risers, in
 shafts, from the lower floors to the RTUs will be provided with a stub out on each floor. On top
 floor, a minimum of20 LF of acoustically lined return air duct from the RTU serving this floor
 will be provided.


 All medium velocity ductwork risers installed in vertical shafts shall be acoustically lined, with
 lining extending horizontally 20' from the main riser on each floor.
 Return air duct and supply air duct mounted smoke detectors will be provided for all air
 handling units 2000 CFM and greater.

 A complete direct digital temperature control and building management system will be
 provided. Standard features including local PC workstation, dial in and out modem, and
 complete color graphics to the VAV level. All wiring, software, hardware, sensors, actuators,
 and control panels will be included for a complete and functional system. All core and parking
 lot lighting will be controlled and wired to the BMS. Lighting contactors will be provided by
 Division 16, low voltage wiring to the contactors will be by Division 15. All low voltage
 temperature control wiring will be plenum rated.

 Section 15C- Plumbing

 All plumbing work will be designed and installed in accordance with the codes listed in Section
 1A of this outline specification. All equipment with electrical connections will bear the UL
 Label.



                                                  19
R.P. Appx. 105
 Section 15C - Plumbing - continued

 Soil, waste, vent, storm and water piping systems will be designed and installed in accordance
 with the requirements of the local plumbing code.

 Soil, waste, and vent piping will be service weight, no-hub cast iron above grade in plenum areas.
 Schedule 40 PVC may be used otherwise including underground.

 Storm water piping will be Schedule 40 PVC above and below grade. Roof drainage will be
 provided by the use of 6" inboard roof drains. The piping system will connect to storm sewer
 below first floor grade and exit building foundation wall.

 An overflow roof drain system will be provided and will be sized the same as the primary
 system and connected to a separate piping system within the building. The secondary system is
 to terminate near through the wall near grade.

 Water distribution piping will be Type "K" copper below grade and "L" copper above grade.

 Water closets will be wall mounted white vitreous china, open front seats, and with battery
 operated flush valves.

 Urinals will be wall hung, white vitreous china, floor carrier type, with battery operated flush
 valves.

 Lavatories will be integral with the countertop with chrome plated battery operated sensor type
 faucet, grid drain, P trap with cleanout plug, flexible risers, and stops. Insulation of exposed piping
 and hot surfaces for handicapped lavatories will be provided.

 Mop basins will be 24" x 24" floor set terrazzo with mop hanger, 24" hose, 4" handles, bucket
 hook, and elevated vacuum breaker.

 Brushed stainless steel, dual-level, semi-recessed, barrier-free self contained electric water coolers
 located at each floor.

 Provide three (3) wet columns (water, waste and vent).
 Provide 1-112" water connection with valve at toilet core area.
 Electric water heaters for toilet rooms sized per local plumbing code and ASHRAE guidelines will
 be provided. Relief valves will be piped to floor drain. Include For piped systems longer than 100
 lineal feet a hot water recirculation loop with pump and aqua stat will be provided.

 General purpose and toilet room floor drains will be cast iron with nickel bronze, heel proof
 grates.

 A dry sump will be provided for each elevator pit - dry sumps to be pumped out with portable
 sump pump provided by building maintenance.

 Mechanical room floor drains will be medium duty, cast iron, and loose set top with sediment
 bucket.




                                                   20
R.P. Appx. 106
 Section 15C -Plumbing - continued

 Roof drains will be cast iron with sump receiver, under deck clamp, adjustable extension and cast
 iron mushroom dome (plastic domes not acceptable).

 Overflow drains will be cast iron with sump receiver, under deck clamp, adjustable extension,
 exterior water dam and cast iron mushroom dome.

 A minimum of 3 frost-proof wall hydrants will be provided at grade. Also 2 hydrants will be
 provided at the rooflevel for use for window washing.


 4" incoming domestic water service will be provided with a gate valve, a reduced pressure
 back:flow preventor (type as required by local plumbing code), a pressure gauge and with the drain
 piped to a floor drain. A valved and capped 1-1/2" line for irrigation system backflow preventor
 and piping system will be provided. The irrigation system is not included.

 Insulation will be provided on all vertical and horizontal domestic water, including inside of wet
 chases, and on all horizontal downspout piping and roof/overflow drain bodies.

 A stubbed out sanitary sewer and vent connection will be provided on each side of each toilet
 room wet wall opening onto the tenant space or corridor for future connections. Provide at each
 location, a valved and capped 1" domestic cold water stub out.

 Provide the following fixtures:

 1.   Toilets (wall hung flushometer type)
 2.   Handicap toilets (wall hung flushometer type)
 3.   Urinals (wall hung flushometer type)
 4.   EWC (drinking fountains)
 5.   Lavatories (custom), each with (3) bowls
 6.   Janitor mop sinks
 7.   Hot water heaters

 General
 All systems will be designed and installed in accordance with all federal, state and local code
 enforcement agencies, ADA regulations, the Fire Marshall and the local building department.

 Scope of Work
 Water Service and Distribution, Plumbing Fixtures and Storm Water System
 Sanitary, Waste and Vent System

 Water Service and Distribution
 Underground domestic water piping will extend from water meter with minimum system
 pressure for core/shell total fixture counts. Backflow preventer will be provided at point of
 service, separate from fire protection service. Water service will be metered within service pit.

 Three (3) hose hibbs around perimeter of building, one (1) hose bibb on roof and (1) 1-1/2"
 irrigation system connections will be provided.

 Include dual level electric water cooler at each bathroom core.

                                                 21
R.P. Appx. 107
  Section 15C- Plumbing - continued


  Elevator sump and code required discharge will be provided.

  Water service is not sized for any special tenant load requirements.

 Domestic Water Systems
 The Core/shell system will include hot and cold water service and insulated distribution piping
 to all core areas and stub connections/valves for tenant areas.

 Fixtures will include commercial grade products in all bathrooms, ADA compliant. Any
 exposed plumbing lines (supply and waste) will be chrome plated with appropriate wall
 escutcheons at penetrations. All plumbing fixtures will be installed with shut-off valves.
 Drinking fountains with central remote chiller will be provided per code. Domestic hot water
 will be provided from electric water heaters.

 No special water, gas, air or vacuum systems are included for tenant areas.

 All water systems will be tested and approved for final use.

 Storm Systems
 Roof drain bodies and horizontal leader runs to be insulated. A properly sized roof drainage
 system including roof drains, vertical piping and storm piping under the building will be
 provided. Roof drain collector pipe system will connect into exterior storm system piping.
 Include emergency overflow piping from roof drain locations to location above finished grade.

 Office ceiling space to be used as a return-air plenum.

 Sanitary System
 The sanitary sewer will be stubbed into the building and extend through core/shell areas and be
 stubbed into tenant areas for future interconnection. No special waste provisions are included
 for lab waste.

 Materials
 Domestic water system: Type Land M copper, above floor, Type K below floor.

 Sanitary system: PVC above floor, cast iron below floor.

 Storm system: PVC above floor, cast iron below floor.

                        DIVISION 16- ELECTRICAL DESIGN BUILD

 General
 All systems will be designed and installed in accordance with all federal, state and local code
 enforcement agencies, ADA regulations, the Fire Marshall and the local building department.

 Temporary and Construction Power
 Temporary service and distribution will be provided to all project trailers, electric scaffolds and
 accessories, welding machines and power and lighting loads. Temporary power service and

                                                  22
R.P. Appx. 108
 Section 16A -Electrical - Continued


 distribution will be protected in accordance with OSHA requirements. Lighting levels and
 distribution will be included in all areas to achieve code-required foot-candle levels.

 Electrical Service
 Service to the building will include (2) 4"C. underground raceway from the property line to
 electric utility company pad mounted service transformer. The electric utility company will
 provide underground primary cables, service transformer. Building will be metered at electric
 utility company secondary voltage rate.

 Current transformers, meter compartments, etc. will be included with service switchboards as
 required by electric utility company.

 Secondary underground conduits/cables and terminations from service transformer to interior
 service switchboard will be provided. A separately metered power service will originate from
 the electric utility company service transformer to a 75HP fire pump for the building (add
 alternate, if required by code). Installation and protection of secondary service conductors will
 be in conformance with NBC.

 Telecommunications Systems Service
 Service to the building will include (6) 4"C. underground raceways from the property line to the
 demarcation point within the building. Telecom utility company will provide all service
 conductors and/or fiber to tenant areas.

 A 4'x8' plywood backboard, a dedicated isolated ground bar and a 20A duplex receptacle will
 be provided at the demarcation point and at each Telecom Room. Tenants/Owner will provide
 all data and voice wiring and equipment for the building including elevator phone service.
 Rough-in boxes and conduits will be provided in all core/shell finished office areas.

 (2) 4"C. conduit sleeves will be provided through floor slab between Telecom Rooms.

 Power Distribution
 Service switchboard will include service connection equipment; space for utility company
 equipment; feeder overcurrent devices to support connected loads outlined. Service switchboard
 will be rated 480/277V, 3P, 4W Large equipment loads will be 480V, 3 phase; lighting loads
 will be 277V, 1 phase or 480V, 1 phase; small receptacle and appliance loads will be 120V, 1
 phase. Service switchboard will include digital metering and integral TVSS protection on the
 incoming main.

 480/277V panelboards will be provided on each floor and sized to support 1.5W/SF tenant area
 lighting. Step down transformers and 120/208V panelboards will be provided on each floor to
 support 3.5W/SF tenant receptacle and equipment power. 480/277V and 120/208V single and
 multi-pole breakers will be provided within floor panelboards for tenant areas lighting and
 power loads. Conduits will be installed from tenant receptacle panelboards stubbed into
 depressed floor slab areas for floor box wiring by tenants.

 Separate 480/277V panelboards will be provided on each floor to support tenant area under floor
 electric fan terminal units. Conduits will be installed from floor HV AC panelboards stubbed
 into depressed floor slab areas for underfloor fan terminal units by tenants. A separate

                                                 23
R.P. Appx. 109
 Section 16A - Electrical- Continued


 panelboard will be provided on the 3rd Floor Level to support rooftop HV AC units and
 equipment.

 Elevator equipment, trash compactor, domestic water heaters, entry or room electric heaters, etc.
 will be served from available 480V distribution within building. Site lighting circuits will be
 fed from 1st Floor lighting panelboard. Core/shell lighting and power circuits will be shared
 with tenant area lighting and power panelboards.

 New power Distribution and Lighting/Appliance panelboards will be dead front furnished with
 branch protective devices, main bus, main breakers, with AIC rating for available fault current at
 installed location. Main buses and connectors will be hard drawn copper or tin plated
 aluminum. Framed directories with protective plastic facing will be attached to the inside of
 panelboards and
 be neatly filled out to identify all circuits and loads. 25% spare breaker and space capacity will
 be provided.

 Circuit breakers will be quick make - quick break, molded case type with the tripping position
 midway between on and off. Breakers will be the bolt-on type with common trip for multi-pole
 application. Breakers indicated to be used for lighting circuit control will be switch rated.
 Fuses will be UL approved and listed for application, NEMA PB-1 complaint

 Step down transformers will be factory-assembled and -tested, air-cooled units for 60-hz service.
 Grain-oriented cores, non-aging silicon steel. Continuous copper or aluminum coil windings
 without splices, brazed or pressure type internal coil connections. Comply with NEMA ST 20,
 and list and label as complying with UL 1561. Enclosures will be ventilated, NEMA 250, Type
 2.1nsulation class: 220 degree C., UL-component-recognized insulation system with a
 maximum of 150 degree C. rise above 40 degree C. ambient temperature. Transformers may be
 hung from structure where acceptable by local authorities.

 Receptacle/Equipment Connections
 Duplex receptacles will be provided within all core/shell finished corridors 50 feet on center
 along all routes. Weatherproof duplex receptacles will be provided at all roof-mounted
 equipment per NEC. Duplex dedicated duplex receptacles will be provided per 200SF within
 each Electric Room, Mechanical Room, Telecom Room. All wiring devices will be 20A, 125V
 specification grade. Receptacles will be mounted 18" AFF and will include plastic coverplates.

 Tenant will furnish and install all above and below floor lighting and receptacle branch circuit
 wiring within all tenant areas. No power-data floor boxes are stockpiled on floors. No bay
 boxes for tenant wiring is included.

 Grounding
 A fully grounded electrical system per NEC requirements will be provided. Feeder and branch
 circuits will contain safety ground conductors in lieu of raceway serving as grounding means.
 No column grounding or building ground loop will be provided except for separately device
 systems such as transformers, UPS systems, etc.

 Lighting Systems
 Core/shell lighting will include recessed 3 lamp, (18) 3" deep cell, 2'x4' parabolic troffer
 fixtures for one fixture every 80SF all finished corridor routes; fluorescent downlights with
                                                 24
R.P. Appx. 110
 Section 16A- Electrical- Continued


 specular clear alzak reflectors in Entry and Elevator Lobbies and within Restrooms; pendant
 shop lights in all Elect!Mech Rooms, Janitors Closets, etc. Fluorescent fixtures will utilize
 electronic ballasts and T-8 lamps.

 Tenant Area lighting, branch circuit wiring and control wiring will be provided by tenants
 during build out and are not included in core/shell. Minimal lighting will be provided within
 empty tenant areas to support owner and code officials requirements.

 Exit signs and emergency egress lighting will be provided along all core/shell egress paths. Life
 safety lighting will be powered from self-contained battery units.

 Exterior metal halide HID site lighting pole mounted fixtures will be provided along all entry
 and parking areas. Average maintained exterior foot-candle values will be 1.5 for roadway and
 parking areas. Control of exterior lighting will be from contactors at source panelboards with
 temperature control system ON/OFF interface.

 A material only allowance of $10,000 for decorative Front Office lighting; entry canopy;
 monument sign lighting, flagpole lighting and exterior entry bollards is included. (This is
 included as part of the current DFW design.)

 Fire Alarm System
 Building will include a system with devices, control and signaling in compliance with local
 authority having jurisdiction and specific project requirements. System will include furnishing
 and installing heat detectors; smoke detectors within each Electrical and Mechanical Room;
 manual pull stations; fire alarm annunciator panel at main entrance and AutoDial connections to
 central monitoring agency.

 Duct smoke detectors for all ventilation units over 2,000 CFM will be furnished and installed by
 HV AC contractor, devices will be monitored by building fire alarm system; duct smoke
 detectors will be provided by electrical contractor on each floor at each return air opening into
 return air shaft back to each rooftop unit.

 Smoke detectors will be provided at each elevator lobby, Elevator Equipment Room, elevator pit
 and top of elevator shafts. Heat detectors will be provided in each Elevator Equipment Room,
 elevator pit and top of elevator shafts. Monitoring and control functions will be in conformance
 with ASME A 17.3-93, Safety Code for Elevators and Escalators.

 Signal devices, strobes and horns will be provided within areas in accordance with NFPA, ADA
 Guidelines and local authority having jurisdiction. Connections to fue sprinkler system water
 flow switches and tamper switches will be provided.

 Fire pump and jockey pump controller monitoring modules will be included (add alternate as I if
 required by code).

 Initiation and signal devices within tenant areas are not included, but main fire alarm panel will
 be sized to accept initiation and signal devices installed by tenants, based on an open plan finish-
 out concept.


                                                 25
R.P. Appx. 111
 Section 16A- Electrical - Continued


 Lightning Protection System
 A UL Listed, Master labeled lightning protection system complete with rooftop air terminals,
 roof conductors, down conductors, perimeter counterpoise and driven ground rods.

 Materials
 All feeder circuits will be THHNITHWN copper or aluminum conductors. All branch circuits
 will be THHN/THWN copper conductors. UL Type MC feeder cables will be acceptable for
 use. UL Type MC cable will be acceptable for branch circuit use. Modular wiring systems will
 be used for all Office lighting circuits. Feeders and branch circuits will be routed below floor
 slabs in all areas.

 The following types of conduits will be allowed for specific applications as follows:
 Site Lighting                                PVC
 Feeders- Underground                         PVC
 Feeders-Exposed                              IMC, EMT (above 7' AFF)
 Branch Circuits- Concealed                   RGS, IMC, EMT, MC Cables


                              ADDITIONAL CLARIFICATIONS


 Contract Documents
 The scope of work is based upon Clayco Outline Specification dated December 6, 2005,
 Architectural drawings through Progress Set# 1 dated 10/07/05, Structural drawings and Tilt-
 Up Wall drawings through Pricing Set dated 10/14/05, and Civil drawings through Pricing Set
 dated 10/15/05 and as further clarified in this exhibit to the Agreement ("Outline
 Specifications").

 LEED
 The estimate is based upon achieving basic LEED certification for Core & Shell (24 points). No
 allowances are included for achieving a higher rating.

                              ADDITIONAL CLARIFICATIONS

 Contract Documents
 The scope of work is based upon Clayco Outline Specification dated October 20, 2005 and
 design drawings from Forum dated October 21,2005 and as further clarified above and below.

 LEED
 The estimate is based upon achieving basic LEED certification for Core & Shell (24 points)
 based upon current design assumptions. No allowances are included for achieving a higher
 rating.

 Exclusions
 The following work is excluded from the GMP:

 1)   Payment & Performance Bond
 2)   Utility use fees
 3)   Additional Commissioning required for LEED certification
                                                26
R.P. Appx. 112
 Exclusions (Con't)

 4)     On-site materials testing services
 5)     Design services for tenant area build-out
 6)     Cleanup for owner or TI work
 7)     Hazardous materials remediation
 8)     LEED certification costs (Koll has hired Gensler for this process)
 9)     Painting of interior steel joist and decking
 10)    Ceiling grid or pads for Tenant Areas
 11)    Factory Mutual requirements
 12)    Tenant improvements
 13)    Undercutting of existing and new subgrade due to poor or unsuitable soil conditions
 14)    Excludes rock removal or blasting
 15)    Site fencing & gates
 16)    Flag poles
 17)    Trash enclosure
 18)    Compactor
 19)    Foundation drainage system
 20)    Metallockers
 21)    Interior or exterior signage
 22)    Furniture, fixtures and unspecified equipment
 23)    Installation of raised floor system except at core areas
 24)    Elevator to the roof
 25)    Specialty Glass at Decorative Stair or 2nd Level Rail
 26)    Separate gas or electric meters
 27)    Gas service to building
 28)    Building humidification or dehumidification
 29)    Temporary heating of tenant spaces
 30)    Tenant area lighting and power branch circuit wiring and light fixtures
 31)    Tenant area fire alarm devices
 32)    Tenant Finish Lighting or Power Work
 33)    Standby power system or Emergency power generation
 34)    Public Address System
 35)    Data, Voice, Video Systems
 36)    Security Systems
 3 7)   Excludes accent lighting for metal screen walls @ roof
 38)    Utility company fee relating to phone, fiber and Gas or Electric
 39)    Mudslab below crawl spac~

 Miscellaneous Clarifications
 1)   The access flooring will be stockpiled on each floor as required for future installation by
      the tenants. Installation of the floor is only included in the Core areas.
 2)   Our estimate is based upon the minimum lighting as required by applicable codes for the
      tenant spaces.
 3)   Our estimate assumes that the excess topsoil and vegetation will be stockpiled for use as
      fill in the sloped areas north and west of the building.
 4)   Steel and concrete bids are based upon the 11-23-05 documents.
 5)   About 20,000 cy of excess material will be loaded and hauled off site by HL Merrill.




                                                 27
R.P. Appx. 113
 Allowances
 The GMP includes the following allowances:

 1)   Entry sidewalks and hardscaping upgrades            $25,000
 2)   Landscaping                                         $225,000
 3)   Irrigation system                                   $75,000
 4)   Wood, stone & metal trim at main lobby              $25,000
 5)   Wood & metal trim at level2 & 3 & 4lobbies          $7,500
 6)   Light bollards and building accent lighting
        @ main building entrances-now part of design
 7)   Revolving entrance door-now part of design
 8)   Elevator Cab finishes-now part of design

 See the Drawing List, attached hereto as Attachment A.




                                               28
R.P. Appx. 114
R.P. Appx. 115   EXHIBIT A
R.P. Appx. 116   EXHIBIT A
R.P. Appx. 117   EXHIBIT A
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R.P. Appx. 152   EXHIBIT A
                       FORM OF CONSTRUCTION INDEMNITY AND
                             ASSIGNMENT AGREEMENT
                                 (General Contractor)

       THIS CONSTRUCTION INDEMNITY AND ASSIGNMENT AGREEMENT, dated as
of the _ _ day of                            , from                     ,a
- - - - - - - - ( t h e "Contractor") to THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, a New Jersey corporation ("Prudential"),                     a
                       ("Developer")     and                             a
_ _ _ _ _ _ _ _ _ (the "Venture").

                                            RECITALS

         A.     Prudential and Developer shall be partners in the Venture, pursuant to Acquire
 Joint Venture Interest, dated                     , _ _ (the 11 Acquisition Agreement") and the
 Amended and Restated Limited Liability Partnership Agreement of the Venture, dated
 ------------,                   (the 11 IVA"). The Venture is the owner of the Project as more
 particularly described in the Acquisition Agreement. All capitalized terms used, but not defined
 herein, have the meanings given to such terms in the Acquisition Agreement.

        B.      The   Venture      and     the    Contractor      have      entered    into   the
                             , dated                              (the 11 Construction Contract"),
 ---------------
 whereby the Contractor agreed to construct the Improvements.

         C.     The Contractor desires to enter into this Agreement to induce: (i) Prudential to
 make Prudential's Initial Contribution (as defined in the Acquisition Agreement) to the Venture;
 and (ii) acquire an interest in the Venture, in the manner contemplated by the Acquisition
 Agreement.

        NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
 which is hereby acknowledged, the Contractor hereby agrees as follows:

        1.       Guarantee. The Contractor hereby guarantees all the work performed in
 connection with the construction of the Improvements and all materials furnished and installed,
 or either, under the Construction Contract including all change orders thereto, to be: (i)
 substantially in accordance with the Plans and Specifications attached to the Acquisition
 Agreement as Exhibit B and/or modifications thereof permitted pursuant to the Acquisition
 Agreement (including any and all replacements or corrections of work performed in connection
 with construction ofthe Improvements and materials that may be required pursuant thereto); (ii)
 substantially in accordance with all federal, State of           ,           County and City of
 _______ laws, ordinances, statutes, rules and regulations applicable to the construction of
 office buildings, including, without limitation, local building, environmental, land use and
 persons with disabilities requirements, in effect on the date of this Agreement (collectively, the
 "Legal Requirements"); and (iii) free from faulty, defective workmanship and materials. The
 Contractor agrees to repair, correct or replace, at their own cost and expense, all of the work
 performed in connection with construction of the Improvements and materials, or either, covered




R.P. Appx. 153                               EXHIBIT A
under said Construction Contract, change orders, modifications or corrections pursuant thereto
that may prove not to be substantially in accordance with the Plans and Specifications (and/or
modifications thereof permitted pursuant to the Acquisition Agreement) or the Legal
Requirements or not to be free from faulty, defective workmanship and/or materials, ordinary
wear and tear excepted. The Contractor does further agree to pay the cost of repairing all
damage to other property resulting from defects in the work, performed in connection with
construction of the Improvements, and materials, or either, covered by this Agreement and to pay
the cost and expenses of replacing other property which may be damaged or disturbed in making
good any defects as provided herein.

    This Agreement shall be for a period of 1 year commencing the date of substantial
completion of the Project. This Agreement shall be for the entire work performed in connection
with construction of the Improvements except as may be extended by other guarantees specified
elsewhere in the Construction Contract or as required by applicable law, and materials under the
Construction Contract, and is in no way to be construed as invalidating guarantees for longer
periods where required by the Construction Contract. This Guarantee shall not broaden the scope
of the guarantees specified in the Construction Contract.

       All replacements and corrections to defective work performed in connection with
construction of the Improvements and materials; or either, are to be done at the convenience of
the Venture.

       The obligation of Contractor under this Agreement shall survive both final payment for
the work performed in connection with the construction of the Improvements or designated
portion thereof and termination of the Construction Contract.

        2.      Indemnification. The Contractor shall indemnifY, defend and hold harmless
Prudential and the Venture, their officers, agents and employees for from and against any an~ all
claims and demands, just or unjust, of third persons for death, for bodily injury, for personal
injury, for property damage, direct or consequential, or for breach of contract arising or alleged
to arise out of the construction of the Improvements and for all expenses incurred by them in the
defense, settlement or satisfaction thereof except to the extent such claims and demands result
from the intentional acts of Prudential or the Venture.

         In any and all claims against Prudential or the Venture or any of their agents or
 employees by any employee of the Contractor, any subcontractor, anyone directly or indirectly
 employed by any of them or anyone for whose acts any of them may be liable, the
 indemnification obligation under this Agreement shall not be limited in any way by any
 limitation on the amount or type of damages, compensation or benefits payable by or for the
 Contractor or any subcontractor under workers' or workmen's. compensation acts, disability
 benefit acts or other employee benefit acts.

        If so directed by Prudential or the Venture, the Contractor shall at its own expense defend
 any suit based upon any such claim or demand within the scope of the foregoing indemnity with
 counsel reasonably acceptable to Prudential or the Venture, as applicable (even if such suit,
 claim or demand is groundless, false or fraudulent).
 FINAL Clayco IndemnitvJ.DOC
 BANK OF AMERICA/PRUDENTIAL
 LOAN PURCHASE AGREEMENT
 ~


R.P. Appx. 154                                EXHIBIT A
        3.      Assignment of Guarantees and Warranties. Contractor, as assignor, hereby
conditionally assigns, transfers and sets over to the Venture, as assignee, all of its right, title and
interest in and to all guarantees and warranties received by Contractor from subcontractors and
suppliers in connection with the construction of the Improvements. This assignment shall be
effective upon default by the Contractor under this Agreement or upon complete satisfaction of
the obligations of Contractor hereunder. Contractor shall not and has not taken any action or
done any thing which could limit the enforceability of such guarantees and warranties.

       4.     Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of - - - -

       5.      No Assignment of Benefits Under this Agreement. Neither Prudential nor the
Venture may assign this Agreement or its rights under this Agreement. This Agreement shall
terminate as to both Prudential and the Venture upon any transfer by Prudential of its interest in
the Venture to other than an affiliate of Prudential.

                                        [CONTRACTOR]


                                       By: _ _ _ _ _ __:___ _ _ _ __
                                       Name:
                                       Its:
                                             ------------------------
                                           -------------------------------




FINAL Cia yeo lndemnity3.DOC
BANK OF AMERICA/PRUDENTIAL
LOAN PURCHASE AGREEMENT
PAGE3

R.P. Appx. 155                                EXHIBIT A
                         FORM OF ARCHITECT'S CERTIFICATE

                 [LETTERHEAD OF ARCHITECT FOR THE PROJECT]


                    [Dated no later than 5 days prior to the Closing date]


    The Prudential Insurance Company
    of America
    Prudential Real Estate Investors


       Re: ____________________________________

    Gentlemen:

               We understand that you intend to acquire an interest in _ _ _ _ __
    ---------------------------------(the "Venture"), which Venture
    acquired the real property in------------·---------------'
    more particularly described in Exhibit A attached hereto (the "Land"), and
    constructed an office building consisting of approximately                 net
    rentable square feet, plus __ parking spaces (collectively, the "Improvements"),
    pursuant to an Agreement To Acquire Joint Venture Interest, dated
    _____________, 200_ (the "Commitment"). (The Land and
    Improvements shall be referred to herein collectively as the "Project".)

                We understand that the receipt by you of certain written certifications
    from us is a condition precedent to your obligation to make a capital contribution to
    the Venture and to acquire an interest in the Venture. Accordingly, we hereby certify
    the following to the best of our lmowledge, information and belief:

       1.      We prepared the working drawings, a true and complete copy of which is
    attached hereto as Exhibit B (the "Plans and Specifications"). The working drawings
    describe the Improvements completely and accurately.

       2.      The Project lies in a district designated                        zoning
    under the applicable zoning ordinances of the~---:----------------------'
    The Project, if built and used in conformity with the Plans and Specifications, is in
    full compliance with such zoning ordinances.

      3.        The Improvements contemplated by the Plans and Specifications are
    permitted by and in conformance with all applicable building codes and regulations
    and all other federal, state and local laws, rules and regulations relating to the
    physical aspects of improvements to land.




R.P. Appx. 156                           EXHIBIT A
        4.      Based on our observation of the Improvements during their constmction
    and at the time all certificates of occupancy were issued, (a) the Improvements as
    actually built substantially conform to the Plans and Specifications, and comply with
    all Federal, state and local laws, mles, and regulations relating to the physical aspects
    of improvements to land, including, without limitation, those relating to zoning,
    building and fire codes, of which we have been made aware by the owner, and
    environmental laws, mles and regulations and (b) no amendment to the building
    permits were required subsequent to[_ _ _----.~

      5.       The Project complies in all respects with the Americans with Disabilities
    Act and allmles, regulations and guidelines promulgated in connection therewith.

      6.       The specified materials for the Project do not contain asbestos or
    polychlorinated biphenyl (PCB) products or any other hazardous or toxic wastes or
    substances in violation of applicable environmental laws.

       7.        The Project, if built in conformity with the Plans and Specifications, is in
    substantial compliance with all conditions and requirements specifically relating to
    constmction and development of the Project contained in the following documents:
    [list of Private Development Covenants].

                This letter is being delivered to you as a condition precedent to your
    making a capital contribution to the Venture and acquiring an interest in the Venture.
    We understand that you and the Venture are relying on this letter and that you or the
    Venture may pursue a claim against us in the event that you or the Venture has any
    loss or damage as a result of facts or circumstances that exist at the Project which
    make any of our certifications incorrect or inaccurate. This letter does not constitute,
    however, a guarantee of the work of the builder of the Improvements, and the builder
    and its subcontractors are solely responsible for all construction means, methods,
    techniques, sequences and procedures and compliance with the drawings,
    specifications and contract documents.

                                               Very tmly yours,




                                               By________________________
                                               Its
                                                 ---------------------------
    (Attachments)




R.P. Appx. 157                              EXHIBIT A
                             FORM OF ENGINEER'S CERTIFICATE

                     [LETTERHEAD OF PROJECT'S ON-SITE ENGINEER]


                     [Dated no later than 5 days prior to Second Closing date]



 The Prudential Insurance Company
 of America
 Prudential Real Estate Investors



    Re: _________________________________________

 Gentlemen:

            We understand that you intend to acquire an interest in - - - - - - - - - - - - - - -
------------------(the "Venture"), which Venture acquired the real property in_
----------------------------' more pcuiicularly described in Exhibit A
attached hereto (the "Land"), and constructed an office building consisting of approximately
__________ net rentable square feet, plus __ parking spaces (collectively, the
"Improvements"), pursuant to an Agreement To Acquire Joint Venture Interest, dated
- - - - - - - - - - - - - - - · ' 200_ (the "Commitment"). (The Land and Improvements
shall be referred to herein collectively as the "Project".)


            We understand that the receipt by you of certain written certifications from us is a
 condition precedent to your obligation to make a capital contribution to the Venture and to
 acquire an interest in the Venture. Accordingly, we hereby certifY the following:

             1.     We are civil engineers licensed in the State of            . We provided civil
 engineering design and construction observation services for the Improvements. Our
 involvement has included preparing civil engineering design plans dated                       (the
 "Plans"). In connection with rendering the Plans, we performed such research and made such
 investigations as we deemed appropriate in our professional judgment with respect to the Plans.
 Our firm provided construction observation services during site preparation and grading prior to
 beginning construction of buildings. In addition, we periodically observed the contractor's
 progress and procedures during the preparation of the site and full course of construction.

             2.      We hereby represent to you that, in our professional opinion, based upon our
 services rendered, the Project has been designed by this office in compliance with applicable
 Federal, state and local approvals and design standards relating to the site improvements for the
 land.




R.P. Appx. 158                               EXHIBIT A
           3.      We hereby represent to you that the following utilities are connected to the
Improvements and fully operational:                                                . Such utilities
comprise all of the utilities which were designed by this office.

           4.      We have concluded that on the basis of our observations that the contractor
has completed the Project in substantial conformity with the "Plans and Specifications", attached
hereto as Exhibit B. Further, the work we observed was completed in a manner compatible with
the relevant aspects of the Land as we understood them at the time of design and in substantial
compliance with our recommendations.

             This letter is being delivered to you as a condition precedent to your making a capital
contribution to the Venture and acquiring an interest in the Venture. We understand that you and
the Venture are relying on this letter and that you or the Venture may pursue a claim against us
in the event that you or the Venture has any loss or damage as a result of facts or circumstances
that exist at the Project which make any of our certifications inconect or inaccurate. This letter
does not constitute, however, a guarantee of the work of the builder of the Improvements.

                                          Very truly yours,




                                          By________________________
                                          Its._ _ _ _ _ _ _ _ _ _ _ _ __

(Attachments)




R.P. Appx. 159                               EXHIBIT A
                           CONTRACTOR'S CONSENT AND AGREEMENT


         The undersigned ("Contractor") acknowledges the assignment by Intellicenter Atlanta
Investments, LLP, a Delaware limited liability partnership ("Owner"), to Bank of America, N.A., a
national banking association, as administrative agent ("Administrative Agent") on behalf of the lenders
("Lenders") from time to time parties to the Loan Agreement (as herein defined), as additional security
for the obligations of Owner under a Construction Loan Agreement ("Loan Agreement") between Owner
(as Borrower), Administrative Agent and Lenders dated September 26, 2005, of Owner's rights (but not
Owner's obligations) under the Construction Contract and any future modifications thereof or change
orders ("Contract") between Owner and the Contractor pertaining to the pr~ject contemplated by the Loan
Agreement, such project to be located upon certain real property described on Exhibit "A" attached hereto
and made a part hereof (the "Property"). Contractor hereby consents to and agrees to be bound by such
assignment. Contractor further represents and warrants to and agrees with Administrative Agent and
Lenders as follows:

         1.       The copy of the Contract attached hereto as Exhibit "B" is a true, correct and complete
 copy of the Contract, the Contract has not been changed or modified, and to Contractor's knowledge, the
 Contract is in full force and effect.

         2.      If Owner defaults under the Loan Agreement or certain other Loan Documents (as
 defined in the Loan Agreement), Lenders may elect by a specific request in writing to (i) have Contractor
 continue performance under the Contract, in which case Contractor shall thereafter perform under the
 Contract pursuant to the remainder of this Paragraph 2, or (ii) have Contractor stop work on the project
 and vacate the Property, in which case Contractor shall promptly do so. If Lenders elect by specific
 request in writing to have Contractor continue or recommence to perform work under the Contract,
 Contractor shall continue or recommence performance on Lenders' behalf under the Contract in
 accordance with the terms thereof, and Contractor shall be reimbursed in accordance with the Contract for
 all work, labor and materials performed or furnished at Lender's request and prior to Lender's request;
 provided that, (i) with respect to reimbursement for work, labor or materials prior to Lender's request,
 Contractor has notified Administrative Agent in writing of the amounts owed Contractor and (ii) Lenders
 shall not be required to pay any amounts for work, labor or materials for which Lenders have already
 made an advance under the Loan Agreement . Contractor will look solely to the Owner for all sums
 owing under the Contract which Lenders are not required to advance pursuant to this paragraph.
 Contractor's agreement to act under the Contract for Lenders will not depend upon Contractor being paid
 any sums which Lenders are not required to advance hereunder nor on whether the Owner has otherwise
 defaulted under the Contract. Nor will Administrative Agent or Lenders be liable for any amounts owing
 Contractor if Administrative Agent (on behalf of Lenders) requests Contractor to stop work and vacate
 the Property pursuant to clause (ii) above. Neither Administrative Agent nor Lenders shall be liable for
 any damages Contractor may be entitled to recover from Owner or for change orders made by Contractor
 and not approved by Lenders pursuant to the Loan Agreement. In the event the Contract is terminated for
 any reason, Contractor shall notifY Administrative Agent in writing within seven (7) days of such
 termination. After such termination, Contractor shall, at Lenders' option, enter into a new contract with
 Administrative Agent (on behalf of Lenders) upon substantially the same terms as the Contract.
 "Lenders" as used in this Paragraph includes Lenders' successors or assigns, any receiver in possession of
 the Property, any purchaser upon foreclosure of Lenders' security, or any corporation or other nominee
 formed by or on Lenders' behalf (collectively "Lenders' Successors"). This Paragraph 2 shall not affect
 the rights of Lenders or Lenders' Successors upon or following a foreclosure or transfer of title to the
 Property.



 CONTRACTOR'S CONSENT AND AGREEMENT (Intel/icenter Atlanta Investments, LLP)                         Page 1
 4049692.1



R.P. Appx. 160                                      EXHIBIT A
        3.      If Owner defaults in making any payment or in performing any other obligation under the
Contract, Contractor shall promptly give Administrative Agent written notice thereof, specifying the
default and the steps necessary to cure same; and if Contractor learns of any default in payment due any
subcontractor or other person supplying labor or materials for the project, Contractor shall similarly
advise the Administrative Agent thereof. Contractor will not exercise any remedy available under the
Contract, at law, or in equity arising from such default by Owner until Lenders shall have had the same
opportunity to cure such default to which Owner is entitled, but at least thirty (30) days in any event, if
Lenders so elect to cure such default, and such longer period of time as may be necessary to obtain
possession of, or title to, the Property, provided that Lenders shall have no obligation to cure any Owner
default. Any curative act done by Lenders shall be as effective as if done by Owner.

         4.     Contractor shall not perform work under any change order without first securing
Administrative Agent's written consent to such change order unless: (a) the Owner has certified to
Contractor that Lenders' consent is not required for such change order; and (b) the cost of or reduction
resulting from any single change or modification does not exceed $50,000, and the aggregate amount of
all such changes and modifications does not exceed $500,000. In any such case, Contractor shall
promptly provide Administrative Agent or its construction consultant with a copy of such change order or
other modification. Administrative Agent's consent shall not constitute any assumption by Administrative
Agent or Lenders of any obligation under the Contract. In addition, Contractor will not terminate, or in
any material respect, modify or amend, the Contract without the prior written consent of Administrative
Agent, provided that Contractor may terminate the Contract because of a default by Owner thereunder to
the extent Contractor has such right in the Contract, provided Contractor has first complied with
Paragraphs 2 and 3 above.

          5.     Contractor acknowledges that the plans (the "Plans") described in the Schedule attached
hereto were prepared by an architect on Contractor's staff or engaged by Contractor to prepare such Plans
(the "Architect). Contractor represents and warrants to Administrative Agent and Lenders that such
Architect is authorized to practice architecture under the laws of the State in which the Property is located
and is familiar with the federal, state, and local laws and ordinances relevant to the construction of the
improvements (the "Improvements") described in the Plans. Architect prepared all of the Plans, or such
Plans were prepared under its supervision and direction, and Architect is responsible therefor. To the best
of Contractor's knowledge, the Plans comply with all applicable laws, including all zoning, building, and
other pertinent statutes, ordinances, rules and regulations. The Plans were prepared in accordance with
customary professional standards of architectural practice for projects similar to the Improvements. The
Plans are complete and adequate for the construction of the Improvements, and there have been no
modifications thereof except as described on the attached Schedule. The Plans have been approved by all
applicable governmental authorities. To the best of Contractor's knowledge: (a) the Improvements, if
constructed in accordance with the Plans, will fully comply with all applicable laws, statutes, ordinances,
codes, rules, regulations, decrees and orders (including but not limited to those relating to access and
facilities for handicapped persons), applicable restrictive covenants and the site plan approved by
Administrative Agent; and (b) the structural design of the Improvements, the proposed method of
construction, the foundation plan, and the materials specified by the Plans for the project are adequate and
appropriate for the contemplated Improvements and for the soil conditions of the construction site.

        6.       Contractor hereby expressly subordinates all contractual, constitutional and statutory
mechanics' and materialmen's liens to which Contractor may be or become entitled, to all liens and
security interests securing the loan contemplated by the Loan Agreement (all indebtedness of Borrower,
Administrative Agent and Lenders evidenced by the Loan Agreement and related loan documents are
referred to herein as the "Secured Indebtedness") and expressly waives any right to remove any
removable improvements from the Property. Contractor hereby expressly waives any equitable lien upon
the loan funds to which Contractor might otherwise be entitled. Contractor acknowledges and agrees that,

CONTRACTOR'S CONSENT AND AGREEMENT (lnlel/icenter Atlanta Investmenls, LLP)                            Page2
4049692.1



R.P. Appx. 161                                     EXHIBIT A
foreclosure of the liens and security interests securing the loan contemplated by the Loan Agreement shall
be fully and automatically effective to cut off, terminate, and extinguish all of Contractor's liens and
claims of any kind against the Property (provided, that, such termination shall not affect any rights that
Contractor may have in any proceeds paid at any foreclosure of the Property in excess of the amount
necessary to pay the Secured Indebtedness in full). Contractor shall require all material subcontracts and
material purchase orders to contain a provision subordinating the subcontractors' and materialmen's liens
to the liens and security interests securing the loan contemplated by the Loan Agreement and expressly
waiving the right to remove removable improvements from the Property.

        7.       As of the date hereof, Contractor has no counterclaim, right of set-off, defense or like
right against Owner or Lenders, and to the best of Contractor's knowledge and belief, the Owner is not in
default under the terms ofthe Contract. Contractor is not in default under the terms of the Contract.

        8.     Nothing herein shall be construed to confer any present benefits on Contractor or to
create any contractual arrangement between Contractor and Administrative Agent or Lenders or to
impose upon Administrative Agent or Lenders any duty to see to the application of the proceeds of the
loan contemplated by the Loan Agreement or to give any notice of any type to Contractor. Contractor
acknowledges that Administrative Agent and Lenders are obligated under the Loan Agreement only to the
Owner and to no other person or entity. Contractor is executing this Contractor's Consent and Agreement
to induce Lenders to advance funds under the Loan Agreement, and Contractor understands that Lenders
would not do so but for Contractor's execution and delivery of this Contractor's Consent and Agreement.

       9.       Contractor shall provide Administrative Agent promptly in each case with (a) any
information Contractor may have regarding defects in workmanship or materials incorporated into or
provided for the project which come to Contractor's attention, (b) Contractor's estimate(s) of the stage(s)
of completion of the project, (c) any deviations or variations in construction of the prqject from the plans
and specifications used by Contractor, (d) any information Contractor may have regarding any defaults by
Owner, or any other contractor or subcontractor under any construction contracts, and (e) any claims of
non-payment by any person furnishing labor or material in connection with construction of the project.

       10.      This Contractor's Consent and Agreement shall bind and benefit Contractor,
Administrative Agent, Lenders and their respective successors and assigns, including Lenders'
Successors, their successors and assigns.

         11.      Any notice for purposes of this Contractor's Consent and Agreement shall be given in
writing and shall be addressed or delivered to the respective addresses set forth below, or to such other
address as may have been previously designated by the intended recipient by notice given in accordance
with this Section and shall be delivered by personal delivery, by nationally recognized overnight courier
service, by prepaid registered or certified United States mail (return receipt requested), or by facsimile.
The notice shall be deemed effective when the receipt is signed or when the attempted initial delivery is
refused or cannot be made because of a change of address of which the sending party has not been
notified; and if transmitted by facsimile or personal delivery, the notice shall be effective when received.
Until changed by notice given in accordance with this Section, the initial respective addresses for notices
are the following:

                  To Administrative
                  Agent and Lender:                  Bank of America, N.A.
                                                     901 Main Street, 21'1 Floor
                                                     Dallas, Texas 75202-3714
                                                     Attention: Real Estate Loan Administration
                                                     Fax No. 214.209.1832

 CONTRACTOR'S CONSENT AND AGREEMENT (Intel/icenter Atlanta Investments, LLP)                          PageJ
 4049692.1



R.P. Appx. 162                                      EXHIBIT A
                 To Contractor:



                                                    Attention:
                                                    Fax No.
                                                               ---------------------------
                                                             ----------------------------
        12.    The provisions of this Contractor's Consent and Agreement cannot be waived, modified
or amended unless such waiver, modification or amendment is in writing and is executed on behalf of
each of Administrative Agent and Contractor.

        13.     Prior to the date hereof, no work of any kind, including the destruction or removal of any
existing improvements, site work, clearing, grubbing, draining or fencing of the Property, has been
commenced or performed on the Property and no equipment or materials have been delivered to the
Property for any purpose whatsoever.

         14.     Neither the Contract, nor any memorandum, affidavit or notice thereof, has been recorded
by or on behalf of Contractor in the county where the Property is located or in any other county. No
affidavit of commencement of construction of any improvements, performance of labor, furnishing of
materials, or providing of specially fabricated materials in connection with the construction contemplated
by the Contract has been executed or filed by Contractor in the county where the Property is located or in
any other county. Contractor will, however, join in the execution of such an affidavit once such work has
commenced in form and substance satisfactory to Administrative Agent.

        15.     Contractor will address to Administrative Agent, naming Administrative Agent as an
additional named party or beneficiary, all certificates, statements, or representations regarding the
completion of the project or any portion thereof.

     16.   THIS CONTRACTOR'S CONSENT AND AGREEMENT AND ITS VALIDITY,
ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY TEXAS LAW (W11HOUT
REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES
FEDERAL LAW.




CONTRACTOR'S CONSENT AND AGREEMENT (lntellicenter Atlanta Investments, LLP)                         Page4
4049692.1


R.P. Appx. 163                                     EXHIBIT A
        EXECUTED this _ _ day of _ _ _ _ _ _ _ _, 2005.

                                                        "CONTRACTOR"




                                                        By:
                                                            ------------------------------------
                                                        Name:
                                                        Title:
                                                               ---------------------------------
                                                              --------------------------------




CONTRACTOR'S CONSENT AND AGREEMENT{lntellicenter Atlanta Investments, LLP)                Signature Page

R.P. Appx. 164                                    EXHIBIT A
                                                 EXHIBIT A

                                                     LAND




CONTRACTOR'S CONSENT AND AGREEMENT(7ntellicenter Atlanta Investments, LLP)   EXHIBIT A

R.P. Appx. 165                                     EXHIBIT A
                                                 EXHIBITB

                                                 CONTRACT




CONTRACTOR'S CONSENT AND AGREEMENT(lntellicenter Atlanta Investments, LLP)   EXHIBJTB

R.P. Appx. 166                                     EXHIBIT A
                           SCHEDULE OF PLANS AND SPECIFICATIONS



Pr~ect:   ________________________________________________________________________

Location: _________________________________________________________________________

Drawing No.
&Page Nos.                                          Description




4049692v2




CONTRACTOR'S CONSENT AND AGREEMENT(lntellicenter Atlanta Investments, LLP)   SCHEDULE

R.P. Appx. 167                                     EXHIBIT A
                                FORM OF ARCHITECT'S CERTIFICATE


     The Prudential Insurance Company ofAmerica

     Prudential Real Estate Investors

     Two Ravina Drive,- Suite 400

     Atlanta, GA 30346

     Attn: Mark W. Seedorff


     Re: 370 I Regent Blvd., Irving TX

     Gentlemen:

                  We understand that you intend to acquire an interest in Intellicenter Dallas
     Investments, LLP, a Delawaie limited liability partnership (the ''Venture"), which Venture
     acquired the real property in Irving, Texas, more particularly described in Exhibit A attached
     hereto (lhe "Land"), and constructed an office building consisting of approximately 199,276 net
     rentable square feet, plus 850 parking spaces (collectively, the "Improvements"), pursuant to an
     Agreement To Acquire Interest, dated January 5, 2006 (the "Commitment"). (The Land and
     Improvements shall be referred to herein collectively as the ''Project''.)

                 We understand that tbe receipt by you of certain written certifications from us is a
                                            to
     condition precedent to your obligation make a capital contribution to the Venture and to
     acquire an interest in the Venture. Accordingly, we hereby certify the following:

     ARCHITECTURE

        1.        We preparedcthe working drawings, a true and complete copy of which is attached
     hereto as Exhibit B (the "Plans and Specifications"). The working drawings describe the
     Improvements completely _and accurately.

        2.        The Project lies in a district designated FWY (Freeway) zoning under the applicable
     zoning ordinance No. 4681, City of Irving Planning and Development Department. The Project,
     if built and used in conformity with the Plans and Spe-Cifications, is in full compliance with such
     zoning ordinances.

        3.        All Improvements contemplated by the Plans and Specifications are permitted by and
     in conformance with all applicable building codes and regulations and all other federal, state and
     local laws, rules and regulations relating to the physical aspects of improvements to !and.

         4.        Based on our observation of the Improvements during their construction and at the
     time all certificates of occupancy were issued, (a) the Improvements as actually built substantially
     conform to the Plans a,nd Specifications, and comply with all Federal, state and local laws, ·rules,
     and regulations relating to the physical aspects of improvements to land, including. without
     limitation, those relating to zoning, building and fire codes, of which we have been made aware


                                                                                                  !855559.2




R.P. Appx. 168
     by the owner, and environmental laws, rules and regulations and (b) no amendment to the
     building permits were required subsequent to April 26, 2006.

        5,        The Project complies in all respects with the Americans with Disabilities Act and all
     rules, regulations and guidelines promulgated in connection therewith.

        6.       Intention~Hy   deleted.

        7.       The specified materials for the Project do not contain asbestos or polychlorinated
     biphenyl (PCB) products or any other hazardous or toxic wastes or substances in violation of
     applicable environmental laws.

       8.       The Projec~ if built in conformity with the Plans and Specifications, is in substantial
     compliance with all conditions and requirements specifically relating to construction and
     development of the Project contained in the following documenls:
     [None]

     LANDSCAPE ARCIDTECTIJRE

             l.       The landscape architects are licensed in the State of Texas. They provided
     landscape architecture design and construction observation services for the site improvements for
     lhe Project. Their involvement included preparing landscape design plans, as noted on Exhibit B.
     In connection with rendering such plans, they perfom1ed such research and made such
     investigations as they deemed appropriate in their professional judgment with respect to such
     plans. They provided limited construction observation services pursuant to our contract. In
     addition, they periodically observed the contractor's progress a.nd procedures during the
     preparation of the site and full course of construction.

              2.      In our professional opinion and based upon our services rendered, the Project's
      landscape improvements (the "Site Improvements") have been designed in compliance with
      applicable federal, stite and local approvals and design standards relating to the Site
      Improvements.

              3. .     Further, the work was completed in a manner compatible with the relevant
      aspects of the Land as understood by the landscap~ architects at the time of design and in
      substantial compliance with their recommendations.

      ENGINEERJNG

                  I.       The civil engineers are licensed in the State of Texas. They provided civil
      engineering design and construction observation services for the Improvements. Their
      involvement has included preparing civil engineering design plans noted on Exhibit B. In
      connection with rendering the Plans, they perfonned such research and made such investigations ·
      as deemed appropriate in their professional judgment with respect to the Plans. They provided
      construction observation sc;;rvices during site preparation and grading prior to beginning
      construction of buildings. In addition, they periodically observed the contractor's progress and
      procedures during the preparation of the site and full course of construction.

                  2.       We hereby represent to you that, in our professional opinion, based upon our
      services rendered, the Project has been designed with respect to the civil engineering aspects in



                                                                                                 1855559.2




R.P. Appx. 169
     compliance with applicable Federal. state and local approvals and design standards relating to the
     site improvements for the lim d.

                 3.       We hereby represent to you tltat the following utilities are connected to the
     Improvements and fully operational: water, electric, sanitary/sewer e.nd telephone. Such utilities
     comprise all of the utilities which were designed by the civil engineers.

                  4.       We have concluded that on the basis of our observations that the contractor
     has completed the Project in substantial conformity with the Plans. Further, the work was
     completed in a manner compatible with the relevant aspects of the Land as understood by the
     civil engineers at the time of design and in substantial. compliance with their recommendations.

                    This letter is being delivered to you as a condition precedent to your making a capital
     contribution to the Venture and acquiring an interest in the Venture. We understand that you and
     the Venture are relying on this letter and that you or the Venture may pursue a claim against us in
     the event that you or the Venture has any loss or damage as a result of facts or circumstances that
     ex.ist at the Project which make any of our certifications incorrect or inaccurate. This letter does
     not constitute, however, a guarantee of the work of the builder ofthe Improvements, and the
     builder and its subcontractors are solely responsible for all construction means, methods,
     techniques, sequences and procedures and compliance with the drawings, specifications and
     contract documents.


                                                    Very truly yours,

                                                      fbn,wvt, ~eM Vht/.            I




     (Attachments)


     EXHIBIT A
     Land


     EXHIBITB
     Plans and Specifications ·




                                                                                                    I 8S55S9.2




R.P. Appx. 170
                                              EXHIBIT A                                                   i
                                                                                                          !
                                 LEGAL DESCRIPTION OF THE LAND                                            II"
                                                                                                          i
    BEING a 14.84 acre tract of land situated in the Jefferson Tilley Survey, Abstract No.
    1474, City ofirving, Dallas County, Texas, and being pan of a tmct of land conveyed to
    The Travelers Insurance Company by deed as recorded in Volume 9 I244. Page 4044 of
    the Deed Records, Dallas County, Texas, and being more particularly described by metes                1
                                                                                                          j
                                                                                                          I
    and bounds as follows:                                                                                ).

    COMMENCING at a 112 inch iron rod found at the new West line of Bcltline Road. said                   i
                                                                                                         ·I
    point being the Northwest comer of a tract of land conveyed to the County of Dallas by                I

    deed recorded in Volume 91189, Page 2171, of the Deed Records of Dallas County,                       I
    Texas, said point also being in the southerly line of Interstate Highway No. 635 (LBJ
                                                                                                          f
    Freeway, a variable width right-of-way):

    THENCE North 71 degrees 07 minutes 55 seconds West, along the southerly line of said                  I
    Interstate Highway No. 635 (LBJ Freeway), a distance of 518.07 feet to a 1/2 inch iron
    rod found for comer;
                                                                                                          I
    TITENCE North 61 degrees 27 minutes 23 seconds West, continuing along the southerly                   1-
    1inc of said Interstate Highway No. 635 (LBJ Freeway) , a distance of 26.87 feet to a 1/2
    inch iron rod found for comer, said point being the POINT OF BEGINNING, same poinl
    being the Northwest comer of a tract of land conveyed to SMPD-TEXAS-lRVING-203,
    LLC by deed as recorded in Volume 2003066, Page 01481, Deed Records, Dallas
    County, Texas, said point al~o being the Northeast comer of said 14.83 acre tract of land
    being described;

    THENCE South 28 degrees 32 minutes 37 seconds West, departing the southerly line of
    said Interstate Highway No. 635 (LBJ Freeway) and along the common line of srud
    SMPD-TEXAS-IRVING·203, LLC tract and said 14.83 acre tract of land being
    described, a distance of 775.69 feet to a 112 inch iron rod set for comer, said point being
    in the northeasterly line of Regent Boulevard (a variable width right-of-way) according to
    the plat thereof recorded in Volume 85244, Page 3298, Map Records, Dallas County,
    Texas, said point being the Southeast comer of said 14.83 acre tract of land being
    described, said point also being the Southwest corner of a tract of land conveyed lo
    SECOND CENTURY INVESTMENTS by deed as recorded in Volume 2003066, Page
    01466, Deed Records, Dallas County, Texas, same point being the beginning of a curve
    to the right having a radius of900.00 feet a delta angle of22 degrees 59 minutes 22
    seconds, and a chord hearing and distance of North 56 degrees 37 minutes 34 seconds
    West, 358.70 feet;

    THENCE in a northwesterly direction continuing along the said curve to the right an arc
    distance of361.12 feet and 10 a 112 inch iron rod found for corner;

    THENCE North 45 degrees 07 minutes 53 seconds West, continuing along the
    northeasterly line of said Regent Boulevard, a distance of I 19.07 feeL to a 112 inch iron

 Exhibrt A-Legal Description of th_e Land                                                        Page1
 Dallas 1270791_2 5554.38        •




R.P. Appx. 171
                                                                                                        ·I
                                                                                                          I.
                                                                                                          I
                                                                                                          I
                                                                                                          I
    rod found for ~;orner. said point being the beginning of a curve to me right having .a radiu."i       l
    of 607.74 fee[ a delta angle of 40 degree.'> 07 minute~ 46 second.t;, ~nd a chord hearing and       'j•
    distance of Nolih 25 degrees 04 minutes 00 second::: v,:esl, 417.01 feel;                             '

   11-JENCE in a northweslerly direction continuing along [he said curve to the righl an arc
                                                                                                          t.
                                                                                                          r
   distance of 425.66 feet and to a 112 inch iron rod found for corner:                                   !
                                                                                                          l
    THENCE North 05 degrees 00 minutes 07 seconds West, continuing along the
    northea.o.:lerly line of !>aid Regenr Boulevard, a distance of 337.64 feet to a 1/2 inch iron
    rod found for corner, said point being the beginning of a curve to the left having a radius
    of70g_50 feet a de1ta angle of34 degrees: 03 minutes 09 seconds, and a chord be3fing and
    di<il.rut-ee. of North 21 degrees 57 minutes 59 seconds West, 4 I4.91 feet;
                                ·,.

    THENCE in a northwesterly direction continuing along me ~id curve to the right an nrc
    distance of 421.08 feet and to a 112 in~h iron rod found for comer, said point being the
                                                                                                         I
                                                                                                        • I



    Northwest comer of said 1.4.83 <~ere trnct of land being described and being in the                  I!.
                                                                                                          j,
    southcdy line: of said Intenmue Wghway No. 635 (LBJ Frccwa)'}:

    THENCE South 45 degrees 07 minutes ?:I se<:ond$ East, along the southerly line of said
    [nt~rsrate Highway No. 635 (LBJ Frc~wny), n disrance of 286.79 feet to a 112 inch iron
                                                                                                         I
                                                                                                         I
    rod follnd for corner;

    THF....NCE South 61 degrees 27 ntinutes 23 seconds East, c:ontinuing along the southerly
    Hn~:- of said 1..1\terstate Highway No. 635 (LBJ Freeway) , a distance or 1038,95 feet to the        !
    POJN1' or: BEGINNING and containing. 646.585 square feet or 14.84 acres of computed
    land.




                                 -·




 Exhibit A-Legal Description of the Land                                                        Page2
 Dallas 1270791_2 5554.38




R.P. Appx. 172
                                                       EXHIBIT 8- DALLAS

                                                                Drawing List
lntellicenter ~ Dallas
3701 Regent Blvd.
Irving, Texas 75063

                                                                                                   I
Number
Drawing
Civil

C1
                      Title

                      Cover Sheet
                                                                                   Rev Date

                                                                                   3/2612007
                                                                                                  I
                                                                                                 .I
C2                    Grading Plan                                                 312612007       I
C3                    Underfloor Gmding Plan                                       312612007

C4                    Drainage Area Map                                            312612007
C5                    Storm Sewer Plan                                             $126.12007

C6                    Storm Sewer Profiles                                         3126.12007

C7                    Utility Plan                                                 312612007

C8                    Palling Plan                                                 31:2.6/2007

C9                    Tum Lane Plan                                                31:2.612007

C10                   Tum Lane Plan and Details                                    312612007

en                    Paving Details                                               312612007

C12                   Erosion Control Plan                                         3126120(JT

C13                   Erosion Control Details                                      312612007      ,.
C14                   CUy of Irving Storm Water Pollution Prevention Methods       518f2006
                                                                                                  !'I
C15                   City of Irving Storm Water Pollullon PrevenUan Delalls      51812006
                                                                                                 I
C16                   City of Irving Storm Sewer Delalls                          3.126.12007

C17                   Clty of Irving Inlet Details                                 312612007

C18                   City of Irving Trench Embedment, Sacldlll, and Pavement      312.&12007
                      Repair Delails

C19                   City of Irving Details for Trench Sheeting, Shoring,        312612007
                      Sloplll!J for Trenches over 5' Deep

C20                   Ctty of Irving Water and Sanil;uy Sewer Delalls            . 312612.007

C21                   City ollrlllng Sanitary Sewer Derails                       312612007


Architectural

Cover                 Cover                                                       312612007

AQ-QO                 Project Information                                         312612007

INDEX                 Drawing Index                                               312612007

A0-01                 Ufe 8alety Plans & Code Data                                3126/2007

A{}-()2               Rated Structure Plans                                       312612007


                                                                             1



  R.P. Appx. 173
                                                                          Il
                                                                        -I
AD-03     UL Assemblies                                   312612007       I1
                                                                           I


AHJ1      A~l'litectural   Sire Plan                      312612007
                                                                          j
A1-o2     Enlarged Site Plans and Details                 312612007       !·
                                                                          i
A2-D1

A2-D2
          Overall Crawl Space and First Floor Plans

          Overall Second and Thln:f Floor Plans
                                                          312612007

                                                          S/2&'2007
                                                                          ii
                                                                          ~
A2-D3     Overall Fourth Floor and Roof Plans             3126/2007

A2-11     Partial First Floor Plan                        312612007

A2·12     Partial First Floor Plan                        312612007

A2·21     Partial Second Roor Plan                        312612007

A2·22     Partial Secom:l Floor Plan                      '3/2612007

A2~1      Partial Third Floor Plan                        3126/2007

A2~       Partial Third Floor Plan                        312612007

A2-41     Partial Fourth Floor Plan                       3126/2007

A2-42     Partial Fourth Floor Plan                       '312612007

A2-51     Partial Roof Plan                               312612007

A2-52     Partl!ll Roof Plan                              312612007

A2-53     Roof Details                                    312612007

A2-54     Roof Details                                    3126/2007

A3-01     Overall Elevations                              :3126J2007

A3-02     Enlarged Elevations                             :312Eif2007

A3-03     Enlarged ElevatiOrtS                            312612007       I.l
                                                                          I
                                                                          I
A3-D4     Enlarged Elevatioi'IS                           :312612007

A3-05     Enlarged Elevations                             312612007

A3-10     Building Secl.lortS                             312612007

A3-11     Building Sections                               3126/2007

A4-01     Enlarged Plans, Tolle! Rooms & Lobby            3126/2007

A5-00     Interior Elevations, TypicallnformaUon          312612007

A5-D1     Interior Elevations, Lobby                      312612007

A5-D2     Interior Elevations, Toilet Rooms               '3/26/2007

A5-D3     Interior Elevations Elevator Cabs               312612007

AB-11     Partial First Floor Ceiling Plan                312612007

AB-12     Partial First Floor Celllng Plan                312612007

AB-21     Partial Second Floor Ceiling Plan               312612007

AS-22.    Partial SIICOnd Floor Ceiling Plan              312612007

A6-{)1    Partial Third Floor Ceiling Plan                3126/2007

A6-3Z     Partial Third Floor Ceiling Plan                312612007

As-41     Partial Fourth Floor Ceiling Plan               312612007



                                                      2


  R.P. Appx. 174
                                                                                             j
                                                                                             l
                                                                                         !
                                                                                             1-I
                                                                                             I
A6-42        Partial Fourth Floor Ceiling Plan                            &'2612007          t
                                                                                         !
AHJ1         Elevator Plans & Sections                                    312&'2007      '
A7-(J2       Elevator Secliol'l!!                                         3126f2007      'j
                                                                                             ~
A7-(J3       Elevator Delalrs                                             312612007      i
A7-11        Stair 1 Sections & Plans                                     3126l2007      I
                                                                                         i   ~
A7-11A       Stair 3 Section & Plane                                      312612007

A7-12        Stair 2 Sections & Plans                                     3126/2007
                                                                                        'l
A7-13

AS-01
             Stair Details

             Wall Sections
                                                                          3126/2007

                                                                          &'2612007
                                                                                         l
                                                                                         I
AB-02        Wall Sections                                                312612007

AB-03        Wall Sections                                                312612007

AB-04        Wall Sections                                                312612007
A9-111       Partition Types and Details, Door & Frame Types & Oetails    312612007

A9-02        TYP Window Details                                           312.612007

A9-03        Window frame Types                                           312612007

A9-10        Plan Details                                                 312612007

A9-11        Plan Delalls                                                - 312612007

A9-20        Exterior Details                                             312612007

A9-21        Exterior Details                                             312612007

A9-22        Exterior Details                                             312612007      I
A10-n1       lnterloc Delails, Toilet Rooms

             lnter1orDetaJis, 1st Level Lobby
                                                                          312612007
                                                                         - 312612007
                                                                                         li
AHHJ2                                                                                    I


A1ll-03      Interior Details, 2nd Level Lobby                            312612007      I-
A11-11       Partial Finish Plans, First Floor                            3(26/2007

A11-12       Partial Finish Plans, First Floor                            312612007

A11·21       Partial Finish Plan, Seeood Floor                            312612007

A11·22       Partial Finish Plan, Secolld Floor                           312612007

A11-31       Partial Finish Plan, Third Floor                             312612007

A11-32       Partial Rnlsh Plan, Third Floor                              312S/2007

A11-41       Partial Rnlsh Pian, Fourth Floor                             312612007

A11-42       Partial Finish Plan, Fourth Floor                            3121?.12007

Structural

51-01        General Notes                                                312612007

51-02        Typical Sections & Delails                                   3/2612007

S1-Q3        Typical Sections & Details                                   312612007
51.{)4       Typical Sections & Details                                   312.612007

52..()1      Partial Pier Plan                                            3126/2007


                                                               3



  R.P. Appx. 175
                                                                              II

                                                                           I
                                                                          l
S2.-Q2            Partial Pier Plan                        3126120()7         j
S2-Q3             Deck Plan                                312612007      ,I.
                                                                         . I
52·11             Partial Foundation Plan                  312612007
                                                                          1
                                                                              I
52-12             Partial Foundation Plan                  312612007       i
S2-21             Partial Second Floor Framing Plan
                                                                           j
                                                           312612007
                                                                          j.
52-22             Partial Second Floor Framlfl9 Plan       3/26J2.007     J

S2-31             Partial Third Floor Framing Plan         3/26J2007

S2-32             Partial Thlrd Floor FramTng Plan         312612007
92.-41            Partial Fourth Floor Fmmlfl9 Plan        312612007
52-42             Partial Fourth Floor Framing Plan        312612007

52-51             Partial Roof Fr.amlng Plan               312.612007

52-52             Partial Roof Framing Plan                312812007

S3-o1             Foundation Section and Details           312612007

83--02            Foundation Section and Detall9           312612007

S3-Q3             Foundation Section & Details             312612007

S4-01             Framing Section & Oatalls                312612007

S4-Q2             Framing Section & Details                312612007      l
84-03             Framing Section & Oalalls                312612007     -I

54-04             Framing Sectlon & Oelalls                312612007

55-01             Column Schedule & Oetalls                312612007

S6-01             arace ElevaUon & Details                 312612007

Tilt Up

T1-11             Partial Panel Layout Plan                3126f2007

T1·12             Partial Panelt.ayout Plan                312612007

T2-11             Typical Sections & Details               312612007

T3-11             Tilt-Up Wall Elevations                  312612007

T3-12             lilt-Up Wall Elevations                  312612007
r3-13             TilHJp Wall Elevations                   312612007
13-14             lilt-Up Wall Elevations                  312612007

T4-11             Relnfort:ing Details                     312612007

T4-12             Relnlort:in g Details                    312612007

Fire Prolection


Sheet 1 of 10     Site Plan                                :111:312007

Sheet 2of 10      Level1 -East Wing                        311312007

Sheel3of10        Lavel1 -West Wing                        311312007

Sheat4 of10       Leve12 • East Wing                       a/1312007


                                                       4



 R.P. Appx. 176
Sheet5of10       Leve12 -Wesl Wing                                        311312007
                                                                                            I

Sheel6 or1o      Level 3 - East Wing                                                       I
                                                                          3/1312007

Sheel7 of 10     Level 3 - Wesl Wing                                      311312007     I
Sheet 8 of 10    Leve14- East Wing                                        311312007        !.
Sheet 9 of10     Level 4- West Wing                                       311312007
                                                                                        l  1

                                                                                        I
                                                                                        I'
Sheet 10 of 10   Details                                                  311312007

Mechanical
                                                                                        i
M2.11            Partial First Floor Plan· Mechanical                     1/2512007

M2.12            Penial First Floor Plan- Mechanical                      1/2612007

M2.2.1           Partial Set~Jnd Floor Plan - Mechan!cal                  112612007

M2.22            Partial Second Floor Plan - Mechanical                   1/2612007

M2.31            Partial Third Floor Plan- Mechanical                     1/2612007

M2.32            Partial Third Floor Plan - Mechanical                    1{2612007

M2.41            Partial Fourth Floor Plan -Mechanical                    1126/2007     I.
M2.42            Partial Fourth Floor Plan- Mechanical                    1/26/2007

MEP2.51          Partial Roof Plan· MechanlcaliEiectricallf'lumbing       1/26/2007

MEP2.52          Partial Rocf Plan • Mechan!cal/EiectricalfPiumbing       112M!007     I
M3.01
                                  .
                 Partial Floor Plans • MechaniC<>~                        1/2612007
                                                                                       I
                                                                                       I
M3.02            Partial Second Floor Plans - Mechanical                  1126/2007

M3.03            Partial Third Floor Plans- Mechanical                    112&2007     I
M3.04            Partlel Fourth Floor Plans - Mechanical                  1/2612007

M4.02            Mechanical Details                                       1/26l2007

Plumbing
                                                                                      ·I.
                                                                                       I
P2.01            Partial Underfloor Plan- Plumbing                        1/26/2007

P2.02            Partial Underfloor Plan· Plumbing                        1/26/2007

P2.11            Partlal First Floor Plan • Plumbing                      1/2612007

P2.12            Partial FirSt Floor Plan- Plumbing                       112612007

P2.21            Partial Second Floor Plan- Plumbing                      112612007

P2.22            Partial Second Floor Plan· Plumbing                      112612007

P2.31            Partial Third Floor Plan· Plumbing                       1/2612007

P2.32            Partial Third Aoor Plan· Plumbing                        1!26/2007

P2.41            Partial r=:ourth Floor Plan • Plumbing                   112612007

P2.42            Partial Fourth FIOOl' Plan- Plumbing                     1/26/2007

P3.01            Partlal Enlarged Plans- Plumbing                         1/26/2007

P3.02            Partial Enlarged Plans -'Plumbing                        1/2612007

P4.01            Plumbing Riser Dlagmms                                   112812007


                                                                      5


 R.P. Appx. 177
Electrical
E1.01           SHe PJan EJectrlca:J                         319/2007

E2.11           Firs! Floor Plan Elec\rical                  3/912.007   1I
E2.12           Partial First Roor Plan Electrical           31912007
                                                                         !
                                                                         1-
E2.21           Partial Second Floor Plan Electrfcal         3/912007    I"
                                                                         I.
E2.22           Partlal Second Floor PI an Electrical       . 3/912007   I

E2.31           Pe.rtial1111rd Roor Plan Electrlcal          319/2007

E2.32           Partial Third F109r Plan Electrical          31912007

E2.41           Partllll Fourth Floor Plan Eleclrical        3/912007

E2.42           Partial Fourth Roor Plan Electrical          31912007
E4.01           Single Una Electric:al                       319/2007
E4.02           Details Electrical                           3/9/2007

E4.03           De\ails Electrical                           319/2007

ES.01           Electrical Sch&dules                         31912007

ES.02           Electrical Schedules                         31912007
E5.03           Electrical Schedules                         31912007

E5.04           Electrical Schedules                         31912007
E5.05           Electrical Schedules                         31912007

ES.06           Ugh\ing FIXtUre Schedule                     319/2007

EL.2.11         Partial Firs! Floor Plan UghUng              31912007

EL.2.12         Partial Frrst Aoor Plan Ughting              31912007

EL2.21          Partial Second Floor PJan Ughtlng            319/2007

El2.22          Partial Second Floor Plan Ughtlng            3f912007

EL2.31          Partial Third Floor Plan Ughting             31912007

El2.32          Partial Third Floor PlanJ,.Ighting           31Sl2007

EL2.41          Partial Fourth Floor Plan UghUng             3/S/2007

El.2.42         Partial Fourth Floor Plan Ughtlng            31912007

Landscape & Irrigation


LC1.1           General Notes & MataJials Schedule           4116106

LS 1.1          Overall LBndscape Sitewoli< Plan             4118106

LS 1.2          Sitewor1< & Paving Enlargements              4118106

L$2.1           Srtework Datalls                             4118f06

LP 1.1          Planting Plan                                4118100

LP 1.2          Planting Entry Enlargement                   4118106

LP 1.3          Planllng Entry Enlargement                   411at06

LP2.1           Planling DelaDs                              4118106

ll1.1           Overall Landscape lrrrigation Plan           4/1&06

                                                        6



 R.P. Appx. 178
R.P. Appx. 179
052.10    Steel Jolsts                            1012112005    6 Pages

05310     Steel Peel<                             1012112005    2Pages      l
                                                                            I

                                                                7 Pages
                                                                            l
05500     Metal Fabi!calions                      1012112005                i
                                                                            :j.
05511     Metal Stairs                            1012112005    8Pages

                                                  10121/2005    8 Pages
                                                                            !·!.
05521     Pipe and Tube    Rallfr~g
                                                                            i
05811     ArchiteciUral Joint System              10121/2005    6 PagtJs    i
                                                                            I
                                                                            [.
06100     Rough carpentry                         10121/2005    5 Pages     t
06402

07170
          Interior Archlteclural Woodwori<:

          Bentonite waterproofing
                                                  10121/2005

                                                  1012112005
                                                                S Pages

                                                                5 Pages
                                                                            l
07210     BulldlllQ Insulation                    1012112005    7 Pages

07412     Metal Wall Panels                       1012112005    9 Pages

07540     Thermoplastic Membr.ma Roofing          10121/2005    6 Pages

07620     Sheet Metal Aashing and Trim            10121/2005    5 Pages

07720     Roof Accessories                        at22/2006     3 Pages

07811     Sprayed Rre- Resistive Materials        1QI2112005    5 Pages

07842     Flre Resistive Joint Systems            10/2112005    4Pages

0792.0

08110
          Jolnt Sealants

          Steel Doors and Frames
                                                  2/27/2006

                                                  10121/2005
                                                                7 Pages

                                                                5Pages
                                                                            II
08125     Interior Aluminum Frames                1012112005    4 Pages     I
082.11    Flush Wood Doors                        10121/2005    4Pages     ·I:
08311     Access Doors                            10/2112005    5 Pages

08331     Ovemead Colling Doors                   10/21/2005    4 Pages

08410     Aluminum Enhances and Storefronts       10121/2005    10 Pages

08470     Ravolving Entrance Doors                10/2112005    7 Pages

0862.0    Unit Skylights                          1012112005    3 Pages

08710     Door Han:lware                          6/1:Y2006     18 Pages

08711     Door Schedule                           612212006     7 Pages

08800     Glass & Glazing                         1012112005    7 Pages

08830     Mirrors                                 10121/2005    5 Pages

08911     Glazed Aluminum Curtain Wall            10121/2005    9 Pag99

09000     Material Legend                         6/22/2006     2 Pages

092.53    Gypsum Sheathing                        10/21.12005   3 Pages

09280     Gypsum Board Assemblies                 10121/2005    14 Pages


                                              8

                                                                           J-

  R.P. Appx. 180
09265    Gypsum Boartl Shatt-Wall Assemblies                           10/21/2.005   5Pages

09310    Ceramic Tile                                                  10/2112.005   7 Pages

09402    EpoxyTerrazo                                                  10121/2005    5 Pages

09514    Acoustlcal Pan Ceilings                                       1012112005    4 Pages

09653    Resilient Wall Base                                           10121/2005    4 Pages

09671    Resinous Flooring                                             10127/2005    6 Pages

09861    Cwpetlile                                                     1012112005    3 Pages

09912    Painting                                                      10/21/2005    9 Pages

09950    Wall Covering                                                 9/112006      2 Pages

09970    Special Wall Surfaces(Flberglass Reinforced Plastic Panels)   1012112005    4 Pages

09980    Special Coatings lor Concrete Surfaces                        612212006     6Pages

10155    Toilet Compartments                                           712812006     2Pages

10270    Access Roofing                                                10121/2005    6 Pages

10520    Flre Protection Specialties                                   10/2.1/2005   5 Pages

10801    Toilet and Bath Accessories                                   612212006     2Pages     I.
11160    Loading Dock Equipment                                        10121/2005    5Pages     !


12491    Horizontal Blinds                                             1012112005    3 Pages

14240    Hydroullc Elevators                                           2127/2006     SPages

15010    Basic Mechanical Requirements                                 1/1912006     4 Pages

15071    Mechan[cal\libratlon Controls                                 1/19/2006     4 Pages

15075    MechanlcalldentiHcatlon                                       1/19/2006     4 Pages    I,.
15081     Ducllnsu~tlon                                                1/1912006     B Pages

15083    Pipe   lnsu~Uon                                               1/1912006     10 Pages

15100     Valves                                                       1/19r.!006    B Pages

15135    Moten;; and Gages                                             1/19/2006     4 Pages

15140    Hangers and Supports                                          1/1912006     4 Pages

15300     Rre Suppression Plping                                       1/19/2006     14 Pages

15411     Water Distribution Piping                                    1/19/2006     8 Pages

15420     Drainage and Vent Systems                                    1/19/2006     7 Pages

15440     Plumbing FIXtUres                                            1/19/2006     4 Pages

15453     Plumbing Pumps                                               1{19/2006     4 Pages

15460     Water Heaters                                                1119/2000     3 Pages



                                                            9



 R.P. Appx. 181
15730    Section Packaged Rooftop Air Condltionlng Units         1/1912006    10 Pages

15838    Power Ventilators and Exhaust Fans                      1/1912006    7Pagas

15883    Variable Frequency Drives                               1/1912006    5Pagas      l
15891    Melal DuelS                                             1/1912006    BPages      I
                                                                                         - j·
                                                                                           I
15910    Duct Accessoiies                                       - 1/19/2006   6Pagas

15932    Air OuUets and Inlets                                   1/f9/2006    3Pages

15933    Air Terminals                                           1/1912.000   4Pages
                                                                                          1-
15970    Automatic COntrols                                      1317/2006    32 Pages

15990    Testing, Adjusting, and Balancing                       1/1912006    7 Pages

15995    Commissioning                                           1/1912006    5 Pages

16010     Basic Electrical Requirements                          1/1912006    4 Pages

16110     Raceways                                               111912006    sPeges

16120    Wires and Cables                                        1/1912006    3Pages

16135     Cablnels, Boxes, and Flttlngs                          1/1912006    5 Pages

16143    Wiring Devices                                          111912006    4Pages

16170     Circuit and Motor Disconnect Switches                   1/19/2006   2Pages

16190     Circuit and Motor DisconnBCI Switches                  1119/2006    4 Pages

16195     Electricalldentificallon                               1/19/2006    3 Pages

16420     Service Entrance                                        1/1912006   4Pages

16425     Switchboards                                           1119/2006    6 Pages

16452     Groundlng                                              1/1912006    5 Pages

16460     Transformers                                           1/19/2006    3 Pages

16470     Panelboards                                            1/19/2006    4 Pages

16471     Tf'!lllslent Voltage Surge Suppressors                 1/1912006    4Pages

16475     Overrurrent Protective Devices                         1/19/2006    5 Pages

16481     Motor Controllers                                       1/1912006   4 Pages

16515     Ughtlng                                                1/19/2006    6 Pages

16670     Ughtnlng Prolaction Systems                            1/1912006    3f'ages

16721     Fire Alarm Systems                                     1/1912006    7 Pages




                                                           10


 R.P. Appx. 182
 ~ """f MUNSCH           HARDT                                                                  3$00 Lincoln Pla<:3
                                                                                               500 N, Akard Street
)._ ..... KOPF & HARR PC                                                                 Dallas, Texas 75201-6659
                                                                                               Main 214.855.7500
            ATTORNEYS & COUNSELORS
                                                                                                !"ax 214.855.7584
       DALLAS I HOUSTON jAUSTtN                                                                        munsch.com


                                                                                            Oirect Diai214.855.75S9
                                                                                             Direct Fax 214.978. 4378
                                                                                            gooschese@munsch.com



                                             September 13, 2013

Clayco, Inc.
Attn: Tom Sieckhaus
2199 lnnerbelt Business Center Drive
St. Louis, MO 63114

         RE:       Agreement between Owner and Contractor dated May 19, 2006 ("Contracn, by and
                   between lntellicenter Dallas Investments LLP ("Owner''), and Clayco, Inc.
                   {"Contractor"), for the design and construction of a four story office building consisting
                   of approximately 211,637 gross square feet located at 3701 Regent Boulevard, Irving,
                   Texas ("Project").

Dear Mr. Sieckhaus:

         This law firm serves as litigation counsel to Owner. As Owner previously advised by email and
a phone call to Contractor's authorized representative, Owner recently discovered shear cracks in the
tilt wall panels at the Project. Owner retained a structural engineer to evaluate the cause of the
cracks, and, after investigating the cracks, the engineer concluded that the cracking occurred because
of insufficient shear friction reinforcing above the openings. Additfonally, the engineer noted the
flextural reinforcing appears to be inadequate below the girders along the east and west ends of the
building. Project was not designed pursuant to applicable codes and that the design failed to comply
with the requirements of the Contract's construction documents. I am enclosing a copy of the
engineer's report for your review.

        Pursuant to its rights and remedies under the Contract and applicable law, Owner is hereby
demanding Contractor complete, repair and/or replace the recently discovered incomplete and/or
defective work immediately. To the extent Contractor requires access to the Project, please contact
Mike Rosamond, 8115 Preston Road, Suite 700, Dallas, Texas 75225; Phone: 214 696 7826 (Direct);
214 957 6075 (Cell); email: mike.rosamond@kdc.com.

        Additionally, under the Contract, Contractor was required to secure errors and omissions
policies for the design professionals which named Owner as an additional insured. Please provide the
Certificates of Insurance to Owner upon receipt of this letter so that proper notification can be made
under the terms of those policies.

        Please be advised that Owner's investigation rs ongoing and that Owner may discover
additional errors and omissions and incomplete failures to comply with the terms of the Contract.
Nothing in this letter is intended to limit or waive or estop Owner from asserting its legal rights or
remedies and any and all rights and remedies are herein reserved.

       To the extent that you would Hke to discuss this matter in further detail, please don't hesitate to
contact me.




MHDocs 4694265_1 5554.38
   R.P. Appx. 183
Clayco, Inc.
Attn: Tom Sieckhaus
September 16, 2013


                                      Sincerely,




                                      Greg Noschese
GCN:Id



c:       Ron Rolfes (via email)
         Scott Ozymy (via email)
         Mike Rosamond (via email)
         David CoBgado (via email)
         Amy Altshuler (via email)
         Ben Ochoa (via email)
         Justin Chapman (via email)




MHOocs 4$94265_1 5554.38
     R.P. Appx. 184
                       MCHALE ENGINEERING, INC.
                               2000 AVENUE G          SUITE 800             PLANO, TEXAS 75074
                                               (972) 423-$908   FAX {972) 424-8100




 September 10,2013


 Mr. Mike Rosamond
 KDC Real Estate Development and Investment
 8115 Preston Road, Suite 700
 Dallas, TX 75225


 Re:    lntelllcenter Dallas
        3701 Regent Boulevard
        Irving, TX


 Dear Mr. Rosamond:

Per the request of James Williams, the exterior tilt*wall panels at the referenced project were reviewed on
August 29, 2013. The review was strictly visual and was limited to the exterior tilt-wall panels. The purpose
of this review was to provide a general assessment of the reported cracks in the tilt-wall panels. A review of
the construction documents for the building was also conducted.

The following documents were made available for review.

1. Geotechnical report prepared by Reed Engineering, Report Number 12567, dated September 9, 2005.

2. Structural drawings prepared by Alper Aud!, Inc., Record Drawings dated 3~26-07.


The project consists of a four story office building. The exterior facade consists of load bearing concrete tilt-
wall panels. The roof is framed with steel joists and beams. The first, second, third and fourth floors are
framed with composite steel beams with a steel deck and concrete slab. The exterior tilt-wan panels and
interior columns are supported on auger excavated reinforced concrete piers bearing in a deeper shale
stratum. The project is estimated to be approximately five (5) years old. The building is assumed to face
south.

Observations

The tilt-walls panels span four stories high. Each of the thirty (30'.. 0) foot wide panels has two ten (10'..0) feet
wide openings at each floor. The floor purlins are connected to the panels along the north and south sides
of the building. The main ftoor girders connect to the tilt~wall panels along the east and west sides of the
building. Most of the beam connections occur just above an opening.

Cracks were found in the tilt-wan panels along the north and south sides of the building. These cracks occur
below the windows at the first flo'Or, second, third and fourth floors. The cracks generally appear to align with
the location of the floor purlins. Cracks can also be found along the east and wests ides of the building near
the location where the girders connect to the tilt wall panels. The cracks vary from hairline to 1/16" in width.
Some evidence of previously repaired cracks was noted.

No evidence of foundation movement was found In the tilt-wall panels. No separation of the panel joints was
noted, which is usuaUy an Indication offoundation movement. No significant deflection ofthe tilt~wall panels
was noted.




   R.P. Appx. 185
 September 101 2013                                                                                  Page 2

 Mr. Mike Rosamond
 KDC Real Estate Investment and Development


 tntellicenter Dallas
 3701 Regent Boulevard
 Irving, TX


 A review ofthe design ofthe tiltMwall panels was performed based on the 2000 International Building Code,
 American Concrete Institute· "Building Code Requirements for Structural Concrete 318-02" and ASCE -7
 "Minimum Design Loads for Buildings and Other Structures". The International Building Code was referenced
 on Record Drawing Sheet S1..01 as the code standard. The deslgn floor loads were indicated on the Record
 Drawings as a total Dead Load of80 pounds per square foot and total Live Load of 100 pounds per square
 foot The review of the design of the panels was based on these loads.

The record drawings specify the panel reinforcing on Sheets T4-11 and T4-12. The drawings indicate that 1-#5
were to be installed above and below each opening on each face of the panel. This appears to be typical
reinforcing for all of the panels. At locations were the floor purlins and girders are connected to the panel
above the openings, it does not appear to be adequate to meet the requirements ACI318 Section 11.7 for shear
friction reinforcing. This condition is particularly acute below the first floor where the bottom of the beam
connection occurs just 1'·7 above the bottom of the panel. At the second, third and fourth floors, the bottom
ofthe beam connection occurs 1'-11 above the bottom of the panel. However, at all locations where the purlin
or girder are located above the openings there does not appear to be sufficient shear friction reinforcing. In
addition, there does not appear to be sufficient flexural reinforcing below the girder connections on the east
and west ends of the building at the locations where the girders connect to the panels above the windows.

In my opinion, the cracking that occurs in the tilt-wall panels occurs because of insufficient shear friction
reinforcing above the openings. In addition, the flexural reinforcing appears to be inadequate below the
girders along the east and west ends ofthe building. Further investigation may reveal other areas of concern
after additional information is provided.

This concludes this report, if I can be of any further assistance or if there should be any questions, please
do not hesitate to call. This report is based on the observed conditions on this date, which are subject to
change.

Sincerely,
MCHALE ENGINEERING, INC.




Gary B. McHale, P.E.

Attachments: Photographs




  R.P. Appx. 186
             Photograph Number 1 ~ Typical Panel Cracking Along North Side




            Photograph Number 2 • Typical Panel Cracking Along North Side



R.P. Appx. 187
            Photograph Number 3 • Typical Panel Cracking Along North Side




            Photograph Number 4 ·Typical Panel Cracking Along North Side



R.P. Appx. 188
            Photograph Number 5   w   Typical Panel Cracking Along North Side




            Photograph Number 6 • Typical Panel Cracking Along North Side



R.P. Appx. 189
            Photograph Number 7 - Typical Panel Cracking Along West Side




           Photograph Number 8 ~Previously Repaired Crack Along North Side



R.P. Appx. 190
            Photograph Number 9 ·Typical Panel Cracking Along South Side




            Photograph Number 10 ·Typical Panel Cracking Along North Side




R.P. Appx. 191
                        AMERICAN ARBITRATION ASSOCIATION
                            Construction Industry Arbitration

INTELLICENTER DALLAS                          )
INVESTMENTS LP,                               )
                                              )       Case Number: 01-14-0001-0249
       Claimant,                              )
                                              )
v.                                            )
                                              )
CLAYCO, INC., et al.                          )
                                              )
       Respondents.                           )


           RES.PONDENTS' OBJECTION , RESERVATION OF RIGHTS                           ND,
                SUBJECT TO AND WITHOUT WAIVER OF THE
                        THEIR ANSWERING STATEMENT

       Respondents Clayco, Inc. ("Clayco") and FS Architecture ("FS") (Clayco and FS are

hereinafter collectively referred to as "Respondents") submit their Objections, Reservation of

Rights and, Subject to and without Waiver of the Same, their Answering Statement, and state as

follows:

           RE PONDENTS' OBJECTIONS AND RESERVATION OF RIGHTS

       Respondents affirmatively asserted their respective rights to seek the dismissal of

Claimant Intellicenter Dallas Investments LP's arbitration complaint/demand (the "Demand"),

pursuant to§ 150.002(e), TEX. C!v. PRAC. & REM. CODE, in the 160th Judicial District Court of

Dallas County, Texas, Cause No. DC-15-02018 (the "Lawsuit"). Section 150.002(d) expressly

excuses a defendant (in a judicial or arbitration proceeding) who seeks dismissal pursuant to §

150.002(e) from filing an answer to a complaint against it, and by implication (if not expressly),

it further excuses such a defendant from participating in litigation on the merits of such a

complaint until the § 150.002 dismissal issue is resolved, and all expressly authorized

interlocutory appeals, under§ 150.002(f) have been fully exhausted.



R.P. Appx. 192
        Because Respondents affirmatively exercised their statutory rights to seek dismissal of

the Demand, which is their response to the Demand, Respondents object to the imposition by the

American Arbitration Association of a deadline for filing an answer to the Demand because they

are statutorily excused from doing so. Respondents also object to the imposition of any other

deadlines that advance the litigation of the Demand, on the merits, prior to a final disposition of

the § 150.002 dismissal request, by appeal or otherwise.

        Subject to the above-stated objections and without waiver of the same, Respondents'

following Answering Statement, including their assertion of denials and affirmative defenses to

Claimant's Demand, are expressly subject to a full reservation of rights with respect to

Respondent's position ("Reservation of Rights") that the American Arbitration Association

("AAA") may not take any further action in this matter during the pendency of the lawsuit

commenced by Respondents in the Lawsuit, in particular prior to the final disposition of their §

150.002(e) dismissal request, via final appeal, unless and until expressly ordered to do so by a

court. Specifically, while the Lawsuit is pending, the AAA has no authority to act with respect

to this matter in any manner whatsoever, while Respondents affirmatively seek a dismissal order

from the Court in the Lawsuit pursuant to§ 150.002(e), while relying on their statutory rights not

to file an answer to the Demand, under § 150.002(d). The basis for the relief sought by

Respondents in the Lawsuit is Claimant's undisputed failure to comply with the requirements of

§ 150.002(a) and (b), which is a statutory, substantive condition precedent to Claimant's

purported right to arbitrate the claims that are stated in the Demand, or to seek any damages,

losses, or other relief associated therewith.

       As a result of the Lawsuit and pursuant to§§ 150.002(d) and (e), this matter should be

deemed stayed pending: (a) the final resolution of the Lawsuit, including appeals, interlocutory



                                                 2
R.P. Appx. 193
or otherwise; and/or (b) the Court's issuance of any interim orders expressly directing the AAA

to take further action in this arbitration.

        Subject to the Objections and full Reservation of Rights asserted herein above, and for

the sole purpose of preserving their rights and defenses in connection with this arbitration (in the

event that this arbitration is ordered to proceed), and to avoid any waiver or default, Respondents

submit the following Answering Statement and Affirmative Defenses to Claimant's Demand.

       RESPONDENTS' ANSWERING STATEMENT TO CLAIMANT'S DEMAND

        Subject to the foregoing Objections and Reservations of Rights and their pending Motion

to Dismiss under Section 150.002, in the Lawsuit, Respondents, for their Answering Statement

to Claimant's Demand, state as follows:

        1.      Claimant's Demand is so vague and ambiguous that Respondents cannot properly

prepare a response or prepare for an arbitration hearing, and thus, Claimant should be required to

restate the allegations, claims, damages, losses, and all relief sought in the Demand with more

specificity.

        2.      Respondents generally deny each of the allegations and claims asserted in the

Demand. Furthermore, Respondents also generally deny any liability to Claimant for any of the

damages, losses, or other items sought in the Demand. Finally, Respondents generally deny that

Claimant is entitled to any of the relief sought in the Demand.

        WHEREFORE, subject to and without waiver of their Objections and Reservations of

Rights and their pending Motion to Dismiss in the Lawsuit, having answered and generally

denied Claimant's Demand, Respondents request that Claimant's Demand be denied and/or that

the arbitrator(s) enter an award in favor of Respondents and against Claimant; Respondents also

request that the arbitrator(s) grant Respondents their costs and expenses, including reasonable



                                                  3
R.P. Appx. 194
attorneys' fees, incurred herein; Respondents further request any other and further relief deemed

just and proper.

       RESPONDENTS' AFFIRMATIVE DEFENSES TO CLAIMANT'S DEMAND

        Subject to the foregoing Objections and Reservations of Rights and their pending Motion

to Dismiss in the Lawsuit, Respondents, for their Affirmative Defenses to Claimant's Demand,

state as follows:

        1.      Claimant's Demand is so vague and ambiguous that Respondents cannot properly

prepare a response or prepare for the arbitration hearing, and thus, Claimant should be required

to restate the allegations, claims, damages, losses, and all relief sought in the Demand with more

specificity.

        2.      Claimant's Demand fails to state a cause of action upon which relief can be

granted.

        3.      Claimant's Demand is barred by Claimant's failure to comply with or satisfy

conditions precedent to its right to arbitrate the claims in its Demand, where such failure

constitutes a waiver of any contractual right to arbitrate, or the legal non-existence of an

agreement to arbitrate such claims.

        4.     In the event it is judicially determined that the § 150.002 dismissal motion now

pending in the Lawsuit is an arbitrable question, and only in such event, Claimant's Demand

fails to comply with§ 150.002, TEX. C!V. PRAC. &      REM.   CODE, titled "Certificate of Merit," and,

therefore, must be dismissed. Section 150.002 mandates that "in any action or arbitration

proceeding in Texas for damages arising out ofthe provision of professional services by a

licensed or registered professional, the plaintiff shall be required to file with the complaint an

affidavit of a third-party licensed architect, licensed professional engineer ... ," meeting the



                                                  4
R.P. Appx. 195
qualifications set forth in§ 152.002(a)(l)-(3). The mandatory affidavit "shall set forth,

specifically for each theory of recovery for which damages are sought, the negligence, if any, or

other action, error, or omission of the licensed or registered professional in providing the

professional service, including any error or omission in providing advice, judgment, opinion, or a

similar professional skill claimed to exist, and the factual basis for each such claim." §

150.002(b), TEX. Crv. PRAC. & REM. CODE. Claimant did not file any certificate of merit, let

alone one that complies with the requirements of§ 150.002(a) and (b), with the Arbitration

Complaint. Section 150.002(e), TEX. Crv. PRAC. & REM. CODE mandates that a claimant's

failure to file the affidavit(s) required under§§ 150.002(a) and (b) (commonly known as a

"certificate of merit"), in accordance with § 150.002, shall result in the dismissal of the

arbitration complaint against the defendant(s), and the dismissal may be with prejudice.

        5.      Each of Claimant's claims are time barred under§§ 16.003 and 16.004, TEX. Clv.

PRAC.   & REM. CODE (and/or any other applicable limitations periods) in that Claimant's claims

were filed more than two or four years (as appropriate) after Claimant's claims arose and/or

accrued, including any tolling periods that may apply. Specifically, Claimant discovered, or

should have discovered, the physical manifestations of the alleged design and/or construction

defects in subject property that caused the alleged losses and/or damages sought in the Demand

more than two or four years (as appropriate) before Claimant filed its Demand, including any

tolling periods that may apply. Furthermore, regardless of when Claimant may have actually

discovered the physical manifestations of the alleged design and/or construction defects in the

subject property, Claimant's claims with respect thereto arose and/or accrued upon substantial

completion of the subject property, which occurred on or about March 6, 2007, pursuant to Sub-

section 13.7.1(.1) ofthe General Conditions to Claimant's written contract with Clayco, which



                                                  5
R.P. Appx. 196
governs the commencement of any applicable statutory limitations periods, and provides as

follows with respect to any acts or failures to act occurring prior to substantial completion of the

subject property: "[A]ny applicable statute of limitations shall commence to run and any alleged

cause of action shall be deemed to have accrued in any and all events not later than such date of

Substantial Completion." Therefore, each of Claimant's claims with respect to any alleged

design and/or construction defects are time-barred, where said claims were not filed within two

or four years (as appropriate) of substantial completion ofthe subject property, which occurred

on or about March 6, 2007.

       6.      Claimant is estopped to enforce any contracts or agreements with Respondents

upon which it may seek damages, losses, or other relief.

       7.      Claimant has waived its right to enforce any contracts or agreements with

Respondents upon which it may seek damages, losses, or other relief.

       8.      Claimant's alleged damages and/or losses, if any (which Respondents expressly

deny), should be barred and/or reduced because Claimant has failed to mitigate its alleged

damages and/or losses, including but not limited to Claimant's performance of unnecessary and

destructive "repairs" on the building. Said "repairs" caused or contributed to Claimant's alleged

damages. In addition, Claimant's failure to perform necessary maintenance and/or other upkeep

on the portions of the property that are the subject of Claimant's claims substantially contributed

to Claimant's alleged damages and/or losses.

       9.      To the extent, if any, that Respondents may be found liable to Claimant for any of

the damages and/or losses sought in the Demand (which liability Respondents expressly deny),

Respondents are entitled to deductions, credits, and/or setoffs for, among other things, the

depreciation of the subject property since substantial completion thereof.



                                                  6
R.P. Appx. 197
           10.   Claimant's breach of implied warranty claim is barred by virtue of Clayco' s

express written disclaimer of any and all express or implied warranties in connection with the

subject property, which disclaimer is contained in the General Conditions of Claimant's written

contract with Clayco.

           11.   Claimant's losses and/or damages, if any (which Respondents expressly deny),

are the result of Claimant's comparative negligence, which is sufficient to bar or proportionately

reduce any recovery by Claimant under applicable law.

           12.   Claimant's losses and/or damages, if any (which Respondents expressly deny),

are the result of actions of third parties over whom Respondents had no control or right to

control.

           13.   Claimant's recovery, if any, must be reduced by any amounts received from any

collateral sources pursuant to applicable law.

           14.   Respondents hereby incorporate by reference any other and further affirmative

defenses identified or made known through the course of discovery in this matter, and expressly

reserve the right to so amend their affirmative defenses.


                                                 BLITZ, BARDGETT & DEUTSCH, L.C.




                                                 By:.____~~~~~~~--------
                                                                          , Mi . ouri Bar #45340
                                                        Douglas A. tockenberg, Missouri Bar #57865
                                                        120 S. Central Ave., Ste. 1650
                                                        St. Louis, MO 63105
                                                        (314) 863-1500
                                                        (314) 863-1877 (facsimile)
                                                        rta e1     bdlc.com
                                                        dstockenberg@bbdlc.com
                                                        Attorneys for Respondents Clayco, Inc.
                                                        and FS Architecture, PC


                                                   7
R.P. Appx. 198
                               CERTIFICATE OF SERVICE

       I hereby certify that on the /~day of March, 2015, a true and accurate copy of the
foregoing document was filed with the American Arbitration Association and served upon the
following parties of record as follows:

Erika G. Kleinschmidt
Director of ADR Services
American Arbitration Association
Central Case Management Center
13727 Noel Road, Suite 700
Dallas, TX 75240
Via e-mail to: ErikaKleinschmidt@adr.org

Gregory C. Noschese
Munsch Hardt Kopf & Harr, PC
500 North Akard Street, Suite 3800
Dallas, TX 75201-6659
Via e-mail to: gnoschese@munsch.com
Attorney for Claimant Intellicenter
Dallas Investments LP




                                              8
R.P. Appx. 199
                        AMERICAN ARBITRATION ASSOCIATION
                            Construction Industry Arbitration

    INTELLICENTER DALLAS                          §
    INVESTMENTS, LP,                              §
                                                  §
            Claimant,                             §
                                                  §
                                                  §
    v.                                            §      Case Number: 01-14-0001-0249
                                                  §
                                                  §
    CLAYCO, INC., and FS                          §
    ARCHITECTURE, P.C.,                           §
                                                  §
            Respondents.                          §


             ORDER PARTIALLY GRANTING AND PARTIALLY DENYING
         RESPONDENTS' MOTION TO DISMISS ON STATUTES OF LIMITATIONS

            The arbitration panel has reviewed and considered Respondents' August 14, 2015

    Motion to Dismiss Arbitration On Statutes of Limitations, filed by both of the above

    named Respondents in this matter. The panel also considered Claimant's August 24,

    2015 Response to same, as well as Respondents' Reply of August 31, 2015. In addition

    to the above submissions, the panel received and deliberated upon the oral argument of

    the parties in support of said submissions.

            After consideration of all of the above, the panel determines that Respondent

    Clayco, Inc.'s ("Clayco") Motion to Dismiss is well taken, and should be Granted for the

    reasons that briefly follow.      The panel further determines that Respondent FS

    Architecture, P.C.'s ("FSA") Motion to Dismiss is not well taken, and should be Denied.

            Intellicenter Dallas Investments, L.P. ("Claimant" or "lntellicenter" brought

    claims against Clayco for breach of contract, as well as for failure to indemnify, negligent

    misrepresentation, and fraud. The majority of the facts relevant and necessary to the

    Order on Respondents' Motion to Dismiss                                             Page 1




R.P. Appx. 200
    determination of Clayco's Motion against Claimant are not in dispute or are conclusively

    established. There is no dispute that the contract between the parties in this matter is a

    modified AlA Document Alll - 1997 Standard Form of Agreement Between Owner and

    Contractor design-build contract ("Standard Form"), which incorporates a modified AlA

    Document A201 - 1997 General Conditions of the Contract for Construction ("General

    Conditions").

           There is also no dispute that the date of Substantial Completion of the Project was

    March 6, 2007. The parties also agree that Section 13.7 of the General Conditions of the

    Contract ("Commencement of Statutory Limitations Period,") governs the accrual of any

    and all claims arising from any acts or omissions related to the Contract. Specifically,

    Section 13.7.1(3) provides, as between the Owner and Contractor, as follows : "[a]s to

    acts or failures to act occurring after the payment, any applicable statute of limitations

    shall commence to run and any alleged cause of ·action shall be deemed to have accrued

    in any and all events not later than the date of any act or failure to act by the Contractor

    pursuant to any Warranty provided under Section 3.5, the date of any correction of the
                                        I


    Work or failure to correct the Work by the Contractor under Section 12.2, or the date of

    actual commission of any other act or failure to perform any duty or obligation by the

    Contractor or Owner, whichever occurs last.

           Section 3.5 of the General Conditions, provides that the warranty period is for one

    (1) year from the March 6, 2007 date of Substantial Completion. Consequently, any

    claims, as between Owner and Contractor, relating to any acts or failures to act occurring

    subsequent to the date of final payment, would begin to accrue no later than March 6,




    Order on Respondents' Motion to Dismiss                                             Page2




R.P. Appx. 201
    2008 and the applicable statute of limitations would begin to run no later than March 6,

    2008.

            Intellicenter argued that the "accrual" provision constitutes an unenforceable

    contractual waiver of the application of the discovery rule, and requests that the panel

    hold that such a provision is void as against the public policy of the state of Texas.

    Although the parties presented cogent arguments both for and against Intellicenter's

    request, Intellicenter was unable to present any Texas case authority for the proposition

    that the patties' bargained-for allocation of risk should be disturbed under the

    circumstances of this case.    Virtually a ll sister State courts who have considered the

    enforceability of Section 13.7 of AlA Document A201 have held that it does not violate

    public policy . Absent any Texas authority to the contrary, this arbitration panel declines

    the invitation to interfere with the bargain entered into and memorialized by these parties.

    Consequently, Intellicenter's request for relief from the contractual provision waiving

    application of the discovery rule is denied.

            Alternatively, lntellicenter argues that its claims were revived pursuant to the

    operation of§ 16.069 of the Texas Civil Practice and Remedies Code, which provides that

    "if a counterclaim or cross claim arises out of the same transaction or occurrence that is

    the basis of an action, a party to the action may file the counterclaim or cross claim, even

    though as a separate action it would be barred by limitation on the date the party's answer

    is required," so long as the counterclaim or cross claim is filed within thirty days after the

    date ~he party's answer is required.

            Clayco filed their action in District Court on February 20, 2015, and amended

    their petition on March 16, 2015. Clayco's District Court pleading sought to have the



    Order on Respondents' Motion to Dismiss                                               Page 3




R.P. Appx. 202
    Court determine that Intellicenter's claims were time-barred, and sought to enjoin

    Intellicenter and the AAA from proceeding with the arbitration. Clayco also sought

    dismissal of the arbitration matter based on the certificate of merit statute. Clayco also

    sought attorney's fees as appropriate.

            On March 2, 2015, in response to Clayco's District Court filing, Intellicenter filed

    claims which Intellicenter asserts are counterclaims arising out of the same transaction or

    occurrence, such that they would no longer be barred, under Texas Civil Practice and

    Remedies Code § 16.069.

           After review and consideration of the parties' submissions on this issue, it is clear

    that Intellicenter's claims should not be considered to be "automatically revived" by §

    16.069, because Intellicenter's claims cannot fairly be characterized as cross-claims or

    counterclaims to the declaratory relief that Clayco sought in the District Court action.

    The relief Clayco sought was both declaratory and defensive in nature. Additionally,

    Clayco's generic request for attorney's fees, as appropriate, does not serve to convert the

    declaratory relief sought by Clayco, into the type of affirmative relief that would allow

    for Intellicenter's otherwise time-barred claims to be revived under§ 16.069.

           Finally, Intellicenter asserts that its arbitration claims are timely because they

    were filed within one year after Clayco allegedly refused Intellicenter's indemnification

    request. Intellicenter's argument fails because the indemnification provision relied upon

    by Intellicenter (Section 4.4.1) is an indemnification provision which is not triggered by

    liability claims between the parties, but instead obligates Clayco to protect Intellicenter

    against the liability claims of third parties or actors who are not parties to the agreement.

    Adoption of Intellicenter's interpretation (that Intellicenter can sue on Intellicenter's own



    Order on Respondents' Motion to Dismiss                                              Page4




R.P. Appx. 203
    claims, within a certain period of time that only begins to run after the rejection of a

    request for indemnity) would render meaningless several provisions of the contract

    (including the accrual provision discussed above). The parties' briefing presented no

    evidence that the parties intended to allow for such a circular result.

           JnteUicente.r's claims against Clayco in this arbitration, were all ftled outside the

    respective statute of limitations, but for application of the discovery rule. For the reasons

    described above, the discovery rule does not apply to lntellicenter's claims against

    Clayco. Consequently, the arbitration panel determines that lntellicenter's claims against

    Clayco are time-barred and Clayco's Motion to Dismiss should be; and is hereby,

    GRANTED.

           SIGNED THIS 3RDDA Y OP NOVEMBER, 2015.




                                                   RON. CARLOS G. LOPEZ
                                                   C     OF ARBITRATION PANEL




    Order on Respondents' Motion to Dismiss                                              Page 5




R.P. Appx. 204
                                                                                                                      FILED
                                                                                                          DALLAS COUNTY
                                                                                                       2/20/2015 4:39:14 PM
                                                                                                              FELICIA PITRE
                                                                                                            DISTRICT CLERK
1 CIT/ ESERVE
                                                 DC-15-02018
                                       CAUSE NO. ________________                                        Gay Smith

       FORUM STUDIO, INC. and                           §          IN THE DISTRICT COURT
       CLAYCO, INC.,                                    §
                                                        §
              Plaintiffs,                               §
                                                        §
       V.                                               §          ________ JUDICIAL DISTRICT
                                                        §
       INTELLICENTER DALLAS                             §
       INVESTMENTS LLP,                                 §
                                                        §
              Defendant.                                §          DALLAS COUNTY, TEXAS


                                   PLAINTIFFS’ ORIGINAL PETITION

       TO THE HONORABLE JUDGE:

              Plaintiffs Forum Studio, Inc. and Clayco, Inc. file this Original Petition pursuant to

       Sections 171.023, 171.096, 150.002 and 37.001 et seq., Tex. Civ. Prac. & Rem. Code,

       complaining of Defendant Intellicenter Dallas Investments LLP, and for causes of action show as

       follows:

                                      DISCOVERY CONTROL PLAN

              1.      Plaintiffs intend to conduct discovery under Level 1 of the Texas Rules of Civil

       Procedure, Rule 190.2.

                                                   PARTIES

              2.      Plaintiff Clayco, Inc. (“Clayco”) is a Missouri corporation with its principal place

       of business in St. Louis County, Missouri, that transacts business in Texas.

              3.      Plaintiff Forum Studio, Inc. (“Forum”) is a Missouri corporation with its principal

       place of business in St. Louis County, Missouri, that transacts business in Texas.

              4.      Defendant Intellicenter Dallas Investments LLP (“Intellicenter”) is a Delaware

       limited liability partnership that transacts business in Texas, that may be served with citation by


       PLAINTIFFS’ ORIGINAL PETITION                                                                Page 1

       R.P. Appx. 205
delivery of the same to its registered agent in Texas: National Registered Agents, Inc., 1021

Main Street, Suite 1150, Houston, Texas 77002.

                                 JURISDICTION AND VENUE

        5.     Jurisdiction is proper pursuant to §§ 171.023, 171.096, 150.002 and 37.001 et

seq., Tex. Civ. Prac. & Rem. Code.

        6.     Mandatory venue in Dallas County exists pursuant to § 15.001(b)(1), Tex. Civ.

Prac. & Rem. Code because: (a) § 171.096(a) and (b), Tex. Civ. Prac. & Rem. Code mandates

that Dallas County is the proper venue because it is the county in which Defendant resides or has

a place of business and/or the parties’ agreements provide that any arbitration that is to be held to

resolve arbitrable disputes between them must be heard in Dallas County; and (b) § 15.020, Tex.

Civ. Prac. & Rem. Code mandates venue in Dallas County because this case involves an action

arising out of a “major transaction” that is evidenced by a written agreement in which the parties

selected and agreed upon Dallas County as the mandatory venue of any proceedings between

them.

        7.     Plaintiffs do not seek a monetary recovery other than attorneys’ fees, as may be

authorized by law, in an amount not to exceed $100,000.00.

                                              FACTS

A.      The Contract for the Design and Construction of the Building

        8.     On or about May 19, 2006, Intellicenter (as owner) and Clayco (as design-build

contractor) entered into a modified AIA Document A111 – 1997 Standard Form of Agreement

Between Owner and Contractor design-build contract (“Standard Form”) for the design and

construction of a four-story office building located in Irving, Texas (the “Building”). The

Standard Form incorporates by reference a modified AIA Document A201 – 1997 General

Conditions of the Contract for Construction (“General Conditions”). The Standard Form also

PLAINTIFFS’ ORIGINAL PETITION                                                                 Page 2

R.P. Appx. 206
incorporates by reference the Outline Specifications. The Standard Form, General Conditions

and Outline Specifications are hereinafter collectively referred to as the “Contract.”

       9.       Pursuant to Subsection 13.1.1 of the General Conditions, the parties agreed that

Texas law governs the Contract.

       10.      The Standard Form describes the subject project (i.e., the Building) as follows:

“The design and construction of a 4-story speculative office building, consisting of

approximately 211,637 gross square feet, located at 3701 Regent Blvd., Irving, Texas.”

       11.      Pursuant to the Contract, Clayco provided architectural and engineering services

to Intellicenter. The Standard Form identifies Forum as the architect of the Building, and Forum

performed architectural services in connection with the design of the Building pursuant to a

separate contract with Clayco. Forum is an architectural firm licensed to provide architectural

services in several states, including Texas.

       12.      Forum separately contracted for certain structural, mechanical, electrical, and civil

engineering services with other design professionals.

       13.      Section 13.7 of the General Conditions is titled “COMMENCEMENT OF

STATUTORY LIMITATIONS PERIOD,” and governs the commencement of statutory

limitations periods with respect to claims arising from the Contract, and in this regard Subsection

13.7.1 of the General Conditions provides as follows:

       As between the Owner and Contractor:

             .1 Before Substantial Completion. As to acts or failures to act
                occurring prior to the relevant date of Substantial Completion, any
                applicable statute of limitations shall commence to run and any
                alleged cause of action shall be deemed to have accrued in any and
                all events not later than such date of Substantial Completion.
             .2 Between Substantial Completion and Final Certificate for
                Payment. As to acts or failures to act occurring subsequent to the
                relevant date of Substantial Completion and prior to issuance of the
                final Certificate for Payment, any applicable statute of limitations

PLAINTIFFS’ ORIGINAL PETITION                                                                 Page 3

R.P. Appx. 207
                  shall commence to run and any alleged cause of action shall be
                  deemed to have accrued in any and all events not later than the
                  date of issuance of Owner is required to make the final Certificate
                  for Payment; payment hereunder; and
               .3 After Final Certificate for Payment. As to acts or failures to act
                  occurring after the relevant date of issuance of the final Certificate
                  for Payment, payment, any applicable statute of limitations shall
                  commence to run and any alleged cause of action shall be deemed
                  to have accrued in any and all events not later than the date of any
                  act or failure to act by the Contractor pursuant to any Warranty
                  provided under Section 3.5, the date of any correction of the Work
                  or failure to correct the Work by the Contractor under Section
                  12.2, or the date of actual commission of any other act or failure to
                  perform any duty or obligation by the Contractor or Owner,
                  whichever occurs last.

         14.      Construction of the Building was substantially complete on March 6, 2007, as

evidenced by an AIA Document G704 – 2000 Certificate of Substantial Completion issued by

Forum. Intellicenter never contested Forum’s certification of substantial completion.

B.       The Commencement of Arbitration Proceedings with the AAA

         15.      On or about September 5, 2014, Intellicenter filed a Demand for Arbitration (the

“Arbitration Complaint”) with the American Arbitration Association (“AAA”), and commenced

Case No. 01-14-0001-0249 against Forum and Clayco (the “Arbitration Case”). A true and

accurate copy of the Arbitration Complaint is attached hereto as “Exhibit 1.”1

         16.      The filing of the Arbitration Complaint commenced an action or arbitration

proceeding for damages against Forum and Clayco arising out of the provision of professional

services by a licensed or registered professional. To date, no arbitrators have been selected for

the arbitration and Forum and Clayco have not filed an answering statement, and they are not

required to do so, as detailed below.




1
  In January of 2015, Intellicenter’s foreign entity registration to do business in Texas expired or terminated, as did
its right to maintain any suits filed in Texas. See § 9.051(b), Tex. Bus. Org. Code.

PLAINTIFFS’ ORIGINAL PETITION                                                                                  Page 4

R.P. Appx. 208
C.     Texas’ “Certificate of Merit” Requirement Under § 150.002, Tex. Civ. Prac. &
       Rem. Code

       17.     Section 150.002, Tex. Civ. Prac. & Rem. Code, titled “Certificate of Merit,”

mandates that “in any action or arbitration proceeding in Texas for damages arising out of the

provision of professional services by a licensed or registered professional, the plaintiff shall be

required to file with the complaint an affidavit of a third-party licensed architect, licensed

professional engineer . . .,” meeting the qualifications set forth in § 152.002(a)(1-3). The

mandatory affidavit “shall set forth, specifically for each theory of recovery for which damages

are sought, the negligence, if any, or other action, error, or omission of the licensed or registered

professional in providing the professional service, including any error or omission in providing

advice, judgment, opinion, or a similar professional skill claimed to exist, and the factual basis

for each such claim.” § 150.002(b), Tex. Civ. Prac. & Rem. Code.

       18.     Intellicenter did not file any certificate of merit, let alone one that complies with

the requirements of § 150.002(a) and (b), with the Arbitration Complaint.

       19.     Section 150.002(e), Tex. Civ. Prac. & Rem. Code mandates that a plaintiff’s

failure to file the affidavit(s) required under § 150.002(a) and (b) (commonly known as a

“certificate of merit”), in accordance with § 150.002, shall result in the dismissal of the

complaint against the defendant(s), and the dismissal may be with prejudice.

       20.     As defendants sued in an arbitration proceeding for damages arising out of the

provision for professional services, Defendants are not required to answer the Arbitration

Complaint, and instead, they may seek its dismissal. See § 150.002(d) and (e), Tex. Civ. Prac. &

Rem. Code.




PLAINTIFFS’ ORIGINAL PETITION                                                                 Page 5

R.P. Appx. 209
D.     Intellicenter’s Arbitration Complaint is also Time-Barred Under Texas Law

       21.     Independent of the Chapter 150 dismissal requirement described above,

Intellicenter’s claims are also time barred.

       22.     Subsection 13.7 of the General Conditions governs the commencement of

statutory limitation periods with respect to claims arising from the Contract, and Subsection

13.7.1(.1) provides as follows with respect to any “acts or failures to act” that occurred prior to

the substantial completion of the Building: “[A]ny applicable statute of limitations shall

commence to run and any alleged cause of action shall be deemed to have accrued in any and all

events not later than such date of Substantial Completion” (emphasis added).

       23.     Each of the claims in Intellicenter’s Arbitration Complaint arise from and directly

relate to the Contract, and further, each of the claims concerns “acts or failures to act” that

occurred, if at all, prior to the date of Substantial Completion of the Building.2

       24.     As previously alleged, Construction of the Building was substantially complete on

March 6, 2007, the contractual accrual date of any claims or causes of action. The Contract

expressly waives application of the so-called discovery rule, as a means for achieving equitable

tolling of the applicable limitations period.

       25.     Intellicenter’s claims in the Arbitration Complaint are governed by either a two or

four year limitations period. See §§ 16.003(a), 16.004(a)(3) and 16.004(a)(4), Tex. Civ. Prac. &

Rem. Code. The Arbitration Complaint was filed with the AAA on September 5, 2014, which is

over seven years and five months after accrual of the asserted claims, and commencement of

the limitations period(s). The claims are time barred.




2
 Notwithstanding Forum and Clayco’s statute of limitations argument herein, they each continue to deny
any liability to Intellicenter in connection with the claims in the Arbitration Complaint.

PLAINTIFFS’ ORIGINAL PETITION                                                                   Page 6

R.P. Appx. 210
                                     CAUSES OF ACTION

                    Count One: Application to Stay the Arbitration Case

       26.     Section 171.023, entitled “Proceeding to Stay Arbitration,” authorizes a court to

stay an arbitration commenced or threatened, on application and a showing that there is not any

agreement to arbitrate.” § 171.023(a), Tex. Civ. Prac. & Rem. Code.

       27.     Intellicenter’s Arbitration Complaint purports to assert claims and/or causes of

action that arise from and relate to the Contract, which adopted Texas law as the governing law

in Subsection 13.1.1 of the General Conditions. Because the Arbitration Complaint commenced

an arbitration proceeding for damages arising from the provision of professional services, and

Intellicenter agreed to the application of Texas law (which includes Chapter 150, Tex. Civ. Prac.

& Rem. Code), its failure to comply with the certificate of merit filing requirement in §

150.002(a) and (b) constitutes Intellicenter’s failure to satisfy a statutory condition precedent to

any purported right to arbitrate the claims in the Arbitration Complaint. As a matter of law,

including but not limited to § 150.002(d), Tex. Civ. Prac. & Rem. Code, until that condition

precedent is satisfied (if it can be satisfied), there is no agreement to arbitrate. And, if the

condition precedent cannot be satisfied (and in this case, it cannot be satisfied), there is a waiver

of any purported right to arbitrate the claims in the Arbitration Complaint, because dismissal of

the Complaint is statutorily mandated with prejudice.

       28.     Pursuant to § 150.002(e), Tex. Civ. Prac. & Rem. Code, the Arbitration

Complaint should be dismissed, with prejudice, because of Intellicenter’s failure to comply with

§ 150.002(a) and (b) and, if necessary, with prejudice due further to the fact that the claims in the

Arbitration Complaint are time barred under the applicable statutes of limitations. See below,

Count Two.



PLAINTIFFS’ ORIGINAL PETITION                                                                 Page 7

R.P. Appx. 211
       29.     Pending the Court’s adjudication of the dismissal motion, a stay of the Arbitration

Case is appropriate and necessary for the following reasons:

               a.     There is no agreement to arbitrate under the circumstances presented
                      because of Intellicenter’s failure to comply with § 150.002(a) and (b);

               b.     A motion to dismiss under Chapter 150 is, by statute, a procedural request
                      for relief that must be considered on an interlocutory basis, prior to the
                      occurrence of any proceeding on the merits, if any such proceeding can
                      occur; and,

               c.     Any activity in the Arbitration Case will interfere with the parties’ rights
                      and obligations to adjudicate the occurrence or satisfaction of the
                      mandatory conditions precedent to the mere occurrence of the Arbitration
                      Case.

       30.     Plaintiffs apply for such a stay.

                     Count Two: Application/Motion for Dismissal and
                            Request for Declaratory Judgment

       31.     For the reasons set forth herein above, Intellicenter’s Arbitration Complaint must

be dismissed because no certificate of merit was filed with the Arbitration Complaint, where one

was required by § 150.002, Tex. Civ. Prac. & Rem. Code. Plaintiffs apply for and/or move for a

dismissal with prejudice.

       32.     A justiciable controversy exists between Forum and Clayco, on the one hand, and

Intellicenter, on the other hand.     Because Texas law does not permit amendment of the

Arbitration Complaint to cure Intellicenter’s failure of compliance with the § 150.002 certificate

of merit filing requirement, the Court’s dismissal is a final judgment on the Arbitration

Complaint, so the Court should enter a judgment declaring such non-compliance as grounds for

dismissal of the Arbitration Complaint, with prejudice.

       33.     Pleading further or in the alternative, under its equity jurisdiction, the Court

should declare that the claims in the Arbitration Complaint are time barred by application of the



PLAINTIFFS’ ORIGINAL PETITION                                                               Page 8

R.P. Appx. 212
statute of limitations set forth in Chapter 16, Tex. Civ. Prac. & Rem. Code, as a further basis for

its dismissal, with prejudice.

       34.     The foregoing declarations will resolve the disputes, controversies and

insecurities that now exist between the parties, regarding whether the Arbitration Claims are

arbitrable, under the prevailing circumstances.

       35.     The Court should award Plaintiffs reasonable and necessary attorneys’ fees,

pursuant to § 37.009, Tex. Civ. Prac. & Rem. Code.

                                 CONDITIONS PRECEDENT

       36.     All conditions precedent to Plaintiffs’ right to file this petition and to recover the

relief requested herein have occurred or been performed.

                                            PRAYER

       WHEREFORE, PREMISES CONSIDERED, Plaintiffs Clayco, Inc. and Forum Studios,

Inc. pray that Defendant Intellicenter Dallas Investments, LLP be cited to appear and answer,

and that on final trial, Plaintiffs have the interim relief applied for above and a final judgment

against Defendant, including the following:

       a.      An interim order, pursuant to § 171.023, Tex. Civ. Prac. & Rem. Code, staying
               any further proceedings in the Arbitration Case;

       b.      Judgment making the declarations prayed for above and/or dismissing the
               Arbitration Complaint, with prejudice;

       c.      Judgment awarding Plaintiffs reasonable and necessary attorneys’ fees and costs
               of court; and,

       d.      Any other and further relief the Court deems just and proper.




PLAINTIFFS’ ORIGINAL PETITION                                                                 Page 9

R.P. Appx. 213
                                       Respectfully submitted,



                                        /s/ Kenneth B. Chaiken
                                       Kenneth B. Chaiken
                                       State Bar No. 04057800
                                       kchaiken@chaikenlaw.com
                                       CHAIKEN & CHAIKEN, P.C.
                                       Legacy Town Center III
                                       5801 Tennyson Pkwy, Suite 440
                                       Plano, Texas 75024
                                       (214) 265-0250 telephone
                                       (214) 265-1537 facsimile

                                       ATTORNEYS FOR PLAINTIFFS

OF COUNSEL:

R. Thomas Avery
Missouri State Bar No. 45340
rtavery@bbdlc.com
BLITZ, BARDGETT & DEUTSCH, LC
120 South Central Avenue, Suite 1650
St. Louis, Missouri 63105
(314) 863-1500 telephone
(314) 863-1877 facsimile

PRO HAC VICE MOTION TO BE FILED




PLAINTIFFS’ ORIGINAL PETITION                                          Page 10

R.P. Appx. 214
                 EXHIBIT 1
R.P. Appx. 215
   AMERICAN ARBITRATION ASSOCIATION
   ONLINE FILING ACKNOWLEDGEMENT
   This confirmation serves as the Demand for Arbitration or Request for Mediation for this filing.
   To institute proceedings, please send a copy of this form and the parties' dispute resolution agreement to the
   opposing party.
   Case#: 01-14-0001-0249
   This will acknowledge receipt of a request for dispute resolution services tor the claim and parties detailed below.

   This claim has been filed for                                   Arbitration
   This matter has been filed in accordance with                   Construction Industry Arbitration Rules
   The fee paid at the time of filing was                                 $8,200.00
   This request was received by the AAA on                         05-Sep-2014


    Claim Description
    On or about May 19, 2006, Intellicenter Dallas
    Investments, LP ("lntellicenter") contracted with Clayco
    Inc ("Contractor") under a Design Build contract
    ("Design Build Contract") tor the design and
    construction of a 4 story speculative office building
    consisting of approximately 211,637 square feet located
    at 3701 Regent Boulevard, Irving Texas ("Project").
    The Design Build Contract provided that the Contractor
    shall be responsible to lntellicenter for acts and
    omissions of the Contractor's employees, subcontractors
    and their agents and employees, and other persons,
    including the Architect, engineers and other Design
    Professionals, performing any portion of the Contractor's
    obligations under Article 3 with respect to the design of
    the Project.

    The Design Build Contract Documents included a
    specification manual which required the elevated tloor
    slabs to be designed for a I OOlb live load with Code
    allowance reductions. The Contractor completed
    construction on March 6, 2007 as indicated in the
    architect's certification under the Certificate of
    Substantial Completion. In September 2007, six months
    aller Substantial Completion, the architect. Forum
    Studio Inc.(" FS") .• represented to lntellicenter that the
    Project was built in accordance with the plans and
    specifications. Further, FS indicated that it understood
    lntellicenter was relying upon the architect's
    representation and that lntellicenter may pursue a claim
    in the event that lntellicenter has any loss or damage as a
    result of the facts and circumstances that exist at the
    Project which made any of the FS's certifications
    incorrect or inaccurate.

     Last year, as Intellicenter was preparing the building for
     sale, a broker noted some cracking in the exterior tilt
     panels. After evaluating the cracks, the design, and the
     building, lntelliccntcr learned that the cracks, some of
     which appeared to have been intentionally concealed by
     repair at the time of initial construction, were the result




R.P. Appx. 216
   of inadequate structural design in portions of the
   perimeter concrete wall panels and a portion of the steel
   beam to wall panel connections in such a way that some,
   if not all, failed to meet applicable building code based
   upon contract specitied live load on design drawings.
   Upon its first discovery of the cracks, lntellicenter wmte
   Contractor and 1·equested that Contractor co1'1'ect the
   deticient design and/or construction. lntellicenter even
   met with Contractor in person and requested more
   information. Despite the request to repair the
   deficiency, Contractor has refused to correct the design
   and construction deficiencies. Because of Contractor's
   refusal, lntellicenter has sought bids and contracted for
   the Project to be repaired to correct the defects. Until
   undertaking these repairs, lntellicenter had not made any
   repairs to the outside of the Project.

    lntellicenter tiles this demand for arbitration to recover
    the losses it has sustained as a result of Contractor's
    and/or FS's breach of contract, breach of implied
    warranty, unjust enrichment, deticient design, fraud
    and/or negligent misrepresentation. lntellicenter also
    seeks to recover its attorney's fees, and all reasonable
    and necessary costs and expenses recoverable under the
    Design Build Contract and/or applicable law and further
    seeks all other reliefpermitted by law.
    Claim Amount                                                 $1.500.000.00
    Do you have a Non-monetary aspect to your claim?             N
    Additional Damages
                                                                                              Amount
                                                                     Attorney fees
                                                                     Interest
                                                                     Other

    Fee Schedule Option                                          Standard
    ADR Agreement                                                Contained in AlA Document.




   Parties and Representatives

   Party 1

   Category                          Owner
   Name
   Company Name                      lntellicenter Dallas Investments LP
   Address                            8115 Preston Road
                                     Suite 700
                                     Dallas, TX 75225
   Phone
   Fax
   Email
   The Party is the                  Company

   Representative 1

   Name                              Gregory C. Noschese
   Firm Name                         Munsch Hardt KopfHarr




R.P. Appx. 217
   Address            500 North Akard
                      Suite 3800
                      Dallas, TX 75201
   Phone
   Fax
   Email              gnoschese@munsch.com

   Party 2

   Category           Design I Builder
   Name
   Company Name       Clayco Inc.
   Address            2199lnnerbelt Business Drive
                      St. Louis, MO 63114
   Phone
   Fax
   Email
   The Party is the   Company

   Representative 2

   Name               Thomas Avery
   Firm Name
   Address            120 South Central Avenue
                      Suite 1650
                      St. Louis , MO 63105
   Phone
   Fax
   Email

   Party 3

   Category           Architect
   Name
   Company Name       FS Architecture. PC
   Address            c/o Forum Studios, Inc.
                      2199 Innerbelt Business Ct1·. Dr.
                      St. Louis, MO 63!14
   Phone
   Fax
   Email
   The Party is the   Company

   Representative 3

   Name               Registered Agent
   Firm Name          FS Architecture, PC
   Address             c/o Forum Studios. Inc.
                      2199 Jnnerbelt Business Ctr. Dr.
                      St. Louis, MO 63114
   Phone
   Fax
   Email




R.P. Appx. 218
                                                                                                                                                                                                                                                    EXHIBIT




                                                                                  =        MEP DESIGN DOC'S

                                                                                    =         SlRUCTURAL DRAWINGS

                                                                                    =      TOPOICIVIL DOCUMENTS

                                                                                        9 BORING INFO AVAILABLE
    l1o3o    IFOUNOATION DRAWINGS                   I   12J120CTosl27ocTosl - - .. - - E:::::::. FOUNDATION DRAWINGS - .... - ...... ---..         .. .. - - -

                                                                                            =TILTUP PANEL DESIGN

                                                                                            9 STEEL BID PACKAGE READY

                                                                                                     9 FINAL SHELL & CORE DRAWINGS AVAILABLE


                                                                               CLOSE ON LAND/SITE AVAILABLE TO KOLL

                                                                                           =GRADING PERMIT REVIEW PROCESS

                                                                                              <::::::::1 FOUNDATION PERMIT REVIEW PROCESS

                                                                                                   9 GRADING PERMIT ISSUED

                                                                                                                     =            BUit.DING PERMIT REVIEW PROCESS
                                                                                                                             .. - -. BUILDING PERMIT ISSUED·- - -· .. - -· - - - - -


                                                                                KOLL GMP REVIEW AND ACCEPTANCE

              BEGIN V.ORKIFINAL GMP ACCEPTANCE                                 9 BEGIN WORK/FINAL GMP ACCEPTANCE

              GMP FORMULATION PROCESS/BID PROCESS                                                                        GMP FORMULATION PROCESS/BID PRocESS

                                                                                                      =        ELEVATOR BID PROCESS

                                                                                                               c:::=======:::l ELEVATOR LEAD TIME
                                                                                                .... -·- ·--   ·~    M,E,P,FP BID PROCESS .. - - - .. - -·-- .• - - - - - - - -        ...... --- .. -- -   - - - - .. - - - - .. - - .. - - - - - .... -   - - .... - .. - - - - .. -

                                                                                                                1:::1 STEEL BUYOUT

                                                                                                                   =GLASS/CURTAIN WALL PROCUREMENT PROCESS

                                                                                                                         c:::=======:::IGLASS/GLAZING LEAD TIME

                                                                                                                       9 PROJECT AWARD
                                                                                                                      --     ...... -------                      STEELSHOPS/APPROVAL.IDELIVERY·- - - - .. ------ .. - - - - - - - -                ...... ·- .. - - -   - - ....... ..

                                                                                                                           9 AWARD STEEL



                                                                                                                                     • MOBILIZE I SITE LAYOUT




                                                                                                                                                                                                                                                                                         R.P. Appx. 219
                                                                                                                                      -SILTATION CONTROL/CLEAR SITE

                                                                                                                                          -MASS GRADING


c:::ll Ear1y bar
                                                                                                                    KOLL DEVELOPMENT CO.
-      Progress bar                                                                                                   FEBRUARY 20, 2006
-Crilicalbar                                                                                               DALLAS INTELUCENTER--O'MIIER SCHEDULE
                                                                                                                             211,637 SF
-summary bar                                                                                                               ATTACHMENT A
•      start milestone point
•      Finish mlfestone
                                                                                                                                                                                    - - i::::::::::::::::::fsTORM SE'M:RSISTRUCTURESJtNLETS

                                                                                                                                                                                                                                                               =====cONCRETE PAVING/IRRGATION SlEEVES



                                                                                                                                                                                                                                                                               =BACKFILL CURBS/FINE GRADING FOR

                                                                                                                                                                                                                                                                                       =        SIDEWALKSmiiSC. CONCRETE




                                                                                                                                                                                  -FOUNDATION SYSTEMS

                                                                                                                                                                                             Iii UNDERGROUND ELECTRIC/PLUMBING

                                                                                                                                                                                                 -     POUR MUDSLAB ON GRADE (CASTING SLAB)

                                                                                                                                                                                                     -FORM. REINFORCE & POUR TILTUP PANELS

                                                                                                                                                                                                              - T I L T PANELS
               STRUCTURAL STEEL/DECKING/POUR DECKS (1 THRU 4)                           - .. •.        ..    .. ..   - .. - - .... - .. -       .. .... ..     - .... - - .. - ..     -      ...... - .. - - - - - .. - -       .... -- - - .... - .. - - -   STRUCTURAL STEEL/DECKING/POUR DECKS (1 THRU 4) - - - -                     ..

                                                                                                                                                                                                                                                  =====>PATCH PANELS/ETCH/PAINT

                                                                                                                                                                                                                                                   = = = = = = PUNCHED WINDOWS/STOREFRONT

                                                                                                                                                                                                                                                     =MISCELLANEOUS STEEL/STAIRS

    1330       !ECHANICAL SYSTEMS/ROOFTOP HVAC UNITS            40d 17AUG08 110CT06                                                                                                                                                                      = = = = = : : I MECHANICAL SYSTEMS/ROOFTOP HVAC UNITS
    1260       ROOFING WORK                                     15<1 24AUG06 13SEP06    ... .. .. ..        .. .... - ........ - - - - ....                  - ... -.     - -..     -.. ..       - -- - - -           .. ... .. .. - - -     -    - - - - <::::::::::5 ROOFING WORK-   --       .. - - •. - .. - .. - - ..   - .. - .. - .. -

    1380       PLUMBING RISERSIBATHROOM ROUGH-INS               350 24AUG06 11 OCT06                                                                                                                                                                       =====PLUMBING RISERS/BATHROOM ROUGH-INS

                                                                                                                                                                                                                                                              = = = = = = = = STUDS/DRYWALL/FINISHES 1!!1 PUBLIC

                                                                                                                                                                                                                                                                =======::::c DRYWALL SHAFTS 1!!1 STAIRS/ELEVATO

                                                                                                                                                                                                                                                                  t : : = = = = = = = POIIoER DISTRIBUTION/INTERIOR
    1450       MECHANICAL UNITS SET-FINAL TERMINATIONS          15<1 14SEP06 040CT06    .... - ..... - - - - - - -              .. - -      -       --         -        ---- . --            -       .... - - -   -       - - .. - - -     - ..   -- - - - - - - -,:;::::;:::fMECHANICAL UNITS SET-FINAL TERMINATIONS - -

    1360       PERMANENT PO'M:R AVAILABLE                        0 20SEP06                                                                                                                                                                                          • PERMANENT PO'M:R AVAILABLE

    1320       ELEVATOR CONSTRUCTION                            55ci 21SEP06 06DEC06                                                                                                                                                                                                       --     ELEVATOR CONSTRUCTION

    .......     .. ................ __                          __   ----· __ ----·--                                                                                                                                                                                ---CURTAINWALL

    1590       CERAMIC TILE/PLUMBING FIXTURES/PARTITIONS        : : 180CT06 24NOV06 _      - - -              _ __ _ _          .. _ - _            _ - _ .. ___ ... - __ ..              _ ..... _       - - _ ...   _     _ _ _   _ ... _ ·- _ - _ -    .... - .. __ ...    - - - - - - :ERAMIC TILE/PLUMBING FIXTURESIPAij
    1470        MAIN ENTRY AND REAR CANOPY WORK                 3~   230CT06 01DEC06                                                                                                                                                                                                       ·    MAIN ENTRY AND REAR CANOPYWOJ

    1440       MAIN BUILDING DRIED IN                            0 260CT06                                                                                                                                                                                                     • MAIN BUilDING DRIED IN

    1720        MAIN LOBBY/ELEVATOR LOBBY FINISHES              47o 02NOV06 09JAN07




                                                                                                                                                                                                                                                                                                                                              R.P. Appx. 220
c::::::!l Eartybar
                                                                                                                                          KOLL DEVELOPMENT CO.
-    Progress bar                                                                                                                           FEBRUARY 20,2006
-Crllicalbar                                                                                                                      DAUAS INTELUCENTER-OWNER SCHEDULE
                                                                                                                                                             211,637 SF
-summary bar                                                                                                                                           ATTACHMENT A
•       Start milestone point
•       Flnlsh mlestone
    ~~~~;·"~j;.."~~~~";~.;;;'RALDRAWINGs                 I   s5dl06sEPosi21NOV051                               ARCHITECTURALDRAWINGS

                                                                                       =             MEP DESIGN DOC'S

                                                                                           =STRUCTURAL DRAWINGS

                                                                                           =         TOPO/CML DOCUMENTS

                                                                                               • BORING INFO AVAILABLE

     1030        FOUNDATION DRAWINGS                         12< 120CT05 270CT05 -     .. -- ---   <::::::::i FOUNDATION DRAWINGS   - .. - .. - - .. - -   - -   - .. --

     1560        TILTUP PANEL DESIGN                         10< 210CT05 03NOV05                     =TILTUP PANEL DESIGN

     1300        STEEL BID PACKAGE READY                      0 250CT05                               • STEEL BID PACKAGE READY

     1710        FINAL SHELL & CORE DRAWINGS AVAILABLE        0 22NOV05                                        • FINAL SHELL & CORE DRAWINGS AVAILABLE


                                                                                     CLOSE ON LAND/SITE AVAilABLE TO KOLL

                                                                                                     =GRADING PERMIT REVIEW PROCESS

                                                                                                        <::::::1 FOUNDATION PERMIT REVIEW PROCESS

                                                                                                             • GRADING PERMIT ISSUED

                                                                                                                             =BUILDING PERMIT REVIEW PROCESS
                                                                                           - - .. - - - --- .... - .. - - - - .. - .... --.-BUILDING PERMITISSUED- - - - ...... -      -   ·- ·- ..... - - - - .. ·- •• - - ·- - - --- .. - -   - ..... -- - -   - -- --- ·--- ... -



                                                                                      KOLL GMP REVIEW AND ACCEPTANCE

                                                                                     • BEGIN \MlRKIFINAL GMP ACCEPTANCE

                                                                                                              - - - - - - GMP FORMULATION PROCESS/BID PROCESS
                                                                                                                 =ELEVATOR BID PROCESS

                                                                                                                      ========::~ELEVATOR                         LEAD TIME
                                                                                       ----         - - - - - - - - ·- -t::::::::JM,E,P,FPBIDPROCESS---- - - -·---

                                                                                                                        t::1 STEEL BUYOUT

                                                                                                                            =GLASS/CURTAIN WALL PROCUREMENT PROCESS

                                                                                                                                c:::=======::JGLASS/GLA21NG LEAD TIME

                                                                                                                               • PROJECT AWARD
                                                                                                                            - - - -     - - - - - - - - .. - - - .. - -- STEEL SHOPS/APPROVAL/DELIVERY ... -           --------------- --------------·---
                                                                                                                                    • AWARD STEEL




                                                                                                                                              • MOBiliZE I SITE LAYOUT




                                                                                                                                                                                                                                                                                       R.P. Appx. 221
                                                                                                                                               -SILTATION CONTROlJCLEAR SITE

                                                                                                                                                   -MASS GRADING


I:Zi::::l Early bar
                                                                                                                             KOLL DEVELOPMENT CO.
-       Progress bar                                                                                                           FEBRUARY 20, 2DOe
-Critical bar                                                                                                        DALLAS INTELUCENTER~WNER SCHEDULE
                                                                                                                                      211,637 SF
-summary bar                                                                                                                        AITACHMENTA
•       Start mHestone point
•       Finish rnltestone
                                                                                                                                                 .. -       ~STORM SEVERS/STRUCl\JRES/INLETS

                                                                                                                                                                                                                          ====::=JCONCRETE PAVINGIIRRGATION SLEEVES



                                                                                                                                                                                                                                        =       BACKFIUL CURBS/FINE GRADING FOR

                                                                                                                                                                                                                                            =       SIDEWAU<sn.!ISC. CONCRETE




                                                                                                                                                 -FOUNDATION SYSTEMS

                                                                                                                                                             liil UNDERGROUND ELECTRIC/PLUMBING

                                                                                                                                                               •     POUR MUDSLAB ON GRADE (CASTING SLAB)

                                                                                                                                                                   -FORM, REINFORCE & POUR TIL1\JP PANELS

                                                                                                                                                                        - T I L T PANELS
                                                                                                                                                                               .•.• - .• - ..   ~   - - .• • • • • • •   STRUCTURAL STEEL.IDECKINGIPOUR DECKS (1 THRU 4)

                                                                                                                                                                                                             = = = = : : : l PATCH PANELS/ETCH/PAINT

                                                                                                                                                                                                                = = = = = : : = J PUNCHED 'MNDOWSISTOREFRONT

                                                                                                                                                                                                                 =           MISCEULANEOUS STEEL/STAIRS

                                                                                                                                                                                                                  = = = = = : : : l MECHANICAL SYSTEMS/ROOFTOP HVAC UNITS
                                                                                                   ••••••• "           • -       • • .•    • •   -      •    • • •         • ••• -              • .• •      • - - - - : . ·-ROOFING VIORK • • - • • • • • " - - - • - •••.

                                                                                                                                                                                                                     ====::=J PLUMBING RISERSIBATHROOM ROUGH-INS

                                                                                                                                                                                                                         = = = = = = = = STUOSIDRYWAUJFIMSHES@

                                                                                                                                                                                                                          ========DRYWALL SHAFTS @j STAIRSIELEVATavl

    1350     POVER DISTRIBUTION/INTERIOR PANELS          55< 14SEP06 29NOV06
    1450     MECHANICAL UNITS SET-FINAL TERMINATIONS     15< 14SEP06 040CT08   --.    -----        • - - - - ••.. - -.           - - •       - - •• -.        - • • • • • - - - .. - - • - - - -          • -              "ci:::::::::iMECHANICALUNITSSET-FINAL TERMINATIONS •.   ---

    1360     PERMANENT POVER AVAILABLE                    0 20SEP06                                                                                                                                                          .PERMANENT POVER AVAILABLE

    1320     ELEVATOR CONSTRUCTION                       55< 21SEP06 06DEC06                                                                                                                                                                          ELEVATOR CONSTRUCTION

    1370     CURTAINWALL                                 25< 21SEP06 2SOCT06                                                                                                                                                  -CURTAINWALL

    1590     CERAMIC TILE/PLUMBING FIXTURES/PARTITIONS   30< 160CT06 24NOV06                                                                                                                                                             =CERAMIC TILE/PLUMBING            FIXTURESIP~
    1470     MAIN ENTRY AND REAR CANOPY VI.I:JRK         30< 230CT06 01DEC06   - - • - - - - - - - - - • - -     •       .. .•   • •      • • - • • • - - • - - - •• - - - - .                      -·····-          ···-     · · - - · - - - · - - - MAINENTRYANDREARCANOPY

    1440     MAIN BUILDING DRIED IN                       0 260CT06                                                                                                                                                                     • MAIN BUILDING DRIED IN



                                                                                                                                                                                                                                                               • SUBSTANTIAL COMPLel




                                                                                                                                                                                                                                                                                     R.P. Appx. 222
J::El~Eartybar
                                                                                                                        KOU. DEVELOPMENT CO.
-     Progress bar                                                                                                        FEBR.UARY 20,2006
-Critical bar                                                                                                  DALLAS INTELUCENTER...QVVNER SCHEDULE
-summary bar
                                                                                                                               211,637 SF
                                                                                                                             ATTACHMENT A                                                                                                                               ~'(~0
•   Start milestone point
•   Finish nilestone
                                   EXHIBITB
                            OUTLINE SPECIFICATIONS
              211, 637 SQUARE FOOT SPECULATIVE OFFICE BUILDING
                            INTELLICENTER- DALLAS
                                      for
                          KOLLDEVELOPMENTCOMPANY
                                February 20, 2006

                         DIVISION 1 -GENERAL REQUIREMENTS

Section 1A- Summary of Work

The project titled Intellicenter- Dallas for Koll Development is a proposed shell office building
development located in Irving, Texas.

The project consists of(1), 4-story, building, totaling 211,637 gross square feet with parking as
shown on the Glenn Engineering plans.

The exterior surface of the building is to be load bearing, tilt-up concrete, architectural wall
panels, aluminum clad punched windows, with insulated tinted glass system and aluminum
curtainwall glass system with insulated tinted glass units.

It is the goal of Koll Development to achieve basic LEED certification for Core & Shell (24
points). Refer to the attached Preliminary Project Checklist dated 8/9/05. The GMP includes the
direct design and construction related costs associated with these items. Our GMP does not
include the costs for the following LEED credits:

       Energy & Atmosphere - Credit 3 -Additional Commissioning
       Energy & Atmosphere - Credit 5 - Measurement & Verification
       Materials & Resources- Prereq. 1- Storage & Collection ofRecyclables
       Innovation in Design & Process - Credit 2 - LEED Accredited Professional

Our GMP also excludes any costs associated with the LEED certification and associated
Commissioning of the building systems.

Section 1B - General Conditions

The Developer is Koll Development Company and shall provide the following items for the use
of the Design/Builder (Clayco):

    1. Phase I environmental report.

    2. Soil Investigation and report; on-site materials testing and inspections.

    3. Entry road and utilities to the site.

    4. Topographical and boundary survey.

The Design/Builder (Clayco) shall include the following items as required for the execution
and/or completion ofthe Work. PLEASE NOTE: This listing is not to be considered all
inclusive nor complete, but merely as a guide for the major items to be included under this
Division.
R.P. Appx. 223
Section 1B - General Conditions - continued

1.     Civil engineering will meet the design/build requirements and will be provided by the
       design/build contractor.

2.     Architectural and structural engineering, construction documents and specifications; the
       engineering documents shall include the plumbing, mechanical, electrical and fire
       protection work as these items are being completed by engineering consultants.

       The design/builder shall cause the preparation and design of all construction drawings and
       specifications and incorporates the intent of the scope drawings and construction guidelines
       utilizing a licensed, registered, insured architect and engineer for all design and structural
       components of the building. The design/builder will cause the design to comply with all
       applicable local, state and national codes and all design requirements for obtaining the
       necessary permits. The design/builder will include any specialized design or consulting
       services needed.

       Provide all shop drawings, cut sheets, samples, submittals and other required items for
       Owner's review. Simultaneously both design/builder and design professionals are to
       review and approve all shop drawings and submittals.

       In addition to all other insurance requirements of design/builder set forth in these general
       conditions, or the general conditions attached to the AlA Contract Agreement, the
       design/builder shall require its architect and all other professional subcontractors to obtain
       and maintain professional errors and omission coverage in connection with such
       subcontractors work. Professional errors and omissions insurance shall be endorsed to
       provide contractual liability coverage. Such coverage for the architect and any other
       professional subcontractor shall be in amounts not less than $2,000,000 each. Certified
       copies of the policies evidencing such coverage shall be furnished at the same time as the
       other evidence of insurance required under this agreement.

3.     Temporary utilities- water, telephone, power and portable toilet facilities shall be
       provided by the Design/Builder (Clayco) of sufficient capacity and at the locations
       required for their work. Pay for all costs to establish service and usage until the issuance
       of substantial completion notice.

4.    Supervision- Any and all Design/Builder (Clayco) project site and office supervision
      required for The Work shall be included, including a full-time qualified field
      superintendent.

       A part-time Project Manager will be provided to coordinate both design and construction
       and to serve as liaison between the design team, Owner's representatives, and the field
       superintendent. The cost of this project manager is included.

5.     A progress schedule will be a part of the contract and the schedule will be updated and
       delivered to the Owner's representatives not less than monthly.

       Direct project progress meetings at the jobsite. The Owner's representatives will be
       invited as well as the Owner project manager, all subcontractors and key equipment and
       material suppliers.


R.P. Appx. 224                                   2
Section 1B - General Conditions - continued

       There will be written minutes of the meetings and distributed copies to all parties
       concerned within three days following the meeting.

6.     Provide progress photographs. Submit no less than 5 slides of the work in progress with
       each application for payment to document percent complete.

7.     Submit payment requests monthly using AlA G702 format and G703 schedule of values.
       Confirm billing procedures with the Owner's representatives.

8.     The Design/Builder (Clayco) will submit all claims for changes to the Owner's
       representative for approval, including the add or credit cost of the change and the affect
       on contract completion date. No change order work will be started prior to Owner's
       approval.

9.     Security- Provide and maintain job site security, as required to secure the project during
       construction term.

10.   Insurance Coverage- Provide a certificate of insurance issued to the Owner evidencing
      insurance coverage as follows:

       Workmen's Compensation                                       $1,000,000
       General Liability including Contractual Liability            $1,000,000
       Comprehensive Auto                                           $1,000,000
       Builder's Risk Insurance- Included
       Provide $25,000,000.00 umbrella coverage.

11.   Surveys and Lay-Out- Owner shall provide a monumented boundary survey of the
      parcel. The Design/Builder (Clayco) shall perform all work required for the lay-out of
      The Work including line and grade surveying.

12.   Coordination of testing and inspection reports and recommendations with actual
      construction methods.

13.   Materials and Workmanship- Materials used in The Work will conform to the latest
      Standard Specification of the American Society for Testing Materials, The American
      Concrete Institute, The American Institute of Steel Construction, American Welding
      Society, American Society of Mechanical Engineers, National Electric Code, N.E.M.A.,
      American Institute of Electrical Engineers and the rules and regulations of the National
      Board of Fire Underwriters.

      The workmanship will be consistent with the best practice of the various building trades
      and will conform to the standards of good construction for this class of work.

      Where a product is specified by a trade name, a product of equal performance maybe
      substituted only with the prior approval of the Owner and Architect or Engineer of
      record.




R.P. Appx. 225                                  3
 Section lB- General Conditions- continued

 14.   Color Selections- Owner and/or Architect will provide a finish color schedule ofthe
       exposed surfaces ofThe Work in a timely manner for the Design/Builder (Clayco)'s use
       in coordinating building shell.

 15.   Temporary Heat, Water and Power- Heat, water and power will be provided as required
       for construction. The permanent heating, cooling and electrical system will be utilize
       as required for construction use; thus the warranty for the equipment may start prior to
       the building substantial completion. The Builder has included the cost of operating the
       systems until Substantial Completion has been achieved.

 16.   Guarantees - Upon notice from the Owner, the Design/Builder (Clayco) will remedy any
       defects due to defective workmanship or materials which will appear within a period of
       one year from the date of Substantial Completion of The Work.

 17.   The following items are included in the General Conditions/General Requirements for
       the Design/Builder (Clayco ):

       a.    office supplies, postage, telephone, shop drawing blueprints, reproduction costs,
             progress photographs, computer and EDP expenses, first-aid supplies, insurance
             and other such miscellaneous expenses.


       b.    Project staff including salaries and benefits for Project Executive, Project
             Superintendent, Engineers, Accountants, Assistants, Estimators, Purchasing,
             Secretaries and Clerks.

       c.    Tools and supplies including hand tools and construction equipment having an
             individual new value of less than $200 and consumable items which are used in
             the construction operation such as chalk, kerosene, brooms, brushes, etc ...

       d.    Job office including rental of trailers, temporary buildings or office space for
             project staff. Also include interior modification and mechanical/electrical work as
             required to said job offices.

       e.    Plant, vehicles and repairs such as purchase of rental charges for plant owned by
             Design/Builder (Clayco) or outside parties. Items include transits and levels,
             rental or purchase of job vehicles and repairs and maintenance of plant and
             vehicles used specifically on this project.

       f.    Temporary buildings, barricades and installations including labor, lumber,
             millwork, and other building materials used in the construction of tool sheds and
             other temporary structures with the exception of the job office which is included
             above.

       g.    We have included the cost of the Building Permit.




R.P. Appx. 226                                 4
Section 1B- General Conditions- continued

18.    Project close out requirements will be provided as follows:

        a.    Record drawings plans which will be maintained in the field trailer of all field
              changes on the contract drawings and at the conclusion of the project a set of
              reproducible stamped "Record Drawing" including field changes will be turned
              over to the Owner. All As-built drawings will be provided to owner via CD-ROM.

        b.    Provide (3) sets of operating and maintenance manuals to the Owner.

        c.   Provide operating instructions to the Owner's representatives. Walk the Owner's
             designate through all systems and demonstrate the proper sequence of starting,
             normal operation and adjustments and shut-down. Include physical verification
             that all safeties work properly.

        d.   Provide job clean up during the project and final clean up. Clean and wash
             windows, remove all debris inside and out and leave the entire building "broom
             clean".

19.    The Design/Build Contractor's site office must include the following:

        a.    A furnished conference area with seating for a minimum of 12 persons.

        b.    Oae R:m:Hshed effiee fer liSe by the arehiteet, engineer er Owner.

        c.    Telephone and DSL quality Internet services for the offices. Oae adelitienal seJJarate
              tele~Jhene }me ifi a leeatieB efthe Ovmer's eheiee fer SeJJarate fwr liSe by the
              OWBer/1\rehiteet/ Bngineer. (Fax machine furnished byOwner, if available at site).

        d.    Copier capable of llxl7 format and onsite drawing plotter capable of 36" paper
              width format for shared use by Design/Build Contractor, Owner and Owner's
              consultants.

                                  DIVISION 2 - SITE WORK

Section 2A - Subsurface Investigation

Subsurface Investigation will be completed by Koll Development.

All on site inspections and monitoring the excavation will be paid for by Koll Development.
Every site location will involve different soil characteristics that will affect the earthwork,
paving and foundation design.

Section 2B - Site Preparation

Site preparation and clearing shall be provided to remove vegetation, trees and/or shrubs in the
new construction areas unless noted to be reused or salvaged.



R.P. Appx. 227                                    5
Section 2C - Earthwork

All earthwork shall be performed per the recommendations of the geotechnical design report.

Provide mass grading of entire site including all cut and fill required. The existing pile and any
excess material from the cut to ftll operation will be hauled off by Koll. Excess topsoil and
vegetation will be strategically stockpiled for future placement in landscape berms.

Excavation to subgrade elevations for all interior footings and slabs on grade. General and
rough grading of the site to achieve the proposed subgrades.

Finish grading of areas around the buildings, paving and sidewalks to achieve proper drainage
and uniform surfaces; finish grading for the building area and site to a 0.1 foot(±) tolerance.

Finish planting areas will be finish graded for planting by landscaping contractor as part of the
work. All planting and sod areas shall have a minimum of 4" topsoil. Topsoil work will be
completed if necessary out of landscape budget.

Design/builder shall protect and maintain any and all existing utilities, drives and parking areas
which are to remain in service and are adjacent to the work during the course of construction
activities.

Section 2D - Storm Sewers and Utilities

Underground storm-sewer system will be installed to collect surface storm water run-off
throughout the site and drain to adjacent off site system.

Provide all water service for domestic use and fire protection with new hydrants, as required.

Provide underground service for electric and telephone. TXU fees for electric service will be
paid by Koll.

The gas service is by Koll Development.

All utility work will be limited to work on site and as indicated on the civil documents. The
sanitary sewer and water utility work are to service building tie roof drains into storm sewer
system.

Section 2E- Paving and Surfacing

The work includes concrete paving and curbs as shown on the Civil drawings including entry
and island work along Regent Boulevard.

Provide curb cuts for entrances as shown.

Pavement markings to be white two coat paint system.

Provide concrete pad at loading dock and dumpster pad. Provide concrete pad for transformer.

Provide $25,000 budget allowance for exterior hardscape; this includes fountains, artwork, brick
pavers, signage and furniture at the entrance locations. The base bid includes concrete sidewalks
@ the 2 entrances.
R.P. Appx. 228                                   6
Section 2F - Irrigation System

A landscape irrigation system design and installation will be provided as an allowance of
$75,000.

Section 2G - Landscaping

An allowance of $225,000 has been provided for landscaping.


                                  DIVISION 3 - CONCRETE

Section 3A - Cast-In-Place Concrete

Reinforced-concrete at foundations based on 3500psi compressive strength at 28 days.

Provide all concrete work in accordance with the structural drawings.

Concrete sidewalks in locations and width as indicated on the site plan, standard-broom finish
on a 60" square pattern, 4" concrete minimum 4000psi and rebar and granular base if required
by code.

Reinforced concrete drilled piers with bearing capacities as recommended by the structural
engineer.

First, Second, Third and Fourth floor concrete structural slabs over 2" metal decking and beams
with mesh reinforcing and 4000psi concrete (3" thick). Concrete to be steel troweled to a
smooth finish within normal tolerances.

Provide six (3) sets of pan stairs; regular weight concrete at treads and landings.

Provide non-shrink, non-metallic grout as required for all column base plates.

Provide foundation pits and slab at elevator construction. (Three (3) elevators included).


Section 3B- Tilt-Up Concrete Panels

All concrete panels will be completed as site cast, reinforced, architectural concrete panels. All
Tilt-Up panels will be designed and constructed with the most up-to-date quality assurance
programs available through the Tilt-Up Concrete Association, Concrete Specification Institute,
Concrete Council, and Clayco Construction Company's own high standards. An alternate will
be provided to have 15' wide panels instead of30' wide. The window configuration at the top
level will need to change if the 15' wide panel option is pursued.

The system will be detailed in conjunction with all aluminum window and curtain wall systems
to provide wholly integrated exterior building cladding system.

A tilt-up screen wall will be provided for the truck dock area.



R.P. Appx. 229                                   7
                                     DIVISION 5- METALS

Section 5A- Structural Metal Framing

Structural steel shall comply with ASTM A-36 and A572, GD50 as noted on drawings and
structural steel framing shall be provided to include the following:

Elevated floor slabs are designed for 1OOlb. live load, with Code allowance reductions.

Structural steel column and beam system to support the floor and roof structures. All shapes
will be installed.

Steel framing supports for the metal screen wall.

Miscellaneous structural steel as required for new construction.

Steel channel framing as required for floor and roof blockouts.

Section 5B- Metal Joist and Metal Decking

Structural steel beams for 15\ 2nd ,3rd and 4th floors and bar joist at roof deck. All joists shall be
designed and installed per SJI specifications.

Steel roof decking to support roofing system per SDI Standard No. 1 with factory primer. 1 W'
metal decking to be 22 gauge painted. Roof deck and joist shall be sloped to provide 1/4" per
foot slope for positive roof drainage.

2" x 19 gage galvanized steel decking to support concrete slab at the first, second, third and
fourth floors.

Section 5C- Metal Support System
All interior partitions shall contain standard metal studs on 16" centers, size and gauge as
required unless otherwise noted.
Columns, chases and soffits shall be furred with metal studs, furr ceilings where indicated to be
drywalled (fired rated where required).

All lintels, 6" pipe bollards (concrete filled), steel tube and hand rails and miscellaneous other
steel as shown on architectural and structural drawings.

Mechanical equipment supports, as required.

Include Morins X-12 type horizontal prefinished panel system for mechanical screen and
vertical entry element at all entries. Include metal stud framing as required.

Section 5D - Metal Fabrication

Steel angle dock nosing (embedded in concrete at the outer edge of dock).

Stair system with steel pan treads and landings with concrete fill.



R.P. Appx. 230                                     8
 Section 5D - Metal Fabrication - continued

 Include Alucobond metal panel system at vertical features and roof parapet condition per the
 drawings.

 Include sunscreens at 3 levels near both entries and building ends.

 Metal access ships ladder to roof hatch at one stair location.

 Elevator divider beams and sill support angle.


                             DIVISION 6 -WOODS AND PLASTICS

 Section 6A - Rough and Finish Carpentry

 Wood blocking, nailers, grounds blocking at parapet walls, furring and framing with standard
 construction grade #2 yellow pine or Douglas for lumber required to complete all new
 construction, (fire treated as required by Code).

 Each electric closet will have one wall with plywood mounted to it for installation of telephone
 equipment. Telephone equipment by others.

 Solid surface lavatory tops for the restroom lavatories for one core at each floor for a total of
 eight (8) restrooms.

 One full length wood shelf only a janitor's storage closets. Shelf constructed of A WI custom
 grade plywood and exposed edge receiving a hardwood edge.

 Installation of all toilet accessories in restroom lavatories.

 Window sills shall be 1/16" general purpose plastic laminate on 3/4" APA high density overlay
 plywood. At curtain wall, provide metal sills.

                 DIVISION 7- THERMAL AND MOISTURE PROTECTION

 Section 7A- Insulation and Fireproofing
 3-1/2" (R-13) fiberglass with foil faced vapor barrier to above ceilings.

 1" rigid insulation board on exterior walls at spandrel glass, otherwise, batt insulation will be
 used at exterior walls.

 2" rigid polystyrene insulation board on foundation perimeter walls below floor slab.

 Provide fire rated assembly by use of drywall or spray on fireproofing at beams extending from
 the rated stairwells to the first adjoining structural member in accordance with applicable codes.

 Provide floor to floor fireproofing as required for all penetrations.

 Include fireproofing main beam supports as required for all stairwells.

 Section 7A - Insulation and Fireproofing (Cont)
R.P. Appx. 231                                      9
Include vapor barrier type insulation above ceiling areas; seal all joints carefully, especially at
perimeter condition at 4th floor attic space.

Section 7B - Roofmg

Roofing shall be 45 MIL mechanically attached TPO polymer based roof system with R value of
20 (meet the energy code in each area).

Roof area to be drained by interior roof drains located along the exterior wall.

10 year warranty (material and labor) provided by the manufacturer after his inspection of the
roof.

Section 7C - Flashing and Sheet Metal

Flashing and sheet metal as required for the roof parapet walls.

Paint-grip, galvanized sheet metal installed at locations requiring flashing, counterflashing and
roof drain pockets unless otherwise noted on drawings.

Prefinished and pre-formed aluminum coping at parapets as required, unless otherwise noted on
drawings.

Section 7D - Roof Accessories

Roof hatch and ships ladder installed for access to roof.

Section 7E- Caulking

Caulking at required joints and intersections to two different materials. Exterior joints shall use
two component polyurethane based sealing compounds, Tremco Dymeric or equal. Interior
joints and under thresholds shall be architectural grade caulking compounds, Sorreborn Kaukit,
or equal. Provide closed cell backer rod as required, material shall be round rod.

                           DIVISION 8- DOORS AND WINDOWS

Section 8A - Metal Doors and Frames

Hollow metal doors and frames as shown on drawings will be primed and coated with 2 coats of
gloss enamel paint. All hollow metal frames will be welded at seams. All doors shall be 18
gauge, 1-3/4" thick with finish faces, exterior door shall be insulated.

Aluminum frames at passages to restrooms and building maintenance rooms and stairways.

Hollow metal doors at passages to mechanical equipment to be fire-rated as required.

One (1) 8'x9' manual overhead door at loading dock. The compactor opening will be provided
by Clayco; the door to the compactor (if necessary) will be provided by the compactor vendor.

Hollow metal frames at pump rooms and building electrical room.

R.P. Appx. 232                                   10
 Section 8B - Wood Doors

 Any wood doors used by tenant shall meet or exceed the following specification:

 Wood doors at all passages throughout interior unless otherwise noted doors to be 1-3/4" thick,
 solid core, mahogany veneer doors to be fire-rated as required. Doors to be 3'-0" x 8'-0" (H) in
 aluminum metal frames.

 Section 8C- Glass and Glazing

 Furnish and install an insulated store front window system at building off-sets. Clear anodized
 aluminum finish per the architectural drawings, glazed with insulated glass units per the
 architectural drawings. Glass to be clear system with low E similar to the Atlanta project.

 Aluminum clad insulated punched window system by Vistawall (basis of design) or equal.

 Mirror glass in all bathrooms, glass to be 1/4" thick.

 Provide glass feature wall at main stairwell (all levels).

 Provide two (2) double glass door vestibules at 1 entry.

 Provide revolving door and two (2) single glass doors at main entry.

 Section 8D - Hardware

 Hardware shall include the following and will meet all ADA requirements.

 EXTERIOR DOOR HARDWARE:
      1-1/2 pair hinges
      1 door stop
      1 exit device
      1 hydraulic closure
      1 cylinder lock
      1 weather strip and gasketing
      1 sill sweep
      1 strike lock shield
      1 threshold
      Code required panic hardware (where required).

 INTERIOR DOOR HARDWARE:
      1-112 pair hinges
      silencers
      1 latch set (Mortise)
      1 door stop
      Toilet room doors shall also have push/pull plates, kick plates and closers
      All hardware will be satin chrome
      All tenant supplied material must meet this specification.




R.P. Appx. 233                                     11
                                     DIVISION 9- FINISHES

Section 9A- Gypsum Drywall

All columns to have metal studs installed with drywall installation as part of the TI work.

Partitions and furring shall be fire-rated with 5/8" Type "X" gypsum board where required.

Moisture-resistant gypsum board shall be used in toilet rooms, janitor closets and pump room
exterior soffits, unless otherwise noted.

Partitions at toilet rooms, mechanical and electrical rooms shall be full height and sound
deadened with sound batt insulation. Bathroom ceilings to be drywall.

Stairwells and elevator shaft enclosures shall consist of gypsum 2 hour construction at all levels.

Exterior wall framing shall receive 3-5/8" stud framing with insulation and vapor barrier to
allow for voice, data and electrical work in the future.

Main lobby will include architectural grade drywall, coffered ceiling & metal pan ceiling. The
elevator lobby on 2nd, 3rd and 4th floor will also receive a drywall ceiling.

Include exterior framing as required for Alucobond supports at parapet elements and upright
locations.

Section 9B - Ceramic and Granite Tile

Provide ceramic tile per drawings at the floor and wet walls (full height) in all public toilet
areas.

Provide epoxy terrazzo in the entire main lobby area with tile base.

Provide porcelain tile boarder with cove base at 2nd, 3rd and 4th floor elevator lobbies.

Section 9C - Acoustical Ceiling

Upgraded 2x2 White aluminum grid for acoustical ceiling furnished and installed at decorative
soffit areas. No TI ceiling grid or pads are included.

Section 9D - Carpeting and Flooring

Carpet in the tenant finish area shall be furnished and installed under the tenant finish contract.

Provide carpet inset at 2nd, 3rd and 4th floor elevator lobby areas.

Main stairwell to be upgraded with carpet. The 2 secondary stairs will have exposed concrete
treads with painted stair stringers and drywall partitions.

Include heavy duty traffic rated sheet vinyl at lower level corridor areas.


Section 9E - Painting
R.P. Appx. 234                                     12
The exterior of the building will be acid etched and include a one coat MODAC paint system on
all surfaces.

Drywall ceilings and walls to receive two coats of paint.

All exterior sheet metal to receive two coats of paint.

All hollow metal doors and frames to receive two coats of paint.

All exposed miscellaneous metal to receive two coats of paint.

Painting will be provided in the stairways. Two secondary stairwells will have exposed concrete
treads with exposed stringers and one stairway to be completely finished with drywall and
carpet.

                                  DIVISION 10 - SPECIAL TIES

Section 1OA - Identifying Devices

All interior signage and directories will be provided by Koll Development.

Exterior signage will be provided by Koll Development. Include conduit and junction box for a
building mounted sign and one conduit and junction box for an entry monument sign.

Section 1OB - Partitions at Restrooms

Full height gypsum board with louvered wood doors and wood frames.

Section 1OC - Toilet and Bath Accessories

(2) grab bars per handicap toilet stall.

(1) toilet tissue holder per toilet stall to hold two rolls of paper.

(1) paper towel dispenser/disposal per toilet rooms.

(1) sanitary napkin dispenser per ladies room.

(1) sanitary napkin disposal at each stall (ladies only).

lavatory top soap dispensers at each lavatory, per toilet room.

Section 1OD - Dock Equipment

Provide dock bumpers and dock edge angle at indicated areas on architectural drawings.

Include one (1) 35,000 pound mechanical dock leveler (6'x7').



Section 1OE - Fire Extinguisher Equipment
R.P. Appx. 235                                      13
Provide Code required quantity of stainless steel semi-recessed frre extinguisher cabinets for the
base building.

 Section 1OF - Access Flooring

Under the shell budget, the access flooring will be stockpiled on the floor. The access flooring
locations include all areas in the building besides the following: bathrooms, stairwells, dock
areas, elevator lobby at upper levels, and complete 1st floor lobby areas from both main entries
across the building.
Base Area -Provide 14" high raised access floor system at 15\ 2nd, 3rd and 4th floor levels to receive
carpet tiles. Support system to be bolted pedestals. Tiles are concrete filled bare metal type with
point load capacity of 1,000 lbs. No grounding is provided. An alternate has been provided to
utilize 1,250lb for all access floors including laminate tile locations.

Electric Rooms- Provide 14" high raised access floor system with top finish of high-pressure
laminate with integral trim. Support System to be pedestals. Tiles are concrete filled metal type
with point load capacity of 1250 lbs. No grounding is provided. Material manufacturer is Tate
Access Floors or equal.

Four panel lifters are included. Two emergency panel lifter wall plates are included.

                                 DIVISION 12 -FURNISHINGS

 Section 12A- Horizontal Blinds

Blinds will be included at all exterior glass punched window systems. Blinds to be 1" horizontal
mini-blinds equal to Bali or Levelor in a manufacturer.


 Section 12B- Floor Mats and Frames

Provide one piece polypropylene mats with anodized aluminum frames at two (2) entry
vestibules.

                           DIVISION 14- CONVEYING SYSTEMS

 Section 14A - Hydraulic Elevators

Provide one (1) freight elevator with a 4,500# capacity. Interior cab shall be 5'-8" x 7'-10" x
9' -0" high.

Provide two (2) passenger elevator with a 3,500# capacity. Interior cab shall be 4'-9" x 6'-8" x
7' -4" high.

Freight elevator will include 112" thick damage control pads.

Passenger elevators will be center opening. Freight elevator will be side sliding.

Elevators will operate at 150 f.p.m. and operate on 208V, 3-phase, 60 hertz. Passenger elevator
will have a 40hp motor. The freight elevator will have a 60hp motor.
Section 14A- Hydraulic Elevators (cont)
R.P. Appx. 236                                    14
Provide duplex micro-processor control.

Signals will be standard stainless steel finish, digital car position indicators with illuminated car
and hall buttons.

In-car lantern with gong and floor passing signals.

Constant features will be a Lambda II infrared, multi-beam door reversal device with remote
elevator monitoring REM ready, fire fighter service Phase I and Phase II and handicap and
Braille markings.

                                DIVISION 15 - MECHANICAL

Section 15A - Fire Sprinkler System

The contractor shall provide an engineered site five (5) protection layout for installation by
others.

This building is classified as a Light Hazard occupancy. The combination sprinkler and
standpipe system shall be hydraulically designed to deliver a density of 0.10 gpm. over the most
remote 1,500 sq. ft. with hose stream allowance per local requirements. Any Ordinary Hazard
Group I areas will be hydraulically designed for a density of 0.15 gpm. over the most remote
1,500 sq. ft. with 250 gpm for hose stream allowance per local requirements. The minimum
flow rate for hydraulically most remote standpipe shall be 500 gpm. and 250 gpm. for each
additional standpipe, with the total not to exceed 1,250 g.p.m. 100 psi at the top of the standpipe
is required. Interconnect each standpipe at the lowest floor level. Provide control valve at the
base of each standpipe. Provide roof manifold at required areas per UBC and IFC.

Include pump system if required by code incoming flow/pressure to meet building performance
requirements. Contractor shall provide fire flow test on nearest available water supply.

Contractor to provide incoming service backflow preventer of the type required by local
authorities.

Fire protection work starts at the flanged lead-in connection inside of the building.

Provide 1" outlets on branchline piping with 1" sprigs and upright brass sprinkler heads to
protect the building shell areas. Upon tenant finish, upright sprinklers will be removed and
replaced with pendent sprinklers per tenant requirements. In finished shell and core areas
provide concealed heads located to work a pattern in the room.

The Fire Protection Contractor shall provide sprinkler head layout, hydraulic calculations, final
fire pump and jockey pump selection based on hydraulic calculations, pipe routing with sizes
and elevations as required by N.F.P.A. (latest edition) and insurance carrier.

All work shall comply with the fire protection requirements and codes of the City Building
Department, the State and Local Fire Marshal and N.F.P.A. National Fire Codes.


Section 15A- Fire Sprinkler System (cont)
R.P. Appx. 237                                    15
The Contractor shall submit shop drawings (including device/equipment product data
submittals) and hydraulic calculations to the municipality having jurisdiction and the
Architect/Engineer prior to commencement of project and purchase of materials. Contractor
shall submit as-built drawings and maintenance manuals as directed by the Architect/Engineer.


The Fire Protection Contractor shall coordinate his work with that of all other trades.

The Fire Protection Contractor shall guarantee all labor and materials for the period of one year
from the date of completion.

Fire protection sprinkler piping shall be either Schedule 40 black steel pipe with screwed fittings
or Schedule 10 black steel pipe with grooved fittings.

Sprinkler heads shall be UL listed and FM approved and shall be quick response rated at 155
deg. F (or temp required for location).

Contractor shall provide and install each of the following devices and pieces of equipment:

1)    Fire department connection. (Polished chrome)
2)    Fire hose connections and caps at each stair landing.
3)    Floor control valves at each floor with drain visor.
4)    Inspector's test connection for each zone.
5)    Spare sprinkler cabinet with heads and wrench

Contractor shall provide sprinklers of the type installed for the use as spares to the building
Owner. The number of sprinklers shall be as required by code. Contractor shall provide
sprinkler wrench for each type of sprinkler supplied. Spare sprinkler cabinet shall be located
next to the fire pump.
The Fire Protection Contractor is responsible for all leak damage due to system, installation and
materials.

Contractor shall perform all tests on system as required by N.F.P.A., local code and insurance
earner.

All piping shall be suspended independently from building structure. Vertical pipe risers shall be
supported at least once on each story height. Riser clamps at base of riser shall be supported at
building structure. All supports and hangers shall be so constructed as to allow for proper pitch
and expansion of pipes. Position exposed riser clamps so they do not create a tripping hazard.

Contractor shall remove all debris from job site daily to Clayco provided dumpster and leave all
work and equipment in clean working condition.

Contractor shall provide and install all pipe sleeves. Sleeves shall be at least 1-1/2 times the size
of the pipe and shall be similar material to prevent reaction between pipe and sleeve.

Contractor shall provide and install fire stopping as to completely seal all penetrations of fire
rated assemblies, walls and ceilings caused by this trade. The system shall be installed
Section 15A- Fire Sprinkler System- continued
R.P. Appx. 238                                   16
 according to an Underwriter's Laboratories approved through penetration fire stopping
 protection system, have been tested in accordance with ASTM #E-814 and UL #1479 and shall
 have an "F" rating not less than the required rating of the wall penetrated. The annular space
 between pipe and the fire rated assembly shall be filled with the approved material so as to
 maintain the integrity of the fire rating ofthe assembly penetrated. Insulation shall not pass
 through fire rated assemblies.


 Section 15B- Heating. Ventilating and Air Conditioning

 Piping, except branch lines feeding heads in rooms, shall not pass through stairwells, five rated
 exit pathways, electrical rooms/closets, and tele/data rooms.

 All heating, ventilating and air conditioning work will be designed and installed in accordance
 with the local adopted codes (including International Energy Code) and with the ASHRAE
 standards and guidelines, SMACNA standards and the outline below. All equipment with
 electrical connections will bear the UL Label and all refrigeration equipment will be labeled in
 accordance with ARI.

 An HVAC system will be provided that utilizes four (4) packaged electric heating and electric
 cooling, down discharge, roof top package air conditioning units (RTUs). RTUs will provide
 550 tons of capacity. The following features are required:

 1)    Return air bypass with damper, damper actuator and temperature control (supply air
       temperature must be re-heated to 61-62 degrees F).
 2)    Multiple stage electric heating coil (4 stages). Step controller required.
 3)    100 % power exhaust.
 4)    30% filter section with 2 sets of throwaway filters. Also provide one set of construction
       filters in the units.
 5)    0 to 100 % economizer with enthalpy control and low ambient lock out control.
 6)    Freeze stat protection.
 7)    Supply air temperature control.
 8)    DDC temperature control panel/module with BACNET & or LON capabilities as well as a
       human interface unit mounted panel.
 9)    Factory installed and wired unit electrical disconnect switch for a single point connection.
 10)   Factory installed and wired GFI convenience outlet.
 11)   Complete manufacturer's 1 year warranty for parts and labor from the date of start up.
 12)   Additional 4 year extended parts only compressor warranty.
 13)   High efficiency motors for supply and exhaust.
 14)   Complete static pressure control capabilities referencing outside, space, duct and under
       floor pressures.
 15)   Variable frequency drives on the supply fan as well as spring isolation.
 16)   460 VAC I 60HZ I 3 phase.
 17)   Hinged access doors.
 18)   Flat roof curb.
 19)   Low leak outside air dampers.
 20)   Low leak supply air dampers.
 21)   Independent control of outside and return air dampers.


 Section 15B- Heating. Ventilating and Air Conditioning
R.P. Appx. 239                                   17
The system will be designed meeting the following design conditions:

       Outdoor Design Conditions:
             Summer:        100°F DBI74°F WB
             Winter:

       Indoor Design Conditions (occupied area):
              Summer:       75°F DB (+/-2) 50% RH
              Winter:72°F DB (+/-2)

       Outdoor Ventilation: Per ASHRAE Standard - 20.0 CFM/person
       Infiltration:        1.0 CFM/linear foot of exposure
       Heat Gain:           One person per 120 sq. ft. of occupancy
                            1.5 watts per sq. ft. demand for lighting
                            3.0 watts per sq. ft. miscellaneous power
    Occupants:              1 per 120 SF (at 245/155 sensible/latent BTU/Hr each).

The design will be based on the use of tinted, double paned, insulated glass for curtain wall and
at all other window areas with the blinds open.

Return air will be provided in perforated white finish. In the core areas only, insulated plenum
type linear supply slot supply air diffusers in the ceiling will be provided. Exhaust grilles will be
square, louvered faced. Return air grilles in each office and conference room (provided in tenant
finish) will include acoustically lined sound boots. All in floor supply air will be delivered
through the in floor VAV terminal I diffuser. The in floor air devices will be installed in the
future T.I.

Zoning of fan terminals and VAV boxes shall not be less than 1 zone per 250 sq. ft. with a
dedicated fan terminal unit in each building comer with two exterior exposures. Each fan powered
box will incorporate an electric heating coil. All in floor FTUs and VAVs will be stockpiled to the
floors and installed in the future T.I. In floor FTUs will be sized at maximum of 50 linear feet at
the exposure.

Shell and core construction of toilets, corridor, etc. will be completed using VAV units with a
maximum size of 1600 CFM each.

Cabinet unit heaters will be furnished in the vestibules. Heating and cooling will be provided to
main stairways and entry vestibule. Temporary heat will be installed by providing and installing
(4) 10 kW electric unit heaters above ceiling height per floor. These will be disabled once the in
floor FTUs are installed in the T.I. build out.

Exhaust fans will be provided to ventilate the janitor's closets and main toilet rooms. The system
will be sized at a minimum of 2 CFM/SF of exhaust for toilet rooms and janitor's closets. Make-
up air for the toilet rooms will be provided from HV AC supply air devices. Toilet rooms will be
provided with exhaust grilles.

Exhaust for the elevator machine rooms will be provided.

Stairways will be provided with cabinet unit heaters.

R.P. Appx. 240                                   18
Section 15B - Heating, Ventilating and Air Conditioning - continued


Fire pwnp room will be served by a 5 kW electric unit heater.

The dock area will be served by a 10 kW electric unit heater.

Elevator shafts shall have pressure relief as required by code.

All electric rooms will be exhausted. Make up air will be supplied from HVAC supply air
devices.

Fire dampers, smoke dampers and combination fire/smoke dampers will be provided as required
by code.

Materials and Methods
Ductwork will be galvanized sheet metal, constructed per latest edition of the SMACNA and
ASHRAE. Traverse joints on mediwn pressure system will be sealed with Hard cast. Insulated,
Class 1 flexible air ductwork will be used for the connections from mediwn pressure trunk
ductwork to variable air volwne units, fan terminal units and slot diffusers. Acoustical duct lining
or flexible duct wrap insulation will be provided where required to avoid noise and condensation.
Sound attenuation will be provided as required to achieve an overall maximwn NC-40 level in the
office spaces.

Vertical mediwn pressure duct risers will be provided from the RTUs to each floor with, and a
duct loop on each tenant floor will be provided. Acoustically lined, hard return air duct risers, in
shafts, from the lower floors to the RTUs will be provided with a stub out on each floor. On top
floor, a minimwn of 20 LF of acoustically lined return air duct from the RTU serving this floor
will be provided.


All mediwn velocity ductwork risers installed in vertical shafts shall be acoustically lined, with
lining extending horizontally 20' from the main riser on each floor.
Return air duct and supply air duct mounted smoke detectors will be provided for all air
handling units 2000 CFM and greater.

A complete direct digital temperature control and building management system will be
provided. Standard features including local PC workstation, dial in and out modem, and
complete color graphics to the VAV level. All wiring, software, hardware, sensors, actuators,
and control panels will be included for a complete and functional system. All core and parking
lot lighting will be controlled and wired to the BMS. Lighting contactors will be provided by
Division 16, low voltage wiring to the contactors will be by Division 15. All low voltage
temperature control wiring will be plenwn rated.

Section 15C - Plwnbing

All plwnbing work will be designed and installed in accordance with the codes listed in Section
1A of this outline specification. All equipment with electrical connections will bear the UL
Label.


R.P. Appx. 241                                    19
 Section 15C - Plumbing - continued

Soil, waste, vent, storm and water piping systems will be designed and installed in accordance
with the requirements of the local plumbing code.

 Soil, waste, and vent piping will be service weight, no-hub cast iron above grade in plenum areas.
 Schedule 40 PVC may be used otherwise including underground.

Storm water piping will be Schedule 40 PVC above and below grade. Roof drainage will be
provided by the use of 6" inboard roof drains. The piping system will connect to storm sewer
below first floor grade and exit building foundation wall.

An overflow roof drain system will be provided and will be sized the same as the primary
system and connected to a separate piping system within the building. The secondary system is
to terminate near through the wall near grade.

Water distribution piping will be Type "K" copper below grade and "L" copper above grade.

Water closets will be wall mounted white vitreous china, open front seats, and with battery
operated flush valves.

Urinals will be wall hung, white vitreous china, floor carrier type, with battery operated flush
valves.

Lavatories will be integral with the countertop with chrome plated battery operated sensor type
faucet, grid drain, P trap with cleanout plug, flexible risers, and stops. Insulation of exposed piping
and hot surfaces for handicapped lavatories will be provided.

Mop basins will be 24" x 24" floor set terrazzo with mop hanger, 24" hose, 4" handles, bucket
hook, and elevated vacuum breaker.

Brushed stainless steel, dual-level, semi-recessed, barrier-free self contained electric water coolers
located at each floor.

Provide three (3) wet columns (water, waste and vent).
Provide 1-1/2" water connection with valve at toilet core area.
Electric water heaters for toilet rooms sized per local plumbing code and ASHRAE guidelines will
be provided. Relief valves will be piped to floor drain. Include For piped systems longer than 100
lineal feet a hot water recirculation loop with pump and aqua stat will be provided.

General purpose and toilet room floor drains will be cast iron with nickel bronze, heel proof
grates.

A dry sump will be provided for each elevator pit - dry sumps to be pumped out with portable
sump pump provided by building maintenance.

Mechanical room floor drains will be medium duty, cast iron, and loose set top with sediment
bucket.




R.P. Appx. 242                                    20
Section 15C -Plumbing - continued

Roof drains will be cast iron with sump receiver, under deck clamp, adjustable extension and cast
iron mushroom dome (plastic domes not acceptable).

Overflow drains will be cast iron with sump receiver, under deck clamp, adjustable extension,
exterior water dam and cast iron mushroom dome.

A minimum of 3 frost-proof wall hydrants will be provided at grade. Also 2 hydrants will be
provided at the roof level for use for window washing.


4" incoming domestic water service will be provided with a gate valve, a reduced pressure
backflow preventor (type as required by local plumbing code), a pressure gauge and with the drain
piped to a floor drain. A valved and capped 1-112" line for irrigation system backflow preventor
and piping system will be provided. The irrigation system is not included.

Insulation will be provided on all vertical and horizontal domestic water, including inside of wet
chases, and on all horizontal downspout piping and roof/overflow drain bodies.

A stubbed out sanitary sewer and vent connection will be provided on each side of each toilet
room wet wall opening onto the tenant space or corridor for future connections. Provide at each
location, a valved and capped 1" domestic cold water stub out.

Provide the following fixtures:

1.    Toilets (wall hung flushometer type)
2.    Handicap toilets (wall hung flushometer type)
3.    Urinals (wall hung flushometer type)
4.    EWC (drinking fountains)
5.    Lavatories (custom), each with (3) bowls
6.    Janitor mop sinks
7.    Hot water heaters

General
All systems will be designed and installed in accordance with all federal, state and local code
enforcement agencies, ADA regulations, the Fire Marshall and the local building department.

Scope of Work
Water Service and Distribution, Plumbing Fixtures and Storm Water System
Sanitary, Waste and Vent System

Water Service and Distribution
Underground domestic water piping will extend from water meter with minimum system
pressure for core/shell total fixture counts. Backflow preventer will be provided at point of
service, separate from fire protection service. Water service will be metered within service pit.

Three (3) hose hibbs around perimeter ofbuilding, one (1) hose bibb on roof and (1) 1-112"
irrigation system connections will be provided.

Include dual level electric water cooler at each bathroom core.
R.P. Appx. 243                                  21
 Section 15C- Plumbing- continued


Elevator sump and code required discharge will be provided.

Water service is not sized for any special tenant load requirements.

Domestic Water Systems
The Core/shell system will include hot and cold water service and insulated distribution piping
to all core areas and stub connections/valves for tenant areas.

Fixtures will include commercial grade products in all bathrooms, ADA compliant. Any
exposed plumbing lines (supply and waste) will be chrome plated with appropriate wall
escutcheons at penetrations. All plumbing fixtures will be installed with shut-off valves.
Drinking fountains with central remote chiller will be provided per code. Domestic hot water
will be provided from electric water heaters.

No special water, gas, air or vacuum systems are included for tenant areas.

All water systems will be tested and approved for final use.

Storm Systems
Roof drain bodies and horizontal leader runs to be insulated. A properly sized roof drainage
system including roof drains, vertical piping and storm piping under the building will be
provided. Roof drain collector pipe system will connect into exterior storm system piping.
Include emergency overflow piping from roof drain locations to location above finished grade.

Office ceiling space to be used as a return-air plenum.

Sanitary System
The sanitary sewer will be stubbed into the building and extend through core/shell areas and be
stubbed into tenant areas for future interconnection. No special waste provisions are included
for lab waste.

Materials
Domestic water system: Type Land M copper, above floor, Type K below floor.

 Sanitary system: PVC above floor, cast iron below floor.

 Storm system: PVC above floor, cast iron below floor.

                       DIVISION 16- ELECTRICAL DESIGN BUILD

General
All systems will be designed and installed in accordance with all federal, state and local code
enforcement agencies, ADA regulations, the Fire Marshall and the local building department.

Temporary and Construction Power
Temporary service and distribution will be provided to all project trailers, electric scaffolds and
accessories, welding machines and power and lighting loads. Temporary power service and

R.P. Appx. 244                                   22
Section 16A - Electrical - Continued


distribution will be protected in accordance with OSHA requirements. Lighting levels and
distribution will be included in all areas to achieve code-required foot-candle levels.

Electrical Service
Service to the building will include (2) 4"C. underground raceway from the property line to
electric utility company pad mounted service transformer. The electric utility company will
provide underground primary cables, service transformer. Building will be metered at electric
utility company secondary voltage rate.

Current transformers, meter compartments, etc. will be included with service switchboards as
required by electric utility company.

Secondary underground conduits/cables and terminations from service transformer to interior
service switchboard will be provided. A separately metered power service will originate from
the electric utility company service transformer to a 75HP fire pump for the building (add
alternate, if required by code). Installation and protection of secondary service conductors will
be in conformance with NEC.

Telecommunications Systems Service
Service to the building will include (6) 4"C. underground raceways from the property line to the
demarcation point within the building. Telecom utility company will provide all service
conductors and/or fiber to tenant areas.

A 4'x8' plywood backboard, a dedicated isolated ground bar and a 20A duplex receptacle will
be provided at the demarcation point and at each Telecom Room. Tenants/Owner will provide
all data and voice wiring and equipment for the building including elevator phone service.
Rough-in boxes and conduits will be provided in all core/shell finished office areas.

(2) 4"C. conduit sleeves will be provided through floor slab between Telecom Rooms.

Power Distribution
Service switchboard will include service connection equipment; space for utility company
equipment; feeder overcurrent devices to support connected loads outlined. Service switchboard
will be rated 480/277V, 3P, 4W Large equipment loads will be 480V, 3 phase; lighting loads
will be 277V, 1 phase or 480V, 1 phase; small receptacle and appliance loads will be 120V, 1
phase. Service switchboard will include digital metering and integral TVSS protection on the
incoming main.

480/277V panelboards will be provided on each floor and sized to support 1.5W/SF tenant area
lighting. Step down transformers and 120/208V panelboards will be provided on each floor to
support 3.5W/SF tenant receptacle and equipment power. 480/277V and 120/208V single and
multi-pole breakers will be provided within floor panelboards for tenant areas lighting and
power loads. Conduits will be installed from tenant receptacle panelboards stubbed into
depressed floor slab areas for floor box wiring by tenants.

Separate 480/277V panelboards will be provided on each floor to support tenant area under floor
electric fan terminal units. Conduits will be installed from floor HV AC panelboards stubbed
into depressed floor slab areas for underfloor fan terminal units by tenants. A separate

R.P. Appx. 245                                  23
Section 16A - Electrical - Continued


panelboard will be provided on the   3rd   Floor Level to support rooftop HV AC units and
equipment.

Elevator equipment, trash compactor, domestic water heaters, entry or room electric heaters, etc.
will be served from available 480V distribution within building. Site lighting circuits will be
fed from 1st Floor lighting panelboard. Core/shell lighting and power circuits will be shared
with tenant area lighting and power panelboards.

New power Distribution and Lighting/Appliance panelboards will be dead front furnished with
branch protective devices, main bus, main breakers, with AIC rating for available fault current at
installed location. Main buses and connectors will be hard drawn copper or tin plated
aluminum. Framed directories with protective plastic facing will be attached to the inside of
panelboards and
be neatly filled out to identify all circuits and loads. 25% spare breaker and space capacity will
be provided.

Circuit breakers will be quick make - quick break, molded case type with the tripping position
midway between on and off. Breakers will be the bolt-on type with common trip for multi-pole
application. Breakers indicated to be used for lighting circuit control will be switch rated.
Fuses will be UL approved and listed for application, NEMA PB-1 complaint.

Step down transformers will be factory-assembled and -tested, air-cooled units for 60-hz service.
Grain-oriented cores, non-aging silicon steel. Continuous copper or aluminum coil windings
without splices, brazed or pressure type internal coil connections. Comply with NEMA ST 20,
and list and label as complying with UL 1561. Enclosures will be ventilated, NEMA 250, Type
2. Insulation class: 220 degree C., UL-component-recognized insulation system with a
maximum of 150 degree C. rise above 40 degree C. ambient temperature. Transformers may be
hung from structure where acceptable by local authorities.

Receptacle/Equipment Connections
Duplex receptacles will be provided within all core/shell finished corridors 50 feet on center
along all routes. Weatherproof duplex receptacles will be provided at all roof-mounted
equipment per NEC. Duplex dedicated duplex receptacles will be provided per 200SF within
each Electric Room, Mechanical Room, Telecom Room. All wiring devices will be 20A, 125V
specification grade. Receptacles will be mounted 18" AFF and will include plastic coverplates.

Tenant will furnish and install all above and below floor lighting and receptacle branch circuit
wiring within all tenant areas. No power-data floor boxes are stockpiled on floors. No bay
boxes for tenant wiring is included.

Grounding
A fully grounded electrical system per NEC requirements will be provided. Feeder and branch
circuits will contain safety ground conductors in lieu of raceway serving as grounding means.
No column grounding or building ground loop will be provided except for separately device
systems such as transformers, UPS systems, etc.

Lighting Systems
Core/shell lighting will include recessed 3 lamp, (18) 3" deep cell, 2'x4' parabolic troffer
fixtures for one fixture every 80SF all finished corridor routes; fluorescent downlights with
R.P. Appx. 246                                     24
Section 16A - Electrical - Continued


specular clear alzak reflectors in Entry and Elevator Lobbies and within Restrooms; pendant
shop lights in all Elect/Mech Rooms, Janitors Closets, etc. Fluorescent fixtures will utilize
electronic ballasts and T -8 lamps.

Tenant Area lighting, branch circuit wiring and control wiring will be provided by tenants
during build out and are not included in core/shell. Minimal lighting will be provided within
empty tenant areas to support owner and code officials requirements.

Exit signs and emergency egress lighting will be provided along all core/shell egress paths. Life
safety lighting will be powered from self-contained battery units.

Exterior metal halide HID site lighting pole mounted fixtures will be provided along all entry
and parking areas. Average maintained exterior foot-candle values will be 1.5 for roadway and
parking areas. Control of exterior lighting will be from contactors at source panelboards with
temperature control system ON/OFF interface.

A material only allowance of $10,000 for decorative Front Office lighting; entry canopy;
monument sign lighting, flagpole lighting and exterior entry bollards is included. (This is
included as part of the current DFW design.)

Fire Alarm System
Building will include a system with devices, control and signaling in compliance with local
authority having jurisdiction and specific project requirements. System will include furnishing
and installing heat detectors; smoke detectors within each Electrical and Mechanical Room;
manual pull stations; fire alarm annunciator panel at main entrance and AutoDial connections to
central monitoring agency.

Duct smoke detectors for all ventilation units over 2,000 CFM will be furnished and installed by
HV AC contractor, devices will be monitored by building fire alarm system; duct smoke
detectors will be provided by electrical contractor on each floor at each return air opening into
return air shaft back to each rooftop unit.

Smoke detectors will be provided at each elevator lobby, Elevator Equipment Room, elevator pit
and top of elevator shafts. Heat detectors will be provided in each Elevator Equipment Room,
elevator pit and top of elevator shafts. Monitoring and control functions will be in conformance
with ASME A17.3-93, Safety Code for Elevators and Escalators.

Signal devices, strobes and horns will be provided within areas in accordance with NFPA, ADA
Guidelines and local authority having jurisdiction. Connections to fire sprinkler system water
flow switches and tamper switches will be provided.

Fire pump and jockey pump controller monitoring modules will be included (add alternate as I if
required by code).

Initiation and signal devices within tenant areas are not included, but main fire alarm panel will
be sized to accept initiation and signal devices installed by tenants, based on an open plan finish-
out concept.


R.P. Appx. 247                                   25
Section 16A - Electrical - Continued


Lightning Protection System
A UL Listed, Master labeled lightning protection system complete with rooftop air terminals,
roof conductors, down conductors, perimeter counterpoise and driven ground rods.

Materials
All feeder circuits will be THHN/THWN copper or aluminum conductors. All branch circuits
will be THHN/THWN copper conductors. UL Type MC feeder cables will be acceptable for
use. UL Type MC cable will be acceptable for branch circuit use. Modular wiring systems will
be used for all Office lighting circuits. Feeders and branch circuits will be routed below floor
slabs in all areas.

The following types of conduits will be allowed for specific applications as follows:
Site Lighting                                PVC
Feeders- Underground                         PVC
Feeders- Exposed                             IMC, EMT (above 7' AFF)
Branch Circuits- Concealed                   RGS, IMC, EMT, MC Cables


                             ADDITIONAL CLARIFICATIONS


Contract Documents
The scope of work is based upon Clayco Outline Specification dated December 6, 2005,
Architectural drawings through Progress Set# 1 dated 10/07/05, Structural drawings and Tilt-
Up Wall drawings through Pricing Set dated 10/14/05, and Civil drawings through Pricing Set
dated 10/15/05 and as further clarified in this exhibit to the Agreement ("Outline
Specifications").

LEED
The estimate is based upon achieving basic LEED certification for Core & Shell (24 points). No
allowances are included for achieving a higher rating.

                             ADDITIONAL CLARIFICATIONS

Contract Documents
The scope of work is based upon Clayco Outline Specification dated October 20,2005 and
design drawings from Forum dated October 21, 2005 and as further clarified above and below.

LEED
The estimate is based upon achieving basic LEED certification for Core & Shell (24 points)
based upon current design assumptions. No allowances are included for achieving a higher
rating.

Exclusions
The following work is excluded from the GMP:

1)   Payment & Performance Bond
2)   Utility use fees
3)   Additional Commissioning required for LEED certification
R.P. Appx. 248                                 26
Exclusions (Con't)

4)    On-site materials testing services
5)    Design services for tenant area build-out
6)    Cleanup for owner or TI work
7)    Hazardous materials remediation
8)    LEED certification costs (Koll has hired Gensler for this process)
9)    Painting of interior steel joist and decking
10)   Ceiling grid or pads for Tenant Areas
11)   Factory Mutual requirements
12)   Tenant improvements
13)   Undercutting of existing and new subgrade due to poor or unsuitable soil conditions
14)   Excludes rock removal or blasting
15)   Site fencing & gates
16)   Flag poles
17)   Trash enclosure
18)   Compactor
19)   Foundation drainage system
20)   Metallockers
21)   Interior or exterior signage
22)   Furniture, fixtures and unspecified equipment
23)   Installation of raised floor system except at core areas
24)   Elevator to the roof
25)   Specialty Glass at Decorative Stair or 2nd Level Rail
26)   Separate gas or electric meters
27)   Gas service to building
28)   Building humidification or dehumidification
29)   Temporary heating of tenant spaces
30)   Tenant area lighting and power branch circuit wiring and light fixtures
31)   Tenant area fire alarm devices
32)   Tenant Finish Lighting or Power Work
33)   Standby power system or Emergency power generation
34)   Public Address System
35)   Data, Voice, Video Systems
36)   Security Systems
37)   Excludes accent lighting for metal screen walls@ roof
38)   Utility company fee relating to phone, fiber and Gas or Electric
39)   Mudslab below crawl space_

Miscellaneous Clarifications
1)   The access flooring will be stockpiled on each floor as required for future installation by
     the tenants. Installation of the floor is only included in the Core areas.
2)   Our estimate is based upon the minimum lighting as required by applicable codes for the
     tenant spaces.
3)   Our estimate assumes that the excess topsoil and vegetation will be stockpiled for use as
     fill in the sloped areas north and west of the building.
4)   Steel and concrete bids are based upon the 11-23-05 documents.
5)   About 20,000 cy of excess material will be loaded and hauled off site by HL Merrill.




R.P. Appx. 249                                  27
Allowances
The GMP includes the following allowances:

1)   Entry sidewalks and hardscaping upgrades            $25,000
2)   Landscaping                                         $225,000
3)   Irrigation system                                   $75,000
4)   Wood, stone & metal trim at main lobby              $25,000
5)   Wood & metal trim at level2 & 3 & 4lobbies          $7,500
6)   Light bollards and building accent lighting
       @ main building entrances-now part of design
7)   Revolving entrance door-now part of design
8)   Elevator Cab finishes-now part of design

See the Drawing List, attached hereto as Attachment A.




R.P. Appx. 250                                28
CLf\YCO     l'Hc AK! &.    ~Cll:.'lCL     Ul liLt LOlNlo
                                                                                                                               I                      Drawing List                   I
                                                                                                                               Attachment A




lntellicenter • Dallas                                                               Project# 7·106..005                                                                  Clayco, Inc.
3701 Regent Blvd.                                                                    Tel:   Fax:
Irving, Texas 75063

Number        Rev     Title                                  Rev Date     Bulletin          % Complete     Status   Category       General Notes                     Ref RFis



INDEX                 Drawing Index                          10/21/2005                            0                               Progress Print 1
C1                    Cover Sheet                            10/21/2005                            0                               Progress Print 1

C2                    Grading Plan                           10/21/2005                            0                               Progress Print 1

C3                    Underfloor Grading Plan                10/21/2005                            0                               Progress Print 1
C4                    Drainage Area Map                      10/21/2005                            0                               Progress Print 1

C5                    Storm Sewer Plan                       10/21/2005                            0                               Progress Print 1

cs                    Storm Sewer Profiles                   10/21/2005                            0                               Progress Print 1

C7                    Utility Plan                           10/21/2005                            0                               Progress Print 1
CB                    Paving Plan                            10/21/2005                            0                               Progress Print 1

C9                    Tum Lane Plan                          10/21/2005                            0                               Progress Print 1

C10                   Tum Lane Plan and Details              10/21/2005                            0                               Progress Print 1

C11                   Paving Details                         10/21/2005                            0                               Progress Print 1




                                                                                                                                                                                         R.P. Appx. 251
C12                   Erosion Control Plan                   10/21/2005                            0                               Progress Print 1

C13                   Erosion Control Details                10/21/2005                            0                               Progress Print 1

C14                   City of Irving Storm Water             10/21/2005                            0                               Progress Print 1
                      Pollution Prevention Methods
C15                   City of Irving Storm Water             10/21/2005                            0                               Progress Print 1
                      Pollution Prevention Details

Prolog Manager                       Printed on: 5/19/2006          Clayco_Master                                                                                               Page 1
CLJ\YCO•.J:r .:.·
        - tr "'-,T ...   ~;T    :.,lllr'l:l.;
                                                                                                                                Drawing List
                                                                                                                                Attachment A




Number                    Rev   Title                                   Rev Date     Bulletin   %Complete   Status   Category       General Notes       Ref RFis
C16                             City of Irving Storm Sewer              10/21/2005                  0                               Progress Print 1
                                Details
C17                             City of Irving Inlet Details            10/21/2005                  0                               Progress Print 1
C18                             City of Irving Trench                   10/21/2005                  0                               Progress Print 1
                                Embedment, Backfill, and
                                Pavement Repair Details
C19                             City of Irving Details for Trench       10/21/2005                  0                               Progress Print 1
                                Sheeting, Shoring, Sloping for
                                Trenches over 5' Deep
C20                             City of Irving Water and                10/21/2005                  0                               Progress Print 1
                                Sanitary Sewer Details
C21                             City of Irving Sanitary Sewer           10/21/2005                  0                               Progress Print 1
                                Details
A0-01                           Life Safety Plans & Code Data           10/21/2005                  0                               Progress Print 1
AD-02                           Rated Structure Plans                   10/21/2005                  0                               Progress Print 1
A1-01                           Architectural Site Plan                 10/21/2005                  0                               Progress Print 1
A2-01                           Overall Crawl Space and First           10/21/2005                  0                               Progress Print 1
                                Floor Plans
A2-02                           Overall Second and Third Floor          10/21/2005                  0                               Progress Print 1
                                Plans
A2-03                           Overall Fourth Floor and Roof           10/21/2005                  0                               Progress Print 1
                                Plans
A2-11                           Partial First Floor Plan                10/21/2005                  0                               Progress Print 1
A2-12                           Partial First Floor Plan                10/21/2005                  0                               Progress Print 1

A2-21                           Partial Second Floor Plan               10/21/2005                  0                               Progress Print 1

A2-22                           Partial Second Floor Plan               10/21/2005                  0                               Progress Print 1

A2-31                            Partial Third Floor Plan               10/21/2005                  0                                Progress Print 1




                                                                                                                                                                            R.P. Appx. 252
A2-32                            Partial Third Floor Plan               10/21/2005                  0                                Progress Print 1

A2-41                            Partial Fourth Floor Plan              10/21/2005                  0                                Progress Print 1

A2-42                            Partial Fourth Floor Plan              10/21/2005                  0                                Progress Print 1
A2-51                            Partial Roof Plan                      10/21/2005                  0                                Progress Print 1
A2-52                            Partial Roof Plan                      10/21/2005                  0                                Progress Print 1


Prolog Manager                                  Printed on: 5/19/2006          Clayco_Master                                                                       Page 2
CLA._YCO-II' .._11,.. 'i:'l' •.f;r ,;.•   ~·.Ill   f':l-'
                                                                                                                                             Drawing List
                                                                                                                                             Attachment A




Number                   Rev              Title                                     Rev Date     Bulletin   % Complete   Status   Category       General Notes      Ref RFis
A2-53                                     Roof Details                              10/21/2005                  0                                Progress Print 1
A2-54                                      Roof Details                             10/21/2005                  0                                Progress Print 1
A3-01                                     Overall Elevations                        10/21/2005                  0                                Progress Print 1
A3-02                                     Enlarged Elevations                       10/21/2005                  0                                Progress Print 1
A3-03                                     Enlarged Elevations                       10/21/2005                  0                                Progress Print 1
A3-04                                     Enlarged Elevations                       10/21/2005                  0                                Progress Print 1
A3-05                                     Enlarged Elevations                       10/21/2005                  0                                Progress Print 1
A3-10                                     Building Sections                         10/21/2005                  0                                Progress Print 1
A3-11                                     Building Sections                         10/21/2005                  0                                Progress Print 1
A4-01                                     Enlarged Plans, Toilet Rooms              10/21/2005                  0                                Progress Print 1
                                          & Lobby
A5-00                                     Interior Elevations, Typical              10/21/2005                  0                                Progress Print 1
                                          Information
A5-01                                     Interior Elevations, Lobby                10/21/2005                  0                                Progress Print 1
A5-02                                     Interior Elevations, Toilet               10/21/2005                  0                                Progress Print 1
                                          Rooms
A6-11                                     Partial First Floor Ceiling Plan          10/21/2005                  0                                Progress Print 1
A6-12                                     Partial First Floor Cefting Plan          10/21/2005                   0                               Progress Print 1
AS-21                                     Partial Second Floor Ceiling              10/21/2005                   0                               Progress Print 1
                                          Plan
A6-22                                     Partial Second Floor Ceiling              10/21/2005                   0                               Progress Print 1
                                          Plan
AS-31                                     Partial Third Floor Ceiling Plan          10/21/2005                   0                               Progress Print 1
AS-32                                     Partial Third Floor Ceiling Plan          10/21/2005                   0                               Progress Print 1
AS-41                                     Partial Fourth Floor Ceiling              10/21/2005                   0                               Progress Print 1
                                          Plan




                                                                                                                                                                                        R.P. Appx. 253
AS-42                                     Partial Fourth Floor Ceiling              10/21/2005                   0                               Progress Print 1
                                          Plan
A7-01                                     Elevator Plans & Sections                 10/21/2005                   0                               Progress Print 1
A7-02                                     Elevator Sections                         10/21/2005                   0                               Progress Print 1
A7-03                                     Elevator Details                          10/21/2005                   0                               Progress Print 1


Prolog Manager                                              Printed on: 5/19/2006          Clayco_Master                                                                       Page 3
CL\YCO .:.· :..
        - u ... ,t ...   '1:'1' ·~:r    tul":l   ~
                                                                                                                                     Drawing List
                                                                                                                                     Attachment A




Number                    Rev          Title                                 Rev Date     Bulletin   %Complete   Status   Category       General Notes      Ref RFis
A7-11                                  Stair 1 Sections & Plans              10/21/2005                  0                               Progress Print 1
A7-12                                  Stair 2 Sections & Plans              10/21/2005                  0                               Progress Print 1
A7-13                                  Stair Deta~s                          10/21/2005                  0                               Progress Print 1
AB-01                                  Wall Sections                         10/21/2005                  0                               Progress Print 1
AB-02                                  Wall Sections                         10/21/2005                  0                               Progress Print 1
AB-03                                  Wall Sections                         10/21/2005                  0                               Progress Print 1
AB-04                                  Wall Sections                         10/21/2005                  0                               Progress Print 1
A9-01                                  Partition Types and Details,          10/21/2005                  0                               Progress Print 1
                                       Door & Frame Types & DetaHs
A9-02                                  TYP Vapor Barrier & Window            10/21/2005                  0                               Progress Print 1
                                       Details
A9-03                                  VVindow Frame Types                   10/21/2005                  0                               Progress Print 1
A9-10                                  Plan Details                          10/2112005                  0                               Progress Print 1
A9-11                                  Plan Details                          10/21/2005                  0                               Progress Print 1
A9-20                                  Exterior DetaHs                       10121/2005                  0                               Progress Print 1
A9-21                                  Exterior Detans                       10/21/2005                  0                               Progress Print 1
A9-22                                  Exterior Details                      10/21/2005                  0                               Progress Print 1
A10-01                                 Interior Details, Toilet Rooms        10/21/2005                  0                               Progress Print 1
A10-02                                 Interior Details, 1st Level Lobby     10/21/2005                  0                               Progress Print 1
A10-03                                 Interior Details, 2nd Level           10/21/2005                  0                               Progress Print 1
                                       Lobby
A11-11                                 Partial Finish Plans, First Floor     10/21/2005                  0                               Progress Print 1
A11-12                                 Partial Finish Plans, First Floor     10/21/2005                  0                               Progress Print 1
A11-21                                 Partial Finish Plan, Second           10/21/2005                  0                               Progress Print 1
                                       Floor




                                                                                                                                                                               R.P. Appx. 254
A11-22                                 Partial Finish Plan, Second           10/21/2005                  0                               Progress Print 1
                                       Floor
A11-31                                 Partial Finish Plan, Third Floor      10/21/2005                  0                               Progress Print 1
A11-32                                 Partial Finish Plan, Third Floor      10/21/2005                  0                               Progress Print 1
A11-41                                 Partial Finish Plan, Fourth Floor     10/21/2005                  0                               Progress Print 1


Pro/og Manager                                       Printed on: 5/19/2006          Clayco_Master                                                                      Page4
CLJ\YCO - u .., 11 ...   ~;T   ·.J.·r .:.- :-•.111 r.:1   ~
                                                                                                                                               Drawing List
                                                                                                                                               Attachment A




Number                    Rev               Title                                     Rev Date     Bulletin   % Complete   Status   Category       General Notes      Ref RFis
A11-42                                      Partial Finish Plan, Fourth Floor         10/21/2005                  0                                Progress Print 1
51-01                                       General Notes                             10/21/2005                  0                                Progress Print 1
51-02                                      Typical Sections & Details                 10/21/2005                  0                                Progress Print 1
51-03                                      Typical Sections & Details                 10/21/2005                  0                                Progress Print 1
51-04                                      Typical Sections & Details                 10/21/2005                  0                                Progress Print 1
52-01                                       Partial Pier Plan                         10/21/2005                  0                                Progress Print 1
52-02                                       Partial Pier Plan                         10/21/2005                  0                                Progress Print 1
52-11                                       Partial Foundation Plan                   10/21/2005                  0                                Progress Print 1
52-12                                       Partial Foundation Plan                   10/21/2005                  0                                Progress Print 1
52-21                                       Partial Second Floor Framing              10/21/2005                  0                                Progress Print 1
                                            Plan
52-22                                       Partial Second Floor Framing              10/21/2005                  0                                Progress Print 1
                                            Plan
52-31                                       Partial Third Floor Framing               10/21/2005                  0                                Progress Print 1
                                            Plan
52-32                                       Partial Third Floor Framing               10/21/2005                  0                                Progress Print 1
                                            Plan
52-41                                       Partial Fourth Floor Framing              10/21/2005                  0                                Progress Print 1
                                            Plan
52-42                                       Partial Fourth Floor Framing              10/21/2005                  0                                Progress Print 1
                                            Plan
52-51                                       Partial Roof Framing Plan                 10/21/2005                  0                                Progress Print 1
52-52                                       Partial Roof Framing Plan                 10/21/2005                  0                                Progress Print 1
53-01                                       Foundation Section and Details            10/21/2005                  0                                Progress Print 1
53-02                                       Foundation Section and Details            10/21/2005                  0                                Progress Print 1
54-01                                       Framing Section & Details                 10/21/2005                  0                                Progress Print 1




                                                                                                                                                                                         R.P. Appx. 255
54-02                                       Framing Section & Details                 10/21/2005                  0                                Progress Print 1
54-03                                       Framing Section & Details                 10/21/2005                  0                                Progress Print 1
54-04                                       Framing Section & Details                 10/21/2005                  0                                Progress Print 1
55-01                                       Column Schedule & Details                 10/21/2005                  0                                Progress Print 1
56-01                                       Brace Elevation & Details                 10/21/2005                   0                               Progress Print 1

Prolog Manager                                                Printed on: 5/19/2006          Clayco_Master                                                                       PageS
CL\_YCO .. If .._1y..,   ~:·1··~:t   .:.· :.. IUr'l-:1   0:
                                                                                                                                               Drawing List
                                                                                                                                               Attachment A




Number                    Rev              Title                                      Rev Date     Bulletin   % Complete   Status   Category       General Notes       Ref RFis
MEP1.00                                   Cover Sheet                                 10/21/2005                  0                                Progress Print 1

MP1.01                                    Site Plan, Mechanical/Plumbing              10/21/2005                  0                                Progress Print 1

M2.11                                      Partial First Floor Plan -                 10/21/2005                  0                                Progress Print 1
                                           Mechanical
M2.12                                      Partial First Floor Plan -                 10/21/2005                  0                                Progress Print 1
                                           Mechanical
M2.21                                      Partial Second Floor Plan -                10/21/2005                  0                                Progress Print 1
                                           Mechanical
M2.22                                      Partial Second Floor Plan -                10/21/2005                  0                                Progress Print 1
                                           Mechanical
M2.31                                      Partial Third Floor Plan -                 10/21/2005                   0                               Progress Print 1
                                           Mechanical
M2.32                                      Partial Third Floor Plan -                 10/21/2005                   0                               Progress Print 1
                                           Mechanical
M2.41                                      Partial Fourth Floor Plan -                10/21/2005                   0                               Progress Print 1
                                           Mechanical
M2.42                                      Partial Fourth Floor Plan -                10/21/2005                   0                               Progress Print 1
                                           Mechanical
MEP2.51                                    Partial Roof Plan -                        10/21/2005                   0                               Progress Print 1
                                           MechanicaVEiectricai/Piumbing
MEP2.52                                    Partial Roof Plan -                        10/21/2005                   0                               Progress Print 1
                                           Mechanicai/EiectricaVPiumbing
M3.01                                      Partial Enlarged Plans -                   10/21/2005                   0                               Progress Print 1
                                           Mechanical
M3.02                                      Partial Enlarged Second Floor              10/21/2005                   0                               Progress Print 1
                                           Plans- Mechanical
M3.03                                      Partial Enlarged Third Floor               10/21/2005                   0                               Progress Print 1
                                           Plans - Mechanical
M3.04                                      Partial Enlarged Fourth Floor              10/21/2005                   0                               Progress Print 1




                                                                                                                                                                                          R.P. Appx. 256
                                           Plans - Mechanical
M4.01                                      Mechanical Details                         10/21/2005                   0                               Progress Print 1

M4.02                                      Mechanical DetaHs                          10/21/2005                   0                               Progress Print 1

M5.01                                      Mechanical Schedules                       10/21/2005                   0                               Progress Print 1

P2.01                                      Partial Underfloor Plan -                  10/21/2005                   0                                Progress Print 1
                                           Plumbing

Prolog Manager                                                Printed on: 5/19/2006          Clayco_Master                                                                        PageS
CLt\_YCO-lr..,.,T,., 'i:T-.(.'f .:.· : .. llff'a:l   ~
                                                                                                                                          Drawing List
                                                                                                                                          Attachment A




Number                  Rev             Title                                    Rev Date     Bulletin   % Complete   Status   Category       General Notes      Ref RFis
P2.02                                   Partial Underfloor Plan-                 10/21/2005                  0                                Progress Print 1
                                        Plumbing
P2.11                                   Partial First Floor Plan -               10/21/2005                  0                                Progress Print 1
                                        Plumbing
P2.12                                   Partial First Floor Plan-                10/21/2005                  0                                Progress Print 1
                                        Plumbing
P2.21                                   Partial Second Floor Plan -              10/21/2005                  0                                Progress Print 1
                                        Plumbing
P2.22                                   Partial Second Floor Plan -              10/21/2005                  0                                Progress Print 1
                                        Plumbing
P2.31                                   Partial Third Floor Plan -               10/21/2005                  0                                Progress Print 1
                                        Plumbing
P2.32                                   Partial Third Floor Plan -               10/21/2005                  0                                Progress Print 1
                                        Plumbing
P2.41                                   Partial Fourth Floor Plan -              10/21/2005                  0                                Progress Print 1
                                        Plumbing
P2.42                                   Partial Fourth Floor Plan -              10/21/2005                  0                                Progress Print 1
                                        Plumbing
P3.01                                   Partial Enlarged Plans-                  10/21/2005                  0                                Progress Print 1
                                        Plumbing
P4.01                                   Plumbing Riser Diagrams                  10/21/2005                   0                               Progress Print 1
P5.01                                   Plumbing DetaHs and                      10/21/2005                  0                                Progress Print 1
                                        Schedules
P5.02                                   Plumbing Details                         10/21/2005                  0                                Progress Print 1
E1.01                                   Site Plan Electrical                     10/21/2005                  0                                Progress Print 1
E2.11                                   First Floor Plan Electrical              10/21/2005                  0                                Progress Print 1
E2.12                                   Partial First Floor Plan                 10/21/2005                  0                                Progress Print 1
                                        Electrical
E2.21                                   Partial Second Floor Plan                                                                             Progress Print 1




                                                                                                                                                                                     R.P. Appx. 257
                                                                                 10/21/2005                   0
                                        Electrical
E2.22                                   Partial Second Floor Plan                10/21/2005                   0                               Progress Print 1
                                        Electrical
E2.31                                   Partial Third Floor Plan                 10/21/2005                   0                               Progress Print 1
                                        Electrical
E2.32                                   Partial Third Floor Plan                 10/21/2005                  0                                Progress Print 1

Prolog Manager                                           Printed on: 5/19/2006          Clayco_Master                                                                       Page 7
CLt\YCO -tr   ~lTr.   "i:T•ol,'f .;.· :.,IJH''t:l   ~
                                                                                                                                         Drawing List
                                                                                                                                         Attachment A




Number                  Rev            Title                                    Rev Date     Bulletin   % Complete   Status   Category       General Notes      Ref RFis
                                       Electrical
E2.41                                  Partial Fourth Floor Plan                10/21/2005                  0                                Progress Print 1
                                       Electrical
E2.42                                  Partial Fourth Floor Plan                10/21/2005                  0                                Progress Print 1
                                       Electrical
E4.01                                  Single Line Electrical                   10/21/2005                  0                                Progress Print 1

E4.02                                  Details Electrical                       10/21/2005                  0                                Progress Print 1

EL2.11                                 Partial First Floor Plan Lighting        10/21/2005                  0                                Progress Print 1

EL2.12                                 Partial First Floor Plan Lighting        10/21/2005                  0                                Progress Print 1

EL2.21                                 Partial Second Floor Plan                10/21/2005                  0                                Progress Print 1
                                       Lighting
EL2.22                                 Partial Second Floor Plan                10/21/2005                  0                                Progress Print 1
                                       Lighting
EL2.31                                 Partial Third Floor Plan Lighting        10/21/2005                  0                                Progress Print 1
EL2.32                                 Partial Third Floor Plan Lighting        10/21/2005                  0                                Progress Print 1

EL2.41                                 Partial Fourth Floor Plan                10/21/2005                  0                                Progress Print 1
                                       Lighting
EL2.42                                 Partial Fourth Floor Plan                10/21/2005                  0                                Progress Print 1
                                       Lighting
02466                      -           Drilled Piers                            10/21/2005                  0                                9 Pages
03300                      0           Cast-In-Place Concrete                   10/21/2005                   0
03301                      -           Under Slab Vapor
                                       Barrier/Retarder
                                                                                10/21/2005                   0                               2 Pages


03470                      -           Tilt-Up Concrete Construction            10/21/2005                   0                               6 Pages

03490                      -           Glass Fiber Reinforced Precast           10/21/2005                   0                               5 Pages
                                       Concrete
05120                      -           Structural Steel                         10/21/2005                   0                               6 Pages




                                                                                                                                                                                    R.P. Appx. 258
05210                      -           Steel Joists                             10/21/2005                   0                               6 Pages

05310                      -           Steel Deck                               10/21/2005                   0                               2 Pages

05500                      -           Metal Fabrications                       10/21/2005                   0                               7 Pages
05511                      -           Metal Stairs                             10/21/2005                   0                               8 Pages

05521                      -           Pipe and Tube RaNing                     10/21/2005                   0                               8 Pages

Prolog Manager                                          Printed on: 5/19/2006          Clayco_Master                                                                       Page 8
CL\..YCO
  -,r .. ,t ... 'i:T•f:r.:-·:•. tltr''-:1.-
                                                                                                                              Drawing List
                                                                                                                              Attachment A




Number           Rev           Title                                  Rev Date     Bulletin   %Complete   Status   Category       General Notes   Ref RFis
05811               -          Architectural Joint System             10/21/2005                  0                               6 Pages

06100               -          Rough Carpentry                        10/21/2005                  0                               5 Pages

06402               -          Interior ArcMectural Woodwork          10/21/2005                  0                               5 Pages

07170               -           Bentonite waterproofing               10/21/2005                  0                               5 Pages

07210               -           Building Insulation                   10/21/2005                  0                               7 Pages

07412               -           Metal Wall Panels                     10/21/2005                  0                               9 Pages

07540               -          Thermoplastic Membrane                 10/21/2005                  0                               6 Pages
                               Roofing
07620               -          Sheet Metal Flashing and Trim          10/21/2005                  0                               5 Pages

07720               -          Roof Accessories                       10/21/2005                  0                               3 Pages

07811               -          Sprayed Fire- Resistive
                               Materials
                                                                      10/21/2005                  0                               5 Pages


07842               -          Fire Resistive Joint Systems           10/21/2005                  0                               4 Pages

07920               -          Joint Sealants                         10/21/2005                  0                               7 Pages

08110               -           Steel Doors and Frames                10/21/2005                  0                               5 Pages

08125               -          Interior Aluminum Frames               10/21/2005                  0                               4 Pages

08211               -          Flush Wood Doors                       10/21/2005                  0                               4 Pages

08311               -          Access Doors                           10/21/2005                  0                               5 Pages

08331               -           Overhead Coiling Doors                10/21/2005                  0                               4 Pages

08410               -          Aluminum Entrances and                 10/21/2005                  0                               10 Pages
                               Storefronts
08470               -           Revolving Entrance Doors              10/21/2005                  0                               7 Pages

08620               -           Unit Skylights                        10/21/2005                  0                               3 Pages

08711               0           Door Schedule                         10/21/2005                  0

                    -




                                                                                                                                                                      R.P. Appx. 259
08800                           Glass & Glazing                       10/21/2005                  0                               7 Pages

08830               -           Mirrors                               10/21/2005                  0                               5 Pages

08911               -           Glazed Aluminum Curtain Wall          10/21/2005                  0                               9 Pages

09000               0           Material Legend                       10/21/2005                  0                               2 Pages

09253               -           Gypsum Sheathing                      10/21/2005                  0                               3 Pages


Prolog Manager                                Printed on: 5/19/2006          Clayco_Master                                                                   Page 9
Cli\.YCO
     -u   .o,.'~Tr.   'i:"t"·J:r .:.· ;•• ,uf\:t.;
                                                                                                                                     Drawing List
                                                                                                                                     Attachment A




Number                 Rev            Title                                  Rev Date     Bulletin   %Complete   Status   Category       General Notes   Ref RFis
09260                      -          Gypsum Board Assemblies                10/21/2005                  0                               14 Pages

09265                      -          Gypsum Board Shaft-Wall                10/21/2005                  0                               5 Pages
                                      Assemblies
09310                      -          Ceramic Tile                           10/21/2005                  0                               7 Pages

09402                      -          Epoxy Terrazo                          10/21/2005                  0                               5 Pages

09514                      -          Acoustical Pan CeYings                 10/21/2005                  0                               4 Pages
09653                      -          Resilient Wall Base                    10/21/2005                  0                               4 Pages

09861                      -          Carpet Tile                            10/21/2005                  0                               3 Pages
09912                      -          Painting                               10/21/2005                  0                               9 Pages
09970                      -          Special Wall Surfaces                  10/21/2005                  0                               4 Pages
                                      (Fiberglass Reinforced Plastic
                                      Panels)
09980                      0          Special Coatings for Concrete          10/21/2005                  0
                                      Surfaces
10270                      -          Access Flooring                        10/21/2005                  0                               6 Pages

10520                      -          Fire Protection Specialties            10/21/2005                  0                               5 Pages
10801                      -          Toilet Accessories                     10/21/2005                  0                               3 Pages

11160                      -          Loading Dock Equipment                 10/21/2005                  0                               5 Pages
12491                      -          Horizontal Blinds                      10/21/2005                  0                               3 Pages

14240                      -          Hydraulic Elevators                    10/21/2005                  0                               8 Pages

15010                      -          Basic Mechanical                       10/21/2005                  0                               4 Pages
                                      Requirements
15071                      -          Mechanical Vibration Controls          10/21/2005                  0                               4 Pages
15081                      -          Duct Insulation                        10/21/2005                  0                               8 Pages

15083                      -          Pipe Insulation                        10/21/2005                  0                               10 Pages




                                                                                                                                                                              R.P. Appx. 260
15100                      -          Valves                                 10/21/2005                  0                               7 Pages
15135                      -          Meters and Gages                       10/21/2005                  0                               4 Pages

15140                      -          Hangers and Supports                   10/21/2005                  0                               4 Pages

15300                      -          Fire Suppression Piping                10/21/2005                  0                               14 Pages
15411                      -          Water Distribution Piping              10/21/2005                  0                               8 Pages


Pro/og Manager                                       Printed on: 5/19/2006          Clayco_Master                                                                   Page 10
Cli\YCO
     -~r ~lTr.   el'·.t:t .:.- : .. turq   ~
                                                                                                                                Drawing List
                                                                                                                                Attachment A




Number            Rev          Title                                   Rev Date     Bulletin   % Complete   Status   Category       General Notes   Ref RFis
15420                -         Drainage and Vent Systems               10/21/2005                  0                                7 Pages
15440                -         Plumbing Fixtures                       10/21/2005                  0                                4 Pages
15453                -         Plumbing Pumps                          10/21/2005                  0                                4 Pages
15460                -         Water Heaters                           10/21/2005                  0                                3 Pages
15730                -         Section Packaged Rooftop Air
                               Conditioning Units
                                                                       10/21/2005                   0                               10 Pages


15838                -         Power Ventilators and Exhaust           10/21/2005                   0                               7 Pages
                               Fans
15883                -         Variable Frequency Drives               10/21/2005                  0                                5 Pages
15891                -         Metal Ducts                             10/21/2005                  0                                8 Pages
15910                -         Duct Accessories                        10/21/2005                   0                               6 Pages
15932                -         Air Outlets and Inlets                  10/21/2005                   0                               3 Pages
15933                -         Air Terminals                           10121/2005                   0                               4 Pages
15990                -         Testing, Adjusting, and                 10121/2005                   0                               7 Pages
                               Balancing
15995                -         Commissioning                           10/21/2005                   0                               4 Pages

16010                -          Basic Electrical Requirements          10/21/2005                   0                               4 Pages
16110                -          Raceways                               10/21/2005                   0                               5 Pages
16120                -         Wires and Cables                        10/21/2005                   0                               3 Pages
16135                -         Cabinets, Boxes, and Fittings           10121/2005                   0                               5 Pages

16143                -         Wiring Devices                          10/21/2005                   0                               4 Pages

16170                -         Circuit and Motor Disconnect            10/21/2005                   0                               2 Pages
                               Switches
16190                -         Circuit and Motor Disconnect            10/21/2005                   0                               4 Pages
                               Switches
                     -




                                                                                                                                                                         R.P. Appx. 261
16195                          Electrical Identification               10/21/2005                   0                               3 Pages
16420                -         Service Entrance                        10/21/2005                   0                               4 Pages

16425                -         Switchboards                            10/21/2005                   0                               6 Pages
16452                -         Grounding                               10121/2005                   0                               5 Pages
16460                -         Transformers                            10/21/2005                   0                               3 Pages


Prolog Manager                                 Printed on: 5/19/2006          Clayco_Master                                                                    Page 11
CLA_YCO
  - 1r .,,y..,
           ~:T..,:r .~· ;:-.,1n~:1.;
                                                                                                                       Drawing List
                                                                                                                       Attachment A




Number      Rev          Title                                 Rev Date     Bulletin   %Complete   Status   Category       General Notes   Ref RFis
16470          -         Panel boards                          10/21/2005                  0                               5 Pages
16471          -         Transient Voltage Surge
                         Suppressors
                                                               10/21/2005                  0                               4 Pages


16475          -         Overcurrent Protective Devices        10/21/2005                  0                               5 Pages
16481          -         Motor Controllers                     10/21/2005                  0                               3 Pages
16515          -         Lighting                              10/21/2005                  0                               6 Pages
16670          -         Lightning Protection Systems          10/21/2005                  0                               3 Pages
16721          -         Fire Alarm Systems                    10/21/2005                  0                               7 Pages




                                                                                                                                                                R.P. Appx. 262
Prolog Manager                         Printed on: 5/19/2006          Clayco_Master                                                                   Page 12
                                                                     IN TELL/CENTER
                                                                                                                                                                                                                       ~     EXHIBIT
                                                                         Dallas. IX                                                                                                                                    iii
                                                                                                                                                                                                                       i
                                                                                                                                                                                                                              ('~
                                                          211.637 SF - 4 STORY OFFICE BLDG,
                                                              KQLLDEVfLOPMENTCOMPANY                                                                                                                                   ~
                                                                                                                                                                                                                       ~
                                                                    Februarv 20. 2006
EST.t:                                                    TOTAL AREA:                       211,638               Sf        52,910       1st Fir                              5119/2006
DATE:
   BY:
              II#######
               SAMITS
                                3:52PM                    PERIMETER:
                                                          CLEAR HT.:
                                                                                              1,226               Lf       158,728       Upper Firs                       I    3:52PM           I
 SITE:        Dallas, TX                                  SCHEDULE:                             9.00          Mos          211,638        Total                0.500%1 INSURANCE I
 FILE:                                                                                            39          Wks                                               4.00%1 O.H. & PROFIT


 1. SITE IMPROVEMENTS
CODE            DESCRIPTION                                                        I       QTY           I    U/M      I   Labor     I            Material   Sub Con      I     Total           I
02050    DomoiHion I SHe Cleorlng
         Curb Cuts                                                                                  3 EA                                                       3,000.00                 9,000
         Site Clearing                                                                          14.30        ACR                                                800.00              11,440
         Tree/shrub removal                                                                              LS
         Sawcut existing island and entrance pavement                                  see above                                                                   3.00
         Demo and fill for 2 entrance and island rework                                                   LS                                                   7,000.00                 7,000 ,---;:-:--;-::-,
         Tntfftc control/barricades etc.
         Discount
                                                                                                         LS
                                                                                                         LS
                                                                                                                                                               7,000.00
                                                                                                                                                                                        7.000   I       34   0~~ I
02200    Eorthwork                                                                                                                       discount
         Mob/Layout/surveying/dewatering                                                                 LS                                                   20,000.00             20,000
         Cut/Fill on-site materials                                                           14,000 CY                                                            3.50             49,000
         Prep Building Pad                                                                      5,555 SY                                                           0.75                 4,168
         Cement Mix Clay Under Pavement Areas             Top 6' of subgrade           SEEALT         SY                                                           2.85
         Lime at city Street Wor1<                                                              1,604 sy                                                           5.00                 8,020
         Moisture Conditioning of Slab On Grade areas Top 2.5' below slab                                SY                                                        2.00
         Spoils from utility wor1<-Stocl<plled On Site                                          2,000        CY                                                    2.00                 4,000
         Strip and stockpile topsoil                                                            4,500 CY                                                           1.50              6,750
         Respread topsoil                                 Based on 4"                           3,000 CY                                                           4.00             12,000
         Topsoii-Stockpited on Site                                                             1,500 CY                                                           2.00              3,000
         Fire MarshaN Road (8'lhickness)                                                        3,251    Tons                                                     17.00             55,267
         Tempor.uy staging area                           8" Stone                            10,000 SF                                                            0.70                 7,000
         Maintain access road                             w/access road                             3 MO                                                       3,500.00             10,500 ,--,..,...,...,...,.,...,
         Select fill material at City Road                                                         844 Tons                                                       20.00             16.880 I         224 816
         Final Grade paved areas                                                              16,683 sy                                                            1.00             16,683 .               1.06 1.
         Build Mounds on site for excess utility spoils                                        1,350 cy                                                            3.00              4,050
         Move excess      on site                                                               3,000 CY                                                           2.50                 7,500 . - - - - - ,
 02210   Flnt..h Grading I Backfill Footings                                                        1 LS                                                       4,200.00
                                                                                                                                                                                        4.200   I         4:~ I
02201    Grading Contlngincy
         Undercut allowance                               Excluded        ByKoll                         Allow
                                                                                                                                                                                                              : I
 02202   Detention Pond
         wlstorrn system
                                                                                                                                                                                                I             : I
 02300   Surfoce Woler Control




                                                                                                                                                                                                                                                              R.P. Appx. 263
         Erosion control per plans                        Allowance                                  1 LS                                                      1,000.00                 1,000
         Sill fence                                                                             1,800 LF                                                           2.00                 3,600
         Temporary seed & mulch                                                                      2 AC                                                      1,200.00                 2,400 .----::--::::-:-,
         Protect inlets                                                                             10 EA                                                       200.00
                                                                                                                                                                                        2.000   I         9   oo: I
 02500   AsphoH Poving ond striping
         3.5" + 2.0" asphalt paving                       w/concreta paving
         3.0' + 1.5' asphalt paving                       w/concrete paving
         Roadway 2+81/2+4
         Exterior Dock stairs/fndn wall                   w/foundations
         Patch Drive After Construction
         Paving Fabric- Mirafi 500
         Stripe Par1<ing Stalls - cars                    Need to count spaces                     639       EA                                                    5.00                 3,195


                                                                                                                               Page1                                                                                                   8-30-05atlantaupdate
CODE             DESCRIPTION                                                           I   QTY         I        U/M   I   Labor   I   Material   I   Sub Con       I   Total           I
        Stripe Parl<ing Stalls- Trailers
        Parl<ing Blocks
                                                                                                                                                                                       I     31951
                                                                                                                                                                                              0.02
02510   Concrete Paving & Curbs-TAS
          5 • Light duty paving                                                             257,400 sf                                                     2.20           566,280
          6 • Medium duty paving                                                             56,000 sf                                                     2.50           140,000
          6 " Islands and Decellanes                                                         14,450 sf                                                     4.75            68,638
        Seal Joints w/ Hot Tar                                                              327,850        SF                                              O.o?            22,950
          4 " Sidewalk i!Jong the building                                                   11,099        SF                                               3.25           36,072
          4 " Sidewalk atong main road                                                        7,500        SF                                               4.00           30,000
        Transfonner Pad                                                                          50        SF                                               8.00                400
        Light Polo Bases
        Pipe Bollards-lnstall & pour
                                                                                                 36EA
                                                                                                 25 ea
                                                                                                                                                         240.00
                                                                                                                                                         135.00
                                                                                                                                                                               8,640
                                                                                                                                                                               3,375
                                                                                                                                                                                       I   876 3551
                                                                                                                                                                                              4.14
02511   Concrete Curba
          6 • Extruded Curb                                                                  10,611        LF                                               3.00           31,833
         24 • Curb & Gutter @ road                     Existing
              discount                                                                                     LF                                         (27,000.00)         (27,000)1          48331
                                                                                                                                                                                              0.02
02605   Sanitary Sewar
        Layout                                                                                         LS                                                500.00
          8 "Lateral Line                                                                        305       LF                                              22.00
        Gravel bedding                                                                           75 TON                                                    24.00
        Sanitary Manhole (modify existing)                                                                 EA                                            750.00
        aeanouts                                                                                                                                         875.00
        Grinder Pump I Sewage Ejector                                   Not included
        Street Bore                                                     EXCLUDED
        Tie-in to Existing Manhole                                                                         EA                                           1,500.00


02606   Sanitary Recoupment or capacity Foes                            EXCLUDED


02660   Water Distribution
        Meter Fees                                                                                         LS                                          2,800.00
        Motor Vault & Pit                                                                                  EA                                         12,000.00
        Combination Water Tap                8"                                                            EA                                           5,000.00
        Combination Water Tap                two @2"                                                       EA                                           2,000.00
         12 "Fire Una                                                                                                                                      60.00
          8 "Fire Line                                                                        1,800 LF                                                     20.00
          4 " Domestic Line                                                                      820       LF                                              16.00
        Jack& bore                                     Not Required                                        LF                                            275.00
          8" Detector check valve                                                                          EA                                           8,000.00
          2" Detector check valve                                                                          EA                                           2,500.00
        Fire Hydrants                                                                                      EA                                           2,700.00
        Detector Check In Pyramid Box for Sprinklers                                                       EA                                           2,500.00


02680   Gas Main to Building                           EXCLUDED-BY KOLL


02700   Storm Sewers                                   ALLOWANCE
        Layout                                                                                             LS
        Pumping                                                                                            LS
        Curb Inlets                                                                                5       EA                                           1,800.00
        Drain Tile at Building Mud Slab                                                          800       LF                                              16.00
        Rip Rap around Flared Ends & Flumes                                                      170 TONS                                                  23.00
        Manholes                                                                                   3       EA                                           1,800.00
        Roof drains                                    W/Storm Piping                                      LS
        Downspout Connedions                                                                      12       EA                                             250.00




                                                                                                                                                                                                                                 R.P. Appx. 264
          6 " Stonn Pipe                                                                         600       LF                                              24.00
         12 "Storm Pipe                                                                          964       LF                                              25.00
         15 " Storm Pipe                                                                                                                                   38.00
         18 " Storm Pipe                                                                         175       LF                                              28.00
         21   " Storm Pipe                                                                                                                                 45.00
         24 " Storm Pipe                                                                         400       LF                                              32.00
         27 " Storm Pipe
         30 • Stonn Pipe
         36 " Storm Pipe
         42 • Storm Pipe
         48 " Storm Pipe
         54 " Storm Pipe



                                                                                                                             Page2                                                                    6-3()...()5atlantaupdate
CODE          DESCRIPTION                                              I       QTY             I        U/M   I   Labor     I   Material             Sub Con       I   Total           I
        60 " Stonn Pipe
        Rock Excavation EXCLUDED                                                               ALL
                                                                                                                                                                                       I    89310
                                                                                                                                                                                              0.42
                                                                                                                                                                                                      I
02760 Landscape lighting conduH                                            See Div 16          LF                                                          9.50
02781 Underground Electric ConduH           Allowance                      See Dlv 17                                                                     32.00
02782 Underground ConduH & CircuM to Sign                                  See Div 18                                                                     11.00
02783 Underground Telephone ConduH-diacount                                             800        LF                                      (12.50)        12.50
                                                                                                                                                                                       I
02800   Hardacape Allowonce                        ALLOWANCE                                   LS                                                     25,000.00            25,000
02602   SHe Sc""'n Walla                           IN TILT-UP                                  SF
02805   Traoh Encloau"'                            IN TILT-UP
02806   P•vers                                                                                 SF
02806   Fencing                                    EXCLUDED                                                                                               11.60
02807   1\n:hHectural Hardsca                                                                  ALL
                                                                                                                   266.50             1,200.00           200.00                              25000
                                                                                                                                                                                               0.12
                                                                                                                                                     225,000.00           225,000           225 000
                                                                                                                                                                                               1.06
                                                                                                                                                      75,000.00            75,000            75 000
                                                                                                                                                                                               0.35
           SUBTOTAL SITE IMPROVEMENTS COSTS                                                                                                                             1,677,179          1,677,179
                                                                                                                                                                                               7.91
        DIVISION 17 • MISCELLANEOUS
             EROSION CONTROL BOND
             SITE IMPROVEMENT BOND
             INSURANCE                                                     0.500%                   %                                                                          8,386
             OVERHEAD AND PROFIT                                           4.00%                                                                                          67,423


           TOTAL SITE IMPROVEMENTS COSTS                                        211,638            SF               8.28                                               1,752,988



2. BUILDING SHELL
CODE           DESCRIPTION                                             I        QTY            I        U/M   I   Labor     I   Material             Sub Con       I   Total           I
        Division 1-GENERAL CONDITIONS

16010   Project Manager-discount                                                        1.00 Ls
        Projed exec                                                                                MO                                                    500.00
        Projed Mgr (50% TIME)                                                           9.00 MO                                                        6,800.00            61,200
        Project Engineer                                                                1.00 MO                                                        3,800.00             3,800
        Mission control                                                                 9.00 MO
                                                                                                   MO
                                                                                                                   700.00
                                                                                                                   500.00
                                                                                                                                                                               6,~00 I       71-300~
                                                                                                                                                                                               0.34
        General Supt
16020   Field Superintendent (local woge only)                                           41        WK                                                  2,550.28           104,561
        Assistant Superintendent                                                                                                                                                            104561     I
                                                                                                                                                                                       I       0.49
18025   Travel Expenaas-discount                                                                   LS
        JobSite Superintendent- Per Diem Expenses-Bill Beck is Local                               days
        Housing Expense
        PM Lodging (one per week)                                                        30 Trips                                                        725.00            21,750
        Projed Manager/Proj. Exec                                                        40 lrips                                                                                            21 750    I
16030
        Corporale Travel (112 TO Overilead)
        Dnlwlng Reproduction & ProgFliSS Photos
                                                                                                   EA                                                                                  I       0.10




                                                                                                                                                                                                                                  R.P. Appx. 265
        Reproduction Cosls                                                                         LS                                 7,500.00                                 7,500
        Progress Photos                                                                 9.00       MO                                   120.00                                 1,080
        FodEx Charges                                                                   9.00       MO                                   125.00                                 1,~251         9 7051
        Web cam                                                            BY KOLL                                                                                                             0.05
18040   Field Engineering & Layout
        Topographic Survey
        Foundation Survey
        As-Bum survey
        Silo Stal<ing                                                                       LS                                                         13,000.00           13,000 r - - - - - ,
        Leyoul                                                                            1 EA                                                          5,000.00
                                                                                                                                                                               5,000 1       18oo:     1

18060   Construction Clunlng & General labor-discount                                       Ls
        General Labor                                                                   200 HR                      12.00                                                      2,400


                                                                                                                     Page3                                                                                 6-30-05atlantaupdate
CODE          DESCRIPTION                                                        QTY            I        U/M   I   Labor     I   Material            I   Sub ~on      I   Total        _j
        Clean Streets                                                                   BO          HR               34.00                                                     2,720
        Building Clean-up                                                          211,638          SF                0.02                    0.09                            23,280
        Final Clean-Up                                                             211,638          SF                                                        0.10            21,184
        Trash Hauling                                                                   20          LOS                                                     300.00             6,000
        Dumpster Box Rental                Concrete                                                 LOS                                                     500.00             1,500
        Dumpster Box Rental                Steel                                           3        LOS                                                     500.00             1,500
        Dumpster Box Rental                Woo<J                                           3        LOS                                                     300.00               900
        Dumpster Box Rental                Glass                                                    LOS                                                     300.00                  900
        Dumpster Box Rental                Plastic                                                  LOS                                                     300.00                  900
        Dumpster Box Rental                Dlywall                                                  LOS                                                     300.00                  900
        Dumpster Box Rental                Insulation                                               LOS                                                     300.00                  900 r - - - - - ,
        Dumpster Box Rental                Misc.                                          10        LOS                                                     300.00
                                                                                                                                                                                  3.000   I        660~ I
18100   Equipment Rental & Small Tools
        Job Trailers                                                                    9.00        MO                                      200.00          325.00                4,725
        Tool Trailers                                                                   9.00        MO                                                      350.00                3,150
        Superintendent Pick-up Truck                                                    9.00        MO                                      500.00                                4,500
        Fuel, Oil, & Repairs                                                            9.00        MO                                      145.00                                1,305
        Field Office Supp~es                                                            9.00        MO                                       35.00                                  315
        Small Tools                                                                     8.00        MO                                                      600.00                4,800
        Hoisting Equipment
        Barricades & Lights                                                              9.00       MO
        Scaffolding I Ladders                                                            9.00       MO                                      200.00                                1,800 . - - - - - ,
        Jobsite Communications                                                           9.00       MO                                      200.00
                                                                                                                                                                                  1.800   I         22
                                                                                                                                                                                                         03~~ I
18200   Miscellaneous G. C.'a & Safety
        MisceHaneous Hauling                                                             5.00       MO                                                       400.00               2,000
        Job Signs                                                                                   EA                                      800.00         1,500.00               2,400
        Temporary Protection                                                                    Is                                                         2,000.00               2,000
        Temporary Shoring
        Ice, Cups & Water                                                                 40        WK               40.00                   10.00                                2,000
        Protect Finish Work                                                                         LS              555.00                  500.00                                1,055
        OSHA Handrails                                                                  2,200       LF                2.00                    1.00             0.70               8,140
        Safety Supplies                                                                  9.00       MO                                      200.00                                1,800
        First Aid Supplies                                                               9.00       MO                                       50.00                                  450
        Security                                                             Exduded
        Site Fencing- Security                                               Excluded           LF                                                             5.00
        Special Insurance                               EXCLUDED                                                                                                                                    19 845
                                                                                                                                                                                                      0.09
18210   Winter Protection                               EXCLUDED

18220   Temporary Roads                             w/earthwork                                     LS                                                     3,500.00               3,500              3500
                                                                                                                                                                                                      0.02
18240   Parfonnance Bond                                EXCLUDED

18250   Building Penni!                                                            211,000 SF                                                                  0.18           37,980                37980
                                                                                                                                                                                                      0.18
18255   Builder's Risk Insurance       $.009/Hundred x Months + Soft Costs                          MO                                                     1,650.00           14,850                14 850
                                                                                                                                                                                                      0.07
18260   Quality Control & Testing                       BY KOLL
        Soils Testing Services
        Concrete Testing Services
        Asphalt Testing Services
        Floor Flatness Testing
        Steel Tests & Inspections
                                                                                                                                                                                                         : I




                                                                                                                                                                                                                                         R.P. Appx. 266
18270   Temporvy Lltilitles
        Telephone Setup & Connection                                                                LS                                                     1,000.00               1,000
        OSLSet Up                                       ALLOW                                       LS                                                     4,000.00               4,000
        Telephone                                                                        9.00       MO                                                       600.00               5,400
        Temporary Electric Hookup                                                                   LS                                                     2,500.00               2,500
        Temporary Electric                                                               7.00       MO                                                       750.00               5,250
        Permanent Electric                                                               2.00       MO                                                     4,000.00               8,000
        Temporary Water                                                                  9.00       MO                                                       100.00                 900
        Temporary Fire Protection                                                        9.00       MO                                                        75.00                 675
        Temporary Toilets                                                                9.00       MO                                                       350.00               3,150 1,---,30.,.-,87"'5,..,1
                                                                                                                                                                                                      0.15



                                                                                                                       Page4                                                                                      6-30-05atlantaupdate
CODE            DESCRIPTION                                                                                                           Material



        Division 2-EARTHWORK

02220   Excavation and Backllll
        Excavate Footings, Grade Beams, & Tie Beams                                                               60   HR   20.00                           70.00      5,400
        Pumping & Dewatering                                                                                      20   HR   20.00                10.00                   600
        Backfill Footings, Grade Beams, & Tie Beams                                                 See Div 2                                                6.25
                                                                                                                                                                                I      6000     I
                                                                                                                                                                                     _____Q,.Q!..
02370   Drilled Piers                                                                                                  LS
        Drilled piers                        INCLUDED                                         119                 91 EA                                     2,950    268,450
        DriiHng In Earth
        Drilling In Rock
        Auger cast Piles
        Mobilization Charge
        Temporary casing
        Layout of Plies
                                                                                                                                                                                     268450
                                                                                                                                                                                        1.27
                                                                                                    EARTHWORK TOTAl                                                  274,450         274,450
                                                                                                                                                                                         1.30
        Division 3-CONCRETE

03210   Reinforcing Steel
        Masonry                              0.4   ;\!/SF X       lllREFI         SF
        Pile caps                             65   ;\!ICY X             74.0 CY
        Exterior Pads                         60   ;\!ICY X       #REFI           CY
        Cont. Footing                         65   ;\!ICY X                 0.0   CY
        Tie Beams                             65   ;1!/CYx                  0.0   CY
        Walls                                100   ;\!ICY X                 3.0   CY
        Grade Beams                          100   ;1!/CYx                  1.0   CY
        Miscellaneous Reinforcing
                                                                                  Total                     50,000 LBS                                       0.60
                                                                                                                                                                       30.000   I     300~ I
03300   cast-In-place Concnsta
        Elevated beams      304   ~   x 4 x 1.5                                                                   74 CY                                    950,00      70,300
        Continuous Perimeter Grade Beam                       excluded w/plers                                         LS
        Premium to fonn elevated slab areas                   wlflatworl<                                              Ls
        Elevator Pits                                                                                                  EA                                 6,000.00     18,000
        Install column isolation boxes                                                                                 LS                                 3,000.00      3,000
        Install cast~over@ diamonds & elevator pits                                                                    LS                                 6,000.00      6,000
        Ducts below raised slab areas                                                                                  EA                                 3,500.00      3,500r----
        Slab Edge Fonns & Column Blackouts                                                                             LS                                10,000.00     10,000   I    110:.:     I
03345   cament Flatwork
          4 MUDSLAB                                                                                 Excluded                                                  2.50
        Concrete Fill Pan Stairs                                                                             2,400     SF                                     6.00     14,400
        Rooftop Unit Sound Absorbing Slabs                                                                   4,860     SF                                     5.00     24,300
         IJ:I. "' Composite Office Slab On Mezzanine with mesh                                             211,638     SF                                     3.00    634,914 r----~
        Vapor Barrier
        Raised Slabs with Insulation (includes beam at expn joints)                                             9,648 sf
                                                                                                                                                              0.14
                                                                                                                                                              3.25
                                                                                                                                                                          . I
                                                                                                                                                                       31,356
                                                                                                                                                                                704970
                                                                                                                                                                                   3.33
                                                                                                                                                                                                I
03350 Caulk Floor joints w/ MMBO Sealer                                                                                                                       1.90
03355 Concreto Sealer                                                                                                                                         0.09
03346  4 " Granular Fill Under Slab                                                                                                                          18.00
03347 w.w. Meah. 6x6-10/10              in above
                                                                                                                                                                                I          :I




                                                                                                                                                                                                                               R.P. Appx. 267
03400   Arohitoctural Concrete Wall Panels
        Tilt-up Panel Design                                                      PART OF KOLL SCOPE
        casting beds for panels                                                                             78,000     SF                                     1.65    128,700
        Loading dock area panels                                                                             3,000     SF                                     7.00     21,000
        Joint chasing                                                                                            1     LS                                 7,500.00      7,500
        Perimeter Deadmen with removal                                                                         272     CY                                   120.00     32,840
        Add for winter concrete
        Panel Erection w/ strongbacks                                             H&H STEEL
        Clayco Panel Supervision for Top Flight
        Braces for tiH-up panels
          10 " Flat Slab TiHUp Panels @ Office                                                              72.000     SF                                     9.10    655,2oo   I   1,048,04o       I

                                                                                                                              PageS                                                                     6-30-05atlantaupdate
CODE                DESCRIPTION                                         I        QTY         I        U/M   I   Labor     I   Material            I   Sub Con       I   Total
3490     GFRC Column Covers                                                                                                                                                                  4.95
         Exterior Columns                                                                2 EA                                                           6,500.00            13,000
                                                                                                                                                                                           13 000
                                                                                                                                                                                             0.061


                                                                        CONCRETE TOTAL                                                                                  1,906,810        1,906,810
                                                                                                                                                                                             9.00
         Division 4-MASONRY

 04210   Masonry
         Pilast1   ...
                   Beams

                   • or Granite


                                                                            MASONRY TOTAL

         Division 5-METALS
                                                                                                                                                                                     I
 05120   structural Steel
         Structunol Steel                                                        1,520,000       LBS                                       0.60
         Steel cantilever and column at 2   bui~   w/structural steel                    2 EA                                                           5,000.00
         Less Galvanizing Roof Screen Steel                                              1Ls                                                           (28,000.00)
         Roof screen framing                       w/structural steel                        LBS                                                             0.85
         Mechanicaf Frames                         w/structural steel                    8       EA                                                     1,200.00
         Dock Stair & Railing                                                            1       EA                                                     4,000.00
         Pipe Botfards                                                                   5 EA                     75.00                  129.00            60.00
         Stairs to OffJCe                                                                9 EA                                                           8,900.00
         Ships Ladderto Roof                                                             1   EA                                                         3,500.00
         Misc. roof penetretion framing            w/strudural steel                         Allow                                                      5,000.00
         Misc. brecing & supports                                                       20 Tons                                                         1,800.00
         Premium for laNer level railing system at main stair                              LS
         Galvanizing Steel @ roof                                                        1 LS                                                          12,000.00


 05200   Miscellaneous for Till-Up                                                       1       EA                                                    15,000.00

 05210   Steel Joists
         Roof Joists                               4.51/SF                          65,000       LB                                        0.55
         Truck canopy Roof Joists                                                                                                          0.55
         Floor Joists


 05300   Metal Decking
         Roof Dec:k-1.5'                                                            52,910       SF                                        0.90
         Truck area canopy deck                                                                                                            0.90
         Aoor Deek-3"                                                              211,638       SF                                        1.20


 05340   Structural Erection
         Strudural Steel & Joists                                                  284,548       SF                                                          1.75
         Stair erection                   w/structunol sleet                                 ea
         Floor and Roof Deck              w/structural steel
         Div 5 Discount                   w/structural steel                             1       LS                                                    (30,000.00)
         Tilt-Up enoction                                                   see div 3        SF
         Braces for Tilt-Up panels                 6 per panel                          184 LS


 05580   Slwet Metal Fabrications




                                                                                                                                                                                                                            R.P. Appx. 268
         Front entry high alucobond w/ framing (CMP-1)                      See Div 7            SF                                                        22.75
         Metal panel dadding- 10' per W(MP-2)                               See Div 7                                                                       12.25
         Metal panel dadding- 9.2' per If (MP-1)                            See Div 7                                                                      12.25
         Louver                                                                          1 LS                                                           4,000.00
         Roof gates                                                                      2 LS                                                             350.00
         Flashings & sheetmetal                                             See Div 7            LS                                                    32,000.00
         Vents                                                                          10 LS                                                               90.00
         Adjustment for altemate manufacturer                                               LS
         Roof screen Steal                                                              950 Lf                                                             63.00




                                                                                                                   PageB                                                                             6-30-05atlantaupdate
CODE          DESCRIPTION                                               QTY         I        U/M   I   Labor     I   Material            I   Sub Con      I   Total           I
        Division 6-WOOD AND FINISHES

06100   Rough carpentry
        Treated Wood Blocking                                              1,226        LF                4.00                    1.00                                6,130
        Expansion Joint Blocking                                             240 LF                       4.00                    1.00                                1,200
        Misc. wood blocking                                                  400 LF                       4.00                    1.00                                2,000
        Fire Treated plywood at CW intersection                              340 LF                                                               11.00               3,740
        Window Sill Blocking                                               2,470 LF                       2.05                    1.00                                7,534
        Plywood At Parapet
        Soffit Overhang Framing @ Entry
        Finish carpentry
                                                                              400       SF                3.00                    2.00
                                                                                                                                                                      2.000   I      22
                                                                                                                                                                                          0~~ I
        Csbinets @ Kitchen Araa
        Vanities @ Restrooms                            MW2                  144 LF                     105.00                  190.00                            42,480
        WindowSills                                                        2,470 LF                       5.00                    8.60                            33,592
        Trim at main lobby/1st fl,   bl'                ALLOWANCE              1 LS                                                           17.500.00           17.500
                                                        ALLOWANCE              3EA                                                             5,000.00           15,000            108 572
                                                                                                                                                                                       0.51
                                                                     WQQD AND FINISHES TOTAL                                                                    131,176             131,176
                                                                                                                                                                                          0.62
        Division 7-THERMAL AND MOISTURE PROTECTION

07100   Waterproofing -elevator pits                                            2 ea                                                           3,500.00
                                                                                                                                                                      7,000     I     7o0:       I
07200   Insulation
        Foundation Insulation                                              2,452        SF                0.40                    0.50                                2,207.---...,....,~
        Insulation at CW Glass                                               630        SF                                                         3.00               ,,890 1         4 0971
                                                                                                                                                                                       0.02
07300   Spray-On Fireproofing           at stairwells (91ocations)                      LS                                 4,500.00           12,500.00           11,000 1           11 ooo 1
                                                                                                                                                                                       0.08

07500   Roofing
        TPO Roofing w/R=                        20 Insulation             52,910        SF                                                         4.00          211,640
        Roofing Memberane W/out Insulation                                              SF                                                         0.80
        15 Year Extended Warranty          excluded
        Walkway pads                                                       2,100 SF                                                                1.00               2,100
        BaUast Roofing at Lobby Araa                                         290 SF                                                               15.00               4,350 ,--,.,..,..,..,,..,
        Attic Vents
        Mech Unit Flashings
                                                                              53
                                                                               6 ea
                                                                                                                                                  50.00
                                                                                                                                                 800.00
                                                                                                                                                                      2,650
                                                                                                                                                                      4,800 .
                                                                                                                                                                                I  225 540
                                                                                                                                                                                        1.07 .
                                                                                                                                                                                                 I
07600   Flashing and Sheet Metal
        Decorative railing at 2 level atrium                                  32 LF                                                              425.00           13,600
        Alucobond eye brow                                                11,600 sf                                                               17.00          197,200
        Alucobond soffit @ entries                                           860 sf                                                               23.00           19,780
        Metal Panel Cladding 10' per LF (MP2)                              2,870 sf
        Roof Screen Marins X-12                                           13,250 sf                                                               11.00          145,750
        cap Flashing I Gravel Stop                                         1,226 LF                                                                8.00            9,808
        22 g closer plate                                                    510 LF                                                                9.00            4,590 . - - - - - ,
        Counterflashings                                                     716 LF                       2.20                                     8.00            7,303l     4,, 531            I
        Stainless Steel Railing at entry                                      30 LF                                             450.00                            13,500.        1.94 .
07700   Skylights & Roof Hatch
        Skylight
        Roof Hatch
                                                                                        EA
                                                                                        EA
                                                                                                                                               4,500.00
                                                                                                                                               1,000.00
                                                                                                                                                                                      5::1
                                                                                                                                                                      4,500 . - - - - - - ,
                                                                                                                                                                      t,oool
07920   Sealants and caulking
        Mise interior caulking                                             2,000 LF                                                                2.00            4,000
        TiltUo Walls - Ou1side Joints                                     72.000 SF                                                                0.18           12.960




                                                                                                                                                                                                                            R.P. Appx. 269
                                                                                                                                                                                     24 835
                                                                                                                                                                                       0.12
                                                                     THERMAL & MOISTURE TOTAL                                                                   695,503             695,503
                                                                                                                                                                                          3.21
        Division 8-DOORS AND WINDOWS

08200   Doora,Frames,and Hardware-discount                                              Ls                                                     (8,500.00)             (8,500)
        Hollow Metal Door Frames - Single
        Hollow Metal Door Frames - Double
        Aluminum Door FramesOncludes 3 doubles)                               100 EA                    180.00                   75.00             5.00           26,000
        Bathroom Louver doors                                                  40 EA                                                             800.00           32,000
        Solid Con! Wood Doors                                                  60 EA                    280.00                   75.00             5.00           21,600


                                                                                                           Page7                                                                                     6-30-05atlantaupdate
CODE                   DESCRIPTION                                              I   QTY             I    U/M   I   Labor     I   Material           I   Sub Con         I   Total           I
        HM doors                                                                                        EA          200.00                  50.00            5.00                    765
        Exterior Hollow Metal Door with frame & hardware                                      1         EA                                                1,200.00                  1,200
        A.D.A. Hardware                                                                                                                                       5.00
                                                                                                                                                                                            I
                                                                                          100           EA          150.00                  95.00                               25,000
        Panic Devices I Automatic Closers                                                   12          EA                                                 300.00                   3.600        101,~
                                                                                                                                                                                                    0.48
08300   Overhead Doora & Operato111
        Dock I Rail Doors                               9 ' X   10                                      EA                                                4,000.00                  4,000
        Drive-in & Garagt                          12 'X        14                                                                                        1,400.00
        Elec1ric Operator                                                                               EA                                                  550.00                   550
        Overhead COiling Doors @ main entry stair/lower levet                                                                                             4,500.00                                          I
08800   Glazing (baaed on National Agreement pricing)                PALS
                                                                                                                                                                                            I      4 550
                                                                                                                                                                                                    0.02

        Aluminum Curtainwall {Vistawall)                                              7,580 sf                                                              42.00              318,360
        Glass & Glazing (Viracon)                                                    29,300 sf                                                              26.50              776,450
        Revolving door                                                                              EA                                                   28,000.00              28,000
        Secondary Sealant                                            Excluded
        Aluminum Do                                                                                 EA                                                    1.950.00              15,600
                                                                                                                                                                                                1158560
                                                                                                        or                                                                                          5.47
        llllii:IIIUI   lo:llla~a-lDIII   CII:J\I Ulll                                     f;Jri,J


                                                                                DOORS AND WINDOWS TOTAL
                                                                                                                                                             IU.\,1\1
                                                                                                                                                                                '"·'"""
                                                                                                                                                                            1,264,775           1,264,775
                                                                                                                                                                                                    5.98




                                                                                                                                                                                                                                       R.P. Appx. 270
                                                                                                                       PageS                                                                                    6-30-05atlantaupdate
CODE              DESCRIPTION                                                    I      QTY         I        U/M   I   Labor     I   Material            I   Sub Con      I   Total           I
         Ceramic Wall Tile @ Bathrooms                                                     1,950  SF                                                             14.00            27,300
         Ceramic Aoor Tile @ Bathrooms                                                     3,408  SF                                                             12.00            40,896
         Porcelain tile at 1st floor main lobby areas with base                                  sf
         Porcelain tile boarder at 2 lower level entry at perimeter of pedimat                   sf
         Porcelain tile boarder 2nd and 3rd fl elevator lobby areas
         Pordelain Tile base at 2nd & 3rd fl elevator lobby areas
                                                                                                 sf
                                                                                           1,020 LF                                                              11.00            11,;20      I       79 4161
                                                                                                                                                                                                        0.38
09660    Corpet & Resilient Flooring                       IN FINISH ALLOW.
         Carpet @ elevator lobbies                                                            200       SY                                                       32.00                6,400
         Stair Carpet-main stair onfy
         VCT                                                                               1,900        SF                                                        2.00                3,800
         Vlr1Yf Base         B1&2                                                          4,536        LF                                                        1.25                5,670   I   -    15 870
                                                                                                                                                                                                         o.or
                                                                                                                                                                                                                I
         Vinyl flooring at 2 perimeter stairs              exduded
09900    Painting
         Exterior TiltUp Concrete Panels                                                  68,000 SF                                                                0.45           30,600
         OrywaN-no painting the core areas                                                50,000 SF                                                                0.35           17,500
         Plaster Soffits                                                                     600 SF                                                                1.00              600
         Epoxy Floor at pump room                                                            320 SF                                                                3.00              960
         Stain! @ Loading Dock                                                                 1 EA                                                            1,000.00            1,000
         Man Doors                                                                            45 EA                                                               75.00            3,375
         Overhead Doors                                                                           EA                                                             300.00                300
         Stairways
         Paint Exterior Steel @ Roof Screen
                                                                                                 FLIGHTS
                                                                                                 LS
                                                                                                                                                               1,200.00
                                                                                                                                                               9,500.00
                                                                                                                                                                                  10.600
                                                                                                                                                                                   9,500
                                                                                                                                                                                              I        74 6351
                                                                                                                                                                                                         0.35
09950    Wall Covering & Zolotono Allowonca
         Vmyl Wall Cover@ Restrooms (w-2)                                                  7,200        SF                                                         1.50           10,800
         Vinyl Wall Cover Lobby Araas (W-1)                                                3,932 SF                                                                1.50               5,898


                                                                                                                                                                                              I        166981
                                                                                                                                                                                                         0.08
9970     Special Wall Surfoces (FRP)
                                                                                              300 SF                                                               5.00               1,500             1500

                                                                                                                                                                                                         0.01
                                                                                 FINISHES TOTAL                                                                                 923,077               923,077
                                                                                                                                                                                                         4.36
         Division 10-SPECIALTIES

 10150   Toilet   Part~ions   and Accos.
         Ceiling Mounted Painted Stool Partitions
         Floor Mounted Painted Partitions                                                                                                                       600.00
         Wall Mounted Painted Metal Urinal Screens                                                                                                              360.00
         Wall Mounted Stainless Urinal Saeens
         Toilet Room Accessories                                                               12 RMS                   560.00                  985.00                            18,540 1             18s:
                                                                                                                                                                                                         0
                                                                                                                                                                                                                1

 10550   Metal Lockers
         FUll Lockers
         Locker Room Benches
                                                                                                                                                                                              I           : I
 10600   Miscellaneous Specialties
         Entry Mats                                                                           480 SF                                                              25.00           12,000
         Fire Extinguisher Cebinets                                                            10 EA                     35.00                  120.00                             1,550
         Wall Expansion Joints @ Interior                                                     320 LF                                                               6.00            1,920
         Floor Expansion Joints                                                               460 LF                                                              18.00            8,280
         Handicap Parl<ing Signs                                                               22 EA                     80.00                   60.00                                3,080~8230
         Exterior Expansion Joint (EJ 1)                                                      140 LF                                                              10.00               1,400              0.13
 10610   Appliances                                                                                                                                                                     -                 -
                                                                                                                                                                                        -                 -




                                                                                                                                                                                                                                           R.P. Appx. 271
 10900   Interior Slgnage & Directories
         Building Directory                              Exduded                                        ALL
                                                         Exdudod                                        ALL

                                                         Exdudod                                        ALL

                                                                                     SPECIALTIES TOTAL                                                                           46,770                46,no
                                                                                                                                                                                                         0.22
         Division 11-EaUIPMENT

 11161   Dock EqUipment                                                                                 LS
         Dock Bumpers


                                                                                                                          Page9                                                                                     6-30-DSatl•ntaupdate
CODE           DESCRIPTION                                                 QTY        I    UIM   I   Labor   I   Material   I   Sub Con       I   Total           I
11160   Mechanical Dock Levelers - 35,00Cll Capacity                                  LS                                          2,045.00                2,045
11161   Dock Levelers- Self Leveling Pans
11162   Dock Levelers- Form Pita
11163   Dock Levelers -Dock Pit Angle
11164   Docklocks
11165
11166
        DockSeals
        Dock Shelte1 ..                                                          1 Ls
                                                                                                                                    650.00

                                                                                                                                    300.00                 300          2 345
                                                                                                                                                                         0.01
                                                                        EqUIPMENT TOTAL                                                               2,345             2,345
                                                                                                                                                                         0.01
        Diyision 12-FURNISHINGS

12510   Horlzontol Blinds -1"                                                28,000       SF                                          2.10            58,800           56800
                                                                                                                                                                         0.28
                                                                        FURNISHINGS TOTAL                                                            58,800            58,800
                                                                                                                                                                         0.28
        Dlylslon 13-5PECIAL CONSTRUCTION

13320   Access Flooring
        14" Access Flooring-stockpile on floors, tech rooms installed       191.000       SF                                          3.77           720.070
                                                                                                                                                                      720,070
                                                                                                                                                                         3.40
                                                                        SPECIAL CONSTRUCTION TOTAL                                                  720,070           720,070
                                                                                                                                                                         3.40
        Division 14-CONVEYING SYSTEMS

14200   Elevato<s
        Hydraulic                                                                3        EA                                     64,500.00           193,500
        Traction
        Finish cab for flooring/1 wall panel                                     3        EA                                      3,500.00            10,500          204000
                                                                                                                                                                         0.96
                                                                        CONVEYING SYSTEMS TOTAL                                                     204,000           204,000
                                                                                                                                                                         0.96
        Division 15-MECHANICAL

15300   Fire Protection                                                     211,638       SF                                          0.82           173,543
        Gtass protection at 4 levels                                             30 heads                                           465.00            13,950
        Standpipe system                                                         3 Ea                                             4,000.00            12,000
        Dry pipe system @ dock soffit area                                         sf                                                 2.00
        Compressor for dry pipe system                                             LS                                             1,500.00                            199 493]

15310   Booster Pumps-75 hp                                                       1       EA                                     35,000.00            35,000
                                                                                                                                                                  I      0.94

        In-Rack Sprinklers                                                                                                                                             35 000   I
15400   Plumbing-discount                                                         1       LS                                      (6,000.00)          (6,000)
                                                                                                                                                                  I      0.17

        Water Closet Fixtures (low usage)                                        34       EA                                       1,300.00           44,200
        Handicapped Water Closet Fixtures (low usage)                             6       EA                                       1,300.00            7,800
        Urinals (low usage)                                                       8       EA                                         800.00            6,400
        Drinking Fountains                                                        8       EA                                       2,200.00           17,600
        Domestic Water in Building-includes 2 extra wet stacks                  920       LF                                          25.00           23,000
        Sewer Une in Building-fncludes 2 extra wet stacks                       920       LF                                          30.00           27,600
        Hose Bibbs                                                                6       EA                                         270.00            1,620
        Interior Downspout Piping                                             1,800       LF                                          35.00           56,000




                                                                                                                                                                                                           R.P. Appx. 272
        Interior Downspout Roof Drains                                           16       EA                                       4,500.00           72,000
        Sinks or Rough-ins                                                       32       EA                                         620.00           26,240
        Emergency OVerflow Drains                                                16       EA                                       3,200.00           51,200
        ottminder for elevator                                                    1       EA                                       4,500.00            4,500
        Mop basins                                                                8       EA                                       2,500.00           20,000
        Floor Drains                                                             15       EA                                         700.00           10,500
        Grease I Oil Interceptor for Garage
        Trench Drains
        Hot Water Heaters                                                         8       EA                                      1,600.00            12.~00 I        375 460
                                                                                                                                                                         1.77
                                                                                                                                                                                I
15500   HVAC
        Trane rooftop units                            Furnish only         211,638 SF                                                 5.96         1,261,362
        Nailor- underlloor HVAC                        Furnish only               1 LS


                                                                                                        Page10                                                                      6-30-05atlantaupdate
CODE            DESCRIPTION                                                                 QTY          I     U/M      I   Labor     I     Material           I   Sub Con      I   Total           I
        HVAC core & shell                                Exdudes restrooms & lobby's                     LS
        HVAC ~ restrooms & lobbies                                                                           LS
        Prof. Uab. Insurance                                                                                 LS
        Control svstem                                    •/HVAC
                                                                   I                                                                                                                                    1261 362
                                                                                                                                                                                                            5.96
                                                                                       MECHANICAL TOTAL                                                                              1,871,315          1,871,315
                                                                                                                                                                                                             8.84
        Division 16-ELECTRICAL

16050   Electrical
        Main BuHding Service                                                                      4,000 AMP                                                            61.00           244,000
        Service Feeder                                                                              150 LF                                                             300.00           45,000
        Panel Boards for lighting                                                                    8 EA                                                            3,000.00           24,000
        Panel boards for heating                                                                      3 EA                                                           3,000.00            9,000
        Panel boards for receptades                                                                   8 EA                                                           3,000.00           24,000
        Panel for HVAC RTU (feeds to 4 RTU)                                                       2,000 amp                                                             25.00           50,000
        Transformer                                                                                  8 EA                                                            8,000.00           84,000
        Branch Circuits, raceways, supports                                                          1 LS                                                            6,000.00            6,000
        can lighting for main lobby and elevator lobby                                              BOEA                                                               225.00           18,000
        Fire pump hookup                                                                               LS                                                           35,000.00
        Back of house ligi 2 x 4 Parebolics                                                        116 EA                                                              300.00           35,400
        Stairwell light ftxlures                                                                    28 EA                                                              300.00            8,400
        Stairwell light fixtures-main stair                                                         14 EA                                                              550.00            7,700
        Exit Fixtures                                                                               60 EA                                                             270.00            16,200
        Restroom Oownlights                                                                         72 EA                                                             375.00            27,000
        Other Downlights                                                                            eo EA                                                             375.00            30,000
        Strip lights                                                                                27       EA                                                       530.00            14,310
        250 W Metal HaNda Exterior Flood Ughts                                                       8       EA                                                       980.00             7,840
        Wall Sconces                                                                                66       EA                                                       800.00            52,800
        Ground Fault Receptacle                                                                     12       EA                                                       180.00             2,160
        Duplex recap for Water Cooler                                                                6       EA                                                       125.00               750
        Duplex for telephone                                                                         6        EA                                                       200.00               1,200
        Four" PVC lhru floors                                                                                LS                                                      2,000.00
        Miscellaneous Outlets                                                                       60        EA                                                       250.00           15,000
        Elevator Hookup                                                                              2        EA                                                     5,000.00           10,000
        HVAC Hookup                                                                                  4       EA                                                      7,000.00           28,000
        Power to ERU units                                                                                   EA                                                      2,000.00
        Misc. HVAC                                                                                   6       EA                                                        750.00            4,500
        Sprinkler Hookup                                                                             1 LS                                                           12,000.00           12,000
        Fire Alarm System                                                                            1 LS                                                           75,000.00           75,000
        Telephone Board                                                                              7   EA                   91.71                    50.00                                 992
        Security I Cord Access System- EXCLUDED                                                          ALL
        Value engineering required to get to budget                                                      ALL
        Temporary Electric                                                                           1   EA                                                         10,000.00
                                                                                                                                                                                        10.000      I     843:.:     I
16100   SHo Lighting & Building Accent Lighting
        Bid based upon 10/21 Drawings-this bid does anticipate about $50k VE savings (conductor & I!Bar) with about $40k smoke damper Add
        Ground mounted flood Nghling                                                                     EA
        Ugh! Boliards, building accent well lights, specially exter. Ughl ALLOWANCE                      LS                                                         15,000.00           15,000
        Fountain Lighting I Power                                         Excluded                        EA
        Concrete bases for new sidewalk lighting                          Excluded                       Fixtures
        Added lighting along new sidewalk                              Excluded                              Fixtures
        Concrete Bases for Lights Bollards                             ALLOWANCE                    32       EA                                                        360.00           11,520
        Pole Liohts @ Par1<ino Lot                                     ALLOWANCE                    32       EA                                                      3.200.00          102.400




                                                                                                                                                                                                                                                R.P. Appx. 273
                                                                                                     5       EA                                                        450.00            2,250            131184
                                                                                                                                                                                                             0.62
                                                                                       ELECTRICAL TOTAL                                                                               974,422             974,416
                                                                                                                                                                                                             4.60
            SUBTOTAL BUILDING SHELL COSTS                                                                                                                                           11,385,602          11,385,601
                                                                                                                                                                                                            53.73
        DIVISION 17- MISCEULANEOUS
             COMMISSIONS
             CONTINGENCY
             INSURANCE                                                                 0.500".4               %                                                                       56,928.01
             OVERHEAD AND PROFIT                                                       4.00".4                                                                                        457,701



                                                                                                                               Page 11                                                                                   6-30-05atlantaupdate
CODE              DESCRIPTION                          QTY       I    U/M   I   Labor    I   Material   I   Sub Con      I   Total        I
           TOTAL BUILDING SHELL COSTS                  211,638       SF          56.23                                       11,900,231



3. TENANT FINISH ALLOWANCE
CODE              DESCRIPTION                      I   QTY            U/M       Labor        Material       Sub Con      I   Total        J
06200   Finish carpentry Allowance
        LEED REQUIRED ISSUE$-ALLOWANCE                       1 LS                                            20,000.00           20,000
        Sliding Closet B~Fold Doors
        Additional Shelving & Worktops                                                                                                        20   ooo
                                                                                                                                                   0.09
                                                                                                                                                          I
08200   Hollow Metal Doors & Frames
        Solid Core Wood Doors
        Lever Style Hardware
        Automatic Closers
                                                                                                                                          I        : I
08800   Glozing
        Interior Glass Doors
        Interior Glass Borrowlites in H.M.
        Mirrors
                                                                                                                                          I        : I
09200   Framing and Drywall
        Furred Columns Taped
        Taping
                                                                                                                                                    : I
09300   Ceramic Tile
        Floors of Kitchen
        Wet Walls of Office Restrooms



09500
        Quarry Tile @ Lobby

        Install Acoustical Tik!s
                                                                                                                                          I         :I
        Std. 2X4           Second Look II System
        Install Pads
        Batt Laid Insulation
                                                                                                                                          I        :I
09650   Resilient Flooring
        Vinyl Base
        Vinyl Tile
                                                                                                                                          I         : I
09680   carpet Allowance
        Office & Common Areas
        Stair Treads
                                                                                                                                                    : I
09900   Painting
        VWC Aliowance
        Paint New Doors & Frames
                                                                                                                                                    : I
t0150   Computer Flooring
        Computer Floor
        Ramp
                                                                                                                                                    : I
10990   Mlscellonooua Specialties
        Lockers




                                                                                                                                                                                     R.P. Appx. 274
                                                                                                                                          ~
        Locker Room Benches

12510   Window Blinds or Drapes

15300   Fire Protection
        Off"oce Sprinklers
        Recessed Heads
        Concealed Heads
                                                                                                                                                    : I
15400   Plumbing
        Coffee Bar Areas
        Sinks or Rough~ins



                                                                                   P1ge12                                                                     6-30-05•tlantaupdate
CODE           DESCRIPTION                                                                                   Material
        Shower Doors

15500   HVAC
        Added VAV Boxes and Slo1 Diffusers
        Exhaust Fans @ Rest Room & Braak Room
        Extended Warranty
                                                                                                                                                                         : I
16050   Electrical
        Distribution
        Plumbing Hookup
        Cable Tray System
                                                                                                                                                                  I      : I
16150   Security I Flra Alonn System• Allowonce
        Security Syst•"HI
                      'Stem

                       ing &Deolgn

            SUBTOTAL TENANT FINISH COSTS                                                                                                             20,000           20,000
                                                                                                                                                                         0.09
        DIVISION 17- MISCELLANEOUS
             INSURANCE                                          0.50%             %                                                                   100.00
             OVERHEAD AND PROFIT                                4.00%                                                                                     804


            TOTAL TENANT FINISH COSTS                               211,638       SF              0.10                                               20,904



4. ARCHITECTURAL & ENGINEERING SERVICES
CODE            DESCRIPTION                                     I   QTY       I       U/M   I   Labor    I   Material   I    Sub Con          I   Total           I
        Preliminary Fees                                                  1       LS
                                                                                                                                                                          : I
        Archrtectural Services                                            1       LS                                             340,000             340,000
        Interior Services I Space Planning   Part of Tl
        Reimbursables                                                     1       LS                                              25,950              25,950          365 950
                                                                                                                                                                         1.73
        Building Envelopo                                                 1       LS                                                  3,500               3,500         3500
                                                                                                                                                                         0.02
        Code Review                                                               LS                                                  3,000               3,000         3000
                                                                                                                                                                         0.01
        Energy modeling                                                                                                               5,000

        LEED certification                            BY KOLL


        structural Services                                                       LS                                             110,000             110,000          110000
                                                                                                                                                                         0.52
        MEP Services                                                              LS                                             102,000             102,000          102 000
                                                                                                                                                                         0.48
        Plumbing Services                                                                                                   w/HVAC

        Lighting Deoign                                                   1LS




                                                                                                                                                                                                       R.P. Appx. 275
        Sprinkler Services                                                                                                  w/HVAC

        Civil Services                                                            LS                                                 33,000           33,000
              Topographic Survey                      BY KOLL
              Foundation Spot                         BY KOLL
              As Built Survey                         BY KOLL
              Site Staking                            w/GC's                                                                                                           33000
                                                                                                                                                                         0.16
        Landscaping                                                               LS                                                 25,000           25,000           25 000
                                                                                                                                                                         0.12
        Subourfoce Soil Report                        BY KOLL


        Roofing Inspections                                                       LS                                                  3,000               3,000         3 000


                                                                                                   Pa91113                                                                      6-30-05atlantaupdate
CODE           DESCRIPTION                                                 QTY              UIM    Labor         Material            Sub Con     Total
                                                                                                                                                                    0.01
         Renderings                                                                                                                      2,000                     5000
         EnOfllYModel                                                              1    LS                                               5,000           5,000      0.02
         Hardware, slgnage, acoustic• & contingency
         Models
            SUBTOTAL ARCHITECTURAL COSTS                                                                                                          650,450        650,450
                                                                                                                                                                    2.91
         MISCELLANEOUS
             INSURANCE                                                0.500%            %                                                                3,252
             OVERHEAD AND PROFIT                                      4.00",{,                                                                      26,148


            SUBTOTAL ARCHITECTURAL COSTS                                   211,638      SF            3.21                                        679,850



PROJECT SUMMARY

                DESCRIPTION                                                                       PERIS.F.       TOTAL

          1. SITE IMPROVEMENTS                                                                        $7.92           1,677,179

          2. BUILDING SHELL                                                                          $53.60          11,385,602

          3. LEED CERTIFICATION ALLOWANCE                                                             $0.09              20,000

          4. ARCHITECTURAL & ENGINEERING SERVICES                                                     $3.07            650,450

         MISCELLANEOUS                                                                                $0.32                 68,666

                                                                                                    $65.20           13,601,897
         Adjustment
         OVERHEAD & PROFIT                                                                            $2.61             552,076




                        !TOTAL ESTIMATE=====~                                $67.82 ISqFt                          14,353,973 J



               Dallas /ntellicenter Exhibit C
                         Dallas. TX
         211.637 SF - 4 STORY OFFICE BLDG.
             KQLLDEVELOPMENTCOMPANY
                    Februarv 20. 2006                 -

                                                          CONTROL         COST
02000        SITE WORK                                     BUDGET        PER/SF

02050        Demol~ion I Site Clearing                       34,440              0.16
02200        Earthwor1<                                     224,816              1.06
02210        Finish Grading I Backfin Footings                4,200              0.02




                                                                                                                                                                                                  R.P. Appx. 276
02300        Sulface Water Control                            9,000              0.04
02500        Asphalt Paving and Striping                      3,195              0.02
02510        Concrete Paving & Curbs-TAS                    881,188              4.16
02605        Sanitary Sewer                                  11,510              0.05
02660        Water Distribution                              94,520              0.45
 02680       Gas Main to Building                                 0              0.00
 02700       Storm Sewers                                    89,310              0.42
 02780       Underground Electric Conduit                         0              0.00
 02781       Hardscape Allowance                             25,000              0.12
02850        Landscaping Allowance                          225,000              1.06
02900        Irrigation Allowance                            75,000              0.35


                                                                                                       Page 14                                                             6-30-05atl•ntaupdate
CODE       DESCRIPTION                                                                Material
         SITE WORK TOTAL

02000    EARTHWORK

02220     Excavation and Backfill                    6,000        0.03
02370     Drilled Piers                            268,450        1.27
         !EARTHWORK TOTAL                          274,450        1.30   I




03000    CONCRETE

03210    Reinforcing Steel                           30,000       0.14
03300    Cast-in-place Concrete                     110,800       0.52
03345    Cement Flatwork                            704,970       3.33
03350    Caulk Floor joints w/ MM80 Seater                0       0.00
03355    Concrete Seater                                  0       0.00
03400    Architectural Concrete Wall Panels       1,061,040       5.01
         JCONCRETE TOTAL                          1,906,810       9.01   I




04000     MASONRY

04210     Masonry                                        0    I   0.00   I
         !MASONRY TOTAL                       I          0    I   0.00   I
05000     METALS

05120     Structural Steel                        1,040,520       4.92
05200     Miscellaneous for Tilt-Up                  15,000       0.07
05210     Steel Joists                               35,750       0.17
05300     Metal Decking                             301,585       1.43
05340     Structural Erection                       432,959       2.05
05580     Sheet Metal Fabrications                   65,450       0.31
         !METALS TOTAL                            1,891,284       8.94

06000    WOOD
         ..   & PLASTICS

 06100   Rough Carpentry                            22,604        0.11
#REF!     #REF I                                   108,572        0.51
         !WOOD & PLASTICS TOTAL                    131,176        0.62




                                                                                                                        R.P. Appx. 277
                                                                             Page15              6-30-05atlantaupdate
CODE     DESCRIPTION                                                         QTY      I   U/M   I   Labor   I    Material   I   Sub Con   I   Total   I
07000   THERMAL & MOISTURE PROTECTION

07100    Waterproofmg -elevator pits                            7,000          0.03
07200    Insulation                                            21,097          0.10
07500    Roofing                                              225,540          1.07
07600    Flashing and Sheet Metal                             411,531          1.94
07700    Skylights & Roof Hatch                                 5,500          0.03
07920    Sealants and Caulking                                 24,835          0.12
        JMOISTURE PROTECTION TOTAL                       --
                                                              695,503          3.29

08000   DOORS & WINDOWS
                                                                                      I




08200    Doors,Frames,and Harcfwarl!-{jiscount                 101,665         0.48
08300    Overhead Doors & Operators                              4,550         0.02
08800    Glazing (based on National Agreement pricing)       1,158,560         5.47
        JDOORS & WINDOWS TOTAL_                          __1,~114.775          5.981

09000   FINISHES

09200    Framing and Drywall                                  668,721          3.16
9402     Epoxy Terrrazzo                                       38,024          0.18
09500    Ceiling                                               28,213          0.13
09650    Ceramic Tile                                          79,416          0.38
09680    Carpet & Resilient Flooring                           15,870          0.07
09900    Painting                                              74,635          0.35
09950    Wall Covering & Zolotone Allowance                    16,698          0.08
9970     Special Wall Surfaces (FRP)                            1,500          0.01
        !FINISHES TOTAL                                       923,077          4.36!

10000    SPECIALTIES

10150    Toilet Partitions and Acces.                          18,540          0.09
10550    Metal Lockers                                              0          0.00
10600    Miscellaneous Specialties                             28,230          0.13
10610    Appliances                                                 0          0.00
10900    Interior Signage & Directories                             0          0.00
10950    Exterior Signage Allowance                                 0          0.00
        !SPECIALTIES TOTAL                                     46,770          0.221

11000   EQUIPMENT

11160    Mechanical Dock Levelers - 35,000# Capacity             2,045         0.01
11162    Dock Levelers - Form Pits                                   0         0.00
11164    Dock Locks                                                  0         0.00
11165    Dock Seals                                                  0         0.00
11166    Dock Shelters                                               0         0.00
11167    Dock Lights                                               300         0.00
        JEQUIPMENT TOTAL                                         2,345         0.01

12000    FURNISHINGS




                                                                                                                                                                                  R.P. Appx. 278
12510   Horizontal Blinds - 1"
        FURNISHINGS TOTAL

13000    SPECIAL CONSTRUCTION

13320    Access Flooring
         SPECIAL CONSTRUCTION TOTAL

14000   CONVEYING SYSTEMS

14200    Elevators                                            204,000    I     0.961

                                                                                                       Page 16                                            8-30-05atlantaupclate
CODE     DESCRIPTION                                             Material
        CONVEYING SYSTEMS TOTAL

15000   MECHANICAL SYSTEMS

15300    Fire Protection              199,493   0.94
15310    Booster Pumps-75 hp           35,000   0.17
15400    Plumbing-discount            375,460   1.77
15500    HVAC                       1,261,362   5.96
        !MECHANICAL SYSTEMS TOTAL   1,871,315   8.84




                                                                                                   R.P. Appx. 279
                                                       Page 17              6-30-05atlantaupdate
CODE     DESCRIPTION                                                  l         QTY      l   U/M   l   Labor   l   Material   Sub Con   I   Total   I
16000   ELECTRICAL

16050    Electrical                                         843,252               3.98
16100    Site Lighting & Building Accent Lighting           131,164               0.62
        !ELECTRICAL TOTAL             --
                                                            974,416               4.60

17000   CONSULTING SERVICES

17000    Preliminary Fees                            lncl                         0.00
17100    ArchHectural Services                       lncl                         0.00
17150    Code Review                                 lncl                         0.00
17200    Structural Services                         lncl                         0.00
17300    Mechanical-Electrical-Plumbing-Sprinklers   lncl                         0.00
17400    Civil Services                              lncl                         0.00
17470    Subsurface Soil Report                      lncl                         0.00
17600    Roofing Inspections                         lncl                         0.00
17600    Rendering                                   lncl                         0.00
17900    Reimbursable&                               lncl                         0.00
        !CONSULTING SERVICES TOTAL                   ~.~o                 ---
                                                                                 _3.~71


18000    TENANT FINISH

06200    Finish Carpentry Allowance                          20,000               0.09
08200    HoHow Metal Doors & Frames                               0               0.00
08800    Glazing                                                  0               0.00
09200    Framing and Drywall                                      0               0.00
09300    Ceramic Tile                                             0               0.00
09500    Install Acoustical Tiles                                 0               0.00
09650    Resilient Flooring                                       0               0.00
09680    Carpet Allowance                                         0               0.00
09900    Painting                                                 0               0.00
10150    Computer Flooring                                        0               0.00
10990    Miscellaneous Specialties                                0               0.00
12510    Window Blinds or Drapes                                  0               0.00
15300    Fire Protection                                          0               0.00
15400    Plumbing                                                 0               0.00
15500    HVAC                                                     0               0.00
16050    Electrical                                               0               0.00
16150    Security I Fire Alarm Systems Allowance                  0               0.00
18001    Space Planning & Design                                  0               0.00
        !TENANT FINISH TOTAL                                 20,000               0.09




                                                                                                                                                                                R.P. Appx. 280
                                                                                                          Page18                                        8-30-05atlarrtaupdate
CODE           DESCRIPTION                                                  I      QTY        I    U/M   I    Labor      I           Material   I    Sub Con         I   Total        I
01000         GENERAL CONDITIONS

18010         Project Manager-discount                            71,300              0.34
18020         Field Superintendent (local wage only)             104,561              0.49
18025         Travel Expenses-discount                            21,750              0.10
18030         Drawing Reproduction & Progress Photos               9,705              0.05
18040         Field Engineering & Layout                          18,000              0.09
18060         Construction Cleaning & General Labor-discoun       66,064              0.31
18100         Equipment Rental & Small Tools                      22,395              0.11
18200         Miscellaneous G. C.'s & Safety                      19,845              0.09
18210         Winter Protection                                        0              0.00
18220         Temporary Roads                                      3,500              0.02
18240         Performance Bond                                         0              0.00
18250         Building Permit                                     37,980              0.18
18255         Builder's Risk Insurance                            14,850              0.07
18260         Quality Control & Testing                                0              0.00
18270         Temporary Utilities                                 30,875              0.15
             !GENERAL CONDITIONS TOTAL                           420,825              1.99

                                                              CONTROL              COST
                      SUMMARY                                  BUDGET             PER/SF

02000         SITE WORK                                        1,677,179               7.92
02000         EARTHWORK                                          274,450               1.30
03000         CONCRETE                                         1,906,810               9.01
04000         MASONRY                                                  0               0.00
05000         METALS                                           1,891,264               8.94
06000         WOOD & PLASTICS                                    131,176               0.62
07000         THERMAL & MOISTURE PROTECTION                      695,503               3.29
08000         DOORS & WINDOWS                                  1,264,775               5.98
09000         FINISHES                                           923,077               4.36
 10000        SPECIALTIES                                         46,770               0.22
 11000        EQUIPMENT                                            2,345               0.01
 12000        FURNISHINGS                                         58,800               0.28
 13000        SPECIAL CONSTRUCTION                               720,070               3.40
 14000        CONVEYING SYSTEMS                                  204,000               0.96
 15000        MECHANICAL SYSTEMS                               1,871,315               8.84
 16000        ELECTRICAL                                         974,416               4.60
 18000        TENANT FINISH                                       20,000               0.09
 17000        CONSULTING SERVICES                                650,450               3.07
 01000        GENERAL CONDITIONS                                 420,825               1.99
              MISCELLANEOUS                                       68,672               0.32
              OVERHEAD & PROFIT                                  552,076               2.61

             !TOTAL ESTIMATE=====>                             14,353,973   I         67.81   I




                                                                                                                                                                                                                 R.P. Appx. 281
1/21/06




      DESCRIPTION                                                               QUANTITY          UNIT       Labor             Material             Sub Con              Total



AI I #1 - Add Mud slab
          Slab-4" with Mesh                                                           52000 sf                                                                2.20          114.400


                                                                                                                     Page 19                                                              6-30-05atlantaupdata
CODE               DESCRIPTION                                                 QTY              U/M   Labor       Material   Sub Con                  Total
            Mise                                                                           LS                                  5,000.00                        5,000

                                                                                                                                                            119,400
Insurance                                                                        0.60%                                                                          716
Overhead & Profit                                                                4.00%                                                                        4,805
                                                                                                                                            ':,:: ~:': ~: ~ I:Z.4;!la ~~:
AI !#2- pBoytpE ?QGAUGE          ys   18 GAUGE MEJAI PANE! S Mf-1 & MP-2
            Metal panels                                                              1 I LS                                  (10,900.00)                   (10,900)


                                                                                                                                                            (10,900)
lnsunmce                                                                         0.60%                                                                          (65)
Overhead & Profit                                                                4.00%                                                                         1439
                                                                                                                                            :fiQ:~:~:::~::<::


                                                                           I
ALI #3- PROV!QE MEJAI fANE! 5 MP-1 & Mf-2 WJSIANDARD BlJII !OINT CQRNFRS
            Metal panels                                                   '                LS                                (14,400.00)                   (14,400)


                                                                                                                                                            (14,400)
Insurance                                                                        0.80%                                                                          (86)
Overhead & Profit                                                                4.00%                                                                         1579
                                                                                                                                             VJ;lltj.:c~: ,, ,, ~' ,,




AI !#4 -QEI FIE GEBC PANE! AT I F\{FL S 2-4 AT 2 I OCAIIQNS
            Delete GFRC                                                                     LS                                 (8,500.00)                     (8,500)
            less Framing                                                                   Ls                                    (750.00)                       (750)

                                                                                                                                                              (9,250)
Insurance                                                                        0.60%                                                                           (56)
Overhead & Profit                                                                4.00%                                                                          1372
                                                                                                                                            ::~: :::::::: :' (Sil!1:8)


At !#5 - QEI Elf ROOF SCREEN          WAI I   AND §!FE! SlJfPOB!S
         Metal panels                                                                       LS                                (50,000.00)                   (50,000)
            Strudural steel                                                                 LS                               (100,000.00)                  (100,000)
            Rough catpontry                                                                 LS                                 (1,000.00)                    (1,000)
            Roofing & flashings                                                             LS                                  2,000.00                      2,000
            Drywall Framing                                                            1   I LS                               (10,000.00)                   (10,000)
            ADD FOR NEW SCREEN WALL                                                  675   n                                      125.00                     84,375

                                                                                                                                                             (74,625)
lnsunmce                                                                         0.60%                                                                          (448)
Overhead & Profit                                                                4.00%                                                                        13,003
                                                                                                                                            :~11),:~:::::::~:::::



AI !#6- QEI FIE CORNICE CMp-1@ ROQF PFBIMEIEB
       Metal panels                                                                        LS                                (125,000.00)                  (125,000)
       Roofing & flashings                                                                  LS                                (10,000.00)                   (10,000)
            Rough carpentry                                                                 LS                                (75,000.00)                   (75,000)




                                                                                                                                                                                                     R.P. Appx. 282
                                                                                                                                                           (210,000)
Insurance                                                                        0.60%                                                                       (1,280)
Overhead & Profit                                                                4.00%                                                                       18.450'
                                                                                                                                            :VOIQ:':':':~:~:>:


                                                                           I
AI If? _ MECHANICAl 1y FAS!ENEQ ROOF sysTEM IN L lEU OF FUI I        Y APHEBEQ
            Roofing                                                                    1 ILS                                   (7,000.00)                     (7,000)


                                                                                                                                                              (7,000)
Insurance                                                                        0.80%                                                                           (42)
Overhead & Profrt                                                                4.00%                                                                          1282



                                                                                                         Page2D                                                             6-3Q...05atlantaupdate
CODE               DESCRIPTION                                                                                    Material



                                                                                   I
AI I   tfB ~ ELJBNISH 12"X12" pOCF! AIN Ill FIN liEU OF THE SpECIFIEQ            12~X24"


          Ceramic tile                                                                         1 ILS                             (12,000.00)               (12,000)

                                                                                                                                                           (12,000)
Insurance                                                                                  0.60%                                                               (72)
Overhead & Profit                                                                          4.00%                                                               (483'

                                                                                                                                               •Mlif~~~~!liei'¥tem

AI I   fQ - El OOR JOISTS IN I IE\ J OF BEANS ON I E\(FI S ? THB\ J 4

          Concrete                                                                                 LS
          Stnlclural steel                                                                          LS


Insurance                                                                                  0.60%
Ovemaad & Profit                                                                           4.00%
                                                                                                                                               ·V.OitY.· .. ·::::::::


AI Tt10- QEI FIE S!UMRI E I IQHIING IN IfiNAN! AREA§ (INC!                 CONQtJ!;r & WIRE\
          Leave construction temp. lighting in place

          Electrical                                                                               LS                            (15,000.00)               (15,000)

                                                                                                                                                           (15,000)
Insurance                                                                                  0.60%                                                               (90)
Overhead & Profit                                                                          4.00%                                                              (604'
                                                                                                                                                     •A1M~1


81 I!ll - CEI ~I~ ~~ ~BI81t:J ~II           5:t:5~tt1 Q~ ~CI II~E   l8t:JP lfi
.         Replace with tilt wall and storefront
          Foundations                                                                          1 LS                              (55,000.00)               (55,000)
          Flatwork concrete                                                                    1 LS                               (2,000.00)                (2,000)
          Ti~·wall                                                                         1,800 SF                                   10.00                 18,000
          Stnlctural stool                                                                     1 LS                              (10,000.00)               (10,000)
          Metal wall panels                                                                    1LS                               (15,000.00)               (15,000)
          Rough carpentry                                                                      1 LS                               (2,000.00)                (2,000)
          Roofing                                                                              1 LS                               (2,000.00)                (2,000)
          Curtainwall & storefront                                                             1 LS                              (85,000.00)               (85,000)
          Drywa~                                                                               1 LS                                                             .
          Painting                                                                             1 LS                                 (500.00)                   (500)
          Access flooring                                                                      1 LS                               (3,000.00)                 (3,000)

                                                                                                                                                          (156,500)
Insurance                                                                                  0.60%                                                               (939)
Ovemaad & Profit                                                                           4.00%                                                             (6,298

                                                                                                                                               :lt<JI~•••=••••••:<


AI !#12 - DE! ETE STOREFRONT SUNSHADES I EvE! S 1 AND 2




                                                                                                                                                                                               R.P. Appx. 283
          Storefront                                                                           1 ILS                             (25,000.00)               (25,000)

                                                                                                                                                           (25,000)
Insurance                                                                                  0.60%                                                              (150)
Overhead & Profit                                                                          4.00%                                                             11,006'




~w•-o•m•u•~oo~MW~'~' ~~
          Curtainwall
                                                                                   I           1 LS
                                                                                                   I I       I               I             I
                                                                                                                                 (50,000.00)
                                                                                                                                                                -I
                                                                                                                                                           (50,000)

                                                                                                                                                            (50,000)


                                                                                                         Page21                                                         6-30-0Satlanteupdate
CODE                  DESCRIPTION                                 I     QTY        I     U/M   I   Labor   I   Material   I   Sub Con                 Total
Insurance
Overhead & Profit                                                 T        0.60%1
                                                                           4.00%
                                                                                               I           T              T                                         (300)
                                                                                                                                                                  12.012
                                                                                                                                             VOID



AI !#14- DE! FIE INTERIOR GLASS@ SJA!R 2 C! EVE! S 1 2 3 & 4\
            Also delete terrazzo @ top landings
            GL7                                                                     LS                                         (25,000.00)                      (25,000)
            Drywall                                                                 LS                                           5,000.00                         5,000
            Terrazzo                                                                LS                                          (3,000.00)                       (3,000)
            Fire protection                                                         LS                                          (5,000.00)                       (5,000)

                                                                                                                                                                (28,000)
Insurance                                                                  0.60%                                                                                      (168)
Overhead & Profit                                                          4.00%                                                                                  (1.127)
                                                                                                                                             VOID.

8~   I !l §- BECi ~~~ ~I;CBEBg~I fUr::J"l:UiC QEi;~ltiGS
.           8X6 ON LEVELS 1,2&3, 20X8 ON LEVEL 4, LESS MULLIONS
            Tilt panels                                                       1 LS                                               5,000.00                     5,000
            Curtainwall & storefront                                          1 LS                                            (218,750.00)                 (218,750)
            Painting                                                          1 LS                                               5,000.00                     5,000

                                                                                                                                                           (208,750)
Insurance                                                                  0.60%                                                                             (1,253)
Overhead & Profrt                                                          4.00%                                                                                  /8400
                                                                                                                                             VOID


                                                                  I
At !#16- QEI FIE TB\JCKING fXCESS SPOilS QEF St!E ANQ I EA\/E ON §liE



            Earthwor1<--l<eep cut & stockpile   In number                 17,000 ICY                                                (5.00)                      (85,000)

                                                                                                                                                                (85,000)
Insurance                                                                  0.60%                                                                                   (510)
Overhead & Profit                                                          4.00%                                                                                 13.420
                                                                                                                                                .
                                                                                                                                             :: : : .: : : :   :; :' : ' .. :~ :
                                                                  I                I           I           I
AI !#16a- QEI fiE TB\JCKING EXCESS SPOilS CFBOM EXTRA TOPSOil ¢NQ \Jill lTV srO!I Slit E,A\/E ON S!Jf

            Earthwork-keeps excavating & stockpiling in number             3,500 ICY                                                (5.00)                      (17,500)

                                                                                                                                                                (17,500)
Insurance                                                                  0.80%                                                                                   (105)
Overhead & Profit                                                          4.00%                                                                                      (704
                                                                                                                                             :i~~:~~:Sii~>=



AI !#17- DE! FIE I FFQ CFRTIFICAI!QN REQIJ!BFMFNTS
            Design remains unchanged
            starr                                                                   LS                                         (10,000.00)                      (10,000)
            Dumpsters                                                                LS                                        (15,000.00)                      (15,000)




                                                                                                                                                                                                             R.P. Appx. 284
                                                                                                                                                                (25,000)
Insurance                                                                  0.60%                                                                                   (150)
Overhead & Profit                                                          4.00%                                                                                 11,006
                                                                                                                                             :i(QiQ::;::;:::::~:::;::




                                                                                                                                43,000.00




                                                                                                      Page22                                                                       6-3()...05atlantaupdate
                                                                   QTY            U/M   Labor

Insurance




AI !#19- AQQ liME STABiliZE BEl OW pAyiNG ANQ C! OSE BlDG SWS
            LIME WORK




Insurance
Overhead & Profrt


AI T#2D -PRDyiDE WINDOW WAI I CONSIJI JANI
            CONSULTING & WATER TESTING




Insurance
OVerhead & Profit




AI Tt21      MEpEp C!   e.ycp CQOBQINAT!QN
            MEPFP




Insurance



AI 1#22      CHANGE PANEl S TO 15' WIQE MOQIEY TOP GlASS
            TILTUP PANEL ERECTION CREDIT
            GLASS CREDIT
            PIER & PANEL ADIO PER TAS


Insurance
Overhead & Profit


AI T#23      BEMQYE SCOPE W         PROVIDE FIRE MARSHAll ACCESS
            WEIR AMOUNT




Insurance




AI 1#24 DEl ETE 2NQ PASSENGER El E\IAIOR
            ELEVATOR CREDIT
            DEDUCT DRYWALL
            LESS ELECTRIC/F.ALARM

                                                                     ':$




                                                                                                                           R.P. Appx. 285
Insurance                                                            0.60%
OVerhead & Profit                                                    4.00%




AI If25      CHANGE H\IAC TO 0/H SYSTEM
            TO CREDIT                                                        Is
            DEDUCT DRYWALL                                                   SF
                                                                              LS



Insurance



                                                                                           PaQe23   6-30-05atlantaupdata
CODE                DESCRIPTION                                          I     QTY         I   UIM   I   Labor   I       Material   I     Sub Con                            Total
                                                                                                                                                                 :~iiid:':::::=::::::::::
AI !#26 -liT!! IZE H&H §TEFI
             CREDIT FROM ENNIS (WITH PANEL ERECTION)                                   1 Is                                             {2,318,000.00)                           (2,318,000)
             Add for H&H                                                               1 LS                                              2,091,207.00                             2,091,207
             Contingency                                                               1 LS                                                 40,000.00                                40,000

                                                                                                                                                                                  {186,793)
Insurance                                                                          0.60%                                                                                            {1,121)
Overhead & Profit                                                                  4.00%                                                                                            (7 ,517i
                                                                                                                                                                     :\!i!&l: :::·.::.:·:,:::·
At If27       El FCIB!CAL \IAILJE ENGINEERING FROM QFW   p! AN
             JMEG                                                                      1 Is                                                  {60,000.00)                            {60,000)
                                                                                         SF
                                                                                       1 LS

                                                                                                                                                                                    {60,000)
Insurance                                                                          0.60%                                                                                               {360)
Overhead & Profit                                                                  4.00%                                                                                             12,414
                                                                                                                                                                     'iiiil!l~~~tl~!iip          add

AI J#?B       AQQ m PEW QR6WINGS FOR MISSING H)(AC                       I                                                                                      ,;:;::··:·:-,-:-:-: ··:·:·
Power & FA Cgnnectjgna m Ejre Smoke pamoers per M3 Q1    currentlY bejpg rftdesjgned
             JMEG-Will be raduced                                                      1 Is                                                   53,200.00                             53,200
                                                                                         SF
                                                                                       1 LS

                                                                                                                                                                                    53,200
Insurance                                                                          0.60%                                                                                               319
Overhead & Profit                                                                  4.00%                                                                                             2,141
                                                                                                                                                                     'li~~VE;::
AI !#29       AQQ I !QHIING PER NEW 11(1 /05 QOC'S NOT BECSIYED   ey C! AYCQ
I jghtjnq Schedule gmyjded to JMEG vja CpnsJmGtg[§
          JMEG                                                                         1 Is                                                  117,000.00                            117,000
                                                                                         SF
                                                                                       1 LS

                                                                                                                                                                                   117,000
lnSUfllnCO                                                                         0.60%                                                                                               702
Overhead & Profit                                                                  4.00%                                                                                              4,708
                                                                                                                                                                     ::::::::::::l~ii4~0.:

AI T#3Q -Change roof screen steel to Ga!yanjzed                                                                                                                  ·.:;:;:::,:·:: .. ' ..-_ :·::


             H&H                                                                       1 Is                                                   31,000.00                              31,000
             Painting                                                                  1 Ls                                                   (5,000.00)                             {5,000)
                                                                                       1LS

                                                                                                                                                                                    26,000
Insurance                                                                          0.60%                                                                                               156
Overhead & Profit                                                                  4.00%                                                                                             1,046
                                                                                                                                                                     ::::::::::::::Z:1'l!Ol!:
AI !#31       Caulk jntedgr sjde of wjndow frames


             Pals                                                                      1 Is                                                    11,500.00                             11,500
                                                                                       1 Ls
                                                                                       1 LS




                                                                                                                                                                                                                               R.P. Appx. 286
                                                                                                                                                                                     11,500
Insurance                                                                          0.60%                                                                                                 69
OVerhead & Profit                                                                  4.00%                                                                                                463
                                                                                                                                                                     ··.:=.'":     :J:t=iJ~~:

                                                                                                                                                                 ~;u:;~:~: ,,::;::::::~
ALT IJ1 - A ADD MUD SLAB                                                                                             ADD            r-------:1:-::2-:-4,-=92=:1:-i
ALT 12- PROVIDE 20GAUGE VS. 18 GAUGE METAL PANELS MP-1 & MP-2                                                        DEDUCT            VOID
ALT 13- PROVIDE METAL PANELS MP-1 & MP-2 WISTANDARD BUTT JOINT CORNERS                                               DEDUCT         r,V:';.O~I:;:D----1
ALTI4 -DELETE GFRC PANEL AT LEVELS 2-4 AT 2 LOCATIONS                                                                DEDUCT                    (9,678)
ALTIS - DELETE ROOF SCREEN WALL AND STEEL SUPPORTS                                                                   DEDUCT         rV.;...O"'I:':D=,---;
ALT 16 -DELETE CORNICE CMP-1 @ROOF PERIMETER                                                                         DEDUCT                VOID


                                                                                                            Page 24                                                                                    6-30-05atlantaupdllte
CODE          DESCRIPTION                                              QTY    IU/M     I  Labor   I     Material     Sub Con     I    Total   I
ALT t#7- MECHANICALLY FASTENED ROOF SYSTEM IN LIEU OF FULLY ADHERED                                DEDUCT          Either System
ALT t#8 - FURNISH 12"X12" POCELAIN TILE IN LIEU OF THE SPECIFIED 12"X24"                           DEDUCT          May use either system
ALT t#9 - FLOOR JOISTS IN LIEU OF BEANS ON LEVELS 2 THRU 4                                         DEDUCT          VOID
ALTt#10- DELETE STUMBLE LIGHTING IN TENANT AREAS (INCL. CONDUIT & WIRE)                            DEDUCT              (15&~4)
ALTt#11- DELETE CURTAIN WALL SYSTEM ON COL LINE 1 AND 16                                           DEDUCT          VOID
ALT t#12 - DELETE STOREFRONT SUNSHADES LEVELS 1 AND 2                                              DEDUCT          VOID
ALT#13- DELETE SUNSHADES AT CURTAINWALL AREAS                                                      DEDUCT          VOID
ALT t#14- DELETE INTERIOR GLASS 8 STAIR 2 (LEVELS 1, 2,3 & 4)                                      DEDUCT          VOID
ALT t#15 - REDUCE STEORFRONT PUNCHED OPENINGS                                                      DEDUCT          VOID
ALTt#16- DELETE TRUCKING EXCESS SPOILS OFF SITE AND LEAVE ON SITE                                  DEDUCT          BALANCED SITE
ALTt#16a- DELETE TRUCKING EXCESS SPOILS (FROM EXTRA TOPSOIL AND UTILITY SPOILS)/LEAVE ON 51' DEDUCT                BALANCED SITE
ALT #17- DELETE LEED CERTIFICATION REQUIREMENTS                                                    DEDUCT          void
ALTt#18- ADD GL-7 GLAZING AND DELETE 1/4" TEMPERED (Joel Berman Glass was not quoted to other GC'1 ADD                   44,988
ALTt#19- ADD LIME STABILIZE BELOW PAVING AND CLOSE BLDG SWS                                        ADD                  149,089
AL Tt#20 -PROVIDE WINDOW WALL CONSULTANT                                                           ADD                   15,694
AL Tt#21 - MEPFP CLAYCO COORDINATION                                                               ADD                   10,462
ALTt#22 -CHANGE PANELS TO 15' WIDE, MODIFY TOP GLASS                                               DEDUCT          void
ALTt#23 --REMOVE SCOPE TO PROVIDE FIRE MARSHALL ACCESS                                             DEDUCT          void
ALTt#24 -DELETE 2ND PASSENGER ELEVATOR                                                             DEDUCT          void
ALTt#25 -CHANGE HVAC TO 0/H SYSTEM                                                                 DEDUCT          void
ALTt#26 -UTILIZE H&H STEEL                                                                         DEDUCT          void
ALTt#27 -ELECTRICAL VALUE ENGINEERING FROM DFW PLAN                                                DEDUCT
ALTt#28 -ADD TO DFW DRAWINGS FOR MISSING HVAC                                                      ADD
ALTt#29 -ADD LIGHTING PER NEW 11/1/05 DOC'S NOT RECEIVED BY CLAYCO                                 ADD
AL Tt#30 -Change roof screen Steel to Galvanized                                                   ADD
AL Tt#31 -Caulk interior side of window frames                                                     ADD                  12,o32   I




                                                                                                                                                                          R.P. Appx. 287
                                                                                              Page 25                                             6-30-05atlarrtaupdate
                                                                                            Design Fee and Expense Summary                             Updated:      02/24/06
        Building     G          SF A         Est Cost per Est Cost "Shell                                                                              Design
                         ross          rea        SF          & Core'                                                       Fee Basis                                Fee Basis
        Component                                                                                                                                       Fee
                                                                                                                                /SF             %
        lnlellicenter Dallas
                                             (estimate)                        Basic Design Fee
        Building         212,000                $70        $14,B40.000         Architectural                  Forum           $1.60           2.3%      $340,000 Lump Sum

        Fee per sqft, before                    $2.95                          Consultants
        expenses budget                                                        Structural                     Alper           $0.52           0.7%      $110,000 Lump Sum
                                                                               MEP+FP                         DFW             $0.48           0.7%      $102,000 Lump Sum
                                                                               Civil                          Glenn           $0.16           0.2%       $33,000 LS Fee, less Topo, ALTA. Storm Water
                                                                               Landscape                      TBG             $0.12           0.2%       $25,000 Lump Sum
                                                                               Energy Model                   Coolshadow      $0.02           0.0%        $5.000 Hourly NTE
                                                                               Code/Life Safety               RJA             $0.01           0.0%        $3.000 Hourly NTE
                                                                               Roof Consulting                Moue            $0.01           0.0%        $3,000 Hourly NTE
                                                                               Bldg Envelope                  Heitmann        $0.02           0.0%        $3.500 Hourly NTE




                                                                                                                              $2.95           4.2%




        "Estimated" Total Expenses                        Consultant                   SD         DD                  CD       CA        Total Trips    Cost
                                                           Forum                       1           1                  1         15             18        $17,100
                                                           Alper Audi                  0           0                  0         3               3         $2.850
                                                           DFW                         0           0                  0         0               0               $0
                                                          Total Travel                 1           1                  1         18             21        $19,950


                                                           ADA Accessology                                                                                $3,000
                                                          Total Printing, Courier, etc.                                                                   $3.000
                                                          Total Expenses                                                                                 $25,950 Budget


        "Estimated" Travel Expenses (1 round trip to jobsite per person - 2 days & 1 night)                                Forum CA Phase Trips
                                                                                                                             Months            12




                                                                                                                                                                                                                 R.P. Appx. 288
                                                           Airfare                                     $500                  Punchlist          3
                                                           Rental Car                                  $125                   Total             15
                                                           Hotel                                       $150
                                                           Food                                        $100
                                                           Parking & Mileage                           $75
                                                          Total Travel Cost/person                     $950




Forum Studio, Inc.                                                                                                                                                                                      1 of 1
                      FORM OF CONSTRUCTION INDEMNITY AND
                            ASSIGNMENT AGREEMENT
                                (General Contractor)

       THIS CONSTRUCTION INDEMNITY AND ASSIGNMENT AGREEMENT, dated as
of the _ _ day of                           , from                     ,a
_ _ _ _ _ _ _ _ _ (the "Contractor") to THE PRUDENTIAL INSURANCE COMPANY
OF AMERICA, a New Jersey corporation ("Prudential"),                    a
                      ("Developer")     and                             a
                   (the "Venture").
------------------
                                          RECITALS

        A.     Prudential and Developer shall be partners in the Venture, pursuant to Acquire
Joint Venture Interest, dated                     , _ _ (the "Acquisition Agreement") and the
Amended and Restated Limited Liability Partnership Agreement of the Venture, dated
___________,                    (the "JVA"). The Venture is the owner of the Project as more
particularly described in the Acquisition Agreement. All capitalized terms used, but not defined
herein, have the meanings given to such terms in the Acquisition Agreement.

       B.     The    Venture      and     the    Contractor      have    entered    into   the
                            , dated                              (the "Construction Contract"),
----------------
whereby the Contractor agreed to construct the Improvements.

        C.     The Contractor desires to enter into this Agreement to induce: (i) Prudential to
make Prudential's Initial Contribution (as defined in the Acquisition Agreement) to the Venture;
and (ii) acquire an interest in the Venture, in the manner contemplated by the Acquisition
Agreement.

       NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Contractor hereby agrees as follows:

       1.       Guarantee. The Contractor hereby guarantees all the work performed in
connection with the construction of the Improvements and all materials furnished and installed,
or either, under the Construction Contract including all change orders thereto, to be: (i)
substantially in accordance with the Plans and Specifications attached to the Acquisition
Agreement as Exhibit B and/or modifications thereof permitted pursuant to the Acquisition
Agreement (including any and all replacements or corrections of work performed in connection
with construction of the Improvements and materials that may be required pursuant thereto); (ii)
substantially in accordance with all federal, State of           ,           County and City of
_______ laws, ordinances, statutes, rules and regulations applicable to the construction of
office buildings, including, without limitation, local building, environmental, land use and
persons with disabilities requirements, in effect on the date of this Agreement (collectively, the
"Legal Requirements"); and (iii) free from faulty, defective workmanship and materials. The
Contractor agrees to repair, correct or replace, at their own cost and expense, all of the work
performed in connection with construction of the Improvements and materials, or either, covered




 R.P. Appx. 289
under said Construction Contract, change orders, modifications or corrections pursuant thereto
that may prove not to be substantially in accordance with the Plans and Specifications (and/or
modifications thereof permitted pursuant to the Acquisition Agreement) or the Legal
Requirements or not to be free from faulty, defective workmanship and/or materials, ordinary
wear and tear excepted. The Contractor does further agree to pay the cost of repairing all
damage to other property resulting from defects in the work, performed in connection with
construction of the Improvements, and materials, or either, covered by this Agreement and to pay
the cost and expenses of replacing other property which may be damaged or disturbed in making
good any defects as provided herein.

    This Agreement shall be for a period of 1 year commencing the date of substantial
completion of the Project. This Agreement shall be for the entire work performed in connection
with construction of the Improvements except as may be extended by other guarantees specified
elsewhere in the Construction Contract or as required by applicable law, and materials under the
Construction Contract, and is in no way to be construed as invalidating guarantees for longer
periods where required by the Construction Contract. This Guarantee shall not broaden the scope
of the guarantees specified in the Construction Contract.

       All replacements and corrections to defective work performed in connection with
construction of the Improvements and materials; or either, are to be done at the convenience of
the Venture.

       The obligation of Contractor under this Agreement shall survive both final payment for
the work performed in connection with the construction of the Improvements or designated
portion thereof and termination of the Construction Contract.

        2.      Indemnification. The Contractor shall indemnify, defend and hold harmless
Prudential and the Venture, their officers, agents and employees for from and against any and all
claims and demands, just or unjust, of third persons for death, for bodily injury, for personal
injury, for property damage, direct or consequential, or for breach of contract arising or alleged
to arise out of the construction of the Improvements and for all expenses incurred by them in the
defense, settlement or satisfaction thereof except to the extent such claims and demands result
from the intentional acts of Prudential or the Venture.

        In any and all claims against Prudential or the Venture or any of their agents or
employees by any employee of the Contractor, any subcontractor, anyone directly or indirectly
employed by any of them or anyone for whose acts any of them may be liable, the
indemnification obligation under this Agreement shall not be limited in any way by any
limitation on the amount or type of damages, compensation or benefits payable by or for the
Contractor or any subcontractor under workers' or workmen's compensation acts, disability
benefit acts or other employee benefit acts.

       If so directed by Prudential or the Venture, the Contractor shall at its own expense defend
any suit based upon any such claim or demand within the scope of the foregoing indemnity with
counsel reasonably acceptable to Prudential or the Venture, as applicable (even if such suit,
claim or demand is groundless, false or fraudulent).
FINAL Clayco lndemnitvJ.DOC
BANK OF AMERICA/PRUDENTIAL
LOAN PURCHASE AGREEMENT
PAGE2
 R.P. Appx. 290
        3.      Assignment of Guarantees and Warranties. Contractor, as assignor, hereby
conditionally assigns, transfers and sets over to the Venture, as assignee, all of its right, title and
interest in and to all guarantees and warranties received by Contractor from subcontractors and
suppliers in connection with the construction of the Improvements. This assignment shall be
effective upon default by the Contractor under this Agreement or upon complete satisfaction of
the obligations of Contractor hereunder. Contractor shall not and has not taken any action or
done any thing which could limit the enforceability of such guarantees and warranties.

       4.     Governing Law. This Agreement will be governed by and construed in
accordance with the laws of the State of - - - -

       5.      No Assignment of Benefits Under this Agreement. Neither Prudential nor the
Venture may assign this Agreement or its rights under this Agreement. This Agreement shall
terminate as to both Prudential and the Venture upon any transfer by Prudential of its interest in
the Venture to other than an affiliate of Prudential.

                                        [CONTRACTOR]


                                       By:_ _ _ _ _ ___;__ _ _ _ _ __
                                       Name:
                                       Its:
                                              -----------------------




FINAL Clayco Indemnity3.DOC
BANK OF AMERICA/PRUDENTIAL
LOAN PURCHASE AGREEMENT
PAGEJ
R.P. Appx. 291
                        FORM OF ARCHITECT'S CERTIFICATE

                 [LETTERHEAD OF ARCHITECT FOR THE PROJECT]


                    [Dated no later than 5 days prior to the Closing date]


   The Prudential Insurance Company
   of America
   Prudential Real Estate Investors


       Re: _____________

   Gentlemen:

              We understand that you intend to acquire an interest in - - - - - - -
   - - - - - - - - - - - - - - - - - - - ( t h e "Venture"), which Venture
   acquired the real property in - - - - ·
   more particularly described in Exhibit A attached hereto (the "Land"), and
   constructed an office building consisting of approximately                  net
   rentable square feet, plus __ parking spaces (collectively, the "Improvements"),
   pursuant to an Agreement To Acquire Joint Venture Interest, dated
   - - - - - - - - - - - - ' 200_ (the "Commitment"). (The Land and
   Improvements shall be refened to herein collectively as the "Project".)

               We understand that the receipt by you of ce1iain written certifications
   from us is a condition precedent to your obligation to make a capital contribution to
   the Venture and to acquire an interest in the Venture. Accordingly, we hereby certify
   the following to the best of our knowledge, information and belief:

       1.      We prepared the working drawings, a true and complete copy of which is
    attached hereto as Exhibit B (the "Plans and Specifications"). The working drawings
    describe the Improvements completely and accurately.

       2.      The Project lies in a district designated                       zoning
    under the applicable zoning ordinances of t h e - - - - - - - - - - - - - -
    The Project, ifbuilt and used in conformity with the Plans and Specifications, is in
    full compliance with such zoning ordinances.

      3.        The Improvements contemplated by the Plans and Specifications are
    permitted by and in conformance with all applicable building codes and regulations
    and all other federal, state and local laws, rules and regulations relating to the
    physical aspects of improvements to land.




R.P. Appx. 292
       4.      Based on our observation of the Improvements during their construction
   and at the time all certificates of occupancy were issued, (a) the Improvements as
   actually built substantially conform to the Plans and Specifications, and comply with
   all Federal, state and local laws, rules, and regulations relating to the physical aspects
   of improvements to land, including, without limitation, those relating to zoning,
   building and fire codes, of which we have been made aware by the owner, and
   environmental laws, rules and regulations and (b) no amendment to the building
   permits were required subsequent to [_ _ ____.

     5.        The Project complies in all respects with the Americans with Disabilities
   Act and all rules, regulations and guidelines promulgated in connection therewith.

     6.       The specified materials for the Project do not contain asbestos or
   polychlorinated biphenyl (PCB) products or any other hazardous or toxic wastes or
   substances in violation of applicable environmental laws.

      7.        The Project, if built in conformity with the Plans and Specifications, is in
   substantial compliance with all conditions and requirements specifically relating to
   construction and development of the Project contained in the following documents:
   [list of Private Development Covenants].

               This letter is being delivered to you as a condition precedent to your
   making a capital contribution to the Venture and acquiring an interest in the Venture.
   We understand that you and the Venture are relying on this letter and that you or the
   Venture may pursue a claim against us in the event that you or the Venture has any
   loss or damage as a result of facts or circumstances that exist at the Project which
   make any of our certifications incorrect or inaccurate. This letter does not constitute,
   however, a guarantee of the work of the builder of the Improvements, and the builder
   and its subcontractors are solely responsible for all construction means, methods,
   techniques, sequences and procedures and compliance with the drawings,
   specifications and contract documents.

                                              Very truly yours,




                                              By__________________________
                                              Its
                                                 -------------------
    (Attachments)




R.P. Appx. 293
                           FORM OF ENGINEER'S CERTIFICATE

                   [LETTERHEAD OF PROJECT'S ON-SITE ENGINEER]


                    [Dated no later than 5 days prior to Second Closing date]



The Prudential Insurance Company
of America
Prudential Real Estate Investors



   Re: - - - - - - -

Gentlemen:

            We understand that you intend to acquire an interest i n - - - - - - - - - - -
                                     (the "Venture"), which Venture acquired the real property in _
                                                   , more pmiicularly described in Exhibit A
attached hereto (the "Land"), and constructed an office building consisting of approximately
_______ net rentable square feet, plus __ parking spaces (collectively, the
"Improvements"), pursuant to an Agreement To Acquire Joint Venture Interest, dated
_____________, 200_ (the "Commitment"). (The Land and Improvements
shall be referred to herein collectively as the "Project".)


           We understand that the receipt by you of certain written certifications from us is a
condition precedent to your obligation to make a capital contribution to the Venture and to
acquire an interest in the Venture. Accordingly, we hereby certify the following:

            1.     We are civil engineers licensed in the State of            . We provided civil
engineering design and construction observation services for the Improvements. Our
involvement has included preparing civil engineering design plans dated                       (the
"Plans"). In connection with rendering the Plans, we performed such research and made such
investigations as we deemed appropriate in our professional judgment with respect to the Plans.
Our firm provided construction observation services during site preparation and grading prior to
beginning construction of buildings. In addition, we periodically observed the contractor's
progress and procedures during the preparation of the site and full course of construction.

            2.      We hereby represent to you that, in our professional opinion, based upon our
services rendered, the Project has been designed by this office in compliance with applicable
Federal, state and local approvals and design standards relating to the site improvements for the
land.




R.P. Appx. 294
           3.      We hereby represent to you that the following utilities are connected to the
Improvements and fully operational:                                                . Such utilities
comprise all of the utilities which were designed by this office.

           4.      We have concluded that on the basis of our observations that the contractor
has completed the Project in substantial conformity with the "Plans and Specifications", attached
hereto as Exhibit B. Further, the work we observed was completed in a manner compatible with
the relevant aspects of the Land as we understood them at the time of design and in substantial
compliance with our recommendations.

             This letter is being delivered to you as a condition precedent to your making a capital
contribution to the Venture and acquiring an interest in the Venture. We understand that you and
the Venture are relying on this letter and that you or the Venture may pursue a claim against us
in the event that you or the Venture has any loss or damage as a result of facts or circumstances
that exist at the Project which make any of our certifications incorrect or inaccurate. This letter
does not constitute, however, a guarantee of the work of the builder of the Improvements.

                                          Very truly yours,




                                          By -------------------------
                                          Its _______________

(Attachments)




R.P. Appx. 295
                          CONTRACTOR'S CONSENT AND AGREEMENT


         The undersigned ("Contractor") acknowledges the assignment by Intellicenter Atlanta
Investments, LLP, a Delaware limited liability partnership ("Owner"), to Bank of America, N.A., a
national banking association, as administrative agent ("Administrative Agent") on behalf of the lenders
("Lenders") from time to time parties to the Loan Agreement (as herein defined), as additional security
for the obligations of Owner under a Construction Loan Agreement ("Loan Agreement") between Owner
(as Borrower), Administrative Agent and Lenders dated September 26, 2005, of Owner's rights (but not
Owner's obligations) under the Construction Contract and any future modifications thereof or change
orders ("Contract") between Owner and the Contractor pertaining to the pr~ject contemplated by the Loan
Agreement, such project to be located upon certain real property described on Exhibit "A" attached hereto
and made a part hereof (the "Property"). Contractor hereby consents to and agrees to be bound by such
assignment Contractor further represents and warrants to and agrees with Administrative Agent and
Lenders as follows:

        1.       The copy of the Contract attached hereto as Exhibit "B" is a true, correct and complete
copy of the Contract, the Contract has not been changed or modified, and to Contractor's knowledge, the
Contract is in full force and effect.

        2.       If Owner defaults under the Loan Agreement or certain other Loan Documents (as
defined in the Loan Agreement), Lenders may elect by a specific request in writing to (i) have Contractor
continue performance under the Contract, in which case Contractor shall thereafter perform under the
Contract pursuant to the remainder of this Paragraph 2, or (ii) have Contractor stop work on the project
and vacate the Property, in which case Contractor shall promptly do so. If Lenders elect by specific
request in writing to have Contractor continue or recommence to perform work under the Contract,
Contractor shall continue or recommence performance on Lenders' behalf under the Contract in
accordance with the terms thereof, and Contractor shall be reimbursed in accordance with the Contract for
all work, labor and materials performed or furnished at Lender's request and prior to Lender's request;
provided that, (i) with respect to reimbursement for work, labor or materials prior to Lender's request,
Contractor has notified Administrative Agent in writing of the amounts owed Contractor and (ii) Lenders
shall not be required to pay any amounts for work, labor or materials for which Lenders have already
made an advance under the Loan Agreement . Contractor will look solely to the Owner for all sums
owing under the Contract which Lenders are not required to advance pursuant to this paragraph.
Contractor's agreement to act under the Contract for Lenders will not depend upon Contractor being paid
any sums which Lenders are not required to advance hereunder nor on whether the Owner has otherwise
defaulted under the Contract. Nor will Administrative Agent or Lenders be liable for any amounts owing
Contractor if Administrative Agent (on behalf of Lenders) requests Contractor to stop work and vacate
the Property pursuant to clause (ii) above. Neither Administrative Agent nor Lenders shall be liable for
any damages Contractor may be entitled to recover from Owner or for change orders made by Contractor
and not approved by Lenders pursuant to the Loan Agreement. In the event the Contract is terminated for
any reason, Contractor shall notify Administrative Agent in writing within seven (7) days of such
tennination. After such termination, Contractor shall, at Lenders' option, enter into a new contract with
Administrative Agent (on behalf of Lenders) upon substantially the same terms as the Contract.
"Lenders" as used in this Paragraph includes Lenders' successors or assigns, any receiver in possession of
the Property, any purchaser upon foreclosure of Lenders' security, or any corporation or other nominee
formed by or on Lenders' behalf (collectively "Lenders' Successors"). This Paragraph 2 shall not affect
the rights of Lenders or Lenders' Successors upon or following a foreclosure or transfer of title to the
Property.



CONTRACTOR'S CONSENT AND AGREEMENT (lntel/icenter Atlanta Investments, LLP)                         Pagel
4049692.1

R.P. Appx. 296
        3.      If Owner defaults in making any payment or in performing any other obligation under the
Contract, Contractor shall promptly give Administrative Agent written notice thereof, specifying the
default and the steps necessary to cure same; and if Contractor learns of any default in payment due any
subcontractor or other person supplying labor or materials for the project, Contractor shall similarly
advise the Administrative Agent thereof. Contractor will not exercise any remedy available under the
Contract, at law, or in equity arising from such default by Owner until Lenders shall have had the same
opportunity to cure such default to which Owner is entitled, but at least thirty (30) days in any event, if
Lenders so elect to cure such default, and such longer period of time as may be necessary to obtain
possession of, or title to, the Property, provided that Lenders shall have no obligation to cure any Owner
default. Any curative act done by Lenders shall be as effective as if done by Owner.

         4.     Contractor shall not perform work under any change order without first securing
Administrative Agent's written consent to such change order unless: (a) the Owner has certified to
Contractor that Lenders' consent is not required for such change order; and (b) the cost of or reduction
resulting from any single change or modification does not exceed $50,000, and the aggregate amount of
all such changes and modifications does not exceed $500,000. In any such case, Contractor shall
promptly provide Administrative Agent or its construction consultant with a copy of such change order or
other modification. Administrative Agent's consent shall not constitute any assumption by Administrative
Agent or Lenders of any obligation under the Contract. In addition, Contractor will not terminate, or in
any material respect, modify or amend, the Contract without the prior written consent of Administrative
Agent, provided that Contractor may terminate the Contract because of a default by Owner thereunder to
the extent Contractor has such right in the Contract, provided Contractor has first complied with
Paragraphs 2 and 3 above.

          5.     Contractor acknowledges that the plans (the "Plans") described in the Schedule attached
hereto were prepared by an architect on Contractor's staff or engaged by Contractor to prepare such Plans
(the "Architect). Contractor represents and warrants to Administrative Agent and Lenders that such
Architect is authorized to practice architecture under the laws of the State in which the Property is located
and is familiar with the federal, state, and local laws and ordinances relevant to the construction of the
improvements (the "Improvements") described in the Plans. Architect prepared all of the Plans, or such
Plans were prepared under its supervision and direction, and Architect is responsible therefor. To the best
of Contractor's knowledge, the Plans comply with all applicable laws, including all zoning, building, and
other pertinent statutes, ordinances, rules and regulations. The Plans were prepared in accordance with
customary professional standards of architectural practice for projects similar to the Improvements. The
Plans are complete and adequate for the construction of the Improvements, and there have been no
modifications thereof except as described on the attached Schedule. The Plans have been approved by all
applicable governmental authorities. To the best of Contractor's knowledge: (a) the Improvements, if
constructed in accordance with the Plans, will fully comply with all applicable laws, statutes, ordinances,
codes, rules, regulations, decrees and orders (including but not limited to those relating to access and
facilities for handicapped persons), applicable restrictive covenants and the site plan approved by
Administrative Agent; and (b) the structural design of the Improvements, the proposed method of
construction, the foundation plan, and the materials specified by the Plans for the project are adequate and
appropriate for the contemplated Improvements and for the soil conditions of the construction site.

        6.       Contractor hereby expressly subordinates all contractual, constitutional and statutory
mechanics' and materialmen's liens to which Contractor may be or become entitled, to all liens and
security interests securing the loan contemplated by the Loan Agreement (all indebtedness of Borrower,
Administrative Agent and Lenders evidenced by the Loan Agreement and related loan documents are
referred to herein as the "Secured Indebtedness") and expressly waives any right to remove any
removable improvements from the Property. Contractor hereby expressly waives any equitable lien upon
the loan funds to which Contractor might otherwise be entitled. Contractor acknowledges and agrees that,

CONTRACTOR'S CONSENT AND AGREEMENT (Intellicenter Atlanta Investments, LLP)                            Page 2
4049692.1

R.P. Appx. 297
foreclosure of the liens and security interests securing the Joan contemplated by the Loan Agreement shall
be fully and automatically effective to cut off, terminate, and extinguish all of Contractor's liens and
claims of any kind against the Property (provided, that, such termination shall not affect any rights that
Contractor may have in any proceeds paid at any foreclosure of the Property in excess of the amount
necessary to pay the Secured Indebtedness in full). Contractor shall require all material subcontracts and
material purchase orders to contain a provision subordinating the subcontractors' and materialmen's liens
to the liens and security interests securing the Joan contemplated by the Loan Agreement and expressly
waiving the right to remove removable improvements from the Property.

        7.      As of the date hereof, Contractor has no counterclaim, right of set-off, defense or like
right against Owner or Lenders, and to the best of Contractor's knowledge and belief, the Owner is not in
default under the terms of the Contract. Contractor is not in default under the terms of the Contract.

        8.     Nothing herein shall be construed to confer any present benefits on Contractor or to
create any contractual arrangement between Contractor and Administrative Agent or Lenders or to
impose upon Administrative Agent or Lenders any duty to see to the application of the proceeds of the
Joan contemplated by the Loan Agreement or to give any notice of any type to Contractor. Contractor
acknowledges that Administrative Agent and Lenders are obligated under the Loan Agreement only to the
Owner and to no other person or entity. Contractor is executing this Contractor's Consent and Agreement
to induce Lenders to advance funds under the Loan Agreement, and Contractor understands that Lenders
would not do so but for Contractor's execution and delivery of this Contractor's Consent and Agreement.

       9.       Contractor shall provide Administrative Agent promptly in each case with (a) any
information Contractor may have regarding defects in workmanship or materials incorporated into or
provided for the project which come to Contractor's attention, (b) Contractor's estimate(s) of the stage(s)
of completion of the project, (c) any deviations or variations in construction of the pr~ject from the plans
and specifications used by Contractor, (d) any information Contractor may have regarding any defaults by
Owner, or any other contractor or subcontractor under any construction contracts, and (e) any claims of
non-payment by any person furnishing labor or material in connection with construction of the project

       I 0.     This Contractor's Consent and Agreement shall bind and benefit Contractor,
Administrative Agent, Lenders and their respective successors and assigns, including Lenders'
Successors, their successors and assigns.

         11.      Any notice for purposes of this Contractor's Consent and Agreement shall be given in
writing and shall be addressed or delivered to the respective addresses set forth below, or to such other
address as may have been previously designated by the intended recipient by notice given in accordance
with this Section and shall be delivered by personal delivery, by nationally recognized overnight courier
service, by prepaid registered or certified United States mail (retum receipt requested), or by facsimile.
The notice shall be deemed effective when the receipt is signed or when the attempted initial delivery is
refused or cannot be made because of a change of address of which the sending party has not been
notified; and if transmitted by facsimile or personal delivery, the notice shall be effective when received.
Until changed by notice given in accordance with this Section, the initial respective addresses for notices
are the following:

                 To Administrative
                 Agent and Lender:                  Bank of America, N .A.
                                                    901 Main Street, 21st Floor
                                                    Dallas, Texas 75202-3714
                                                    Attention: Real Estate Loan Administration
                                                    Fax No. 214.209.1832

CONTRACTOR'S CONSENT AND AGREEMENT (lntellicenter Atlanta Investments, LLP)                           Page3
4049692.1

R.P. Appx. 298
                To Contractor:



                                                    Attention:
                                                    Fax No.
                                                               -----------------------------
                                                             ------------------------------
        12.    The provisions of this Contractor's Consent and Agreement cannot be waived, modified
or amended unless such waiver, modification or amendment is in writing and is executed on behalf of
each of Administrative Agent and Contractor.

        13.     Prior to the date hereof, no work of any kind, including the destruction or removal of any
existing improvements, site work, clearing, grubbing, draining or fencing of the Property, has been
commenced or performed on the Property and no equipment or materials have been delivered to the
Property for any purpose whatsoever.

         14.     Neither the Contract, nor any memorandum, affidavit or notice thereof, has been recorded
by or on behalf of Contractor in the county where the Property is located or in any other county. No
affidavit of commencement of construction of any improvements, performance of labor, furnishing of
materials, or providing of specially fabricated materials in connection with the construction contemplated
by the Contract has been executed or filed by Contractor in the county where the Property is located or in
any other county. Contractor will, however, join in the execution of such an affidavit once such work has
commenced in form and substance satisfactory to Administrative Agent.

        15.     Contractor will address to Administrative Agent, naming Administrative Agent as an
additional named party or beneficiary, all certificates, statements, or representations regarding the
completion of the project or any portion thereof.

     16.   THIS CONTRACTOR'S CONSENT AND AGREEMENT AND ITS VALIDITY,
ENFORCEMENT AND INTERPRETATION, SHALL BE GOVERNED BY TEXAS LAW (WITHOUT
REGARD TO ANY CONFLICT OF LAWS PRINCIPLES) AND APPLICABLE UNITED STATES
FEDERAL LAW.




CONTRACTOR'S CONSENT AND AGREEMENT (lntellicenter Atlanta Investments, LLP)                          Page 4
4049692.1

R.P. Appx. 299
       EXECUTED this _ _ day of _ _ _ _ _ _ _ _ , 2005.

                                                        "CONTRACTOR"




                                                        By: _ _ _ _ _ _ _ _ _ _ _ _ _ __
                                                        Name:
                                                        Title:
                                                               ------------------------
                                                             -------------------------------




CONTRACTOR'S CONSENT AND AGREEMENT{lntel/icenter Atlanta Investments, LLP)            Signature Page
R.P. Appx. 300
                                                 EXHIBIT A

                                                     LAND




CONTRACTOR'S CONSENT AND AGREEMENT(Jntel/icenter Atlanta Investments, LLP)   EXHIBIT A
R.P. Appx. 301
                                                 EXHIBITB

                                                CONTRACT




CONTRACTOR'S CONSENT AND AGREEMENT(Jntellicenter Atlanta Investments, LLP)   EXHIBITB
R.P. Appx. 302
                           SCHEDULE OF PLANS AND SPECIFICATIONS




Project:---------------------------------------
Location: ______._____________________________________________

Drawing No.
&Page Nos.                                          Description




4049692v.2




CONTRACTOR'S CONSENT AND AGREEMENT(lntellicenter Atlanta Investments, LLP)   SCHEDULE
R.P. Appx. 303
                                                                                                 Lfssl-{
                                                                                                 5.9()


                                          DC-15-020 18

  FORUM STUDIO, INC. and                        §         IN THE DISTRICT COURT
  CLAYCO, INC.,                                 §
                                                §
         Plaintiffs,                            §
                                                §
  v.                                            §         OF DALLAS COUNTY, TEXAS
                                                §
  INTELLICENTER DALLAS                          §
  INVESTMENTS LLP,                              §
                                                §
         Defendants.                            §         160TH JUDICIAL DISTRICT


           ORDER ON PLAINTIFFS' APPLICATION TO STAY ARBITRATION

        On this day, the Court considered the Application to Stay Arbitration ("Application")

  filed by Plaintiffs Forum Studio, Inc. and Clayco, Inc. ("Plaintiffs"). After reviewing the

  Application, the responses and replies thereto, if any, the Court is of the opinion that the

  Application should be DENIED. It is, therefore:

        ORDERED that Plaintiffs' Application to Stay Arbitration is hereby DENIED.

         SIGNED this   _!_f_ day of ~C ~




R.P. Appx. 304
                                                                                                      '-{f;51-/
                                                                                                       589

                                           DC-15-020 18

  FORUM STUDIO, INC. and                         §           IN lHE DISTRICT COURT
  CLAYCO, INC.,                                  §
                                                 §
         Plaintiffs,                             §
                                                 §
  V.                                             §           OF DALLAS COUNTY, TEXAS
                                                 §
  INTELLICENTER DALLAS                           §
  INVESTMENTS LLP,                               §
                                                 §
         Defendants.                             §           160m JUDICIAL DISTRICT


                       ORDER DENYING PLAINTIFFS' APPLICATION FOR
                            TEMPORARY RESTRAINING ORPER

         On this day, the Court considered the Application for Temporary Restraining Order

  ("Application") filed by Plaintiffs Forum Studio, Inc. and Clayco, Inc. (''Plaintiffs"). After

  reviewing the Application, the responses and replies thereto, if any, the Court is of the opinion

  that the Application for Temporary Restraining Order should be DENIED. It is, therefore:

         ORDERED that Plaintiffs' Application for Temporary Restraining Order is hereby

  DENIED.

         SIGNED this     _!_2. day of_-==----~~ 2015.




  OROER O~~N\'ING PI.AIN1WFS' APPLICATION f'ORTEMPORARY RESTRAINING ORDER - l'11gc I



R.P. Appx. 305
                                                                                                                            FILED
                                                                                                                DALLAS COUNTY
                                                                                                             3/27/2015 5:20:56 PM
                                                                                                                    FELICIA PITRE
                                                                                                                  DISTRICT CLERK



                                                DC-15-02018

FORUM STUDIO, INC. and                                   §           IN THE DISTRICT COURT
CLAYCO, INC.,                                            §
                                                         §
        Plaintiffs,                                      §
                                                         §
v.                                                       §           OF DALLAS COUNTY, TEXAS
                                                         §
INTELLICENTER DALLAS                                     §
INVESTMENTS LLP,                                         §
                                                         §
        Defendant.                                       §           160TH JUDICIAL DISTRICT

              DEFENDANT INTELLICENTER DALLAS INVESTMENT LLP’S
                      MOTION TO COMPEL ARBITRATION

        Defendant Intellicenter Dallas Investments LLP (“Intellicenter”) files this Motion to

Compel Arbitration (the “Motion”) and would show the Court as follows:

                                         I.
                         INTRODUCTION AND FACTUAL SUMMARY

        On or about May 19, 2006, Intellicenter contracted with Plaintiff Clayco, Inc. ("Clayco")

under a Design Build contract ("Contract") for the design and construction of a 4 story

speculative office building consisting of approximately 211,637 square feet located at 3701
                                                     1
Regent Boulevard, Irving Texas ("Project"). The Contract assigned Clayco as the general

contractor and Plaintiff Forum Studio, Inc. (“FS”) as the Project’s architect. The Contract

contains an arbitration provision stating that:

                 Any Claim arising out of or related to the Contract . . . shall be
                 subject to binding arbitration. Prior to arbitration, the parties
                 shall endeavor to resolve disputes my mediation . . . Claims not
                 resolved by mediation shall be decided by binding arbitration
                 which, unless the parties mutually agree otherwise, shall be in


1
 See Standard Form Agreement Between Owner and Contract and General Conditions of the Contract for
Construction, a true and correct copy of which is attached to Intellicenter’s Amended Counterclaim as Exhibit A.

DEFENDANT INTELLICENTER DALLAS INVESTMENT LLP’S
MOTION TO COMPEL ARBITRATION
                                                                                                    Page 1 of 6

R.P. Appx. 306
                    accordance with the Construction Industry Arbitration Rules
                                                                                 2
                    of the American Arbitration Association currently in effect.

           On September 5, 2014, Intellicenter filed a demand for arbitration to recover the losses

sustained as a result of Plaintiffs’ breach of contract, breach of implied warranty, unjust
                                                                                                   3
enrichment,        deficient     design,    fraud     and/or   negligent     misrepresentation. The          Parties

subsequently submitted the claims to mediation before Judge Glen M. Ashworth. Efforts to

resolve the dispute in mediation failed. As required by the terms of the Contract, Intellicenter

began preparing for arbitration before the AAA.

           On February 20, 2015, Plaintiffs commenced this litigation with the filing of their

Original Petition requesting a stay of the arbitration proceedings and seeking affirmative relief
                                                                                4
under the Declaratory Judgment Act as well as attorneys’ fees. The Court denied Plaintiffs’
                                                  5
request for a stay on March 17, 2015. Intellicenter now moves the Court to formally remove

this matter to binding arbitration. The Parties’ claims are indisputably related to the terms and

obligations of the Contract and are, therefore, clearly subject to arbitration. Because all issues

before the Court are properly subject to arbitration, the Court should grant this Motion and stay

the current matter pending those proceedings. This Motion is filed to enforce the Court’s March

17, 2015 Order denying Plaintiffs’ application to stay arbitration.




2
    See Exhibit A, at 4.6.1-2 (emphasis added).
3
 See Intellicenter’s Demand for Arbitration, a true and correct copy of which is attached to Defendant’s Response to
Plaintiffs’ Application to Stay Arbitration as Exhibit B.
4
 See Plaintiff’s Original Petition, at ¶¶ 26-35; Plaintiffs sought this same relief as well as a temporary restraining
order against the American Arbitration Association in their First Amended Original Petition, ¶¶ 39 - 49.
5
 See March 17, 2015 Order Denying Plaintiffs’ Application to Stay Arbitration.
DEFENDANT INTELLICENTER DALLAS INVESTMENT LLP’S
MOTION TO COMPEL ARBITRATION
                                                                                                          Page 2 of 6

R.P. Appx. 307
                                               II.
                                  MOTION TO COMPEL ARBITRATION

           Both Texas and federal courts have long shown favor toward the enforcement of
                              6
arbitration agreements.           Because state and federal policies continue to favor arbitration, a
                                                                 7
presumption exists favoring agreements to arbitrate. In light of these strong state and federal

policies, Texas and federal courts agree that any written agreement to submit a dispute to

arbitration should be liberally construed, and any doubt as to the arbitrability – whether

construction of the contract or any defense to arbitrability – should be resolved in favor of
               8
arbitration.

           For the court to compel arbitration, the moving party must show the claims at issue: (1)
                                                                                                              9
are subject to a valid arbitration agreement; and (2) fall within the scope of the agreement. The
                                                                                                     10
court must resolve any doubts about an agreement to arbitrate in favor of arbitration.                    Once the

court determines the claims fall within the arbitration agreement, the trial court must compel
                                                  11
arbitration and stay its own proceedings.




6
  See Southland Corp. v. Keating, 465 U.S. 1, 10 (1984); Jack B. Anglin Co., Inc. v. Tipps, 842 S.W.2d 266, 268
(Tex. 1992).
7
  United Offshore Company v. Southern Deepwater Pipeline Co., 899 F.2d 405, 408 (5th Cir.1990); Colt
Unconventional Resources, LLC v. Resolute Energy Corp., CA No. 3:13–CV–1324–K, 2013 WL 3789896, 3 (N.D.
Tex. July 19, 2013); In re First Merit Bank, N.A., 52 S.W.3d 749, 753 (Tex. 2001).
8
 See Moses H. Cone Mem’l Hosp. v. Mercury Const. Corp., 460 U.S. 1, 24 (1983); Rojas v. TK Commc’ns, Inc., 87
F.3d 745, 749 (5th Cir. 1996); Austin Mun. Sec., Inc. v. Nat’l. Ass’n of Sec. Dealers, Inc., 757 F.2d 676, 696 (5th
Cir. 1985); Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 626 (1985).
9
 American Heritage v. Lang, 321 F.3d 533, 537 (5th Cir. 2003); Webb v. Investacorp, 89 F.3d 252, 257 (5th Cir.
1996).
10
 Fedmet Corp. v. M/V Buyalyk, 194 F.3d 674 (5th Cir. 1999). Colt Unconventional Resources, LLC v. Resolute
Energy Corp., CA No. 3:13–CV–1324–K, 2013 WL 3789896, 3 (N.D. Tex. July 19, 2013).
11
     Alford v. Dean Witter Reynolds, Inc., 975 F.2d 1161, 1164 (5th Cir.1992).

DEFENDANT INTELLICENTER DALLAS INVESTMENT LLP’S
MOTION TO COMPEL ARBITRATION
                                                                                                          Page 3 of 6

R.P. Appx. 308
           In rejecting Plaintiffs’ Application to Stay Arbitration, this Court determined that a valid
                                                                                                         12
arbitration agreement exists and that the Parties’ claims fall within its scope.                              An order

compelling arbitration is now required. Under the very statute Plaintiffs invoked, “[i]f the Court
                                                                                                    13
finds for the party opposing the stay, the court shall order the parties to arbitrate.”                  To formally

enforce this Court’s prior Order, the Court should grant this Motion and stay the instant matter

pending arbitration.

                                               III.
                                      CONCLUSION AND PRAYER

           WHEREFORE, PREMISES CONSIDERED, Defendant Intellicenter Dallas Investments

LLP requests that the Court grant this Motion to Compel Arbitration and award all relief, in law

and in equity, to which it may show itself justly entitled.




12
   See March 17, 2015 Order Denying Plaintiffs’ Application to Stay Arbitration. As it did in its Response to
Plaintiffs’ Application to Stay Arbitration, Intellicenter notes that FS does not seek to avoid arbitration as a “non-
signatory” to the Contract. But even had FS asserted this defense, it would ultimately fail. Non-signatories to a
contract containing an arbitration clause may be required to arbitrate under principles of equity. See In re Labatt
Food Serv., L.P., 279 S.W.3d 640, 644 (Tex. 2009); see also In re Weekley Homes, L.P., 180 S.W.3d 127, 131 (Tex.
2005). To that end, Texas courts recognize the doctrine of direct benefits estoppel. “Under the doctrine of ‘direct
benefits equitable estoppel,’ a person who has not agreed to arbitrate may nevertheless be compelled to do so when
the person seeks to derive a direct benefit from the contract containing the arbitration provision.” In re Morgan
Stanley & Co., Inc., 293 S.W.3d 182 (Tex. 2009). Direct benefits equitable estoppel also applies to a non-signatory
who sues on a contract containing an arbitration clause. Id. Here, there can be no dispute that FS received direct,
financial benefits from the Contract—the same agreement on which it has filed suit. As a result, claims arising out
of or related to the services FS rendered are properly subject to binding arbitration.
13
     TEX. CIV. PRAC. & REM. CODE ANN. § 171.023(c) (emphasis added).

DEFENDANT INTELLICENTER DALLAS INVESTMENT LLP’S
MOTION TO COMPEL ARBITRATION
                                                                                                              Page 4 of 6

R.P. Appx. 309
                                                     Respectfully submitted,

                                                     MUNSCH HARDT KOPF & HARR, P.C.


                                                     /s/ Greg Noschese
                                                     Greg C. Noschese
                                                     State Bar No. 00797164
                                                     John Devin Wagner
                                                     State Bar No. 24090451
                                                     500 North Akard Street, Suite 3800
                                                     Dallas, Texas 75201-6659
                                                     (214)855-7500 (Telephone)
                                                     (214)855-7584 (Facsimile)
                                                     gnoschese@munsch.com
                                                     dwagner@munsch.com

                                                     ATTORNEYS FOR DEFENDANT
                                                     INTELLICENTER DALLAS
                                                     INVESTMENTS LLP


                             CERTIFICATE OF CONFERENCE

         I hereby certify that on March 27, 2015, the undersigned conferred with counsel for
Plaintiffs in an attempt to resolve the issues discussed herein. Those efforts failed, necessitating
the filing of this Motion.

                                                             /s/ Greg C. Noschese
                                                             Greg C. Noschese




DEFENDANT INTELLICENTER DALLAS INVESTMENT LLP’S
MOTION TO COMPEL ARBITRATION
                                                                                          Page 5 of 6

R.P. Appx. 310
                              CERTIFICATE OF SERVICE

       I hereby certify that on this 27th day of March, 2015, a true and correct copy of the
foregoing instrument was served on the following by Eserve:

                                    Kenneth B. Chaiken
                                CHAIKEN & CHAIKEN, PC
                              5801 Tennyson Pkwy, Suite 440
                                     Plano, TX 75024
                                       (214)265-0250
                                    (214)265-1537 (fax)
                             Email: kchaiken@chaikenlaw.com

                                     R. Thomas Avery
                            BLITZ, BARDGETT & DEUTSCH, LC
                           120 South Central Avenue, Suite 1650
                                St. Louis, Missouri 63105
                                      (314)863-1500
                                   (314)863-1877 (Fax)
                                Email: rtavery@bbdle.com

                                                        /s/ Greg C. Noschese
                                                        Greg C. Noschese




DEFENDANT INTELLICENTER DALLAS INVESTMENT LLP’S
MOTION TO COMPEL ARBITRATION
                                                                                  Page 6 of 6

R.P.   Appx. 311
 6025276v.1
                                                                                                                  FILED
                                                                                                      DALLAS COUNTY
                                                                                                   3/16/2015 4:37:05 PM
                                                                                                          FELICIA PITRE
                                                                                                        DISTRICT CLERK



                                               DC-15-02018

FORUM STUDIO, INC. and                                §               IN THE DISTRICT COURT
CLAYCO, INC.,                                         §
                                                      §
            Plaintiffs,                               §
                                                      §
v.                                                    §               OF DALLAS COUNTY, TEXAS
                                                      §
INTELLICENTER DALLAS                                  §
INVESTMENTS LLP,                                      §
                                                      §
            Defendants.                               §               160TH JUDICIAL DISTRICT

      DEFENDANT INTELLICENTER DALLAS INVESTMENTS LLP's RESPONSE TO
              PLAINTIFF’S APPLICATION TO STAY ARBITRATION

            Defendant Intellicenter Dallas Investments LLP (“Intellicenter”) files its Response to

Plaintiffs’ Application to Stay Arbitration. In support thereof, Intellicenter would respectfully

show as follows:

                                          I.
                          FACTUAL BACKGROUND AND INTRODUCTION

            On or about May 19, 2006, Intellicenter contracted with Plaintiff Clayco, Inc. ("Clayco")

under a Design Build contract ("Contract") for the design and construction of a 4 story

speculative office building consisting of approximately 211,637 square feet located at 3701

Regent Boulevard, Irving Texas ("Project"). 1 The Contract assigned Clayco as the general

contractor and Plaintiff Forum Studio, Inc. (“FS”) as the Project’s architect. Clayco and FS are

collectively referred to as “Plaintiffs”. 2




1
 See Standard Form Agreement Between Owner and Contract and General Conditions of the Contract for
Construction, a true and correct copy of which is attached hereto as Exhibit A.
2
    See id. at 1.

Defendant's Response to Plaintiffs' Application to Stay Arbitration                       Page 1 of 12




R.P. Appx. 312                                                                                      1
            Pursuant to Section 4.6.1 of the Contract, the Parties agreed that "[a]ny Claim arising out

of related to the Contract . . . shall be subject to binding arbitration.” The clause further provides

that “[p]rior to arbitration, the parties shall endeavor to resolve disputes by mediation.” Section

4.6.2 of the Contract instructs that “[c]laims not resolved in mediation shall be decided by

binding arbitration which, unless the parties mutually agree otherwise, shall be in accordance

with the Construction Industry Arbitration Rules of the American Arbitration Association.”

            On or about September 5, 2014, Intellicenter filed a demand for arbitration to recover the

losses sustained as a result of Plaintiffs’ breach of contract, breach of implied warranty, unjust

enrichment, deficient             design, fraud and/or negligent               misrepresentation. 3 The Parties

subsequently submitted the claims to mediation before Judge Glen M. Ashworth. Efforts to

resolve the dispute in mediation failed. As expressly stipulated by the terms of the Contract,

Intellicenter began preparing for arbitration before the AAA.

            On February 20, 2015, Plaintiffs filed their Original Petition requesting a stay of the

arbitration proceedings and related Motion for Dismiss and Request for Declaratory

Judgment. 4 Arguing that Intellicenter failed to satisfy “a condition precedent” to its right to

arbitrate, Plaintiffs contend the right has been waived. 5 Intellicenter filed its answer and

counterclaims on March 2, 2015.

            Intellicenter now files this Response to Plaintiffs’ Application to Stay the Arbitration

Case (“Response”). The plain terms of the Contract and binding precedent instruct that the

arbitrability of this dispute be decided solely by the AAA. And Plaintiffs’ grounds for avoiding


3
    See Intellicenter’s Demand for Arbitration, a true and correct copy of which is attached hereto as Exhibit B.
4
    See Plaintiff’s Original Petition, at ¶¶ 26-35.
5
    Id. at ¶ 27.

Defendant's Response to Plaintiffs' Application to Stay Arbitration                                        Page 2 of 12




R.P. Appx. 313                                                                                                       2
arbitration merely demonstrate why it is required. This Court should refuse to disturb the

Parties’ agreement and deny the application to stay arbitration.

                                               II.
                                    ARGUMENT AND AUTHORITIES

1.         THE ARBITRABILITY OF THIS DISPUTE IS A MATTER RESERVED FOR THE AAA.

           “An arbitrator's jurisdiction is defined by the parties' contract.” 6 The arbitrator has the

power to decide what matters are arbitrable where the arbitration clause “clearly and

unmistakably” gives that power to the arbitrator. 7 Here, the Parties “clearly and unmistakably”

gave that power to the AAA.

           The Contract’s arbitration clause is broad, covering “[a]ny claim arising out of or related

to the Contract.” 8 Federal and state courts agree that the broader the arbitration clause, the

stronger the presumption of arbitrability. 9 In addition, “the express incorporation of rules that

empower the arbitrator to determine arbitrability—such as the AAA Commercial Arbitration

Rules—has been held to be clear and unmistakable evidence of the parties' intent to allow the

arbitrator to decide such issues.” 10 The Parties elected to pursue arbitration “in accordance with



6
 Am. Realty Trust, Inc. v. JDN Real Estate- McKinney, L.P., 74 S.W.3d 527, 531 (Tex. App.—Dallas 2002, pet.
denied).
7
    Howsam v. Dean Witter Reynolds, 537 U.S. 79, 83 (2002).
8
 See Exhibit A, at 4.6.1; see also Ascendant Anesthesia PLLC v. Abazi, 348 S.W.3d 454, 461 (Tex. App.—Dallas
2011, no pet.) (noting arbitration provision that assigns “any controvery, dispute, or claim” to arbitration is
construed broadly and in favor of arbitration); 950 Corbindale, L.P. v. Kotts Capital Holdings Ltd. P'ship, 316
S.W.3d 191, 195–96 (Tex.App.—Houston [14th Dist.] 2010, no pet.) (“presumption of arbitrability is particularly
applicable when the clause is broad; that is, it provides for arbitration of ‘any dispute arising between the parties'”).
9
    See, e.g., AT&T Technologies, Inc. v. Communications Workers of America, 475 U.S. 643, 650 (1986).
10
  Schlumberger Tech. Corp. v. Baker Hughes Inc., 355 S.W.3d 791, 802 (Tex. App.—Houston [1st Dist.] 2011, no
pet.); see also Qualcomm Inc. v. Nokia Corp., 466 F.3d 1366, 1372–73 (Fed. Cir. 2006) (concluding that
agreement's incorporation of AAA rules clearly and unmistakably showed parties' intent to delegate issue of
determining arbitrability to arbitrator); Terminix Int'l Co., LP v. Palmer Ranch Ltd. P'ship, 432 F.3d 1327, 1332–33
(11th Cir. 2005) (holding that by incorporating AAA Rules into arbitration agreement, parties clearly and
Defendant's Response to Plaintiffs' Application to Stay Arbitration                                      Page 3 of 12




R.P. Appx. 314                                                                                                        3
the Construction Industry Arbitration Rules of the American Arbitration Association.”

(“CIARAAA”). 11 The CIARAAA recognize the arbitrator’s authority “to rule on his or her own

jurisdiction, including any objections with respect to the existence, scope or validity of the

arbitration agreement.” 12 Thus, the breadth of the arbitration clause and specific language of the

applicable rules mandate that issues of arbitrability remain with the AAA. Plaintiffs’ application

to stay the proceedings should thus be denied.

2.         THE ARBITRATION CLAUSE COVERS THE PARTIES’ DISPUTE.

           Alternatively, if the Court finds it may properly decide arbitrability, the arbitration clause

subsumes the Parties’ dispute. Both Texas and federal courts have long shown favor toward the
                                                 13
enforcement of arbitration agreements.                Because state and federal policies continue to favor
                                                                                  14
arbitration, a presumption exists favoring agreements to arbitrate.                    In light of these strong state

and federal policies, Texas and federal courts agree that any written agreement to submit a

dispute to arbitration should be liberally construed, and any doubt as to the arbitrability –




unmistakably agreed that arbitrator should decide whether arbitration clause was valid); Contec Corp. v. Remote
Solution, Co., 398 F.3d 205, 208 (2d Cir. 2005) (“[W]hen ... parties explicitly incorporate rules that empower an
arbitrator to decide issues of arbitrability, the incorporation serves as clear and unmistakable evidence of the parties'
intent to delegate such issues to an arbitrator.”); Citifinancial, Inc. v. Newton, 359 F.Supp.2d 545, 549–52 (S.D.
Miss. 2005) (holding that by agreeing to be bound by procedural rules of AAA, including rule giving arbitrator
power to rule on his or her own jurisdiction, defendant agreed to arbitrate questions of jurisdiction before arbitrator);
Sleeper Farms v. Agway, Inc., 211 F.Supp.2d 197, 200 (D. Me. 2002) (holding arbitration clause stating that
arbitration shall proceed according to rules of AAA provides clear and unmistakable delegation of scope-
determining authority to arbitrator).
11
     Exhibit A, at 4.6.2.
12
     CIARAAA R-9(a).
13
  See Southland Corp. v. Keating, 465 U.S. 1, 10 (1984); see also Jack B. Anglin Co., Inc. v. Tipps, 842 S.W.2d
266, 268 (Tex. 1992).
14
  United Offshore Company v. Southern Deepwater Pipeline Co., 899 F.2d 405, 408 (5th Cir. 1990); Colt
Unconventional Resources, LLC v. Resolute Energy Corp., CA No. 3:13–CV–1324–K, 2013 WL 3789896, 3 (N.D.
Tex. July 19, 2013); In re First Merit Bank, N.A., 52 S.W.3d 749, 753 (Tex. 2001).
Defendant's Response to Plaintiffs' Application to Stay Arbitration                                        Page 4 of 12




R.P. Appx. 315                                                                                                        4
whether construction of the contract or any defense to arbitrability – should be resolved in favor
                    15
of arbitration.

            Generally, if the facts alleged “touch matters,” have a “significant relationship” to, are

“inextricably enmeshed” with, or are “factually intertwined” with the contract that is subject to

the arbitration agreement, the matter is arbitrable. 16 However, if the facts alleged are completely

independent of the contract, and the claim could be maintained without reference to the contract,

the claim is not subject to arbitration. 17 The Federal Arbitration Act strongly favors arbitration

and, as discussed above, any doubts as to whether a claim falls within the scope of an arbitration

agreement must be resolved in favor of arbitration. 18 Thus, Plaintiffs’ application to stay

arbitration should be denied “unless it can be said with positive assurance that the arbitration

clause is not susceptible to an interpretation which would cover the dispute at issue.” 19

            The live pleadings clearly demonstrate the inextricably enmeshed nature of the terms of

the Contract and the allegations at play. Plaintiffs’ Original Petition concerns conditions to

invoking the arbitration clause and the “contractual accrual date” of Intellicenter’s claims and

causes of action. 20 Similarly, Intellicenter’s allegations turn on whether Plaintiffs designed and

constructed the Project in accordance with their contractual obligations. It is self-evident that an

adjudicator cannot resolve these disputes “without reference to the contract,” as each are


15
  See Moses H. Cone Mem’l Hosp. v. Mercury Const. Corp., 460 U.S. 1, 24 (1983); Rojas v. TK Commc’ns, Inc., 87
F.3d 745, 749 (5th Cir. 1996); Austin Mun. Sec., Inc. v. Nat’l. Ass’n of Sec. Dealers, Inc., 757 F.2d 676, 696 (5th
Cir. 1985); Mitsubishi Motors Corp. v. Soler Chrysler-Plymouth, Inc., 473 U.S. 614, 626 (1985).
16
     Pennzoil Co. v. Arnold Oil Co., Inc., 30 S.W.3d 494, 498 (Tex. App.—San Antonio 2000, no pet.).
17
     Id. (citing Fridl v. Cook, 908 S.W.2d 507, 511 (Tex. App.—El Paso 1995, writ dism'd w.o.j.) (emphasis added).
18
     Id.
19
 Id. (internal quotation and citations omitted); see also, AT & T Technologies, Inc. v. Communications Workers of
Am., 475 U.S. 643, 650 (1986).
20
     See Plaintiffs’ Original Petition, at ¶¶ 24, 27.

Defendant's Response to Plaintiffs' Application to Stay Arbitration                                     Page 5 of 12




R.P. Appx. 316                                                                                                       5
factually intertwined with the very terms to which the Parties agreed. Because the allegations

and Contract cannot be divorced, this Court cannot “with positive assurance” determine that

arbitration should be stayed. Accordingly, Plaintiffs’ application to stay the proceedings should

be denied. 21

3.          PLAINTIFFS’ POSITION MERELY PROVES WHY ARBITRATION IS REQUIRED.

            Plaintiffs aver that Intellicenter’s compliance with Section 150.002 of the Texas Civil

Practices & Remedies Code represents a “condition precedent” to Intellicenter’s right to

arbitration. 22 Plaintiffs argue Intellicenter “waive[d]” that right because the “condition precedent

cannot be satisfied.” 23 The argument is unavailing, misguided and simply self-defeating.

            Unlike issues of substantive arbitrability, “[p]rocedural arbitrability is the province of the

arbitrator.” 24 Procedural arbitrability entails “[i]ssues of notice, time limits, laches, and

estoppel,” or “generally any issue requiring the adjudicator to decide if a party has satisfied the

prerequisites” of a right to arbitration. 25 “[W]hether the issue is described as being a failure to



21
   Intellicenter notes that FS does not seek to avoid arbitration as a “non-signatory” to the Contract. That issue is
thus not properly before the Court. But even if FS had asserted this defense, it would ultimately fail. Non-
signatories to a contract containing an arbitration clause may be required to arbitrate under principles of equity. See
In re Labatt Food Serv., L.P., 279 S.W.3d 640, 644 (Tex. 2009); see also In re Weekley Homes, L.P., 180 S.W.3d
127, 131 (Tex. 2005). To that end, Texas courts recognize the doctrine of direct benefits estoppel. “Under the
doctrine of ‘direct benefits equitable estoppel,’ a person who has not agreed to arbitrate may nevertheless be
compelled to do so when the person seeks to derive a direct benefit from the contract containing the arbitration
provision.” In re Morgan Stanley & Co., Inc., 293 S.W.3d 182 (Tex. 2009). Direct benefits equitable estoppel also
applies to a nonsignatory who sues on a contract containing an arbitration clause. Id. Here, there can be no dispute
that FS received direct, financial benefits from the Contract—the same agreement on which it has filed suit. As a
result, claims arising out of related to the services FS rendered are properly subject to binding arbitration.
22
     Plaintiff’s Original Petition, at ¶ 27.
23
     Id.
24
  In re Global Const. Co., L.L.C., 166 S.W.3d 795, 798 (Tex. App.—Houston [14th Dist.] 2005, no pet.) (citing
Howsam, 537 U.S. at 84-85).
25
     Id.

Defendant's Response to Plaintiffs' Application to Stay Arbitration                                       Page 6 of 12




R.P. Appx. 317                                                                                                       6
meet a condition precedent or is described as waiver . . . each one presents an issue of

procedural arbitrability.” 26

           Here, Plaintiffs seek to quash arbitration with defenses that are decidedly

procedural. 27 But Plaintiffs’ position only demonstrates why arbitration is required. Plaintiffs

simply cannot avoid the well-established precept that “[t]rial court[s] [are] not authorized to

address questions of procedural arbitrability such as the satisfaction of conditions precedent to a

right of arbitration.” 28 Intellicenter is unaware of any authority removing the “condition

precedent” claimed here from the gamut of the rule. And given that “any doubts concerning the

scope of arbitrable issues should be resolved in favor of arbitration[,]” a strained analysis is not

required. 29 Because Plaintiffs’ challenges to arbitration are admittedly procedural, their request

to stay the proceedings should be denied.

4.         INTELLICENTER SATISFIED THE MUTUALLY AGREED CONDITIONS TO ARBITRATION.

           Even if the Court could decide issues of procedural arbitrability—which it cannot—

Intellicenter has satisfied all conditions for arbitrating this dispute. Section 4.6.1 of the Contract



26
   Id. (emphasis added); see also Grand Homes 96, L.P. v. Loudermilk, 208 S.W.3d 696, 703 (Tex. App.—Fort
Worth 2006, pet. denied) (noting Texas courts hold that “matters of waiver and delay in requesting arbitration
should be presented to the arbitrator for resolution”); In re Weekley Homes, 985 S.W.2d 111, 114 (Tex. App.—San
Antonio 1998, no pet.) (holding plaintiffs’ “contention that [defendant’s] failure to perform a condition precedent
released them from the arbitration provision is a procedural question the arbitrator should address”); City of Lubbock
v. Hancock, 940 S.W.2d 123, 127 (Tex. App.—Amarillo 1996, no writ) (noting Section 171 of the Texas Civil
Practices & Remedies Code “does not require or authorize a court to address questions of procedural arbitrability
such as the satisfaction of conditions precedent to a right of arbitration”).
27
     See Howsam, 537 U.S. at 84-85.
28
  In re Gardner Zemke Co., 978 S.W.2d 624, 627 (Tex. App.—El Paso 1998, no pet.); see also John Wiley & Sons,
Inc. v. Livingston, 376 U.S. 543, 557 (1964) (holding that an arbitrator should decide whether the first two steps of a
grievance procedure were completed, where these steps are prerequisites to arbitration).
29
  Moses H. Cone Mem. Hosp. v. Mercury Const. Corp., 460 U.S. 1, 24-25 (1983); In re FirstMerit Bank, N.A., 52
S.W.3d 749, 753 (Tex. 2001) (“courts must resolve any doubts about an arbitration agreement's scope in favor of
arbitration”).

Defendant's Response to Plaintiffs' Application to Stay Arbitration                                       Page 7 of 12




R.P. Appx. 318                                                                                                       7
provides that “[p]rior to arbitration, the parties shall endeavor to resolve disputes by

mediation . . .” The Parties completed that endeavor but resolution failed. As for any remaining

prerequisites, the Parties expressly agreed that:

                     Claims not resolved by mediation shall be decided by binding
                     arbitration which, unless the parties mutually agree otherwise,
                     shall be in accordance with the Construction Industry Rules of
                     the American Arbitration Association currently in effect. The
                     demand for arbitration shall be filed in writing with the other party
                     to the Contract and with American Arbitration Association.“ 30

           The CIARAAA set forth the requirements to initiate a demand for arbitration. 31 Plaintiffs

do not contest Intellicenter’s compliance with these rules, and the Parties have not agreed to any

further or additional conditions to arbitration. 32 Thus, Plaintiffs’ procedural arbitrability

arguments—had they been properly raised—still ultimately fail.

5.         SECTION 150.002 HAS NO BEARING ON THIS CASE.

           A.        Section 150.002 Does Not Apply to the Pending Arbitration.

           While Intellicenter maintains that only the AAA may adjudicate this dispute, it offers a

glimpse of why Plaintiffs’ reliance on section 150.002 is misplaced. The plain language of the

statute reveals it does not apply to the Parties’ pending arbitration. The statute’s certificate of

30
     Exhibit A, at 4.6.2 (emphasis added).
31
     Those prerequisites are found in CIAAA R-4:
       (i) The initiating party (“the claimant”) shall, within the time period, if any, specified in the contract(s), file
             with the AAA a demand for arbitration, the administrative filing fee, and a copy of the applicable
             arbitration agreement from the parties’ contract which provides for arbitration. Filing may be accomplished
             through use of AAA WebFile, located at www.adr.org, or by filing the demand with any AAA office.
       (ii) The claimant shall simultaneously provide a copy of the demand and the applicable arbitration agreement
             to the opposing party (“the respondent”).
       (iii) The demand shall include:
             (a) The name of each party;
             (b) The address for each party, including, if known, telephone and fax numbers and email addresses;
             (c) If applicable, the names, addresses, telephone and fax numbers and, if known, email address of the
             known representative for each party;
             (d) A statement setting forth the nature of the claim including the relief sought and the amount involved;
             (e) The locale requested, if the arbitration agreement does not specify one.

Defendant's Response to Plaintiffs' Application to Stay Arbitration                                          Page 8 of 12




R.P. Appx. 319                                                                                                         8
merit requirements apply only to a “plaintiff.” 33 But Intellicenter is not a “plaintiff” by

definition; Intellicenter is a “claimant” in an arbitration proceeding. 34 Likewise, the statute only

applies to “complaints.” 35 Intellicenter did not file a “complaint,” but rather a “demand for

arbitration.” 36

           If “plaintiff” was intended to include “claimant,” as Plaintiffs may ultimately contend, the

Texas Legislature would not consider amending the statute to change “plaintiff” to

“claimant.” But that is exactly what the Texas Legislature is currently considering. 37 Simply

put, Intellicenter is not a “plaintiff,” it did not file a “complaint” and the statute’s procedural

requirements do not apply. To hold otherwise ignores that courts are bound to interpret a statute

in accordance with “the plain meaning of the provision's words and terms.” 38

           B.         Section 150.002 Does Not Apply to Plaintiffs.

           Nor do Plaintiffs qualify for the shelter they seek. The statute’s certificate of merit

requirements apply only in actions “arising out of the provision of professional services by a

licensed or registered professional.” 39 Because neither FS nor Clayco satisfy the statutory

definition of “licensed or registered professional,” section 150.002 has no bearing on this case.




33
     Tex. Civ. Prac. & Rem. Code Ann. § 150.002(a).
34
     See Exhibit B.
35
     Tex. Civ. Prac. & Rem. Code Ann § 150.002(a).
36
     See Exhibit B.
37
     2015 Tex. H.B. 1353, 84th Leg., R.S. (2015).
38
     Fitzgerald v. Advanced Spine Fixation Sys., Inc., 996 S.W.2d 864, 865 (Tex. 1999).
39
     Tex. Civ. Prac. & Rem. Code Ann. § 150.002(a) (emphasis added).

Defendant's Response to Plaintiffs' Application to Stay Arbitration                         Page 9 of 12




R.P. Appx. 320                                                                                        9
           Texas Civil Practices & Remedies Code 150.001(1-a) defines “licensed or registered

professional as a licensed architect, licensed professional engineer …or any firm in which such

licensed or registered professional practices . . . .” The express terms of the Contract recognize

that “[Clayco] is not a licensed architect or engineer[,]” 40 and Hans Hecker, FS’s principal and

the individual who signed the Architect’s Certificate, 41 is not licensed by the Texas Board of

Architectural Examiners. 42 The statute plainly provides that a firm qualifies as a “licensed or

registered professional” only if its practicing architect does. 43 Because Hecker does not satisfy

the statutory definition of licensed or registered professional, neither does FS. Plaintiffs’

procedural posturing is fatally flawed, and their application to stay arbitration should be denied.

                                              III.
                                     CONCLUSION AND PRAYER

           For these reasons, Defendant Intellicenter Dallas Investments LLP respectfully requests

that the Court deny Plaintiffs’ Application to Stay the Arbitration Case and further requests any

such additional or other relief to which it may show itself justly entitled, whether in law or in

equity.




40
     See Exhibit A, at Article 3.
41
 See Architect’s Certificate executed by Hans Hecker as principal of Forum Studio, Inc., a true and correct copy of
which is attached hereto as Exhibit C.
42
  Intellicenter  requests    the     Court   take    judicial   notice   of    Hecker’s    status   by    visiting:
http://www.tbae.state.tx.us/publicinformation/finddesignprofessional.
43
 See id. § 150.001(1-a).
Defendant's Response to Plaintiffs' Application to Stay Arbitration                                  Page 10 of 12




R.P. Appx. 321                                                                                                 10
                                                           Respectfully submitted,

                                                           MUNSCH HARDT KOPF & HARR, P.C.


                                                           /s/ Greg Noschese
                                                           Greg C. Noschese
                                                           State Bar No. 00797164
                                                           John Devin Wagner
                                                           State Bar No. 24090451
                                                           500 North Akard Street, Suite 3800
                                                           Dallas, Texas 75201-6659
                                                           (214)855-7500 (Telephone)
                                                           (214)855-7584 (Facsimile)
                                                           gnoschese@munsch.com
                                                           dwagner@munsch.com

                                                           ATTORNEYS FOR DEFENDANT
                                                           INTELLICENTER DALLAS
                                                           INVESTMENTS LLP




Defendant's Response to Plaintiffs' Application to Stay Arbitration                       Page 11 of 12




R.P. Appx. 322                                                                                     11
                                    CERTIFICATE OF SERVICE

       I hereby certify that on this 16th day of March, 2015, a true and correct copy of the
foregoing instrument was served on the following by Eserve:

                                         Kenneth B. Chaiken
                                     CHAIKEN & CHAIKEN, PC
                                   5801 Tennyson Pkwy, Suite 440
                                          Plano, TX 75024
                                            (214)265-0250
                                         (214)265-1537 (fax)
                                  Email: kchaiken@chaikenlaw.com

                                           R. Thomas Avery
                                  BLITZ, BARDGETT & DEUTSCH, LC
                                 120 South Central Avenue, Suite 1650
                                      St. Louis, Missouri 63105
                                            (314)863-1500
                                         (314)863-1877 (Fax)
                                      Email: rtavery@bbdle.com

                                                      /s/ Greg C. Noschese
                                                      Greg C. Noschese




Defendant's Response to Plaintiffs' Application to Stay Arbitration              Page 12 of 12




R.P. Appx. 323
 MHDocs 6013443_1 5554.38
                                                                                          12
            Exhibit A




R.P. Appx. 324          13
          AlA DocumentA111'" -1997
  Standard Fonn 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 nineteenth day of Mu_in the year two thousand six
  (In words, indicate day, month and year)

  BETWEEN lhe Owner.
  (Name, address and other infomUJtion)                                                                              This document has important
                                                                                                                     legal consequences.
                                                                                                                     COnsultation wlth an attorney
                                                                                                                     Is encouraged with respect to
                                                                                                                     its completion or modlfrcatlon.
  Intellicenter Dallas Investments. LLP                                                                              This document is not intended for
  8115 Preston Rd .. Suite #700                                                                                      use In competitive bidding.
  Dallas, IX 75225                                                                                                   AlA Document A201-1997,
  and the Contractor.                                                                                                General Conditions of the
  (Name, address and other informOJion)                                                                              Contract for Construction, Is
                                                                                                                     adopted in this document by
                                                                                                                     ref8fenoe. Do not use with oth81'
                                                                                                                     general conditions unless this
                                                                                                                     document Is modified.
  CJaypo. Inc.
                                                                                                                     This document has been
  2199 Innerbelt Business Center Qrive
                                                                                                                     approved and endorsed by the
  St. Louis. Missouri 63114
                                                                                                                     Associated Gen8fal Contractors
                                                                                                                     of America.
  Tbe Project is:
  (Name and location)

  The design and construction of a 4-storv speculative office building. consistine of
  aooroximately 211.637 gross square feet. located at 3701 Regent Blvd.. Irvim:. Texas.


  The Architect is:
  (Name, address and other information)
  FS Ar<:hitecture. PC
  c/o Forum Studios. Inc.
  2199 Innerbelt Business Cemer Drive
  St. Louis. Missouri 63114




  Structural. mechanical. electrical and civil engineering services and the consulting services
  of other Design Professionals for the Project will be proyided contractually Jbrough the
  Architect except as follows: Topographic and boundary survey to be provided by Owner.



  The Owner and Contractor agree as follows.

  AlA Document At11TII-1897. Copyright Cl1920, 1925, 1951, 1958,1961, 1983, 1967, 1974, 1978,1987 and 1997 by The American Institute of Arclliteels.
  All rigllb nt..ved. WARNING: Thla AlA• Document Is protected by U.S. Copyright Lew and lnt.ernatlooal Treaties. UniUthortred reproduction or              1
  distribution ot this AlA• Document, or 1ny po1!11on ot it, may result In severe civil and criminal ~nallles, and wHI be prosecuted to the maximum
  elCien1 possible under the law. This document was pwauced by AlA software at 15:11:31 on 05/19/2006 under Order No.1000182995~1 which expires on
  712312006, and Ia not lor resale.
  u..r NotH: Clayco A111- Koll - lntelllcenter · Dallas v3 (5-19•08)                                                                        (2347931739)




R.P. Appx. 325                                                                                                                                         14
  ARTICLE 1 THE CONTRACT DOCUMENTS
  The Contract Documents consist of Ibis specifically modified Agreement, the specifically modified AlA Document
  A201-l997. General Conditions ef lfte Centfeet (G&fleftll, Supplemenwy enEI ether Cenditiens), C"A201"),
  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 fonn the Cenlfaet; "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
  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.

  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 perfonn the Worlc in an expeditious and economical manner consistent with the
  Owner's interests. Tbe Owner agrees to furnish and approve, in a timely manner, infonnation required by the
  Contractor and to malce payments to the Contractor fn accordance with the requirements of the Contract Documents.
  The Contractor will enter into a direct contractual relationship with the Architect. engineers. design/build
  subcontractors and other design professionals (collectively. the "Desi&n Prof~ionals") to provide the design of the
  Project The Owner acknowledges and agrees that the Contractor is not a licensed architect or engineer and is not
  agreeing to pedorm serrjces which require such a license in the State in which the Project is located. Such services
  will be oerfonned by ljcensed architects, engineers and design/build subcontractors under separate agreements. The
  fees and expenses of all such design wofessjonals shall be included as part of the Cost of the Work. The Contractor
  shall cause the Architect to prepare and submit as part of the Cost of the Worlc. the Construction Documents
  necessary for the construction of the Project. The contractual obligations of such the Architect. engineers and other
  deSign oorsons or entities are undertaken and performed in the interests of the Contractor, The agreements between
  the Contractor and the Architect, engineers and other design professionals shall be in writing and lhese
  IIIJl!ngements. including financial amngements with respect to the Project. shall be promptly and fully disclosed to
  the Owner upon request. The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's
  employees. subcontractors and their agents and employees. and other persons. including the Architect. engineers and
  otber Design ProCessionals. oerformjng any ponion of the Contractor's obligations under thjs Anicle 3 wjth resoect
  to the design of the Projecb The "Construction Documents" may include drawings. specifications. and other
  documents and elec(!Qnlc data setting forth the reQuirements for construction of the Work. and shall (i) be consistel]t
  with the intent of the Proiect as a whole. Cii) provide infonnation for the use of those in the building trades: and (iii)
  include documents customarily required for re&ulatozy agency approvals. The fees and expenses of all such Design
  Professionals shall be included as Part of the Contract Sum.

  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.
  (lnsen the date ofcommencement, ifir differs from the date ofthis Agreement ar, if applicable, state that the date
  will be fixed in a notice to proceed.)


  February 21. 200§.

  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 shan be as follows:




  AlA Document A111™ -1997. Copyright @ 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of Architects.
  All rights rtl8rved. WARNING: Thl• AJA• Doo1.1ment Is proltellld by U.S. Copynghl lAw and International Treaties. Unauthorized reproduction or           2
  distribution of this AlA* Dowment, or any portion ollt, m.y result In severe civil and criminal pe1111tles, and will be prosecuted to the maximum
  extent possible under the law. This docoolent was proc:l.uced by AlA sottware at 15:11:31 oo 05/1912006 under Ordef No. 1000182995_1 which expires oo
  712312006, and Is not for resale.
  UHI' NotH: Clayco A111 - Koll . lntelicenter • Dallas v3 (5·19·06)                                                                        (2347931739)




R.P. Appx. 326                                                                                                                                        15
    § 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 EI&¥S ffem December 26.
    20()6. subject to extensions for any delays contemplated jn Paragraph 4.1 of this As.reement or Paragraph 8.3.1 of
    the form the Genera} Conditions (AlA Document No. A201) attached he.reto. such completion date 9f
    eemmeneeM&IIq er being l'eferred to herein as fellewe:the "Substantia) Completion Date."
    (Insert number ofcalendar days. Alternatively, a calerukJr tklte 171(ly be used when coordinated with the date of
    commencement. Unless staled elsewhere in the Contract Documents, insert an:y requirements for earlier Substantial
    Completion ofcertain portions of the Work.)




I   ~Ftien ef WeFk


    , subject to adjustments of this Contract Time as provided in the Contract Documents.
    (Insert provisions, if any, for liquidtlted damages relating to failure to complete on time, or for bonus payments for
    early completion ofthe ~Work.!The initial consttuction schedule (the "Proiect Schedule" I for the Project is
    attached hereto as Exhlbh "A



    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 Tbe 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:
    (State a lump sum. percentage of Cost ofthe Work or other provision for tktermining the Contractor's Fee, and
    describe the method ofadjustment of the Contractor's Fee for changes in the Work. )


    The "Contractor's Fee" shall be fow percent <4%) ofd!e Cost of the Work subject to an increase in the fee of four
    oercent (4%) on all Change Orders. as defined in Paragraph 6.3 herein below. increasing the Cost of the Work. and
    subject to a decrease in the fee of four oercent (4%>on all Change Orders decreasing the Cost of the Work.

    § 5.2 GUARANTEED MAXIMUM PRICE
    § 5.2.1 The sum of the Cost of theWorl< and the Contractor's Fee is guaranteed by the Contractor not to exceed
    ~Fourteen Mmion Three Hundred Fiftv-Three Thousand Nine Hundred Seventv-Tbree and 00/100 Dollars
    ($14.353.973.00). subject to additions and deductions by Change Order as provided in the Comract Documents.
    Such maximum sum is referred to in the Contract Documents as the Guaranteed Maximum Price Cas the same may
    be adjusted from time to time by Change Order or otherwjse. the "Guaranteed Maximum Pt:i6&:-I!i£!Ll...Costs which
    would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement
    by the Owner If. upon Final Completion. the OMP exceeds Cost of the Work plus the Contractor's Fee. then the
    amount of such excess shall be referred to herein as the "savin~": and the savings shall be shared by the Owner and
    the Conqactor as follows: sixty percent <60%l of the savings shall be retained by the Owner: and forsv oercent
    (40%) of the savings sha11 be paid to the Contractor as a fee in addition to the QwaenContractor's Fee described in
    Paragraph 5.1.2 above.
    (Insert specific provisions if the Contractor is to participate in any savings.)




    AlA Document A111 "' -1997. Copyright C 1920. 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by Tile Ame~can Institute ot ArcMects.
    All rights rtHI'Yed. WARNING: This AtA• Document It prottcted by U.S. Copyright law and International Treatlu. Unauthorized reproduction or               3
    distribution ol thls AlA,. Document. or any portlon of it, may result In severe clvJI and criminal penalties, and will be prosecuted to the maximum
    extent possible under the law. This document was proc:luoed by AlA sollware at15:11:31 on0511912006 under Order f\10.1000182995_1 which elq)lres on
    712312006, and is not for resale.
    U~er Notes: Clayco A111 • Koll • lntelllceoter . Da~as v3 (5·19-QS)                                                                        (2347931739)




R.P. Appx. 327                                                                                                                                           16
  § 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 ofaccepted alternates. If decisions on other alternates are to be made by
  the Owner subsequent to the execution of this Agreement, attach a schedule ofsuch other alternates showing the
  amount/or each and the date when the amount expires.)



  See Outline Soecificatioo & Drawings (the "Outline Specs") attached to thjs Contract as Exhibit "B" <consisting of
       pages).

  § 5.2.3 Unit prices, if any, are as follows:



  See Outline Specs.

  § 5.2.4 Allowances, if any, are as follows
  (Identify and state the amounts ofany allowances, and state whether they include labor, materials, or both.)

  ~.llewaAee                                                                              IA$1Uded iteM&

  See Outline Specs. H the Contract Documents provide for any allowances. then the parties agree that (j) the GMP
  shall be reduced by the amount. if any. by whjch the allowance exceeds the actyal cost of the item for which such
  allowance was made. and (ii) !be GMP shall be increased by the amount if any. by which the actual cost of the item
  for which such allowance was made exceeds the allowance.

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


  Contractor's ~neral conditions as set forth in the Division I costs shall not exceed 125% of the amount set fortb on
  the Clayco Control Budget attached as Exhibit "C".

  See Outline Soecs.

  § 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 WorkfR&)"'sha!l be determined&)"
  aRy ef Ole medied51isted in Seetian 7.3.3 af.'\IA Dee1119ent A2Ql 1997.accordance with Paragraph 6.5 below.

  !!:.:..§ fi,3JR GQ)GulatiBg a6jU!IaBeRl& ta 8U\IG9RlfaGt6 (ellG8pt tJiese awQAied widl tile 0>A'R8f'6 pfier 69R&eRt an the
  easis ef east plus a fee~, the teRm "east" and "fee" as used In Seelien 7.3.:U ef AJA Dee11H1ent ,o\2Ql 1997 ami the
  teRM "sesl6" ans "a reasenallle allawaaee fer a'ler4tead all(l JIFefit" as used iR Seeaen 7.le ef,r\IA DesYR'IeRt
  J\2Q} 11}9:7 &hall have the Jlle8AiRg6 889igMd te lh8AI iA ,\lA l)eeyment J\201 199;7 QflQ shall net \le 199dified ey
  ,\nieles ~. 7 Md 8 ef lhis :\gfeeH!ent i\EijllsHHeal6 te s118eentFaet& awardeEI wilh the Owner's prier eeasent eR the
  easis ef east pl11s a fee shall ee ealeulateEI in aeeef6aftee with the tefRls ef these sul:Jeena:aets.

  ~In calculating adjustments                 to the Guaranteed Maximum Pfi6&;-Price or the impact of any Change Order.
  the terms "cost" and "costs" as used in the above-referenced provisions of AlA Document A20I-Im 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 percentage for the Contractor's Fee as ElefiAed indicated in Section 5. I .2 of this
  Agreement.
  AlA Document A111"'- 1997. COpyright (11920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American lnstltuto or Architects.
  All rtghts re~ WARNING: Thla AlA• Document Is protected by U.S. Copyright l aw and lnlarnatlonal Trutles. Unauthorized reproduction or                4
  dl8trlbutlon of this AlA• Oowmem, or any portion of It, may ntaultln severe civil and criminal penahles, and wBI be prosecuted to the maximum
  extent po$$ible under the law. This doc~nt was produced by AlA sollwara at 15:11:31 on 0511912006 under Order No.1000182995_1 which expires on
  712312006. and Is not !of resale.
  UNr Notes: Clayco A111 • Koll · lntelicenter • Dallas v3 (5-19·06)                                                                    (2347931739)




R.P. Appx. 328                                                                                                                                     17
  § &.4 If 88 speeifie Jlfe'ASieR is II'Hid& iR SeetieA S.l fer adjwstmeRt ef£Re Ceamteler's Jiee iR me ease efehaflges iR
  £fte WerlE, er if me eJiteat ef s~teh ehaRges is s11eh, ill the aggregate, that applieatieA ef the adjii51HieAI pre•tisieA& ef
  SeeaeaS.l will eaYSe Slle&taAtial iRe~tvity te die CW.·Rer er CeREFeeter, the Centraeter's Fee shall ee 8EIIIita91y
  IIEijY&teEI 9A die llasis ef tM rea estalllishee fer IRe eFigiR&l Werk, &RQ the Gwar&RIIIQ Maxi IIIII III PFiee shall ee
  IIEijws~ aeeeftlingly.


  § 6.3 If Cal the Owner requests a change in the Work or Cbl the Contractor otherwise is entitled to a Change Order as
  provided in the Contract Documents. then the Contractor Shall have the right to submit to the Owner a written
  change order request (a ''CO Request"). which shall set forth such change to the Contract as shall be appropriate.
  Such CO &guest shall be in writing and shall set forth the appr9j!riate changes. jf any. to the (i) Cost of the Work,
  Cii> the Contractor's Fee. (iii) the Guaranteed Maximum Price. Civl the Contract Sum. Cvl the schedule of values.
  (vjl the Substantial Completion Date. or Cviil any other provisions of the Contract. Each CO Request shall
  constitute an offer by tbe Contractor to amend the Contract. If the Owner accepts such offer in writing and without
  revision. then such offer and acceptance. together. shall constitute a "Change Orcler" which shall ooerate to amend
  the Contract. If the Owoer ~Pts such offer subject to revisions not previously agreed to by the Contractor in
  writing. then such "acceptance" shall constitute a counteroffer by the Owner to the Contractor which the Contractor
  may ejther accept in writing or reject. If the Contractor accepts such counteroffer in writing. the same shall
  constitute a written Change Order. The Contractor shall have no obligation or right to perform any changes in the
  Work except Pursuant to a Change Order made as provided herein.

  ARTICLE 7 COSTS TO BE REIMBURSED
  § 7.1 COST OF THE WORK
  The tenn Cost of the Work shall mean costs necessarily incurred by tbe 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 theWork shall include only the items set forth in this Article 7.

  § 7.2LABOR 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 app.roval, at off-site workshops.

  § 7.2.2 Wages or salaries of the Contractor's supervisory and administrative peFSeMel oersonnel, based upon the
  time expended oo the Project when stationed at the site with the Owner's appFe"al.written aoproval. Time expended
  on the Proiect by the Contractor's Project Manager for the Project shall be included as a Cost of the Work.
  regardless of w)lere the Proiect Manager js located.
  (If it is intended that the wages or salaries ofcertain personnel stationed at the Coruractor's principal or other
  offices shall be included in the Cost ofthe Work, identify in Anicle 14 the personnel to be included and whether for
  all or only pan oftheir 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.

  S7.2.4 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.

  § 7.3 SUBCONTRACT COSTS
  § 7.3.1 Payments made by the Contractor to Subcontractors (including. without limitation. the Contractor jf the
  Contractor or a division of the Contractor is also a subcontractor but only if approved in writing in advance by
  Owner) 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.
  AlA Document A111 111 -1887. Copyrlgl)t C 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of Archhects.
  All rlghq reMMid. WAANING: This AlA• Doalment Is protected by U.S. Copyright Law and International Troatiee. Unauthorlled reproduction or               5
  distribution of this AlA• Document, or any portion of It, may result In sewre civil and criminal penalties, and wMI be prosecuted to the maximum
  mctent possible undet' the IIW. This document was produoed by AlA sottware at 15:11:31 on 05f1912006 under Order No.1000182995_1 which expires on
  7/2312006, and iS not for resale.
  Uter Noles: Clayoo A1 11 • Koll · lntelllcenter • DaPas v3 (5·19·06)                                                                    (2347931739)




R.P. Appx. 329                                                                                                                                       18
  § 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 Conttactor. 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 FACIUTIES 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 customariJy 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 lransportation, installation, minor repairs and replacements, dismantling and removal thereof. Rates and
  quantities of equipment rented from the Contractor shall &e sttejeet te not exceed the OwAer's jJI'ier appreYal.fair
  market value thereof.

  § 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 aRd beBEitnemiYRl5 that can be directly attributed to this Contract. The parties
  stipulate and agree that Conttactor's cost for providing such insurance is six tenths of one oercent (0.75%) of the
  Cost of the Work. excluding such cost of insurance. Ceatfasll

  § 7.6.2 Sales, consumer. 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 AlA Document A201-l997 or other
  provisions of the Contract Documents, and which do not fall within the scope of Section 7.7.3.

  § 7.&.5 Reyal~es aadlieease fees paid fer me \l&e af a p&Ftielllar design, flF968S9 er predttet AIEJIIif~ ey the Cana=ast
  DesttHients; the sast ef aefenEiiRg &llil5 er elaiHI& fer iftft:iRgemeAt ef paleat figkss arisiag ~HI s11eh ~ttireRl8Rt ef
  me Cea~Het Qe611ffl8Rl&; 8ll4 payHieA~:& IR&Eie in aeeer4anse with legal j11Eigmea111 agaiA6t tile CeA~Heter Feslll\ing
  frefR stteli sttil!l er slaiHis and payt~~ents ef settlemeBtB Hlade with me OwRer's seASeAt. Hewe~·er. ~N~sh eests af legal
  Elefeases, j11EigRl8RIS BAEI sealemeal!lsllall Ael be inelttEied ia the ea.lelllatieB ef tile Caalfaeter's Pee er &Y!Jjeet te lbe
  ~llfaRteee MallimttHI Priee.lfs116h reyalties, fees aREI eeStB are e*elwded by lbe last seAteaee ofSeeaeR 3.17.1 ef
  AlA DeellH!eAt t'U91 1997 eF etiler previsieRs ef IRe Cealfeet Deellmefls, lheA tlley shall aet be iReludeEi in IAe
  Cest ef the W8fk:
  § 7.6.5 Royalties and license fees paid for the use of a particular design. process or product required by the Conttact
  Documents if such royalty and license fees are disclosed to Owner prior to Contractor commencing construction of
  the Project and Owner approves same in writing.

  § 7.6.6 Data processing costs related to the Work.
  AlA Document A111"' - 1097. Copyright @ 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American tnslitute ot Architects.
  All rlghtereterved. WARNING: Thla AlA• Document 11 prottcttd by U.S. Copyright law 1nd International Treaties. Unauthorized reproduction or                6
  dl• tributfon of this AlA"' Document, or any portion of It, may result In se,.re civil and criminal penalties, and will be pr0$eculed to the miJCimum
  extent possible under the lew. ThiS document was produced by AlA SOftwale at 15:11:31 oo 05119/2006 IJ'Ider Order No.1000182995_1 which expires on
  712312006, and is not lor resale.
  UMr Notes: Clayoo A111 • Koll · \otelllcenter- Dallas vs (5·1 9-06)                                                                         (2347931739)




R.P. Appx. 330                                                                                                                                          19
  § 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 fonh in the Contract Documents.

  § 7.6.8 Legal, mediation and arbitration costs, 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 wrinen 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.

  § 7.6.10 Payments by the Contractor Into reserves established unde! the CCIP for tbe Project for providing
  Subcontractor insurance. The Contractor represents that the amount of such reserve payments shall not excHd the
  Insurance premiums that reasonably would be Incurred for the Proiect In the absence of the CCIP.

  § 7.6.11 Other direct reasonable exoenses incurred by the Contractor in connection wjth the Project to !he extent not
  described in this Section 7.6.

  § 7.6.12 Design service feel pavab!e to the Architect and any other design professionals engaged by Architect or the
  Contractor to provide the detlan for the Proiect.

  § 7.7 OTHER COSTS AND EMERGENCIES
  § 7.7.1 Other costs incurred in the perfonnance 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 Joss in case of an
  emergency affecting the safety of persons and property, as provided in Section 10.6 of AlA Document A201-1997.

  § 7.7.3 Costs of repairing or correcring damaged er neHeeRfemtiRg Work executed by the ContraCtor, Subcontractors
  or suppliers, provided that such damaged er HeneenfeRtliRg Work was not caused by aegligeRee NEGLIGENCE.
  intentional misconduct or failure to fulfill a specific responsibility of the COntractor and only to the extent that the
  cost of repairer eeffeetiell is not Eeeetterallle recovered by the Contractor from insurance, sureties, Subcontractors
  or suppliers.

  ARTICLE 8 COSTS NOT TO BE RBMBURSED
  § 8.1 The Cost of the Work shall not include:

  § 8.1.1 Salaries and other compensation of the Conttactor's personnel stationed at the COntractor's principal office or
  offices other than the site office, except as specifically provided in Sections 7.2.2 and 7.2.3 or as may be provided in
  Article 14.

  § 8.1.2 Blipeases Except to the extent provided in Article 7, expenses of the Contractor's principal office and offices
  other than the site office.

  § 8.1.3 Overhead and general expenses, except as may be expressly included in Article 7.

  § 8.U The Contractor's capital expenses, including interest on the COnttactor's capital employed for the Work.

  § 8.1.5 Rental costs of machinery and equipment, except as specifically provided in Section 7.5.2.

  § 8.U Except as provided in Section 7.7.3 of this Agreement, costs due to the negligence orfailure to fulfill a
  specific responsibility of the Contractor, Subcontractors and suppliers or anyone directly or indirectly employed by
  any of them or for whose acts any of them may be liable.

  § 8.1.7 Any cost not specifically and expressly described in Article 7.


  AlA Document A111"' -1m. Copyright        c  1920, 1925, 1951,1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American lnSiltute ol AtcMeC1s.
  All rlghte reserved. WARNING: This AlA• Oocumenl is protected by U.S. Copyright Law and International Treaties. Unauthorlztd reproduction or             7
  di$tributlon of this AlA• Doc;ument, or any portion of it, may result in severe civil and criminal penallles, and wll be prosecuted to the mulmum
  extent po$Sible under the law. This document was produced by AlA $011Ware 11115:11:31 on 0511912006 under Order No.1000182995_1 which expires on
  7123/2006, and Is not lor resale.
  Ueer NotH: ClaycoA111. Koll ·lnlelllcenter . Oallasv3 (5-19·06)                                                                         (2347931739)



R.P. Appx. 331                                                                                                                                        20
  § 8.1.8 Costs, other than costs included in Change Orders approved by the Owner. that would cause the Guaranteed
  Maximum Price to be exceeded.

  § 8.1.9 The m!ease. or waiyer or bondjng. of any liens or claims which may be claimed. threatened or tecorded so
  long as Owner paid Contractor all undisputed amounts under this Contract



  Costs recpvered by Contractor through insurance or otherwise.



  ARTICLE 9 DISCOUNTS, REBATES AND REFUNDS
  § 9.1 Cash discounts obtained on payments made by the Contractor shall accrue to the Owner if ( 1) before making
  the payment, the Contractor included them in an Application for Payment and received payment therefor from tbe
  Owner, or (2) the Owner has deposited funds with the Contractor with which to make payments; otherwise, cash
  discounts shall accrue to the Contractor. Trade discounts, rebates, refunds and amounts received from sales of
  surplus materials and equipment shaD accrue to the Owner, and the Contractor shall make provisions so that they
  can be secured.

  § 9.2 Amounts !hat accrue to the Owner in accordance with the provisions of Section 9.1 shall be credited to the
  Owner as a deduction from the Cost of the Work.

  ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS
  § 10.1The Owner hereby agrees that portions of the Work may be subcontracted to the Contractor or any division of
  the Contractor if agreed to in writing jn advance by Qwner. Those portions of the Work that the Contractor does not
  eYstemarily perform with the Contractor's own personnel (or which are not subcontracted to the Contractor or a
  division thereof as aforesaid) shall be performed under subcontracts or by other appropriate agreements with the
  Contractor. The Owner may designate specific persons or entities from whom lhe Contractor shall obtain bids. The
  Contractor shall obtain bids from Subcontractors and from suppliers of materials or equipment fabricated especially
  for the Work and shall deliver such bids to the ~The Owner shall then determine, with the advice of
  the Cea~reeter aRdlhe Afeh:ileel, Contractor. which bids will be accepted. The Contractor shall not be required to
  contract with anyone to whom the Contractor has reasonable objection. For each oortion of the Work having an
  estimated cost in excess of $SO,QQ(), Contractor shall endeavor In good faith, usjng significant efforts. to obtain. and
  orovide to Owner uoon reouest bids for said oortion of the Work {rom at least 3 qualified subcontractors. If
  Contractor cannot obtain bids from 3 qualified bidders. Contractor shall jofonn Owner of this before entering into
  the relevant Subcontract. Contractor shall not subcontract performance of all or any oortion of the Project under the
  Contract Documents pursuant to any subcontract in excess of $50.000 without first notifying Owner of the intended
  subcontracting and obtaining Owner's acceptance in writing of the subcontracting and the subcontractot which
  acceptance or rejection shall be promptly given. If reouested by Owner. Contractor shall furnish Owner a copy of
  the prooosest subc9ntract for Owner's review of the teonS and conditions thereof and shall oot execute such
  subc9ntract until Owner has accepted such terms. Failure of Contractor to comply wi!h this Section may be deemed
  to be a material breach of the Contract Documents, Contractor shall not remove any of the following major
  subcontractors and replace any of such rnaior subcontractors with any other subcontractor without Owner's prior
  written llJ>.P!"'VaJ. which shall not be unreasonably withheld or delayed. provided the proposed replacement
  subcontractor has the experience, financial backing and history of quality cons!rUction for projects of the nature and
  timing of the Projecl Thc: major subcontr.tctpn: that can only be replaced in accordance with the tc1regoing
  procedures ure as follows; <my CSI Division I5 or 16 subcontractor and any subconmtctor performing roofing or
  exterior glass or glazing work. Contractor sball not be relieve<! of obligations under the Contract Documents by
  vinue of Owner's approval of any subcontractors.

  § 10.2 If a specific bidder among those whose bids are delivered by the Contractor to the~(1) is
  recommended to the Owner by the Contractor; (2) is qualified to perform that portion of the Work; and (3) has
  submitted a bid that conforms to the requirements of the Contract Documents without reservations or exceptions, but
  the Owner requires that another bid be accepted, then the Contractor may require that a Change Order be issued to
  adjust the Guaranteed Maximum Price by the difference between the bid of the person or entity recommended to the

  AlA Document A111"'-181117. Copyright C 1920. 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The AmeriCan Institute ot Architects.
  All rlghta reMI'Wd. WARNING: Thla AtA• Document fa protecled by U.S. Copyright Law and International Treaties. Unauthorfxed reproduction or                  8
  distribution of t.h ls AtA• Document, or any pottton ollt, may 1'11SUit in severe clvil and criminal penaltie.s, and will be prosecuted to the maximum
  extent possible under the l;rw. This document was pnxluced by AlA software at 15:11:31 on 05.'1!1.'2006 under Order No.1000182995_1 wllk:h expires on
  7/2312006, and is not lor renle.
  Ustr Notes: Clayco All 1 • Koll · fntelllcenter · CaRas v3 (5·19.00)                                                                          (2347931739)




R.P. Appx. 332                                                                                                                                            21
  Owner by the Contractor and the amount of the subcontract or other agreement actually signed with the person or
  entity designated by the Owner.

  § 10.3 Subcontracts or other agreements shall conform to the applicable payment provisions of this Agreement, and
  shall be lump sum contracts and shall not be awarded on the basis of a fixed fee or cost plus a fee without the prior
  consent of the Owner.

  § 10.4 The Owner shall be invited to all subcontract bid and design review meetings.

  § 10.5 Contractor will. and will cause its subcontractors to. comply with the terms of the Contract Documents
  applicable to the ponjon of the Project performed by tbem. If anY portion of the Project that bas been subcontracted
  by Contractor js not prosecuted in accordance with !be Contract Documents. on reguest of Owner the subcontractor
  shall be replaced and shall not be employed again on the Project.

  § 10.6 Contractor shall include a provision in the contract with each subcontractor authorizing assignment of such
  coruract to Owner in the event of a tenninatjon by Owner of the Contract Documents with Contractor.

  § 10.7 As used in the Contract Docuroepts. the term "subcontract" shall also include purchase orders and rental
  agreements for materials or egujprnent. and the term "subcontractor" shall also jnclude vendors or suppliers of such
  material or eauipment.

  ARTICLE 11 ACCOUNTING RECORDS
  The Contractor shall keep full and detailed accounts and exercise such controls as may be necessary for proper
  financial management under this Contract, and the accounting and control systems shall be satisfactory to the
  Owner. The Owner and the Owner's accountants shall be afforded access to, and shall be pennitted to audit and
  copy, the Contractor's (eC()rds, books, correspondence, instructions, drawings, receipts, subcontracts, purchase
  orders, vouchers, memoranda and other data relating to thls Contract, and the Contractor shall preserve these for a
  period of three years after final payment, or for such longer period as may be required by Jaw.

  ARTICLE 12 PAYMENTS
  § 12.1 PROGRESS PAYMENTS
  § 12.1.1 Based upon Applications for Payment submitted to the~by the G:lRifaeler Q9EI Ceftifisates
  fer PayR!e.Rl ise~~ed hy IJ:Ie ,".oolliteet, ContractOr, the Owner shall make progress payments on account of the
  Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents.

  § 12.1.2 The period covered by each Application for Payment shall be one calendar month ending on the last day of
  the month, or as follows:



  § 12.1.3 Provided that an Application for Payment is received by the ~not later than the first Cl'1l day
  of a month, the Owner shall make payment to the Contractor not later than the twentieth (20th) day of the same
  month. If an Application for Payment is received by the ~after tbe application date fixed above,
  payment shall be made by the Owner not later than f--+twemy (20) days after lhe Arehiteel ~receives the
  Application for Payment

  § 12.1.4 With each Application for Payment, the Contractor shall submit !&Payrolls, petty cash accounts, receipted
  invoices or invoices with check vouchers attached, and any other evidence required by the Owner er .'\i"ell-ileet to
  demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or
  exceed (1) progress payments already received by the Contractor; less (2) that portion of those payments attributable
  to the Contractor's Fee; plus (3) payrolls for the period covered by the present Application for Payment (b)
  unconditional lien waivers jn such form as Owner may reasonably reguire for the p.rior month's payment by Owner
  to Contractor. execu(Cd by Contractor and all first tier subcontractors. mechanics and materialmen on the Project (c)
  conditional Hen waivers in such form as Owner may reasonably rnguire for PeymeRbthe current month's payment by
  Owner to Contractor. executed by Contractor and all f!l'St tier subcontractors. mechanics and materialmen on the
  Project. the only condition thereof bejng the receipt of oavment from Owner Cor Contractor. jn !he case of the
  subcontrnctors, mechanics and materialmen>. (d) an affidavit executed by Owner .indicating the names of all
  AlA Document AIH'M -11187. CopyTigtlt C 1920. 1925, 1951, 1953, 1961, 1963, 1967. 1974, 1978. 1987 and 1997 by The American Institute of AA:hltects.
  All rtghn ,.....,.d.
                  WARNING: This AlA• Doeumen111 protected by U.S. Copyright Law a nd lnleroallonal Treaties. Unauthorized reproduction or                     g
  dlstribullon of lhls AlA• Document, or any portion of 11, may result In severe civil and criminal penalties, and will be prosecuted to tile maximum
  emn1 possible under the law. This documenl was prodU<:ed by AlA software at 15:11 :31 on O!i/1912006 under Order No.I 000182995_1 wtliell expires on
  712312006, and Is no1 for resale.
  U•r Notes: Clay<:o A111 • Koll - 1n1etacenter . oanas v3 (5·19-06)                                                                      (2347931739)




R.P. Appx. 333                                                                                                                                           22
  subconrracrs and materialmen that have worked on the Project since the date qf the last Application for Payment
  and (e) within 45 days after the foundation for the Project has been ooured. a foundation survey showing lhe
  location of the foundation for the Project. along with the boundaries of tbe Land. the location of any flood plain and
  all easements and other title exceptions affecting the Land and any set back or other building restrictions as set fonb
  on the most recent Survey.

  § 12.1.5 Each Application for Payment shall be based on the most recent schedule of values submitted by the
  Contractor and aPProved in writing by Qwner in accordance with the Contract Documen!S. The schedule of values
  shall allocate the entire Guaranteed Maximum Price and the Contractor's current estimate of the Cost of the Work
  among the various portions of the Work, except that the Contractor's Fee shaU be shown as a single separate item.
  The schedule of values shall be prepared in such form and supponed by such data to substantiate irs accuracy as the
  ~may require. This schedule, unless objected to by the A:rehit.eet Owner. shall be used as a basis for
  reviewing the Contractor's Applications for Payment.

  § 12.1.6 Applications for Payment shall show the percentage of completion of each ponion of the Work as of the end
  of the period covered by the Application for Payment The percentage of completion shall be the lesser of (1) the
  percentage of that portion of the Work which has actually been completed; or (2) the percentage obtained by
  dividing (a) the expense that has actually been incurred by the Contractor on account of that portion of the Work for
  which the Contractor has made or intends to make actual payment prior to the next Application for Payment by (b)
  the share of the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.

  § 12.1.7 Subject to other provisions of the Contract Documents, the amount of each progress payment shall be
  computed as follows:

              .1      take that ponion of the Guaranteed Maximum Price properly anocable to completed Work as
                      determined by multiplying the percentage of completion of each ponion of the Work by the share of
                      the Guaranteed Maximum Price allocated to that portion of the Work in the schedule of values.
                      Pending final detennination of cost to the Owner of changes in the Work, amounts not in dispute
                      shall be included as provided in Section 7.3.8 of AJ.A Qee11meRt 1\2~1 199+;the A201:

              .2      add that portion of the Guaranteed Maximum Price properly allocable to materials and equipment
                      delivered and suitably stored at the site for subsequent incorporation in the Work, or if approved in
                      advance by the Owner; suitably stored off the site at a location agreed upon in writing;

              .3      add the Contractor's Fee, less retainage of ( ).The ten percent (1 0%) of the first 50% of the Cost pf
                      the Work (ysjng the Guaranteed Maximum Price as the Cost of the Work for this QUipOSe) and zero
                      percent (Q%) retainage tbereafter. The Contractor's Fee shall be computed upon the Cost of the Work
                      described in the two preceding Clauses at the rate stared in Section 5.1.2 or, if the Contractor's Fee is
                      stated as a fixed sum in that Subparagraph, shall be an amount that bears the same ratio to that fixed-
                      sum fee as the Cost of the Work in the two preceding Clauses bears to a reasonable estimate of the
                      probable Cost of the Work upon its completion;

              .4      subtract the aggregate of previous paymenrs made by the Owner;

              .5     subtract the shonfall, if any, indicated by the Contractor in the documentation required by Section
                     12.1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently
                     discovered by the Owner's accountants in such documentation;&Jl6

              .6     subtract amounts, if any, for which the ~has withheld er a1111ifieEI not aporoved a
                     CeRiHeat.e fer Payment as provided in Section 9.5 of AlA Document A2~l 199+.A201-1997: and.

              .7     Thiny <30) days after Substantial Completion of the Work. any retainage then held by the Owner
                     shall be due and payable to the Contractor provided that such payroent may be refluced by the cost of
                     completing any incomplete Work or the disputed amount ot any unsettled claims.

  § 12.1.8 Except with the Owner's prior approval, payments to Subcontractors shan be subject to retainage ef net less
  lhaa      ( ). as set forth jn Section 12. 1.7.3 3bove. The Owner and the Contractor shall agree upon a mutually
  AlA OocUIMnt A111"" -18117. Copyright \01920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of Arctlitects.
  All rlghll re~~ervt<f. WARNING: Thlc AlA• Document le protectld by U.S. Copyright Law and lntet"natlonal Treaties. Unauthorized reproduction or         10
  distribution of this AlA• Dooument. or any portion ollt, may r8$Uit ln savvre ~hiM and criminal penalties, a.n d will be prosecuted to the maximum
  extent potslble under lhe law. This document was prodUced by AlA software at 15:11:31 on 0511912006 underOroer No.t000182995_1 which explros on
  712312006, and Is not lOr resale.
  User Hot": Clayco A 111 • Kol • lntellicenter - Dallas v3 (5· 1g..os)                                                                 (2347931739)




R.P. Appx. 334                                                                                                                                       23
  acceptable procedure for review and approval of payments and retention for Subcontractors. Thjrty days after any
  Subcontractor fully oerfonns all of its obligations under its Subcontract and the Contractor has approved and the
  Owner has accepted such WQrlc.. upon request of the Conttactor. the Owner shaD release the full amount of the
  retajnage for such Subconvacwr to the Contractor for payment to the Subcontractor. provided that such
  Subconttactor has provided a final lien release applicable to such payment Cas described in Section 12.1.4 above.
  conditional until payment clears. with an unconditional lion release to follow within LO days after such payment
  ~

  S1~.1.81A tak:iag aetieA en the Cea~J:aeler's Applieatieas fer Paymeat,l:lle Afehileet shall be eaatled le rely en~
  aeeltl'lley aeEI eempletetle56 ef die infeRBat:iea furnished by the Centraeter &REI shaD aet be EleemeEl te represeet that
  tfie Afehiteet ltee fft8Eie a deteiletl eli&Rlinatien, HEiit er a:AtOO!elie 11erifieatieA ef die deetimentatien StibmitteEI ia
  aeeerdaaee with Seett9ft 12.1.4 er ether Stippertiag Elate; mat me t\rehileet 11:&5 made elihatisti·1e er senlintietis en
  site inspeeliens er mat the Arehiteet has made eliaminaliens te eeeertaiB hew er fer whal ptifPB&eS me GenEfaeter
  h85 tised IIRietiniS pre¥iell61y paid en 8669\tBl ef me Cenft'e61e: Stieh l!ll8Hiinatieft5, atidits aAEI t,II!AReatieas, if
  RIIJtiireEI by !he Owner, wiiJI!e perfefflleEI by lite Owaer' s aseetinlants ~ring in lite sale iR!eJe&l ef dte Owner.
  § 12.1.9 As the Project reaches Substantial Completion, Contractor and Owner shall schedule and conduct a joint
  inspection of the Proiect and identify in writing all punch list items (''Punch List Items"). Contractor must complete
  all such Punch List Items prior to Owner making final payment to the ContractQI. Owner may continue to retain one
  hundred ten oercoot (110%) of tho estimated cost of completing tho Punch List items until the completion of same.
  All Punch List Items shall be completed on or before the 45lh day after Substantial Completion.
  § 12.1.10 Uoon completiQn of25%. 50% and 75% of the Worls. Contractor shall provjde to Owner a project cost
  reoon that includes an estimated cost to complete the Project, a listing of modifications and pending Change Orders.
  and Otbef items reasonably requested by Owper. Uoon completion of 25%. 50%. 75% and 100% of the Work.
  Contractor shall submit to Owner a written reconciliation moon cvjdencin& the difference. if any. between (a) the
  amounts Owner has paid to Contractor under the Schedule of Values plus the portion of the Contractor's Fee paid by
  Owner and (b) the actual Cost of the Worlc incurred to the applicable date plus the poaion of the Contractor's Fee
  owed to the applicable date wtder this Agreement. If such written reconciliation repon shows that Owner's
  payments pursuant to the Schedule of Values plus the Contractor's Fee has resulted in a oayment to Contractor jn
  excess of the actual Cost of the Work plus the Contractor's Fee then owed. the ovetpayment shall be credited to
  Owner. with the credit being spread over the remaining draws until the excess payments haye been fully accounted
  for by Owner or. if no funher draws are to be made. then promptly refunded to Owner.
  § 12.2 FINAL PAYM.ENT
  § 12.2.1 Final payment, constituting the entire unpaid balance of the Conttact Sum, shall be made by the Owner to
  the Conttactor when:

            .1      the Conttactor has fully perfonned the Contract except for the Conttactor's responsibility to correct
                    Work as provided in Section 12.2.2 of AlA Document A201-1997, and to satisfy other requirements,
                    if any, which extend beyond final ,ayme11l1 anEipayment.

            .2      a final Certifieale fer Payment has eeen i:sstied l!y me .~ehiteet.
             .2     the other reguiremems of this Section 12.2 have been fully met.

  § 12.2.2 The Owner's final payment to the Contractor shall be made no later than 30 days after the isstianee ef
  Conttactor has delivered the followjne to the Owner (but in no event earlier than the M~ileel's Rnal Certifieefe fer
  Paymenl, eras feHews:date set forth in Section 12.2.3 bereoO:


  (i) executed final  lien waivers (rom all first tier Subcontractors and the Contractor <which may be conditioned only
  uoon receiot of Owner's final payment>. and (ii) a copy of as-built plans and an as-built survey for the Projecl
  (jii) evj<lence that all Punch List Items prepared at Substantial Completion of the Work have been completed. The
  Contractor agrees to obtain final and unconditional lien waivers from all first 8Jild second tier Subcontractors Cor post
  an appropriate bond over such lien) and to provjde a final unconditional lien waiver from the Contractor within
  thinv days after receipt of final payment.

  § 12.2.3 The Owner's accountants will review and report in writing on the Contractor's final accounting within 30
  days after delivery of the final accounting to the ~by the Contractor. Based upon such Cost of the
  AlA Document A111 11' -1997. Copyright C 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of Arctlltects.
  All rlghle ruerved. W~RNING: This AlA• Document Is protected by U.S. Copyr'lght Lew end International Treaties. Unanhorlad reproduction or               11
  dlstrlbutlon of this AlA Doc:um.nt, or any portion ollt, may result in severe civN and ~lmlnal penalties, and wHI be prosecuted to the mexlmum
  extent possibkl under the law. This document was produced by AlA 60ftware at 16:11:31 on 05119/l!OOO under Ofder No.1000182996_1 whict1 expires on
  712312006, and is nDI for resate.
  User Notes: Clayeo At 11 • Koll • lntetncenter · Dallas v3 (!H9·06)                                                                    (2347931739)



R.P. Appx. 335                                                                                                                                       24
  Work as the Owner's accountants report to be substantiated by the Contractor's final accounting, and provided the
  other conditions of ~ections 12.2.1 and 12.2.2 have been met, the ~will, within ~enty
  .aQLdays after reeeipt ef thereafter. either make the Wfiltefl repert ef !he OwRM'& aeeellflt&RIS, either iss11e final
  payment. or deliver to the ~a fiflal Certiifeate fer PayM&fll with a copy t&Qf.the CenH'aeter, er
  Owner's accountant's reoort and notify the Contractor aAS 0Wfler in writing of the .~aiteet's Owne.r's reasons for
  withholding a eeAifieate payment as provided in Section 9.5.1 of the AlA Document A201-I997. The time periods
  stated in this Section 12.2.3 supersede those stated in Section 9.4.1 of the AlA Document A201-1997.

  § 12.2.4 If the Owner's accountants report the Cost of the Work as substantiated by the Contractor's final accounting
  to be Jess than claimed by the Contractor, the Contractor shall be entitled to deRl&Ad ari!i&alieR ef Ehe Elisp11ted
  ilfli911Rt withe11t submit such matter as a fllrther deeisiefl Claim unc!er Section 4.3 of the so\:Fehiteel. ~Such
  deF118RS fer aFbiffatieR Claim shall be made by the Contractor within 30 days after the Contractor's receipt ef 11 eepy
  of the Afehiteet's fi11al Ceffifieate fer PayJMRt; Owner's accountants' reoort failure to Ele1B8REI arlliffEitieR submit
  such Claim within this 30-day period shall result in the substantiated amount reported by the Owner's accountants
  becoming binding on the Contractor. Pending a final resolution.13y &reilfatie&, of the Claim. the Owner shall pay the
  Contractor the amount eenified in the Afehiteet's fiRal Certifteate fer PayMeRt,Owner's accountants' reoort.

  § 1:U.5lf, s&I399Efllellt te fiRel payFIIeRt &Be at llte C>waer's Felflles£; !he Geatra:eter ifteefS eests Elesel'$ed iR A.rtiele 7
  BR~ Ret e~~elllded lly Artiele 8 te ea~et Elefeslive ar eeReeRfeFRiiag Werk, llte OwAer sllan reilllbll£6e tile
  CeRtraetar sueh east& aRS the GaRtfa.eter's Fee applieallle lherete 9R the same llasis as if s11eh east& haEI bee&
  iBeliMEI f.'fier te fiMl peyme&~ l111t aet ill &JHie86 ef !he Gu816Aieed MaMiiiiiiAI Pfiee. If tbe GeRtRieter has
  paraeipated iB &a¥iBg& ae !!f9Yided in Seefies j.~. 1M ameiHit ef swah saviRgs shaU 13e ~eeale11late8 a~~EI &flfJFefJriate
  eresit git;en te lbe OwRer in determining 1M Ret 8JR911Rt te l3e paid lly the 0vfRef te the GaRtraGter.

  ARTICLE 13 TERMINATION OR SUSPENSION
  § 13.1 The Contract may be terminated by the Contractor, or by the Owner for convenience, as provided in Article
  14 of AlA Document A201-1997. However, the amount to be paid to the Contractor under Section 14.1.3 of AlA
  Document A201-1997 shall not ~the BHI911Rt !he Centraeter we11IEi 13e e&~i£1eEi Guaranteed Max.irnum
  ~to reeei¥e 11RE1er 8ee8ea 13.a llelew, e~teept that the CeRtraeter's Jlee shall be saleulateEi as if !he Wefk had
  •B fltHy ea111pletedey dte Ceslfaeter, inelwEliRg a reaseaaele estimate ef the Cast ef !he Wefk fer WeI'll Ret
  aet11ally ee111pletes.excee4cd.,

  § 13.2 The Contract may be terminated by the Owner for cause as provided in Article 14 of AlA Document A201-
  J997. The amount. if any, to be paid to the Contractor under Section 14.2.4 of AlA Document A201-1997 shall not
  cause the Guaranteed Max.imum Price to be exceeded, nor shall it exceed an amount calculated as follows:

  § 13.2.1 Take the Cost of the Work incurred by the Contractor to the date of tennination;

  § 13.2.2 Add the Contractor's Fee computed upon the Cost of the Work to the date of termination at the rate stated in
  Section 5.1.2 or, if the Contractor's Fee is stated as a fixed sum in that Section. an amount that bears the same ratio
  to that fixed-sum Fee as the Cost of the Work at the time of termination bears to a reasonable estimate of the
  probable Cost of the Work upon its completion; and

  § 13.2.3 Subtract the aggregate of previous payments made by the Owner.

  § 13.3 The Owner shall also pay the Contractor fair compensation, either by purchase or rental at the election of the
  Owner, for any equipment owned by the Contractor that the Owner elects to retain and that is not otherwise included
  in the Cost of the Work under Section 13.2.1. To the extent that the Owner elects to take legal assignment of
  subcontracts and purchase orders (including rental agreements), the Contractor shall, as a condition of receiving the
  payments referred to in this Article I 3, execute and deliver all such papers and take all such steps, including the
  legal assignment of such subcontracts and other contractual rights of the Contractor, as the Owner may require for
  the purpose of fully vesting in the Owner the rights and benefits of the Contractor under such subcontracts or
  purchase orders.

  § 13.4 The Work may be suspended by the Owner as provided in Article 14 of AlA Document A201-l997; in such
  case, the Guaranteed Maximum Price and Contract Time shall be increased as provided in Section 14.3.2 of AlA

  AlA Document A111l"M - 1997. Copyright ~ 19-20, 1925, 1951, 1958, 1961, 1963, 1967. 1974, 1978, 1987 and 1997 by The American lns«tute ot Archh&cts.
  All rlghte reeerwd. WARNING: Thla AlA• Oocumemls protected by u.s. Copyright law and International Treatlea. Unauthorlltd reproduction o.                12
  distribution of this AlA• Document. or any portion of It, may result In severe clvU and criminal penalties, and will be prosccu1ed to the meximum
  extent possible under the law. This document was produced by AlA sottwan1 8115:11:31 on 0511912006 under Order No.1000182995_ t wNch expires on
  712312006, and Is not tor resllle.
  U•r Notes: Clayco At 11 • Koll · lnleNioenter · Dallas v3 (5·19.06)                                                                       (2347931739)




R.P. Appx. 336                                                                                                                                       25
  Document A201-1997 except that the tenn "profit" shall be understood to mean the Contractor's Fee as described in
  SeGlieAS Section 5.1.2 &Ad SeetieA 6.4 of this Agreement

  ARTICLE 14 MISCB.LANEOUS PROVISIONS
  § 14.1 Where reference is made in this Agreement to a provision of AlA Document A201-1997 or another Contract
  Document, the reference refers to that provision as amended or supplemented by other provisions of the Contract
  Documents.

  § 14.2 Payments due and unpaid under the Contract shall bear interest from the date payment is due at the rate stated
  below, or in the absence thereof, at the legal rate prevailing from time to time at the place where the Project is
  located.
  (Insert rate ofinterest agreed upon, if any.)


  One oercent (1%) over the "prime rate" as reoorted in The Wall Street Journal.

  (Usury laws and requirements under the Federal Truth in Lending Act, simiwr state and local consumer credit laws
  and other regulations at the Owner's and Contractor's principal places ofbusiness, the location of the Project and
  elsewhere may affect the validity ofthis provision. U!gal advice should be obtained with respect to deletions or
  modifications, and also regarding requirements such as written disclosures or waivers.)

  § 14.3 The Owner's representative is:
  (Name, address and other infonnation.)




  Mike Rosamond
  8411 Preston Road, Suite 700
  Dallas. Texas 75225

  With copy of all notices to:
  Wayne Angel
  8411 Preston Road. Suite 700
  Dallas. Texas 75225

  § 14.4 Tbe Contractor's representative is:
  (Name, address and other infonnation..)




  Attn:Tom Sieckhaus
  Clayco. Jnc.
  2199 lnneffielt Business Center Drive
  StLouis. Missouri 63114

  At all times during the course of the Project Contractor shall orovide at the job site a qualified. competent and
  res,ponsible suoervisor who shall be satisfactorv to Owner. The supervisor shall be Doug Gellner. Any cmoloyee of
  Contractor reasonably deemed by Owner to be objectionable shall be removed from the job site promptly uoon
  Owner request and shall be promptly replaced by Contractor at no extra exoense to Owner. Contractor shall
  nevertheless retain all authoritv and control oyer its emo!oyees. including resoonsibilitv for all costs arising from
  providing reasonable accommodations for its emp1oyees.

  § 14.5 Neither the Owner's nor the Contractor's representative nor the supervisor shall be changed without ten days'
  written notice to the other p&fty:party and only wjth the other partv's approval. which approval may not be
  unreasonably wjthbeld or delayed.
  AlA Document A111'"" - 1997. Copyright @ 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of Arcllltects.
  AU rfghta re•rved. WARNING: Thla AlA" Document Is proleeted by U.S. Copyright Law and fnternlltlonal Treatlea. Unauthorized reproduction or              13
  distribution ot thla AlA" Document, or any portion ot It, may nlliiUitln severe clvU and criminal penelliM, and will be prosecuted to the maximum
  extent possible under the taw. This document was produced by AlA soltwat& at 15:11:31 on05119/2006 under Order No.t000182995_1 which expires on
  712312006, and is not tor resale.
  u - Not": Clayco A111 • Koll • lnteHioenter · Dallas V3 (5-19·06)                                                                         (2347931739)




R.P. Appx. 337                                                                                                                                        26
  § 14.6 Other provisions:


             .I       If there is any conflict among the Contract Documents. then the following priority shall be given
             to the same: firsl. the provisjons of any Change Orders, Change Directives or other modifications shall
             govern. with later modifications contrnmng over earlier modifications. second. this Agreement <Allll
             shall govern. third. the proyjsjons of the General Conditions (A2Ql ). shall govern. fourth. the most recent
             version of the Drawings §pproved by Owner and Contractor in writing shall govern. and fifth. !he Outline
             Specs shall govern (provided that as to design matters. the Outline Specs shall govern over Alll or A201 ).

             .2        ·The Owner represents that it is the owner of fee sjropJe title to the land on which the Project wit I
             be constructed (the "Land")

             .3       The Owner is committed to providing a safe working environment on the jobsite. In endeavoring
             to achieve a safe workplace. the Owner regujres that the Contractor implement a substance abuse policy
             covering all Contractor. Subcontractor. and Sub-subcontractor employees of any tier throughout the
             duration of this Project. Contractor agrees that such oolicy shall be in accordance with the Contractor' s
             corporate substance abuse oolicy: provided that such po}icy shall meet or exceed the standards set forth by
             the St. Louis Construction lndusny Substance Abuse Consortium.

  ARTICLE 15 ENUMERATION Pf CONTRACT DOCUMENTS
  § 15.1 The Contract Documents, except for Modifications issued after execution of this Agreement. are enumerated
  as follows:

  § 15.1.1 The Agreement is this executed 1997 edition of the Standard Form of Agreement Between Owner and
  Contractor, AlA Document All I 1997.Aill-1997. as modified herein.

  § 15.1.2 The General Conditions are the 1997 edition of the General Conditions of the Contract for Construction,
  AlA Document .MQl l997.A20l-1997. as modified in the fonn attached to this AiJeement.

  § 15.1.3 The Supplementary and other Conditions of the Contract are those contained in the Project Manual dated
  , and are as foUows:

  DeGYII8Rt



  § 15.1.4 The Specifications are those contained in the Project Manual dated as in Section 15.1.3, and are as follows:
  (Either list the Specifications here or refer to a" exhibit attached to this Agreement.)


  See Outline Specs.
  $eGtiM



  § 15.1.5 The Drawings are as fellews, &Rd are dated uR.les& a differeRt dale is 9hewR eelew;follows:
  (Either list the Drawings here or refer to an e;chibit attached to this Agreement.)


  See Outline Specs.
  N4MMeF



  § 15.1.6 The Addenda, if any, are as follows:

  AlA Document A111 111 - 18e7. Copyright @ 1920, 1925, 1951, 1958, 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The Ame(ICan lnstitule of Arctlltects.
  All rlg!Q reseMCL WARNING: This /IJA• Document Is protected by U.S. Copyright lew and lnternaUonal Treaties. Unauthorized reproduction or                 14
  dl8trlbutlon of this AlA,. Document, or any portion of It, may rvsult In sewr. civil~ criminal penalties, and w" l be prosecU1ed to the max.lmum
  extent possible under the law. TNs doclment was produced by AlA soltw8t8 at 15:11 :31 on 0511912006 under Order No. 1000182995_1 which e~plres on
  7/2Jt2006, and IS not for resale.
  U•r Notes: Clayto A11 1 • Koll • lntelllcenter · Dallas v3 (5-19·08)                                                                    (2347931739)




R.P. Appx. 338                                                                                                                                         27
I~
 Portions of Addenda relating to bidding requirements are not part of the Contract Documents unless the bidding
 requirements are also enumerated in this Article 15.

 § 15.1.7 Other Documents, if any, forming part of the Contract Documents are as foUows:
 (Ust here any additional documents, such as a list ofalternates that are intended to form part ofthe Contract
 Documents. AlA Document A20J-1997 provides that bidding requirements such as advertisement or invitation to
 bid, Instructions to Bidders, sample forms and the Contractor's bid are not part ofthe Contract Documents unless
 enumerated in this Agreement. They should be listed here only if intended to be part of the Contract Documents.)



 The C!ayco Control Budget attacbed flereto as Exhibit "C". The Clayco Control Budget is not attache4 for the
 puroose of Ca) establishini a maximum cost of each such item. it being agreed that the Contractor's sole obligation
 with respect to the Cost of the Work is set forth in Paragraph 5.2.1 herein. or (b) defining the scope of the Work that
 the Contractor is obligated to provide under this Contract it bejng agreed that the Outline Specs and the other
 Contract Documents Cexcludjng such Control Budget) shall define the Contractor's scope of Work.

 ARTICLE 16 INSURANCE AND BONDS
 (List required limits ofliability for insurance and bonds. AlA Document A201· 1997 gives other specific
 requirements for insurance and bonds.)

 lype ef IRIWRIAee                                                    biRII& ef Uallllhy ($ 0.110)

 The Contractor will obtain and majntain at all times Builder's Risk insurance for the Proiect and such insurance
 shall name the Owner. Owner's eguitv Partner and Owner's construction lender as additional insureds, Current
 evi<Jence of such insurance shall be furnished to Owner upon reguess. Contractor will maintain the following
 inswance coverue: fi) a policy of commercial gencralljabllity insurance (occurrence form) as described in
 oaragraph 11.1 of the Genera] Conditions CA201l wjth coyerage limits of not less than $1.()()().QQO per occurrence
 and $2.Q()Q.()()() in the aggregate. (ji) employer's liability coverage with limits of not less than $l.OOO,QQO,
 Ciii) worker's compensation with limits of not less than $1 .OOO,QQO covering all persons employed bv Contractor in
 the conduct of its operations at the Project (including the all states endorsement and, if aPPlicable. the volunteers
 endorsement>. (iv) automobile liability coverage of not less than $1.000,()()(). (y) umbrella policy of commercial
 general liabjlity insurance wjth limits of not less than $10.000,()()(). Such insurance policies sball be issuec! by
 insurance companies with a rating of not less than A-Class ym in the latest edition of Best's Insurance Guide.
 Owner and Prudential Insurance Company of America ("Prudential") shall be a named additional insured partv on
 all such insurance poljcjes. and Contrac!Qr shall deliver to Owner certified copies of such insurance oolicies,
 together with certificates evidencing the coverage of Owner and Prudential under all such insurance policies and a
 certified copy of the declarations page to each of the insurance policies. promptly uoon issuance or ~newal thereof.

 Simultaneously with the execution hereof, Contractor shall enter into the Construction Indemnity and Assignment in
 the form ·attached hereto as Exhibit "D".




  AlA Document A1HTM -1997. COpyright tC 1920, 1925, 1951, 1958. 1961, 1963, 1967, 1974, 1978, 1987 and 1997 by The American Institute of Arcl'!nects.
  All right• reservtd. WARNING: This AlA• Oooomentlt protected by U.S. Copyright Law and 1nterna11onll Trea1les. Un.,thor1%ed reproduction or             15
  dislrllxltlon olthls AlA• Document, or any portion of It, may result in severe civil and criminal penahles, and wMI be proteeuted to the maximum
  exten1 possible under 1he law. This docU'Il90t was produced by AlA software a115:11:31 on 05/1912006 under Order No.1000182995_ 1 which expiM on
  712312006, ancl Is n01 for resale.
  u- Note1: Clayco A111 • KOII · lntelicenter • Dallas v3 (S·19·06)                                                                     (2347931739)




R.P. Appx. 339                                                                                                                                       28
 This Agreement is entered into as of the day and year first written above and is executed in at least three original
 copies, of which one is to be delivered to the Contractor, one to the Architect for use in the administration of the
 Contract, and the remainder to the Owner.




 Exhibit "A"- Project Schedule
 Exhibit "B"- Ou!line Specifications & Drawings
 Exhibit "C" - Clayoo Control Budget
 Exhibit ''D"- Construction ln<lemnjty and Assignment
 Exhibit "E"- Architect's Cenificate
 Exhibit "F'- Cjvjl Engineer's Certificate
 Exhibit "0"- Contractor's Consent and Agreement

 THIS AGREEMENT CONTAINS A BINDING ARBITRATION
 PROVISION WHICH MAY BE ENFORCED BY THE PARTIES.
 INTP.!..L!CBNTF.R. DA1LAS INYRS'TMFNJ'S U.P                       C!.A)'CO. INC.
   By: KDC-HPB !nyesnneots Dallas. IJ>.
     l!s paanC(
     By: KPC-HPB Inyesupeots Pallas GP. u.c.
      jts genqaJ partner
      Bv: Koll Development Company I. !.,P.. Member
        By; swy, U.C. Mana&jpg Oencnl Partner


 OWNER (Signature)




 (Printed name and title)                                         (Printed name and title)
                                                                     VIN" /It~!...,- ~~                     OAPtffl4




 AlA Document A111""'-1997. COpyright C 1920, 1925, 1951, 1958, 1961, 1963, 1987, 1974, 1978, 1987 an:! 1997 by The American lnstitule of Architects.
 All rigllll ,...rved. WARNING: This AlA• Document is PfOiecled by U.S. Copyright Law and lnterollllonal Treatlte. Unauthorized reproduction or             16
 distribution of this AlA• Document, or any portion ot It, may reeult in severe civil and criminal penalties, and will be proseculed to the maximum
 extent possible under the law. This document was produced by AlA sollWIIre at 15:11:31 on 0511912006 under Order No.1000182995_t which expires on
 712312006, and Is no1 for resale.
 User Notte: Clayco A111 - Koll • lntelllcenter. Dallas v3 (5·19·06)                                                                        (2347931739)




R.P. Appx. 340                                                                                                                                         29
         AlA Document A201™- 1997
General Conditions of the Contract for Construction

 for the following PROJECT:
(Name and location or address):


The design and construction of a 4-story speculative office building. consisting of
approximately 211.637 gross square feet. located at 3701 Regent Blvd., Irving, Texas.                               T~is document   has Important
                                                                                                                    legal consequences.
THE OWNER:                                                                                                          Consultation with an attorney
(Name and address):                                                                                                 Is encouraged with respect to
                                                                                                                    its completion or modification.

lntellicenter Dallas Investments. LLP                                                                               This document has been
                                                                                                                    approved and endorsed by The
81 15 Preston Rd., Suite #700
                                                                                                                    Associated General Contractors
Dallas. TX 75225
                                                                                                                    of America

THE ARCHITECT:
(Name and address):

FS Architecture. PC
c/o Forum Studios. Inc.
2199 Innerbelt Business Center Drive
St. Louis, Missouri 63114



TABLE OF ARTICLES

1          GENERAL PROVISIONS

2          OWNER

3          CONTRACTOR

4          ADMINISTRATION OF THE CONTRACT

5         SUBCONTRACTORS

6          CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS

7         CHANGES IN THE WORK

8         TIME

9          PAYMENTS AND COMPLETION

10         PROTECTION OF PERSONS AND PROPERTY

11        INSURANCE AND BONDS

AlA Document A201"' -1997. Copyright © 1911 . 1915, 1918, 1925, 1937, 1951, 1956, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document Ia protected by U.S. Copyright Law and International Treatlea. Unauthorized       1
reproduction or distribution of this AlA• Document, or any portion ollt, may result In severe civil and criminal penalties, and will be prosecuted to the
maximum extent possible under the lew. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
expires on 7/23/2006, and is not for resale.
User Notes: Ciayeo A201 - Koll · lntelllcenter - Dallas v2 (5-19•06)                                                                       (986536188)

R.P. Appx. 341                                                                                                                                30
12         UNCOVERING AND CORRECTION OF WORK

13         MISCELLANEOUS PROVISIONS

14         TERMINATION OR SUSPENSION OF THE CONTRACT




AlA Document A201 111 -1997. Copyright Clil1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserv~ WARNING: This AlA• Document Ia protected by U.S. Copyright Law and lntema1lonal TreaUes. Unauthorized            2
reproduction or distribution of this AlA Document, or any portion of It, may reault In severe c:lvll and criminal penellles, and will be prosecuted to the
maximum eJCtent poulble under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
expires on 7/2312006, and is not for resale.
User Notes: Clayco A201 • Koll -lntalliconter · Dallas v2 (5· 19·06)                                                                        (986536188)

R.P. Appx. 342                                                                                                                                 31
INDEX                                                                        3.1.3, 4.2, 4.3.4, 4.4, 9.4, 9.5
(Numbers and Topics in Bold are Section Headings)                            Architect's Appmvals
                                                                             2.4, 3.1.3, 3.5.1' 3.10.2, 4.2.7
Acceptance of Nonconforming Work                                             Architect's Authority to Reject Work
9.6.6, 9.9.3, 12.3                                                           3.5.1, 4.2.6, 12.1.2, 12.2.1
Acceptance of Work                                                           Architect's Copyright
9.6.6,9.8.2, 9.9.3, 9.10.1, 9. 10.3, 12.3                                    1.6
Access to Work                                                               Architect' s Decisions
3.16, 6.2. 1, 12.1                                                           4.2.6, 4.2.7, 4.2. 11 , 4.2.12, 4.2.13, 4.3.4, 4.4. 1' 4 .4.5,
Accident Prevention                                                          4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3.1 , 9.2, 9.4,
4.2.3, 10                                                                    9.5.1,9.8.4, 9.9. 1, 13.5.2, 14.2.2,14.2.4
Acts and Omissions                                                           Architect's Inspections
3.2, 3.3.2, 3. 12.8, 3.18, 4.2.3, 4.3.8, 4.4.1, 8.3.1,                       4.2.2, 4.2.9, 4 .3.4, 9 .4.2, 9.8.3, 9.9.2, 9. 10.1, 13.5
9.5.1, 10.2.5, 13.4.2, 13.7, 14.1                                            Architect's lnstructions
Addenda                                                                      3.2.3, 3.3.1, 4.2.6, 4.2.7, 4.2.8, 7.4.1' 12.1 , 13.5.2
1.1.1,3.11                                                                   Architect' s Interpretations
Additienal Costs, Claims for                                                 4.2.11, 4.2. 12, 4.3.6
4.3.4, 4.3.5, 4.3.6, 6.1. I, 10.3                                            Architect's Project Representative
Additional Im;pections and Testing                                           4.2. 10
9.8.3, U.2.1, 13 .5                                                          Architect's Relationship with Contractor
Additional Time, Claims for                                                  1.1.2, 1.6, 3.1.3, 3.2.1, 3.2.2, 3.2.3, 3.3. 1, 3.4.2, 3.5.1 ,
4.3.4, 4.3.7, 8.3.2                                                          3.7.3, 3.10, 3. 11, 3.12, 3. 16, 3.18, 4.1.2, 4.1 .3, 4.2,
ADMINISTRATION OF THE CONTRACT                                               4.3.4, 4.4.1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1 , 9.2, 9.3, 9.4,
:u .3, 4, 9.4, 9.5                                                           9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12,
Advertisemeot or Invitation to Bid                                           13.4.2, I 3.5
l. L.l                                                                       Architect' s Relationship with Subcontractors
Aesthetic Effect                                                             ] .1.2, 4.2.3, 4.2.4, 4.2.6, 9.6.3, 9.6.4, 11.4.7
4.2.13,4.5.1                                                                 Architect's Representations
Allowances                                                                   9.4.2, 9.5.1, 9 .10.1
3.8                                                                          Architect' s Site Visits
All-fisk lnsurance                                                           4.2.2, 4.2.5, 4.2.9, 4.3.4, 9.4.2, 9.5.1, 9.9.2, 9. J0.1 ,
11 .4. 1.1                                                                   13.5
Applications for Payment                                                     Asbestos
4.2.5, 7.3.8, 9.2, 9.3, 9.4, 9.5. 1, 9c6.3, 9.7.1 , 9.8.5,                   10.3.1
9.1 0, 11.1.3, 14.2.4, 14.4.3                                                Attorneys' Fees
Approvals                                                                    3. 18.1 , 9.10.2, 10.3.3
2.4, 3.1.3, 3.5, 3.10.2, 3. 12, 4.2.7, 9.3.2, 13.4.2, 13.5                   Award of Separate Contracts
Arbitration                                                                  6.1.1, 6.1.2
4.3.3, 4.4, 4.5.1' 4.5.2, 4.6, 8.3.1, 9.7.1' 11.4.9,                         A ward of Suibcontracts and Other Contracts for
11.4.10                                                                      Portions of the Work
Architect                                                                    5.2
4.1                                                                          Basic Definitions
Architect, Definition of                                                     1.1
4.1.1                                                                        Bidding Requirements
Architect, Extent of Authority                                               l.l.l, 1.1.7, 5·.2. 1, JJ.5. J
2.4, 3.12.7, 4.2, 4.3.6, 4.4, 5.2, 6.3, 7.1.2, 7.3.6, 7.4,                   Boiler and Machinery Insurance
9.2, 9.3.1 , 9.4, 9.5, 9.8.3, 9.10. 1, 9.10.3, 12.1 , 12.2.1 ,               11.4.2
13.5.1, 13.5.2, 14.2.2, 14.2.4                                               Bonds, Lien
Architect, Limitations of Authority and                                      9 . 10.2
Responsibility                                                               Bonds, Performance, and Payment
2. 1.1, 3.3.3, 3.12;4, 3.12.8, 3. I 2.1 0, 4. 1.2, 4.2.1,                    7.3.6.4, 9.6.7. 9.10.3, 11.4.9, 11.5
4.2.2, 4.2.3, 4.2.6, 4.2.7, 4.2.10, 4.2.12, 4.2.13, 4.4,                     Building Permit
5.2.1 ' 7.4, 9.4.2, 9.6.4, 9.6.6                                             3.7.1
Architect's Additional Services and Expenses                                 Capitalization
2.4, 11.4. 1.1, 12.2.1, 13.5.2, 13.5.3, 14.2.4                                1.3
Architect's Adminis~ratioo of the Contract                                   Certificate of Subst.antial Completion

AlA Document A201m -1997. Copyright © 1911. 19t 5, 19t8, 1925. 1937, 1951, 1958. 1961. 1963, 1966, t 970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document Is protected by U.S. Copyright Law and International Treaties. Unauthorb:ed         3
reproduction or dfatrlbullon of this AlA• Document, or any portion of It, may result In severe c:tvlland c:rlmlnal penalties, and will be prosecuted to the
maximum extent possible under the law. This document was produced by AlA software at 14.:42:43 on 05119/2006 under Order No.1000t 82995_ t which
expires on 7/23/2006, and is not tor resale.
User Notes: Clayco A201 • Koll · lntelllcenter · Dallas v2 (5· 19·06)                                                                        (986536188)

R.P. Appx. 343                                                                                                                                  32
9.8.3, 9.8.4, 9.8.5                                                          1.6.1, 3.2.2, 3.6, 3.7, 3.12.10, 3.13, 4.1.1, 4.4.8, 4.6.4,
Certificates for Payment                                                     4.6.6, 9.6.4, 10.2.2, 11.1, 11.4, 13.1, 13.4, 13.5.1,
4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6. I, 9.6.6, 9.7.1 , 9.10. 1,               13.5.2, 13.6, 14.1.) , 14.2.1.3
9.10.3, 13.7, 14.1.1.3, 14.2.4                                               Concealed or Unknown Conditions
Certificates of Inspection, Testing or Approval                              4.3.4, 8.3.1 , 10.3
13.5.4                                                                       Conditions of the Contract
Certificates of Insurance                                                    1.1.1 , 1.1.7, 6.l.l, 6.1.4
9.1 0.2, 11.1.3                                                              Consent, Written
Change Orders                                                                1.6. 3.4.2, 3.12.8. 3.14.2, 4.1 .2, 4.3.4, 4 ..6.4, 9.3.2,
1.1.1 , 2.4.1' 3:4.2, 3.8.2.3, 3. 11.1 , 3.12.8, 4.2.8, 4.3.4,               9.8.5, 9.9.1, 9.1 0.2, 9.1 0.3, 11.4.1 , 13.2, I 3.4.2
4.3.9, 5.2.3, 7.1, 7.2, 7.3, 8.3.1, 9.3.U, 9.10.3,                           CONSTRUCTION BY OWNER OR BY
I I .4.1.2, I 1.4.4, 11.4.9, 12.1.2                                          SEPARATE CONTRACTORS
Cbange Orders, Definition of                                                 1.1.4, 6
7.2.1                                                                        Construction Change Directive, Definition of
CHANGES IN THE WORK                                                          7.3.1
3.ll, 4.2.8, 7, 8.3. 1, 9.3.1.1, 11.4.9                                      Construction Change Directives
Claim, Definition of                                                         1.1.1, 3.12.8, 4.2.8, 4.3.9, 7.1, 7.3, 9.3.).1
4.3.1                                                                        Construction Schedules, Contractor's
Claims and Disputes                                                          1.4. 1.2, 3.1 0, 3.12. I ' 3.12.2, 4.3.7 .2, 6.1.3
3.2.3, 4.3, 4.4, 4.5, 4.6, 6.l.l, 6.3, 7.3.8, 9.3.3, 9.10.4,                 Contingent Assignment of Subcontracts
10.3.3                                                                       5.4, 14.2.2.2
Claims and Timely Assertion of Claims                                        Continuing Contract Performance
4.6,5                                                                        4.3.3
Claims for Additional Cost                                                   Contract, Definition of
3.2.3, 4.3.4, 4.3.5, 4.3.6, 6. I .I , 7 .3.8, 10.3.2                         1.1.2
Claims for Additional Time                                                   CONTRACT, TERMINATION OR
3.2.3, 4.3.4, 4.3.7, 6.1. I , 8.3.2, 10.3.2                                  SUSPENSION OF THE
Claims for Concealed or Unknown Conditions                                   5.4.1.1, 11.4.9, 14
4.3.4                                                                        Contract Administration
Claims for Damages                                                           3.1.3, 4. 9.4, 9.5
3.2.3, 3.18, 4.3. 10, 6.1.1, 8.3.3, 9.5.1 , 9.6.7, 10.3.3,                   Contract Award and Execution, Conditions Relating
1 J.l.l, 11.4.5, 11.4.7, 14.1.3, 14.2.4                                      to
Claims Subject to Arbitration                                               3.7.1,3.10,5.2,6. 1, 11.1.3, 11.4.6, 11.5.1
4.4.1 , 4.5.1, 4.6.1                                                        Contract Documents, The
Cleaning Up                                                                 1.1, 1.2
3.15,6.3                                                                    Contract Docu ments, Copies Furnished and Use of
Commencement of Statutory Limitation Period                                 1.6, 2.2.5, 5.3
13.7                                                                        Contract Documents, Definition of
Commencement of the Work, C6nditions Relating to                            1.1.1
2.2.1, 3.2.1 ' 3.4.1' 3.7. 1' 3.10.1, 3.12.6, 4.3.5, 5.2.1'                 Contract Sum
5.2.3, 6.2.2, 8.1 .2, 8.2.2, 8.3.1' 11.1, 11.4.1' 11.4.6,                   3.8, 4.3.4, 4.3.5, 4.4.5, 5.2.3, 7.2, 7.3, 7.4, 9.1, 9.4.2,
11.5.1                                                                      9.5. 1.4, 9.6.7, 9.7, 10.3.2, ll.4.1, 14.2.4, 14.3.2
Commencement of the Work, Definition of                                     Contract Sum, Definition of
8.1.2                                                                       9.1
Communications Facilitating Contract                                        Contract Time
Administration                                                              4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1.3, 7.3, 7.4, 8. 1.1 , 8.2,
3.9.1,4.2.4                                                                 8.3.1 , 9.5.1, 9.7, 10.3.2, 12.1.1, 14.3.2
Completion, Conditions Relating to                                          Contract Time, Definition of
1.6.1 ' 3.4.1, 3.11, 3.15, 4 .2.2, 4.2.9, 8.2, 9.4.2, 9.8,                  8.1.1
9.9.1, 9.10, 12.2, 13.7, 14.1.2                                             CONTRACTOR
COMPLETION, PAYMENTS AND                                                    3
9                                                                           Contractor, Definition of
Completion, Substantial                                                     3.1, 6.1.2
4.2.9, 8.1.1 , 8.1.3, 8.2.3, 9.4.2, 9.8, 9.9.1, 9. 10.3,                    Contractor's. Construction Schedules
9.10.4.2, 12.2, 13.7                                                        1.4.1.2, 3.10, 3.12.1, 3.12.2, 4.3.7.2, 6.1.3
Compliance with Laws                                                        Contractor's Employees


AlA Document A20f'"' -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document 11 protected by U.S. Copyright Law and International Treaties. Uneulhor~ed        4
reproduction or distribution of thll AlA• Document, or any portion ollt, may result In severe civil and criminal penalties, and will be prosecuted to the
maximum extent poaslble under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
expires on 712312006, and is not lor resale.
User Notes: Clayco A201 • Koll • lntellicenter • Dallas v2 (5·19.06)                                                                       (986536188)

R.P. Appx. 344                                                                                                                                 33
 3.3.2, 3.4.3, 3.8. 1, 3.9, 3.18.2, 4.2.3, 4.2.6, 10.2, 10.3,                6.2.5, 3.14
 I 1.1.1 , 11.4.7, 14.1, 14.2. 1.1 ,                                         Damage to Construction or Owner or Separate
 Contractor 's Liability Insurance                                           Contractors
11.1                                                                         3. 14.2, 6.2.4, 9.2.1.5, I 0.2. 1.2, 10.2.5, 10.6, 11.1 ,
Contractor's Relationship with Separate Contractors                          I I .4, 12.2.4
and Owner's Forces                                                           Damage to the Work
3.12.5, 3.14.2, 4.2.4, 6, 11.4.7, 12.1.2, 12.2.4                             3.14.2, 9.9.1.10.2.1.2, 10.2.5, 10.6, 11.4, 12.2.4
Contractor's Relationship with Subcontractors                                Damages, Claims for
1.2.2, 3.3.2, 3.18.1 , 3.18.2, 5, 9.6.2, 9.6.7, 9.10.2,                      3.2.3, 3. 18, 4.3.10, 6.1 . 1. 8.3.3, 9.5.1, 9.6.7, 10.3.3,
11.4. 1.2, 11.4.7, 11.4.8                                                    II. I. I. 11.4.5, 11.4.7, 14. 1.3, 14.2.4
Contractor's Relationship with the Architect                                 Damages for Delay
I. I .2, 1.6, 3.1.3, 3.2. 1, 3.2.2, 3.2.3, 3.3.1, 3.4.2, 3.5.1,              6. 1.1 , 8.3.3, 9 .5. 1.6, 9.7, 10.3.2
3.7.3, 3.10, 3.11, 3.12, 3.16, 3.18, 4 .1.2, 4.1.3. 4.2,                     Date or Commencement of the Work, Definition of
4.3.4, 4.4. 1, 4.4.7, 5.2, 6.2.2, 7, 8.3.1, 9.2, 9.3, 9.4,                   8.1.2
9.5, 9.7, 9.8, 9.9, 10.2.6, 10.3, 11.3, 11.4.7, 12.                          Date of Substantial Completion, Definition of
13.4.2, 13.5                                                                 8. 1.3
Contractor's Representations                                                 Day, Definition of
1.5.2, 3.5.1, 3. 12.6, 6.2.2, 8.2.1 , 9.3.3, 9.8.2                           8.1.4
Contractor's Responsibility for Those Performing the                         Decisions of the Architect
Work                                                                         4.2.6, 4.2.7, 4.2.11' 4.2. 12. 4.2. 13, 4.3.4, 4.4. 1' 4.4.5,
3.3.2, 3.18, 4.2.3, 4.3.8, 5.3.1 ' 6.1.3, 6.2, 6.3, 9.5. 1,                  4.4.6, 4.5, 6.3, 7.3.6, 7.3.8, 8.1.3, 8.3. 1, 9.2, 9.4,
10                                                                           9.5.1. 9.8.4, 9.9. 1, 13.5.2, 14.2.2, 14.2.4
Contractor's Review of Contract Documents                                    Decisions to Withhold Certification
1.5.2, 3.2, 3.7.3                                                            9.4 . 1, 9.5, 9.7, 14. 1.1.3
Contractor' s Right to Stop the Work                                         Defective or Nonconforming Work, Acceptance,
9.7                                                                          Rejection and Correction of
Contractor's Right to Terminate the Contract                                 2.3, 2.4, 3.5.1, 4.2.6. 6.2.5, 9.5. 1, 9.5.2, 9.6.6, 9.8.2,
4.3.10, 14. 1                                                                9.9.3, 9.10.4, 12.2.1. 13.7. 1.3
Contractor's Submittals                                                      Defective Work, Definition of
3.10, 3. 11 , 3.12, 4.2.7, 5.2.1, 5.2.3, 7.3.6, 9.2, 9.3,                    3.5.1
9.8.2, 9.8.3, 9.9.1, 9.10.2, 9. 10.3, 11.1.3, 11.5.2                         Definitions
Contractor's Superintendent                                                  1.1 , 2.1.1, 3.1, 3.5.1, 3.12. 1, 3.12.2, 3.12.3, 4.1.1,
3.9, 10.2.6                                                                  4 .3.1, 5. 1, 6.1.2, 7 .2. 1, 7.3. 1, 7.3.6, 8.1, 9.1 , 9.8. 1
Contractor's Supervision and Construction                                    Delays and Extensions of T ime
Procedures                                                                   3.2.3, 4.3.1 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1 , 7.3.1 ,
                                                                                           I


1.2.2, 3.3, 3.4, 3.12.1 0, 4.2.2, 4.2.7' 4.3.3, 6.1 .3,                      7.4.1, 8.3, 9.5. 1, 9.7. 1, 10.3.2, 10.6.1, 14.3.2
6.2.4, 7.1.3, 7.3.4, 7.3.6, 8.2, 10, 12, 14                                  Disputes
Contractual Liability Insurance                                              4.1.4, 4.3, 4.4 , 4.5, 4.6, 6.3, 7.3.8
ll.J . 1.8, 11.2, I 1.3                                                      Documents and Samples at the Site
Coordination and Correlation                                                 3.11
1.2, 1.5.2, 3.3.1 , 3. 10, 3.12.6, 6.1.3, 6.2.1                              Drawings. Defmition or
Copies Furnished of Drawings and Specifications                              1. 1.5
1.6, 2.2.5, 3.11                                                             Drawings and Specifications, Use and Ownership of
Copyrights                                                                   1.1.1 , 1.3, 2.2.5, 3.1 I, 5.3
1.6,3. 17                                                                    Effective Date of Insurance
Correction of Work                                                           8.2.2, 11.1.2
2.3, 2.4, 3.7.4, 4.2.1, 9.4.2, 9.8.2, 9.8.3, 9.9.1 ' 12.1 .2,                Emergencies
12.2, 13.7.1.3                                                               4.3.5, 10.6, 14.1.1.2
Correlation and Intent of the Contract Documents                             Employees, Contractor's
 1.2                                                                         3.3.2, 3.4.3, 3.8.1 , 3.9, 3.18.2. 4.2.3, 4.2.6, 10.2, 10.3,
Cost, Definition of                                                          11.1.1 , 11.4.7. 14.1 ' 14.2.1.1
7.3.6                                                                        Equipment, Labor, Materials and
Costs                                                                        I. 1.3, 1.1.6, 3.4, 3.5. 1, 3.8.2, 3.8.3, 3.12, 3.13, 3. 15.1 ,
2.4, 3.2.3, 3.7.4, 3.8.2, 3. 15.2, 4.3, 5.4.2, 6.1.1 ' 6.2.3,                4.2.6, 4.2.7, 5.2.1 ' 6.2.1 , 7 .3.6, 9.3.2, 9.3.3, 9.5. 1.3.
7.3.3.3, 7.3.6, 7.3.7, 7.3.8, 9. 10.2, 10.3.2, 10.5, 11.3,                   9. 10.2, 10.2. 1, 10.2.4, 14.2.1.2
11.4, 12.1, 12.2.1.12.2.4, 13.5, 14                                          Execution and Progress o f the Work
Cutting and Patching
AlA Document A201.,. - 1997. Copyright <l:l 1911, 1915. 1918. 1925. 1937, 1951, 1958, 1961, 1963, 1966. 1970. 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: Thla AlA• Document Is protec:ted by     u.s.
                                                                                                 Copyright Law ancllntornatlonal Treatlea. Unauthorized      5
raproductlon or dlatrlbutlon of thle AlA• Document, or any portion of It, may raeult In aevere civil and criminal panaltlea, and will be proaecutad to tha
mulmum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_1 which
expires on 7/23/2006, and Is not for resale.
User Notes: Clayco A201 • Koll - lntelllcenter · Dallas v2 (5·19·06)                                                                        (986536188)

R.P. Appx. 345                                                                                                                                 34
 1. 1.3, 1.2.1 , 1.2.2, 2.2.3, 2.2.5, 3.1 , 3.3, 3.4, 3.5, 3.7,              Insurance, Project Management Protective
3.10, 3.12, 3.14, 4.2.2, 4.2.3, 4.3.3, 6.2.2. 7.1.3, 7.3.4,                  Liability
8.2, 9.5, 9.9.1, 10.2, 10.3, 12.2, 14.2, 14.3                                11.3
Extensions of Time                                                           Insurance, Property
3.2.3. 4.3.1, 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1 ' 7.3, 7.4.1 ,               10.2.5, 11.4
9.5. 1, 9.7.1 , 10.3.2, 10.6.1 , 14.3.2                                      Insurance, Stored Materials
Failure of Payment                                                           9.3.2, 11.4. 1.4
4.3.6, 9.5.1.3, 9.7, 9. 10.2, 14.1.1.3, J4.2. 1.2, 13.6                      INSURANCE AND BONDS
Faulty Work                                                                 11
(See Defective or Nonconforming Work)                                       Insurance Companies, Consent to Partial Occupancy
Final Completion and Final P~yment                                          9.9.1, 11.4.1.5
4.2.1 , 4.2.9, 4.3.2, 9.8.2, 9.10, I I. I .2, 11.1.3, I 1.4. I,             Insurance Companies, Settlement with
11.4.5, 12.3.1, 13.7, 14.2.4, 14.4.3                                         L1.4. LO
Financial Arrangements, Owner's                                             Intent of the Contract Documents
2.2. J' J3 .2.2, '14.1.1.5                                                  1.2.1' 4.2.7, 4.2.12, 4.2.13, 7.4
Fire and Extended Coverage Insurance                                        Interest
11.4                                                                        13.6
GENERAL PROVISIONS                                                          Interpretation
1                                                                           1.2.3, 1.4, 4.1.1' 4.3. 1' 5.1' 6.1.2, 8.1.4
Governing Law                                                               Interpretations, Written
13.1                                                                        4.2.11 4.2.12, 4.3.6
                                                                                     I


Guarantees (See Warranty)                                                   Joinder and Consolidation of Claims Required
Hazardous Materials                                                         4.6.4
10.2.4, 10.3, 10.5                                                          Judgment on Final Award
Identification of Contract Documents                                         4.6.6
1.5.1                                                                       Labor and Materials, F..quipment
Identification of Subcontractors and Suppliers                              1.1.3, 1.1.6, 3.4, 3.5.1, 3.8.2, 3.8.3, 3.12, 3.13, 3. 15. 1,
5.2.1                                                                       42.6, 4.2.7, 5.2.1 , 6.2.1 , 7.3.6, 9.3.2, 9.3.3, 9.5.1.3,
Indemnification                                                             9.10.2, 10.2.1, 10.2.4, 14.2.1.2
3.J7, 3.18, 9.10.2, 10.3.3, 10.5, I 1.4.1.2, 11.4.7                         Labor Disputes
Information and Services Required of the Owner                              8.3.)
2.1.2, 2.2, 3.2.1, 3,12.4, 3.12.1 0, 4.2.7, 4.3.3, 6.1.3,                   Laws and Regulations
6.1 .4, 6.2.5, 9.3.2, 9.6.1, 9.6.4, 9.9.2, 9.10.3, I0.3.3,                  1.6, 3.2.2, 3.6, 3.7, 3.12.10. 3.13, 4.1.1, 4.4.8, 4.6,
11.2, 11.4, 13.5. 1, 13.5.2, 14.1.1.4, 14.1.4                               9.6.4, 9.9.1, 10.2.2, 11.1 , 11.4, 13.1, 13.4, 13.5.1,
Injury or Damage to Person or Proper ty                                     13.5.2, 13.6, 14
4.3.8, 10.2, 10.6                                                           Liens
Inspections                                                                 2.1.2 , 4.4.8, 8.2.2, 9.3.3, 9. 10
3.1.3, 3.3.3, 3.7.1, 4.2.2, 4.2.6, 4.2.9, 9.4.2, 9.8.2,                     Limitation on Consolidation or Joinder
9.8.3, 9.9.2, 9.10.1, 12.2.1, 13.5                                           4.6.4
Instructions tol3idders                                                     l-imitations, Statutes of
J. 1.1                                                                      4.6.3, 12.2.6, 13.7
Instructions to the Contr~ctor                                              Limitations of Liability
3.2.3, 3.3.1, 3.8.1. 4.2.8, 5.2.1, 7, 12, 8.2.2, .1 3.5.2                   2.3, 3.2.1, 3.5.1, 3.7.3, 3. 12.8, 3. 12. 10, 3. 17, 3. 18,
Insurance                                                                   4.2.6, 4.2.7, 4.2.12, 6.2.2, 9.4.2, 9.6.4, 9.6.7, 9.10.4,
3. 18.1,6.1.1 , 7.3.6, 8.2.1 , 9.3.2, 9.8.4. 9.9.1, 9 .10.2.                I 0.3.3, I 0.2.5, 11.1.2, 11.2.1 , 11.4.7, 12.2.5, 13.4.2
9.10.5, II                                                                  Limitations of Time
Insurance, Boiler and Machinery                                             2.1.2, 2.2, 2.4 , 3.2.1, 3.7.3, 3.10, 3.11' 3.12.5, 3. 15.1,
J 1.4.2                                                                     4.2.7, 4.3, 4.4 , 4.5, 4.6, 5.2, 5.3, 5.4, 6 .2.4, 7.3, 7.4,
Insurance, Contractor's Liability                                           8.2, 9.2, 9.3.1, 9.3.3, 9.4.1 , 9.5, 9.6, 9.7, 9.8, 9.9,
11.1                                                                        9.1 o. 11.1.3, 11.4.1.5, 11.4.6, 11.4.10, 12.2, 13.5,
Insurance, Effective Date of                                                13.7, 14
8.2.2, 11. 1.2                                                              Loss of Usc Insurance
Insurance, Loss of Use                                                      11.4.3
11.4.3                                                                      Material Suppliers
Insurance, Owner's Liability                                                1.6, 3.12.1, 4.2.4, 4.2.6, 5.2.1, 9.3, 9.4.2, 9.6, 9.10.5
11.2                                                                        Materials, Hazardous
                                                                            10.2.4, 10.3, 10.5
AlA Document A201TM -1997. Copyright © 1.911, 1915, 1918, 1925, 1937, 1951 , 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document Ia protected by U.S. Copyright Law and International Treaties. Unauthorized       6
reproduction or dlatr1butlon of thla AlA• OOCIIIment, or any portion ollt, may result In severe ctvn and criminal panaiUas, and will be prosecuted to the
maximum extent poal!lble under the law. This document was produced by AlA soltware at 14:42:43 on 05/1912006 under Order No.1000182995_ 1 which
expires on 712312006, and is not tor resale.
User Notes: Clayco A201 • Koil · lntelllcenter ·Dallas v2 (5-19-06)                                                                        (986536188)

R.P. Appx. 346                                                                                                                                35
Materials, Labor, Equipment and                                               1.6, 2.1.1 , 2.3, 2.4, 3.4.2, 3.8.1 , 3. 12.10. 3.14.2, 4.1.2,
I. 1.3, 1.1.6. 1.6.1 , 3.4, 3.5.1, 3.8.2, 3.8.23, 3.12, 3.13,                 4.1.3, 4.2.4, 4.2.9, 4.3.6, 4.4.7, 5.2.1, 5.2.4, 5 .4.1'
3.15.1, 4.2.6, 4.2.7, 5.2.1' 6.2.1' 7.3.6, 9.3.2, 9.3.3,                      6.1 ' 6.3, 7.2.1 ' 7 .3.1' 8.2.2, 8.3.1 ' 9.3.1' 9.3.2, 9.5.1 '
9.5.1.3, 9.10.2, 10.2.1, 10.2.4, 14.2.1.2                                     9.9.1,9. 10.2,. 10.3.2, 11.1.3, 11.3.1, 11.4.3, 1J.4.10,
Means, Methods, Techniques, Sequences and                                     12.2.2, 12.3.1,13.2.2, 14.3, 14.4
Procedures of Construction                                                    Owner's Financial Capability
3.3.1, 3.12.10, 4.2.2, 4.2.7, 9.4.2                                           2.2.1' 13 .2.2, 14.1.1.5
Mechanic' s Lien                                                              Owner's Liability Insurance
4.4-.8                                                                        11.2
Mediation                                                                     Owner's Loss of Use Insurance
4.4.1' 4.4.5, 4.4.6, 4.4.8;4.5, 4.6.1' 4.6.2, 8.3.1' 10.5                     11.4.3
Minor Changes in the Work                                                     Owner's Rel<:~tionship with Subcontractors
1.1.1' 3.12.8, 4.2.8, 4.3.6, 7.1' 7.4                                         J .l.2, 5.2. 5.3, 5.4, 9.6.4, 9.10.2, 14.2.2
MISCELLANEOUS PROVISIONS                                                      Owner's Right to Carry Out the Work
13                                                                            2.4, 12.2.4. 14.2.2.2
Modifications, Definition of                                                  Owner's Right to Clean Up
1.1. I                                                                        6.3
Modifications,to the Contract                                                 Owner's Right to Perform Construction and to
l.J.l, 1.1.2, 3.7.3, 3.11, 4.1.2, 4.2..1 , 5.2.3, 7, 8.3. 1,                  Award Separate Contracts
9.7, 10.3.2, 11.4.1                                                           6.1
Mutual Responsibility                                                         Owner's Right to Stop the Work
6.2                                                                           2.3
Nonconforming Work, Acceptance of                                             Owner's Right to Suspend the Work
9.6.6, 9.9.3, 12.3                                                            14.3
Nonconforming Work, Rejection and Correction of                               Owner's Right to Terminate the Contract
2.3, 2.4, 3.5.1' 4.2.6, 6.2.5, 9.5. 1' 9.8.2, 9.9.3, 9.1 0.4,                 14.2
12.2.1, 13.7.1.3                                                              Ownership and Use of Drawings, Specifications
Notice                                                                        and Other Instruments of Service
2.2. t, 2.3, 2.4, 3.2.3, 3.3.1, 3.7.2, 3.7 .4, 3. 12.9, 4.3,                  1. 1.1 , 1.6, 2.2.5, 3.2.1 , 3. I I. I, 3.17.1 , 4.2.12, 5.3
4.4.8, 4.6.5, 5.2. I, 8.2.2, 9.7, 9.10, 10.2.2, 1 1.1 .3,                     Partial Occupancy or Use
11.4.6, 12.2.2, 12.2.4, 13.3, 13.5. 1' 13.5.2, 14.1' 14.2                     9.6.6, 9.9, 11.4.1.5
Notice, Written                                                               Patching, Cutting and
2.3, 2.4, 3.3.1' 3.9~ 3.12.9, 3.12.10, 4.3, 4.4.8, 4.6.5,                     3.14, 6.2.5
5.2.1, 8.2.2, 9.7, 9.10, 10.2.2, 10.3, 11.1.3, 11.4.6,                        Patents
12.2.2, 12.2.4, 13.3, 14                                                      3.17
Notice of Testing and Inspections                                             Payment, Applications for
13.5.1, I 3.5.2                                                               4.2.5. 7.3.8, 9.2, 9.3, 9.4, 9.5. 1, 9.6.3, 9.7.1 , 9.8.5,
Notice to Proceed                                                             9.10.1 , 9. 10.3, 9.10.5,11.1.3, 14.2.4, 14.4.3
8.2.2                                                                         Payment, Certificates for
Notices, Permits, Fees and                                                    4.2.5, 4.2.9, 9.3.3, 9.4, 9.5, 9.6. 1, 9.6.6 , 9.7.1 , 9.10.1,
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2                                             9.10.3, 13.7, 14.1.1.3, 14.2.4
Observations, Contractor's                                                    Payment, Failure of
1.5.2, 3.2, 3.7.3, 4.3.4                                                      4.3.6, 9.5. 1.3, 9.7, 9.1 0.2, 14.1.1.3, 14.2.1.2, 13.6
Occupancy                                                                     Payment, Final
2.2.2, 9.6.6, 9.8, 11.4.1.5                                                   4.2.1 , 4.2.9, 4.3.2, 9.8.2, 9.10, I J.l.2, 11.1.3, 11.4.1 ,
Orders, Written                                                               11.4.5, 12.3.1' 13.7' 14.2.4, 14.4.3
1.1.1, 2.3, 3.9, 4.3.6, 7, 8.2.2, 11.4.9, 12.1 ' 12.2,                        Payment Bond, Performance Bond and
13.5.2, 14.3.1                                                                7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5
OWNER                                                                         Payments, Progress
2                                                                             4.3.3, 9.3, 9 .6, 9.8.5, 9. 10.3, 13.6, 14.2.3
Owner, Definition of                                                          PAYMENTS AND COMPLETION
2.1                                                                           9
Owner, Information and Services Required of the                               Payments to Subcontractors
2.1.2, 2.2, 3.2.1. 3.12.4, 3.12. 10, 4.2.7, 4.3.3, 6.1.3,                     5.4.2, 9.5. I .3, 9.6.2, 9.6.3, 9.6.4, 9.6.7, 11.4.8,
6.1.4, 6.2.5, 9.3.2, 9.6. I, 9.6.4, 9.9.2, 9.1 0.3, I 0.3.3,                  14.2.1 .2
11.2, 11.4, 13.5.1, 13.5.2, 14.1.1.4, 14.1.4                                  PCB
Owner's Authority                                                             10.3.1

AlA Document A201 111 -1997. Copyright @ 1911, 1915, 1918, 1925. 1937, 1951 , 1958. 1961, 1963, 1966, 1970, 1976. 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document is protected by U.S. Copyright Law and International Treaties. Unauthorized          7
reproduction or distribution of this AlA• Document, or any portion ollt. may result In severe civil and criminal penalties, ll!'ld will be prosecuted to the
maximum extent possible under the law. This document was produced by AlA soltware at 14:42:43 on 05/1912006 under Order No.1 000182995_1 which
expires on 7/2312006, and is not lor resale.
User Notes: Clayco A201 - Koll- lntellicenter - Dallas v2 (5-19·06)                                                                           (986536188)

R.P. Appx. 347                                                                                                                                   36
Performance Bond and Payment Bond                                            Review of Contractor' s Submittals by Owner and
7.3.6.4, 9.6.7, 9.10.3, 11.4.9, 11.5                                         Architect
Permits, Fees and Notices                                                    3.10.1 , 3.10.2, 3.1 I , 3.12, 4.2, 5.2, 6.1.3, 9.2, 9.8.2
2.2.2, 3.7, 3.13, 7.3.6.4, 10.2.2                                            Review of Shop Drawings, Product Data and
PERSONS AND PROPERTY, PROTECTION                                             Samples by Contractor
OF                                                                           3.12
10                                                                           Rights and Remedies
                                                                             I .1.2, 2.3, 2.4 , 3.5.1, 3 .15.2, 4.2.6, 4.3.4, 4.5, 4.6, 5.3,
Polychlorinated Biphenyl                                                     5.4, 6.1 , 6.3, 7 .3.1, 8.3, 9.5.1, 9.7, 10.2.5, 10.3,
10.3.1                                                                       12.2.2, 12.2.4 , 13.4, 14
Product Data, Definition of                                                  Royalties, Patents and Copyrights
3.12.2                                                                       3.17
Product Data and Samples, Shop Drawings                                      Rules and Notices for Arbitration
3.11 ' 3.12, 4.2.7                                                           4.6.2
Progress and Completion                                                      Safety of Persons and Property
4 .2.2, 4.3.3., 8.2, 9.8, 9.9.1, 14.1.4                                      10.2, 10.6
Progress Payments.                                                           Safety Precautions and Programs
4.3.3, 9.3, 9.6, 9.8.5, 9 .10.3, 13.6, 14.2.3                                3.3. 1, 4.2.2, 4.2.7, 5.3. 1, 10.1, 10.2, 10.6
Project, Definition of the                                                   Samples, Definition of
1.1.4                                                                        3.12.3
Project Management :Protective Liability                                     Samples, Shop Drawings, Product Data and
Insurance                                                                    3.11 , 3.12, 4.2.7
11.3                                                                         Samples at the Site, Documents and
Project Manual, Definition of the                                            3.11
1.1.7                                                                        Schedule of Values
Project·Manuals                                                              9.2, 9.3.1
2.2.5                                                                        Schedules,
Project Representatives                                                      1.4.1.2, 3. 10, 3.Construction 12. 1, 3.12.2, 4.3.7.2,
4.2.10                                                                       6.1.3
Property Insurance                                                           Separate Contract'> and Contractors
10.2.5, 11.4                                                                 1.1.4, 3.12.5, 3.14.2, 4.2.4, 4.2.7, 4.6.4, 6, 8.3.1 '
PROTECTION OF .fERSONS AND PROPERTY                                          11.4.7, 12. 1.2, 12.2.5
10                                                                           Shop Drawings, Definition of
Regulations and Laws                                                         3.12.1
1.6, 3.2.2, 3.6, 3.7, 3. 12.10, 3. 13, 4.1.1, 4.4.8, 4.6,                    Shop Drawings, Product Data and Samples
9.6.4, 9.9.1, 10.2.2, lJ.l , 11.4, 13.1, 13.4, 13.5. 1.                      3.11 , 3.12. 4.2.7
13.5.2, 13.6, 14                                                            Site, Use of
Rejection of Work                                                           3.13, 6.1.1, 6.2.1
3.5.1 , 4.2.6, 12.2.1                                                       Site Inspections
Releases and Waivers of Liens                                               1.2.2, 3.2.1 , 3.3.3, 3 .7. J, 4.2, 4.3.4, 9.4.2, 9.10.1 ' 13.5
9. 10.2                                                                     Site Vi.sits, Architect's
Representations                                                             4.2.2, 4.2.9, 4 .3.4, 9.4.2, 9.5.1 , 9.9.2, 9.10.1 , .1 3.5
1.5.2, 3.5.1 , 3.12.6, 6.2.2, 8.2.1 t 9.3.3, 9.4.2, 9.5. I I                Special Inspections and Testing
9.8.2, 9.10.1                                                               4.2.6, 12.2.1 , 13.5
Represe ntatives                                                            Specifications, Definition of the
2.1.1 ' 3. 1.1' 3.9, 4.1.1, 4.2. 1, 4.2.10, 5 . I. I, 5.1.2,                1.1 .6
13.2.1                                                                      Specifications, The
Resolution of Claims and Disputes                                           1.1.1 , 1.1.6, 1.1.7, 1.2.2, 1.6, 3. 11, 3.1 2. I 0, 3.17
4.4, 4.5, 4.6                                                               Statute of Limitations
Responsibility for Those Petforming toe Work                                4.6.3, 12.2.6, 13.7
3.3.2, 3.18, 4.2.3, 4.3.8, 5.3. 1, 6. 1.3, 6.2, 6.3, 9.5. I ,               Stopping the Work
10                                                                          2.3, 4.3.6, 9.7, 10.3, 14.1
Retainage                                                                   Stored Materials
9.3.1 , 9.6.2, 9.8.5, 9.9.1 , 9.10.2, 9. 10.3                               6.2.1 , 9.3.2, 10.2.1.2, 10.2.4, I 1.4.1.4
Review of Contract Documents and Field                                      Subcontractor, Definition of
Conditions by Contractor                                                    5.1.1
1.5.2, 3.2, 3.7.3, 3.12.7. 6.1.3                                            SUBCONTRACTORS
AlA Document A201.,.,. -1997. Copyright © 1911 , 1915, 1918, 1925. 1937. 1951 , 1958. 1961. 1963, 1'966, 1970, 1976, 1987 and 1997 by The Ameriean
Institute of Architects. All rights reserved. WAR NING: Thia At A• Document Ia protected by U.S. Copyright L.w and International Treatlea. Unauthorized     8
reproduction or distribution of this AIA8 Document, or any portion ollt, may result In aevere civil and criminal penalties, and will be prosecuted to the
maJCimum edent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
expires on 7/23/2006, and is not for resale.
User Notes: Clayco A201 · Koll • lntellicenter · Dallas v2 (5·19·06)                                                                       (986536188)

R.P. Appx. 348                                                                                                                                37
5                                                                             TERMINATION OR SUSPENSION OF THE
Subcontractors, Work by                                                       CONTRACT
 1.2.2, 3.3.2, 3.12.1 I 4.2.3, 5.2.3, 5.3, 5.4, 9.3. 1.2,                     14
9.6.7                                                                         Tests and Inspections
Subcontractual Relations                                                      3.1.3, 3.3.3, 4.2.2, 4.2.6, 4.2.9. 9.4.2, 9.8.3, 9.9.2,
5.3, 5.4, 9.3.1.2, 9.6, 9.10 10.2.1, 11.4 .7, 11.4.8, 14.1,                   9.10.1 , 10.3.2, 11.4.1.1 , 12.2. 1,13.5
14.2,1, 14.3.2                                                                TIME
Submittals                                                                    8
1.6, 3. JO, 3. 11 , 3.12, 4.2.7, 5.2. 1, 5.2.3, 7.3.6, 9.2,                   Time, Delays and Extensions of
9.3. 9.8, 9.9.1, 9. 10.2, 9.10.3, 11.1.3                                      3.2.3, 4.3. 1I 4.3.4, 4.3.7, 4.4.5, 5.2.3, 7.2.1 I 7.3. 1)
Subrogation, Waivers of                                                       7.4. 1, 8.3. 9.5.1, 9 .7. 1, 10.3.2, 10.6.1, 14.3.2
6. 1.1 , 11.4.5, 11.4.7                                                       Time Limits
Substantial Completion                                                        2.1.2, 2.2, 2.4, 3.2.1, 3.7.3. 3.10, 3. J I , 3 .12.5, 3.15.1.
4.2.9, 8.1.1, 8.1.3. 8.2.3, 9.4.2, 9.8, 9.9.1' 9.10.3,                        4.2, 4.3, 4.4, 4.5, 4.6, 5.2, 5.3, 5.4, 6.2.4, 7.3, 7.4,
9.10.4.2, 12.2, 13.7                                                          8.2, 9.2, 9.3.1' 9.3.3, 9.4.1' 9.5, 9.6, 9.7, 9.8, 9.9,
Substantial Completion, Defi,ni~on of                                         9.10, 11.1.3, ]1.4.1.5, 11.4.6, 11.4.10, 12.2, l3.5,
9.8.1                                                                         13.7, 14
Substitution of Subcontractors                                                Time Limits on Claims
5.2.3, 5.2.4                                                                  4.3.2, 4.3.4, 4.3.8, 4.4, 4.5, 4.6
Substitution of Architect                                                     Title to Work
4.1.3                                                                         9.3.2, 9.3.3
Substitutions of Materials                                                    UNCOVERING AND CORRECTION OF
3.4.2, 3.5.1, 7,3.7                                                           WORK
Sub-subcontractor, Definition of                                              12
5.1.2                                                                         Uncovering of Work
Subsurface Conditions                                                         12.1
4.3.4                                                                         Unforeseen Conditions
SuccessOrs and Assigns                                                        4.3.4, 8.3.1, I 0.3
13.2                                                                          Unit Prices
Superintendent                                                                4.3.9, 7 .3.3.2
3.9, 10.2.6                                                                   Use of Documents
Supervision and Construction Procedures                                       1.1.1 , 1.6, 2.2.5, 3.12.6, 5.3
1.2.2, 3..3, 3.4, 3.1 2.1 0, 4.2.2, 4.2.7, 4.3.3, 6. 1.3,                     Usc of Site
6.2.4, 7.1.3, 7.3.6, 8.2, 8.3. 1, 9.4.2, 10, 12, 14                           3.13, 6.1.1, 6.2.1
Surety                                                                        Values, Schedule of
4.4.7, 5.4.1.2, 9.8.5, 9.10.2, 9.10.3, 14.2.2                                 9.2, 9.3.1
Surety, Consent of                                                            Waiver of Claims by the Architect
9.10.2, 9.10.3                                                                13.4.2
Surveys                                                                       Waiver of Claims by the Contractor
2.2.3                                                                         4.3. 10, 9.10.5, 11.4.7, 13.4.2
Suspension by the Owner for Convenience                                       Waiver of Claims by the Owner
14.4                                                                          4.3.10, 9.9.3, 9.10.3, 9 . 10.4, 11.4.3, 11.4.5, 11 .4.7'
Suspension of the Work                                                        12.2.2. 1, 13.4.2, 14.2.4
5.4.2, 14.3                                                                   Waiver of Consequential Damages
Suspension or Termination of the Contract                                     4.3.10, 14.2.4
4.3.6, 5.4.1.1, 11.4.9, 14                                                    Waiver of Liens
Taxes                                                                         9.10.2, 9.10.4
3.6, 3.8.2.1, 7.3.6.4                                                         Waivers of Subrogation
Termination by the Contractor                                                 6.1.1, 11.4.5, 11.4.7
4.3.10, 14.1                                                                  Warranty
Termination by the Owner for Cause                                            3.5, 4.2.9, 4.3.5.3, 9.3.3, 9.8.4, 9.9.1, 9.10.4, 12.2.2.
4.3. 10, 5.4.1.1, 14.2                                                        13.7.1.3
Termination of the Architect                                                  Weather Delays
4.1.3                                                                         4.3.7.2
Termination of the Contractor                                                 Work, Definition of
14.2.2                                                                        1.1.3
                                                                              Written Consent

AlA Document A201lM-1997. Copyright <11>19 11 , 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976. 1987 and 1997 by The American
                                                                   1
Institute of Architects. All rights reserved. WARNING: This AIA Document Is protected by U:S. Copyright Law and lntornetlonal Treatlea. U'nauthoi'Ued          9
reproduction or distribution of this AlA' Document. or any portion of It, may result In seva1'81 civil end criminal penalties, snd will be prosecuted to tho
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
expir'es on 7/2312006, and is not for resale.
User Notes: Ciayeo A201 • Kolf · lntelflcenter · Dallas v2 (5·19·06)                                                                          (986536188)

R.P. Appx. 349                                                                                                                                   38
 1.6. 3.4.2, 3.12.8, 3.14.2, 4.1.2, 4.3.4, 4.6.4, 9.3.2.                      2.3, 2.4, 3.3.1. 3.9, 3.1 2.9, 3.12.10, 4.3, 4.4.8, 4.6.5,
 9.8.5, 9.9.1, 9.10.2, 9.10.3, 11.4.), 13.2. 13.4.2                           5.2.1 , 8.2.2. 9.7, 9.10, 10.2.2. 10.3. 11.1.3, 11.4.6,
 Written Interpretations                                                      12.2.2, 12.2.4, 13.3, 14
 4.2.11, 4.2.12, 4.3.6                                                        Written Orders
 Written Notice                                                               1.1.1, 2.3, 3.9, 4.3.6, 7. 8.2.2, 11.4.9, 12.1 ' 12.2,
                                                                              13.5.2, 14.3.1




AlA Document A201T10 -1997. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951. 1958, 1961 , 1963. 1966, 1970, 1976. '1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document Ia protected by U.S. Copyright Law and International Treatl&a. Unauthorized         10
reproduction or dlatrlbullon of this AlA• Document, or any portion ollt, may reault In severe civil and criminal penalties, and will be prolle'cuted to the
mliXImum extent possible under the taw. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_ 1 which
expires on 7123/2006, and is not for resale.
User Notes: Clayco A201 • Kol! • lntelllcenter • Dallas v2 (5·19·06)                                                                       (986536188)

R.P. Appx. 350                                                                                                                                  39
ARTICLE 1 GENERAL PROVISIONS
§ 1.1 BASIC DEFINITIONS
§ 1.1.1 THE CONTRACT DOCUMENTS
The Contract Documents consist of the Agree meat betweea O•.vtlef an£1 Coatraetar (hereiaafter l!!e Agreemeal),
Agreement. this specifically modified AlA Document A20 1.-1997. General Conditions of the Ceatreet (Geaerel,
S\iflfllemeatary Qflti ol!!er Coatiitioas), (" A20 I"), Ora wings, Specl1ications, Addenda issued prior to execution of the
Contract, other documents listed in the Agreement and Modifications issued after execution of the Contract. A
Modification is (1) a written amendment to the Contract signed by both parties, QL(2) a Change Oreer, (31 a
Cea:Jtffictiea Cl:lQflge Direea·'e or (4) a wFiUea omer ~r a miaor eaaage ia tl:le Work isseed by the Arehitect. Order.
Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as
bidding requirements (advertisement or invitation to bid, Instructions to Bidders, sample forms, the Contractor' s bjd
or portions of Addenda relating to bidding requirements). References herein to the "Agreement'' shall mean and
refer to the specifically modified Standard Form of Agreement Between Owner and Contractor. or Owner and
Construction Manager, which may be an AlA Document AIOI. Alii or Al2l. whichever is applicable.

§ 1.1.2 THE CONTRACT
The Contract Documents fom1 the Co.ntract for Construction. The Contract represents the entire and integrated
agreement between the parties hereto .and supersedes prior negotiations, representations or agreements, either written
or oral. The Contract may be amended or modified only by a Modification. The Contract Documents shall not be
construed to create a contractual relationship of any kind (I) between the Architect and Contractor, (2) between the
Owner and a Subconti:actor or Sub-subcontractor, (3) between the Owner and Architect or (4) between any persons
or entities other than the Owner and Contractor.Tile A:ehiteet shall, however, be eatitlea to f!er4'erataaee aae
eefel'eemeat of ol:lligaaoas Haser the Coatraet i:Rteaded to facilitate performance of the Al:chitect's duties.

§ 1.1.3 THE WORK
The term "Work" means ·the construction and services required by the Contract Documents, whether completed or
partially completed, and includes all other labor, materials, equipment and services provided or to be provided by
the Contractor to fulfill the Contractor's obligations. The Work may constitute tbe whole or a part of the Project.


§ 1.1.4 THE PROJECT
The Project is the total construction of which the Work performed under the Contract Documents may be the whole
or a part and which may include construction by the Owner or by separate contractors.

§ 1.1.5 THE DRAWINGS
The Drawings are the graphic and pictorial portions of the Contract Documents showing the design, location and
dimensions of the Work, generally including plans, elevations, sections, details, schedules and diagrams.

§ 1.1.6 THE SPECIFICAliONS
The Specifications are that portion ofthc Contract Documents consisting of the written requirements for materials.
equipment, systems, standards and workmanship for the Work, and performance of related services.

§ 1.1.7 THE PROJECT MANUAL
The Project Manual is a volume assembled for the Work which may include the bidding requirements, sampJe
forms, Conditions of the Contract and Specifications.

§ 1.2 CORRELATION AND INTENT OF THE CONTRACT DOCUMENTS
§ 1.2.1 The intent of the Contract Documents is to include all items necessary for the proper execution and
completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by
one shall be as binding as if required by all; performance by the Contractor shall be required only to the extent
consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the
indica.ted results.

§ 1.2.2 Organization of the Specifications into divisions, sections and articles, and arrangement of Drawings sh,all not
control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be
performed by any trade.


AlA Document A201"' -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute or Architects. All rights reserve~. WARNING: This AJA8 Document Is protected by U.S. Copyright Law 1nd International Treaties. Unauthorized       11
reproduction or distribution of thht AlA Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the
maximum extent poulble under tile law. This document was produced by AlA software at 14:42:43 on 05119/2006 under Order No.1 000182995_ 1 which
expires on 7/23/2006, and is not for resale.
User Notes: Clayco A201 - Koll - lntellicenter · Dallas v2 (5·19·06)                                                                       (986536188)

R.P. Appx. 351                                                                                                                                40
§ 1.2.3 Unless otherwise stated in the Contract Documents, words which have well-known technical or construction
industry meanings are used in the Contract Documents in accordance with such recognized meanings.

§ 1.3 GAPITALIZATION
§ 1.3.1 Tenns capitali7.ed in these General Conditions include those which are (I) specifically defined, (2) the titles.
of numbered ruticles or (3) tbe titles of other documents published by the American Institute of Architects.

§ 1.41NTERPRETATION
§ 1.4.1ln the interest of brevity the Contract Documents frequently omit modifying words such as "all" and "any"
and articles such as "the" and "an," but the fact that a modifier or an article is absent from one statement and appears
in another is not intende.d to affect the interpretation of either statement.

§ 1.5 EXECUTION OF CONTRACT DOCUMENTS
§ 1.5.1 The Contract Documents shall be signed by the Owner and Contractor.If either the Qv,'f!er ar CaHtraetar or
aath da Ret sigA ttl! W!e Cealfaet Doeameots, the ,'\n;hiteel shall ideotify ~I:IEll'll:lnsiga.etl Doel:lments l:lpon r:eqaest.

§ 1.5.2 Execution of the Contract by the Contractor is a representation that the Contractor has visited the site,
become generaUy familiar with local conditions under which the Work is to ibe performed and correlated personal
observations with requirements of the Contract Documents.

§ 1.6·OWNERSHIP AND USE OF DRAWINGS, SPECIFICATIONS AND OTHER INSTRUMENTS OF SERVICE
§ 1,&,1 Tile Drawing:;, Sfleeifieat:iens II:Rti etlier Elee1:1ments, iRei1:1Eiing l:l~ese iA: eleeEFeffie farm, f!reparee ey the
 Arelliteet aad the Arehiteet' 5 eea:sl:lltaats are lnSlfl:lfReRtS ef Service threl:lgA which the Werk ta ee e){eCI:IleG ey lhe
CeRlfaeter is Eleserieea. The Ceatraet~lF FHay retain one reeorEI set. ~leitller tJ:te Ceatraeter ner any 8-aaeeatraeter,
S1:1b saaeonlfas«~r or ERaterial or equipa1eat s~;~pplier seal! own or elaifR a copyright ifl the Drawi:Hgs, Speeifieatieat;
ana eY!er aeeu~Rts flFeparea by the Arelliteet er the Arekite.et' s eeftRUitaal!>, ana I:IAiess et:Aerwise iaaieatea lhe
 Arel!iteet aftd the A:fehitect'S 601lSI:IItantS SRaiJ ae SeeFHed the autREIFS ef tReffl ll:Rd will retttiR ail 69ffiRI8ft law,
statutery aM other reser¥ed rights, in additieR to lR:e eepyrights. AIJ eepies of lHstruFHents ef Serviee, e*eept the
Centraeter's reee£6 :;et, sllall ee retafAetl er sl:litaaly aeeo1:1nted fer te tile Arehiteet, eA req1:1est, 1:1pen ce!Bplet:ien et
 the Werk. The Drawiags, SpeeifieatieBs and e!:her deel:lfRBftt!i pr:etJareEI ey tke Arelliteel ttHS t:Ae Architect's
eansultaats. asa eepies tl!ereef faFRisaed te the Centraetar, are fer use salely with re~eet te tlli:; Prejeet. Tiley are
net te be 'I:!sea by the Ceattaeter er QFIY S~:~eeentraeter, S1:1e s~:~eeoatractor or ERaterial or eq~:~ipFHent Sl:lflfllier en ather
prejeets er fer edelitieas ta this Prejeet eat:1iae the seeJ!e ef !:he WerlE witheut !:he specifie written eonsent of tile
Owner, t\rehiteet ll:Ra the Ar:ehiteet's eeasl:lltants. The Ceatreetar, S~:~aeenli'aeters, .S1:1a 9ueeen~raetars aaa material
er eEJH:ipFAeat sapf!liers are autherizea te use aaEI reprea~:~ee apf!lieable pertiaas ef the Drawisgs, Sj3eeifieatiaas aad
ether aeeumentG j3Fepai'eEI ey tile Arehiteet aaa Hie t\:elliteet' s eensl:lltanl(; apJ3F8'j:lriate to aaa i"er ase in the
8l(B.el:ltiea af their '\lla.rk !lASer tile Ceel:Faet DeeumeHt:l. All 60fliBfl FHaae under !:his au!:horizatioR shall eear the
Statl:ltary 69J3)oflgRt aoaee, if any, shows 9R tile Drawings, Speeifieatians aHd ather ElaetlmeR~ flFefli:H'ea ey the
Arelliteet aHd tl!e Arehiteet's eoHsll:itants. Submittal or aistria-aties te FReet affieial reg1:1latory reEJatre!BeRtt; ar for
.ether fll:lrpeses iHeeooeetiea witll this Projeet is not to be eoRstruea at; flUelieation in aerogation oftl=le Arellitect's
er .\re!Hteet' s eeasaltants' eepyrightG ar etl!er rese£'1eEI rights.
§ 1.6.1 The Drawings, Specifications and other documents prepared by the Architect or by any engineer or other
design consultant working under the Architect or the Contractor (the "Other Design Consultants") for this Project
(the "Design Documents") are instruments of the Architect's and Other Design Consultants' service through which
the Wotk to be executed by the Contractor is described and, unless otherwise provided. the Architect and Other
Design Consultants shall be deemed the author of these documents and shall retain all common law. statutory and
other reserved rights, including the copyright until such time as the Owner has provided full and final payment to the
Contractor for all services provided by the Architect and Other Design Consultants under this Agreement. Until final
 payment has been made by Owner. the Contractor shall cause the Architect .and Other Design Consultants to grant in
writing. upon execution of this Agreement. to the Owner a fu ll and exclusive lkense for all copyright rights and
 privileges held by the Architect and Other Design Consultants with respect to the Design Documents. Such written
agreement by the Architect and Other Design Consultants shall also provide that, upon full and final payment for
Architect's and the Other Design Consultants' services. all rights reserved for the Architect and the Other Design
Consultants with respect to the Design Documents shall pass to the Owner. The Architect and Other Design
Consultants shall he permitted t() retain copies. including reproducible and electronic copies. of the Design
Documents for information and for use in the marketing of the Architect's and Other Design Consultants' services.


AlA Document A201TM -1997. Copyright © 1911, 1915, 1918. 1925, 1937, 1951, 1958. 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: Thla AlA"' Document II protected by U.S. Copyright Law eod lnternellonel Treaties. U neuthorlz;ed          12
reproduction or distribution of this AtA• DoeUl'l'lent, or tny portion of It, may result In severe- civil and criminal penaltltt, and will be prosecuted to the
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05119/2006 under Order No.1000182995_ 1 which
expires on 7/2312006, and is not for resale.
User Notes: Clayco A201 • Koll • lntellicenter • Dallas v2 (5·19·06)                                                                             (986536188)

R.P. Appx. 352                                                                                                                                      41
Architect and the Other Design Consultants shalJ also be permitted to use any standard details from the Design
Documents for other projects by the Architect o.r Other Design Consultants.

Any use of the copyright license or use or distribution of the Design Documents by the Owner. other than for this
specific project. shall be at the Owner's sole risk. The Owner waives any right to make claims and waives. to the
fullest extent permitted by law. any claim or cause of action against the Architect. the Other Design Consultants.
their employees, agents or subconsultants. which may arise out of the Owner's use of this copyright license or its use
or distribution of the Design Documents for other than this specific project without the concurrent and associated
use of the Architect's or Other Design Consultants' services. The Owner hereby agrees to defend. indemnify and
hold harmless the Contractor. Architect and Architect's consultants from any and all claims. damages. liabilities.
losses and expenses. including reasonable attorney's fees. arising out of or resulting from the use of the "instruments
of service." This docs not relieve the Architect or Other Design Consultants from their responsibility to properly
design this project for future renovations or expansions to the extent the criteria for such are specifically identified
by the Owner and documented in the programming of this project.

The Architeet and Other Design Consultants shall deliver to the Owner a complete set of the Design Documents
prepared by the Architect. Other Design Consultants or their subconsultants in the form of electronic files within
thirty (3{)) days·of the Substantial Completion date or the date of the last Owner-initiated revision, whichever is
latest. Architect and the bther Design Consultants shall also maintain an electronic copy of the Design Documents
for a period of three (3) years from the date of Substantial Completion of the Project.

ARTICLE 2 OWNER
§ 2.1 GENERAL
§ 2.1.1 The Owner is the person or entity identified as such in the Agreement and is referred to throughout the
Contract Documents as.if singular in number. The Owner shaJI designate in writing a representative who shall have
express authority to bind the Owner with respect to all matters requiring the Owner's approval or authorb.ation.
Except as otherwi$e provided in Section 4.2. 1, the Architect does not have such authority. The term "Owner" means
the Owner or the.Owner's authorized representative.

§ 2.1.2 The Owner shall furnish to the Contractor within fifteen days after receipt of a written request, information
necessary and relevant for the Contractor to evaluate, give notice of or enforce mechanic' s lien rights. Such
information shaH include a correct statement of the record legal title to the property on which the Project is located,
usuafly referred to as the site, and the Owner's interest therein.

§ 2.2 INFORMATION AND SERVICES REQUIRED OF THE OWNER
§ 2.2.1 The Owner shall, at the written request of the Contractor, prior to commencement of the Work and thereafter,
furnish to the Contractor reasonable evidence that financial arrangements have been made to fulfill the Owner's
obligations under the Contract. Furnishing of such evidence shall be a condition precedent to commencement or
continuati.o n of the Work. After such evidence has been furnished, the Owner shaJJ not materially vary such
financial arrangements without prior notice to the Contractor.

§ 2~2 Except for permits and fees, including those required under Section 3.7.1, which are the responsibility of the
Contractor under the Contract Documents, the Owner shall secure and pay for necessary approvals, easements,
assessments and charges .required for construction, use or occupancy of permanent structures or for permanent
changes in exjsting facilities.

§ 2.2.3 The Owner shall f11mish surveys describing physical characteristics, legal limitations and utility locations for
the site of the Pn~ect, Project (the "Surveys"), and a legal description of the site. The Contractor shall be entitled to
rely on the accur!!-CY of information furnished by the Owner but shall exercise proper precautions relating to the safe
performance of the Work. The Owner shall disclose. to the extent known to the Owner. the results and reports of
studies. prior tests. inspections \)r investigations conducted for the Project (collectively, the "Project Information")
involving: structural or mechanical system.~;. chemical. air and water pollution; hazardous materials; geotechnical
conditions; Surveys; studies and plans or other environmental, subsurface or concealed conditions. The Owner shall
disclose all information known to the Owner regarding the presence of hazardous materials. pollutants or
contaminants at the Project's site. The Contractor shall review all such Project Information and shall cause the
Architect, the structural engineer and other Design Professionals hired by Contractor and/or Architect to design, and


AlA Document A201.,.. -1997. Copyright © 191 1, 1915, 1918, i925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by TheAmelican
Institute of Architects. All rights reserved. WARNING: Thla AlA• Document Ia protected by U.S. Copyright Lew and International Treaties. Unauthorized          13
reproduction or distribution of thla AlA• Doc11ment, or any portion of II, may re.ult In severe civil and criminal penal tiel, and will be prosecuted to the
maximum extent possible under the IIIW. This document was produced by AlA software at 14:42:4J on 05/ 19/2006 under Order No.1 000182995~1 which
expires on 7123/2006, and is not for resale.
User Notes: Clayco A201 • Koll • lntelllcenter · Dallas v2 {5-19·06)                                                                          (986536188)

R.P. Appx. 353                                                                                                                                   42
 Contractor shall construct. the Project in accordance with the recommendations and findings set forth in such Project
 Information.

 § 2.2.4 Information or services required of the Owner by the Contract Documents shall be furnished by the Owner
 with reasonable promptness. Any other information or services relevant to me Contractor' s performance of the
 Work under the Owner's control shaJJ be furnished by the Owner after receipt from the Contractor of a written
 request for such information or services.

 § 2.2.5 Unless otherwise provided in the Contract Documents, the ContractOI will be furnished, free of charge, such
 copies of Drawings and Project Manuals as are reasonably necessary for execution of the Work.

 § 2.3 OWNER'S RIGHT TO STOP THE WORK
 § 2.3.1 If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract
 Documents as required by Section 12.2 or persistently fails to carry out Work in accordance with the Contract
 Documents, the Owner muy issue a written order to the Contractor to stop the Work, or uny portion thereof, until the
 cause for such.order has been eliminated; however, the right of the Owner to stop the Work shall not give rise to a
 duty on the part Gf the Owner to exercise this right for the benefit of the Contractor or any other person or entity,
 except to the extent required by Section 6.1.3. No part of the time lost due to any such stop work orders shall be
 made the subject of a claim for extension of time or for increased costs or damages by Contractor.

§ 2.4 OWNER'S RIGHT TO CARRY OUT THE WORK
§ 2.4.1lf the Contractor defaults or neglects to carry out the Wo rk in accordance with the Contract Document<; and
fails within a seven-day period after receipt of written notice from the Owner to commence and continue correction
of such default or neglect with diligence and promptness, the Owner may after such seven-day period give the
Contractor a second written notice to correct such deficiencies within a three-day period. If the Contractor within
such three-day period after receipt of such second notice fails to commence and continue to correct any deficiencies,
the Owner may, without prejudice to other remedies the Owner may have, correct such deficiencies. ln such case an
appropriate Change Order shall be issued deducting from payments then or thereafter due the Contractor the
reasonable cost of correcting such deficiencies, including Owner' s expenses ttfld eeftl~f:Utllat:ion fer the A:reJ:titeet's
aeEiil:ieseJ serviees made necessary by such default, neglect or failure. SYea ae!:iea ey tl:te Owner and amom1ts
ehaFged te the Cont:Fae~er aFe eet:A SYejeet te ~fier a~~re·,oal ef the ,\fel:titeet. If payment<; then or thereafter due the
Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. lf the
Contractor defaults in the Contractor's obligations to the Owner. the Architect shall grant a license to the Owner to
use the drawings. specifications. and other document'! and electronic data furnished by the Architect to the
Contractor for the completion of the Project.

ARTJCLE 3 CONTRACTOR
§ 3.1 GENERAL
§ 3.1.1 The Contractor is the person or entity identified as such in the Agreement and is referred to throughout the
Contract Documents as if singular in number. The term "Contractor" means the Contractor or the Contractor's
authorized representative.

§ 3.1.2 The Contractor shall perform the Work in accordance with the Contract Documents.

§ 3.1.3 The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract
 Documents either by activities or duties of the Architect in the Architect's administration of the Contract, or by tests,
 inspections or approvals required or performed by persons other than the Contractor.

§ 3.2 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY CONTRACTOR
§ 3.2.1 Since the Contract Documents arc complementary, before starting each portion of the Work, the Contractor
shall carefully study and compare the various Drawings and other Contract Documents relative to that portion of the
Work, as well as the information furnished hy the Owner pursuant to Section 2.2.3, shall take field measurements of
any existing conditions related to that portion of the Work and shalJ observe any conditions at the site affecting it.
These obligations are for the purpose of faciljtating construction by the Contractor and are not for the purpose of
djscovcring errors, omissions, or inconsistencies in the Contract Documents; however, any errors, inconsistencies or
omissions djscovered by the Contractor shall be reported promptly to the Arehiteet Owner as a request for
information in such form a,<; the Arehiteet Owner may reasonably require.
AlA Document A201TM - 1997. Copyright © 1911 . 1915, 1918, 1925. 1937, 1951 , 1958, 1961. 1963, 1966, 1970, 1976. 1987 and 1997 by The American
Institute of Architects. All rlghta reserved. WARNING: This AIA1 Document 11 protected by U.S. Copyright Llw 1nd lntern1t1onal Treaties. Unauthorized         14
reproduction or dlatrlbuUon ol this AIA1 Document, or any portion ol It, may result In severe civil and criminal pan•IU. ., and will be proa~t<~uted to the
maximum extent possible under the law. This document was produced by AlA software at t 4:42:43 on 05119/2006 under Order No.1000182995_ 1 which
expires on 712312006, and Is not for resale.
User Notes: Clayco A201 • Koll • lntelllcenter • D<!llas v2 (5-19·06)                                                                      (986536 188)

R.P. Appx. 354                                                                                                                                  43
§ 3.2.2 Any design errors or omissions. noted by the Contractor during this review shall be reported promptly to the
AreRi~et, Owner. but it is recognized that the Contractor's review is made in the Contractor's capacity as a
contractor and not as a licensed design J:Jrefessioaal ttEHess otherwise SJ:Jeeifieally ~re'liaea iR t:Re Ceattaet
Deel:nfleRts. professional. The Contractor is Ret req~:~irea shall cause the Architect and other design professionals to
ascertain that the Contract Documents are in accordane<: with applicable laws, statutes, ordinances, building codes,
and rules and regulations, including. without limitation. the Americans with Disabilities Act, but any nonconformity
discovered by or ffii:IEie-make known to the Contractor shall be promptly reponed promptly to the Arehiteet.Owner.

§ .3.2.3lf the Contractor believes that additional cost or time is involved because of clarifications or instructions
issued by the ,'\rehitl*lt Owner in response to the Contractor's notices or requests for information pursuant to
Sections 3.2.1 and 3.2.2, the Contractor shall make Claims as provided in Sections 4.3.6 and 4.3.7. If the Contractor
fails to perform the obl,igations of Sections 3.2.1 and 3.2.2, the Contractor shall pay such cost:; and damages to the
Owner as would have been avoided if the Contractor had performed such obligations.TI"le Ceatraetar !>hall Ret ee
liable te !be Owaer er A:rehiteet fer aamages res1:1ltiag free errors, ~soesisleaGies or emissioAS ifl me CoAtFaet
Deet~meats er fer aiffereaees eetweea iiela measaremeats er eeRaitioas at'la. me Ceatraet DoeYmeRts YAless !be
CeR~meter reeegnizea s1:1ea effer. iAeof'lsisteRey, emissiaR or EliffereFtee aRe lEI:lO\ViAgly t'ailea te rep eFt it te the
Areliit.eet.

§ 3.3 SUPERVISION AND CO~STRUCTION PROCEDURES
§ 3.3.1 The Contractor shall supervise and direct the Work, using the Contractor's best skill and attention. The
Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences
and procedures and for coordinating alJ portions of the Work under the Contract, unJess the Contract Document'>
give other specific instructions concerning these matters. If the Contract Documents give specific .instructions
concerning construction means, methods, techniques, sequences or procedures, the Contractor shall evaluate the
jobsite safety thereof and, except as stated below, shall be fully and solely responsible for the jobsite safety of such
means, methods, techniques, sequences or procedures. If the Contractor determines that such means, methods,
techniques, sequences or procedures may not be safe, the Contractor shall give timely written notice to the Owner
and ,<\feffiteet liRa shall not proceed with that portion of the Work without further written instructions from the
:z'\rehiteet Owner. If the Contractor is then instructed to proceed with the required means, methods, techniques,
sequences or procedures..without acceptance of changes proposed by the Contractor, the Owner shall be solely
responsible for any resulting loss or damage.

§ 3.3.2 The Contractor shall be responsible to the Owner for acts and omissions of the Contractor's employees,
Subcontractors and their agents and employees, and other persons or entities performing portions of the Work for or
on behalf of the Contractor or any of its Subcontractors.

§ 3.3.3 The Contractor shall be responsible for inspection of portions of Work already performed to determine that
such portions are in proper condition to receive subsequent Work.

§ 3.4 LABOR AND MATERIALS
§ 3.4.1 Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for labor,
materials, equipment, tools, construction equipment and machinery, water, heat, utilities, transportation, and other
facilities and services necessary for proper execution and completion of the Work. whether temporary or permanent
and whether or not incorporated or to be incorporated in the Work.

§ 3.4.2 The Contract0r may make substitutions only with the consent of the Owner, after evaluation by the Architect
and in accordance with a Change Order.

§ 3.4.3 The Contractor soall enforce strict discipline and good order among the Contractor' s employees and other
persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not
skilled in tasks assigned to them.

§ 3.4.4 The Contractor shall inspect all materials. supplies and equipment that are to be incorporated into the Project.
In addition. Contractor shall be responsible for construction quality control f{>r all Work. Contractor's quality control
program and inspection procedures for the foregoing shall be submitted in writing to Owner for review and
approval. in sufficient detail to delineate those items to be inspected and the manner in which they are to be
AlA Document A201,. -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961 , 1963. 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document Ia protected by U.S. Copyright Law and International Treatla.. Unauthorized            15
reproduction or distribution ot this AlA• Document, or 1ny portion of It, m•y result In 1evera c.l vll and crl!llfnal pen11tles, 1nd will be prosecuted to tha
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
expires on 7123/2006. and is not for resale.
User Notes: Ciayeo A201 • Kotl - lntellicemer - Dallas v2 (5-1 9-06)                                                                            (986536188)

R.P. Appx. 355                                                                                                                                     44
inspected, and shall adequately describe all construction quality control activities contemplated. including provision
for adequate documentation of Contractor's performance of such quality control and inspection.

§ 3.4.5 Contractor shall, during the course of performance of the Project hereunder. without additional compensation.
make or cause to be made all inspections required by the Contract Documents. Owner may require at Owner's
expense additional inspections. Contractor shall furnish Owner with satisfactory documentation of the results of all
inspections. Owner shall be given not less than three (3) working days notice of any inspections to be made by
Contractor or Contractor' s subcontractors in order that Owner may witness any such inspections.

§ 3.4.6 Owner and its representatives. and others as may be required by applicable laws. ordinances and regulations.
shall have the right at all reasonable times to inspect the Project and all material and equipment for the Project at the
job site and at Contractor's and its subcontractors' shops for conformance w]th the Contract Documents. Contractor
shall provide. or cause to be provided access and sufficient, safe and proper facilities for such inspections.

§ 3.4.7 Neither the failure by Owner to make any insoection under the Contract Documents nor to discover defective
workmanship, ,materials oreauipment nor approval of any Work or payment to Contractor for such Work shall
constitute Contractor's satisfaction of its obligations under the Contract Documents. nor shall any such inspections
or approvals prejudice the right<> of Owner.

§ 3.5 WARRANTY
§ 3.5.1 The Contractor warrants to the Owner a:aa Arekiteet that materials and equipment furnished under the
Contract will be of good quality and new unless otherwise required or permitted by the Contract Documents, that the
Work will be free from defects not inherent in the quality required or permitted, and that the Work will conform to
the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions
not properly approved and authorized~ may be considered defective. The Contractor's warranty e,l(cludes remedy for
damage or defect caused by abuse, modifications not executed by the Contractor, improper or insufficient
maintenance, improper operation, or normal wear and tear and normal usage. If required by the AreJ:Jiteet, Owner.
the Contt;actor shall furnish satisfactory evidence as to the kind and quality of materials and equipment. All
warranties under this Paragraph shall commence as of the date of Substantial Completion of the Work. and shall
continue for a oeriod of one ( l) year. except as otherwise noted in the Outline Specs (as such term js defined in the
Agreement). THE CONTRACTOR .H EREBY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED
WARRANTIES. INCLUDING WITHOUT LIMITATION. ANY WARRANTIES OF FITNESS FOR ANY
PARTICULAR PURPOSE, EXCEPT AS EXPRESSLY WARRANTED HEREIN. THERE ARE NO
WARRANTIES BEYOND THE DESCRIPTION ON THE FACE HEREOF. All subcontractor's and
manufacturer' s warranties shall be deemed furnished and assigned to the Owner pursuant to this Contract without
further action by the Contractor upon Final Payment by the Owner as required under this Contract.

§ 3.6 TAXES
§ 3.6.1 The Contractor shall pay sales, consumer, use and similar taxes for the Work provided by the Contractor
which are legally enacted when bids arc received or negotiations concluded, whether or not yet effective or merely
scheduled to go into effect.

§ 3.7 PERMITS, FEES AND NOTICES
§ 3.7.1 Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building
permit and other permits and governmental fees, licenses . waivers, consents. approvals and authorizations and make
all material registrations. qualifications , designations and filings required and shall secure and pay for all inspections
necessary for proper execution and completion of the Work which are customarily secured after execution of the
Contract and which are legally required when bids arc received or negotiations concluded.

§ 3.7.2 The Contractor shall comply with and give notices required by laws, ordinances, rules, regulations and lawful
orders of public authorities applicable to performance of the Work.

§ 3.7.3It is Aet Contractor shall cause the CeRtfaetor's resf.!eRsiaility Architect and other design professionals to
ascertain that the Contract Documents are i.n accordance with applicable laws, statutes, ordinances, building codes,
and rules and regulations. However, if the Contractor observes that portions of the Contract Documents are at
variance therewith, the Contractor shall promptly notify the ,'\Eelti~eet aaa Owner in writing, and necessary changes
shaiJ be accomplished by appropriate Modilication.
AlA Document A201TM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963. 1966. 1970, 1976, 1987 and 1997 by The American
Institute ol Architects. All rights reservei· WARNING: This AJA1 Document Ia protected by U.S. Copyright Law and International Treaties. Unauthorlted
reproduction or distribution of this AlA Document, or any portion ollt, may result In Mvera, civil and criminal panallles, and will be prosecuted to the
                                                                                                                                                           16
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.10001 82995_ 1 which
expires on 712312006, and Is not tor resale.
User Notes: Clayco A201 • Koll · lntellicenter · Dallas v2 (5· 19·06)                                                                     (986536188)

R.P. Appx. 356                                                                                                                                45
§ 3.7.4lf the Contractor performs Work knowing it to be contrary to laws, statutes, ordinances, building codes, and
 rules and regulations without such notice to the ~wner, lhe Contractor shall assume appropriate
 responsibility for such Work and shall bear the costs attributable to correction.

§ 3.8 ALLOWANCES
§ 3.8.1 The Contractor shall include in the Contract Sum all allowances stated in the Contract Documents. Items
covered by allowances shall be supplied for such amounts and by such persons or entities as the Owner may direct,
but the Contractor shall not be required to employ persons or entities to whom the Contractor has reasonable
objection.

§ 3.8.2 Unless otherwise provided in the Contract Documents:
           .1     allowances shall cover the cost to the Contractor of materials and equipment delivered at the site and
                  all required taxes, less applicable trade discounts;
           .2     Contractor' s costs for unloading and handling at the site, labor, installation costs, overkeael, ~refit
                  Contractor's Fee based on the percentage set forth in Section 5.1.2 of the Agreement and other
                  expenses contemplated for stated allowance amounts shall be included in the Contract Sum but not in
                  the allowances;
           .3     whenever costs are more than or less than allowances, the Contract Sum shall be adjusted accordingly
                  by Change Order. The amount of the Change Order shal1 reflect (1) the difterence between actuaJ
                  costs and the allowances under Section 3.8.2.1 and (2) changes in Contractor's ~osts.
                  Contractor's Fee based! on the percentage set forth in Section 5. 1.2 of the Agreement and other
                  expenses under Section 3.8.2.2.


§ 3.8.3 Materials and equipment under an allowance shall be selected by the Owner in sufficient time to avoid delay
in the Work.

§ 3.9 SUPERINTENDENT
§ 3.9.1 The Contract.o r $hall employ a competent superintendent and necessary assistants who shall be in attendance
at the Project site durin,g performance of the Work. The superintendent shall represent the Contractor, and
communications given to the superintendent shall be as binding as if given to the Contractor. Important
communications (including but not limited to any communication that may affect the items in subparagraphs (i)
through (vii) of Section 6.5 of the Agreement) shall be confirmed in writing. Other communications shall he
similarly confirmed on written request in each case.

§ 3.10 CONTRACTOR'S CONSTRUCTION SCHEDULES
§ 3.10.1 The Contractor, promptly after being awarded the Contract, shall prepare and submit for the Owner' s 600
,'\reftiteet's information a Contractor's construction schedule for the Work. The schedule shall not exceed time limits
current under the Contract Documents, shall be revised at appropriate intervals as required by the conditions of the
Work and Project, shall be related to the entire Project to the extent required by the Contract Documents, and shall
provide for expeditious and practicable execution of the Work.

§ 3.10.2 The Contractor shall prepare and keep current, for the Arckiteel's Owner' s approval, a schedule of
submittals which is coordinated with the Contractor's construction schedule and allows the ~
reasonable time to review submittals.

§ 3.10.3 The Contractor shall perform the Work in general accordance with the most recent schedules submitted to
the OWfier ll:llE! Arehi~eetOwner.

§ 3.11 DOCUMENTS AND SAMPLES AT THE SITE
§ 3.11.1 The Contractor shall maintain at the site for the Owner one record copy of the Drawings, Specifications,
Addenda, Change Orders and other Modifications, in good order and marked currently to record field changes and
selections made during construction, and one record copy of approved Shop Drawings, Product Data, Samples and
similar required submittals. These sbaU be available to the Afeltiteet Owner and shall be delivered te the ,'\Fskiteet
fer submittal to the Owner upon completion of the Work.


AlA Document A201"' - 1997. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951 , 1958, 1961, 1963, 1966. 1970. 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document Ia protected by U.S. Copyright law end International Treatlea. Unauthorized        17
reproduction or distribution of this AlA• Document, or any portion of It, may result In severe civil and criminal penalties, and will be proa"cuted to the
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_1 which
expires on 7/2312006, and is not for resale.
User Notes: Clayco A201 • Koll - lntellicenter · Dallas v2 (5·19-06)                                                                        (986536t 88)

R.P. Appx. 357                                                                                                                                 46
§ 3.12 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES
§ 3.12.1 Shop Drawings are drawings, diagrams, schedules and other data specially prepared for the Work by the
Contractor or a Subcontractor, Sub-subcontractor, manufacturer, supplier or distributor to illustrate some portion of
the Work.

§ 3.12.2,Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and
other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work.

§ 3.12.3 Samples are physical examples which illustrate materials, equipment or workmanship and establish
standards by which the Work will be judged.

§ 3.12.4 Shop Drawings, Product Data, Samples and similar submittals are not Contract Documents. The purpose of
their submittal 'is to demonstrate for those portions of the Work for which submittals are required by the Contract
Documents the way by which the Contractor proposes to conform to the information given and the design concept
expressed in the Contract Documenrs. Review by the Architeot Owner is subject to the limitations of Seotiea section
4.2.7. Informational submittals upon which the Ai'cb:iteet Owner is not expected to take responsive action may be so
identified in the Contract Documents. Submittals ~that are not required by the Contract Documents may be
returned by the Areffiteet Owner without action.

§ 3.12.5 The Contractor shall review for compliance with the Contract Documents, 8fJfJFOve and submikiirect the
Owner to review the A:-el!itect Shop Drawings, Product Data, Samples and similar submittals required by the
Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the
activities of the Owner or of separate contractors.SaeeliuaJ.s wfti.ch are Ret IBaEkeel a:s revieweel for COHI:J:lHEIHee with
tile Coetraet DeeiUAeRI:S aRe! approved ay t:Ae CeRkaeter may ae retYFReel                  ey
                                                                                 t:Ae ,'\reffiteet witAOii:t aetieH.

§ 3.12.6 By approving and submitting Shop Drawings, Product Data, Samples and similar submittals, the Contract(lr
represents that the Contractor has determined and verified materials, field measurements and field construction
criteria related thereto;or will do so, and has checked and coordinated the information contained within such
submittals with the requirements of the Work and of the Contract Documents.

§ 3.12.7 The Contractor shall perform no portion of the Work for which the Contract Documents require submittal
and review by the Owner of Shop Drawings, Product Data, Samples or similar submittals until the respective
submittal has been approved by tli,e At:eh~teet.Owner.

§ 3.12;8 l'he Work shall be in accordance with approved submittals exceptthat the Contractor shall not be relieved of
responsibility for deviations from requireme nts of the Contract Documents by the Arehitect's Owner's approval of
Shop Drawings, Product Data, Samples -or similar submittals unless the Contractor has specifically informed the
AFehiteet Owner in writing of such deviation at the time of submittal and (J) the A::cll:iteet Owner has given written
approval to the specific deviation as a minor change in the Work, or (2) a Change Order or CoRstrnetiea Cl!aege
Direeti•re has been issued authorizing the deviation. The Contractor shall not be relieved of responsibility for errors
or omissions in Shop Drawings, Product Data, Samples or similar submittals by the t\:eJ:titect'!; Owner's approval
thereof.

§ 3.12.9 The Contractor shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data,
Samples or similar submittals, to revisions other than those reque.~tcd by the AFeRitect Owner on previous
submittals. In the absence of such wrinen notice the Arelliteet's Owner's approval of a resubmission shall not apply
to such revisionS.

§ 3.12.10 The Contractor shall not be required to provide professional services which constitute the practice of
architecture or engineering unless such services are spec-ifically required by the Contract Documents for a portion of
the Work or unless the Contractor needs to provide such services in order to carry out the Contractor's
responsibilities for construction means, methods, techniques, sequences and procedures. The Contractor shall not be
required to provide professional services in violation of applicable law. If professional design services or
certifications by a design professional related to systems, materials or equipment are specifically required of the
Contractor by the Contract Documents, the Owner aAEI ~he Arelliteet will specify all performance and design criteria
that such services must satisfy. The Contractor shall cause such services or certifications to be provided by a
properly licensed design professional, whose signature and seal shall appear on all drawings, calculations,

AlA Document A201TM -1997. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951 , 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AtA• Document Ia protected by U.S. Copyright Law and lnternatlonel Treatloa. Unauthorized
reproducti on or distribution of lhla AlA• Document, or any portion ol It, may result In severe. elvlland criminal penalties, and will be prosecuted to the   18
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 0511912006 under Order No.1000182995_1 which
expires on 7123/2006, and is not for resale.
User Notes: Ciayeo A201 • Koll · lntellicenter · Dallas v2 (5·19·06)                                                                         (986536188)

R.P. Appx. 358                                                                                                                                  47
 specifications, certifications, Shop Drawings and other submittals prepared by such professional. Shop Drawings
 and other submittals related to the Work designed or certified by such professional, if prepared by others, shall bear
 such professional's written approval when submitted to the l\reJ:Uteet. Owner. The Owner aaEI tae Areaiteel shall be
 entitle'd to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed
 by such design professionals, provided the Owner aRE! AreJ:Iiteet have has specified to the Contractor aJI performance
 and design criteria that such services must satisfy. Pursuant to this Section 3.12.10, the ,'\i'el:liteet Owner will review,
 approve or take other appropriate action on submittals only for the limited purpose of checking for conformance
 with information given and the design concept expressed in the Contract Documents. The Contractor shall not be
 responsible for the adequacy of the performance or design criteria required by the Contract Documents.

 § 3.13 USE OF SITE
 § 3.13.1 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the
 Contract Documents and shaH not unreasonably encumber the site with materials or equipment.

 § 3.14 CUTTING AND PATCHING
.§ ~.14.1 The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make
 its parts fit together properly.

 § 3.14.2 The Contractor shall not damage or endanger a portion of the Work or fully or partially completed
 construction of the Owner or separate contractors by cutting, patching or otherwise altering such construction, or by
 excavation. The· Contractor shall not cut or otherwise alter such construction by the Owner or a separate contractor
 except with written consent of the Owner and of such separate contractor; such consent shall not be unreasonably
 withheld. The Contractor .shall not unreasonably withhold from the Owner or a separate contractor the Contractor's
 consent to cutting or otherwise altering the Work.

§ 3.15 CLEANING UP
§ 3.15.1 The Contractor shall keep the premises and surrounding area free from accumulation of waste materials or
rubbish caused by operations. under the Contract. At completion of the Work, the Contractor shall remove from and
about the Project waste materials, rubbish, the Contractor's tools, construction equipment, machinery and surplus
materials.

§ 3.15.2 If the Contract{)r fails to clean up as provided in the Contract I)ocuments, the Owner may do so and the cost
thereof shall be charged to the Contractor.

§ 3.16 ACCES.S TO WORK
§ 3.16.1 The Contractor shall provide the Owner and Architect access to the Work in preparation and progress
whe~;ever located.


§ 3.17 ROYALTIES, PATENTS AND COPYRIGHTS
§ 3.17.1 The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for
infringement of copyrights and patent rights and shall hold the Owner aaEI AFebiteet harmless from loss on account
thereof, but shall not be responsible for such defense or loss when a particular design; process or product of a
particular manufacturer or manufacturers is required by the Contract Documents or where the copyright violations
are contained in Drawings, Specifications or other documents prepared by the Owaer er ArcJ:Iiteet. Owner. However,
if the Contractor has reason to believe that the required design, process or product is an infringement of a copyright
or a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to the
AreJ:Iiteet.Owner.

§ 3.181NDEMNIFICATION
§ 3.18.1 To the fullest extent permitted by law and to the extent claims, damages, losses or expenses are not covered
by U!l:Proje<;t Management Protective Liability insurance purchased by the Contractor in accordance with Section
~I L3      or (b) builder' s risk or property insurance maintained with respect to the Project. the Contractor shall
indemnify and hold harmless the Owner, 1\re&i~eet, ATe&iteet' s eaam:l!tan~. aeEI ageets aaEI 8HI:f3leyees af aay ef
lfiem.from and against claims, damages, losses and expenses, including but not limited to reasonable attorneys' fees,
arising out of or resulting from performance of the Work, provided that such claim, damage, loss or expense is
attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property (other than
the Work itself), but only to the extent caused by the aegligent acts or omissions of the Contractor, a Subcontractor,
AIADocumentA201TN-1997.Copyrlght ©1911 , 1915,1918, 1925,1937,1951,1958. 1961, 1963, 1966, 1970,1976,1987and 1997byTheAmerican
Institute of Architects. All rights reserved. WARNING: Thla AlA• Document Is protected by U.S. Copyright Law and International Treetlea. Unauthorized       19
reproduction or dlatrlbutlon of thl1 AlA• Document, or any portlon oil!, may result In severe civil and criminal penalties, and will be proseauted to the
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_1 which
expires on 7/23/2006, and is not lor resale.
User Notes: Ciayeo A201 • Koll · lntellicenter ·Dallas v2 (5· 19·06)                                                                       (986536188)

R.P. Appx. 359                                                                                                                                48
anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regaraless but only to
the extent that such claim. damage. loss or expense is not caused by breach. or acts of omissions of the Owner. To
the fullest extent permitted by Jaw, the Owner shall indemnify and hold harmless the Contractor, its Subcontractors.
and the agents and employees of any of whether er them from and against claims, damages. losses and expenses.
including but not limited to reasonable attorneys' fees. arising out of the Project. provided that such claim, damage,
loss or expense is attributable to bodily injury. sickness. disease or death, or tO injury to or destruction of tangible
prOperty, but only to the extent caused by the Owner's breach of this Contract. or the acts or omissions of the
0'Wller. the Owner' s separate contract<lrs (as provided in ~subparagraph 6.1.4). anyone directly or indirectly
employed by them or anyone for whose acts they may be liable (other than the Contractor and its Subcontractors),
and only to the extent that such claim.. damage. loss or expense is not caused by tt-breach. or acts or omissions of the
party indemnified hereunder. Such obligation shall not be construed to negate, abcidge, or reduce other rights or
obligations of indemnity which would otherwise exist as to a party or person described in this Section 3 .18. The
obligations of the Contractor and the Owner herein are subject to the provisions of Subparagraphs 4.3 . I0 and 11.4.7.

§ 3.18.2 In claim.<> against any person or entity indemnified under this Section 3.18 by an employee of the Contractor,
a Subcantractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the
indemnification obligation under Section 3.18.1 shall not be limited by a limitation. on amount or type of damages,
compensation or benetits payable by or for the Contractor or a Subcontractor under workers' compensation acts,
disability benefit acts or other employee benefit acts.

ARTICLE 4 AD.MINISTRAliON OF THE CONTRACT
§ 4.1 ARCHITECT
§ 4.1.1 The Architect is the persen lawfully licensed to practice architecture or an entity lawfully practicing
architecture identified as such in the Agreement and is referred to throughout the Contract Documents as if singular
in number. The .term "Architect" means the Architect or the Architecl's authorized representative.

§ 4.1.2 Duties, responsibilities and limitations of authority of the Architect as set forth in the Contract Documents
shall not be restricted, modified or extended without written consent of the Owaer, Caaa=ae~er Owner and Arehi~eet.
the Contractor. Consent shall not be unreasonably withheld.

§ 4.1.3 If the employment ofthe Architect is terminated, the ~ontractor shall employ a new Architect against
whom the Ceaa=aeter 0'Wller has no reasonable objection aatl-whose status under the Contract Documents shall be
that of the fonner Architect.

§ 4.2 ARCHITECT'S ADMINISTRATION OF THE CONTRACT
§ 4.2.1 The Arehiteet will pre.,.iae aElmiAistratiea ef the CaAa=aet as aeserieed ia the Ceaa=aet DeeYFBeats, aaEi will ee
QA ov..aer' s rej3reseAtati·~e (1) SliriBg ea~klietiee, (2) liAlil .fiaal J38Ytl}eAt is E:iae QtlS (3) with~ Owaer' s
eeAei:HTeeee, frem ~:mete ~e E:ilifiAg the aAe year periea l'er eerreetiaa afWerlc E:ieserieea i:A Seetiee 12.2. The
,'\rehi~ee~ will ha•le al:ltherity ta aet eft behalf af the Owner a ely te the eKtent J3FOvided in the Centraet DoeHmeats,
HBles$ otherwi!;e FBodifiea ia writing iAaeeardaaee •Nith ether J3Fe''isiens af ·the Cana=aet.
§ 4.2.1 The Contractor shall keep the Owner infonned of the progress and quality of the Work. Within thirty (30)
calendar days after full execution and delivery of the Contract Documents and before submittal of the first progress
payment invoice, and at each construction progress meeting on site. Contractor shall submit to Owner for Owner' s
reasonable approval (i) a revised Project Schedule (the most recent schedule so approved in writing by Owner
becoming the revised Project Schedule for all purposes of the Contract Documents) showing changes from the prior
Project Schedule, the sequence in which Contractor proposes to perform the Project. the start and completion dates
of all separable portions of the Project in sufficient detail. manpower forecasts (incremental and cumulative percent
complete), materials procurement and delivery plans. the anticipated Substantial Completion Date and the
anticipated date that Contractor will tender possession of the Project and any other information reasonably specified
by 0'Wller pertaining to the construction schedule, along wi:th (ii) a proforma Project Schedule that "looks ahead"
two weeks containing the same details as set forth in subpart (i) above. Contractor agrees to adhere to the Project
Schedule and attend and participate in scheduled progress and coordination meetings called by Owner. Within thirty
(30) calendar days after full execution and delivery of the Contract Documents and before submittal of the first
progress payment invoice. and at each construction progress meeting on site, Contractor shall also submit to Owner
a revised budget for the Project, in form and content reasonably approved by Owner. including all hard and soft
construction costs {the "Bud2et"l. along with a construction cost report in fom1 and content reasonably acceptable
to Owner. Contractor shall use commercially reasonable efforts to keep the Budget as accurate as possible.
AlA Document A2011M - 1997. Copyright © 191 1, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute ol Architects. All rights reserved. WARNING: This AJA• Document Ia protected by U.S. Copyright Law and International Treatlu. Unauthorized       20
reproduction or dlatrlbuUon o1lhis AIA8 Document, or a.ny portion ol It, may result In severe olvila.nd criminal penaJUea, end will be pros&euted to the
maximum extent possible under the law. This document was prOduced by AlA software at 14:42:43 on 05!19/2006 under Order No.1000182995_ 1 which
expires on 7!2312006, and is not for resale.
User Notes: Clayco A201 • Koll • lntellicenter - D.allas v2 (5-1 9·06)                                                                    (986536188)

R.P. Appx. 360                                                                                                                               49
Contractor shall provide Owner with monthly reports no later than the tenth (lOth} day of each month, which shall.
at the minimum, include the most current Project Schedule and a Project Change Order log update (with pricing
information).

§ 4.2.2ln the event Contractor's perfonnance of the Project is not in compliance with the Project Schedule, Owner
may, in writing, reguire the Contractor to submit its plan for schedule recovery, or specify in writing the steps to be
taken to achieve compliance with such Project Schedule, and/or exercise any other remedies under the Contract
Documents. Contractor shall thereupon take such commercially reasonable steps as may be directed by Owner or
otherwise necessary to improve its progress.

§ 4.2.2 The Arel:iiteet, as a Tef!Feseatali \'e ef !he O•...•aer, will visit the site at ieterva-ls Bflf!ref!riate ta the stage ef the
Ceatraeter's 9f1eratieas (1) te eeeeA'Ie geRerally fa&~iliar 'i'o<i.tli aBEl te keefl the Owaer iafermeEI aeel:lt the j:JFE>gress
aREI ~u~ity ef the pe:Ft:ieH ef the W~:~rk eemf!leted, (2) te eadeaver te gliara the Qv,r-ser agaiast Elefeets aREI
EleeeieReies i.e the Wefl(, aaEI (3) te Eleterffiiae ia geaeral if the Werle is eeiag tJerfermea ia a meaaer iaEiiealiag that
the 'Nark, 'lihea f~:~Uy semf!leted, •.vill ee ia ascordaAse with the Coatraet Deeumeats. gewever, the Arehiteet will
aet be re~EI te A'!alce exhaa;sti¥e er eeatiaue~;~s ea site iasf!eetieas te e~ek the E}l:la!ity er EJuantity ef the Werle
The Arehiteet will aeiti:ler h&><'e eeatral ever er ei:large ef, Aor ae respaasiele fEJr, the eeastruetiea meeRs, metheEis,
tecllaiEjHes, seq~;~eaees er fJFeceEiures, or fur the safety f!FeCautieas aRd f!Fegram.s ia eeaaeetiea with the \lledc, siRe e
thet;e are solely tRe Coatractor's right~• aAd resf!oasieilities uader the CeRtraot Documeats, eKeept as provided ia
SeetioA J .3 .I.
§ 4.2.3 Contractor acknowledges and agrees Prudential Insurance Company of America (''Prudential") shall employ
one or more. construction consultants or engineers (collectively. the "Prudential Construction Consultant") to
advise Prudential with respect to the progress of construction and compliance of construction with the construction
plans and specifieations for the Project. applicable legal requirements and good construction practices. Contractor
shall inform the Prudential Construction Consultant of the usual location. date and time of periodic construction
meetings for the Project. The Prudential Construction Consultant shall be permitted to attend all such construction
meetings. Contractor shall provide the Owner and Prudential Construction Consultant with at least three (3)
business days' pri0r notice of any change in the date, time or location of a periodic construction meeting. Contractor
shaH permit Owner and the Prudential Construction Consultant to have access to the Project during the period of
construction to enable the Owner and Prudential Construction Consultant to examine all aspects of such construction
and all matters related thereto. Contractor shall provide Owner and the Prudential Construction Consultant wjth at
least three (3) business days' prior written notice of each of the following trades commencing construction at the
Project: mechanical. -electrical, plumbing. framing, paving, curtain wall installation and foundations. Contractor
shall provide to Owner and the Prudential Construction Consultant reasonable access during normal business hours
to all books. records: shop drawings. and engineering and other reports and tests related to the Project as may be
reguested by Owner or the Prudential Construction Consultant. The Owner and the Prudential Construction
Consultant shall have the right to make copies of all such materials. Contractor shall provide to Owner and the
Prudential Construction Consultant a _reasonable working space and access to telephone and other such facilities as
may be reasonably requested by Owner or the Prudential. Construction Consultant. Upon execution of this
Agreement, Contractor shall deliver to Owner and the Prudential Construction Consultant a list of all current and
potential bidders who may perform work at or supply materials to the Project together with a list of al.l bid packages
which were 'sent to any of such bidders and all bids which were received from such bidders. Such bidding
information shall be updated by Contractor on a monthly basis by delivering revised lists to Owner and the
Prudential Construction Consultant. The Owner and the Prudential Construction Consultant shall have the right to
review any bid packages or any bids received upon request.

§ 4.2.3 T~ Arelliteet v•iH aot ee reSflOASiele for the Cootraetor's failure te f!erferm the WerlE iR aeeerdaflee witA me
~iremeAlA ef the Cem:raet Deenuaeflts. The Ai'e&iteet wil:l aet J:ia¥e ooatreJ o¥er or ettarge of aaEI will sot ee
resf!easiele Fer aets er emi:ssieas ef the Ceetraeter, Suaeeatreetors, or their ageats er employees, er any other
perseAs er eat:it:ies f!erfermiRg f!OrtieRs ef t.Ae Werk.
§ 4.2.4 If requested by Owner. Contractor shall furnish it with the names of the subcontractors who have performed
or are -performing the Work hereunder.

~Communications Facilitating Contract Admi_nistration.                        ell6ef!t as et.Aerwise flFEH<iEieEI iR tAe Coatraet
Dee~:~mefltS or wlleA direct GOJfiffil:IRieatieas have eeea Sf!eeiaJiy at~theri:l!etl, Ute Owaar ttAQ ContF<teter !lhall
eadeB'Ior te cemmuaicate wilh eaeh ether threugh the Arefiiteet al:lout matters arisiag e1:1t ef er relatiag te the
Coatr.aet. CemmuaieatieR!i l:ly aaEI witR the Arettiteet's eeRs'l:lltants shall ee U~re1:1gh the Arehiteet. . Communications
AlA Document A201 1 M - 1997. Copyright© 1911, 1915, 1918, 1925, 1937, 1951 , 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document Is protected by U.S. Copyright Lllw and International Treatlaa. Unauthorized
reproduction or dlatrlbutlon of thla AlA• Document, or any portion of It, may reault In severe civil and criminal penalties, and will be prosecuted to the   21
maximum extent possible under the lew. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182-995_1 which
expires on 7/23/2006, and is not for resale.
User Notes: Clayco A201 • Koll · lntellicenter · Dallas v2 (5·19·06)                                                                        (986536188)

R.P. Appx. 361                                                                                                                                 50
by and with Subcontractors and material suppliers shall be through the Contractor. Communications by and with
separate ·c ontractors shall be through the Owner.

§ 4.3.5 Bft!led OR the Are8iEeet' s evall:latiORS ef me Ceatraeter's Aflfllieatieas fer Paymettt, the ArehiEeet will Ie'lievl
 aad eertify the amo1:1ats d1:1e the Coatraeter aad will iss1:1e Certifieates fer Paymeat ia n1:1eR arao1:1at.s.
 § 4.2.6 Upon request of Owner, Contractor will furnish it with a certificate satisfactory in form to Owner that goods
·furnished by Contractor in performance of the Contract Documents were produced in full compliance with the
 requirements of Sections 6, 7, and 12 of the Fair Labor Standards Act of 1938, as amended, and the regulations and
 orders of the U.S. Department of Labor issued under Section 14 thereof.

~The Arehiteet Owner will have authority to reject Wor.k that does not co.nform to the Contract
Documents. Whenever the Architeet Owner considers it necessary or advisable, the Arei:liteet Owner will have
authority to require inspection or testing of the Work in accordance with Sections 13.5.2 and 13.5.3, whether or not
such Work is fabricated, installed or completed. However, neither this authority of the Ac:-e8iteet Owner nor a
decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or
responsibility of the Are8iteet Owner to the Contractor, Subcontractors, material and equipment suppliers, their
agent~ or employees, or other persons or entities performing portions of the Work.


§-4.3J..§ 4.2.8 As set forth in paragraph 3.12 above, the Owner will review submittals such as Shop Drawings.
Product Data and Samples. The Architeet Owner will'l'eview and approve or take other appropriate action upon the
Contractor's submittals such a<> Shop Drawings, Product Data and Samples, but only for the limited purpose of
checking for conformance with information given and the design concept expressed in the Contract Documents. The
Aremteet's Owner's action will be taken with such reasonable promptness as to cause no delay in the Work or in the
activities of the ~Contractor or separate contractors, while allowing s~1ffieieat time ia ti:le Arel:liteet's
fiF&iessieaal jl:llilgmeat to permit adequate review. Review of such submittals is not conducted for the purpose of
determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating
instructions for installation or performance of equipment or systems, all of which remain the responsibility of the
Contractor as required by the Contract Documents. Tile AxcbiEeet's Owner's review of the Contractor's submittals
shall not relieve the Contractor of the obligations under Sections 3.3, 3.5 and 3.12. The J\:'eftiteet's Owner's review
shall not constitute approval of safety precautions er, 1:1aless stherwise SfJeeii'teally stated by the Arehitee~. or of any
construction means, methods, techniques, sequences or procedures. The Arehiteet's Owner's approval of a specific
item shall not indicate approval of an assembly of which the item is a component.

§ 4,3,8 The AFebiteet will pref1are Cba:Age Orders aeEI CaaGtr~etiea C8aage Direetives, aaEI may &l:ltheril!e mf.nor
ehruiges ia the Work as fJFOViEieEi ill Seetiea 7.4.
§ 4.2.9 The Owner will submit CO Requests as provided in Section 6.5 of the Agreement.

~The Arehiteet Owner wilt conduct inspections to determine the date or dates of Substantial
Completion and the date of final ee~letiea, will reeeive aaEI ferwarEI te ti:le Owaer, for the 0'JiAer's reviev,. ll:fle
reeo~s, writtea warraaaes aaEI related Eleeameats req1:1ired by the Coatract aad assemble<:! by the Caatraetor, ll:fiEI
w+ll iss1:1e a fiaal Certifieate fer Pay mea~ l:lfiOR sempliaaee with t8e req~ireraeats ef the Ceatraet
Dec1:1meats.completion.

§ 4.3.10 If the Owner aaEI,'\:Fci:litoeet agFee, ti:le Aichitect •Nill J3revide eae or IIISFEI J3rejeet represeatati'les to assist ia
 eaR"yiag e~t the Ai=eaiteet's respoasieilities at ti:le site. The d1:1ties, reHfJeRsiailities aaEi liraitatioas of i~t:ltberity ef
 Sl:l€R fiTejeet FEifJFesea~tiYe!'l shallee
                                          as set ferth ia Qft exhteit ta be iACOffJOFaEeEi ia tile Cealfaet Dasl:lmeats.
§ 4.2.11 Contractor represents and warrants it is an independent contractor and an employer subject to all applicable
unemployment compensation, occupational safety and health. workers' compensation, or similar statutes so as to
.relieve Owner of _any responsibility or liability for treating Contractor's employees as employees of Owner for the
purpose of their safety or of keeping records. making reports or paying of any payroll taXes or contribution.
Contractor agrees to defend, indemnify and hold Owner harmless and reimburse them for any expense or liability
incurred under said statutes in connection with employees of Contractor. including a sum equal to any
unemployment benefits paid to those who were Contractor's employees. where such benefit payments are charged to
Owner under any merit plan or to Owner reserve accounts pursuant to any statute. Nothing contained in the Contract
 Documents or any subcontract awarded by Contractor shall create any contractual relationship between any
subcontractor and Owner.


AIADocument A201 ~ - 1997.Copyright @19"11, 1915,1918,1925, 1937,1951. 1958, 1961, 1963, 1966, 1970,1976.1987and 1997byTheAmerican
Institute ot Architects. All rights reserved. WARNING: Thla AlA• Document Ia protected by U.S. Copyright law and International Treatlea.llnauthorlzed       22
reproducUon or dlatrlbullon of this AIA8 Document, or any portion of It, may result In aevere civil and criminal penalties, and will be proaecuted to tho
mnlmum extent possible under the law. This document was pr.oduced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_1 which
expires on 7/2312006, and is not for resale.
User Notes: Clayco A201 • Koll · lntellicenter · Dallas v2 (5· 19·06)                                                                      (986536188)

R.P. Appx. 362                                                                                                                                 51
§ 4.2,11 The t\rehheet will iatsrpret aeEi EieeiEie matters eooeemiag 13erfermaaee aaaer oaEI reEJllll=emeat~ af, the
Contract DocHRleRffi oR writtea reetHe.st of eil:Rer H'te OvfHer or Coaa-eeter. The ,'\rehiteet's FeSfJORse te SHch reEJHests
will be maEie ie writiag wit Ria aay time limits agreeE11:1~ea or etherwise with reaseaaele prem)!ltaess. If ao
agFeeme~ is RlaEie ceacemiag H'te time withia which iaterpretatieas reEjHireEI ef me Arc:!Htec.t shall ee fl:lmisheEI iR
eomtJ~ianee vlith a=tis Seetiea 4.2, tkea EieJay shall aet ee reeegRir:eEi ea aeeeaRt ef faihu=e ey the Arehiteet te farnish
s1:1ch iaterpFetatieas Yatil 15 Eiays after 'NAtteR ref:}Yest is IRilEie fer them.
§ 4.2.12 Contractor represents and warrant~ that it will keep and have available all necessary records and make all
payments. reports. collections and deductions and otherwise do any and all things so as to fully comply with all
federal. state and local laws. ordinances and regulations as they affect performance of the Contract Documents, so as
to fully relieve and protect Owner from any and all responsibility or liability therefore or in regard thereto: (I) the
production. purchase and sale. furnishing and delivering. pricing, and use or consumotion of materials. supplies and
equipment (2) the hire, tenure or conditions of employment of employees and their hours of work and rates of the
payment of their Work. and (3) the keeping of record~. making of reports. and the payment. collection and/or
deduction of rederal. state. commonwealth and local taxes. contributions. pension funds. welfare funds. or similar
assessments.

§ 4.2.12 bi!ElFJ!lretatieas &REI Eieeisieas ef the Areliiteet will ee eeasiHteAt witk: tile iRteAt of aRt:! reaseAaely iRferaele
frem me Ceaka~t DeeYmefl~ aaa wiU ae iR writieg er ia the farm af drawiags. Wliea maiEiRg SHell iaterpFetatiBRS
ana iajlial Eiesisioas, the. :1\J:ehitest will eREieaYer te seeYre faia=tful ~erformS:Rce by eeth OwReF ant:! Ceaa=aeter, will
Ret shew JJartiality te either anEI wiJI aet ee liaele fer resylts of iaterpretatiens or Eieeisioar; se reAEiereEi ia geeEI f11ith.

§ 4.2.13 T!!e Are:!Hteet's Eleei:sieas ea matters relatiag te aestlietie effect •n•iJI ee flfl&l if eonsisteat with the iRteRt
e*f!Fe:;seEi ia the CoH:tTact DecYmeats.
§ 4.2.13 Nothjng in the Contract Documents shall be deemed to represent that Contractor. or any of Contractor's
·employees or agents. are the agents. representatives or employees of Owner. Contractor shall be an independent
 contractor and shall have resoonsibility for and control over the details and means for performing the Proiect.
 Anything in the Contract Documents that may appear to give Owner the right to direct Contractor as to the details of
 the perf0rmance of the Project or to exercise a measure of control over Contractor shall mean that Contractor shall
 follow tbe desires of Owner onJy as to the intended results of the Project.

§ 4.3 CLAIMS AND DISPUTES
§ 4.3.1 Definition. A Claim is a demand or assertion by one of the parties seeking, as a matter of right, adjustment or
interpretation of Contract terms, payment of money, extension of time or other relief with respect to the terms of the
Contract. The term "Claim" also includes other di~putes and matters in question between the Owner and Contractor
arising out of or relating to the Contract. Claims must be initiated by written notice. The responsibility to
substantiate Claims shaU rest with the party making the Claim.

§ 4.3.2 Time Limits on Claims. Claims by either party must be initiated within 2 1 days after occurrence of the event
giving rise to such Claim or within 21 days after the claimant first recognizes the condition giving rise to the Claim,
whichever is later. Claims must be initiated by written notice to the Architect aad the other party.

§ 4.3.3 Continuing Contraat Performance. Pending final resolution of a Claim except as otherwise agreed in writing
or as provided in Section 9.7 .I and Article 14, the Contractor shall proceed diligently with performance of the
Contract and the Owner shall continue to make payments in accordance with the Contract Documents.

§ 4.3.4 Claims for Concealed or Unknown Conditions. If conditions are encountered at the site which are (I)
subsurface or otherwise concealed physical conditions which differ materially from those indicated in the Contract
Documents or (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily
found to exi.<;t and generally recognized as inherent in construction activities of the character provided for in the
Contract Documents, then notice by the observing party shall be given to the other party promptly before conditions
are disturbed and in no event later than 21 days after first observance of the conditions. Tlie Areliitect willf3F9fl'!~tly
iRvest:igate sl:lcl:! cenEiiheRs aad, if ~Re~· Eiiffer materially aRE! ea1:1se Qfl inerease er Eieerease ia tke CeRa=aeter' ~ east
ef, er t:ime re€:j:HireEI fer, perfern:taaee ef any f'art ef tae \Veri<, •.viii reeeRl!BeAEi aa ef:}eitable aEljYstmeat ia the
Ceaa-aet St~fl'! er Ceaa-eet Tia1e, or eats. If the :1\J:ehitect determiaes that tile eoaditieas at the site are. Ret materially
EiiffereRt from tkese inEiisateEi iR lhe CeAlraet Deeymeats aREI that ae ehaRge ia tae terms of tae CeRtraet is jYstifieEI,
H'te ,'\reJ:iiteel saall se ROt:ify a=te o·. . aer aRE! Ceaa-aeter iR writing, stat:iag the reaseas. Claifl'lfi ey eia=ter flertj ill
ElfJJ!lEISit:iea te SYeh EletermiRatieR mYSt ee maae \ Athia 21 Elays after a=te Architeet has gi'leA Rotiee afthe EieeisieR. If
                                                            1




AlA Document A201lN-1997. Copyright © 1911, 1915, 1918, 1925, 1937. 1951 , 1958, 1961, 1963., '1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document Is protected by U.S. Copyright Lew and lntem•tlonal Treatlea. Unau1horlzed          23
reproduction or dletrlbutlon of thll AlA• Document, or any portion ot It, may result In severe ~;:lvlland criminal penaltlea, and will be prosecuted to the
maximum extent posaible under the law. This document was produced by AlA software at 14:42:43 on 05119/2006 under Order No.1 000182995_ 1 which
expires on 7/2312006, and is not for resale.
User Notes: Clayco A201 · Kall· lntellicenter · Dallas v2 (5·19·06)                                                                          (986536188)

R.P. Appx. 363                                                                                                                                  52
the conditions encountered arc materially different, the Contract Sum and Contract Time shall be equitably adjusted,
but if the Owner and Contractor cannot agree on an adjustment in the Contract Sum or Contract Time, the
aajllstm~t ~shall be referred te the Areh:i.teet fer ie:ilial dete!'ffii:flatieR, Sl:lejeet te Fl:lrtl:!er praeeeaiRgs Pl:lfSI:IaBt
t9 Seetiea 4.4.considered a Claim and be resolved in accordance with Sections 4.4-4.6 below.

§ 4.3.5 Claims for Additional Cost. If the Contractor wishes to make Claim for an increase in the Contract Sum,
written notice as provided herein shall be given before proceeding to execute the Work. Prior notice is not required
for Claims relating to an emergency endangering life or property arising under Section 10.6.

§ 4.3.6 If the Contractor believes additional cost is involved for reasons including but not limited to (I) a written
interpretation from the Ai'ehitect, Owner, (2) an order by the Owner to stop the Work where the Contractor was not
at fault, (3) a written order for a minor change in the Work issued by the Areaiteet, Owner. (4) failure of payment by
the Owner, (5) terminati.o n of the Contract by the Owner, (6) Owner's suspension or (7) other reasonable grounds,
Claim shall be filed in accordance with this Section 4.3.

§ 4.3.7 Claims for Additional Time
§ 4.3.7.1 If the Contractor wishes to make Claim for an increase in the Contract Time, written notice as provided
herein shaH be given. The Contractor's Claim shall include an estimate of cost and ofprobable effect of delay on
progress of the Work. In the case of a continuing delay only one Claim is necessary.

§ 4:3.7.2 If eaverse weather eoaairioas are the easis fer a Claiftl fer aelairieRal tiftle, SHch Claim shall ee elecl:IFAeRtea
ey aala Sl:IBStEllltiat4ng that Vf'eather eena.itioes were aeserm!H fer the periea ef time, eo1:1la eot !:lave eeea reaseaaely
I!:Baeit>atea ena.haEla:B ea¥erse effect OR the sched1:1lea cOBSa.=l:letioa
§ 4.3.7.2 Adverse weather conditions or adverse site conditions caused by adverse weather may be the basis for a
Claim for additional time to the extent that the days lost during a particular calendar month due to such inclement
weather exceeds three (3) days of lost time (in work days) for the calendar month. If adverse weather conditions or
adverse site conditions caused by adverse weather are the basis for a Claim for additional time, such Claim shall be
documented by·data substantiating that either (i) weather conditions had an adverse effect on the scheduled
construction. or (ii) weather conditions prevented the type of Work then scheduled, or (iii) adverse site conditions
caused by adverse weather prevented the type of Work then scheduled.

§ 4.3.8 Injury or Damage to Person or Property. If either party to the Contract suffers injury or damage to person or
property because of an act or omission of the other party, or of others for whose acts such party is legally
responsible, written notice of such injury or damage, whether or not insured. shall be given to the other party within
a reasonable time not exceeding 21 days after discovery. The notice shall provide sufficient detail to enable the other
party to investigate the matter.

§ 4.3.9 If unit prices are stated in the Contract Documents or subsequently agreed upon, and if quantities originally
contemplated are materially changed in a proposed Change Order er Cossl:f~:~el:ioR Clumge Directive so that
application of such unit prices to quantities of Work proposed will cause substantial inequity to the Owner or
Contractor, the applicable unit prices shall be equitably adjusted.

§ 4.3.10 Claims for Consequential Damages. The Contractor and Owner waive Claims against each other for
consequential damages arising out of or relating to this Contract. This mutual waiver includes:
          .1   dan1ages incurred by the Owner for rental expenses, for losses of use, income, profit, financing,
               business and reputation, and for loss of management or employee productivity or of the services of
               such persons; and
          .2   damages incurred by the Contractor for principal office expenses including the compensation of
               personnel stationed there, for losses of financing, business and reputation, and for loss of profit
               except anticipated profit arising directly from the Work.

This mutual waiver is applicable, without limitation, to all consequential damages due to either party's termination
in accordance with Article 14. Nothing contained in this Section 4.3.10 shall be deemed to preclude an award of
liquidated direct damages, when applicable, in accordance with the requirements of the Contract Documents.




AlA Document A201"' - 1997. Copyright © 1911, 19l5, 1918, 1925, 1937, 1951 , 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The ATflerican
Institute of Architect$. All rights reserv~ WARNING: This AIA8 Document Ia protected by U.S. Copyright Law end lnternstlonsl Trestles. Unauthorl:ted        24
reproduction or dlstrlbuUon of thlt AlA Docum ent, or any portion of lt1 may result In severe civil and criminal penaiUea, and will be prose<:utad to the
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_1 which
expires on 7/23.12006, and is not for resale.
User Notes: Clayco A201 • Koll • lntellicenter - Dallas v2 {5-19·06)                                                                      (986536188)

R.P. Appx. 364                                                                                                                                53
 § 4.4lNDEMNITY & RESOLUTION OF CLAIMS AND DISPUTES
 § 4.4.1 Deeiniaa ef Arekiteet. ClaiFRs, iaelaeiag tk9se allegiag aR err9r 9F 9R'Mssi9R l:)y tke kekiteet aut elEelal:iiag
 mefie arisiag aaeer SeetieR!i 10.3 tA.rewgl:l lQ.5, shall ee refen-ee initially £9 tile i\:rek:it.eet fer eeeisioa. Aa iaitial
 eeeisi9B By tRe t\reftiteet shftlJ Be f8Ej!:IH8Q aS a eeftE!itiea f!F8eeEleat te IBeEf.iatiOB, areiB"-atiOB OF litigatioB of alJ
·Claims eetweeR tke Ceatraeter aae Owaer arisiRg f'AOF to tke eate fiaal!lllYFfi8At is eue, URiess 3Q eayl; kave fltl!iSee
 after the ClaiFR kas eeea referree to Hie AreA:iteet with ae eeeisiea l:laviag eeea reaaeree ey tA:e Arekiteet. Tke
 Arehiteet will aot eeeiee dispwtes betweeR the Ceatraeter aaa perseRs or eAtities otker thQR tke Owaer.
§ 4.4.1 Contractor agrees to defend. indemnify and hold Owner. the affiliated companies of Owner. and all of their
directors, officers, employees. agent~ and representatives. harmless from and against any claim, demand, cause of
action. liability. loss or expense arising:
          .1 By reason of Contractor's actual or asserted failure to comply with any law, ordinance. regulation. rule
or order. or with the Contract Documents. This Section 4.4. 1.1 includes, but is not limited to, fines or penalties by
government authorities and claims arising from Contractor' s actual or asserted failure to pay taxes .

         .2 From actual or asserted violation or infringement of rights in any patent. copyright, proprietary
information. trade secret or other property right caused or alleged to be caused by the use or sale of goods. materials,
methods, processes. designs or information. including construction methods. construction equipment and temporary
wnstruction facilities. furnished by Contractor or its subcontractors in performance of the Project. Should any goods
or services provided by Contractor become, or appear likely to become. the subject of a claim of infringement of a
patent. copyright or other property right Contractor shall. at Owner's option, either procure for Owner the right to
continue using such gOOds or services. replace same with equivalent. non-infringing goods or services. or modify the
goods ()r services so that the use thereof becomes non-infringing. provided that any such modification or
replacement is ofequal quality and provides equal perfonnance to the infringing goods or services.

        .3 From actual ,or alleged contamination. pollution. or public or private nuisance. directly caused by any
negligence or intentional misconduct of the Contractor or its subcontractors.

§ 4.4.2 The Arehiteet v.411 :eeviev; Claims aRa w~tl:liR tea aays af the reeeifjt ef the ClaiFR tal~ aee er FRere af the
feJia?l'ia:g ae~aes: (I) FeEJ:~test aEieitieeal SYppertiag eata freFR the elaimaet era respoase witk SI:IJ3pertieg data A-am
me ether f!'!l:llJ', (2) rejeet t:l!e ClaifR mwkele aria flart, (3) aj3preve the Claim, (4) sHggest a e9FRfl£9FRifle, er (5)
advise the flaFties taat tke Arebiteet is l::IAable to resolve the ClaiFR if tke Arehiteetlaeks saffieieat ieferFRatiea te
e"alaate tke FBerit§ 9f the Qaiffl er if the i\:rehiteet e9A€Il::lees_that, ia the Anzhitest' s sale eiseretiea, il weala ee
ifl:appropriate fer the 1\i:ehiteet to resolve the ClaiFR.
§ 4.4.2 Contractor's indemnity obligations in this Subparagraph 4.4 arc subiect to the provisions of
Subparagraphs 4,3.10 and 11.4.7 and ArtiCle 10. and shall apply to the extent that the amount to be
indemnified was not caused by the negligence or willful misconduct of. or by defects in design furnished by,
the party to be indemnified. Contractor's defense and indemnity obligations shaD include the duty to
reimburse any attorneys' fees and expenses reasonably incurred by Owner for legal action to enforce
Contractor's indemnity obligations.

§ 4.4.3 Ia tWall::lat-iag Claiffl5. the Arsltiteel FRay, aut skall Bet ee eeligatee te, seasalt witk flf Reek ffiforFRalieR freffi
eitlte.r f!arty 9F froFR f'e£S9as vlith Sf!eeial lffiowleage er eJEf!ertise who FRay assist tlte Arehiteet iR reaeeriRg a
eeetsiae. The Arekiteet may reEJaest the Owner te authorize reteaaea of sael:l l"ersoRs at tke Owaer' s eM:pease.
§ 4.4.3In the event that the indemnity provL~ions in the Contract Documents are contrary to the law governing the
Contract Documents, then the indemnity obligations applicable hereunder shall be construed to be to the fullest
extent allowed by applicable law.

§ 4.4.4 If tke Arehiteet reEJaests a party to (:lFOVide a reS(:lOR:68 te a Clai-m er te ~mish aeaitioaal Sl::lj3j39rti-ag eal:a,
s.aeh flarly shall resfleRe, withia tee eays after reeeipt ofsush re~1:1est, aHa shall either fl£9\'ide a resf!oese oe tke
FeEJ:l:lestee SllflflOI'tiRg eata, QQ~'iSe the Arekiteet \'/ReA tlte FeSfiORSe er Sllfl!"9rtiR:g eata wiH ee famiskee or aEivise tbe
:Arehi*eet that BO SYflfl9rURg eata will ee fl::lmishee. Upea reeeiflt of the respease 9f sappertiag eata, if aey, me
Arehiteet will eit-Rer rejeet er apf!reve tlte ClaiFR ia whole or ia f!art.
§ 4.4.4 With respect to claims by employees of Contractor or its subcontractors. the indemnity obligations created
under this Section 4.4 shall not be limited by the fact of. amount or type of benefits or compensation payable by or
for Contractor. its subcontractors or suppliers under any workers' compensation, disability benefits. or other
employee benefits acts or regulations. and Contractor waives any limitation of liability or immunity arising from
workers' compensation or such other acts or regulations.

AlA Document A201TM - 1997. Copyright @ 1911 , 1915. 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: Thla AlA• Document Ia protected by U.S. Copyright Law and lntematlonel Treaties. Unauthorized           25
reproduction or distribution of this AlA" Document, or any portion of It, may result In sevel'8 civil and criminal penaltlea. and will be prose-cuted to the
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_1 which
expires on 7/23/2006, and is not for resale.
User Notes: Clayco A201 • Koll · lntellloenter • Dallas v2 (5· 19·06)                                                                        (986536188)
R.P. Appx. 365                                                                                                                                   54
§ 4.4.5 The ;\rekiteet vt'ill &flflFO're or Fejeet ClaciHis ey writteR deeisioa, wR:ich shall state tke reauoa~ tkerefer ltfld
wJ:tiee shall aeti:fy tee flarties af aay eJ.laage ia tke Caatraet S1:1H1 oF CoRtraet TiHie or eatk. The a'f'lj:l£0\'al er rejeetioa
ef a Cla'i:£6 ey the AreR:iteet shll'll be fiaal aHEi eiad:iag OR the j'larties bl:lt Sl:lbj eet te med:iatiea aRel arbitratiOR.
§ 4.4.5 Unless Contractor has provided Owner with a bond or other form of security in form and amount reasonably
acceptable to Owner. amounts may be retained from payments otherwise du·e Contractor as shall reasonably be
considered necessary to satisfy any mechanics' or materialmen's lien.~ for damages that fall within Contractor's
indemnity obligations under this Section 4.4 until such claims suits or liens have been settled and satisfactory
evidence to that effect .has been furnished to Owner. Notwithstanding anything to the contrary in the foregoing. if
the Contractor provides the Owner with a lien bond or other form of security sufficient to cover mechanics' liens
filed by the Contractor or any Subcontractor. the Owner shall not withhold payment as set forth in this Section or in
Section 9.5. I herein. The Contractor will diligently pursue the removal of any lien filed by a Subcontractor. and.
regardless of whether a lien bond is provided as set forth above. during such time the Owner shall not satisfy or pay
off the lien or otherwise settle or compromise the Contractor's claim; provided, however. that promptly after a final.
non-appealable judgment is rendered directing that the property be sold to satisfy the lien. and in any event prior to
tbedate ofsuch sale. the Contractor will satisfy the lien and pay the Contractor all amounts owing.

§ 4.4.& Vlkea a writteH Eleeisiea ef the ,'\i:ekiteet states tJ.lat (l) tke aeeisieR is fiaal al:lt Sl:lajee.t te H!ed:iaaea aaa
areitratieR aad (2,) a aemaREI fer arbitratieR af a ClaiR! severed by SliGh eeei&ieR HII:ISt ae HIaGe witJ.liR 30 days afte:r
tBe Sate OR wfl:iea the 'flart)' Hl.aking tl:!.e S8FHa.Rel reseives the flRal WFJ\'teH EleeisieH, thea faiiYf@ te demaREI areitrati9R
witkia said 39 d:ays' fleried skaJI resYit ia the Archlteet'!> deeision becoHiing final aad biaaiag l:lflOR tke Owaer afld
CeRtraeter. If tl:le ,'\:rekiteet Eeaeers a deeisiea a.fEe£ arbitratiea preeeeeiag!l J:lave eeea iaitiated, s1:1eJ:i deeisien may
be eHtered as e\"'.:Eleeee, e1:1t saa!I Ret Sl:lfleFsede arbitratieR J3FOeeediegs l:lftiess tke deeifd8R is aeeeptaele tO all parties
eeeeemea.
§ 4.4.6 Notwithstanding any provision in the Contract Documents to the contrary, Owner and Contractor
mutually waive any and all claims against the other for special, consequential or punitive damages arising out
of or relating to the Contract Documents. This waiver includes but is not limited to damages incurred for
rental expenses, for losses of use, income, profit, financing, business and reputation, and for loss of
management or employee productivity or of the services of such persons;

§ 4.4.7 Upon receipt of a Claim against the Contractor or at any time thereafter, the Arel:!iteet er tJ.le Owner may, but
is not obligated to, notify the surety, if any, of the nature and amount of the C laim. lf the Claim relates to a
possibility of a Contractor's default, the ,'\i:el:!iteet OF the Owner may, but is not obligated to, notify the surety and
request the surety's assistance in resolving the controversy.

§ 4.4.8 If a Claim relates to or is the subject of a mechanic' s lien, the party asserting such Claim may proceed in
accordance with applicable law to comply with the lien notice or filing deadlines prior to resolution of the ClaiR! B)'
~by                     mediation or by arbitration.

§ 4.5 MEDIATION
§ 4.5.1 Any Claim arisin,g out of or related to the Contract, except Claim6 relaliag to aes~hetie effeet !IRa e*eept tbose
waived as provided for in Sectioll$ 4.3 .J 0, 9.I 0.4 and 9 . I0.5 shall, after iniaal Eleeisiea by tke A.reJ.liteet er 30 days
after s~:~emissiea ef ~l:!e ClaiR! te tJ.le A:eJ.liteet, be subject to mediation as a condition precedent to arbitratieR er
binding arbitration.~Except with the Owner's prior written consent, neither the assertion of a Claim nor the
iastitl:ltiea prosecution of ~mediation or eEjl:litable pFeeeediags by either party.arbitration hereunder shall cause
any Work to be haJted pending resolution of same.

§ 4.5.2 The parties shall endeavor to resolve their Claims hy mediation which, unless the parties mutually agree
otherwise, .shall be in accordance with the Construction Industry Mediation Rules of the American Arbitration
Association C\llTently in effect. Request for mediation shall be filed in writing with the other party to the Contract
and with the American Arbitration Association. The request may be made concurrently with tbe filing of a demand
for arbitration but, in such event, mediation shall proceed in advance of arbitration or legal or equitable proceedings,
which shaJl be stayed pending mediation for a period of 60 days from the date of filing, unless stayed for a longer
period by agreement of the parties or court order.




AlA Document A201 110 -1997. Copyright @ 1911 , 1915. 1918, ~925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, t 976, 1987 and 1997 by The American
Institute of Architects. All rights reserve~. WARNING: This AJA Document Is p rotected by U.S. Copyright Law and lntematlon11l Treaties. Unauthorized
reproducUon or distribution of t hla AJA Document, or any portion of It, may result In eevere civil and criminal penalties, and will be prollelcuted to the   26
maximum extent poss.lble under the law. This document was produced by AlA software al t4:42:43 on 05119/2006 under Order No.1 000182995_1 which
expires on 7/2312006, and is 11otlor resale.
User Notes: Clayco A201 • Koll · lntellicenter · Dallas v2 (5·19·06)                                                                       (986536188)

R.P. Appx. 366                                                                                                                                  55
§ 4.5.3 The parties shall share the mcd!iator's fee and any filing fees equally. The mediation shaU be held in the place
where the Project is located, unless another location is mutually agreed upon. Agreements reached in mediation shall
 be enforceable as settlement agreements in any court having jurisdiction thereof.

§ 4.6 ARBITRATION
§ 4.6.1 Any Claim arising out of or related to the Contract, except Claims relatiag te aesthetie effeetanEI e:Kee13t those
waived as provided for in Sections 4.3.10, 9.1 0.4 and 9.1 0.5, shaH, after Elee3sioa ey t.he Arehi~eet or 30 Elays after
s~JemissieR ef tae Claim te tae Afeftiteet, shall be s ubject to binding arbitration. Prior to arbitration, the parties shall
endeavor to resolve disputes by mediation in accordance with the provisions of Section 4.5.

§ 4.6.2 Claims not resolved by mediation shall be decided by binding arbitration which, unless the parties mutually
agree otherwise, shall be in accordance with the Construction Industry Arbitration Rules of the American
Arbitration Association currently in effect. The demand for arbitration shall be filed in writing with the other party
to the Contract and with the American Arbitration Assoeiatiea, aaEI a eej3y 5hall ee f:iJeEI wim me
AJ.:GAiteot.Association. BY lNITIALING IN THE SPACE BELOW YOU ARE AGREEING TO HAVE ANY
DISPUTE DECIDED BY NEUTRAL ARBITRATION AND YOU ARE GIVING UP ANY RIGHTS YOU
MIGHT POSSESS TO HAVE THE DISPUTE LITIGATED IN A COURT OR JURY TRIAL.

Owner Initials                                                                                                Contractor Initials



§ 4.6.3 A demand for arbitration shall be made within tke time limits specified i-s Seetieas 4.4 .e eBfi 4.€i.l as
&j3j31ieaele, anEI iR ether eases \'lithia a reasonable time after the Claim has arisen, and in no event shall it be made
after thedate when institution of legal or equitable proceedings based on such Claim would be barred by the
applicable statute of limitations as det·ermined pursuant to Section I ~.7.

§ 4.6.4 Limitation on Consolidation or Joinder. No arei~atiea arisiRg o11t of or relatiag te the Cena=aet shall iacl11de,
ey eefl:'leliEiatiee erjei-BEier or iR aay aEher mQfiRer, the Arekiteet, the i\::effiteet's empleyees er eefltlai~Rts, e:Keej3t
ey v,rriuea eeaseat.eeataiaiag specifie refereaee to me Agreemeat aaEI sigRee by the Arehiteet, OwRer, Cea~aeter
EI8Eiany ether persea er eat:ity tiollght to ee jeiAed. ~le arei~atieR shall iRelllele, ey eoaseliEiatieR erjeieEier or ia any
etd:ler maRBer, fJal'ties ether man td:le 0'1;ser, CeRa-actor, a se13arate eena=aetor as EieserieeEI i-s: A"'tiele 9 aad ather
persons sllestaijliia:lly iJwelYeEI iRa eemmea c.'jHesaea offact or law whe5e preseRce is re€JilireEI if eeH!plete relief is
te ee aeeen:EieEI ia areitra~ieR. No 13ersoR er eatity ether than tile Owaer, CeRtraerer er a fiej3arate eentraeter as
Eleserieed ia Acr-ae!e 6 shall ae iBciYdeEI as ae erigiaal th-ir4 fJartY er aEIEiitietHtl third fJaFtY te aR a;reia=atien whese
iaterest er respeAsieility is i-as11bs~anti a.J. Ceeseet te areia=atioR iR\'eh•iRg aa aEiditieRal 13erseR er eatity tihall ROt
eeastit11te eeaseat to areitratie:a ef a Claim Ret eleserieed thereia or with a j3ersee or effiity aet B:IHHee er described
thereiR. The foregoing agreement to arbitrate and other agreements to arbitrate with an additional person or entity
duly consented to by parties to the Agreement shall be specifically enforceable under applicable law in any court
havjng jurisdiction thereof.

§ 4.6.5 Clailtl$ and Timely Assertion of Claims. The party filing a notice of demand for arbitration must assert in the
demand all Claims then known to that party on which arbitration is permitted to be demanded.

§ 4.6.6 Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be final, and judgment
may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

ARTICLE 5 SUBCONTRACTORS
§ 5.1 DEFINITIONS
§ 5.1.1 A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the
Work at the site. The term "Subcontractor" is referred to throughout the Con1ract Documents as if singular in
number and mearis a Subcontractor or an authorized representative of the Subcontractor. The term "Subcontractor"
does not include a separate contractor or subcontractors of a separate contractor.

§ 5.1.2 A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to
perform a portion of the Work at the site. The term "Sub-subcontractor" is referred to throughout the Contract


AlA Document A201'M -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961 , 1963, 1966. 1970, 1976, 1987 and 1997 by The· American
Institute ol Architects. All rights reserved. WARNING: This AtA• Document Is protected by U.S. Copyright Lew and International Treallea. U'nauthorlzed      27
reproduction or dlatrlbutlon of this AlA" Document, or any portion ollt, may result In severe civil and criminal penalties, and will be prosecuted to the
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
expires on 7/2312006, and is not for resale.
User Notes: Clayco A201 • Koll - lntellicenter - Dallas v2 (5-19-06)                                                                       (98.6536188)

R.P. Appx. 367                                                                                                                                 56
Documents as if singular in number and means a Sub-subcontractor or an authoriz.ed representative of the Sub-
subcontractor.

§ 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
§ 5.2.1 Unless otherwise stated in the Contract Documents or the bidding requirements, the Contractor, as soon as
practicable after award of the Contract, shall furnish in writing to the Owner tbro~:~gli ~e Arekiteet the names of
persons or entities (including those who are to furnish materials or equipment fabricated to a special design)
proposed for each principal portion of the ~Work and will, upon request therefor by Owner. update such list
during construction of the Project. The A rchitect Owner will promptly reply to the Contractor in writing stating
whether or not the Owner er lke Afebiteet, Owner, after due investigation, has reasonable objection to any such
proposed person or entity. Failure of the Owner or Architect to reply promptly shall constitute notice of no
reasonable objection. Notwithstanding anything herein to the contrary, the Contractor may subcontract portions of
the Work to the Contractor or divisions of the Contractor pursuant to a subcontract agreement. and the subcontract
sum thereof shall constitute a Cost of the Work. but only if such subcontract agreement is approved in writing in
advance by Owner.

§ 5.2.2 The Contractor shall not contract with a proposed person or entity to whom the Owner er Arekheet has made
reasonable and timely oojection. The Contractor shaJJ not be required to contract with anyone to whom the
Contractor has made reasonable objection.

§c5.2.3 lf the Owner er Arekiteet has reasonable objection to a person or enti"ty proposed by the Contractor, the
Contractor shaJJ propose another to whom the Owner ar A::ebiteet has no reasonable objection. If the proposed but
rejected Subcontractor was reasonably capable of performing the Work, the Contract Sum and Contract Time shall
be increased or decreased by the difference, if any, occasioned by such change, and an appropriate Change Order
shall be issued before commencement of the substitute Subcontractor's Work. However, no increase in the Contract
Sum or Contract Time shall be ano wed for such change unless the Contractor has acted promptly and responsively
in submitting na.mes as required.

§ 5.2.4 The Contractor shall not change a Subcontractor, person or entity previously selected if the Owner er
Arehiteet makes reasonable objection to such substitute.

§ 5.3 SUBCONTRACTUAL RELATIONS
§ 5.3.1 By appn~priate agreement, written where legally required for validity, the Contractor shall require each
Subcontractor, to the extent of the Work to be performed by the Subcontractor, to be bound to the Contractor by
terms of the Contract Documents, and! to assume toward the Contractor all the obligations and responsibilities,
including the responsibility for safety of the Subcontractor's Work, which the Contractor, by these Documents,
assumes toward the Owaer aae :t\Feliiteet. Owner. Each subcontract agreement shall preserve and protect the rights
of the Owner aRe Arel:titeet under the Contract Documenlc; with respect to the Work to be performed by the
Subcontractor so that subcontracting thereof will not prejudice such rights, and shall allow to the Subcontractor,
unless specifically provided otherwise in the subcontract agreement, the benefit of all rights, remedies and redress
against the Contractor that the Contractor, by the Contract Documents, has against the Owner. Where appropriate,
the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The
Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement,
copies of the Contract Documen~ to which the Subcontractor will be bound, and, upon written request of the
Subcontractor, identify to the Subcontractor terms and conditions of the proposed subcontract agreement which may
be at variance with the Contract Documents. Subcontractors will similarly make copies of applicable portions of
such documents available to their respective proposed Sub-subcontractors.

§ 5.4 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
§ 5.4.1 Each subcontract agreement for a portion of the Work is assigned by the Contractor to the Owner provided
that:
           .1     assignment is effective only after termination of the Contract by the Owner for cause pursuant to
                  Section 14.2 and only for those subcontract agreements which the Owner accepts by notifying the
                  Subcontractor and Contractor in writing; and
           .2     assignment is subject to the prior rights of the s urety, if any, obligated under bond relating to the
                  Contract.


AlA Document A201 TIII-1997. Copyright © 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA" Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized        28
reproduction or dletrlbutlon of this AlA• Document, or any portion of it. may result In eevere civil and criminal penalties, and will be prosecuted to the
maximum extent poSJJible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
expires on 7/23/2006, and is not for resale.
User Notes: Clayco A201 • Koll · lntellicenter · Dallas v2 (5·19.06)                                                                        (986536188)

R.P. Appx. 368                                                                                                                                 57
§ 5.4.2 Upon such assignment, if the Work has been suspended for more than 30 days, the Subcontractor's
compensation shall be equitably adjusted for increases in cost resulting from the suspension.

ARTICJ.:E 6 CONSTRUCTION BY OWNER OR BY SEPARATE CONTRACTORS
§ 6.1 OWNER'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS
§ 6.1.1 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 Conditions of the Contract identical or substantially similar to these including those
portions related to insura.n ce and waiver of subrogation. If the Contractor claims that delay or additional cost is
involved because of such action by the Owner, the Contractor shall make such Claim as provided in Section 4.3.

§ 6.1.2 When separate contracts arc awarded for different portions of the Project or other construction or operations
0n the site, the term "Contractor" in the Contract Documents in each case shall mean the Contractor who executes
each separate Owner-Contractor Agreement.

§ 6.1.3 The Owner shall provide for coordination of the activities of the Owner's own forces and of each separate
contractor with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with
other separate contractors and the Owner in reviewing their construction schedules when directed to do so. The
Contractor shaH make any revisions to the construction schedule deemed necessary after a joint review and mutual
agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate
contr;,tctors a,nd the Owner until subsequently revised.

§ 6.1.4 Unless otherwise provided in the Contract Documents, when the Owner performs construction or operations
related to the Project with the Owner's own ~forces or pursuant to separate contracts with other contractors.
the Owner shall be deemed to be subject to the same obligations and to have the same rights which apply to the
Contractor under the Conditions of the Contract, including, without excluding others, those stated in Article 3, this
Article 6 and Articles 10, 11 and 12. Without limiting the generality of the foregoing. if the Owner awards separate
contracts with any other contractors for any work at the Project site during the performance of the Work. then the
Owner shall cause each and every such other contractor (and their subcontractors of any tier) to name the Contractor
as an additional insured on all liability insurance policies maintained by such other contractor (and their
subcontractors of any tier) to the extent such policies cover liabiJities relating to the Project or other work being
performed at the Project site. The Owner shall furnish to the Contractor written evidence that such insurance is in
effect and that the Contractor has been named an additional insured as aforesaid upon the first to occur of the award
or execution of any such separate contract.

§ 6.2 MUTUAL RESPONSIBILITY
§ 6.2.1. The Contractor shall afford the Owner and separate contractors reasonable opportunity for introduction and
storage of their materials and equipment and performance of their activities, and shall connect and coordinate the
Contractor's construction and operations with theirs as required by the Contract Documents.

§ 6.2.2 If part of the Contractor's Work depends fo( proper execution or resu Its upon construction or operations by
the Owner or a separate contractor, the Contractor shall, prior to proceeding with that portion of the Work, promptly
report to the ~apparent discrepancies or defects in such other construction that would render it
unsuitable for such proper execution and results. Failure of the Contractor so to report shall constitute an
acknowledgment that the Owner's or separate contractor's completed or partially completed construction is fit and
proper to receive the Contractor's Work, except as to defects not then rea-;onably discoverable.

§ 6.2.3 The Owner shall be reimbursed by the Contractor for costs incurred by the Owner which are payable to a
separate contractor because of delays, improperly timed activities or defective construction of the Contractor. The
Owner shall be responsible to the Contractor for costs incurred by the Contractor because of delays, improperly
timed activities, damage to the Work or defective construction of a separate contractor.

§ 6.2.4 The Contractor shall promptly remedy damage wrongfully caused by the Contractor to completed or partially
completed construction or to property of the Owner or separate contractors as provided in Section 10.2.5.

§ 6.2.5 The Owner and each separate contractor shall have the same responsibilities for cutting and patching as are
described for the Contractor in Section 3.14.
AlA Document A201TM - 1997. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The Americatl
lns1itute of Architects. All rights reserved. WARNING: This AlA• Document Ia p rotected by U.S. Copyright Law and International Treatlea. Unauthorized   29
reproduction or d~trlbutlon of thla AlA• Docwnent, or en~ portion of It, may reaullln severe clvlllnd criminal ponlltlu, and will be prosecuted to the
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05119/2006 under Order No.1 000182995_ 1 which
expires on 7123/2006, and is not for resale.
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R.P. Appx. 369                                                                                                                             58
§ 6.3 OWNER'S RIGHT TO CLEAN UP
§ 6.3.1 If a dispute arises among the Contractor, separate contractors and the Owner as to the responsibility under
their respective contracts for maintaining the premises and surrounding area free from waste materials and rubbish,
the Owner may clean up and the Ar-eiliteet will alloeate the cost among those FeSf'Oiliitble.responsible shall be
equitably allocated.

ARTICLE 7 CHANGES IN THE WORK
§ 7.1 GENERAL
§ 7.1.1 Changes in the Work may be accomplished after execution of the Contract, and without invalidating the
Contract, by Change Order, Coastr~etioa Cllange Di£eet1ve or oraer fer a miaor ehange in the Work, subject to the
limitations stated in this Article 7 and elsewhere in the Contract Documents.

§ 7.1.2 A Chaage OrEier sllall ae aaseEf lipOR agreeffieRt affiORg the Owner, Contraetor ana Arehlteet; a CeHstruetiofl
Change Difeetive Fe~ ~:!ires agreeffient ay tlle Owner ana Ai:Gaiteet aA:d RiQy or ll'l&Y AOt ae agreed to ay !:he
Contraetor;· aa oFde£ for a £Bitter e!lange ia the Work may ee iss1:1ea ey the t\rehiteet a:loae.
§ 7.1.2 A Change Order shall be based upon agreement between the Owner and the Contractor as provided in Sectj()n
6.5 of the Agreement.

§ 7.1.3 Cha~:~ges in the Work shall be performed under applicable provisions of the Contract Documents, and the
Contractor shall proceed promptl'y, unless otherwise provided in the Change OFaer, CeHstRtetion Change Direetive
er erEier fer a ~Hiaer ehange iB the Work.Order.

§ 7.2 CHANGE ORDERS
§ 1.2.1 A Chaege OrEier is a written instrHtHent prepared ey the ,'\ftlJ:Iiteet aaa sigaea ay the 0VIflef, Coatraeter l:lHEI
Areaiteet, statiag tkeif agreetHMlli~e:n all ef the fellewiRg:
        ,1      eaaage in tke Werk;
        .2 the amooot ofthe adjust~Hent, if aay, ia the Conwaet 8~ffi; and
        ,3 the e)(teRt ef tlle aeljast~Heet, if aRy, in the Ceatrast Time.
        § 7.2.1 If the other provisions of the Contract require that a Change Order be issued and the Owner and the
                Contractor are unable to agree upon the terms thereof as provided in Section 6.5 of the Agreement
                within ten days of a written demand given by either party to the other party to so agree. then the
                dispute shall be resolved ·as provided in Article 4 herein. Tn any such dispute resolution proceedings
                the parties agree that the terms of the Change Order set forth in subparagraphs (i)-(vii) of Section 6.5
                ofthe Agreement shall be determined.

§ 7.2.2 Methoa!i In any dispute..resolution proceeding over a Change Order, the methods used in determining
adjustments to the Contract Sum may include those Jjsted in Section ~7.33.

§ 7.2.3 Contractor shall not suspend performance of the Contract Documents during the review and negotiation of
any Change Order.

§ 7.3 CONSTRUCTION CHANGE DIRECTIVES
§ 1.3.1 A Ceastruetiea Oiaage Difeeti..,·e is a written oraer !*E!PaFea ay t:l:te Arehiteet afl£1 sigaed ay the Owner aad
,<\fehiteet, Elireetiag a ehaage iR tlle Werk prier to ag:ree~HeRt on aEijlist!fleet1 'if any, in the CoRa:&et Sl:llfl or Contrast
TIH!e, Of 9oth. The Owner ~Hay ay COf!Strl:letioa Ckaage Direetive. witROI:Il iflvaliaatiag tke Coatraet, orEler ehange s
in the \Veri< within tlle general seope of the CoBtraet eonsi!itiAg ef aEiditieRS, aeletiens Of other re,·isioas, the
Ceatraet S1:1ffi ana Contraet Time 9etag aelj1:1s*eEi eeeerEI:iRgly.
§ 7.3.1 !Intentionally Omitted].

§ 1.3.2 ;>'\ Ceast:rlietien ChaBge Difeeti'<'e saall ae l:lsea ia tlle aasenee of le~al agreement OH the terms of a Chaage
OFEier.
§ 7.3.211ntentionally Omitted).

§ 7.3.3 If the Coastn1etien Change Direeti·;e Order provides for an adjustment *&-ill...the Contract Sum, the adjustment
shall-may be based on one of the following methods:

AlA Document A2011M -1997. Copyright© 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: Thle AlA• Document Ia protected by U.S. Copyright Law 811d International Treatlea. Unauthorized       30
reproduction or dlatrlbutlon of this AlA• Document, or any portion ollt, may result In eevere civil 811d criminal penalties, and will be prosecuted to the
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_1 wiJich
expires on 7/2312006, and is not for resale.
User Notes: Clayco A201 • Koll - lntellicenter • Dallas v2 (5· 19·06)                                                                       (986536188)

R.P. Appx. 370                                                                                                                                 59
           .1     mutual acceptance of a lump sum properly itemized and supp<>rted by sufficient substantiating data to
                  permit evaluation;
           .2     unit prices stated in the Contract Documents or subsequently agreed upon;
           .3     cost to be determined in a manner agreed upon by the parties and a Rll:ltl:laJly aeeeptaele fix eEl er
                  Contractor Fee based on the percentage feet-set forth in Section 5.1.2 of the Agreement: or
           .4     as provided in Section 7.3.6.

§ 7.3.4 UflOA Feeeipt of a CoRstFl:letioR ClulAge DiFecti·;e, ilie CeAtraeter shall premf!t.IY preeeeEI witfl the ellaage iA
the Werle iAWll¥eEI. aREI aEI¥ise t:Re Arelliteet ef t!ie Ceatr-aeter' s agTeemeRt er ElisagreemeRt with tf:le JaetheEI, if aRy,
pro•,riaea iA tile Con!ltRietieR Change Directive for aetermiaiag the proposed aEiji:IStmeat iR tl:!e Ceatraet Sl:lm er
Ceatract Time.
§ 7.3.4 [Intentionally Omitted!.

§ 7.3.5 IJnteritionally Omitted).
§ 7.3.5 A CefiStrl:letieA Cl:!aage Directive sigaee ay tile Ceatraeter iRaieates the agreemeat ehJ:te Cealfaeter
there•.vith; iaoluaiag aEij~:~stmeRt iR Ce;ntrast S1:1m. aRG Ceetrast Tim.e er t:Re Rltiltf:led fur Eletenaiaiag tl:!em. .. SYeh
agFeeffteRt shall be eft:eel:ive immeEiiMely aAEi shall ee reeoraea as a CI:!Mlge Order.

§ 7.3.6 lf-In any dispute between the Contractor does Ret reSfHlRa j:lrflFRpltly ar disagrees witf:l and the Owner over the
method for adjustment in the Contract ~Sum in connection with any Change Order or in connection with. any
other adjustment in the Contract Sum to which the Contractor is entitled under the Contract Documents. then the
method and the adjustment shaH be determined by tile J\.Fekiteet on the basis of reasonable expenditures and savings
of those performing the Work attributable to the change, including, in case of an increase in the Contract Sum, a
reasoaaele allewaRse fer eYerlleaa aR9 ~refit. Contractor' s Fee based on the percentage set forth in Sectjon 5.1.2 of
the Agreement. In such case, aae alse 1:1aEier Sectiea 7.3.3.3, the Contractor shall keep and present, in such form as
the Arehiteet Owner may reasonably prescribe, aa-a reasonably itemized accounting together with appropriate
supporting data. Unless otherwise provided in the Contract Documents, costs for the purposes of this Section 7.3.6
shall be limited to the following:
          .1    costs of labor, including social security, old age and unemployment insurance, fringe benefits
               required by agreement or custom, and workers' compensation insurance;
          .2 costs of materials, supplies and equipment, including cost of transportation, whether incorporated or
               consumed;
          .3   rental costs of machinery and equipment, exclusive of hand tools, whether rented from the Contractor
               or others;
          .4   costs of premiums for all bonds and insurance, permit fees, and sales, use or similar taxes related to
               the Work;aaa
          .5   additional costs of supervision and field office personnel directly attributable to the eaaage.change;
               and
          .6   if the Agreement is an AlA Document A Ill or A 121. all other costs which would be considered to be
               Costs of the Work under the Agreement.

§ 7.3.7 The amount of credit to be .allowed by the Contractor to the Owner for a deletion or change which results in a
net decrease in the Contract Sum sha!J be actual net east as eell41rmea B)' the Architect. cost. When both additions
and credits covering related Work or substitutions are involved in a change, the allowance for overhead and profit
shall be figured on the basis of net increase, if any, with respect to that change.

§ 7~3.8 Pending final determination of the total cost of a CeRstrHetiea Change Direetive te t:Re Q·,..'fler, Order,
amounts not in dispute for such changes in the Work shall be included in Applications for Payment accompanied by
a Change Order indicating the parties' agreement with part or all of such cos.ts. For aay portiea ef costs and the
Owner shall be obligated to pay such east that FemaiAs costs together with a Contractor's Fee based on the
percentage set forth in aiSfl\:lte, the Areaiteel will malce aa iAteriFR aeteFFRiaatioR for pl:lrpeses efmeately
eeft:iijeatiea fur payFReAt fer these eests. That aeterFRinatioa Section 5.1.2 of eost shan adjust the Coatract 81:1m ea
tee same basis as a Cfiaage OrEier, sY&jeet Agreement to the right of either ~arty to disagree &fla assert a elaim ia
aeeora&flee with Article 4.Contractor.

§ 7.3.9 When the Owner and Contractor agree with tf:le aeteFFRiaatiea ftl&Ele by the Architect concerning ~.ill!Y
adjustments in any one or more of the Work. the Contract Sum aM-or the Contract Time, or otherwise reach
AlA Document A201"' -1997. Copyright © 1911 , 1915, 1918, 1925, 1937, 1951 , 1958, 1961 ,1963, 1966, 1970, 1976, 1987 and 1997 by The American
                                                                    111
Institute of Architects. All rights reserved. WARNING: Tllla AJA Document II protected by U.S. Copyright Law and International Treaties. Unauthorized      31
reproduction or distribution of lhla AlA• Document, or any portion of It, may result In eevare civil and criminal penaiUaa, and will bl proMCuted to the
maximum extent possible under the law. This document was produced·by AlA software at 14:42:43 on 05/1912006 under Order No.1000182995_ 1 which
expires on 7123/2006. and Is not for resale:
User Notes: Clayco A201 - Koll • lntellicenter - Dallas v2 (5· 19·06)                                                                      (986536188)

R.P. Appx. 371                                                                                                                               60
agreement upon the aEij1:1stmeets. adjustments in the items set forth in subparagraphs (i)-(vii) of Section 6.5 of the
Agreement. such agreement shall be effective immediately and shall be recorded by preparation and execution of an
appropriate Change Order.

§ 7.4 MINOR CHANGES IN THE WORK
§ 7.4.1 The Architect Owner will have authority to eR:Ief-make minor changes in the Work not involving adjustment
in the Contract Sum or extension of the Contract Time and not inconsistent with the intent of the Contract
Documents. Such changes shall be effected by written order and shall be binding on the OwAer ana Contractor. The
Contractor shall carry out such written orders promptly.

ARTICLE 8 TIME
§ 8.1 DEFINITIONS
§ 8.1.1 Unless otherwise provided, Contract Time is the period of time, including authorized adjustments, allotted in
the·Contract Documents for Substantial Completion of the Work.

§ 8.1.2 The date of commencement of the Work is the date established in the Agreement.

§ 8.1.3 The.date of Substantial Completion is the date certifies B)' the Arehiteet when Substantial Completion is
actually achieved in accordance with Section 9.8.

§ 8.1.4 The term "day" as used in the Contract Documents shall mean calendar day unless otherwise specifically
defined.

§ 8.2 PROGRESS AND COMPLETION
§ 8.2.1 Time limits stated in the Contract Documents are of the essence of the Contract. By executing the Agreement
the Contractor confirms that the Contract Time is a reasonable period for performing the Work.

§ 8.2.2 The Contractor shall not knowingly, except by agreement or instruction of the Owner in writing, prematurely
commence 0peratioos on the site or elsewhere prior to the cffccti vc date of insurance required by Article 11 to be
furnished by the Contractor and Owner. The date of commencement of the Work shall not be changed by the
effective date of such insurance. Unless the date of commencement is established by the Contract Documents or a
notice to proceed given by the Owner,.the Contractor shall notify the Owner in writing not less than five days or
other agreed period before commencing the Work to permit the timely filing of mortgages, mechanic's liens and
other security interests.

§ 8.2.3 The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantia] Completion
within the Contract Time.

§ 8.3 DELAYS AND EXTENSIONS OF TIME
§ 8,3,1 If the CeAa:aeter is clelayea at ilAY time ie the commencement or progress ef th:e Werk BY ae act er eegleet of
the Owaer er Afehitect, er ef Bfl eff!ployee ef either, or ef a sepllfate eeea-aet:or emJ:lloyea l:ly !fle OwRer, or ey
changes eFE!ereE! iA the Wor-k, or ey la~er EHSfH:Ites, t'ire, I:IBI:ISHal aelay in deliveries, HAaveiaaele eas1:1ahies or ether
caYses eeyeea t:Re Cent:raetor's eeea-el, er BY aelay al:ltheri:tea By the Owfler peAEiiRg meaiatieA aRe areil:fatioA, er
B~' ether ea~:~ses which the Ai'eliitect aetefftliaes nlay ji:IStify aelay, thea the CeRtract Time shall Be ex:teaaea B)'
QaRge OFEler fer s1:1eh reaseAaele tiate as the ArcJ:Iitect may cletermiee.
§ 8.3.1 If the Contractor js delayed at any time in the commencement or progress of the Work that adversely affect
the sequencing of the Work resulting 1n a delay in Substantial Completion by (i) an act or neglect of the Owner. or
of an employee of Owner. or of a separate contractor emplgyed by the Owner. or (ii) changes ordered in the Work.
or (iii) labor disputes, or (iv) fire. or (v) unusual delay in deliveries. or (vi) the imposition after the date of the
Agreement of guotas or other restrictions on the ability of the Contractor to obtain material or eguipment. or (vii)
unavoidable casualties or (viii) other causes not reasonably foreseeable on the date the Work commenced or which
are beyond the Contractor's control, or (ix) adverse weather conditions or adverse site conditions as set forth in
Section 4.3.7.2, or Cx) delays caused by governmental authorities (not caused as a result of fault on the part of the
Contractor) or (xi) delay authorized by the Owner pending mediation and arbitration (provided that no such event
has been caused by the delay or negligent or other wrongful act or omission of the Contractor or any of its
employees.or agents). and provided that Contractor has delivered to Owner wdtten notice of the occurrence of such
event within ten (I 0) business days after the occurrence thereof. then the Contract Time shall be extended by
,AIADocumentA20tTM -1 997. Copyrlght ©191 1,1915, 1918.1925, 1937, 1951,1958. 1961. 1963.1966, 1970.1976, 1987and 1997by TheAmerlcan
Institute of Architects. All rights reserved. WARNING: This AIA8 Document Is protected by U.S. Copyright Lew and International Treaties. Unauthorized          32
reproduction or distribution of I his AIA8 Ooc~m~ent, or any portion of it, may result In .evere civil and criminal penalties, and will be proaecutad to the
maximum ex1ent possible under the Jaw. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_1 which
expires on 7/2312006, and is not for resale.
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R.P. Appx. 372                                                                                                                                   61
Change Order for a reasonable time and the Contract Sum shall be adjusted to the extent reasonably necessary to
compensate the Contractor for any increases in the Cost of the Work caused by such delay.

§ 8.3.2 Claims relating to time shall be made in accordance with applicable provisions of Section 4.3.

§ 8.3.3 This Section 8.3 does not preclude recovery of damages for delay by either party under other provisions of
the Contract Documents.

ARTICLE 9 PAYMENTS AND COMPLETION
§ 9.1 CONTRACT SUM
§ 9.1.1 The Contract Sum is stated in the Agreement and, including authorized' adjustments, js the total amount
payable by the Owner to the Contractor for performance of the Work under the Contract Documents.

§ 9.2 SCHEDUlE OF VALUES
§ 9.2.1 Before the first Application for Payment, the Contractor shall submit to the Afe~Owner a schedule of
values allocated to various portions of the Work, prepared in such form and supported by such data to substantiate
its accuracy as the Afehiteet Owner may require. This schedule, unless objected to by the Arehtteet, Owner. shall be
used as a basis for reviewing the Contractor' s Applications for Payment.

§ 9.3 APPLICATIONS FOR PAYMENT
§ 9~3:1 At least tett-twenty days before the date established for each progress payment, the Contractor shall submit to
the Afehiteet Owner an itemized Application for Payment for operations completed in accordance with the schedule
of values. Such application shall be notarized, if required, and supported by s uch data substantiating the Contractor's
right to payment as the Owner er Areaiteet may reasonably require, such as 'c opies of requisitions from
Subcontractors and material suppliers, and reflecting rctainage if provided for in the Contract Documents. See the
Agreement for additional provisions relating to Applications for Payment.

§ 9.3.1.1 As tJrevieeEI i:a Seetiea 7.3.8, sae8 <lfltJlieatteas !Bay i:ne!aee re~¥:~eSEs fer paymeRt oa accm:mt of ceaages h~
tee \llerJE wftieh ha-ve eeea preperly a~:~therii!ee ey CeatJ!fl:l6tieR ChaAge Di:reeti'leS, er ey iaterim eetermiaat:iea s ef
Hie ,'\fehiteet, el:!t aet ~t iaell:leee ia Chaage Onlers.[lntentionaJly Omitted].

§ 9.3.1.2 Such applications may not include requests for payment for portions of theW ork for which the Contractor
does not intend to pay to a Subcontractor or material supplier, unless such Work has been performed by others
whom the Contractor intends to pay.

§ 9.3.2 Unless otherwise provided in the Contract Documents, payments shall be made on account of materials and
equipment delivered and suitably stored at the site for subsequent incorporation in the Work. Jf approved in advance
by the Owner, payment may similarly be made for materials and equipment s uitably stored off the site at a location
agreed upon in writing. Payment for materials and equipment stored on or off the site shall be conditioned upon
compliance by the Contractor with procedures satisfactory to the Owner to e stablish the Owner's title to such
materials and equipment or otherwise protect the Owner's interest, and sball include the costs of applicable
insurance, storage and transportation to the site for such materials and equipment stored off the site.

§ 9.3.3 The Contractor warrants that title to all Work covered by an Application for Payment will pass to the Owner
no later than the time of payment. The Contractor further warrants that upon submittal of an Application for
Payment all Work for which Certilieales fer Pe.~·meat payments have been fJte•,ie asly iss!ieEI aae f>Bymeats received
from the Owner sl:ta:ll, ta the eest ef Hie CeAtraeter' s kRewleEige, iafefRlQtiea &REI eelief, shall be free and clear of
liens, claims, security interests or encumbrances in favor of the Contractor, S ubcontractors, material suppliers, or
other persons or entities making a claim by rea~on of havjng provided labor, materials and equipment relating to the
Work. To the extent permitted by applicable law. good and clear title to all materials furnished by Contractor under
the Contract Documents for the Project shall pass to Owner upon incorporation into the Pro ject. Contractor shall
ensure that subcontractors from whom Contractor obtains materials do not retain or reserve title to such items. and
Contmctor shall defend, indemnify and hold Owner harmless from any such claims by Contractor's subcontractors.
Notwithstanding the foregoing, the care. custody and control of Contractor's Work incorporated into the Project
shall remain with Contractor until such Work has been accepted jn writing by Owner and shall thereon pa~s to
Owner unless Owner notifies Contractor in writing that such care. custody and controJ is assumed by Owner at a
earlier date.
AlA Document A201lltl -1997. Copyright © 191 1. 1915. 1918, ~925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976. 1987 and 1997 by The American
Institute of Architects. All rights reserve<J,. WARNING: This AlA Document Is protected by U.S. Copyright Law and International Treatlas. Unauthorized
reproduction or dlatrlbutlon of lhla AlA Document, or any portion of It, may result In severe civil and criminal penalties, and will be prosecuted to the   33
mBJCimum extent possible under the law. This document was prod~Jced by AlA so1tware at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
expires on 7/2312006, and is not for resale.
User Notes: CJayco A201 · Koll · lntellicenter ·Dallas v2 (5·19·06)                                                                        (986536188)

R.P. Appx. 373                                                                                                                                62
§ 9.4 CERTIFICATES FOR PAYMENT
§ 9.4.1 The A::ebi~eet Owner will, within ~twenty days after receipt of tbe Contractor' s Application for
,Payment, either isstte to ru!Y...the Owfler a Certifieate amount of such Application for Paymeat, with a eOfJ:Y Payment
to the Contractor, fur sae8 ameaat as the Areaiteet Eietermiaes is flFefJerl:y Eil:le, or notify the Contractor aaEI Ovmer
in writing of the Arehiteet' s Owner's reasons for withholding eertifieatiea payment in wbole or in part as provided
in Section 9.5.1.

§ 9.4.2 The issttaaee of a Certifieate far Paymeat will eeastitate a refJreseataaoa ey the Afehiteet to the Ovmer,
easeEI OR the AreJ:iiteet's e·lalttatioa of the Work liftS the euta eomfJrisiAg the AfJfJiieatioa fur Pa:ymeat, that the Work
BaS progresS~d tO the f)OiAt iadieated and that; to ffie aest of the Arebiteet' S knowledge, information aad eelief, the
qttalit~· of the ~.J.'ork is ia aeeoffla.a ee ·...·ith the Coaaoaet DoettmeaM. The foregeiag refJreseatatieHs are s~:~bjeet to aH.
e'•aklatiea of me Wor-k fur eeaforJBaaee wim the Ceatraet Dee~:~meats l:lfJOft S~:~estaal:ial ComfJletiea, te resttlts of
s~:~aseq~:~eat tests aea iAsfJeetioas. te eerreetiea ef raiaor Ele•viatioa:; kom the Ceatraet Doeameats 13rior to eomfJletiea
aAd to speeit=is EJttalifisatioas exfJres:;ee ey the Areliiteet. The iss1:1aeee of a Certifieate fur PayCAeAl will Atrther
eoasti~te a refJrese.RtatioB; that the CoRtractor is eRtitlee to fJaymeRt ia the ameliA\ eettifiea. However, the issl!aaee
ef a Certifieate fer Paylfleftt v.~ll A.ot !Je a represeAtatioa tkat the A:ehiteet haR (1) maae exka11stive er eeatia11e11s as
s:ite iaspeetiORS to elieek the Ejl:la!ity OF qttaatity of the Work, (2) reviewea 60ftSlr11StieA me&r.s, memoas, teCAAiEjl:le s,
seqttenees or fJFeeer:ltires, (J) re·1iewed eopies of req1:1isitioas receiwe fro£A 8~:~9eoAtraetors aBEl material Sl:lfJfJliers
aBEi ether Elata reql:lested ey IRe OwRer to s~:~astaatiate the Ceatraeter's rigAl to J')aymeRt, or (4) maae eK&ffiiRatioR to
a!)eeftB:iH how er for what J3t.lfPOS8 the Contractor has 1:1see lfloRey l"revie1:1&1y l"aid ea aeeeaat ef tl:le Ceatraet
Slim:flntentionally Omitted).

§ 9.5 DECISIONS TO WITHHOLD CERTIFICATION
§ 9.5.1 The Arehiteet m~y withJ:iold a Certifieate i'or Paymef!t is whale er :ia part, to If the extea.t reaseaaely
aeeessary to fJfOteet the 0\\'fier, if ia the Arekiteet' !l E>flinioR the refJreseatatioRs to the Owner reql:lired ay SeetieR
9.4 .2 eaf'Jiot ae made. If the Afehiteel iAt~aaele te eertify withholds a payment ia the ame~:~al of all or any portion of
an Application for Payment. then tbe a\fJfJJieatioa, !:lie ,<\i:ehiteet Owner will notify the Contractor aHa OwHer as
provided in Section 9.4. I. If the Contractor and Arehiteet the Owner cannot agree on a revised amount, the A:-ehiteet
Owner will promptly iss1:1e a Certifieate for PaymeRt for lli!Y_the amount fer-which the Arehltect is aale te malce s~:~ca
R!lfJreSea~oas to the Owaer. not in dispute. The ,'\Fehiteet Owner may a:lse-withhold a Certitieate fur Paylfleat
payment or, because of subsequently discovered evidence, may ~request a refund of the whole or a part of a
Certifieate fur Paymeflf payment previously tssue&,-made to such extent as may be reasonably necessary i:fl-the
A£e8iteet's BfJinioa to protect the Owner from loss for which the Contractor is responsible, iaelaEiia:g less resulting
from acts and on1issions described in Section 3.3.2, because of:
           .1    defective Work not remedied;
           .2     third party claims filed or reasonable evidence indicating probable filing of such claims against
                 Owner, the Land or the Project or reasonable evidence indicating the probable filing of such claims.
                  unless security acceptable to the Owner is provided by the Contractor to protect Owner against such
                 claims (such security may include, without limitation. Contractor's compliance with its
                  indemnification or bonding obligations under the Ceatraerer;Contract);
           .3    failure of the Contractor to make payments properly to Subcontractors or for labor, materials or
                 equipment;
           .4    reasonable evidence that the Work cannot be completed for the unpaid balance of the Contract Sum;
           .5    damage to the Owner or another contractor;
           .6     reasonable evidence that the Work wiU not be completed within the Contract Time, and that the
                  unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;
                 er
           .7     persistent failure lo carry out the Work in accordance with the Contract bocuments; or
           .8      without limiting the generality of the above, any other reason for which Owner is entitled to withhold
                 or deduct payment under the express provisions of the Contract Documents.

§ 9.5.2 Wben the above reasons for withholding eertifiaatiea payment are removed, eertit=ieatiea payment will be
made for amounts previously withheld.




AlA Document A201TM -1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The A.nnerican
Institute of Architects. All rights reserved. WARNING: This AlA• Document Is protected by U.S, Copyright Law and International Treaties. Unauthorized      34
reproduc~on or dletrlbutlon of lhll AlA• Document, or any portion of It, may result In severe civil end criminal penaiUes, end will be pro~eeuted to the
maximum extent poulble under the law. This document was produced by AlA so1tware at 14:42:43 on 05/19/2006 under Order No. 1000182995_ 1 which
expires on 7/23/2006, and is not for resale.
User Notes: Clayco A201 · Koll - lntelllcenter • Dallas v2 (5-1 9·06)                                                                     (986536188)

R.P. Appx. 374                                                                                                                               63
§ 9.6 PROGRESS PAYMENTS
§ 9.6.1 After the Arehiteet Owner has issaeE:I a CeFtif;ieate received an Application for PayFAeRt, Payment which
complies with the requirements of the Contract Documents, the Owner shall make payment in the manner and
within the time provided in the Contract DeeaRle.R£5, aeEI shall se eetify the Arehiteet.Documents.

§ 9.6.2 The Contractor shall promptly pay each Subcontractor, upon receipt of payment from the Owner, out of the
amount paid to the Contractor on account of such Subcontractor's portion of the Work, the amount to which said
Subcontractor is entitled, retlecling percentages actually retained from payments to the Contractor on account of
sucb Subcontractor's portion of the Work. The Contractor shaH, by appropriate agreement with each Subcontractor,
require each Subcontractor to make payments to Sub-subcontractors in a similar manner.

§ 9.6.3 The Arshi~es~ Owner will, on request, furnish to a Subcontractor, if practicable, information regarding
percentages of completion or amounts applied for by the Contractor and acti.on taken thereon by the Arehiteet aREI
0wner on account of portions of the Work done by such Subcontractor.

§ 9.6.4 Neither Contractor shall use the sums advanced to it pursuant to the Contract documents solely for the
pumose of the performance of the Work. The Owner ear A:ehi~ee~ shall not have an obligation to pay or to see to
the payment of money to a Subcontntctor except as may otherwise be required by law.

§ 9.6.5 Payment to material suppliers shall be treated in a manner similar to that provided in Sections 9.6.2, 9.6.3 and
9.6.4.

§ 9.6.6 A CeFtiflea~ fer PayRleet, a progress payment, o.r partial or entire use or occupancy of the Project by the
Owner shall not constitute acceptance of Work not in accordance with the Contract DoeaRleRts.Documents and shall
not relieve Contractor of its obligations under the Contract Documents with respect thereto.

§ 9.6.7 Unless the Contractor provides the Owner with a payment bond in the full penal sum of the Contract Sum.
paym~.:uts received by the Contractor for Work properly performed by Subcontractors and suppliers shall be held by
the Contractor for those Subcontractors or suppliers who performed Work or furnished materials, or both, under
contract with the Co_ntractor for which payment was made by the Owner. Nothing contained herein shall require
money to be placed in a separate account and not commingled with money of the Contractor, shall create any
fiduciary liability or tort liability on the part of the Contractor for breach of urust or shall entitle any person or entity
to an award of punitive damages against the Contractor for breach of the requirements of this provision.

§ 9.7 FAILURE OF PAYMENT
§ 9.7.1 If the ,'\feh;i~et Owner does not ts&ae-make a CeFtif;ieate fur Payment, through no fault of the Contractor,
within~twenty days after receipt of the Contractor's Application for Payment, or if the Owner does not pay the
Contractor within seven days after the date established in the Contract Documents the amount eertifieEI ey due to the
A:reffi:teet Contractor hereunder or awarded by arbitration, then the Contractor Rlay, I:IJ:lOR seveR aEIEI:itioRal Elays'
wri~R eetiee te the Oweer aes At=ekiteel, may stop the Work until payment of the amount owing has been received.
The Contract Time shall be extended appropriately and the Contract Sum shall be increased by the amount of the
Contractor's reasonable costs of shut-down, delay and start-up, plus interest as provided for in the Contract
Documents.

§ 9.8 SUBSTANTIAL COMPLETION
§ 9.8.1 Substantial Completion is the stage in the progress of the Work when the Work or designated portion thereof
is sufficiently complete in accordance with the Contract Documents so that the Owner can occupy or utilize the
Work for its intended usc.

§ 9.8.2 When the Contractor considers that the Work, or a portion thereof which the Owner a~:.,.ees to accept
separately, is substantially complete, the Contractor shall prepare and submit to the Arel:!iteet Owner a
comprehensive list of items to be completed or corrected prior to final payment. Failure to include an item on such
list does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract
Documents.

§ 9.8.3 Upon receipt of the Contractor•s list, the l\rehiteet Owner will make an inspection to determine whether the
Work or designated portion thereof is substantially complete. If the Arel:!iteet's Owner's inspection discloses any
AlA Document A201"' - 1997. Copyright © 1911 , 1915, 1918, 1925, 1937, 1951 , 1958. 1961, 1963, 1966, 1970, 1976. 1987 and 1997 by The American
Institute of Architects. All rights relierved. WARNING: This AIA8 Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized     35
reproduction or distribution of thl1 AIA8 Document, or any portion otlt, may re1ullln severe civil and criminal penaltle1, and will be prosecuted to the
maximum extent possible under the law. Thi.s document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_ 1 which
expires on 7/23/2006, and is not for resale.
User Notes: Clayco A201 • Koll · lntellicenter · Dallas v2 (5· 19..06)                                                                    (986536188)

R.P. Appx. 375                                                                                                                               64
item, whether or not included on the Contractor's list, which is not sufficiently complete in accordance with the
Contract Documents so that the Owner can occupy or utilize the Work or designated portion thereof for its intended
use, the Contractor shall, before issuance of the Certificate of Substantial Completion, complete or correct such item
upon nptification by the Arehit.eet Owner. In such case, the Contractor shall then submit a request for another
inspection by the /'.fehiEeet Owner to determine Substantial Completion.

§ 9.8.4 When the Work or designated portion thereof is substantially complete, the At=ehi~ee~ Owner will prepare a
Certificate of Substantial Completion which shall estabUsh the date of Substantial Completion, shall estabHsh
responsibilities of the Owner and Contractor for security, maintenance, beat, utilities, damage to the Work and
insurance, and shall fix the time within which the Contractor shall finish all items on the list accompanying the
Certificate. Warranties required by the Contract Documents shaiJ commence on the date of Substantial Completion
of the Work or designated portion thereof unless otherwise provided in the Certificate of Substantial Completion.
Upon the Owner providing such Certificate of Substantial Completion. Contractor shall cause (a) the Architect to
sign and deliver to Owner and Prudential a certificate in the form of Exhibit "E" attached hereto. and (b) the civil
engineer for the Project to sign and deliver to Owner and Prudential a certificate in the form of Exhibit "F" attached
hereto.

§ 9.8.5 The Certific.~te of Subst.antial Completion shall be submitted to the Owner and Contractor for their written
acceptance of responsibilities assigned to them in such Certificate. Upon such acceptance and consent of surety, if
any, the Owner shall make payment of retainage applying to such Work or designated portion thereof. Such payment
shall be adjusted for Work that is incomplete or not in accordance with the requirements of the Contract Documents.

§. 9.9 PARTIAL OCCUPANCY OR USE
§ 9.9.1 The Owner may occupy or use any completed or partially completed portion of the Work at any stage whe01
soch portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented
to by the insurer as required under Section 11.4.1.5 and authorized by public authorities having jurisdiction over the
Work. Such partial occupancy or usc may commence whether or nm the portion is substantially complete, provided
the Owner and Contractor have accepted in writing the responsibilities assigned to each of them for payments,
retrunage, if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in
writing concerning the period for correction of the Work and commencement of warranties required by the Contract
Documents. When the Contractor considers a portion substantially complete, the Contractor shaU prepare and
submit a list to the Arshitest Owner as provided under Section 9.8.2. Consent of the Contractor to partial occupancy
or use shalf not be.unreasonably withheld. The stage of the progress of the Work shall be determined by written
agreement between the Owner and Ce~aeter er, if ae agt:eemet'lt i:~ reaeheEl, by deeisioa of the
A:ehiteet.Contractor.

§ 9.9.2 Immediately prior to such partial occupancy r>r use, the O·Naer, Owner and the Contractor aoa Arsi:Nteet shall
jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the
condition of the Work.

§ 9.9.3 Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the Work shall not
constitute acceptance of Work not complying with the requirements of the Contract Documents.

§ 9.10 FINAL COMPLETION AND FINAL PAYMENT
§ 9.10.1 Upori receipt of written notice from Contractor to Owner that all Punch List Items have been completed and
that the Work is ready for final inspection and acceptance and upon receipt of a fmaJ Application for Payment, the
A,rel!Jteet Owner will promptly make such inspection and, when tke Arehiteet .Raas the Work aeeeptable Hnder has
been finally completed in accordance with the Contract Documents and the Contract fully performed, the kehitest
Owner will promptly isslla-a-make final Certifieate fer Paymeat stat=.iag that t:e the best payment of the Arekiteet's
lmowleage, iaformatioR all amounts due and eeliel', aad OR the easifl ef' ~Ae ,'\i'ehiteet' 5 ea Site visits aoEI iaspeetieAti,
!:he Werk BB5 beea esHtf!letea in aceeraaoee with terms ami eeadilieftS of the Ceatras~ Dee~:~mea~s aed that the eatire
ealaaee feaRS owing to 9&4:1e-the Contractor aad ROttld iR under the final Certi.Reate is d~;~e and Jlayable. The
Arelijteet' s fiaal Certificate fer Paylfleat will eeastit~:~te a fNrtJter represeatatiea tJtat ceaaitieos listed iB Sec tieR
9.1 0.2 as !3Fe6edeRt te the Ceatraster's eeif!g eatitled to tiaal fltl·}'meat ba\'e eeee fHlfilled.Contract Documents.

§ 9.10.2 Neither final payment nor any remaining retained percentage shall become due until the Contractor submits
to the Ai'ehiteet Owner (I) an affidavit that payrolls, bills for materials and equipment, and other indebtedness

AlA Document A201TM -1997. Copyright © 191 1, 1915. 1918, 1925, 1937, 1951 , 1958, 1961, 1963, 1966,-1970, 1976, 1987 and 1997 by The American
tnstitu1e of Archi1ects. All rights reserved. WARNING: This AlA• Document Ia protcc;ted by U.S. Copyright Law and International Treaties. Unauthorized        36
reproduction or dlatrlbutlon of t hla AfA8 Document, or any portion of It, may result In aevere clvlf and criminal peneitlea, end will be prosecuted to the
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_ 1 which
expires on 7/23/2006. and is not lor resale.
User Notes: Clayco A201 · Koll · lntelllcenter • Daffas v2 (5·19·06)                                                                         (986536188)

R.P. Appx. 376                                                                                                                                  65
connected with the Work for which the Owner or the Owner's property might be responsible or encumbered (Jess
amounts withheld by Owner) have been paid or otherwise satistied, (2) a certificate evidencing that insurance
required by the Contract Documents to remain in force after tina! payment is currently in effect and will not be
canceled or allowed to expire until at least 30 days' prior written notice has been given to the Owner, (3) a written
statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the
period required by the Contract Documents, (4) consent of surety, if any, to final paymeRt payment, (5) a certificate
stating that to the best of Contractor's knowledge, the Project is in compliance with all applicable laws, statutes,
ordinances, rules and regulations with respect to the Project. and that there is no action or proceeding pending or
threatened before any court or administrative agency with respect to the validity of the certificates. permits, licenses,
waivers. consents. approvals, authori7.ations. registrations. qualifications, designations. declarations and filings
required or compliance with any laws, statutes. ordinances. rules and regulations and Contractor has not received
any notice to the contn.lry. (6) evidence satisfactory to Owner that all utilities necessary or appropriate for the
operation of the Project have been installed and are fully operational and are actually operating to the satisfaction of
the governmental authorities or utility companies responsible for the operation thereof and that all costs in
connection with such installation and operation (including but not limited to impact fees. development fees. tap·on
fees and recapture costs) have been paid in full and ~if required by the Owner, other data establishing
payment or satisfaction of obligations, such as receipts, releases and waivers of liens, claims, security interests or
encumbrances arising out of the Contract, to the extent and in such form as may be designated by the Owner. If a
Subcontractor refuses to furnish a release or waiver required by the Owner, rhe Contractor may furnish a bond
satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after payments
are made, the Contractor shall refund to the Owner all money that the Owner may be compelled to pay in
discharging such lien, including all costs and reasonable attorneys' fees.

§ 9.10.3lf, after Substantial Completion of the Work, final completion thereof is mater.ially delayed through no fault
of the Contractor or by issuance of Change Orders atl'ecting final completion, ana tbe A:£e9i.teelse eeRfirms, the
Owner shall, upon application by the CeRtraster aHa eertifieatieR by the Arehiteet, Contractor, and without
terminating the Contract, make payment of the balance due for that portion of the Work fully completed and
-accepted. lf the remaining balance for Work not fully completed or corrected is less than retainage stipulated in the
Contract Documents, and if bonds have been furnished, the written consent of surety to payment of the balance due
for tha(,portion of the Work fully completed and accepted shall be submitted by the Contractor to the ,'\i'effiteet flA er
te eeftifieatiea ef st~ek p&ymeRt. Owner. Such payment shall be made under terms and conditions governing final
payment, except that it shall not constitute a waiver of claims.

§ 9.10.4 The making of final payment shall constitute a waiver of Claims by the Owner except those arising from:
           ,1     liens, Claims, security interests or encumbrances arising oul of the Contract and unsettled;
           .2     failure of the Work to comply with the requirements of the Contract Documents; or
           .3     terms of special warranties required by the Contract Documents.

§ 9.10.5 Acceptance of final payment by the Contractor, a Subcontractor or material supplier shall constitute a
waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at
the time of final Application for Payment.

ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY
§ 10.1 SAFETY PRECAUTIONS AND PROGRAMS
§ 10.1.1 The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and
programs in connection with the performance of the Contract.

§ 10.2 SAFETY OF PERSONS AND PROPERTY
§ 10.2.1 The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to
prevent damage, injury or loss to:
         .1  employees on the Work and other persons who may be affected thereby;
         .2  the Work and materials and equipment to be incorporated therein, whether in storage on or off the
             Site, under care, custody or control of the Contractor or the Contractor's Subcontractors or Sub-
             subcontractors; and
         .3  other property at the site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements,
             roadways, structures and utilities not designated for removal, relocation or replacement in the course
             of construction.
AlA Document A201"' - 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document Is protected by U.S. Copyright L1w and International Treaties. Unauthorized          37
reproduellon or distribution ol thla AlA• Docu ment. or any portion al it, may result In !Ievere civil and erimlnal penalties, and will be proSGCuted to the
maximum extent possible und.er the law. This document was produced by AlA software at 14:42:43 on 05119/2006 under Order No.1000182995_1 which
expires on 7/23/2006, and is not for resale.
U1er Notes: Clayco A201 • Koll· lntellicenter · Dallas v2 (5·19·06)                                                                           (986536188)

R.P. Appx. 377                                                                                                                                   66
           Contractor shall comply strictly with local. municipal. provincial. stare and national laws. orders, and
           regulations pertaining to health or safety which are applicable to Contractor or to the Project, including
           without limitation the Occupational Safety and Health Act of 1970 (84 U.S. Statutes 1590), as amended and
           any state plans approved thereunder. and regulations thereunder. to the extent applicable. and Contractor
           warrants the materials. equipment and facilities. whether temporary or permanent. furnished by Contractor
           in connection with the performance of the Project shall comply therewith. At all times while any of
           Contractor's employees. agents or subcontractors are on Project. Contractor shall provide them with a safe
           place of employment, and Contractor shall inspect the places where its employees. agents or subcontractors
           are or may be present on the Project and shall promptly take action to correct conditions which are or may
           become an unsafe place of employment for them.

           Contractor shall incorporate necessary safety precautions and programs in a written safety program manual.
           Contractor shall provide Owner with a copy of such safety program manual.

           Contractor shall take reasonable steps to erect and maintain safeguards for the protection of workers and the
           public and eliminate orabate safety hazard~ created by or otherwise resulting from the performance of the
           Work. Contractor shall take ail precautions r<l<lsonably necessary for the safety and health of. and shall
           provjde all reasonable protection to prevent damage. injury or Joss to: (i) persons working at the job site
           employed by Contractor or its subcontractors in connection with the Work. (ii) all materials and equipment to
           be incorporated into the Project, whether in storage on or off the job site and (iii) other property at the job site.

           Written reports of any accidents, injuries and illnesses at the Project requiring medical attention other than
           first aid. damage to property of Owner or Contractor. and fires shall be orally reported to Owner at the time
           of the mcident. Written reports, reasonably satisfactory in form and content to Owner. shall be submitted by
           Contractor within forty-eight (48) hours after each incident.

           Contractor shall maintain in form and content approved by Owner, job site accident, injury and illness
           statistics ·that shall be available for inspection by and submitted to Owner upon their written request.

           In the event of any emergency endangering life or property. Contractor shall take such action as may be
           rea~onablc and necessary to prevent, avoid or mitigate injury or damage and shall. as soon as possible. report
           to Owner's repre.o;entatives any such incidents. including Contractor's response thereto. [f Contractor fails to
           take sufficient precautions for the safety of the public or the protection of the Work or of structures or property
           on or adjacent to the job site, creating an emergency requiring immediate action. the Owner may cause such
           sufficient precautions to be taken or provide such protection.

           Construction equipment obtained or furnished by Contractor or it.<> subcontractors that is to be used on the
           job site shall be in operating. condition. safe. fit for the uses for which intended. and suitable for the safe.
           legal and efficient performance of the Project.

§ 10.2.2 The Contractor shall g·ive notices and comply with applicable laws, ordinances, rules, regulations and lawful
orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss.

§ 10.2.3 The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract,
reasonable safeguards for safety and protection, including posting danger sig ns and other warnings against hazards,
promu.lgating safety regulations and notifying owners and users of adjacent sites and utilities.

§ 10.2.4 The Contractor will not use. store or keep at the Project any har.ardous materials. except those customarily
andpruclently used in construction of projects similar to the Project and in compliance with all environmental laws.
When use or ,storage of explosives or o ther hazardous materials or equipment or unusual methods arc necessary for
execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of
properly qualified personnel.

§ 10.2.5 The Contractor shall promptly remedy damage and loss (other than damage or loss insured under property
insurance required by the Contracr Documents) to property referred to in Sections I 0.2. 1.2 and 10.2. 1.3 caused in
whole ox: in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed
by any of them, or by anyone for whose act~ they may be liable and for which the Contractor is responsible under
AlA Document A2011M -1 997. Copyright @ 1911, 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966. 1970, 1976, 1987 and 1997 by The American
Institute ot Architects. All rights reserved. WARNING: This AlA• Document Is protected by U.S. Copyright Law and International Treatlea. Unauthorized        38
reproducUon or distribution of this AIA111 Document, or any portion of It, may reault In M vere civil and criminal peneiUee, end will be prosecuted to the
maximum extent possible under the lew. This document was produced by AlA soltware at 14:42:43 on 05/19/2006 under Order No.1 000182995_ 1 which
expires on 7/23/2006, and is not tor resale.
User Notes: Clayoo A201 • Koll • lntellicenter · Dallas v2 (5·19·06)                                                                        (986536188)

R.P. Appx. 378                                                                                                                                 67
Sections I0.2.1.2 and I0.2. J.3, except damage or loss attributable to acts or 0 1nissions. of the Owner or Arehiteet er
anyone directly or indirectly employed by eiH:ier ef theiH, the Owner. or by anyone for whose acts either of them
may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the
Contra<;:tQr are in addition to the Contractor's obligations under Section 3.1&.

§ 10.2.6 T he Contractor shall designate a responsible member of the Contractor' s organi7.ation at the site whose duty
shall be the prevention of accidents. This person shall be the Contractor's superintendent unless otherwise
designated by the Contractor in writing to the Owaer aaEl A-rebiteet.Owner.

§ 10.2.7 The Contractor shall not load or permit any part of the construction or site to be loaded so as to endanger its
safety.

§ 10.3 HAZARDOUS MATERIALS
§ 10.3.1 If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons
resulting from a material or substance, including but not limited to asbestos or polychlorinated biphenyl (PCB),
encountered on the site. by ~e Contractor, the Contractor shall, upon recogni:ting the condition, immediately stop
Work in the affected area and report the condition to the Owner aaEl Arrebiteet in writing.

§ 10.3.2 The Owner shall obtain the services of a licensed laboratory to verify the presence or absence of the material
 or substance reported by the Contractor and, in the event such material or substance is found to be present, to verifY
 that it has been rendered harmless. UnJess otherwise required by the Contract Documents, the Owner shall furnish in
 writing to the Contractor aAEl Areb:iteet the names and qualifications of persons or entities who are to perform tests.
·verifying the presence or absence of such material or substance or who are to perform the task of removal or safe
 C<lntainment of such material or substance. The Contractor aREI tJ:Ie AreR-iteet will promptly reply to the Owner in
 writing stating whether or not etl:bef-the Contractor has reasonable objection to the persons or entities proposed by
 the Owner. If ettbef-the Contractor or A-reR-iteet has an objection to a person or entity proposed by the Owner, the
 Owner shall propose another to whom the Contractor I!:BEl the Arebiteet ha·1e has no reasonable objection. When the
 material or substance has tk:en rendered harmless, Work in the affected area shall resume upon written agreement of
 the Owner and Contractor. The Contract Time shall be extended appropriately and the Contract Sum shall be
 increased in the'amount of the Contractor' s reasonable additional costs of shut-down, delay and start-up, which
 adjustments shall be acwmplished a~ provided in Article 7.

§ 10.3.3 To the fullest extent permitted by law, the Owner shall indemnify and hold harmless the Contractor,
Subcontractors, Architect, Architect' s consuJtants and agents and employees of any of them f.rom and against
claims, damage,s, losses and expenses, including but not limited to attorneys• fees, arising out of or resulting from
performance qfthe Work in the affected area if in fact the material or substance presents the risk of bodily injury or
death as described in Section 10.3.1 and has not been rendered harmless, provided that such claim, damage, loss or
expense is attributable to bodily injury, sickness, disease or death, or to injury to or destruction of tangible property
(other than the Work itc;elf) and provided that such damage, loss or expense is not due to the sole negligence of a
party seeking indemnity.

§ 10.4 The Owner shaH notbe responsible under Section 10.3 for materials and substances broughtto the site by the
Contractor unless such materials or substances were required by the Contract Documents.

§ 10.5 If, without negligence on the part of the Contractor, the Contractor is held liable for the cost of remediation of
a hazardous material or substance solely by reason Qf performing Work as required by the Contract Documents, the
Owner·shall indemnify the Contractor for all cost and expense thereby incurred.

§ 10.6 EMERGENCIES
§ 10:6.1 In an emergency affecting safety of persons or property, the Contractor shall act, at the Contractor's
discretion, to prevent threatened damage, injury or loss. Additional compensation or extension of time claimed by
the Con.tractor on account of an emergency shall be determined as provided in Secti.o n 4 .3 and Article 7.

ARTICLE 11 INSURANCE AND BONDS
§ 11.1 CONTRACTOR'S LIABILITY INSURANCE
§ 11.1.1 The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do
business in the jurisdiction in which the Project is located such insurance as will protect the Contractor from claims
AlA Document A201'" -1 997. Copyright @ 1911, 1915.1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966. 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA"' Document Is protected by U.S. Copyright Lew and lntornat1on11l Treatlcs. llnauthorlzed    39
roproductlon or dlatrlbutlon of this AJA' Document, or any portion of II, may result In ~evere clvlland criminal penalties, and will be prosecuted to tha
maximum extent posalble under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
expires on 712312006, and is noi for resale.
User Notes: Clayco A201 - Koll · lntelllcenter · Dallas v2 (5- 19·06)                                                                      (98.6536188)

R.P. Appx. 379                                                                                                                                 68
set forth below which may arise out of or result from the Contractor's operations under the Contract and for which
the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by
anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable:
          .1   claims under workers' compensation, disability benefit and other similar employee benefit acts which
               are applicable to the Work to be performed;
          .2   claims for damages because of bodily injury, occupational sickness or disea~e. or death of the
               Contractor's employees;
          .3   claims for damages because of bodily injury, sickness or disease, or death of any person other than
               the Contractor's empJo,yees;
          .4   claims for damages insured by usual personal injury liability coverage;
          .5   claims for damages, other than to the Work itself, because of injury to or destruction of tangible
               property, including loss of use resulting therefrom;
          .6   claims for damages because of bodily injury, death of a person or property damage arising out of
               ownership, maintenance or usc of a motor vehicle;
          .7   claims for bodily injury or property damage arising out of completed operations; and
          .8   claims involving contractual liability insurance applicable to the Contractor's obligations under
               Section 3. 18.

§ 11.1.2 The insurance required by Section 11 .1.1 shall be written for not less than limits of liability specified in the
Contract DQCuments or required by law, whichever coverage is greater. Coverages, whether written on an
occurrence or claims-made basis, shall be maintained without interruption from date of commencement of the Work
until date of final payment and termination of any coverage required to be maintained after final payment.

§ 11.1.3 Certificates of insurance acceptable to the Owner shall be filed with the Owner prior to commencement of
the Work. These certificates and the insurance policies required by this Section J 1.1 shall contain a provision that
coverages afforded under the policies will not be canceled or allowed to expire until at least 30 days' prior written
notice has been given to the Owner. lf any of the foregoing insurance coverages are required to remain in force after
final payment and are reasenably available, an additional certificate evidencing continuation of such coverage shall
be submitted with the final Application for Payment as required by Section 9.10.2. Information concerning reduction
of coverage on account of revised limits or claims paid under the General Aggregate, or both, shall be furnished by
the Contractor with reasonable promptness in accordance with the Contractor' s information and belief.

§ 11.1.4 Contractor shall cause all architect~. engineers and other Design Professionals performing design work for
the Project to maintain Professional Liability Insurance having minimum limits of One Million Dollars C$1 .000.000)
per claim and in the aggregate (including excess coverage) (claims made basis). Such Professional Liability
Insurance policies shall (i) provide coverage for claims arising out of any act. error or omission with respect to the
rendering of or failure to render design. engineering. professional or architectural services by architects, engineers or
other Design Professionals (and their respective officers. directors. employees or agents) who may be employed.
engaged or otherwise utilized by Contractor to perform Contractor's design. engineering, architectural and
professional duties. obligations and responsibilities under the Contract Documents. (ii) include Owner, and its
partners. members. officers. directors, employees. agents. successors and assigns as "additional insureds," (iii) be
written on an occurrence basis and not on a claims-made basis, (iv) waive any rights of subrogation against Owner
and it~ partners. memberS. officers. directors, employees. agents, successors and assigns. and (v) be written by an
insurance company or companies with a current A.M. Best Company rating of A-/IX or better and be admitted to do
business in the State where the Land is located.

§ 11.2 OWNER'S LIABILITY INSURANCE
§ 11.2.1 The Owner shall be responsible for purchasing and maintaining the Owner's usual liability insurance.

§ 11.3 PROJECT MANAGEMENT PROTECTIVE LIABILITY INSURANCE
§ 11.3.1 Optionally, the Owner may require the Contractor to purchase and maintain Project Management Protective
Liability insurance from the Contractor's usual sources as primary coverage for the Owner's, Contractor's and
Architect's vicarious Hability for construction operations under the Contract. Unless otherwise required by the
Contract DocumentS, the Owner shall reimburse the Contractor by increasing the Contract Sum to pay the cost of
purchasing and maintaining such optional insurance coverage, and the Contractor shaJJ not be responsible for
purchasing any other liability insurance on behalf of the Owner. The minimum limits of liability purchased with


AlA Document A201TU -1997. Copyright © 1911 , 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by Tile American
lnslitule of Architecls. All rights reserved. WARNING: This AlA• Document is protected bV U.S. Copyright Law and International Treaties. Unauthorized    40
reproducUon or dlstrlbuUon of this AlA• Document, or snv portion of II, may result In severe clvU and criminal penaiUes, and will be prosecuted to the
maximum extent possible under the IIIW. This document was ptoduced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
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R.P. Appx. 380                                                                                                                              69
such coverage shall be equal to the aggregate of the limits required for Contractor's Liability Insurance under
Sections 11.1.1.2 through 11.1.1.5.

§ 11.3.2 To the extent damages are covered by Project Management Protective Liability insurance, the Owner,
Contractor and Architect waive all rights against each other for damages, except such rights as they may have to the
proceeds of such insurance. The policy shall provide for such waivers of subrogation by endorsement or otherwise.

§ 11.3.3 The Owner shall not require the Contractor to include the Owner, Architect or other persons or entities as
additional insureds on the Contractor's Liability Insurance coverage under Section 1 J.I.

§ 11.4 PROPE~TY INSURA~CE
§ 11.4.1 URJe·ss etherwise poolfielea, the OwRer Contractor shall purchase and maintain, in a company or companies
lawfully authorized to do business in the jurisdiction in which the Project is located, property insurance written on a
builder's risk "all-risk" or equivalent policy form 1n the amount of the initial Contract Sum, plus value of subsequent
Contract modifications and cost of materials supplied or installed by others, comprising total value for the entire
Project at the site on .a replacement cost basis without optional deductibles. Such property insurance shall be
maintained, unless otherwise provided in the Contract Documents or otherwise agreed in writing by all persons and
entities who are beneficiari._es of such insurance, until t1nal payment has been made as provided in Section 9.10 or
until no p,ersoll or entity other than the Owner has an insurable interest in the property required by this Section I 1.4
to be covered, whichever is later. This insurance shall include interests of the Owner, the Contractor, Subcontractors
and Sub-subcontractors in the Project.

§ 11.4.1.1 Property insurance shall be on an "all-risk" or equivalent policy form and shall include, without limitation,
insurance against the perils of fire (with extended coverage) and physical loss or damage including, without
duplication of coverage, theft, vandalism, malicious mischief, collapse, earthquake, flood, windstorm, falsework,
testing and startup, temporary buildings and debris removal including demolition occasioned by enforcement of any
applicable legal requirements, and shall cover reasonable compensation for Architect's and Contractor's services
and expenses required as a result of such insured loss.

§ 11.4.1.2lfthe Owser elees set iRteR!i te fHi£6Base SO!e.e   ~reperty i:nsl:lraeee £eEII:IH=eel ey tee Ceal:faet aHa wit:b aH ef
the ee¥eF&ges iR the ame<~Rt tlescribec:l aee'>'e, the O·Nfler shall se iRf'enfl the Cestraeter iR writisg prier te
eemmeaeemeat ef the Werk. The Ce~eter may t8ea effeet iRstmmee which will fHeteet the iRt8fests ef the
Ceatraeter, S~:~eeefltfaeters afla S<~e sueee·a traeters iR the Werk, a.Rd by SJ)f:JFOpriate ChaRge Oreler the SllSt thereef
shall ee eaargeel te !:be OwRer. l:f the Cefta=aetor is elamageel ey l:he faihlre er Regleet ~:~f the OwRer te pl:lrehase er
maietaia iRsaraaee as eleseribee aee'>'e, withe at se ROtifyiag the Ceal:faeter ift writiag, thea the OwRer shall eear ai1J
reaseRable ees~s properly att:rie~:~table therete.fintentionally Omitted].

§ 11.4.1.3 If the property insurance requires deductibles, the Owner shall pay as a Cost of the Wor.k costs not
covered because of such elea~:~etibles.deductibles; provided, however. that except for claims arising from tlood or
earthquake damage, the cost of such deductible.~ shall not exceed $10,000 per occurrence.

§ 11 .4.1 .4 This property insurance shall cover portions of the Work stored off the site, and also portions of the Work
in transit

§ 11.4.1.5 Partial occupancy or use in accordance with Section 9.9 shall not commence until the insurance company
or companies providing property insurance have consented to such partial occupancy or use by endorsement or
otherwise. The Owner and the Contractor shall tak,e reasonable steps to obtain consent of the insurance company or
companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that
would cause cancellation, lapse or reduction of insurance.

§ 11.4.2 Boiler and Machinery Insurance. Tae Oweer Contractor shall purchase and maintain boiler and machinery
insurance required by the Contract Documents or by law, which shall specifically cover such insured objects during
installati.o n and until final acceptance by the Owner; this insurance shall include interests of the Owner, Contractor,
Subcontractors and Sub-subcontractors in the Work, and the Owner and Contractor shaH be named insureds.

§ 11.4.3 Loss of Usc Insurance. The OwRer, at the OwRer's ef!aea, may Contractor shall purchase and maintain such
insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however
AlA Document A201 1 M -1997. Copyright <&> 1911, 1915. 1918. 1925, 1937, 1951, 1958, 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document Is protected by U.S. Copyright Law and International Treaties. U'nauthorized      41
reproduction or distribution of this AlA• Document, or any portion of It, may result In severe civil 1nd criminal penalties, and will be proncuted to the
mulmum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05119[2006 under Order No.1000182995_1 which
expires on 712312006, and is not for resale.
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R.P. Appx. 381                                                                                                                                 70
caused. The OwReF Contractor waives all rights ef aetiee against tl:le CoRa:aeter Owner for less ef 1:1se af the
OwRer's flF9flert-y, iRehHliRg ceesequeRtial losses a~:~e te damages caused by fire or other ha;r,aras hewe:Yer
~perils to the extent covered bv property insurance obtained pursuant to the terms of this Section 11.4.


§ 11,4.4 [Intentionally Omitted!.
§ 11.4,4 If the Ceatraeter reEl1:1ests ia writiRg that iRs~:~raaee fer risks ether than thene ae!;erieea hereiR er ether
Sfleeial ea~:~ses ef less ee iRel~:~aea iR the J3F9f!erty ia!ll:lraRee peliey, the OwRer shall, if J3ossiele, iRel~:~Eie s1:1eh
iRSSraRee, QRQ l:ke east the.reef shall ee ehargeEI ta the Caea:aetar ey &J3flF9tJJ'iate Chaflge Order.

§ 11.4.5 If during the Project construction period the Owner insures properties, real or personal or both, at or adjacent
to the site by property insurance under policies separate from those insuring the Project, or if after finaJ payment
property insurance is to be provided on the completed Project through a po.licy or policies other than those insuring
the Project during the construction period, the Owner shall waive aJI rights in accordance with the terms of Section
11.4:7 for damages caused by fire or other causes of loss covered by this separate property insurance. AJI separate
policies shall provide this waiver of subrogation by endorsement or otherwise.

§ 11.4.6 Before an exposure to loss may occur, the ~ontractor shall file with the Ce11kaeter Owner a copy of
each policy that includes insurance coverages required by this Section 11.4. Each policy shall contain all generally
applicaole conditions, definitions, exclusions and endorsements related to this Project. Each policy shall contain a
provision that the policy will not be canceled or aHowed to expire, and that it!> limits will not be reduced, until at
least 30 ·d ays' prior written notice has been given to the Contractor.

§ 11.4.7 W~vers of Subrogation. The Owner and Contractor waive aH rights against ( l ) each other and any of their
subcontractors, sub-subcontractors, agents and employees, each of the other. and (2) the Arehiteet, l\r-ekitect' s
ceRsliltaets, separate contractors described in Article 6, if any, and any of their subcontractors, sub-subcontractors,
agents and employees, for damages caused by ftre or other causes of loss to the extent covered by property insurance
obtained pursuant to this Section 11.4 or other property insurance applicable to the Work, except such rights as they
have to proceeds of such ins.urance held by the Owner as fiduciary. The Owner or Contractor, as appropriate, shall
require of the Arehiteet, Arehiteet' s eoRsl:lltaRts, separate contractors described in Article 6, if any, and the
subcontractors, sub-subcontmctors, agents and employees of any of them, by appropriate agreements, written where
legally required for va.Jidity, similar waivers each in favor of other parties enumerated herein. The policies shall
provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shaH be effective as to a
person or eritity even though that person or entity would otherwise have a duty of indemnification, contractual or
otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an
insurdble interest in the property damaged.

§ 11.4.8 A loss insured under Owner's property insurance shall be adjusted by the Owner as fiduciary and made
payable to the Owner as fiduciary for the insureds, as their interests may appear, subject to requirements of any
applicable mortgagee clause and of Section 11 .4.10. The Contractor shalJ pay Subcontractors their just shares of
insurance proceeds received by the ContractOr, and by appropriate agreements, written where legally required for
validity, shalJ require Subcontractors to make payments to their Sub-subcontractors in similar manner.

§ 11.4.9 If required in writing by a party in interest, the Owner as fiduciary shall, upon occurrence of an insured loss,
give bond fo,r proper performance of the Owner's duties. The cost of required bonds shaH be charged against
proceeds received as fiduciary. The Owner shall deposit in a separate account proceeds so received, which the
Owner shall distribute in accordance with such agreement as the parties in interest may reach, or in accordance with
an arbitration award in which case the procedure shall be as provided in Section 4.6. If after such loss no other
special agreement is made and unless the Owner terminates the Contract for convenience, replacement of damaged
property shall be performed by the Contractor after notification of a Change in the Work in accordance with Article
7.

§ 11.4.10 The 0wner as fiduciary shaH have power to adjust and settle a loss with insurers unless one of the parties in
interest shaH object in writing within five days after occurrence of Joss to the Owner's exercise of this power; if suc h
objection is made, the dispute shall be resolved as provided in Sections 4.5 and 4.6. The Owner as fiduciary shall, in
the case of arbitration, make settlement with insurers in accordance with directions of the arbitrators. If distribution
of insurance proceeds by arbitration is required, the arbitrators will direct such distribution.


AlA Document A201'M - 1997. Copyright © 1911 , 1915, 1918, 1925, 1937. 1951, 1958. 1961 , 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document Is protected by U.S. Copyright Law and International Treaties. Unauthorized        42
reproduction or distribution ol this AlA• Document, or any portion of It, may result In Jevere olvllsnd criminal penalties, and will be prose-cuted to the
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_1 which
expires on 7/2312006, and is not for resale.
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R.P. Appx. 382                                                                                                                                  71
§ 11.5 PERFORMANCE BOND AND PAYMENT BOND
§ 11.5.1 The Owner shall have the right to require the Contractor to furnish bonds covering faithful performance of
the Contract and payment of obligations arising thereunder as stipulated in bidding requirements or specifically
Iequired in the Contract Documents on the date of execution of the Contract.

§ 11.5.2 Upon the request of any person or entity appearing to be a potential beneficiary of bonds covering payment
of obligations arising under the Contract, the Contractor shall promptly furnish a copy of the bonds or shall permit a
copy to be made.

ARTICLE 12 UNCOVERING AND CORRECTION OF WORK
§ 12.1 UNCOVERING OF WORK
§ 12.1.11f a portion of the Work is covered contrary to the Arel:liteet's F8EjY8Sl er te requirements specifically
expressed in the Contract Documents, any written inspection schedule agreed to by Contractor, or as previously
requested in writing by Owner, it must, if required in writing by the Areffiteoet, Owner, be uncovered for the
Areffiteet's Owner's examination and be replaced at the Contractor's expense without change in the Contract Time.

§ 12.1.2 If a portion of the Work has been covered which the ~has not specifically requested to
examine prior to its being rovered, the Arel:liteet Owner may request to see such Work and it shall be uncovered by
the Contractor. -If such Work is in accordance with the Contract Documents, costs of uncovering and replacement
shall, by appropriate Change Order, be at the Owner's expense. (f such Work is not in accordance with the Contract
Documents, correction shall be at the Contractor's expense unless the condition was caused by the Owner or a
separate contractor in which event the Owner shall be responsible for payment of such costs.

§ 12.2 CORRECTION OF WORK
§ 12.2.1 BEFORE OR AFTER SUBSTANTIAL COMPLETION
§ 12.2.1.1 The Contractor shal) promptly correct Work rejeeted by the Arel:liteet er failing to conform to the
requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or
not fabricated, mstalled or completed. Cost~ of correcting such rejected Work, including additional testing and
inspections and compensation for the A:reffi\eet's serYiees &Ad expenses made necessary thereby, shall be at the
Contractor's expense.

§ 12.2.2 AFTER SUBSTANTIAL COMPLETION
§ 12.2.2.'1 In addition to the Contractor's obligations under Section 3.5, if, within one year after the date of
Substantial Completion of the Work or designated portion thereof or after the date for commencement of warranties
established under Sectien 9.9.1, or by terms of an applicable speciaJ warranty required by the Contract Documents,
any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor
shalLcorrect it promptly after receipt of written notice from the Owner to do so unless the Owner has previously
given the Contractor a written acceptance of such condition. The Owner sham! give such notice promptly after
discover)' of the condition. During the one-year period for correction of Work, if the Owner fails to notify the
Contractor and give the Contractor an opportunity to make the correction, the Owner waives the rights t0 require
correction by the Contractor and to make a claim for breach of warranty. If the Contractor fails to correct
nonconforming Work within a re.asonable time during that period after receipt of notice from the OwRer er
/'&emteet, Owner. the Owner may correct it in accordance with Section 2.4.

§ 12.2.2.2 The one-year period for correction of Work shall be extended with respect to portions of Work first
performed after Substantial Completion by the period of time between Substantial Completion and the actual
performance of the Work.

§ 12..2.2.3 The o.ne-year period for correction of Work shall not be extended by corrective Work performed by the
Contractor pursuant to this Section 12.2.

§ 12.2.3 The Contractor shall remove from the site portions of the Work which arc not in accordance with the
requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by the Owner.

§ 12.2.4 The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or
partially completed, of the Owner or separate contractors caused by the Contractor's correction or removal of Work
which is not in accordance with the requirements of the Contract Documents.

AlA Document A201TM -1997. Copyright © 1911, 1915, 1918, 1925. 1937, 1951 , 1958, 1961 . 1963, 1966. 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This A1A8 Document Ia protected by U.S. Copyright Law and International Treaties. Unauthorized         43
reproduction or distribution of thla AtA• Document, or any portion of It, may result In severe civil and criminal penaltlea, and will be proleeluted to the
maximum extent possible under the law. This document was produced by AlA soltware at 14:42:43 on 05/19/2006 under Order No.1000182995_'1 which
expires on 7/23/2006, and is not lor resale.
User Notes: Clayco A201 • Koll · lnlelllcenter · Dallas v2 (5· 19·06)                                                                       (986536188)

R.P. Appx. 383                                                                                                                                   72
§ 12.2.5 Nothing contained in this Section 12.2 shall be construed to establish a period of limitation with respect to
other obligations which the Contractor might have under the Contract Document.<;. Establishment of the one-year
period for correction of Work as described in Sec~ion 12.2.2 relates only to the specific obligation of the Contractor
to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract
Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish
the Contractor's liability with respect to the Contractor's obligations other than specifically to correct the Work.

§ 12.3 ACCEPTANCE OF NONCONFORMING WORK
§ 12.3.1 If the Owner prefers to accept Work whic)l is not in accordance with the requirements of the Contract
Documents, the Owner may do so instead of requiring hs removal and correction, in which case the Contract Sum
will be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has
been made.

ARTICLE 13 MISCELLANEOUS PROVISIONS
§ 1:3.1 GOVERNING LAW
§ 13.1.1 The Contract shall be governed by the law of the place where the Project is located.

§ 13.2 SUCCESSORS AND ASSIGNS
§ 13.2.1 The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal
Fepresentatives to the other party hereto and to partners, successors, assigns and legal representatives of such other
party in respect to covenants, agreements and obligations contained in the Contract Documents. Except as provided
in Section 13.2.2, neither party to the Contract shall assign the Contract as a whole without written consent of the
other. 1f either party attempts to make such an assignment without such consent, that party shall nevertheless remain
legally responsil;>le for -all obligations under the Contract. Notwithstanding the foregoing. Owner may assign the
Contract Documents to Prudential or any entity controlled by Prudential.

§ 13.2.2 The Owner may, without consent of the Contractor, assign the Contract to an institutional lender providing
construction financing for the Project. In such event, the lender shall assume the Owner' s rights and obligations
under the Contract Documents. The Contractor shall execute all consents reasonably required to facilitate such
assignment. Contractor hereby subordinates any mechanics" and materialmen's liens or other claims or
encumbrances that may be brought by Contractor against any or all of the Work, the Land or the Project to any liens
granted in favor of Owner's lender(s). whether such lien in favor of Owner's lender(s) is created. attached or
perfected prior to or after any such liens, claims or encumbrances. and shall require by subcontract its
Subcontractors, and Sub"subcontractors to the extent required by Owner's lender(s), to similarly subordinate their
lien. claim and encumbrance rights. Contractor agrees to comply with reasonable request of Owner for supporting
documentation required by Owner's lender(s). including any necessary lien subordination agreements. affidavits or
other documents that may be required to demonstrate that Owner's property and premises are free from liens. claims
and encumbrances arising out of the furnishing of Work under the Contract. This subordin ation of lien is made in
consideration of and a~ an inducement to the execution and delivery of this agreement. and shall be applicable
despite any dispute between the parties hereto or any others. or any default by Owner under the Contract Documents
or otherwise. Owner's lenders may require periodic inspections and certifications by an inspector or inspecting
architect. and Contractor will make the Project available at all times for such. inspections.

§ 13.3 WRITTEN NOTICE
§ 13.3.1 Written notice shall be deemed to have been du~y served if delivered in person to the individual or a member
of the firm or entity or to an officer of the corporation for which it was intended, or if delivered at or sent by
registered or certified mail to the last business address known to the party giving notice.

§ 13.4 RIGHTS AND REMEDIES
§ 13.4.1 Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder
shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available
by law.

§ 13.4.2 No action or failure to act by the Owner, Architect or Contractor shaJI constitute a waiver of a right or duty
afforded them under the Contract, nor shall such action or failure to act constitute approval of or acquiescence in a
breach thereunder, except as may be specifically agreed in writing.

AlA Document A201''"' - 1997. Copyright © 1911, 1915, 1918, 1925, 1937, 1951. 1958, 1961, 1963. 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA• Document Is protected by U.S. Copyright Law and lrrtarnallonal Treaties. Unauthorized
reproduction or distribution of this AIA8 Document, or any portion of It, msy result In severe civil and c:r1mlnel penalties, and will be prosecuted to the   44
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
expires on 7/2312006, and is not for resale.
User Notes: Ciayeo A201 • Koll · lntellicenter - Dallas v2 {5--19·06)                                                                        (986536188)

R.P. Appx. 384                                                                                                                                  73
§ 13.4.3 If any mediation or arbitration is commenced by either party hereunder to enforce the obligations of the
other party. then (a) the identity of the prevailing party in any such proceeding shall be determined by the mediator
or arbitrator (whichever is applicable). (b) such prevailing party shall be reimbursed by the nonprevailing party for
all of the prevailing party's reasonable out-of-pocket expenses incurred in connection therewith. including without
limitation reasonable attorneys' fees and (c) the mediator or arbitrator (whichever is applicable) shall be authori7.ed
to make an award of such expense in any such proceeding.

§ 13.5 TESTS AND INSPECTIONS
§ 13.5.1 Tests, inspections and approvals of portions of the Work required by the Contract Documents or by laws,
ordinances, rules, regulatjons or orders of public authorities having jurisdiction shall be made at an appropriate time.
Unless otherwise provided, the Contractor shall make arrangements for such test~. in~pections and approvals with .an
independent testing laboratory or entity acceptable to the Owner, or with the appropriate public authority, and shall
bear all related costs of tests, inspections and approvals. The Contractor shall give the A:-crutect Owner timely notice
of when and where tests and inspections arc to be made so that the Arel:liteel Owner may be present for such
procedures. The Owner shall bear costs of tests, inspections or approvals which do not be.c ome requirements until
after bids are received or negotiations concluded.

§ 13.5.2 If the ,'\J:ehiteot, Owner or public authorities having judsdiction determine that portions of the Work require
additional testing.• inspection or approval not included under Section 13.5.1, the A:el:iiteet will, l:ltJ9R writteR
atttherizati~;JR fram t:Re OwRer, Owner will instmct the Contractor to make arrangements for such additional testing,
inspection or approval by an entity acceptable to the Owner, and the Contractor shall give timely notice to the
t\Fel:li~eet Owner of when.and where tests and inspections are to be made so that the Archi~ect Owner may be present
for such procedures. Such costs, except as provided in Scct)on J 3.5.3, shall be at the Owner's expense.

§ 13.5.3Jf such procedures for testing, inspection or approval under Sections 13.5.1 and 13.5.2 reveal failure of the
portions of the Work to comply with requirements established by the Contrac t Documents, all cos~s made necessary
by such failure including those of repeated procedures and cempeRsatioR fur the Architect's serYice!'i ana expeases
shall be at the Contractor's expense.

§ 13.5.4 Required certificates of testing, inspection or approval shall, unless otherwise required by the Contract
Documents, be secured by the Contractot and promptly delivered tb the Areftiteet.Owner.

§ 13.5.5 If the i\Fei:Hteet Owner is to observe tests, inspections or approvals required by the Contract DocumenLc;, the
Arcrutect OwneF,will do so promptly and, where practicable, at the normal place of testing.

§ 13.5.6 Tests or inspections conducted pursuant to the Contract Documents shall be made promptly to avoid
unreasonable delay in the Work.

§ 13.6 INTEREST
§ 13.6.1 Payments due and unpaid under the Contract Documents shall bear interest from the date payment is due at
such rate as the parties may agr;ee upon in writing or, in the absence thereof, at the legal rate prevailing from time to
time at the place where the Project is located.

§ 13.7 COMMENCEMENT OF STATUTORY LIMITATION PERIOD
§ 13.7.1 As between the Owner and Contractor:
           .1     Before Substantial Completion. As to act'> or failures to act occurring prior to the relevant date of
                  Substantial Completion , any applicable statute of limitations shall commence to run and any alleged
                  cause of action shall be-deemed to have accrued in any and all events not later than such date of
                  Substantial Completion;
           .2     Between Substantial Completion and Final Certificate for Payment. As to acts or failures to act
                  occurring subsequent to the relevant date of Substantial Completion and prior to issuance of the final
                  Certificate for Payment, any applicable statute of limitations shall commence to run and any alleged
                  cause of action shall be deemed to have accrued in any and alJ events not later than the date e.f
                  insaaeee ef Owner is required to make the ftnal Certifieate fur Paymeet; payment hereunder; and
           .3     After Final Certificate for Payment. As to acts or failures to act occurring after the reieY8flt date e.f
                  issaaaee of tl:le-final Certifisate fur Paymeat, payment, any applicable statute of limitations shall
AlA Document A2DtTM-t997. Copyright © 1911, 1915, 1918, 1925. 1937. 1951 , 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: Tills AlA• Document Is protected by U.S. Copyright Law and International Treatlea. Unauthorized        45
reproduction or dlatrlbuUon of thla AtA• Document, or any portion of It, may result In aevere c:lvll and c:rlmlnal penaltlea, and will be prosecuted to the
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1 000182995_ 1 whicl)
expires on 7123/2006, and is not for resale.
User Notes: Clayco A201 • Koll • lntellicenter · Dallas v2 (5·19.06)                                                                         (986536188)

R.P. Appx. 385                                                                                                                                  74
                  commence to run and any alleged cause of action shall be deemed to have accrued in any and all
                  events not later than the date of any act or failure to act by the Contractor pursuant to any Warranty
                  provided under Section 3.5, the date of any correction of the Work or failure to correct the Work by
                  the Contractor under Section 12.2, or the date of actual commission of any other act or failure to
                  perform any duty or obligation by the Contractor or Owner, whichever occurs last.

ARTICLE 14 TERMINATION OR SUSPENSION OF THE CONTRACT
§ 14.1 TERMINATION BY THE CONTRACTOR
§ 14.1.1 The Contractor may terminate the Contract if the Work .is stopped for a period of 30 consecutive days
through no act or fault of the Contractor or a Subcontractor, Sub-subcontractor or their agents or employees or any
other persons or entities _performing portions of the Work under direct or indirect contract with th_
                                                                                                    e Contractor, for
any of the following reasons:
         .1    issuance of an order of a court or other public authority having jurisdiction which requires all Work to
                be stopped;
         .2 an act of government, s uch as a declaration of national emergency which requires all W<)rk to be
                stopped;
         .3     because the ~has not issued a Certitieale fer PaymeHl payment and has not notified
                the Contractor of the reason for withholding eertifieatieH payment as provided in Section 9.4.1, or
                because the Owner has not made payment eRa Certifieate fer Pa-ymeRt within the time stated in the
               Contract Documents; or
         .4    the Owner has failed to furnish to the Contractor promptly, upon the Contractor's request, reasonable
               evidence as required by Section 2.2. 1.

§ 14.1.2 The Contractor may terminate the Contract if, through no act or fault of the Contractor or a Subcontractor,
Sub-subcontractor or their agents or employees or any other persons or entities performing portions of the Work
under direct or indir~t contract with the Contractor, repeated suspensions, delays or interruptions of the entire Work
by the Owner as described in Section 14.3 constitute in the aggregate more than l 00 percent of the total number of
days scheduled for completion, or 120 days in any 365-day period, whichever is less.

§ 14.1.3 If one of the reasons described in Section 14.l.l or 14.1.2 exist~, the Contractor may, upon seven da-ys'
written notice to the Ow.Rer and Arehiteet, Owner. terminate the Contract and recover from the Owner payment for
Work executed and for proven loss with respect to materials, equipment, tools, and construction equipment and
machinery, including Feasonable o~·erhead, prefit aad eamages.Contractor's Fee based on the percentage set forth in
Section 5.1.2 of the Agreement on Work completed to date.

§ 14.1.4 If the Work is stopped for a period of 60 consecutive days through no act or fault of the Contractor or a
 Subcontractor or their agents or empJoyees or any other persons performing portions of the Work under contract
.with the Contractor because the Owner has persistently failed to fulfill the Owner's obligations under the Contract
Documents with respect to matters important to the progress of the Work, the Contractor may, upon Aevea additieAal
~written notice tb the Owaer aRd tRe Arehifeet; Owner. term.inate the Contract and recover from the Owner as
 provided in Section 14.1.3.

§ 14.2 TERMINATION BY THE OWNER FOR CAUSE
§ 14.2.1 The Owner may terminate the Contract if tile Coatraetor::
           .1     the Contractor persistently or repeatedly refuses or fails to supply enough properly skilled workers or
                  proper materials;
           .2     the Contractor fai ls to make payment to Subcontractors for materials or labor in accordance with the
                  respective agreements between the Contractor and the Subcontractors;
           .3     the Contractor persistently disregards laws, ordinances, or rules, regulations or arders of a public
                  authority having jurisdiction;
           .4     a mechanic's or materialmen's lien, stop notice or other encumbrance is filed or served by a
                  Subcontractor. Sub-subcontractor or any person or entity claiming by. through or under Contractor
                  against the Land or the Project or any funds due Contractor, or any part thereof. and the lien, stop
                  notice or encumbrance is not discharged. insured over. or bonded off within 45 days after filing or
                  service. or
           .4     otherwise is guilty of substantial bre_ach of a provision of the Contract Documents.


AlA Document A201 111 - 1997. Copyright © 1911 . 1915, 1918. 1925, 1937, 1951, 1958, 1961, 1963, 1'966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AIA1 Document Is protected by U.S. Copyright Law and International TrtaUea. Unauthorized          46
reproduction or distribution of this AtA• Document, or any portion of It, may reault In eevere civ il and criminal penalties, and will be prosecuted to the
mu imum extent possible under the IIIW. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 whi,ch
expires on 7/2312006. and Is not tor resale.
User Notes: Clayoo A201 - Koll - lntellicenter - Dallas v2 (5·19·06)                                                                         (986536188)

R.P. Appx. 386                                                                                                                                  75
           Without limiting the foregoing. Contractor shall be in default (a "Contractor Default") allowing Owner to
           terminate the-Contract if Contractor fails to perform any obligation under the Contract Documents and does
           not correct such failure within five (5) working days following written notice thereof.from Owner;
           provided. however. no Contractor Default shall occur if the matter is not subject to being cured within such
           five (5) day period. but Contractor ha~ promptly begun the correction thereof and diligently proceeds to the
           correction thereof within thirty (30) working days. In the event of Contractor's Default, Owner may.
           without prejudice to any other rights or remedies Owner may have. hold in abeyance further payments to
           Contractor to the extent reac;onably deemed necessary by Owner to correct any Contractor Default and/or
           terminate Contractor's right to continue performance of the Contract Documents by written notice to
           Contractor specifying the date of termination. In the event of such termination. Owner may take possession
           of the Work at the job site and any or all materials and equipment (whether delivered to the job site or on
           order therefore by Contractor). tools and construction equipment at the job site and finish the Work by
           whatever method Owner may deem expedient.

           In the event of termination by Owner, Contractor shall, upon request by Owner. promptly advise it of all
           outstanding subcontracts, rental agreements and purchase orders which Contractor has with others
           pertaining to performance of the Project and furnish Owner with complete copies thereof. Upon .request by
           Owner. Contractor shall assign to Owner. in form and content reasonably satisfactory to Owner.
           Contractor's title to materials and equipment for the Project and those subcontraqs designated by Owner.

           In the event of termination by Owner, Contractor shall not be entitled to receive any further payment until
           the Project is completed. Upon completion and final acceptance of the Project, Owner will determine the
           total cost incurred .in comp.leting the Project including, without limitation, additional overhead. legal and
           other costs incurred by Owner to effect such termination and to complete the Project. If the total costs noted
           above exceed the balance of the Contract Sum unpaid at the time of the termination. Contractor shall.
           promptly after receipt of an invoice. pay to Owner the amount of such excess. Owner shall have the right
           and is authorized to set-off against and deduct from any excess payable to Contractor any other damages
           sufferetl. by Owner due to said default or event giving rise to the termination or due to othe'r defaults of
           Contractor in complying with the terms of the Contract Documents. Contractor shall continue to be fully
           liable for all such other damages to Owner. A waiver by Owner of one default by Contractor shall not be
           considered to be a waiver of any subsequent default by Contractor. nor be deemed to amend or modify the
           terms of the Contract Documents. Contractor expressly waives any formal notice by Owner of Contractor's
           failure to perform, or passive breach of, Contractor's express obligations under the Contract Documents.

          Contractor agrees that upon ·commencement of a case, receivership, civil action or other proceeding hy or
          against Contractor under state. federal or other applicable insolvency Jaw and if such case is not dismissed
          within thirty (30) days thereafter, or upon any general assignment by Contractor for the benefit of its
          creditors. Owner may, in its sole discretion. treat Contractor as in default and may exercise any of the
          remedies of this Section 14.2.1. In the event Owner's remedies are Jimited by the commencement by or
          against the Contractor of a case under any chapter of the United States Bankruptcy Code, Contractor
          stipulates. acknowledges and agrees that time is of the essence in determination of whether the Contract
          Documents should be "assumed" or "rejected." within the meaning of ll U.S.C. § 365; and Contractor
          therefore further stipulates and agrees that subject only to calendaring constraints of the Bankruptcy Court
          having jurisdiction. it will take all necessary action to cause the assumption or rejection of the Contract
          Documents on or before the thirtieth day following the filing of the Petition commencing any such case. In
          such event if Contractor seeks to "assume" the Contract Documents, Contractor expressly stipulates,
          acknowledges and agrees that "adequate assurance of future performance" within the meaning of 11 U.S.C.
          § 365 (b)(l )(C) means a determination that there is no foreseeable ljkelihood that there will be any further
          interruption of Contractor's performance under the Contract Documents following its assumption.

          In the event Owner dctcnnines, in its rea~onable discretion; that Contractor has become insolvent or is in
          danger of becoming insolvent, then Owner is authorized, but not required. to make direct payment to
          Contractor's subcontractors with resoect to any current or pa~t-due invoices then outstanding.
          Alternatively, Owner may. in its sole discretion. require that agreements between Contractor and any such
          subcontractor be assigned to Owner. and Contractor hereby authorizes and consents to any such
          assignment. Owner shall be entitled to full credit against any obligations to Contractor for any payments
          made to any subcontractor under this Section. whether made pursuant to assigned subcontracts or
AlA Document A20tTM -1997. Copyright @ 1911 , 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1963, 1966, 1970, 1976, 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: Thla AlA• Document It protected by U.S. Copyright law and International Treatlea. Unauttiorlzctd    47
reproduction or dlttrlbutlon of thla AlA"' Document, or any portion ollt, may result In severe civil and criminal penaiUu, and will be prosecuted to the
maximum extent possible under the 1- . This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_1 which
expires on 7/23/2006, and Is not for resale.
User Notes: Clayco A201 - Koll - lntelllcenter · Dallas v2 (5· 19·06)                                                                     (986536188)

R.P. Appx. 387                                                                                                                                76
           otherwise. Title to any materials or equipment for which such direct payment is made shall pass directly
           from such subcontractor to Owner.

§ 14.2.2 When any of the above reasons exist, the Ov<aer, Mpoa certificatiO;A by me Afekiteet ~eat Owner may, if
sufficient cause exists to justify such action, fa&y-without prejudice to any other rights or remedies of the Owner and
after giving the Contractor and the Contractor's sure.ty, if any, seven days' written notice, terminate employment of
the Contractor and may, subject to any prior rights of the surety:
          .1    take possession of the site and of all materials, equipment, tools, and construction equipment and
                machinery thereon owned by the Contractor;
          .2   accept as$ignment of subcontracts pursuant to Section 5.4; and
          .3   finish the Work by whatever reas(mable method the Owner may deem expedient. Upon request of the
               Contractor, the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by
                the Owner in finishing the Work.

§ 14.2.3 When the Owner terminates the Contract for one of the reasons stated in Section 14.2. l , the Contractor shall
not be entitled to receive further payment until the Work is finished.

§ 14.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, iaeh:IEiiag eelftpeasatioa fer
tke ,'\rehltect's services aaEI eKpeases maEie aeeessary thereby, and other damages incurred by the Owner and not
expressly waived, such excess shall be paid to the Contractor. If such costs and damages exceed the unpaid balance,
the Contractor shall pay the difference to the Owner. The aHtflMRt to be paid to IJ:Ie Ceewacter er Oweer, as tee case
lftay be, sbaU be eeftiJ.ieEII:ly the Afeeiteet, t~pea appHeatiea, aed t81s This obligation for payment shaJI survive
termi11ation of the Cea!:raet.Contract Documents.

§ 14.3 SUSPENSION BY THE OWNER FOR CONVENIENCE
§ 14:3.1 The Owner may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in
whole or in part for such period of time as the O~ner may determine. Upon receiving any such notice of suspension,
Contractor shall promptly suspend further performance of the Project to the extent specified, and during the period
of such suspension shall properly care for and protect all Work in progress and materials, supplies. and equipment
Contractor has on hand for performance of the Project Upon. the request of Owner. Contractor shall promptly
deliver to Owner copies of outstanding subcontracts of Contractor, and shall take such action relative to such
subcontracts as may reasonably be directed by Owner. Contractor shall use it.s best efforts to utili7.e its material.
labor and equipment in such a manner as to mitigate costs associated with suspension. Owner may at any time
withdraw the suspension of performance of the Project a<: to all or part of the suspended Project by written notice to
Contractor soeeifving the effective date and scope of withdrawal. and Contractor shall r:esume diligent performance
of the Project for which the suspension is withdrawn on the specified effective date of withdrawal.

§ 14.3.2 The Contract Sum and Contract Time shall be adjusted for increases in the cost and time caused by
suspension, delay or interruption as described in Section 14.3.1. Adjustment of the Contract Sum shall include
profit. No adjustment shall be made to the extent:
         .1    that performance is, was or would have been so suspended, delayed or interrupted by another cause
               for which the Contractor is responsible; or
         .2    that an equitable adjustment is made or denied under another provision of the Contract.

§ 14.4 TERMINATION BY THE OWNER FOR CONVENIENCE
§ 14.4.1 The OWQer may, at any time, terminate the Contract for the Owner's convenience and without cause.

§ 14.4.2 Upon receipt of written notice from the Owner of such termination for the Owner' s convenience, the
Contractor shall:
        .1    cease operations as directed by the Owner in the notice;
        .2    take actions necessary, or that the Owner may direct, for the protection and preservation of the Work;
              and
        .3    except for Work directed to be performed prior to the effective date of termination stated in the
              notice, terminate all existing subcontracts and purchase orders and enter into no further subcontracts
              and purchase orders.



AIADocurnentA201"'-1997.Copyright @191 1, 1915,1918, 1925, 1937, 1951,1958,1961,1963.1966.1970, 1976,1987and 1997byTheAmerican
Institute of Architects. All rights reserved. WARNING: Thla AlA• Document Ia protected by U.S. Copyright Law and International Treallea. U nauthorlzed        48
reproduction or distribution of thla AlA• DoctJ menI, or any portion of It, may result In severe clvlland criminal penalties, and will be prosecuted to the
maximum extent possible under the taw. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No.1000182995_ 1 which
expires on 7/23/2006, and is not for resale.
User Notes: Clayco A201 • Koll · lntellicenter · Dallas v2 (5-19-06)                                                                         (986536188)

R.P. Appx. 388                                                                                                                                   77
           Upon receipt of said notice, Contractor shall advise Owner of its outstanding subcontracts pertaining to
           performance of the terminated Work and, upon request, furnish Owner with complete copies. Contractor
           shall place no further subcontracts except as may be necessary for completion of such portion of the Project
           as is not terminated. Contractor shall promptly make every reasonable effort to procure cancellation, upon
           terms satisfactory to Owner, of all subcontracts to the extent they relate to the performance of Work
           terminated or, as directed by Owner, shall assign to Owner in form satisfactory to Owner such of its
           subcontracts as are designated by Owner. or shall take such other action relative to such subcontracts as
           may be directed by Owner.

§ 14.4.3 In case of such termination for the Owner's convenience, the Contractor shall be entitled to receive payment
for Work executed, and costs incurred by reason of such termination, along witb reaseea8Je everheael aeel prefit
Contractor's Fee based on the percentage set forth in Section 5 .1. 2 of the Agreement for Work completed to date.
Contractor shall not exee~Heel.be entitled to any prospective profits or any damages from any termination, suspension
or otherwise, wllether caused by Owner's fault, negligence or otherwise.




AlA Document A201'M -1997. Copyright © 1~11. 1915. 1918, ~925. 1937, 1951 . 1958, 1961, 1963, 1966, 1970, 1976. 1987 and 1997 by The American
Institute of Architects. All rights reserved. WARNING: This AlA Document Ia protected by U.S. Copyright Law and International Treaties. Unauthorized         49
reproduction or distribution of thla AlA• Document, or tny portion of It, may result In ~evere civil and criminal pen1ltles, tnd will be pro10cuted to the
maximum extent possible under the law. This document was produced by AlA software at 14:42:43 on 05/19/2006 under Order No. 1000182.995_1 which
expires on 7123/2006, and is not for resale.
User Notes: Clayco A201 - Koll - lntelllcenter - Dallas v2 (5-19.06)                                                                        (986536188)

R.P. Appx. 389                                                                                                                                 78
Certification of Document's Authenticity
AfA® Document D401TM - 2003

f, , hereby certify, to the best of my knowledge, information and belief, that I created the attached final document
simultaneously with this certification at 14:42:43 on 05/19/2006 under Order No. I 000 182995_ 1 from AlA Contract
Documents software and that in preparing the attached final document I made no changes to the original text of
AlA®Document A20 I rM - 1997 - General Conditions of the Contract for Construction, as published by the· AlA in
its software, other than changes shown in the attached final document by underscoring added text and striking over
de1etcd text.




(Signed)




(Title)




(Dated)




AlA Document D401TM -2003. Copyright@ 1992 and 2003 by The American Institute of Architects. All rights reserved. WARNING: This AlA" Document
Is protected by U.S. Copyright Law and International Treaties. Unauthorized reproduction or distribution of this AlA• Document, or any po rtlon of It,
may result In severe civil and criminal penalties, and will be prosecuted to the maximum extent poulble under the lew. This document was produced by
                                                                                                                                                         1
AlA softwareat14:42:43 on 05/19/2006 under Order No.10001 82995_1 which expires on 7123/2006 , and is not for resale.
User Notes: Clayco A201 - l<oll· lntellicenter · Dallas v2 (5-19·06)                                                                  (98·6536188)


R.P. Appx. 390                                                                                                                                79
            Exhibit B




R.P. Appx. 391          80
AMERICAN ARBITRATION ASSOCIATION
ONLINE FILING ACKNOWLEDGEMENT
This confirmation serves as the Demand for Arbitration or Request for Mediation for this filing.
To institute proceedings, please send a copy of this form and the parties' dispute resolution agreement to the
opposing party.
Case # : 01-14-0001-0249
This will acknowledge receipt of a request for dispute resolution services for the claim and parties detailed below.

This claim has been filed for                                  Arbitration
This matter has been filed in accordance with                  Construction Industry Arbitration Rules
The fee paid at the time of filing was                                $8,200.00
This request was received by the AAA on                        05-Sep-2014


 Claim Description
 On or about May 19, 2006, Intellicenter Dallas
 Investments, LP ("Intellicenter") contracted with Clayco
 Inc ("Contractor") under a Design Build contract
 ("Design Build Contract") for the design and
 construction of a 4 story speculative office building
 consisting of approximately 211,637 square feet located
 at 3701 Regent Boulevard, Irving Texas ("Project").
 The Design Build Contract provided that the Contractor
 shall be responsible to Intellicenter for acts and
 omissions of the Contractor's employees, subcontractors
 and their agents and employees, and other persons,
 including the Architect, engineers and other Design
 Professionals, performing any portion of the Contractor's
 obligations under Article 3 with respect to the design of
 the Project.

 The Design Build Contract Documents included a
 specification manual which required the elevated floor
 slabs to be designed for a 100lb live load with Code
 allowance reductions. The Contractor completed
 construction on March 6, 2007 as indicated in the
 architect's certification under the Certificate of
 Substantial Completion. In September 2007, six months
 after Substantial Completion, the architect, Forum
 Studio Inc. ("FS")., represented to Intellicenter that the
 Project was built in accordance with the plans and
 specifications. Further, FS indicated that it understood
 Intellicenter was relying upon the architect's
 representation and that Intellicenter may pursue a claim
 in the event that Intellicenter has any loss or damage as a
 result of the facts and circumstances that exist at the
 Project which made any of the FS's certifications
 incorrect or inaccurate.

 Last year, as Intellicenter was preparing the building for
 sale, a broker noted some cracking in the exterior tilt
 panels. After evaluating the cracks, the design, and the
 building, Intellicenter learned that the cracks, some of
 which appeared to have been intentionally concealed by
 repair at the time of initial construction, were the result




R.P. Appx. 392                                                                                                   81
 of inadequate structural design in portions of the
 perimeter concrete wall panels and a portion of the steel
 beam to wall panel connections in such a way that some,
 if not all, failed to meet applicable building code based
 upon contract specified live load on design drawings.
 Upon its first discovery of the cracks, Intellicenter wrote
 Contractor and requested that Contractor correct the
 deficient design and/or construction. Intellicenter even
 met with Contractor in person and requested more
 information. Despite the request to repair the
 deficiency, Contractor has refused to correct the design
 and construction deficiencies. Because of Contractor's
 refusal, Intellicenter has sought bids and contracted for
 the Project to be repaired to correct the defects. Until
 undertaking these repairs, Intellicenter had not made any
 repairs to the outside of the Project.

 Intellicenter files this demand for arbitration to recover
 the losses it has sustained as a result of Contractor's
 and/or FS's breach of contract, breach of implied
 warranty, unjust enrichment, deficient design, fraud
 and/or negligent misrepresentation. Intellicenter also
 seeks to recover its attorney's fees, and all reasonable
 and necessary costs and expenses recoverable under the
 Design Build Contract and/or applicable law and further
 seeks all other relief permitted by law.
 Claim Amount                                                  $1,500,000.00
 Do you have a Non-monetary aspect to your claim?              N
 Additional Damages
                                                                                            Amount
                                                                   Attorney fees
                                                                   Interest
                                                                   Other

 Fee Schedule Option                                           Standard
 ADR Agreement                                                 Contained in AIA Document.



Parties and Representatives

Party 1

Category                         Owner
Name
Company Name                     Intellicenter Dallas Investments LP
Address                           8115 Preston Road
                                 Suite 700
                                 Dallas, TX 75225
Phone
Fax
Email
The Party is the                 Company

Representative 1

Name                             Gregory C. Noschese
Firm Name                        Munsch Hardt Kopf Harr




R.P. Appx. 393                                                                                82
Address            500 North Akard
                   Suite 3800
                   Dallas, TX 75201
Phone
Fax
Email              gnoschese@munsch.com

Party 2

Category           Design / Builder
Name
Company Name       Clayco Inc.
Address            2199 Innerbelt Business Drive
                   St. Louis, MO 63114
Phone
Fax
Email
The Party is the   Company

Representative 2

Name               Thomas Avery
Firm Name
Address            120 South Central Avenue
                   Suite 1650
                   St. Louis , MO 63105
Phone
Fax
Email

Party 3

Category           Architect
Name
Company Name       FS Architecture, PC
Address             c/o Forum Studios, Inc.
                   2199 Innerbelt Business Ctr. Dr.
                   St. Louis, MO 63114
Phone
Fax
Email
The Party is the   Company

Representative 3

Name               Registered Agent
Firm Name          FS Architecture, PC
Address             c/o Forum Studios, Inc.
                   2199 Innerbelt Business Ctr. Dr.
                   St. Louis, MO 63114
Phone
Fax
Email




R.P. Appx. 394                                        83
        EXHIBIT C




R.P. Appx. 395      84
                               FORM OF ARCHITECT'S CERTIFICATE


    The Prudential Insurance Company of America

    Prudential Real Estate Investors

    Two Ravina Drive, Suite 400

    Atlanta, GA 30346

    Attn: Mark W. Seedorf!


    Re: 3701 Regent Blvd., Irving TX

    Gentlemen:

                 We understand that you intend to acquire an interest in Intellicenter Dallas
    Investments, LLP, a Delaware limited liability partnership (the ''Venture"), which Venture
    acquired the real property in Irving, Texas, more particularly described in Exhibit A attached
    hereto (the "Land"), and constructed an office building consisting of approximately 199,276 net
    rentable square feet, plus 850 parking spaces (collectively, the "Improvements"), pursuant to an
    Agreement To Acquire Interest, dated January 5, 2006 (the "Commitment"). (The Land and
    Improvements shall be referred to herein collectively as the "Project".)

                We understand that the receipt by you of certain written certifications from us is a
    condition precedent to your obligation tO make a capital contribution to the Venture and to
    acquire an interest in the Venture. Accordingly, we hereby certify the following:

    ARCHITECTURE

       I.       We prepared the working drawings, a true and complete copy of which is attached
    hereto as Exhibit B (the "Plans and Specifications"). The working drawings describe the
    Improvements completely _and accurately.

       2.        The Project lies in a district designated FWY (Freeway) zoning under the applicable
    zoning ordinance No. 4681, City of Irving Planning and Development Department. The Project,
    if built and used in conformity with the Plans and Specifications, is in full compliance with such
    zoning ordinances.

       3.        All Improvements contemplated by the Plans and Specifications are permitted by and
    in conformance with all applicable building codes and regulations and all other federal, state and
    local laws, rules and regulations relating to the physical aspects of improvements to land.

        4.       Based on our observation of the Improvements during their construction and at the
    time all certificates of occupancy were issued, (a) the Improvements as actually built substantially
    conform to the Plans and Specifications, and comply with all Federal, state and locallaws,·rules,
    and regulations relating to the physical aspects of improvements to land, including. without
    limitation, those relating to zoning, building and fire codes, of which we have been made aware


                                                                                                1855559.2


R.P. Appx. 396                                                                                              85
    by the owner, and environmental laws, rules and regulatiOns and (b) no amendment to the
    building permits were required subsequent to April26, 2006.

       5.        The Project complies in all respects with the Americans with Disabilities Act and all
    rules, regulations and guidelines promulgated in connection therewith.

      6.        Intentionally deleted.

       7.       The specified materials for the Project do not contain asbestos or polychlorinated
    biphenyl (PCB) products or any other hazardous or toxic wastes or substances in violation of
    applicable environmental laws.

      8.       Tlte Project, if built in conformity with the Plans and Specifications, is in substantial
    compliance with all conditions and requirements specifically relating to construction and
    development of the Project contained in the following documents:
    [None]

    LANDSCAPE ARCIDTECTIJRE

             l.      The landscape architects are licensed in the State of Texas. They provided
    landscape architecture design and construction observation services for the site improvements for
    the Project. Their involvement included preparing landscape design plans, as noted on Exhibit B.
    In connection with rendering such plans, they performed such research and made such
    investigations as tltey deemed appropriate in their professional judgment with respect to such
    plans. They provided limited construction observation services pursuant to our contract. In
    addition, they periodically observed the contractor's progress and procedures during the
    preparation of the site and full course of construction.

            2.      In our professional opinion and based upon our services rendered, the Project's
    landscape improvements (the "Site Improvements") have been designed in compliance with
    applicable federal, state and local approvals and design standards relating to the Site
    Improvements.

            3.      Further, the work was completed in a manner compatible with the relevant
    aspects of the Land as understood by the landscap~ architects at the time of design and in
    substantial compliance with their recommendations.

    ENGINEERJNG

                I.       The civil engineers are licensed in the State of Texas. They provided civil
    engineering design and construction observation services for the Improvements. Their
    involvement has included preparing civil engineering design plans noted on Exhibit B. In
    connection with rendering the Plans, they performed such research and made such investigations
    as deemed appropriate in their professional judgment with respect to the Plans. Tltey provided
    construction observation services during site preparation and grading prior to beginning
    construction of buildings. In addition, they periodically observed the contractor's progress and
    procedures during the preparation of the site and full course of construction.

                 2.       We hereby represent to you that, in our professional opinion, based upon our
     services rendered, the Project has been designed with respect to the civil engineering aspects in



                                                                                                  18555592


R.P. Appx. 397                                                                                               86
    compliance with applicable Federal, state and local approvals and design standards relating to the
    site improvements for the land.

                3.       We hereby represent to you that the following utilities are connected to the
    Improvements and fully operational: water, electric, sanitary/sewer and telephone. Such utilities
    comprise all of the utilities which were designed by the civil engineers.

                4.        We have concluded that on the basis of our observations that the contractor
    has completed the Project in substantial confonnity with the Plans. Further, the work was
    completed in a manner compatible with the relevant aspects of the Land as understood by the
    civil engineers at the time of design and in substantial_compliance with their recommendations.

                 This letter is being delivered to you as a condition precedent to your making a capital
    contribution to the Venture and acquiring an interest in the Venture. We understand that you and
    the Venture are relying on this letter and that you or the Venture may pursue a claim against us in
    the event that you or the Venture has any loss or damage as a result of facts or circumstances that
    exist at the Project which make any of our certifications incorrect or inaccurate. This letter does
    not constitute, however, a guarantee of the work of the builder of the Improvements, and the
    builder and its subcontractors are solely responsible for all construction means, methods,
    techniques, sequences and procedures and compliance with the drawings, specifications and
    contract documents.


                                                  Very truly yours,

                                                    fbrytM.-t. ~t\M, Vhv.



    (Attachments)


    EXHIBIT A
    Land


    EXHIBITB
    Plans and Specifications




                                                                                                 1855559.2


R.P. Appx. 398                                                                                               87
                                                                                                Pcdl         c.-   s

                                             EXHIBIT A                                                                  i
                                LEGAL DESCRIPTION OF THE LAND                                                           i'
                                                                                                                        i.
   BEING a 14.84 acre tract of land situated in the Jefferson Tilley Survey, Abstract No.
   1474, City oflrving, Dallas County, Texas, and being part of a tract of land conveyed to
   The Travelers Insurance Company by deed as recorded in Volume 91244, Page 4044 of
   the Deed Records, Dallas County, Texas, and being more particularly described by metes
                                                                                                                        I
                                                                                                                        I
                                                                                                                        '
   and bounds as follows:                                                                                               ).'

   CO:M:MENCIN"G at a 1/2 inch iron rod found at the new West line of Bcltline Road. said                               i
                                                                                                                       .I
   point being the Northwest comer of a tract of land conveyed to the County of Dallas by                               I

   deed recorded in Volume 91189, Page 2171, of the Deed Records of Dallas County,                                      i
   Texas, said point also being in the ~oll(hcrly line of Interstate Highway No. 635 (LBJ
   Freeway, a variable width right-of-way);
                                                                                                                        I
   TIIENCE North 71 degrees 07 minutes 55 seconds West, along the southerly line of said                                I
   Interstate Highway No. 635 (LBJ Freeway), a distance of518.07 feet to a 1/2 inch iron
   rod found for comer;
                                                                                                                        I
   TIIENCE North 61 degrees 27 minutes 23 seconds West, continuing along the southerly
   line of said Interstate Highway No. 635 (LBJ Freeway) , a distance of 26.87 feet to a 112
                                                                                                                        I
   inch iron rod found for comer, said point being the POINT OF BEGINNING, same point
   being the Northwest comer of a tract of land conveyed to SMPD-TEXAS-lRVING-203,
   LLC by deed as recorded in Volume 2003066, Page 01481, Deed Records, Dallas
   County, Texas, said point also being the Northeast coiner of said 14.83 acre tract ofland
   being described;

   THENCE South 28 degrees 32 minutes 37 seconds West, departing the southerly line of
   said Interstate Highway No. 635 (LBJ Freeway) and along the common line of said
   SMPD-TEXAS-IRVING-203, LLC tract and said 14.83 acre tract of land being
   described, a distance of 775.69 feet to a 1/2 inch iron rod set for comer, said point being
   in the northeac:;terly line of Regent Boulevard (a variable width right-of-way) according to
   the plat thereof recorded in Volume 85244, Page 3298, Map Records, Dallas County,
   Texas, said point being the Southeast comer of said 14.83 acre tract of land being
   described, said point also being the Southwest corner of a tract of land conveyed to
   SECOND CENTURY INVESTMENTS by deed as recorded in Volume 2003066, Page
   01466, Deed Records, Dallas County, Texas, same point being the beginning of a curve
   to the right having a radius of900.00 feet a delta angle of22 degrees 59 minutes 22
   seconds, and a chord hearing and distance of North 56 degrees 37 minutes 34 seconds
   Wes~ 358.70 feet;


   THENCE in a northwesterly direction continuing along the said curve to the right an arc
   distance of 361.12 feet and to a 1/2 inch iron rod found for comer;

   THENCE North 45 degrees 07 minutes 53 seconds West, continuing along the
   northeasterly line of said Regent Boulevard, a distance of 119.07 feet to a 112 inch iron

Exhibtl A-Legal Description of the Land                                                        Page 1
Dallas 1270791_2 5554.38


R.P. Appx. 399                                                                                          88
                                                                                                         i
                                                                                                         I

                                                                                                         I
  rod found for corner. said point being the beginning of a curve LO the righL ha\'ing a radim;          '
                                                                                                         i'
  of 607_74 feet a delta angle of 40 degree< 07 minmes 46 second.<, and a chord hearing and              I
  distance of North 25 degrees 04 minutes 00 seconds w_est, 417.01 fcc[;

  TIJENCE in a northwesterly direction continuing along lhc saic.l curve to the righl an arc
  distance of 425.66 feeL and 10 a 10. inch iron rod found for comer:

   THENCE North 05 degrees 00 minutes 07 seconds West, continuing alor1g the
   northea.~terlyline of said Regent Boulevard, a distance of 337.64 feet to a 1/2 inch iron
   rod found for corner. said point being the beginning of a curve to the left having a radius
   of708.50 feet a delta angle of34 degrees: 03 minutes 09 seconds, and a chord bearing and
   di'itance of North 21 degrees 57 minutes 59 seconds West, 414.91 feet;

   THENCE in a northwesterly direction continuing along !he said curve to the right an nrc
   distance of 421.08 feet and to a 112 inch imn rod found for comer, said point being the
   Northwest comer of said l4.83 ncre trnct ofland being- described and being in the
   southerly line of said Interstate Highway No. 635 (LllJ Frccwa)'):                                    I,'
   THENCE South 45 degrees 07 minutes?' seconds East, along the southerly line of said                   I
   [ntcrstate Highway No. 635 (LBJ Freeway). a distance of 285.79 feet to a 112 inch iron
   rod futmd for corner;

   THENCE Soutb 61 degrees 27 minutes 23 seconds East, continuing along the southerly                    f
   lino of said btterstate Highway No. 635 (LBJ Freeway) , a distance of 1038,95 feet to the
   POINT 01' BEGINNING and containing 646.585 square feet or 14.84 acres of computed
   land,




Exhibit A-Legal Description of the Land                                                     Page2
Dallas 1270791_2 5554.38


R.P. Appx. 400                                                                                      89
                                                      EXHIBIT B- DALLAS

                                                               Drawing List
lntellicenter ~ Dallas
3701 Regent Blvd.
Irving, Texas 75063

                                                                                                  i
Number
Drawing
Civil                 Trtle                                                     Rev Date

C1

C2
                      Cover Sheet

                      Grading Plan
                                                                                3/2612007

                                                                                312612007         I
C3                    Underfloor Grading Plan                                   312612007

C4                    Drainage Area Map                                         312612007

cs                    Storm Sewer Plan                                          312612007

C6                    Storm Sewer Profiles                                      312612007

C7                    Utility Plan                                              312612007

CB                    Paving Plan                                               312612007

C9                    Tum Lane Plan                                             312612007

C10                   Tum Lane Plan and Details                                 312612007

C11                   Paving Details                                            312612007

C12                   Erosion Control Plan                                      312612007

C13                   Erosion Control Details                                   312612007

C14                   City of Irving Storm Water Pollution Prevention Methods   51812006

C15                   City of liVIng Storm Water Pollution Prevenllon Details   51812006

C16                   City of Irving Storm Sewer Details                        312612007

C17                   City of Irving Inlet Details                              312612007

C18                   City of Irving Trench Embedment, Backfill, and Pavement   3/W2007
                      Repair Detru1s

C19                   City of Irving Details lor Trench ShesUng, Shoring,       312612007
                      Sloping for Trenches over 5' Deep

C20                   City of Irving Water and Sanftruy Sewer Delalls           312612007

C21                   City ollrvlng Sanitary Sewer Details                      312612007


Architectural

Cover                                                                           312612007

AD-<JO                Project Information                                       312612007

INDEX                 Drawing Index                                             312612007

AD-<J1                Ufe Safety Plans & Code Dala                              312612007

AD-<J2                Raled S\ruc\ure Plans                                     3126.12007


                                                                            I

      R.P. Appx. 401                                                                         90
AO<l3           UL Assemblies                                   312612007

AHJ1            An::hilectural Slle Plan                        312612007

A1-o2           Enlarged Site Plans and Details                 312612007          !•
A2-<l1          OVerall Crawl Space and Fir9t Floor Plans       312612007
                                                                                   i
A2-<l2          OVerall Second and Third Floor Plans            312612007
                                                                                   l
A2-<J3          OVerall Fourth Roor and Roof Plans              312612007

A2-11           Partial First Floor Plan                        312612007

A2·12           Partial First Floor Plan                        312612007

A2·21           Partial Second Floor Plan                       312612007

A2-22           Partial Second Floor Plan                       3/2612007

A2-31           Partial Third Floor Plan                        312612007

A2-32           Partial Third Floor Plan                        :J/2612007

A2-41           Partial Foorth Floor Plan                       312612007

A2-42           Partial Foorth Floor Plan                       :J/2612001

A2-51           Partial Roof Plan                               :J/2612001

A2-52           Partial Roof Plan                               S/2612001

A2-53           Roof Details                                    :J/2612007

A2-54           Roo\' Details                                   :J/2612IJ07

A3-01           Overall Elevations                              :J/2612001

A3-02           Enlarged Elevations                             312612007

A3-{)3          Enlarged Elevations                             312612007          I.
                                                                                   '
                                                                                   I'
A3-04           Enlarged Elevations                             :J/2612007

A3-<l5          Enlarged Elevations                             312612007

A3-10           Building Sections                               SI2612IJ07

A3-11           Building Sections                               312612007

A4-01            Enlarged Plans, Toilet Rooms & Lobby           312612007

AS-00            Interior ElevaUons, Typical Information        312612007

A5-01            Interior Elevations, Lobby                     312612007

A5-02            Interior BevaUons, Toilet Rooms                3/2612007

AS-<l3           Interior Elevations Elevator Gabs              312612007

AB-11            Partial First Roar Ceiling Plan                312612007

 AB-12           Partial First Aoor Ceiling Plan                S/2612007

 AB-21           Partial Second Roor Ceiling Plan               312612007

 AB-22           Partial Second Roor Ceiling Plan               312612007

 A'""1           Partial Third Roar Ceiling Plan                312612007

 AB-32           Partial Third Roar Ceiling Plan                3126/2007

 AB-41           Partial Fourth Floor Ceiling Plan              312612007



                                                            2

         R.P. Appx. 402                                                       91
A6-<2        Partial Fourth Floor CeiUng Plan                            312612007

A7-Q1        Elevator PlallS & Sections                                  312612007

AHJ2         Elevator Sections                                           312612007

A7-Q3        Elevator Delalls                                            3/2612007

A7-11        Stair 1 Seclions & Plans                                    3/2612007

A7-11A       Stair 3 Section & Plans                                     3/2612007

A7-12        Stair 2 Sections & Plans                                    3/2612007

A7·13        Stair Details                                               312&'2oo7

AB-01        Wall Sections                                               312612007

AB-02        Wall Sections                                               312612007

AB-<>3       Wall Sections                                               312612007

AB-<>4       Wall Sections                                               :l/2612007

A9-<!1       Partition Types and Details, Door & Frame Types & Details   312612007
....,        TYP Window Details                                          :l/2612007

A9-<l3       Window Frame Types                                          3126/2007

A9-10        Plan Details                                                3/2612007

A9-11        Plan Details                                                312612007
AB-20        Exterior Details                                            312612007

AS-21        Exterior Delails                                            :l/2612007

AS-22        Exterior Delails                                            :l/2612007

Al()-{)1     lnteriorDelails, Toilet Rooms                               :l/2612007

A1()-{)2     lnlerlor Delalls, 1st Level Lobby                           312612007         i
                                                                                           '
A1D-03       Interior Details, 2nd l..Bvel Lobby                         :l/2612007
                                                                                           I
A11-11       Partial Finish Plans, First Floor                           3126/2007

A11·12       Partial Finish Plans, First Floor                           :l/2612007

A11-21       Partial Finish Plan, Second Floor                           :l/2612007

A1H2         Partial Rnlsh Plan, Second Floor                            :l/2612007

A11-31       Partial Finish Plan, Third Floor                            :l/2612007

A11-32       Partial Finish Plan, Third Floor                            312612007

A11-41       Partial Finish Plan, Fourth Floor                           312612007

A11-42       Partial Rnlsh Plan, Fourth Roor                             312612007

Slructural
S1.01        General Noles                                               312612007

81-02        Typical SectiollS & Delails                                 312612007

S1.Q3        Typical Sections & Delails                                  312612007

81.()4       Typical Sections & Details                                  312612007

52.01        Partial Pier Plan                                           312612007


                                                               3

     R.P. Appx. 403                                                                   92
                                                                            I
                                                                            '
                                                                            II
                                                                            I
                                                                            I
S2-o2

S2-o3
                   Partial Pier Plan
                   Dock Plan
                                                           312612007

                                                           312812007        I
                                                                            ,.
52-11              Partial Foundation Plan                 312612007        I'
                                                                            I
                                                                            !
52-12              Partial Foundation Plan                 312612007        i

52-21              Partial Second Floor Framing Plan       3/2£12007        I
                                                                            j.
52-22              Partial Second Floor Fmmlng Plan        312612007        !
                                                                            '
52-31              Partial Third Floor Framing Plan        312612007

S2-32              Partial Third Floor Framing Plan        312612007

52-41              Partial Fourth Floor Framing Plan       312612007

52-42              Partial Fourth Floor Framing Plan       312612007

52-51              Partial Roof Fmmlng Plan                312612007

52-52              Partial Roof Framing Plan               312812007

S3-01              Foundation Section and Details          312612007

S3-02              Foundation Section and Details          312612007

S3-03              Foundation Section & Details            312612007

54-01              Fremlng Section & Details               312612007

S4-02              Framing Section & Details               312612007

S4-03              Fi8mlng Section & Details               312612007

54-04              Framing Section & Details               312612007

S5-<l1             Column Schedule & Details               3126/2007

SB<l1              Brace Elevation & Details               312612007

Tilt Up

T1-11              Partial Panel Layout Plan               312612007

T1-12              Partial Panel layout Plan               312612007

T2-11              Typical Sections & Details              312612007

T3-11              Tilt-Up Wall Elevations                 312612007

T3-12              Tilt-Up Wall Elevations                 312612007

T3-13              Tilt..Up Wall Elevations                312612007

T3-14              Tilt-Up Wall Elevations                 312612007

T4-11              Reinforcing De!ails                     312612007

T-4--12            Reinforcing Details                     3/2612007

 Fire Protection

Sheet 1 of 10      Site Plan                               311312007

Sheet 2of 10       Leve11 -East Wing                       311312007

Sheet 3 ol10       Lsve11 -West Wing                       311312007

Sheet 4 ol10       Leva12 • East Wing                      311312007


                                                       4

      R.P. Appx. 404                                                   93
R.P. Appx. 405   94
Electrical
E1.01           Site Plan Bectrlcal                        319/2007

E2.11           Flrsf Floor Plan Electrical                31912.007        I'
E2.12           Partial First Floor Plan Electrical        31912007         :
E2.21           Partial Second Floor Plan Electrical       31912.007        !I
E2.22           Partial Second Floor Plan Electrical       31912007         I

E2.31           Partial Third Floor Plan Electrical        3/912007

E2.32           Partial Third Floor Plan Bectrical         3/912007

E2.41           Partial Fourth Floor Plan Eleclrical       31912007

E2.42           Partial Fourth Floor Plan Electrical       31912.007

E4.01           Single Una Electrical                      31912007

E4.02           Details Electrical                         3/912007

E4.03           Details Electrical                         S/9/2007

ES.01           Electrical Schedules                       31912007
E5.02           Eleclrical Schedules                       31912007
E5.03           Electrical Schedules                       319/2007

E5.04           Electrical Schedules                       31912007

E5.05           Electrical Schedules                       3/912007

ES.06           Ughling FIXtUre Schedule                   31912007

El.2.11         Partial Firs! Floor Plan UghUng            3/912007

El.2.12         Partial First Floor Plan Ughling           3/912007

El2.21          ParUal Second Floor Plan UghUng            3/S/2007

El2.22          Partial Second Floor Plan UghUng           31912007

EL2.31          Partial Third Floor Plan Ughting           31912007

El.2.32         Partial Third Floor Plan Lighting          31912.007

El.2.41         Partial Fourth Floor Plan Ughling          31912007

EL2.42          Partial Fourth Floor Plan Ughtlng          31912007

Landscape & Irrigation


LC 1.1          General Notes & Materials Schedule         4118106

LS 1.1          Olera11landscape Sitewol1< Plan            4118106

LS 1.2          Sitewol1< & Pavtng    Enla~gemenls         4118106

LS2.1           Sitework Delalls                           4118106

LP 1.1          Planting Plan                              4118106

LP 1.2          Planting Entry Enlargement                 4118106

LP 1.3          Planllng Entry Enlargement                 4/IB/06

LP2.1           Planting DetaUs                            41\B/06

uu              OVerall Landscape lrrrigation Plan         4/IB/06

                                                       6

    R.P. Appx. 406                                                     95
u   1.3         Landscape Irrigation Building Enlargement                 4/18106

u   1.2         Landscape Irrigation Building Enlargement                 4/18106

Ll2.1           Landscape Irrigation Detlals                              4/1&'06

Specification

00010           Table of Contents                                         9/1/2006      4 Pages

02110           Site Clearing                                             1/1912006     2 Pages

02122           Tree Protection and Trimming                              1/1912006     3 Pages

02200           Site Earthwork                                            1/1912006     8 Pages

02201           Trenching, Embedment and Backfilling                      1/1912006     2 Pages

02244           Ume Soil Stabilization                                    1/1912006     4 Pages

02400           Trench Safety Sheeting and Shoring                        1/19/2006     8 Pages

02466           Drilled Piers                                             10121/200:5   9 Pages

02520           Portland Cement Concrete Paving                           1/1912006     4 Pages

02624           Concrela Curb and Gutter                                  1/1912006     2 Pages

02660           Water and Pipe Frtlings                                   1/1912006     5 Pages         I
02661           Gale Valves and Butlerily Valves                          1/1912006     6 Pages
                                                                                                        iI
02662           Fire Hydrants                                             1/1912006     1 Pages         II
02663           Wei Conneclion                                            1/1912006     1 Pages

02665           Water Pipe Test                                           1/19/2006     3 Pages

02666           Water Dechlorination                                      1/19/2006     1 Pages

02667           Cutting, Plugging and Blocking off Existing Water Mains   111912006     1 Pages

02720           Reinforced Concrete Pipe Culverts                         1/1912006     1 Pages

02721           Drainage Structures                                       1/1912006     1 Pages

02722           Corrugated Polyalhylene Pipe                              1/1912006     3 Pages

02730           Sanitary Sewer Mains                                      1/1912006     2 Pages

02731           Sanitary Sewer Manholes                                   1/1912006     2 Pages

02732           Sanitary Sewer Testing                                    1(1912006     1 Pages

03300           Gasl-ln-Place Collcrete                                   1012.512006   13 Pages

03301           Under Slab Vapor Barr1er/Retan:ler                        1012112005    2 Pages

03306           Concrete Curing, Sealing and Hardening                    11{712005     3 Pages

03470           Tltt-Up Concrete Construction                             10/2112005    6 Pages

03490           Glass Fiber Reinforced Precast Concrete                   1012112005    5 Pages

05120           Structural Steel                                          10121t2005    6 Pages



                                                                   7

        R.P. Appx. 407                                                                             96
05210       Steel Joists                             1012112005    6 Pages

05310       Steel Deck                               10121/2005    2 Pages

05500       Metal Fabilcations                       10121/2005    7 Pages

05511       Metal Stairs                             10121/2005    8 Pages             ;


05521       Pipe and Tube Railing                    10121/2005    8 Pages

05811       Architectural Joint System               10121/2005    6 Pages

06100       Rough Garpentry                          10121/2005    5 Pages

06402       Interior Architectural Woodwork          10121/2005    5 Pages

07170       Bentonite waterproofing                  1012112005    5 Pages

07210       Building lnsulaUon                       1012112005    7 Pages

07412       Metal Wall Panels                        1012112005    9 Pages

07540       Thermoplastic Membrane Roofing           1012112005    6 Pages

07620       Sheet Metal Aashing and Trim             10121/2005    5 Pages

07720       Roof Accessories                         612212006     3 Pages

07811       Sprayed Rre- Resistive Materials         10121/200:5   5 Pages

07842       Fire Resistive Joint Systems             10121/2005    4 Pages

07920       Joint Sealants                           212712006     7 Pages

08110       Steel Doors and Frames                   10121/2005    5 Pages         I
08125       Interior Aluminum Frames                 10121/2005    4 Pages         I
08211       Flush Wocxt Doom                         10121/2005    4 Pages         I
08311       Access Doom                              10121/2005    5 Pages

08331       Overhead Colling Doom                    10121/2005    4 Pages

08410       Aluminum Entrances and Storefronts       10121/2005    10 Pages

08470       Revolving Entrance Doom                  10/21/2005    7 Pages

08620       Unit Skylights                           1012112005    3 Pages

08710       Door Hardware                            6/1212006     18 Pages

08711       Door Schedule                            M!212006      7 Pages

081100      Glass & Glazing                          10121/2005    7 Pages

08830       Mirrors                                  10121/2005    5 Pages

08911       Glazed Aluminum Curtain Wall             10121/2005    9 Pages

09000       Material legend                          6/22/2006     2 Pages

09253       Gypsum Sheathing                         1012112005    3 Pages

09260       Gypsum Board Assemblies                  10121/2005    14 Pages


                                                 8

     R.P. Appx. 408                                                           97
                                                                                   '
09265      Gypsum Board Shaft-Wall Assemblies                            10/2112005   5 Pages

09310      Ceramic Tile                                                  10/2112005   7 Pages

09402      EpoxyTerrazo                                                  1012112005   5 Pages

09514      ACO!Jstlcal Pan Callings                                      1012112005   4 Pages

09653      Resilient Wall Base                                           1012112005   4 Pages

09671      Resinous Flooring                                             10/27/2005   6 Pages

09861      Carpet Tile                                                   10121/2005   3 Pages

09912      Painting                                                      1012112005   9 Pages

09950      Wall Covering                                                 9/112006     2 Pages

09970      Special Wall Surfaces(Flberglass Reinforced Plastic Panels)   1012112005   4Pages

09980      Special Coatings lor Concrete Surfaces                        612212006    6 Pages
                                                                                                      '
10155      Tof let Compartments                                          712812006    2 Pages         I
10270      Access Flooring                                               1012112005   6 Pages         I
10520      Flre Protection Specialties                                   10/2112005   5 Pages

10801

11160
           Toilet and Bath Accessories

           Loading Dock Equlpmerrt:
                                                                         612212006

                                                                         1012112005
                                                                                      2 Pages

                                                                                      5 Pages
                                                                                                      I
                                                                                                      I
                                                                                                      I
                                                                                                      I'
12491      Horizontal Blinds                                             10121/2005   3 Pages

14240      Hydraulic Elevators                                           2127/2006    8 Pages

15010      Basic Mechanical Requirements                                 1/1912006    4 Pages

15071      Mechanical Vibration Controls                                 1/1912006    4 Pages

15075      Mechanlcalldentillcatlon                                      1/19/2006    4 Pages

15081      Duel Insulation                                               1/1012006    B Pages

15083      Pipe Insulation                                               1/1912006    10 Pages

15100      Valves                                                        1/1912006    B Pages

15135      Meters and Gages                                              1/19/2006    4 Pages

15140      Hangers and Supports                                          1/19/2006    4 Pages

15300      Rre Suppression Piping                                        1/1912006    14 Pages

15411      Water Distribution Piping                                     1/1912006    B Pages

15420      Drainage and Vent Systems                                     1/1912006    7 Pages

15440      Plumbing FIXtUres                                             1/1912006    4 Pages

15453      Plumbing Pumps                                                111912006    4 Pages

15460      Water Healers                                                 1/19/2006    3 Pages



                                                              9

    R.P. Appx. 409                                                                               98
15730      Section Packaged Rooftop Air Conditioning Units        111912006   10 Pages

15838       Power Ventilators and Exhaust Fans                    111912006   7 Pages

15883      Variable Frequency Drives                              111912006   5 Pages         I
15891       Melal Duels                                           111912006   8 Pages         I
                                                                                              I
15910      Duct Accessories                                       1119/2006   6 Pages         '
                                                                                              I
15g32      Air Outlets and Inlets                                 111912006   3 Pages
                                                                                              I
15933      Air Terminals                                          111912006   4 Pages         I
15970      Automatic COntrols                                     Bl712006    32 Pages

15990      Testing, Adjusting, and Balancing                      111912006   7 Pages

15995      Commissioning                                          1119/2006   5 Pages

16010      Basic Electrk:al Requirements                          1/1912006   4 Pages

16110      Raceways                                               1/1912006   5 Pages

16120      Wires and Cables                                       1/1912006   3 Pages

16135      Cablnels, Boxes, and Fittings                          1/19/2006   5 Pages

16143      Wiring Devices                                         1119/2006   4 Pages

16170      Circuit and Motor Disconnect Swilches                  1119/2006   2 Pages

16190      Circuit and Motor Disconnect Swilches                  1119/2006   4 Pages

16195      Electricalldenlificatlon                               1/19/2006   3 Pages

16420      Service Entrance                                       1/1912006   4 Pages

16425      Switchboards                                           1/1912006   6 Pages

16452      Grounding                                              111912006   5 Pages

16460      Transformers                                           1119/2006   3 Pages

16470      Panelboan:ls                                           1/1912006   4 Pages

16471      Transient Voltage Surge Suppressors                    1/1912006   4 Pages

16475      Qvercurrent Protective Devices                         1/1912006   5 Pages

16481      Motor Controllers                                      1/1912006   4 Pages

16515      Ughtlng                                                1/1912006   6 Pages

16670      Ughtnlng Protection Systems                            1/19/2006   3 Pages

16721      Fire Alarm Systems                                     1/1912006   7 Pages




                                                             10

    R.P. Appx. 410                                                                       99
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