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6.20 Indemnification

A. Regardless of the coverage provided by any insurance, Contractor agrees to indemnify and shall defend and
hold harmless the City, its agents, officials, employees and authorized representatives and their employees from
and against any and all suits, causes of action, legal or administrative proceedings, arbitrations, claims, demands,
damages, liabilities, interest, attorneys' fees, costs and expenses of any kind or nature in any manner caused,
occasioned, or contributed to in whole or in part by reason of any negligent act, omission, or fault or willful
misconduct, whether active or passive, of Contractor or of anyone acting under its direction or control or on its
behalf in connection with or incidental to the performance of this contract. Contractor's indemnity, defense and
hold harmless obligations, or portions thereof, shall not apply to liability caused by the sole negligence or willful
misconduct of the party indemnified or held harmless.

B. In any and all claims against OWNER or ENGINEER, agents, officers, directors, partners, or employees by
any employee (or the survivor or personal representative of such employee) of CONTRACTOR, any
Subcontractor, any Supplier, or any individual or entity directly or indirectly employed by any of them to perform
any of the Work, or anyone for whose acts any of them may be liable, the indemnification obligation under
paragraph 6.20.A shall not be limited in any way by any limitation on the amount or type of damages,
compensation, or benefits payable by or for CONTRACTOR or any such Subcontractor, Supplier, or other
individual or entity.

C. The indemnification obligations of CONTRACTOR under paragraph 6.20.A shall not extend to the liability of
ENGINEER and ENGINEER’s Consultants or to the officers, directors, partners, employees, agents, and other
consultants and subcontractors of each and any of them arising out of:

The preparation or approval of, or the failure to prepare or approve, maps, Drawings, opinions, reports, surveys,
Change Orders, designs, or Specifications.

ARTICLE 7 - OTHER WORK

7.01 Related Work at Site

A. OWNER may perform other work related to the Project at the Site by OWNER’s employees, or let other
direct contracts therefore, or have other work performed by utility Owner’s. If such other work is not noted in
the Contract Documents, then:

1. Written notice thereof will be given to CONTRACTOR prior to starting any such other work; and

2. If OWNER and CONTRACTOR are unable to agree on entitlement to or on the amount or extent, if any,
of any adjustment in the Contract Price or Contract Times that should be allowed as a result of such other
work, a Claim may be made therefore as provided in paragraph 10.05.

B. CONTRACTOR shall afford each other contractor who is a party to such a direct contract and each utility
OWNER (and OWNER, if OWNER is performing the other work with OWNER’s employees) proper and safe
access to the Site and a reasonable opportunity for the introduction and storage of materials and equipment and
the execution of such other work and shall properly coordinate the Work with theirs. Unless otherwise provided
in the Contract Documents, CONTRACTOR shall do all cutting, fitting, and patching of the Work that may be
required to properly connect or otherwise make its several parts come together and properly integrate with such
other work. CONTRACTOR shall not endanger any work of others by cutting, excavating, or otherwise altering
their work and will only cut or alter their work with the written consent of ENGINEER and the others whose
work will be affected. The duties and responsibilities of CONTRACTOR under this paragraph are for the benefit
of such utility OWNERs and other contractors to the extent that there are comparable provisions for the benefit
of CONTRACTOR in said direct contracts between OWNER and such utility OWNERs and other contractors.

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C. If the proper execution or results of any part of CONTRACTOR’s Work depends upon work performed by
others under this Article 7, CONTRACTOR shall inspect such other work and promptly report to ENGINEER in
writing any delays, defects, or deficiencies in such other work that render it unavailable or unsuitable for the
proper execution and results of CONTRACTOR’s Work. CONTRACTOR’s failure to so report will constitute
an acceptance of such other work as fit and proper for integration with CONTRACTOR’s Work except for latent
defects and deficiencies in such other work.

7.02 Coordination

A. If OWNER intends to contract with others for the performance of other work on the Project at the Site, the
following will be set forth in Supplementary Conditions:

1. The individual or entity who will have authority and responsibility for coordination of the activities among
the various contractors will be identified:

2. The specific matters to be covered by such authority and responsibility will be itemized; and
3. The extent of such authority and responsibilities will be provided.

B. Unless otherwise provided in the Supplementary Conditions, OWNER shall have sole authority and
responsibility for such coordination.

ARTICLE 8 - OWNER'S RESPONSIBILITIES

8.01 Communications to Contractor

A. Except as otherwise provided in these General Conditions, OWNER shall issue all communications to
CONTRACTOR through ENGINEER.

8.02 Replacement of ENGINEER

A. In case of termination of the employment of ENGINEER, OWNER shall appoint and whose status under the
Contract Documents shall be that of the former ENGINEER.

8.03 Furnish Data
A. OWNER shall promptly furnish the data required of OWNER under the Contract Documents.
8.04 Pay Promptly When Due

A. OWNER shall make payments to CONTRACTOR promptly when they are due as provided in paragraphs
14.02.C and 14.07.C.

8.05 Lands and Easements; Reports and Tests

A. OWNER's duties in respect of providing lands and easements and providing engineering surveys to establish
reference points are set forth in paragraphs 4.01 and 4.05. Paragraph 4.02 refers to OWNER's identifying and
making available to CONTRACTOR copies of reports of explorations and tests of subsurface conditions and
drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the
Site that have been utilized by ENGINEER in preparing the Contract Documents.

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8.06 Insurance

See Article 5.
8.07 Change Orders
A. OWNER is obligated to execute Change Orders as indicated in paragraph 10.03.
8.08 Inspections, Tests, and Approvals
A. OWNER's responsibility in respect to certain inspections tests, and approvals is set forth in paragraph 13.03.B.
8.09 Limitations on OWNER'S Responsibilities
A. The OWNER shall not supervise, direct, or have control or authority over, nor be responsible for,
CONTRACTOR's means, methods, techniques, sequences, or procedures of construction, of the safety
precautions and programs incident thereto, or for any failure of CONTRACTOR to comply with Laws and
Regulations applicable to the performance of the Work. OWNER will not be responsible for CONTRACTOR's
failure to perform the Work in accordance with the Contract Documents.

8.10 Undisclosed Hazardous Environmental Condition

A. OWNER's responsibility in respect to an undisclosed Hazardous Environmental Condition is set forth in
paragraph 4.06

8.11 Evidence of Financial Arrangements

A. If and to the extent OWNER has agreed to furnish CONTRACTOR reasonable evidence that financial
arrangements have been made to satisfy OWNER's obligations under the Contract Documents, OWNER's
responsibility in respect thereof will be as set forth in the Supplementary Conditions.

ARTICLE 9 - ENGINEER'S STATUS DURING CONSTRUCTION

9.01 OWNER’s Representative

A. ENGINEER will be OWNER's representative during the construction period. The duties and responsibilities
and the limitations of authority of ENGINEER as OWNER's representative during construction are set forth in
the Contract Documents and will not be changed without written consent of OWNER and ENGINEER.

9.02 Visits to Site

A. ENGINEER will make visits to the Site at intervals appropriate to the various stages of construction as
ENGINEER deems necessary in order to observe as an experienced and qualified design professional the
progress that has been made and the quality of the various aspects of CONTRACTOR's executed Work. Based
on information obtained during such visits and observations, ENGINEER, for the benefit of OWNER, will
determine, in general, if the Work is proceeding in accordance with the Contract Documents. ENGINEER will
not be required to make exhaustive or continuous inspections on the Site to check the quality or quantity of the
Work. ENGINEER's efforts will be directed toward providing for OWNER a greater degree of confidence that
the completed Work will conform generally to the Contract Documents. On the basis of such visits and
observations, ENGINEER will keep OWNER informed of the progress of the Work and will endeavor to guard
OWNER against defective Work.

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B. ENGINEER's visits and observations are subject to all the limitations on ENGINEER's authority and
responsibility set forth in paragraph 9.10, and particularly, but without limitation, during or as a result of
ENGINEER's visits or observations of CONTRACTOR's Work ENGINEER will not supervise, direct, control, or
have authority over or be responsible for CONTRACTOR's means, methods, techniques, sequences, or
procedures of construction, or the safety precautions and programs incident thereto, or for any failure of
CONTRACTOR to comply with Laws and Regulations applicable to the performance of the Work.

9.03 Project Representative

A. If OWNER and ENGINEER agree, ENGINEER will furnish a Resident Project Representative to assist
ENGINEER in providing more extensive observation of the Work. The responsibilities and authority and
limitations thereon of any such Resident Project Representative and assistants will be as provided in paragraph
9.10 and in the Supplementary Conditions. If OWNER designates another representative or agent to represent
OWNER at the Site who is not ENGINEER's Consultant, agent or employee, the responsibilities and authority
and limitations thereof of such other individual or entity will be as provided in the supplementary Conditions.

9.04 Clarifications and Interpretations

A. ENGINEER will issue with reasonable promptness such written clarifications or interpretations of the
requirements of the Contract Documents as ENGINEER may determine necessary, which shall be consistent with
the intent of and reasonably inferable from the Contract Documents. Such written clarifications and
interpretations will be binding on OWNER and CONTRACTOR. If OWNER and CONTRACTOR are unable to
agree on entitlement to or on the amount or extent, if any, of any adjustment in the Contract Price or Contract
Times, or both, that should be allowed as a result of a written clarification or interpretation, a Claim may be made
therefore as provided in paragraph 10.05.

9.05 Authorized Variations in Work

A. ENGINEER may authorize minor variations in the Work from the requirements of the Contract documents
which do not involve an adjustment in the Contract Price or the Contract Times and are compatible with the
design concept of the completed Project as a functioning whole as indicated by the Contract Documents. These
may be accomplished by a Field Order and will be binding on OWNER and also on CONTRACTOR, who shall
perform the Work involved promptly. If OWNER and CONTRACTOR are unable to agree on entitlement to or
on the amount or extent, if any, of any adjustment in the Contract Price or Contract Times, or both, as a result of
a Field Order, a Claim may be made therefore as provided in paragraph 10.05.

9.06 Rejecting Defective Work

A ENGINEER will have authority to disapprove or reject Work which ENGINEER believes to be defective, or
that ENGINEER believes will not produce a completed Project that conforms to the Contract Documents or that
will prejudice the integrity of the design concept of the completed Project as a functioning whole as indicated by
the Contract Documents. ENGINEER will also have authority to require special inspection or testing of the
Work as provided in paragraph 13.04, whether or not the Work is fabricated, installed, or completed.

9.07 Shop Drawings, Change Orders and Payments

A. In connection with ENGINEER's authority as to Shop Drawings and Samples, see paragraph 6.17.

B. In connection with ENGINEER's authority as to change orders, see Articles 10, 11, and 12.

C. In connection with ENGINEER's authority as to Applications for Payment, see Article 14.

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9.08 Determinations for Unit Price Work

A ENGINEER will have authority to determine the actual quantities and classifications of items of Unit Price
Work performed by CONTRACTOR, and the written decisions of ENGINEER on such matters will be final,
binding on OWNER and CONTRACTOR and not subject to appeal (except as modified by ENGINEER to reflect
changed factual conditions).

9.09 Decisions on Requirements of Contract Documents and Acceptability of Work

A. ENGINEER will be the initial interpreter of the requirements of the Contract Documents and judge of the
acceptability of the Work there under. Claims, disputes and other matters relating to the acceptability of the
Work, the quantities and classifications of Unit Price Work, the interpretation of the requirements of the Contract
documents pertaining to the performance of the Work, and Claims seeking changes in the Contract Price or
Contract Times will be referred initially to ENGINEER in writing in accordance with the provisions of paragraph
10.05, with a request for a formal decision.

B. When functioning as interpreter and judge under this paragraph 9.09, ENGINEER will not be liable in
connection with any interpretation or decision rendered in such capacity. The rendering of a decision by
ENGINEER pursuant to this paragraph 9.09 with respect to any such Claim, dispute, or other matter (except any
which have been waived by the making or acceptance of final payment as provided in paragraph 14.07) will be a
condition precedent to any exercise by OWNER or CONTRACTOR of such rights or remedies as either may
otherwise have under the Contract Documents or by Laws or Regulations in respect of any such Claim, dispute,
or other matter.

9.10 Limitations on ENGINEER's Authority and Responsibilities

A. Neither ENGINEER's authority or responsibility under this Article 9 or under any other provision of the
Contract Documents nor any decision made by ENGINEER in good faith either to exercise or not exercise such
authority or responsibility or the undertaking, exercise, or performance of any authority or responsibility by
ENGINEER shall create, impose, or give rise to any duty in contract, tort, or otherwise owed by ENGINEER to
CONTRACTOR, any Subcontractor, any Supplier, any other individual or entity, or to any surety for or
employee or agent of any of them.

B. ENGINEER will not supervise, direct, control, or have authority over or be responsible for CONTRACTOR's
means, methods, techniques, sequences, or procedures of construction, or the safety precautions and programs
incident thereto, or for any failure of CONTRACTOR to comply with Laws and Regulations applicable to the
performance of the Work. ENGINEER will not be responsible for CONTRACTOR's failure to perform the Work
in accordance with the Contract Documents.

C. ENGINEER will not be responsible for the acts or omissions of CONTRACTOR or of any Subcontractor, any
Supplier, or of any other individual or entity performing any of the Work.

D. ENGINEER's review of the final Application for Payment and accompanying documentation and all
maintenance and operating instructions, schedules, guarantees, Bonds, certificates of inspection, tests and
approvals, and other documentation required to be delivered by paragraph 14.07.A will only be to determine
generally that their content complies with the requirements of, and in the case of certificates or inspections, tests,
and approvals that the results certified indicate compliance with the Contract Documents.

E. The limitations upon authority and responsibility set forth in this paragraph 9.10 shall also apply to
ENGINEER's Consultants, Resident Project Representative, and assistants.

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ARTICLE 10 - CHANGES IN THE WORK; CLAIMS

10.01 Authorized Changes in the Work

A. Without invalidating the Agreement and without notice to any surety, OWNER may, at any time or from time
to time, order additions, deletions, or revisions in the Work by a Written Amendment or a Change Order. Upon
receipt of any such document, CONTRACTOR shall promptly proceed with the Work involved which will be
performed under the applicable conditions of the Contract Documents (except as otherwise specifically
provided).

B. If OWNER and CONTRACTOR are unable to agree on entitlement to, or on the amount or extent, if any, of
an adjustment in the Contract Price or Contract Times, or both, that should be allowed as a result of a Change
Order, a Claim may be made therefore as provided in paragraph 10.05.

10.02 Unauthorized Changes in the Work

A. CONTRACTOR shall not be entitled to an increase in the Contract Price or an extension of the Contract
Times with respect to any work performed that is not required by the Contract Documents as amended, modified,
or supplemented as provided in paragraph 3.04, except in the case of an emergency as provided in paragraph 6.16
or in the case of uncovering Work as provided in paragraph 13.04.B.

10.03 Execution of Change Orders

A. OWNER and CONTRACTOR shall execute appropriate Change Orders recommended by ENGINEER (or
Written Amendments) covering:

1. Changes in the Work which are: (1) ordered by OWNER pursuant to paragraph 10.01.A, (ii) required
because of acceptance of defective Work under paragraph 13.08.A or OWNER's correction of defective
Work under paragraph 13.09, or (iii) agreed to by the parties;

2. Changes in the Contract Price or Contract Times which are agreed to by the parties, including any
undisputed sum or amount of time for Work actually performed in accordance with a Change Order ; and

3. Changes in the Contract Price and Contract Times which embody the substance of any written decision

rendered by ENGINEER pursuant to paragraph 10.05; provided that, in lieu of executing any such Change
Order, an appeal may be taken from any such decision in accordance with the provisions of the Contract
Documents and applicable Laws and Regulations, but during any such appeal, CONTRACTOR shall carry on
the Work and adhere to the progress schedule as provided in paragraph 6.18.A.

10.04 Notification to Surety

A. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents
(including, but not limited to, Contract Price or Contract Times) is required by the provisions of any Bond to be
given to a surety, the giving of any such notice will be CONTRACTOR's responsibility. The amount of each
applicable Bond will be adjusted to reflect the effect of any such change.

10.05 Disputes — Not Insurance Related

A. Notice: Written notice stating the general nature of each Claim, dispute, or other matter shall be delivered by
the claimant to ENGINEER and the other party to the Contract promptly (but in no event later than 10 days) after
the start of the event giving rise thereto. Notice of the amount or extent of the dispute, or other matter with
supporting data shall be delivered to the ENGINEER, Risk Management Department and the other party to the
Contract within 60 days after the start of such event. A dispute for an adjustment in Contract Price shall be

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prepared in accordance with the provisions in paragraph 12.01.B. A dispute for an adjustment in Contract Time
shall be prepared in accordance with the provisions of paragraph 12.02.B. Each dispute shall be accompanied by
claimant's written statement that the adjustment disputed is the entire adjustment to which the claimant believes it
is entitled as a result of said event. The opposing party shall submit any response to ENGINEER and the
claimant within 30 days after receipt of the claimant's last submittal (unless ENGINEER allows additional time).

B. ENGINEER'S Decision: ENGINEER will render a formal decision in writing within 30 days after receipt of
the last submittal of the claimant or the last submittal of the opposing party, if any. ENGINEER's written
decision on such dispute, or other matter will be final and binding upon CONTRACTOR unless:

1. An appeal from ENGINEER'S decision is taken within the time limits and in accordance with the dispute
resolution procedures set forth in Article 16; or

2. If no such dispute resolution procedures have been set forth in Article 16, a written notice of intention to

appeal from ENGINEER's written decision is delivered by CONTRACTOR to the other and to
ENGINEER within 30 days after the date of such decision, and a formal proceeding is instituted by the
appealing party in a forum of competent jurisdiction within 60 days after the date of such decision or
within 60 days after Substantial Completion, whichever is later (unless otherwise agreed in writing by
OWNER and CONTRACTOR), to exercise such rights or remedies as the appealing party may have the
respect to such Claim, dispute, or other matter in accordance with applicable Laws and Regulations.

C. If ENGINEER does not render a formal decision in writing within the time stated in paragraph 10.05.B, a
decision denying the dispute in its entirety shall be deemed to have been issued 31 days after receipt of the last
submittal of the claimant or the submittal of the opposing party, if any.

D. No dispute for an adjustment in Contract Price or Contract Times (or Milestones) will be valid if not

submitted in accordance with this paragraph 10.05.

ARTICLE 11 - COST OF THE WORK; CASH ALLOWANCES; UNIT PRICE WORK

11.01 Cost of the Work

A. Costs Included: The term Cost of the Work means the sum of all costs necessarily incurred and paid by
CONTRACTOR in the proper performance of the Work. When the value of any Work covered by a Change
Order or when a Claim for an adjustment in Contract Price is determined on the basis of the Cost of the Work,
the costs to be reimbursed to CONTRACTOR will be only those additional or incremental costs required because
of the change in the Work or because of the event giving rise to the Claim. Except as otherwise may be agreed to
in writing by OWNER, such costs shall be in amounts no higher than those prevailing in the locality of the
Project, shall include only the following items, and shall not include any of the costs 1temized in paragraph
11.01.B.

1. Payroll costs for employees in the direct employ of CONTRACTOR in the performance of the Work under
schedules of job classifications agreed upon by OWNER and CONTRACTOR. Such employees shall
include without limitation superintendents, foremen, and other personnel employed full time at the Site.
Payroll costs of employees not employed full time on the Work shall be apportioned on the basis of their time
spent on the Work. Payroll costs shall include, but not be limited to, salaries and wages plus the cost of
fringe benefits which shall include social security contributions, unemployment, excise, and payroll taxes,
workers’ compensation, health and retirement benefits, bonuses, sick leave, vacation and holiday pay
applicable thereto. The expenses of performing Work outside of regular working hours, on Saturday,
Sunday, or legal holidays, shall be included in the above to the extent authorized by OWNER.

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2. Cost of all materials and equipment fumished and incorporated in the Work, including costs of
transportation and storage thereof, and Suppliers' field services required in connection therewith. All cash
discounts shall accrue to CONTRACTOR unless OWNER deposits funds with CONTRACTOR with which
to make payments, in which case the cash discounts shall accrue to OWNER. All trade discounts, rebates
and refunds and returns from sale of surplus materials and equipment shall accrue to OWNER, and
CONTRACTOR shall make provisions so that they may be obtained.

3. Payments made by CONTRACTOR to Subcontractors for Work performed by Subcontractors. If required
by OWNER, CONTRACTOR shall obtain competitive bids from subcontractors acceptable to OWNER and
CONTRACTOR and shall deliver such bids to OWNER, who will then determine, with the advice of
ENGINEER, which bids, if any, will be acceptable. If any subcontract provides that the Subcontractor is to
be paid on the basis of Cost of the Work plus a fee, the Subcontractor's Cost of the Work and fee shall be
determined in the same manner as CONTRACTOR's Cost of the Work and fee as provided in this paragraph
11.01.

4. Costs of special consultants (including but not limited to engineers, architects, testing laboratories,
surveyors, attorneys, and accountants) employed for services specifically related to the Work.

5. Supplemental costs including the following:

a. The proportion of necessary transportation, travel, and subsistence expenses of CONTRACTOR's
employees incurred in discharge of duties connected with the Work.

b. Cost, including transportation and maintenance, of all materials, supplies, equipment, machinery,
appliances, office, and temporary facilities at the Site, and hand tools not owned by the workers, which
are consumed in the performance of the Work, and cost, less market value, of such items used but not
consumed which remain the property of CONTRACTOR.

c. Rentals of all construction equipment and machinery, and the parts thereof whether rented from
CONTRACTOR or others in accordance with rental agreements approved by OWNER with the advice of
ENGINEER, and the costs of transportation, loading, unloading, assembly, dismantling, and removal
thereof. All such costs shall be in accordance with the terms of said rental agreements. The rental of any
such equipment, machinery, or parts shall cease when the use thereof is no longer necessary for the
Work.

6. Rental rates shall be determined as follows:

a. The base rates shall be those established in publications and revisions thereto entitled “Rental Rate
Blue Book for Construction Equipment” or the “Rental Rate Blue Book for Older Construction
Equipment” as published by K-III, 1735 Technology Drive, Suite 401, San Jose, CA 95110-1313, Phone
(408) 467-6700.

b. Attachments (e.g. tractor with ripper and dozer or tractor with loader and backhoe) will be included in
the hourly rental rate only when deemed essential to the work as determined the Engineer. When
multiple attachments are approved for use and are being used interchangeably, the attachment having the
higher rental rate shall be the only one included for payment.

c. No direct payment will be made for necessary accessories (including replenishing blades, augers, teeth,
hoses, bits, etc.) if not listed in the Rental Rate Blue Book.

d. No compensation will be allowed for shop tools having a daily rental rate of less than $10 as set forth
in Section 18 of the Rental Rate Blue Book.

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1. If ordered to use equipment not listed in the aforementioned publications, the Engineer will
establish a rental rate for such equipment. CONTRACTOR shall furnish cost data that might
assist in the establishment of such rental rate.

ii. Payment will be made for the actual time that such equipment is in operation on the work.

ui. Authorized standby time for idle equipment shall be paid at 50% of the specified rate, less the
estimated operating cost per hour. No markup will be added for overhead and profit.

iv. Rental rate paid as above provided shall include the cost of fuel, oil, lubrication, small tools,
necessary attachments, repairs and maintenance of any kind, depreciation, storage, insurance and
all incidentals. CONTRACTOR shall provide the Engineer with a complete Force Account
Equipment Listing for each piece of equipment utilized.

e. Sales, consumer, use, and other similar taxes related to the Work, and for which CONTRACTOR is
liable, imposed by Laws and Regulations.

f. Deposits lost for causes other than negligence of CONTRACTOR, any Subcontractor, or anyone
directly or indirectly employed by any of them or for whose acts any of them may be liable, and royalty
payments and fees for permits and licenses.

g. Losses and damages (and related expenses) caused by damage to the Work, not compensated by
insurance or otherwise, sustained by CONTRACTOR in connection with the performance of the Work,
provided such losses and damages have resulted from causes other than negligence of CONTRACTOR,
any Subcontractor, or anyone directly or indirectly employed by any of them or for whose acts any of
them may be liable. Such losses shall include settlements made with the written consent and approval of
OWNER. No such losses, damages and expenses shall be included in the Cost of the Work for the
purpose of determining CONTRACTOR's fee.

h. The cost of utilities, fuel, and sanitary facilities at the Site.

1. Minor expenses such as telegrams, long distance telephone calls, telephone service at the Site,
expressage, and similar petty cash items in connection with the Work.

j. When the Cost of the Work is used to determine the value of a Change Order or of a Claim, the cost of
premiums for additional Bonds and insurance required because of the changes in the Work or caused by
the event giving rise to the Claim

k. When all the Work is performed on the basis of cost-plus, the costs of premiums for all Bonds and
insurance CONTRACTOR is required by the Contract Documents to purchase and maintain.

B. Costs Excluded: The term Cost of the Work shall not include any of the following items:

1. Payroll costs and other compensation of CONTRACTOR's officers, executives, principals (of partnerships
and sole proprietorships), general managers, engineers, architects, estimators, attorneys, auditors, accountants,
purchasing and contracting agents, expediters, timekeepers, clerks, and other personnel employed by
CONTRACTOR, whether at the Site or in CONTRACTOR's principal or branch office for general
administration of the Work and not specifically included in the agreed upon schedule of job classifications
referred to in paragraph 11.01.A.1 or specifically covered by paragraph 11.01.A.4, all of which are to be
considered administrative costs covered by the CONTRACTOR's fee.

2. Expenses of CONTRACTOR's principal and branch offices other than CONTRACTOR’s office at the Site.

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3. Any part of CONTRACTOR's capital expense, including interest on CONTRACTOR's capital employed
for the Work and charges against CONTRACTOR for delinquent payments.

4. Costs due to the negligence of CONTRACTOR, any Subcontractor, or anyone directly or indirectly
employed by any of them or for whose acts any of them may be liable, including but not limited to, the
correction of defective Work, disposal of materials or equipment wrongly supplied, and making good any
damage to property.

5. Other overheard or general expense costs of any kind and the costs of any item not specifically and
expressly included in paragraphs 11.01.A and 11.01.B.

C. CONTRACTOR's Fee: When all the Work is performed on the basis of cost-plus, CONTRACTOR's fee shall
be determined as set forth in the Agreement. When the value of any Work covered by a Change Order or when a
Claim for an adjustment in Contract Price is determined on the basis of Cost of the Work, CONTRACTOR’s fee
shall be determined as set forth in paragraph 12.01.C.

D. Documentation: Whenever the cost of the Work for any purpose is to be determined pursuant to paragraphs
11.01.A. and 11.01.B, CONTRACTOR will establish and maintain records thereof in accordance with generally
accepted accounting practices and submit in a form acceptable to ENGINEER as itemized cost breakdown
together with supporting data.

11.02 Cash Allowances

A. It is understood that CONTRACTOR has included in the Contract Price all allowances so named in the
Contract Documents and shall cause the Work so covered to be performed for such sums as may be acceptable to
OWNER and ENGINEER. CONTRACTOR agrees that:

1. The allowances include the cost to CONTRACTOR (less any applicable trade discounts) of materials and
equipment required by the allowances to be delivered at the Site, and all applicable taxes; and

2. CONTRACTOR's costs for unloading and handling on the Site, labor, installation costs, overhead, profit,
and other expenses contemplated for the allowances have been included in the Contract Price and not in
the allowances, and no demand for additional payment on account of any of the foregoing will be valid.

B. Prior to final payment, an appropriate Change Order will be issued as recommended by ENGINEER to reflect
actual amounts due CONTRACTOR on account of Work covered by allowances, and the Contract Price shall be
correspondingly adjusted.

11.03 Unit Price Work

A. Where the Contract Documents provide that all or part of the Work is to be Unit Price Work, initially the
Contract Price will be deemed to include for all Unit Price Work an amount equal to the sum of the unit price for
each separately identified item of Unit Price Work times the estimated quantity of each item as indicated in the
Agreement. The estimated quantities of items of the Unit Price Work are not guaranteed and are solely for the
purpose of comparison of Bids and determining an initial Contract Price. Determinations of the actual quantities
and classifications of Unit Price Work performed by CONTRACTOR will be made by ENGINEER subjects to
the provisions of paragraph 9.08

B. Each unit price will be deemed to include an amount considered by CONTRACTOR to be adequate to cover
CONTRACTOR's overhead and profit for each separately identified item.

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