case k!:ib-cv-00l96-JMS-bKL Document ZA-Z Yiied 1U/09/15 Page 3 ot 65 Pageiu #: Zbu

§ 4.3 In calajlating dcDustments to the Guaranteed Maximum Price, the terms "cost" and "costs" as used in the abowreferenced provisions of Al A Document A201-2007 shall mean the Cost of the Woik as defined In Article 7 of this Afireemant and the term "fee" shall mean the Contractor's Fee as defined in Section 5.1.1 of this Agreement,

| jM If no specific provision is made in Exhibit B for ac(justmem of the Contractor's Fee in the case of changes in the Work, or if the extent of sueh changes is such, in the eggregate, that application of the adjustment provisions of Article 5 will cause substantial Inequity to the Owner or Contractor, the Contractor's Pee shall be equitably adjusted on the same basis that was used to establish the Fee for the original Work, and the duwanteed Maximum Price shall be adjusted accordingly. .

ARTICLE 7 COSTS TO BE REIMBURSED § 7,1 COST OF THE WORK | 7.11 The term Cost of the Work shall mean costs necessarily incurred by the Contractor in the proper performance

of the Woric. Such costs shall toe at rates not higher than the standard paid alihe place of the Project except to the extern stated otherwise in Exhibit B, The Cost of die Work shall include only the items set forth in this Article 7.

| § 7.1.2 DELIBERATELY OMITTED,

§ 7 J LABOR COSTS { 7.2,1 Wages of construction workers directly employed by the Contractor to perlbrm the construction of the Work at die site or, to the extent stated irt Exhibit B, at offaite workshops.

§ 7.2£ Wages or salaries of the Contractor's supervisory and administrative pewonnel identified in Exhibit G, when | stationed at the site.

(tf U is intendadtha! the mge\ or salaries ofcemin personnel stationed at the Coniiautor 'x primlpat or other offices shailbe (mluded in the Can of the Wont, identify' in Article !$, the penomiel in be included, whether for all or only part (fttheir time, and the rates at which their time will be charged to the Work.)

5 7.2J Wages and salaries of the Coniructor's supervisory or administrative personnel engaged at factories, workshops or on the road, in expediting the production or transportation of matcriBls or equipment required for the Work, but only for that portion oftlieir 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 ngreemenis, custGrnaiy 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 123.

S 7.2.5 Bonuses, profit sharing, incentive compensation and any other discretionary payments paid to anyone Mred by ttte Comractor or paid to any Subcontractor or vendor, to the extent allowed in Exhibit E|.

17.3 SUBCONTRACT COSTS i Payments made by the Contractor to Subcontractors In accordance with the requirements of the subcontracts.

S 7.4 COSTS OF MATERIALS AND EQUIPMENT INCORPORATED IN THE COMPLETED CONSTRUCTION § 7.4.1 Costs, including tranapomdon and storage, of materials and equipment incorporsfled or to be incorporated in the completed construction.

$ 7.4.2 Cods of materials described in the preceding Section 7,4.1 in excess of those ncaially installed to allow for reasonable waste and q>oilage. Unused excess materials, if my, shall become the Owners property at the completion of the Worker, at the Owner's option, shall behold by the Contractor, Any amounts realized from such sales shall be credited to the Owner as a deduction from the Cost of the Work. |

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| 73 COSTS OF OTHER MATERIALS AND EQUIPMENT, TEMPORARY FACILITIES AND RELATED ITEMS 17.S.1 Costs of transportation, storage, uistaliation, maintenance, dismantling and removal of materials, supplies, temporary facilities, machinery, equipment and hand tools not customarily owntd by cor struotion workers that are provided by the Contractor at the site and fiiily consumed in the performance of the Work .Costs of materials, supplies,

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temporary fecilitles, machine^, equipment and tools that are not tUtly consumed shell be bpsed on the cost or value of the item at the time it is first vied on the Project site less the value of the item when It is no longer used at the Project site. Costs for ham not ftilly consumed by the ConlHtctor shall mean fair market value, ! .

§ 7A2 Rsntal charges for temporary feoilities, maohlnery, equipment and hand tools hot customarily owned by construction workers that arc provided by the Contractor at the site and costs of tfanBportation, installation, minor repairs, dismatullng and removal. The total rental cost of any Contractor-owned item may |not exceed the purchase price of any comparable item, Rates of Contractor-owned equipment and quantities of equipment for which costs may be included In the Cost of the Work are identified In Exhibit B, j

§ T.M Costs of removal of debris from the site of the Work and its proper and legal disposal.

§ 7,$,4 Costs of document reproductions, facsimile transmissions and long-distance telephone colls, postage and parcel delivery charges, telephone service at the ate and reasonable potty cash expenses ojFthe site office.

I § 7.5.5 Costs of material sand equipment suitably stored off the site at a mutually acceptable location, to the extent | permitted by Exhibit B. | -

§ 7.6 MISCELLANEOUS COSTS j § 7,8,1 Premiums tor that portion of insurance and bonds required by the Contract Documents that can be directly Bttnbuted to this Contract. !

§ 7J&2 Sates, use of similar taxes imposed by a governmental authority that are related to the Work and tor which the Contractor is liable. j

• . I s 7^,3 Fees and assessments for the building permit and fbr ether permits, licenses and inspections for which the Contractor is required by the Contract Documents to pay. ;

S 7.6,4 Pees of latwatories 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 A1A Document A20I-2007 or by other provisions of the Contract Documents, arid which do not fell within the scope of Section 7.7.3.

5 7.0,5 Royalties and license fees, paid fbr the use of a particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising fijom suoh requirement of the Contract Documents; and payments made in accordance with legal judgments against the Contractor resulting from such suits or olahns and payments ot'setllements made with the Owner's prior written consent. However, such costs of legal defenses. Judgments and settlements shall not be inciuded in the calculation of the Cbntractor's Fee or subject to

the Guaranteed Maximum Price, If such royalties, lees and costs are excluded by the last sentence of Section 3.17 of AlA Document A201-2007 or other provisions of the Contract Documents, then they shall not be included in the Cost ofthe Work. i

S 7.6.6 Costs for electronic equipment and software, directly related to the Work, as and to the extent permitted by Exhibit B.

§ 7.S.7 Deposits lost for causes other (Itan the Contractor's negligence at failure to fulfill ja specific responsibility in the Contract Documents. i

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§ 7.6.S Legal, mediation and urbifcration costs. Including; attorneys' fees, other titan those arising from disputes. between the Owner and Contractor, reasonably incurred by the Contractor after the execution of this Agreement in the performance ofthe Work and with the Owner's prior written approval, which shall not be unreasonably withheld.

§ 7.6,9 To the extent permitted by Exhibit B, expenses incurred in accordance whh the Contractor's standard written personnel poltcy fbr relocation and temporary living allowances of the Contractor's perscjnnel required for the Work.

§ 7,6,10 That portion of the reasonable expenses ofthe Contractor's supervisory or administrative personnel incurred while traveling in discharge of duties connected with the Work. j

AlA Doctiment A108"* - ZBCr {fomwriy A111«1W?}, CopyriBhteiezO, 1828.1981, 1B6B. 1061, teas, 19S71 m 1078,1987,1M7 «ftd ape? by The AfMkicn InsUtuts ef ArthiiecU. AH rtghte rworvw!. WASHING; Tlite AlA* BeeitmuM b preuctsd by U.& Ceptolelrt Uwanri ItitoNiaflaiul Tntflaa. Ununhortaid rtprotiuctitmciMllitrttJuStMi efihte AVr ttocumont, or any poition sIH, nil* nsaift in MVtt»4lvK8fi<f tftmtniil Mitettfo:, tntl ntftt b* ' (irasvcUad totbe meniinuni aittent dosslbla ung&rlhc ISM. This document wos produced by AtAedHiart U\7f2bM on 08/1S/aoM umier Ordsr fcll No,780aaMS86 1 whist) explreB oh 06/13/2016, BMIIB notfor mal«.' \J<T UHrNotao.- . I (2M20eB72a)

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§ 7.7 OTHER COSTS AND EMERGENCIES § 7.7.1 Other costs incurred in the performance of the Work if, and to the extent, approved in advance in writing by the Ovnwn

§ 7.7,2 Costs incurred in taking action to prevent threatened damage, injury or loss in ease of an emergency affecting the safety of persons and property, as provided in Section 10,4 of AlA Document A20)~2007.

§ 7.7.3 Costs of repairing or correcting damaged or nonconforming Work executed by the ;Con tractor, Subcontractors or suppliers, provided that such damaged or nonconforming Work was not caused by negligence or failure to fulfill a specific responsibility of the Contractor and on ly to the extent that the cost of repair or correction is not recovered by the Contractor from insurance, sureties, Subcontractors, suppliers, or others. j

§ 7.8 RELATED PARTY TRANSACTIONS § 7.8.1 For purposes of Section 7.8, the term "related party" shall mean a parent, subsidiary, affiliate or other entity having common ownership or maitageroent/with Ac Contractor; any entity in which any stockholder in, or management employee of, the Comraetor owns any interest in excess of ten percent in the iiggregate; or any person or entity which has the right to control the business or affairs of the Contractor. The term "related party" includes any member of the immediate family of any person identified above. •

§ 7.8.2 The Contractor is entitled to treat as Costs of the Work only such costs arising iron) a transaction between the Contractor and a rdaWd party as are identified in Exhibit B.

ARTICLE 8 COST? NOT TO BE REIMBURSED § 8.1 The Cost of the Work shall not include the items listed below:

.1 Salaries and other compensation of the Contractor's personnel stationed at the Contractor^ principal ofltce or offices other than the site office, except as specifically provided in Section 7.2. or as may be provided in Article 15; j

,2 Expenses of the Contractor's principal office and offices other than the site office; .3 Overhead and general expenses, except as may be expressly included in Article 7; .4 The Contractor's capital expenses, Including interest on the Contractor's ceipital employed for the

Work; | .5 Except as provided in Section 7,7,3 of this Agreement, costs due to die negligence or failure of the

Contractor, Subcontractcrs and suppl iem 6r anyone directly or indirectly employed by any of them or for whose acts any afthem may be liable to ftalfill a specific responsibility of the Contract;

.6 Any cost not specifically and expressly described in Article 7; and | J Costs, other than costs included in Change.Orders approved by the Owner, that would cause the

Guaranteed Maximum Price to be exceeded. i i

ARTICLE $ DISCOUNTS, REBATES AND REFUNDS ' | M Cash discounts obtained on payments made by the Contmstor shall accrue to the Owner if < 1) before making the

payment, the Contractor included them in an Application fbr Payment and received payment 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 obtained.

§ 4.2 Amounts that accrue to the Owner in accordance with the provisions of Section 9.1 s hall be credited to the Owner as a deduction from die Cost of the Work.

ARTICLE 10 SUBCONTRACTS AND OTHER AGREEMENTS § 10.1 The Contractor shall employ as subcontractors for the Work identified in Exhibit P. the persons or companies identified in Exhibit F, under appropriate written subcontracts. If, after the date of the Agreement, die Contractor wishes to employ additional subcontractors for additional portions of the Wprk that the Contractor does not customarily perform with the Contractor's own personnel shall be performed under written subcontracts also. In such cases, the Owner may designate specific persons frewn whom, or entities from which, the Cjontractor shall obtain bids. The Contractor shall obtain bids from such additional Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids lo the Owner. The Owner shall then determine, with the

AfA Dooumtnfc A102™ - 8097 (fwrmerty A111-1087). Copyrijht® 1020,1025,1851,1958,1«B1, l«a. 1387. i«74,187B, 1067.1097 and 2007 by Tha American Inatitweaf Arohneot*. Ml ngHte reaerved. WARNWC'- "f hit AlA Dotumanl (8 pmteiM by U.S. Copyright law ami inumaUenal Trstdlaa. UnSMtStiorta«<J roproductfon or dleMbuilan tfutfc AlA, Oacumont, or isny.partliiR tt, msy result In osvere elvll anil ertmlnel ptrtalties, and will &s> {wnnecutod to the m&ulmum Extant psesibtc tmitorfto lav. This dooumenl wan protiubed by AlA aoHwara at 17:28:41 on 05/16(2014 under Order KD,790BS205BS„1 whlah expire* on 06/13/2016, and It not for resele. U&vrNotw:

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advice of the Contractor, which bids will be accepted Hie Contractor shall not be tequlred o contract with anyone to whom the Contractor has reasonable objection..

§ 10.2 "When a specific bidder (other than those already identified in Exhibit F)(.l) is recommended to the Owner by the Cofltractor; (2} is quuliiial to perform that portion of the Work; and (3) has submitted a bid that conforms to die requirements of the Contract Documents without reservations or exceptions, but the Owner requires that another bid be accepted, then the Contractor may require that & Change Order be issued to adjust the Gt anuiteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by (he Contractor and the amount of the subcontract or other agreement actual ly signed With the person or entity designated by tile Owner.

§ 10.3 Subcontracts or other agreements shall oonfOrm to' the applicable paymen t provisions of this Agreement, and shall not be awarded solely on a firm, fixed-prioe basis or, with the Owner's prior written consent^ on a unit-priced basis.

ARTICLE 11 ACCOUNTING RECORDS The Contractor shall keep fUll and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs inoinred. The accounting and control systems shall be satisfactory to the Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Contractor's records and accounts, including complete documentation supporting accounting entries, books, correspondence, instruction^ drawings, receipts, subcontracts, Subcontractor's proposals) purchase orders, vouchers, memoranda and other data relating to this Contract. The Contractor shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. Thi > requfreiaents of this Article will apply. Whether or not the parties are, at the time of a request for access, engage 1 in a dispute. The Owner will not be required to engage in discovery hi litigation or arbitration to obtain this informal ion.

ARTICLE 12 PAYMENTS $ 12.1 PROGRESS PAYMENTS § 12.1,1 Based upon Applications Ibr Payment submitted to the Owner by the Contractor and Certificates for Payment issued by the Owner, 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 Ownet not later than the day of a month, the Owner shall make payment of the certliied amount to the Contractor not later than the day of the following month. If an Application for Payment is received by the Owner a Her the appl icatlon date fixed above, »ayment sha ii be made by the Owner not later (ban ( ) days after the Owner receives the Application for Payment. (Federal, state or local lews may require payment within u certain period of time.)

S 12.14 With cadi Application ibr 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 to demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work eqi al or exceed (1) progress payments already received by the Contractor; less (2} that portion of those payments attrlbt table to the Contractor's Fee; plus (3) payrolls for the period covered by the present Application for Payment,

$ 12,1.5 Each Application ibr Payment shall be based on the agreed schedule of values. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, including the Phase 2 Work, except that the Contractor's Fee shall be shown as a single separate item. The schedule of values shall be prepared in such ibrrn rod supported by such data to substantiate its accuracy as theOwner may require. This schedule^ unless objected to by the Owner, shall be used as 8 basis for reviewing the Contractor's Appiicaticjns for Payment.

§ 12.1.6 Applications ibr Payment shall show the percentage of completion of each portionjof the Work as of the aid of the period covered by the Application Ibr Payment. The percentage of completion shall be the lesser of (J) the

AlAD<M>Um«M Alas'1" - 2007 (formerly AH I™ - 1B»7|.Oop/rtgitlt © IBM. 1825, mi. 1858,1881,1603, 1087, Ameiotm Innttuto pf Ardiftacti. Ml ritlhte necrved. tDil& A1A Oacuramt Is pwrtoslefl by U 8. Copy risti l Uw e fKi Intorertf ana I Traitiw. UnanWioriiedrsprwHittlonorfllssrtftuaen orthfai M Pooum&nt,« any portJen ot % irtev rmult to tteivaw styil enrt crtmhiel psnatSw, will win he proaDiiuiad to Uw msxlmum entcirt posiilbte undor the Itur. This documentw» produced by AlA soflwate at 17 28:41 on oflD 6/2014 under Order Nojaosaiosasj which expires on Da/13/2016, and Is nottoriwite. uwrNoba:

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percentage of thai portion of the Work, which has actually been completed; or (2) the percciitago obtained by dividing (a) the expense (hut has actually been incumd 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 (bj the share or the Guaranteed Maximum Price allocated to that portion of the Work in the schedule ofval ues,

§ 12.1.7SubjecttootherprovistcmsorthcContract Documents, theammintofeaohprogre;spaymentshallbe computed as fbl lows:

>1 Take that portion of the Guaranteed Maximum Price properly allowable to completed Work as determined by multiplyingthe percentage of completion ofeaoh portion of tfi e Work by the share of the Guaranteed Maximum Price allocated to that portion of the Work in the sch idule of values, Fending final delermination of cost to die Owner of changes in the Work, smounts rutin dispute shall be Included as provided iti Section 7,3.® of A1A Document A201-2007;

.2 Add that portion of the Guaranteed Maximum Price properly al locable to m aerials and equipment deiiveredand auctaWy 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 Cdntraetar's Fee, less the retahage sped lied in Exhibit B.The Com ractor's Fee shall be computed upon the Cost of the Work at the rate stated in Section 5,1.1 or, if the Contractor's Fee is stated as a fixed sum in that Section, sha3l.be an amount that bears the same ratio to that fixed-sum fee as the Cost of die Work bean to a reasonable estimate of the probable Cost rf the Work upon fa completion;

.4 Subtract the retainage specified in Exhibit 6 from that portion of the Work that the Contractor self-performs;

,5 Subtract the aggregate of previous paymems made by the Owner; ,6 Subtract the shortfei), if any. Indicated by the Contractor in the documentatipn required by Section

12,1.4 to substantiate prior Applications for Payment, or resulting from errors subsequently discovered, by the Owner's auditors in such documentation; and | . .

.7 Subtract amounts, if any, whidi the Owner has disputed.

§ 12.1.8 The Owner and the Contractor shall agree upon a (1) mutually acceptable procedu e for review and approval of payments to Subcontraeiors and (2) the percentage of retainage held on Subcontracts, ar d the Contractor shall execute subcontracts in accordance with those agreements.

| § 12.1,9 DELIBERATELY OMITTED .

I

5 12.2 FINAL PAYMENT 1 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 folly performed the Contract except for the Contractor's responsibility to correct Work as provided in Section 12,2.2 of MA Document A201-2007, and to sa :isfy other requirements, J f any, which extend beyond final payment:

,2 die Contractor has submitted 9 Anal accounting tor the Cost of the Work am I a final Application for Payment; and

.3 the Owner has reviewed and approved the final accounting.

§ 12.2.2 The Owner's auditors will review and report in writing on the Contractor's final accounting within 30 days after delivery of the final accourrting to the Owner by the Contractor. Based upon such Coijt of the Work as the Owner's auditors report to be substantiated by the Contractor* s final accounting, and provided the other conditions of Section 12.2.1 have been met, the Owner will, within seven days after receipt of the writteri report of the Owner's auditors, either issue its confirmation of the accounting, or notify the Contractor and Owner in writing of the Owner's reasons for withholding a confirmation. '

§ 12.2.3 Ifthe Owner's auditors report the Cost ofthe Work as substantiated by the Contractor's final accounting to be le& than claimed by the Contractor, the Contractor shall be entitled to request mediation ofthe disputed amount. A request for mediation shall be made by the Contractor within 30 days after the Contractor's receipt ofthe Owner's notice of its auditors" conclusions. Failure to request mediation within this 30-day period shall result in the substantiated amount reported by the Owner's auditors becoming binding on the Contractor! Pending a final resolution of the disputed amount, the Owner shall pay the Contractor the amount confirmed by the auditors.

AlApocumpnt Am~-MW (femwrly Alii™~.1W7). CopyriahlS} ISM,'1BZ5,1»i, 1958.1M1, iwa,i»67, l!#W, 1970. IBB?, 18s? and 2007 byTns Amerlaon liuttmla of AlehllBatB. AD rtghts MMrvinS. WARKtNC: Tttis tifc Doeunisnt Is prateeted by U.S. CwpyrlBtrt Low nnri tatoiMUentil Tre&Utc. UncMDorfwd feproetucUon ordMbuUon of ihli> A1A OBSumaiU, or eny portion P? II, may maul) In satrcfti civil ami erimtoal pMnKies, an4 wtl» l» pnMtcuted to Uia msistmum (nrtent pMsiMfe tindsrUw IDW. This dooumeni ww pnotfucfli! by AIA totiwtts at 17:28:41 on OSHettOHuniJsr Ortiet Ho.76£)88205e3J wNeh oxplra* on 06/13/2018, and ia notforreoate, UserNotM:

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§ 12.2.4 The Owners final paynaetit to the Contractor of amounts conifinned by the Owner s audhors shall be made no jater than 30 dqys after the ISBUWICO the auditors' report Additional amounts determined by settlement of disputes between the parties shall be paid within 30 days after the parties' eettlemwt agreemenl. Further amounts determined

to be due and owing after arbitration shall be paid in accordance with the order of the arbitrators or the applicable arbltratkm rules, .

§ 1£2.51f; subsequent to final payment and at the Owner's request, the Contractor incurs costs described in Article 7 and not excluded by Article 8 lo owrect defective or nonoonforming Woric, the Owner she 11 rdmburse the Contractor such costs and file Contractor's Fee applicable thereto on the same basis as if suoh costs h ad been incurred prior to final payment, kit not in excess of the Guaranteed Maximum Price. If the Contractor boa sartlcipated in savings as provided in Seotloh 5.2, the amount of such savings shal I be recalculated and appropriate c redit given to the Owner in determining the net amount to be paid by the Owner to the Contractor.

ARTICLE 13 DJ8PUTE RESOLUTION § 13.1 INITIAL DECISION MAKER (PWOgrqphs deleted) DELIBERATELY OMITTED

§ 1S.2BINDIN0 DISPUTE RESOLUTION All claims or disputes arising from or in connection with the Contract or performance under it, including claims and disputes over whether the Contract is in effect and enforceable, which are not resolved by negotiation (and mediation if the Agreement requires il), shall be finally resolved by . (Check the appropriate box. jf the Owner and Contractor do not select a method of bindin j dispute resolution below, or do not subsequently agree in writing to a bihding dispute rexdution method other than litigation. Claims will be resoivtdby litigation in a court of competent jurisdiction.)

{X ] Arbitration administered by and in accordance with the Commercial Industry Arbitration Rules of the American Arbitration Association, in eflfcet as of the date, of the Agreement All arbitration hearings shall be held in Tene Haute, Indiana unless the parties ngjee on another location. Hie Contractor agrees that the Owner may add to the arbitiation, by joinder or consolidation, its designated Operations & Maintenance Contractor for the Project, if disputes between the Owner and Contractor involve issues of feet that are common to disputes between the Operations & Maintenance Contractor, or resolving all of the disputes in one proceeding is reasonably required to avoid inconsistent results. Any award rendered by the arbitiWtot($) may be converted into a judgment in and enforcedby any court of competent jurisdiction.

[ ] Litigation in a court of competent jurisdiction

[ ] Other (Specify)

ARTICLE 14 TERMINATION OR SUSPENSION [SEE TERMINATION PROV1SI0NG IN EXHIBIT F, WHICH REPLACE Sections 14.1 and 14,1] 5 14>.1

(Paragraphs deleted) § 14.3 The Contractor shall, as a condition of recei vinig the payments referred to Exhibit JF, t xecute and deliver all such papers and take all such steps, including the legal assignment of such subcontracts and cth;r contractual rights of the

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Contractor, as the Owner may require for the purpose of fully vesting iti the Owner the rights and benefits of the Contractor undo- such subcontracts or purchase, orders to allow for effident oompletion of the Work.

g 14.4 TTte Work may be suspended by the Owner as provided in Article 14 of A1A Document A201-2007; in aueh case, die Guaranteed MBXimum Price and Contract Time shall be increased as provided in Section 14.3,2 of AIA Document A201—2007, except thia the tcsnn "profit" shall be understood to mean the Contractor's Fee as described in SeotionB 5.1.1 and Section 6.4 of this Agreement,

§ 14.S NotwiSistanding Section 14.2. iho cure period for breach of contract due to failure cf the inntalled Work to perform in acwrdance with the Ccntracl's Perfijrraancerequirements, as demonstrated by he Performance Testing (spedfied in Exhibit A) (a as stated in Exhibit A.

ARTICLE 15 MISCELLANEOUS PROVISIONS ' g 15.1 Where reference is made in this Agreement to a provision of AIA Document A201-2007 or another Contract Document, the reference refers to (hat provision as amended or supplemented by other pre visions of the Con trad Docurrients, '

§ 152 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 qf interest agreed upon, if any.J

%

| 15.3 The Owner's representative: (Nome, address and other trtfomatian)

GaoffHirson President Highland TH LLC 4740 Von Karman Avenue - Suite 100 Newport Beach, CA 92660 Office: (949) 251*0520

Mobile: (949) 697-3088 Email: geoff@pcwerdyne,cont

$ 15.4 Tl)e Contractor's representative: (Name, address and othar irffbrmailoq)

Scott Plooher President Plocher Construction 2808 Thole-Plocher Road Highland, Illinois 62249

Mobile Number: (618) 781-4072 Email Address; sjplooh«@p)ocherco,com

§ 15.S Neither the Owner's nor the Contractor's representative shall be changed without ten days' written notice to the other party.

§ 15.6 Other provisions:

ARTICLE 16 ENUMERATION OF CONTRACT DOCUMEMTB [DELIBERATELY OMITTED. SEE ARTICLE 1.] 6 16.1

| § 16.1.1

AUDocvntfmt M 0jtTO-«07 (fonMily AIII^-IW^CopyrlBhl© im, 1488,1661,1958,1861, IWa, 1067,1074,1678,10117.1097«mi200? byTtw Amortow iwHUite cf Anohltecto, M) riohte Miemd.' WARNIM& Wit AIA Do turn Milts pvotocMd by UJ3. CopyrlnM Law end (ntcniethinl TteetUtn. UttfltUtotltMl reorvductlofl or dlstribtilSon ortMa AIA Ocwimsmt, or amy portion ot It, iray rueull hi oeverc fllyll aatf MtnMel pwcttlMi and wtll b« ptMkuitiiaduttiftmniiimMnBittsntpowlblBttnHerUHiiaw.ThlBilactinimtwmimdueed by AlAtflttmraak 17:28:41 on 08/16)2014 unitor CMtsr No,7905820665^1 which expire! on 06/13/2016. and l» nol for feaale. 1

Unr Not*B".

. InIL 11

6// i

& (2832060723) ;

I

Filed 10/09/10 Pdyq 10 uf Ob HayulD tf. 20T Case 2:15-cv-00196-JMS-DKL

| S 5 16.1 j Hie Supplementary 9nd other Canditions of the Contract:

Document Title Date Paget

| §1S.1.4 (Either Iksi the Specifications here or refer to an exhibit attached to this Agreement.)

Title Fades Section Date

| §16.1.5 (Either list the Drawings here or refer, to an exhibit attached to this Agreement.)

I Title Date Number i

j § 18.1.6 Pants Date Number

(Paragraph deleted) % 16.1.7 (Paragraph dehted)

2 i (list here any additional documents that are intended to form part of the Contract Documents. AlA Document A20l~2007provides that bidding requiremtus such asadvertisi went or invitation to bid Instructions to Bidders, sample fonta- and the Contractor's bid arc not part • if the Contract Documents unless enumeivted in this Agreement, They should be listed here only if intended to be part ofthe Contract Dooumem,)

ARTICLE 17 INSURANCE AND BONDS (See Exhibit D, which replaces Article 17 In Its entirety.] (State bonding requiremenis, if any, and limits t?/'liabilityfor insurance requitvd in Article 11 if AlA Document A201-2007.)

Limit of liability or bond amount ($0.00) Typs of insurance or bond

This Agreement entered Into as of the day and year first written above.

OWNER (Signaturff CONTRACTOR (Signature)

Geoff Hirson, President (Printed name and. title)

Scott Plocher, president (Printed name and title)

AIA Document M 08m ~ J0W (feniMtty All 1™ -1 Wf). CopyrloM ® 1920, IttMtgl.iasS, 1961,1689,19B7,1^74, WB, 1887,1897 anil 2007 by The American ln»tliut<( or Archteett, All rt8htoris8«rv«J.WAKWiNS'.Tht6AIA' Document te proisctati by U.S. CctpyrtaM Law(ntemoWmal TreBtles. UlwultuXizetl rcpratiuoUDn er diumbtliidn of this Doctmi»ni. or any portion of It, m«)r result in eevareslwl] aid criminal pensHtai, aod will be protocuiMJ to mutdmuR) textonl poselbta imdtir she tsm. This dooumant ww piodueed by AIA toHvwns at 17:26:41 on 09/16/2014 under Orttor Na760e8205e8„1 which sxplren on 6W18/8016, and l> nut for waalo. ItefirNoteB:

Intt. 12

6// /

{2062080728)

'C&Ae; I'D-i.-00196'-'JM3-DKL"1 DocuirieiH 24-2 Filed 1-0/09/15 Pagej 11 of 05 PagelD #: 256

AddHkms and Deletions Report for AIA* Document A102ni - 2007

This Adiillojwarwi Defstlans Report, as defined onpaQe 1 ofthaassoslated document reproducM below an text fte author has sddBtttoma ilondard 'TomiAlAdotuwrientfnofdefto ccmpigte il. mwaQ s* uriy text the author may have added toot dole)ed from the original AlA text. Added lext IK shown umterilnBd. DeMed text is tmHastftd with a hDrisontel line through 0ie ortfltnal AIA (e)d.

Note: This Additions and deletions Report Is provided for inrorniaBon^ purposes only and IS not Incwporated inlo or cararttute any part of the BKOtiated AIA document. This Additions end DeleSoi\s Report and Ha atsoelated documant were; ganerated simultaneously by AIA software at 17:28:41 on 08/16/2014. !

PAS61

A6REEMEWT made as of the XXX day of August In the year Two Thousand Fourteen

Highland TH. LLC.An Indiana Limited iiahHitv Company 4740 Von Karman Ave #100

Plodier Construction Comtwnv. Inc. flemrel Conw^tiofl tfMThQtt-PM&Rpwt Highland. Illinois 62249 Ifiagtoft.Miam'.ba:, Pax Numbar: (618) 654~64$<l

Subnlv. InstaHation. Start-Uo. Commtssionina. and Pgrforman^ T^tinc of Pwaimmj Plant Citv ofTerre Haute Waste Water Utility : [3300^^^,^,631 : Belt Press Room i thoArdiitaottTeire Haute. 47802. fN I

ffltomet Icgai stotue^ address and other infoimaticm) |

PAGE 2 |

H)e Contracl Documemts consist of this Agrooniwrtv Conditiowfi of t(io Contract (Omtcrttlt Suppl omomary and othor Drawings. j^oaifioationa Addwidn Agreaneni Exhibits A throoch F to the Aureement. and aav

Exhibit A. other documents listed in this Agreement or its Exhibits as Contract Documents, and Modifications issued after txecution of this Agreement, all of which form the Contract, and are as ftilly 6 part oljthe Cfflitract as if attached to this Agreement or repeated herein. The Contract represents the final, entire and integrat-sd agreement between the parties hereto and supersedes prior and contemporary negotiations, representatiens or agrejements, either written CM1

oral. If anything in the other Contract Documents, other than a Modification, is inconsistent with this Agreement, this Agreement shall govern. i

!

The Contractor accepts the relationship of trust and confidence established by this Agreement and covenants with the Owner to cooperate with the ArohkeotO wner and exercise the Con tractor's skill and judgment in furthering the interests of the Owner; to ftimish efficient business administration and supervision; to fiimisb at all times an adequate

AMtttanaanfl Dofationt Mportlor AW DoeuioMt Atti^-ioor (tomwrty Alii*"-IMTj-Copyriflht® 1820, |182J, 1981,1960,1W1. lesal 1BS7.1874. 18?B, 1807.1987 and SOOT by The AmHtoan InstHutoof Arehlteol*. All HiktB reMrvad, WAftWINS: Tta» AIA* OoR|umwt Is protettod iitr U.8. CoswrlgM l»w < Sinri TwpfcW' UnAtrttrarlMfiJ wpwdwcWciow rfWrttwittefi of fiWit AjA Oociirtt^nti'SK poifilon Of 8, nwy tMuN In sovw®' GWH PflnuHte, imii wtll to proBaauted to tlie mftfttmum fitteuMo urwiW She law. Thte dMtimont wtx pwducad by AIA noftwaw 6(17^6^1 on 08/16/2014 /C. Lf undsr Onter No,790eSKWKL1 "hioh ospJrcn en 0&1S/a)1i, end Is not for wsale. 1 ' W/

N»t«e: i (2061080728) OKW

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iVabb* 2.15-UV'-TO196-JM5-DKL-'• DuuuniBUt 24-2 FtltfU 10/09/15 Pa'yejl2 uf'SS PayelD #. 259

supply of workers and materials; and to perfonn (he Work in m expeditious and eamomical manner consistent with the Owner's interests. The Owner qgrm to famish and approve, in a timely manner, information required by the Contractor and |o wake payments to the Contractor in accordance with the requirements ofthe Comrect Documoms.

PAGE 3

§ 4,1 The dale of commencement of the Work shall he the date of this Agreement unless a different date is stated feetow-in Exhibit Cor provision is made for the date to be fixed in a novice to proceed issued by the Owner.

§ 4.3 The Contractor shall achieve Substantial Completion of-tho entire Work not-lrtor than—( •) dnyc from tho date of ooynmonoemwitj or a»IbHowai within the Contract Times stated in Exhibit C to the Agreement.

$ 5,1 The Owner shall pay the Contraaor the Contract Sum in current funds for ihe Contractor's pcrfomtanoe of the Contract. The Contract Sum is the Cost of the Work as defined in Article 7 plus the Contractor's fw-Fee. subject to the Guaranteed Maximuro Price (GMPVsMedjB Exhibit B. ;

i

§ 5.11 The Contractor's •Pwwfre is m IB.JMfeM !

§ 5.12 The method of sdjustment of the Contractor's Fee for changes in the WeriwWwk is as Mated in Exhibit B.

§ 5.1.3 Limitations, if any, on a Subcontractor's overhead and profit for increases in the cost of its portion of the WaytoWork are as stated in Exhlfefy B:

| 5,14 Rental rates for Contractor-owned equipment shall notoncwd peroontf of the atandard ttito be as siaftsd in Exhibit B. and shall not exceed the standard rate for third-pattv rentals of similar enufament paid at the place of the Prefect.

PAGE 4

§ $.2,1 The Contract Sum Is guaranteed by the Contractor not to exceed fS—trthe GMF stated in Exhibit B. subject to additions and deductions by Change Order as provided in the Contract Documents. Such maximum sum is referred to in the Contract Document* as die Guaranteed Maximum Price. Costs which would cause the Guaranteed Maximum Price to be exceeded shall be paid by the Contractor without reimbursement by the Owner1.

I

§ 5.2J1 The Guaranteed Manimuin Price is based on the following alternates, if any, which are described in the Contraoi Doenmenlfl and arc hereby Exhibll Band which Exhibit B reflects were accepted by the Owner:

I

HSsiE

§ 5.2.4 Assumptions, if any, on which the Guaranteed Maximum Price isfeasetkbased areislated in Exhibit B. I

AddittoftB tnS Oflkttone tuport for A1A Doounwirt MM- aw (toimwlj A111™~188T),Cap)m9tit®1B20| 1926,1931,1S69,1(K>1,1M3, 1967.1074. 1878.1887. IBS? and 2007 by The Amsitcan Mtittute of Anohtecte. M rigMa wmivsd. WARNING: ThH Alft" Ooeumtwt K ptxtmexl bv UJI. eajtyrtgnt Uiw '« «iul intemMHwsi TrWUsc. UmuitberteMi rtt»i««twctK>n or dWifit»uiloii oiiWo /UA Pocumsnt, or (mj' pwtton pf H, mny wcutt to CWOK elvH Dnti crimlnel penonies, Endwlfl bp pfonocutidlo Ihe mtBlmiim WitWpoMilbtEUnrterllie taw. ThW dacumenlwes produoefl by AlAsoitwarsaM726:41 on De'16/2014 under CW« No.780B82D68$_1 which •i<plr«» on 06(18/201 S, anil Is not for /«Mte UnrNotw

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Tb-CWiyb-JMbi-UKL U6fci^lVi'fenr"24-^ HI6d wmiLb .13 Of bb PagelU #: ^6U ••a oase z:

| 6.26 To tho eKtwit tfint tite Orowinaa and Spocifiaationa ow> antioipatod to rcquira (Urthw devtlopmunt by tho AyehfeeetrtfefrCoatfWtei'-to pfOvided in the Cuwaotood MaKimum Prioc for suoh farther Welopmont ooftirismft with the Gantropt Pooumants and raasondbly Inferable flwraftonh- guah fiirthiaf dovetopmemt dow not inoiwfo auoh thinga BS chanjiw. in aoope] t alomst kiitda rod quality of motcrlolg, &nWw3 0^w}»ipmewi, oli ofwhioht If requiTadt 8>wl e4B«aitwratod by Change Ordg^Diie to the nature of the Work, there wit? he no Archfteot TheWrtft- inalnd examining the building in Area 18 in which the Etmipment tdeBned fn Exhibit will beifagtelled during Phase i Work /defined in Exhibit At. to determine whether the floors in that location are structurally and otherwise aHenuate for the purpose. If thev are not the Contractor shall deveiop engineerlny rians ta render the fioori

. then exeoute the changes specified in the engineering nians. and will be entitled to a Oange Order, in accor ce with Article 6. modifying fee <3MP on aooount of the additional costs the Contractor will incur in catrvine out this enyjneeringand executing thcchanges to the fjoora. fa such a case, the Work, as modified bv tha Chantte Or/ier. will faclude havfaiB any nesessarv wclnewing plane sinned and sealed bv a Professional Enrinber licensed in % fttate of Indiana, under whose responsible charge the Plans were prepared. The plans shall be Provided to the Owner for submission to the applicable code and oamittinc authorities for review and approval, as required bv apolicaMe law.

§ <9.2 in calculating adjutfrnems to subcontracts {except those awarded with the Owner's prior consent on the basis of cost plus a fte). the terms "cost" And "tee" as used In Section 7.3.33 of AJA Dooumenl A20I-20D7 and the term "costs11 as used In Section 7.3.7 of ALA Documeni A20i-2007 shall have the meanings assigned to litem in AIA Document A201-2OO7 and shall not be modified by Articles 5,7 and 8 of this Agreementj Adjustments to subcontracts awarded with theOwner's prior consent on the basis of cost plus a fee shall be calculated in accordance with the lams of those subcontracts. feitwl PrOTMW gfPocmmS? A^Ol-OT are j into the Comraet Docmnentt, not the Pocmnent as a whole.

PAGES

§ $4 If no specific provision is made in Articio S Exhibit B for adjustment of ihe Contractor's Fee in the case of changes in thei Work, or if the extent of such changes is such, in the aggregate, that application of the adjustment provisions of Article 5 will cause substantial inequity to the Owner or Contractor, the Contractor's Fee shall be equitably adjusted on the same basis that was used to establish the Pee for the original Work, and the Guaranteed Maximum Price shall be Adjusted accordingly, 1

mimiuizi

M i

§ 7.1.1 The term Cost of the Work shall mean costs necessarily incurred by the Coniractcr| in the proper perfomiance of the Work, Such costs shall he at rotes not higher than the standard paid at the place of the Project except with prior

forth In this Article 7.

$ 7,1.2 Where any aqstittoubjcct to the Owner's prior oppfevaly the Contsfaotar sfeoll obtem this upproval prior to foowrlng-thp oosti Hie pflrtiw ohotl wtionvor to Identify awy woh costs prior to oxeouting lhto Asmm^mmrnmrnm,

$ Tjtl Wages ofconssruciion workers directly employed by the Contractor to perform the instruction of the Work at the site or, witli thg-Oiwiw-'o prior flPBroval; to the exteit stated in Exhibit B. at off-site workshops. ~

§ 7.22 Wages or salaries of the Contractor's supervisory and administrative personnel identified In Exhibit B. when gtationed fit Ihe wte with the Owner'i) prior approval.atE, I

§ 7,2.9 Bonuses, profit sharing, itscentive compensation and any other discretionaiy payments paid to anyone hired by the Contractor or paid to any Subcontractor or vendor, with-the Owners lorior operevalato the extent allowed in MMB- i MdWanB snd Oatodotta Rtport tor AIA Cocumsnt AW™ - tm (tomwrty A111™ - IWr). Cop^l d le^o. 1B26, less. 1951.1683,1097.1674. 1979,1867, I9B7 still 200? l ThB Amertaan InMHute tff ArohltecU, All rtflhte fes»TyKl. WafiMiNQ; This Alft Oocimnt Is prelftlfid by U.S. CbpyrtaAt Law « and mimfiBtioft*) Twrtiw. Umwlhwlirt »*{>««(ut'tos or dlftfifeutisn «l ihl«. DaeufMnt, or pttrtloft o! (i may IOMK In »ev«N civil nmt erimtwul pmattltSi fired wilt bt prosecuttxl to the tnaitlinuip utoitt passible BUSur the- tew. TWO doihimsntwM frnduaxl b/ AW »oftwfire st on Oftta&tw undor Order WoTOMBZOSBBJ wMch expirss on 0B/Wi01 S. and IE not far maata, ticiifNet<i»t £// (JOSaOHoria)

I

Case 2:15-cv-00196-JMS-DKL Document^4=:2 Filed 10/09/15 Page 14 of 65 PagelD #: 261

PAGE 6

$ 7.9 J Rental charges for temfwraiy &dlities, machinery, equipment and hand tools not customarily owned by can&tructfon workers that are provided by the Contraowr at the site and costs of transportation, installation, minor repairs, dismantling and removal. Hie total rental cost of any Contrqctor-owned item may not exceed the purchase price of any comparable item, Rates of Contract or-ownod equipment and quantities of equipment ahuHlWoubjoet to

itiUj/.ls rvwtte tUmr KA artrvlii ia/j In flntk r*yi«yf t < £ \ l f i \ n V SM CukjUi* Q

»»•

§ 7.9.9 Costs of materials sad equipment suitably stored off the site at a mutually acceptable location, oubjoet to the Owner's tntopopproval.to the extent permined bv Exhibit B.

§ 7J.1 Premiums for that portion of insurance and bonds required by the Contract Documents that can be directly attributed to this ContraetSelf inauranoe for oithor fall'or partial amounte of the ocwcfagaa roqxiired by the Contrnot DoounwintSi with theOwner'a pwof approval.

§ 7.6.5 Royalties and license ftes paid for the use of o particular design, process or product required by the Contract Documents; the cost of defending suits or claims for infringement of patent rights arising from suoh requirement of the Contract Documents; and payments made in accordance with legal judgments against the Contractor resulting from such suits or claims and payments of settlements made with the Owner's prior written consent. However, such costs of legal defenses, judgments and settlements shall not be included in the calculation of the Contractor's Fee or sul ect to flie Guaranteed Maximum Price. If such royalties, fees and costs are excluded by thelast sentence of Section 3,17 of AlA Document A201-2007 or other provisions of the Contract Documents, then tti y shall not be included in the Cost of the Work.

§ 7.6.6 Costs for electronic equipment and software, directly related to the Work with the Owner's prior apppflwirW^k as and to the extent permitted bv Exhibit B.

• •r

§ 7,tUI Legal, mediation and arbitration costs, including attorneys' fees, other than those arising from disputes between the Owner and Contractor, reasonably Incurred by the Contractor after the execution of this Agreement in the perfottnanoe of the Work and with the Owner's prior written approval, which Shall not he unreasonably withheld.

§ 7.6.9 Subjoot to the Owner'a prior approval. To the extent permitted bv Exhibit B. expenses incurred in accordance with the Contractor's standard written personnel pol icy for relocation and temporary living allowances of the Contractor's personnel required fin the Work.

PAGE 7

§ 7.BJtif DDV Pfthooaots to ha roimburfled arise-The Contractor is entitled to treat as Costs of the Woxk onJv such costs arising from a transaction between the Cop tract or and a related party, thoContractor nhallnotify thaQwnerof thoepwifio ccturo of the oontpmplatod transaodoni including the idwrtHy oftho related potty and the antfeipatod oost to to incwrwif befQre flny such trtwaaotion ia consummtited'oreost-iiiomrrcdi if tho Ownorg oftcr oueh notiiictttiw OBthorizes the |»opo3«d trtmaootioni then the ooat inpurrod sholi be included oa a coat to bg^wmtaBroedr and the Controotor ahail proouro the Work, oquipmont, goods or ^servioc from the retated partyygs a Suboontraoto aooordiivg to fae termoof Artiole 10. If the Owner foils to nuthoriae the trwiBootipnytho Contmetor ahali proouro the Work? oquiproonti goodo or oarviec ftopi some porswi or entity othef- than a related party aeeording to the terms of Articlo *^arty ftg..irg mExhibjt P,

Addition® end DeWloni R«p(HHorAIADoi5uttwntAWJnJ~20aj'<form»riirA111'"-1flBr). CopyhoMO IfilO, 1626. iBfit 1966,18S1.1863,1887.1974, 1678.1687,1907 and 2007 fcyTho Amtnoan Irnstutfl of Atthlhcto.'*Sl lishl* wesrvMl, WWSMtWO: Thi* MA Dccumeni Is rakcled tiy U^S. Cc^Mit Uvr A BDii IntetnaUlmel Tmriiea. Unnuthortm* reproducliofl pr SluWtiultoii of Jhts Aier {teflumeni, or «iv portion ofU. mev reeuajo ssvent clvtl and ertndniul txtnalUsti, end be pionwutori to the nwRlntum Mtent ponstblft umtsr the lew. This document ww produocd by AlA aoftwaw at 17;28>41 on Oa/WSO lit uniler OrtM Ne.7W89J058IL1 whtoh expires en (W/ia/i01S. and Is notloi taiate. U8*rNot«»,- (2062060726)

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Case 2:15-cv-00196-JMS-DKL Document 24-2"" Filed 10/09/15 Pdye 15 of 65 PayelD U. 202'"

§ 10.1 gtog-The Contractor shall emplov as subeontractofs for the Wopk identified in Exhibit E the peesom nr companies identified in Exhibit P. under acmmriatc written subcontracts. 11 after the date of the Agreement the Contractor wishes to empldv additional subcontractors for additional portions of the Work that the Contractor does not customarily perform with the Contractor's own personnel shall be performed under aubwntracto-or by other appropfiatd'agreomcnts with the C(mtfflator»-The written subcontracts also, in such cases, the Owner mav designate specific persons from whom, at entities from which, the Contractor shall obtain bids. Hie Contractor shall obtain bids from such additional Subcontractors and from suppliers of materials or equipment fabricated especially for the Work and shall deliver such bids to the Arohitcotj Owner. The Owner shall then determine, with the advice of the Contraotor and tho Arohitoot Contractor, which bids will be accepted. The Contractor shall not be requited to contract with anyone to whom the Contractor has reasonable objection.

g 10.2 When a specific bidder (other than those already identified in Exhibit F> { 1) is recommended to the Owner by the Contractor; (2) is qualified to peribrm 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 ac^ust the Ouaranteed Maximum Price by the difference between the bid of the person or entity recommended to the Owner by the Contractor and the amount erf1 the subcontract or other agreement actual ly 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 not be awarded onthobttoisofoost pluaafpo without tho prior oonaem of the Ownar. If tho Suboontroot is awarded on n eoat-plu&a foe baeist the Contractor nhall provide in tho Suboontraot for the Owner to receive thc'onwia audit rights with'regard to the Suboontwator as the Owiior receives with regard to the Contraotor in Artiolell, betewtsolelv cm a firm, fixed-price basis or. with the Owner's nrior written consent on a unft-nriced basis.

PAGED

Hie Contractor shall keep foil and detailed records and accounts related to the cost of the Work and exercise such controls as may be necessary for proper financial management under this Contract and to substantiate all costs incmrcd. The accounting and control systems shall be satisfectory toihe Owner. The Owner and the Owner's auditors shall, during regular business hours and upon reasonable notice, be afforded access to, and shall be permitted to audit and copy, the Contractor's records and accounts, including complete documentation supporting accounting entries, bocks, correspondence, instructions, drawings, receipts, subcontracts. Subcontractor's proposals, purchase orders, vouchers, memoranda and other data relating to this Contract. Hie Contractor shall preserve these records for a period of three years after final payment, or for such longer period as may be required by law. The requirements of this Article will awplv. whefher or not the Mrties are, at the time of ft request for .aocess, emaaiaed in a dispute. The Owner will not be required to enqafto in discovery in litigation or arbitration to obtain this information.

. $ 12.1.1 Based upon Applications for Payment submitted to the Arohitoot Owner bv the Contractor and Certificates for Payment issued by the Arohiteflty Owner, the Owner shall make progress payments on account of the Contract Sum to the Contractor as provided below and elsewhere in the Contract Documents.

| 12.1.3 Provided that an Application for Payment is received by the Architect Owner not later than the day of a month, the Owner shall make payment of the certified amount to the Contractor not later than the day of the foHowiny month. If an Application for Payment is received by the Arohitoot Owner after the application date fixed above, payment shall be ntade by the Owner not later than ( ) days after the Arohitoet Owner receives the Appl ication for Payment

$ 12.1.4 With each Application lor Payment, the Contractor shall submit payrolls, petty cash accounts, receipted

demonstrate that cash disbursements already made by the Contractor on account of the Cost of the Work equal or

AdtHUoim•nd D«l#Ucin»Reportfor AtADoouroontAIOi™-2007 (formsrfy A1Hn,-199r). CopvriBlil©ie20, «26,1061,1968,1961,1883, 1987,1974, 19ft, 1867,1697 and 2007 fcyTheAmerlran Inatitula of ArohHeots, Ml tishi* rMarvtd. WARNING: TMs AWT Oocumorrt ts proteateti htf U.6, CopjrrigM i,atv s and Intemntlonii! Ttttoaee. UrcauttiDriieti napraduuttoft or dlstribulton ofiMs A1A® Oooumam, or any portion of It, tnfey mult In severe ottfil and cftmM penattim,end wW be s>rou«cut(Ht tathKflnasUnm MttenSposttlblG unite! Shfctaw, ThMoeumentwss produced bv A1ABofMnreat 17:26:41 on09/10/2014 /111 under Order No.7908a205e5 1 which expirat on 06/13/2018, And I* ncrtfor reasla. U If Usar Notes: (20520BO728)

Case 2:15-cv-00196-JMS-DKL Document 24--2-—Filed 10/09/15 1 Page 16 uf 65 PdyelD1#. 263'

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

112.1.6 Each Application for Payment shall be based on the moat recent ooHcdufe ofvaluas submitted fry the Cortfagotor inaceordanee withthe Conhratn-Boeumentfl. agreed schedule of values. The schedule of values shall allocate the entire Guaranteed Maximum Price among the various portions of the Work, including the Phase 2 Work, except that the Contractor's Fee shall be shown as a single separate item. Hie schedule of values shall be prepared in such form and supported by such data to substantiate its accuracy as the Architect theOwner mav require. This schedule, unless objected to by the ArohiteetrOwner, shall be used as a basis for reviewing the Contractor's ^plications for Payment.

PAGES

the Contractor's Fee Is stated as a fixed sun) in that Section, shall be an amount that bears the some ratio to that fixed-sum (fee as the Cost of the Work bears to a reasonable estimate of the probable Cost of the

. Work upon its completion; . .4 Subtract rctainegQ of percent (• %)-the retainatte specified in Exhibit B from that portion of the Work

that die Contraetor setf performs;

,7 Subtract amounts, if any, for whichtha Arehiteot has withheld or nulHfiad aCortifloate-fbr Payment ns provided in Section 9,S of AIA Dooument A20I 3007which die Owner has disputed.

§ 12.1.9 fo tailing notion on the <5ontroot<M',s Appltoationo for Poyment the Arehiteot ahall he entitled to rely on the aeeurBoycnd oompletencas of the information.fitmiohed by the Contractor end flhall not bedeomod to represent that the Arohitcot has made-it detailed examination, audit or prithmotic verification ofthedooumentatiw submitted-ift ooeordwoe with Section 12.1 A or other oupporting data; that the Architect has mode owhaustivo or oontiiiuous on 'Bite inflpoetione; at that the Arohitcot hw> made examinations to agoertnin how or for wtot purpoBesthe Gontraotor has used aroountB prwiouflly paid on aoeount of the Contraotj Such oxsminctions, audits and verifications, if required by the Own.ar.wiH ho porformadhy ihe Owner's audltorflaoting intho aolpinteirest ofthoOwner»DHLIBERATELY OMtTTEO

.3 a finnl Cartifieatefer-Pavmont has'been issued by tho .'Vrohiteakthe Owna- has reviewed and approved the final aecountrng, '

§ 12.2.2 The Owner's auditors will review and report in writing on the Contractor's final accounting within 30 days after delivery of the final accounting to the Aiwhitost Owner by the Contractor. Based upon such Cost of the Work as the Owner's auditors report to be substantiated by the Contractor's final accounting, and provided the other conditions of Section 12.2.1 have been met, the Archileot Owner will, within seven days after receipt of the written report of the Owner's auditors, either issue to tho Owner a •final Certlficato for Payment with n oopy to the Contraotorv j|s

withholdingn oertifioate as pwwided t» Section 9.5il of the AlA Posument A201 2007. The time periods stated in thin Section 12.2.2 nuporaode thcoe stated in Section M l of the At A Documcnt-AZOl 3007i The Architoot ia not wnpnmihlft for vorifymg the aoouroov of the Contractor'a final aeoountihaiOwner's reasons for withholdinu a confirmation.

§ 12.2.3 If the Owner's auditors 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 request mediation of the disputed amount without swltinfi an initio! dcoiaion pursiant to-Section 15,3 of A3Q) 3007raa3OffliLA request for mediation shall be made by the Contractor within 30 days after the Contractor's receipt of a-gepy ofthe Arehiteot-a final Certificate for Payment, the Owner's notice of Its auditors;' conclusions. Failure to request mediation within this 30-day period shall

AridKtow ami iMMIono Report for MA Document AIOJ™ - 2007 (foimtriy Mil- 18ST), CopyrisSrt® 19W. 1825.1861,1961.1963.1887.1974, 1876,1887,1997 and 2007 by The American totlbito of Archltotts. All rtflhtt f»f ervots. WARWtWG! This WA Docunwnt 14 proMetatiby U.S. Copyilaht Uaw e end fntometional TmKist. UnsuUiorixvd mpredjn/Uan ordlHMbuticn orthhi Mff OooiMmnt, «r wty portion of H, nwy rssutt In eavm civil end arimlrwil psnnKiae, tw unwvcutsd to lh» maslmum oxtent poeslble unriortno inn'. This document was produoad by AlA softy/are at 17:26:41 on OB/16/2014 undar Ordar No.780SB20SaSJ which explrw on 08/1S/S01S, and 16 not tor resale. UsarNotss; m <2052080728)

55'

Cn3ei2.1DLcvi-00190LJM3-DKL Dutument 24-2 Filed 10/09/l'5- Page l? of OD

result in the subssantiated amount reported by the Owner's auditors becoming binding on the Contractor. Pending a final resotutlon offhe disputed amount, the Owner shall pay the Contractor the ainount certified in the ArthltootH final Cwrrifioflto for Pnvroenkconfinnpd bvtheauditnrs.

5 12.2.4 The Owner's final payment to the Contractor of amounts confirmed hv the Owner's auditors shall be tnede no later than 30 days after the issuance of the Arohiteot'fl finolCcrtifiottto for Pfivnuwti or m follovwiofthe auditors' reoort. Additional amounts determined by settlement of digrotes betxveen the parlies shaii be paid within 30 davs after the tantics' settlement aEreemjait Further amounts determined to be duo and owing after arbitration shall be paid In acoQfdftTicg wilb thc oyjiKy of lh arbitrators of t|i6 flpp|| ^b) ybitrfltioii rules,

PAGE 10

Tho Arohiteot will atmoti initial Decision Maker pursuant In Section ISi of A1A Dpcumont AJOi a007> ualess lhe paxieB-ftppoint below another indivldwol. wot a party to tho AgaccmimU to serve as Initial Dgoision ivlaliWi {tfjfte puriice malmiiy ttBrm imcH ttmi HOHW, yddms of her emmet iitfbrfiMllon eftheinitkilDwisioiiMeikit1, jf othiirlkem the liivkitout) DEM^yATpLY^MITt P

Por cmy Oaini Mibjeot lo, but wot resolved by iwwliation purnuant to Section 1$ J of A1A Dtwumont A2QI-a007, tlw inaflwd of binding diamite resolutiow-shall b» oa foBowwAllolaims or disputes arising from twin connection with the Contract or perfomtance under iu ineludlii a claims and disputes over wheflter the Contract it In effect and ewforoeabte. . which are not resolved bv negotiation fand mediation If the Aerecment requires it), shall be finally resolved bv

[J- ArbitoaliftH'BUi'iMittnt to Section of AIA-Dsctuwem A301 2007XI Arbitration administered bv and In accordanqrweh theCommeroial Industry Arbitration Rulw of the American Arbitration Association in i wtasofthedafarfthe Agreement, AW arbitrationhemnasshall be held inTerre Haute. Indiana unless tha parties aaree on another location, Hie Contractor agrees that the Owner may add to the arbitration. bv joinder or consdidation, its designated Operations & Maintenance Contractor for the Project if disputes between the Owner and Contractor involve issues of fed that are common todisoutes between the Operations & Maintoianee Contractor, or resolving all of die disputes In one proceeding isreasonablv rcauired to avoid inconsistent results. Any award bv the arbitrator ] may te converted into H todement in and enforced bvanv court of ccwipetent Mgrfisliaat

f!

ARTICLE 14 TERMINATION OR SUSPEWSIOM fSEE TERMIW&TOK PROWSIOWSIH fiXHIBlT P. WHICH REPLACE Sections 14.1 and 14,2,1 g 14.1 Subject to the ptwisjon&offieoilon llvabalpw. the Contyaot may be lorminatcd by the Owner ortheContraator as provided in Artlole 14 of A1A Documwt A201-2t)07: .

§14.2 IftheOwnor temninates the Contract for cauiio nitprovided in Article 14 of A1A Dwumont A2QI 3007vtlte w»etwt, if any. to bft paid to the Contractor undopfewtiwof A1A DoguntentASfll • 3007-flhBl] not eausc the Guorawtwd Mwqmwn Prlea to beexeeedwl) wdf hftU tt onoecd an amount' calculated oo foilowo/

>4—Take tthfr'Cost ef the-WorH incurred by <he CxHitraetor to the date of twmlnationi 4,—Add the Gomraotors-Fw computed upon the Oost of the Woi'k to the-date^Ctwroinatioifi at the rate

Mated inSeotion SJfl-oc, if the Contractw'tt Feeis stated as a fined, gum b Umt Seatlowt on amount that boars flic same ratio 10 that fiHedcuni Pee as the Cost of the Worfcot the time oftennination bears to a reasonable estimate oftho probabloCoat oftho •Worit upon its oompletiont and

id—Subtract-the nsgregfetfrof previous paymentn made bytho Owner.

g 14.3 ITw Owner ahall dsopay the Gtwtfoctw fair oompenaatiWr ither by purchnao or fental at the cleotiw of the Ownwrfor any equipment owned by the ContractOi' >attho Ownorelectc to retain and that isiiot othorwitw inoludcd In

MSHiBnu and DetHtM* R«pmtfor AtA Docunwn A1W,u-loer ({B(WWty CopyrtaW ®10M, lezs. 1951, 1858,1961,1883.1B67.1S74. . 1976.18BT, 1997 BTK( 2007 by Ttw Amwlcen tmrtHuleof Atuhlucti. AH rtshto fwervw), WIMlWWa; TW* Aw* Ooeimxint to praUMstMi by U.S. CaptreigM Uw y and littsmaHMBl Vmsttec,. UnsuUtohted roprodueUonorfltoWbuasn otthl» mh" DHCument, or ariy ponltin of It, my nuiult In sovmpivll UKteriWinW

. penemKi.findttfHItitf prowcuWdtottw-'mraWmosiutrt pMQlOfcundcJUi&tott.TWodDmm«ntwa»produMiiby A^8oftwl!reel17;2B;41on09J16',20i'« -OPdsr Nfl.760B820S85_1 ttrtildi ewlWft on OtflVZOIS, and Is not' lor nnate

User Hales: 6ff. s?/ {Z0520B972B)

Case 2:15-cv-00196-JMS-DKL Document 24-2 Rtecl 10/09/15- Page 18 uf OS-PayelD U: 20^'

the Cost of the Werlt unckrB&otion 14>3,1. To the cxlont' that'the Owner oloots to toko legol nflDignmwrt of suboontroatfl end parchooo 'ordero (including rontal ogrtements the ContraptOr shall, as a condition of receiving the pa tnents

aEsjgmncnt of such subamtracts andother contractual rights of the Contractor, as the Owner may require for the purpose oftully vesting in the Owier die ri tts and benefits of the Contractor under such subcontracts or purchase tttftefthorders to ailow for efficient eomplctioo ofthe Work.

PAGE 11

jt I4.S Notwithstanding Section 14.Z the cure period for breach of contract due to Mure ofthe installed Work to perform in accordance with the Contract's Performanoa requirements, as demonstrated bv the Performance Specified in Exhibit A1 Is as stated in Eshibit A.

President Hightomtrnky; 4740 Von Kartnan Avenue- Suite 100 ISffypWt A

Email: aeofm. powet-d vne, com

Scott Plocher

flpph^CppstrMction 2808 Thole-Mocher Road

jl»Numb ; l?)731-407g . Bmail Address: siplocher olooherco.com

ARTICLE 16 ENUMERATION OF CONTRACT DOCUMENTS [MERATEI-Y QWITTgP, 1,1 § 1g.l33m Gontract Dw»ni«rt£Si>cxDept fa"Modifioflt)OHsissued-aft«r exectrtJon of Ma Agroamontt oro entmwratod in the ooctiono below-

5 16.1.1 TTie Agreonnant io tMs-cuftcuted AIA Dooumont A102 3007i Standard Fwm of Agroomont Between Owner ond-Contraetori

5 16.1.2 The OatenU Conditions are AiA-Pocumcnt-A3Q f 2007, Gwiornl Gondltlono of tho COMTOOI for' GonalruotioBi

RASE 12

$ 16,1 TheSpwificfltiona;

§ 16.1 J The Drtwingas

AdtHtlonit end Dotetkm* Rapcxt for AIA Dacurmnt *102™-2007 (fonnerty Alii-"-1»BT).CqpyriBWa 1820,19Z8,1951,1ti60,1081,1963,1867.197-1, 1976,1BB7,1887 and 2007 by ThaAmBriaen mslituta of Arclrtttate.Altriahts nwefvKi. WAnMIHBrThJi WA fioeunwntteprotMtMitty U.B. Cepyiislit Lsw a am^nlemalbmel Traattei, unoulHorteesf reurodUeljon amiEtributlon of Ihte AWi" Oocunura. or cny ptuticn k. ntB|) ntauK (nTtmcre rtvlland olmlnB) p^attita.snd will tu pn»!M)cu«tnl to (h* wcuilmmrioiitsiit pnstiStrte unSBfthf law. TMs dooamBntwas produwd by AIAaoflware at 17«e^1 on 00/16/2014 undx Ordw N«.790BdZOSaS_1 which expiroft on 9C/13/201S, unit IB nolfcr resale. UsprNbtM: . " Gtf (3QS3DB0T2B)

ffSf

Case 2:15-cv-00196-JMS-DKL Document 24-2 riled 10/09/15 Page 19 of'GO PagelP1#: 200

| IS.lJBThoAddenda, ifonyi

Portioniiof Addenda relating to bidding requirwnBnto are not paw- of the Coniwot-Dooumfenta unloos the bidding roquiromontn ore also onumorotod in thia-Artiole 16.

§ 16,1.7 Additionoj doaumonta, if ony fbmibtg purl of tha Contract Documents! .1 ALA Doaumcnt B2Q1™ 2007 Digital if completed bythopartios.ortho

foltowng*

.2 Othw doourowitfl} if ony listed below.1

ARTICLE 17 INSURANCE AND BONDS •The ContnuXor holl piirntmso and nroiHtoin iMouwmcc nnd provido toonds M m forth la Artklc 11 of ALV iw.micnt A101 aCM>7.tSw BtMbtt D. which repfacw Article ITInlte entirety

^cott ef esidm

Addition* andMlitleim.ltapoitfarAlADocunwntA102n'-20DT (ftmmeriy Alii'*- 1«r7|. Copyrl#tU© 1023,1826, IBBIJSSB.IBBI, 1803, IMT, 1674, 1978,1987,1687 and 20D7 by The Amefican Inthuta ol Arehltaoto. All itsttto iwieivMl. WARNINOt Ttib MA* Doourmnrt IB p™tooted by (J.S. Copyright Law n «nd InltmoiiDnnl TVMUW. tlruHittwrtaad rapradutUnn or dtetrttiuOonOfttila AlA Dapumvnt, or wy portion ol H, msy mtutf I* MWM* eMI und v>Mnnl fientltits, and will tw pnwocvtod to the maximum extant pektlbw unUor Uw IMV. Ttib doMjmunt w«e produced by AIA eoftwaio w 17:28:41 <m DB/1B/S2ai4 uniJa- Order No.7PD8B20fiB8u1 which «*plro!i on 06/WjJ015, end It rot for n>n1«-UMrNDtAft; (2032080726)

Case 2:15-cv-00196-JMS-E)KL--ppcti'nTeftt€4-'2 Filed 10/09/1G Page 20 of 05' PagelB #; 267

C&rtificatfon of Document's Authenticity AIA® Document D401™ - 2003

i, . hereby certify, to the best of my knowledge, information and belief, that 1 created the attached final

documertt simultaneously whh HE associated Additions and Deletions Report and this certificaticm at 17:28:41 an 09/1 &20) 4 under Order No, 7908B2O585_t from ALA Contract Documents software and that in preparing the attached final document 1 made no changes to the original text of AIA® Document A102™ - 2007, Standard Form of Agreement Between Owner andQontractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed Maximum Price, as/ iblished by the ALA in Its software, other than those additions and deletions shown In the associated Additions letii ion.

(Signed)

LJ f &*-}, mile)

(Dated)

AIA DoouiMnt D4Dfn' - 300% CopyrlgM 61682 and Z0D3 by TtiB Amertoon kietftute or Arahttectt. All r hta iworvod. WIARKIWO: ttila AIA" Dadunwill ts fey U - Copyright tUm tmd Inwmadonet Unmithortaet! reptoaucuon or<WeWbiiHon oMtih WR" fcomamonl, or imy portka) ol H, flrmy 4

HIBUK In wveHi dull una orlrrinal panelUas, tuid will) be proaecuM lo IN* msaimum extont puaBlbft' undol the t'«v. This documeid ««« prcduoed by AM tofbrara at 17:28:41 on 08^8^014 uflder Ordw No,VMBBaoi06_1 wNch ejpiraj en 08/13/2016, and Is not for msale, UwrNotM: Gff (206SOB07S8)

Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 21 of 65 PagelD #: 268

EXHIBIT A SCOPE OF WORK PROVISIONS

A-1 Protect Site A-,1.1 The Phase 1 Prolect Site Is a property leased by the Owner from the City of Terre Haute, having the address of 3200 South State Road 63, Belt Press Building (Building 18), Terre Haute, IN 47802.

A-1,2 The Phase 2 Project Site Is a property leased by the Owner from the Cfty of Terre Haute, having the address of 3200 South State Road 63, New Dewatering Building (Building 13), Terre Haute, IN 47802.

A-1,3 The Contractor has made a reasonable visual Inspection of the Phase 1 and Phase 2 Project Sites and, based on its visual Inspection, has confirmed that the Project Sites will reasonably adcommodate Its Work operations Including, without limitation, any necessary material or equipment storage.

A»2 Safety and Health Law Compliance In carrying out all erf the Work, the Contractor shall comply with all applicable local, state, or federal safety and health laws and regulations, Including OSHA as applicable. In accordance with state or federal requirements or both, the Contractor shall fomnulate and implement Its own safety program to promote safe and orderly prosecution of the Work. The Contractor shall provide the Owner with satisfactory evidence that the required safety program has been formulated and put in place before beginning Work on the Project Site. The Owner's receiving and reviewing such evidence will not relieve the Contractor from its responsibility for safety in connection with the Work.

A-3 Scope of Supply. Installation. Start-Up. Testing, and Documentation A-3.1 Supply of Equipment,

A-3.1.1 The Contractor shall deliver the following Equipment meeting the following Prescriptive and Performance Requirements, to the Owner at the Phase 1 Project Site, as follows:

CENTRIFUGES

Three (3) dewatering centrifuges meeting the requirements of Technical Specification Section 11318, Terre Haute WWTP Additions & Improvements - Phase 2, as copy of which It attached and made part of the Contract Documents.

Without limitation, the centrifuges, as Installed by the Contractor, shall be capable of meeting the Performance Requirements stated in the Dewatering Centrifuges Data Sheet, page 11318-40 of Technical Specification Sectton 11318, as demonstrated through Performance Testing conducted in accordance with Section A-3,5 below:

POLYMER FEED EQUIPMENT

Polymer feed equipment meeting the requirements of Technical Specification Seclion 11345, Terre Haute WWTP Additions & Improvements - Phase 2, as copy of which It attached and made part of the Contract Documents.

SCREW CONVEYORS AND GATES

Screw conveyors arid gates as specified in Technical Specification Section 14623, Terre Haute WWTP Additions & Improvements - Phase 2, as copy of which Is attached and made part of the Contract Documents,

INCIDENTAL MATERIALS FOR INSTALLATION OF ABOVE EQUIPMENT

The Contractor shall also supply all additional materials necessary for proper Installation of the above-listed Equipment Including, for example only, field wiring, conduit, flexible connections, anchor bolts, flow meters and pressure gauges, etc., even If they are not expressly listed in the Technical Specifications cited above,

• A-1 #2S>]3873»v6 w

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Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 22 of 65 PagelD #: 269

EXPRESS EXCLUSIONS FROM SCOPE OF WORK

Lead or asbestos abatement

Obtaining permits

A-3.1.2 The Contractor retains the risk of damage to or loss of the Equipment until the Equipment has been installed and Phase 1 completion has occurred.

A-3.2 Professional Services For TTie Temporary Equipment Location. As part of the Phase 1 Work, the Contractor shall carry out the professional engineering services defined in Section 5.2.5 of the Agreement with respect to the initial, temporary location at which the Equipment will be Installed.

A-3:3 Phase 1 Installation Work. The Contractor shall install the Equipment in an existing building in Area 18, as identified In the attached property description and diagram, In accordance with the manufacturers' recommendations and requirements, industry standards of good workmanship, and other requirements stated In the Contract Documents, so that the Equipment can be used in the temporary Area 18 location to dewater waste activated sludge, In accordance with the performance specifications stated in A-3.1. It is intended that the Equipment will be operated in the temporary location for a period of approximately nine (9) months, until the building in which the Equipment is to be permanently housed (the location of which Is identified in the attached property description and diagram) has been completed.

A-3.4, Phase 1 Start-Up Work A-3.4.1 The Contractor will conduct an orderly start-up of each individual piece of the Equipment, to ascertain that each piece of. Equipment operates in accordance with .the manufacturer's performance specifications, and then will conduct an orderly start-up of the Equipment as a whole, to demonstrate that the Equipment as a whole operates in proper coordinated fashion. Documentation of start-up shall be In accordance with the agreed Phase 1 Performance Testing protocols stated in A-3.5.

A-3.4.2 The Contactor shall give the Owner at least seven (7) business days' notice of the date on which the installation of Equipment will be completed and the Individual pieces of Equipment (and later the Equipment as a whole) will be ready for startup, so that the Owner may have its representatives, and representatives of the Owners Operations and Maintenance Contractor ("Q&M Contractor") present to observe the start-up, and to provide assistance in the start-up, under the Contractor's direction.

A-3,5 Phase 1 Performance Testing. When the Equipment installation is complete, and initial start-up has been completed, the Contractor will carry out Performance Testing in accordance with the Equipment Testing Protocols, to demonstrate that the Performance Requirements identified in Section A-3.1 have been met. The Equipment Testing Protocols Include those stated in Technical Speciflcalion Section 11318, Terre Haute WWTP Additions & Improvements - Phase 2, and the following:

A-2 6# #29138739 v6

Case 2:15-cv-00196-JMS-DKI_ Document 24-2 Filed 10/09/15 Page 23 of 65 PagelD #: 270

El

nwmMivt

0f Tetre Hfiute, Indiana VVastdwater Treaimfint f nt Additions ancllmprovemente Performance Testing ProtocQl

pr psredfor; Ptoefi r Cpnstruptlon Pumhsise Order No.: 3650 033 Alfa Laval 0r4gr No.: PQQOI i.0

Lodstloli: 0tly iof Ityiti Haute, (Nj WaatewaterTreatment PtfSnt Rdborded By; jto Dateprunedj; Alfe Laval, (up; PerW $»ivlw Bigiroer Eqljltament:1 (3| * 03^6 Deethfets and Contro) aysternB Test Date& {T<5 SieDeteTUllrWid]

ftuthored Djr PAMI Rutusellj AIKi Laval, Inc, Ptojwrt Mafttger

Dates »f T aUngi Centrtfug Sferla! Niilrt»t5;

Control Paflul Ider tiffcation Nurfiber*: Elapsed p)»»tirting Houro:

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Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 25 of 65 PagelD #: 272

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• PreflMilnwy opQnationo teste shall be wnduisbtiid uqlriB eaoh of ttta. dewaterlnfl ecmWfUjes under' tho design oomJlWrnst. The tests .sbatt pdnsbt of« mrlas of runs to ttetertttftm Ihe spprtqiiMs flownto or MSds foaelMid, JnaftliM juffllnQfe and pftlicihefdftwpflr to meet Hi* detign condilions. Tostln «f the Met Bllidge soruwntrailbn, the ?oli(is dtotnine uakit), polymer doas? rate, and esUnrsrted mlldG ca um «ni eviKiatad to datai e the Teaaineet to caAduet the (wfoimeinicelBBt. Data roopnls and abpetvations 4i(» to 1M docwrierted on Ihp fleid dot? stieet

• The contriftigD manub tUKif will use oit-Bito analytical equtpment tit AaUmate the perfortnanoe durina the system pptimtz lon.

fyrfwriCTTiwftai, * PerfomiahqertAstinB dhall be conducted &n«6eh oentrffupe An<l snail censiBt eT QM (1}, MO

how ran. Feed end potyrtter rates shall be tneattired Whna sBmpIee ofW faea sndcBlfe will b» takert, Qatfiplea will be Collected sfter the 'first 4)0 minutee Of oj reflon, ahd eaoh 3D lriraA$» later, Until the oanduEten of flie test run. isttmptes toN be collected by the centrifoge fnonufAdurer, ptoperiy ldentWedi and t)» presentsd to the CWfttrartor for Inbonitoiy anMlffils,

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• Addftonalsprngltesmmy e ike^bythe'pentrlfuae inatnrfi0!e<t»erfor on«ite analya ta determliw if any e^stmente to the ey&Mm ere requlNid. Ar chariaeB nwde to tha aytfem openatfan \ l| be cormftu'hloBtedlo the OMner'fi Staff on-handetthe linVi tile tihenges-ai* Mute;

» TH&iatnplIng protowl yAl provide f(Jur f4) samples from «aoh prooe? etream. the eventtfe <jf the results of the *amp|*e will be us^d to define the pprfcmwnce of tJw cetrtrirugee.

• The JabtH-atoiy evaluation v/flteonsfiA ofths following;

a. Feed Sludge Cohoentration; The total soAde conoentratlon ftf the sludge entering the e*<itr(fufl6,

b. (tyNptaflftJ Sludge Cancentr tiwr The tatjal solids concentratior) pf the dBWriered kludge (catte) cllseharge fremflrt cenjrKmjg/

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Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 27 of 65 PagelD #: 274

APPEMDIX

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Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 28 of 65 PagelD #: 275

A-3.6 Training. As part of the Phase 1 Work, the Contractor shall train up to twenty (20) of the O&M Contractor's employees in the operation and maintenance of the Equipment, In a training class lasting 4-8 hours, the precise length of the class depending on what is reasonably required to adequately explain operating and maintenance -procedures and requirements. In addition, the Contractor shall permit up to twenty (20) of the O&M Contractor's employees to be present on the Project Site and to observe the Contractor's start-up and performance testing phases of the Work. The Owner will promptly make the O&M Contractor's employees available for these purposes.

A-3.7 Document Deliverables - Phase 1 The Contractor shall deliver to the Owner following Phase 1 Deliverable Documents: •

A-3.7.1 All operating and maintenance manuals or other instructions and recommendations from the Equipment manufacturerjs) on operation and maintenance of the Equipment, reasonably otganized, -

A-3,7.2 A complete statement of the Equipment specifications from the Equipment manufacturers), reasonably organized,

A-3.7.3A diagram of the as-built condition of the Equipment, as installed,

A-3.7.4 The ContractoiJs engineering analysis and any plans prepared by the Contractor under Section 5.2.2 of the Agreement, as submitted to and approved by the relevant governmental code and permitting authorities,

A-3.7.5 Documentation of the required testing of individual pieces of Equipment and of the Equipment as a whole, including all required documentation of overall Equipment Performance Testing,

A-3.7.6 The Equipment manufacturers' standard commercial warranties on the Equipment,

A-3.7.7 A written report documenting the conditions applying and the results obtained during the Phase 1 Performance Testing, In accordance with the agreed written.protocols for that testing.

A-3.7.8 All of the above Document Deliverables shall be provided to the Owner before the completion of the Phase 1 Performance Test, except the written report required by A-3,7.7, which will be provided to the Owner within fourteen (14) days after completion of the Phase 1 Performance Testing.

A-3.8 Acceptance of Phase 1 Work: Failure to.Meet Performance Requirements A-3.8;1 The Owner, which has the right to observe the entlre Phase 1 Performing Testing, or any part of It, shall issue a written decision, at the conclusion of the Performance Testing, whether it agrees that the Performance Requirements have been met or not. If the Owner concurs that the Performance Requirements have been met, and the Document Deliverables. Identified in A-3.7,1 through A-3.7.7 have been delivered, the Phase 1 Work will be deemed successfully completed as of the date on which the Performance Testing was concluded, tf the Owner does not agree that the Performance Requirements have been met, it shall so inform the Contractor, In writing, and shall reasonably specify the basis for its decision. A-3.8,2 If the Equipment does not, during the required Phase 1 Perfoimance Testing, meet the Performance Requirements stated In Section A-3,1, the Contractor shall promptly adjust or modify the Equipment and repeat the Phase 1 Performance Testing until the Performance Requirements have been met. If the Performance Requirements have not been met after a reasonable number of attempts; the Contractor shall, at its election, either replace the Equipment, ne-install it and repeat the Phase 1 Performance Testing, or refund the applicable portion of the Contract Price. The Owner agrees that the remedies stated In this Subparagraph, together with payment of any agreed liquidated delay damages due to the delay iii achieving and. demonstrating compliance with the Performance Requirements, accrued through the date of completion or the date of a refund of the applicable portion of the Contract Price, are the Owner's sole remedies for failure to achieve the Performance Requirements.

A-3.8 Completion of Phase t and Hand-Over of Equipment to O&M Contractor. If the Owner concurs that the Performance Requirements have been met, in accordance with Paragraph A3-6.1, the O&M Contractor will take over operation of the Equipment on the date at which the Performance Testing is concluded, at a precise time to be agreed with the Contractor. If the Owner does not concur that the Performance Requirements have been met, and so informs the Contractor, the Contractor will continue operation of the Equipment (and Performance Testing if the

A-8 #29138739 v6 m

Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 29 of 65 PagelD #: 276

objection i$ due to failure to demonstrate compliance with the Performance Requirements) until the earlier of the date on which the objections have been resolved or the date on which the stated cure period expires. If the Owner's objections are later agreed or determined to have been unjustified, the Contractor will be entitled to an equitable adjustment of the GMP to take Into account its added costs incurred in continuing to operate and test the Equipment beyond the declaration date and In addressing the Owner's objections.

A-3.9 Phase 2 Relocation and installation Work

A-3,9.1 The Contractor Is completing a new Dewatering Building in which the Equipment will be permanently housed, under separate contract with the City of Terre Haute. The Contractor will coordinate with the Owner to determine the precise date on which the Contractor will begin removal and relocation of the Equipment to the new building, so that the Owner can minimize Equipment downtime while still accommodating the prompt shutdown and removal of the Equipment. The three centrifuges will be relocated over a period extending no more than thirty (30) days, to allow for continued partial dewatering operations during the relocation and thus accommodate the City of Terre Haute's handling and disposal of sludge. The relocation Work may be one centrifuge at a time, two at one time and one at another lime, or all three at.once, as agreed with the City. The Contractor will not be entitled to an extension of time or adjustment to the GMP if the relocation is carried out one or two centrifuges at a time, rather than all three at once, as long as the Owner permits completion of the relocation within the specified 30-day period.

A-3,9.2 The Contractor carry out the Phase 2 Equipment Relocation and Installation Work, consisting of removing the Equipment from the temporary location, transporting it to the Identified permanent location, and re-installing the Equipment.

A-3.9.3 As part of the Phase 2 Work, the Contractor will repeat the start-up process specified in Section A-3.4, giving the notices required by that Section.

A-3.9,4 As part of the Phase 2 Work, the Contractor will repeat the Performance Testing required by Section 3.5, except that the Performance Testing Period will be reduced from two weeks to one week.

A-3.6,5 The Owner will Issue a decision on whether It concurs that the Performance Requirements have been met in the Phase 2 Performance Testing in the same manner as specified for the Phase 1 Performance Testing.

A-3.6.6 The Contractor will provide a written report of the Phase 2 Performance Testing conditions and results in the same manner and within the same time period as stated above for the Phase 1 Performance Testing,

A-4 Contractor's Warranties The Contractor warrants .that the Equipment Is new and previously unused, free from defects In materials, manufacturing, and installation workmanship, and conforms to the manufacturer's published specifications for the Equipment. The warranty shall extend for a period of one year from completion of the'Phase 1 Work. If, during the warranty period, the Owner notifies the Contractor, in writing, of any defects in material, manufacturing or Installation workmanship, the Contractor shall promptly repair the defects, at Its own cost. Jf the defects are. materials or manufacturing defects, repairs are. subject to the conditions and limitations stated in the relevant Equipment manufacturer's warranty. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Wor1< not executed by the Contractor, improper or Insufficient maintenance, Improper operation, or normal wear and tear and normal usage,

A-9 #2913813? v6 OH

Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 30 of 65 PagelD #: 277

EXHIBIT B CONTRACT SUM AND PAYMENT PROVISIONS

B-1 Contract Sum Provisions l"'pp- —Jiw—I—^ W g f c l

B-1,1 The Guaranteed Maximum Price (GMP) for complete performance of all of the Work of the Contract, in accordance with the Contact terms, is $5,494,873 with a line-item breakdown (and schedule of values) as follows:

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B-1.2 The Fee (which Is Included in the GMP) Is $ 226,200. .

B-1.3 The Assumptlons Upon Which the GMP Is Based Are As Follows: B-1.3.1 The Commenceinent Date for Phase 1 Work will be no later than September 15,2014.

B-1,3.2 The Owner will give notice that the Equipment is ready for Phase 2 relocation and re-installation no later than May 31, 2015 (unless the reason for delay In Issuing this notice is delay in completing Phase 1 Work is due to the Contractor's breach of Contract or acts or omissions in connection with the Contract, or those of the Contractor's subcontractors or suppliers).

,B-1.3.3. The City will have removed its equipment and other property from the Area 18 temporary location for the Equipment by September 15, 2014 {except that the Contractor will not be entitled to an extension of time or adjustment to the GMP if the City has failed to remove Its equipment and other property due to the Contractor's unexcused failure to complete the new Dewatering Building before September 15,2014).

B-1

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Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 31 of 65 PagelD #: 278

0-1.4 The agreed schedule of values is attached as part of this Exhibit. B-1.5 The GMP EXCLUDES applicable sales tax, which the Contractor will invoice separately. The GMP EXCLUDES any overtime premiums for overtime or holiday work, ' •

B-2 Agreed Retalnaae The retainage is 10%. The Owner will release retainage held with respect to Phase 1 Work upon successful completion of the Performance Testing for Phase 1. Retainage with respect to remaining Work will be released upon, successful completion of the Performance Testing for Phase 2.

B-3 Payment for Stored Materials The Owner wifl pay for materials or equipment purchased and stored for use in the Work, but not yet incorporated, but only for reasonable amounts of materials and equipment to support the progress of the Work, and only if the materials and equipment have been delivered to the Project Site or other designated storage location approved by the Owner, properly secured there,, and the Contractor has given the Owner such reasonable evidence as the Owner requires (including UCC-1 forms, If requested), that good title, free of liens or third-party claims, will pass to the Owner upon payment.

B-4 Changes and Adlustmente of Contractor's Fee/Contract Times B-4.1 If the Owner directs, In writing, that the Work be changed, or that the conditions under which the Work Is to be performed be changed, the Contractor will be entitled to equitable adjustments to the GMP and/or the Contract Times. The Contractor will not proceed with changed Work without first Informing the Owner of the adjustments it proposes be made to the GMP and/or Contract times, and without the parties' entering Into a bilateral written Change Order, signed by both parties' Authorized Representatlvesj agreeing on the full and final Contract adjustments due to the change. B-4,2 If, at any time, the Contractor considers that the cost of Its performance of the Work, or the time within the which the Work can be completed, will be increased due to the Owner's or its agents' actions (other than an expressly directed changes), or failures to act as required by the Contract, by differing site conditions, or by events beyond either party's reasonable control, the Contractor shall notify the Owner in writing, within five business days after the action, omission, or event giving rise to the anticipated increase in cost or delay to completion, identifying the action, omission or event and documenting the actual or anticipated cost and/or time Impacts, The Contractor will be entitled to an equitable adjustment to the GMP and/or Contract Times on account of such actions; omissions, or events, if and only if the Contractor gives the required notice and provides reasonable backup and documentation of the claimed action, omission, or event and Its cost and/or time impacts. Adverse weather will not entitle the Contractor to either an extension of time or an adjustment to the GMP unless it is unusual for the Project Site taking into account the time of year during which the Work was originally scheduled to take place. Strikes will not entitle the Contractor to either an extension of time or an adjustment to the GMP unless (hey are area-wide In nature. Factors beyond the parties' reasonable control, for this purpose, do not include the inability of any subcontractor or supplier to deliver Equipment or materials required for the Work, or to carry out any Work delegated to them, due to the subcontractor's or supplier's own mismanagement, lack of ability, skill, expertise, or required staffing, or financial Incapacity. Further, the Contractor, is not entitled to adjustments to the GMP on account of delay, even if extensions of time are-granted, unless the Contractor also reasonably shows that the delay was not concurrent with Contractor-responsible delay.

B-4.2 Unless the parties agree otherwise, the Contractor's Fee on changed Worti shall be in the same percentage as the original Contractor's Fee is of the originally budgeted Cost of the Work included In the original GMP. B-S Additional Payment Application Requirements/Mechanic's Liena B-5.1 With each invoice for interim or progress payment, the Contractor shall submit a releases of claims and liens in t h e f o r m s h o w n i n E x h i b i t F - 1 , s i g n e d b y ; t h e C o n t r a c t o r a n d b y a l l s u b c o n t r a c t o r s a n d s u p p l i e r s f o r w h o s e l a b o r o r . materials any amounts due are Included in the invoice. With the Invoice for final payment, the Contractor shall submit

B-2

Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 32 of 65 PagelD #: 279

a release of claims In Hens the form attached as part of Exhibit F, signed by the Contractor and by all subcontractors and suppliers for whose labor or materials any amounts due are included in the invoice, B-5.2. With each invoice, the Contractor shall submit its signed certificatton that all amounts paid to the Contractor on the previous application for payment for Work performed or provided by subcontractors or suppliers have been paid to the appropriate subcontractors and suppliers, and that ail amounts currently sought for subcontractor or supplier Work are currently due and owing to the subcontractors and suppliers.

B-5.3 If any person places a mechanic's or construction lien on the Owner's or any person's interest in the Project Site or improvements on the Project Site, or on any construction fund, despite the Owner's having paid the Contractor In accordance with the Contract, the Contractor shall promptly remove the lien, by bonding it off or otherwise, and shaO defend, Indemnify, and hold the Owner harmless against all claims, demands, liabilities, costs or expenses, including without limitation attorneys' fees, that the Contractor incurs as a result of the lien. B-5,4 If the Owner, acting in good faith, disputes any amount Invoiced by the Contractor, the Owner shall promptly notify the Contractor of the dispute, providing a reasonable description of the nature and extent of the dispute, and specifying the. amount that is disputed. The Owner shall pay the Contractor the amount, if any, that is not disputed, within the time specified by the Contract. The Owner's refusal to make payments on amounts disputed in good faith will not entitle the Contractor to suspend Work or to terminate the Contract. Work shall continue during all such

' disputes, and a failure to continue without delay or interruption is a material breach.

B-3 m

Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 33 of 65 PagelD #: 280

EXHIBIT C CONTRACT TIMES/CONTRACT SCHEDULE

AND LIQUIDATED DELAY DAMAGES

C-1 Notice to Proceed.

C-1,1 The Owner Issued a limited notice to proceed dated August 22, 2014, authorizing the Contractor to carry out certain preliminary engineering,

C-1.2 The Owner Issued a limited notice to proceed dated September 12, 2014 authorizing the Contractor, in addition, to procure identified conveyors,

C-1.3 The limited notices to proceed are hereby superseded by the Agreement and all Work performed under the limited notice to proceed will be treated as having been performed under and governed by the Agreement. C-1.4 The Contractor is authorized to carry out all Work as of the date of the Agreement, provided that the Contractor has delivered to the Owner its signed copy of the Agreement, the required bonds, and the required evidence of insurance, C-2 Phase 1 Required Completion Date The Contractor shall complete the Phase 1 Work by December 31,2014.

C-3 Phase 2 Required Completion Date If the Owner issues a Notice to Proceed that specifies a Phase 2 Commencement Date on or before May 31, 2015, the Contractor shall complete the Phase 2 Work by August 1, 201S, . C-4 Contract Times. Contract Schedule The required completion dates for Phases 1 and 2 are collectively referred to in the Contract Documents as the "Contract Times." The Contract Schedule reflecting the Contractor's planned sequence and timing of the Work is attached as part of Exhibit C. C-5 Liquidated Delay Damages C-5,1 If the Contractor does not complete the Phase 1 Work on or before the required Phase 1 Completion Date stated above, the Contractor shall pay to the Owner, or the Owner may withhold from amounts otherwise due and owing to the Contractor, liquidated delay damages of $500 per day from the day after the Phase 1 Completion Date until the Phase 1 Worfc is completed,

C-5.2 If the Contractor does not complete the Phase 2 Work on or before the required Phase 1 Completion Date stated above, the Contractor shall pay to the Owner, or the Owner may withhold from amounts otherwise due and owing to the Contractor, liquidated delay damages of $500 per day from the day after the Phase 1 Completion Date until the Phase 1 Work is completed,

C-1 (5//,

Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 34 of 65 PagelD #: 281

EXHIBIT D INSURANCE AND BONDING REQUIREMENTS

CONTRACTOR'S INSURANCE General Requirements. The Contractor shall obtain and maintain insurance of the types, and amounts slated below. The insurance shall remain In force until completion of the Work and for such additional periods as are stated below. All insurance shall be procured from reputable insurers authorized to do business In the place in which the Project Is located, having an A.M. Best rating of no less than A-IX, and otherwise acceptable to the Owner All insurance, except any required professional liability and pollution insurance, shall be written on an "occurrence" basis and not a "claims-made" basis'. • All policies must be endorsed to reflect that they may not be canceled or materially changed by the insurer, and that the Insurer may not refuse to renew the policies, except upon sixty (60) days' written notice, by mail or courier delivery with delivery confrrmation, to the Owner's Authorized Representative. The Owner, Owner's Project Manager, and the Owner's Landlord (City of Terre Haute), their affiliates, and their respective directors, agents, employees, representatives, officers, directors, and managers shall be named as Additional Insureds on all policies, except the professional (lability insurance and workers compensation policies. Additional insured endorsement forms ISO CG 2010 and CG 20 37 - 2001 edition shall be used, except as otherwise stated below with respect to specific coverages. The policies shall Include waivers of subrogation In favor of the Owner. All of the required policies shall be primary to any applicable insurance the Owner may carry, and shall not permit or require that such other coverage contribute to the payment of any loss, Additional insureds shall also be provided the same Product Liability/Completed Operations Coverage described under the commercial general liability insurance requirements. {For Losses covered by the builder's risk property Insurance, however, the builder's risk Insurance will be primary.) The Contractor is responsible for any damage to or loss of its own vehicles or equipment, and should obtain such insurance as it deems appropriate to cover such damage or loss. The Owner is not liable for such damage or losses, and will not provide insurance to cover them. . The Contractor's liability Is not limited to the amounts covered by the required insurance. If the Contractor fails to obtain or maintain the required Insurance, the Owner has the light to treat the failure as a material breach of the Contract, and to exercise all available rights and remedies for such a breach, Including termination for default. The Contractor will not be given access to the Project Site unless and until It has provided the Owner with the required evidence that the required insurance Is in place. Delays due to a failure to obtain and maintain the required insurance or to provide evidence of insurance as required are not Excusable Delays.

Limits and Required Tarms Type of Insurance Workers' Compensation Meeting all applicable statutory requirements and

covering employees performing their duties in connection with the Work at the Project Site or away from the Project

' Site Including Alternate Employee Endorsement US$ 1,000,000 bodily injury by accident, each accident US$ 1,000,000 bodily injury by disease, each employee US$ 1,000,000 bodily injury by disease, policy limit

Employers' Liability

Commercial General Liability Including Premises-Operations, Independent Contractors, Products/Completed Operations, Personal Injury, Broad Form Property Damage, and Explosion, Collapse and Underground Coverages, and Contractual Liability, using ISO coverage form CG 00 01 (2001

D-1

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Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 35 of 65 PagelD #: 282

version) or equivalent, and having the following minimum limits: Combined Single Limit General Aggregate US$1,000,000 Products/Completed Operations Aggregate US$1,000,000 ' Each Occurrence US$1,000,000 Products/Completed Operations Coverage must be maintained for twelve (12) months from the completion of Phase 2 Work.

Professional Liability Insurance With limits of US$1,000,000 per claim and US$ 1,000,000 In Ihe annual aggregate. The Contractor must provide evidence that any retroactive date applicable to the coverage precedes the Agreement's date or the date on which the earliest of the Work covered by the Agreement was performed, and that the coverage includes an extended reporting period extending for five (5) years after the date Conomencement of Commercial Operation. Fluor must provide a certificate of insurance annually during the enlire period for which the coverage is required. Business Automobile Liability Symbol 1 (Any Auto) Including Hired and Non-Owned Autos With combined single limits of US$ 1.000,000 per accident. Owner must be named an Additional insured suing the ISO Auto Form.

Automobile Liability

$1,000,000 $1,000,000

Contractor's Pollution Liability Insurance Per Claim: Aggregate: The Contractor shall provide evidence that the retroactive date applicable to the coverage under the policy precedes the date on which any Work covered by the Contract was first performed and that continuous coverage will be maintained for a period of two (2) years from the date on which the Work under the Contract is completed. The Client will obtain and maintain Its own builder's risk insurance. The builder's risk insurance, will cover direct physical loss or damage to the Equipment, all other materials to be Incorporated Into the Temporary Facility and Permanent Facility, scaffolding, construction forms, temporary fencing, an temporary structures, caused by covered perils while the Facilities are in the course of construction; erection, or fabrication. The builder's risk insurance will also cover direct physical loss to the Temporary Facility due to covered perils during the period of interim operation, before the Equipment Is moved into the site for the Permanent Facility, during the movement of the Equipment and related materials to the site of the Permanent Facility, and during re-installation,

Builder's Risk Insurance

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start-up, commissioning, and performance testing of the . Equipment and related materials at the site of the

Permanent Facility. Earthquake losses will be covered subject to a limit of $2,500,000 per occurrence and in the annual aggregate. Flood losses will be covered subject a limit of $2,500,000 per occurrence and in the annual aggregate,

CONTRACTOR'S BONDING The Contractor shall deliver to the Owner a payment bond and performance bond, in a form acceptable to the Owner, securing the Contractor's performance of the Work in accordance with the Contract. The bonds shall be issued by a surety that is listed in the current revision of the Federal Register, Department of the Treasury, Dept. Circular 570, and that is licensed to issue surety bonds in Indiana. The penal sum of each bond shall be in the amount of the GMP, The Owner may require increases to the penal sum If substantial increases are later made to the GMP.

D-3

6 £3

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EXHIBIT E AUTHORIZED REPRESENTATIVES

AND NOTICE PROVISIONS

The Owner designates the following person to act as its Authorized Representative in connection with the Contract; Geoff Hlrson ' President Highland TH, LLC 4740 Von Karman Avenue - Ste, 100 Newport Beach, CA 92660 Office: 949-251-0620 Mobile: 949-697-308 Email: geoff@powerdyne.com .

The Contractor designates the following person to act as ils Authorized Representative in connection with the Contract: Scott Plocher, P.E. President Plocher Construction Company, Inc. 2808 Thol-Plocher Road Highland, IL 62249 Office: 618-654-9408 . Mobile: 618-654-4072 . Email: sjplocher@plocherco.com

The parties will communicate with each other routinely on Project business via in-person meetings, telephone, or email. All notices of claimed breaches of the Contract, intentions by either party to terminate it, or changes to the • Contract (whether disputed or by proposed Change Order) shall be given In a willing signed the party's Authorized Representative and delivered by hand, recognized courier with tracking and delivery confirmation, or confirmed fax, These notices shall be. delivered to the other party's Authorized Representative using the contact Information provided In this Exhibit, or updated contact information that the party's Authorized Representative has provided, in writing, after the Agreement's date. Any such notice or communication will be deemed delivered as follows: If hand-dei!vered,.on the day delivered; If sent by recognized overnight carrier, on the date on which the carrier confirms it made delivery, and if by fax, upon confirmation of successful transmission,

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EXHIBIT F ADDITIONAL PROVISIONS

F-t Indemnity F-1,1 Personal Inlurv and ProPBtlv Damage. To the fullest extent pernnitted by law the Contractor shall indemnify and hold harmless the Owner, the Owner's Landlord, and their r&spective agents and employees 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, 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 negligent, grossly negligent, reckless, or willfully wrongful acts or omissions of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for wtiose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder.

In claims against any person or entity indemnified under thisindenrinity provision by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose ads they may be liable, the indemnification obligation 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. F-1.2 Regarding the City's Contract with Contractor to SUDPIV and Install the Dewatwlno Equipment. The Equipment or portions of the Equipment to be supplied to the Owner under this Agreement were originally purchased by the Contractor for the City of Terre Haute or the City of Terre Haute Wastewater Utilities (collectively, "City"), as part of the contract between the Contractor and the City for its WWTP Additions & Improvements - Phase 2 ("City's Phase 2 Contract"), After entering into that contract, the City and the Contractor agreed that the Owner under this Contract should build and own the planned dewatering facility, rather than the City, The City and the Contractor have represented to the Owner that the City will issue a deduct change order to the Contractor, deleting the supply and installation of the dewatering Equipment from the City's Phase 2 Contract, and having the Contractor free to sell the Equipment to the Owner, and to contract with the Owner for the Instaliatioh and other Work specified in this Contract, The Owner has relied materially on these representations in entering into the Contract, Because the planned deduct change order had not been entered Into as of the Agreement's date, the Contractor agrees to defend and indemnify the Owner against any claim by the City that the Owner has torttously interfered with the City's Phase 2.Contract or that the City has any ownership interest in the Equipment. F-2 Governing Law The Contract shall be governed by and construed in accordance with the substantive laws of Indiana, disregarding any Indiana conflict of laws principles that might require application of the substantive law of another jurisdiction. The parties' arbitration agreement, however, will be governed by and enforced in accordance with the United States Arbitration Act, and not the law® of Indiana. Further, the parties have agreed that the Contract is not governed by and shall not be construed in accordance with the United Nations Convention on the International Sale of Goods. F'3 Consequential Damages Each party waives any right that it may have to recover consequential or incidental damages from the other party arising from or In connection with the Contract, or acts or omissions. In connection with performance of duties under the Contract. This provision wili not waive the Owner's right to recover any liquidated delay damages specified in the Contract F»4 Termination or Suepenslon of the Contract F-4.1 TERMINATION BY THE CONTRACTOR .

F-4.1.1 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

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persons or entities performing portions of the Work under direct or indirect contract with the Contrador, for any of the following reasons:

Issuance of an order of a court or other public authority having jurisdiction that requires all Work to be stopped;

An act of government, such as a declaration of national emergency that requires all Work to be stopped;

Because the Owner has not made payment of undisputed amounts within the time stated .3 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 of AIA Document A201-2007,

F-4.1.2 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 for the Owner's convenience, and not due to the Contractor's breach, constitute in the aggregate more than 100 percent of Uie total number of days scheduled for completion, or 120 days in any 365-day period, whichever is less. . F-4.1.3 If one of the reasons described in Paragraph F-4.1.1 or F-4.1.2 exists, the Contractor may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs Incurred by reason of such termination, and damages.

F-4.1.4 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 repeatedly 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 seven additional days' written notice to the Owner, terminate the Contract and recover from the Owner as provided in F-4.1.3.

F-4.2 TERMINATION BY THE OWNER FOR CAUSE

F-4.2.1 The Owner may terminate the Contract if the Contractor .1 materially refuses or fails to supply enough properly skilled workers or proper materials;

.2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors;

materially disregards applicable laws, statutes, ordinances, codes, rules and regulations, .3 or lawful orders of a public authority; or

.4 otherwise Is guilty of substantial breach of a provision of the Contract Documents.

F-4,2.2 When any of the above reasons exist, the Owner 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 Exclude the Contractor from, the site and take possession 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 of AIA Document A201-2007; and

.3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written 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,

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F-4,2.3 When the Owner terminates the Contract for one of the reasons stated In Section F4-2,1, the Contractor shall not be entitled to receive further payment until the Work Is finished. .

F-4.2.4 If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, Including 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 Owner, as the case may be, shall be agreed by the parties or determined by the arbitrators) as part of their award, and this obligation for payment shall survive termination of the Contract. In no case, however, shall the Owner be required to pay the Contractor an amount in excess of the GMP, after terminating the Contract for cause.

F-5 Approved Subcontractors The following Subcontractors and subcontracted scopes of Work were approved by the Owner, as of the date of the Agreement:

Freltag Mechanical Contractors

Morse Eiecfricai Contractors

Piping

Electrical Work

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CLAIM AND LIEN WAIVER (CONDITIONED ON RECEIPT OF PAYMENT)

' Owner: Prime Contractor Property: Project: Contingent only on receipt of the sum of

' Highland TH, LLC Plocher Construction Company, Inc. 3200 South State Road 63, Belt Press Building (Building 18), Terre Haute, IN 47802 Construction of Waste Activated Sludge Dewatering Facility

("Payment Amount"), the undersigned contractor waives and releases all claims of any kind it has or may have against the Owner or the City of Terre Haute Wastewater Utilities, or any other person's or entity's Interest in the Property or Construction Fund in connection with the Project, Including, without limitation, its rights to assert a claim in contract or any other theory, and a mechanic's lien, materialman's lien, or construction Hen on the interest of the Owner, the City of Terre Haute Wastewater Utilities, or any other person or entity in the Property or improvements made to the Property, with respect to labor performed and/or materials supplied in connection with improvements to the Property through relating to that labor and/or materials,

("Applicable Release Date"), except for any unpaid retalnage

As an Inducement to the Owner's making the requested payment, the undersigned represents and warrants the following: > the undersigned has not assigned any lien right against the Property to any other person or entity with respect

to labor performed and/or materials supplied through the Applicable Release Date; and > the undersigned will keep the Property free of all claims or liens of itself or third parties for labor or material or

both furnished to the undersigned for the Project through the Applicable Release Date which are in excess of the amount of unpaid retainage; and

> if any lien in excess of the unpaid retalnage amount has already been placed on the Property related to the undersigned's work on the Project through the Applicable Release Date, the undersigned will cause the lien amount to be reduced to the amount of the unpaid retalnage immediately after receiving the Payment Amount; and

> no security interest has been given or executed by the undersigned in connection with any materials or equipment placed upon or Installed on the Property or as part of the work through the Applicable Release Date.

: (Releasing Company's Name) By: Typed Name: President

STATE OF INDIANA ) )SS: J COUNTY OF

Before, me, a Notary Public, in and for said County and State, personally appeared who acknowledged the execution of the foregoing, and who, having been duly

sworn, stated that any representations therein contained are true.

. Witness my hand and Notarial Seal on the day of 20 .

Notary Public .

Printed My Commission Expires: County of Residence: _

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ASSIGNMENT AND DELEGATION OF CONSTRUCTION CONTRACT

This Assignment and Delegation of the Plocher Construction Contract references that certain AIA Construction Contract (including Exhibits A-F) entered into October 27,2014 by and between Plocher Construction Company, Inc. with an address at 2808 Thole-Plocher Road, Highland, Illinois 62249 ("Plocher") and Highland TH, LLC with an address at that time in Newport Beach, California ("Highland") for the supply, installation, start-up, commissioning, and performance testing of that certain dewatering plant located at The City of Terre Haute Wastewater Utility in Terre Haute, Indiana 47802 ("the Contract"), and is made as of December 1,2014 ("Effective Date") by and between Highland, Plocher and Overseas Lease Group, Inc. with an address at 110 East Broward Boulevard, Suite 1700, Fort Lauderdale, Florida 33301 ("OLG").

RECITALS

WHEREAS, OLG has recently acquired all of the membership interest in Highland; and

WHEREAS, pursuant to its acquisition of Highland, OLG has acquired responsibility for all contracts executed by Highland in its name, including the Contract referred

, above and therefore, OLG will become the owner of the equipment which is the subject of the Contract referred above; and

WHEREAS, OLG, Plocher and Highland desire to assign and delegate the rights and obligations under the Contract from Highland to OLG to be effective on the Effective Date.

NOW THEREFORE, for good and valuable consideration, and intending to be legally bound, OLG, Highland and Plocher agree as follows:

AGREEMENT

1. Assignment and Delegation. As of the Effective Date, Highland hereby assigns and delegates to OLG, and OLG hereby accepts all rights and obligations under the Contract relating to the dewatering facility, without limitation (the "Assignment").

2. No Further Changes. Except as contemplated hereby, the Contract shall remain in full force and effect in accordance with its original terms. Each of the parties hereto acknowledges and agrees to the Assignment without restriction or limitation. ..

3. Governing Law. This Amendment shall be governed by and interpreted under the substantive laws of the State , of Indiana.

1

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IK WITNESS WHEREOF, and intending to be legally bound, each of the parties has caused this Assignment and Delegation of the Plocher Construction Contract to be executed as of the Effective Date.

OVERSEAS LEASE GROUP, INC. PLOCHERJCON :OMP, INC.

Name: Donna Marie Zerfe. Esq. Title: Vice President/General Counsel

By:. By:. Name: Scott Procher Title: President

HIGHLAl LI ^2 By:.

Name: E. George Badcock III Title: President

2

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EXHIBIT A SCOPE OF WORK PROVISIONS

A-1 Project Site A-.1.1 The Phase 1 Prolect Site is a property leased by the Owner from the City of Terre Haute, having the address of 3200 South State Road 63, Belt Press Building (Building 18), Terre Haute, IN 47802.

A-1.2 The Phase 2 Project Site Is a property leased by the Owner from the City of Terre Haute, having the address of 3200 South State Road 63, New Dewatering Building (Building 13), Terre Haute, IN 47802.

A-1.3 The Contractor has made $ reasonable visual inspection of the Phase 1 and Phase 2 Project Sites and, based on its visual inspection, has confirmed that the Project Sites will reasonably accommodate its Work operations including, without limitation, any necessary material or equipment storage. A-2 Safety and Health Law Compliance In carrying out all of the Work, the Contractor shall comply with all applicable local, state, or federal safety and health laws and regulations, including OSHA as applicable. In accordance with state or federal requirements or both, the Contractor shall formulate and implement its own safety program to promote safe and orderly prosecution of the Work. The Contractor shall provide the Owner with satisfactory evidence that the required safety program has been formulated and put in place before beginning Work on the Project Site. The Owner's receiving and reviewing such evidence will not relieve the Contractorfirom its responsibility for safety in connection with the Work. A»3 Scope of Supply. Installation. Start-ltp. Testing, and Documentation A-3.1 Supply of Equipment,

A-3.1.1 The Contractor shall deliver the following Equipment meeting the following Prescriptive and Performance Requirements, to the Owner at the Phase 1 Project Site, as follows:

CENTRIFUGES

Three' Haute Contract Documents.

Without limitation, the centrifuges, as installed by the Contractor, shall be capable of meeting the Performance Requirements stated in the Dewatering Centrifuges Data Sheet, page 11318-40 of Technical Specification Section 11318, as demonstrated through Performance Testing conducted in accordance with Section A-3.5 below.

POLYMER FEED EQUIPMEW

Polymer feed equipment meeting the requirements of Technical Specification Sectton 11345, Terre Haute WWTP Additions & Improvements - Phase 2, as copy of which it attached and made part of the Contract Documents.

SCREW CONVEYORS AND GATES

Screw conveyors and gates as specified in Technical Specification Section 14623, Terre Haute WWTP Additions & improvements - Phase 2, as copy of which Is attached and made part of the Contract Documents.

INCIDENTAL MATERIALS FOR INSTALLATION OF ABOVE EQUIPMENT

The Contractor shall also supply all additional materials necessary for proper Installation of the above-listed Equipment including, for example only, field wiring, conduit, flexible connections, anchor bolts, flow meters

. and pressure gauges, etc., even if they are not expressly listed In the Technical Specifications cited above.

(3) dewatering centrifuges meeting the requirements of Technical Specification Section 11318, Terre WWTP Additions & Improvements - Phase 2, as copy of which it attached and made part of the

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EXPRESS EXCLUSIONS FROM SCOPE OF WORK

Lead or asbestos abatement

Obtaining permits

A-3.1,2 The Contractor retains the risk of damage to or loss of the Equipment until the Equipment has been installed and Phase 1 completion has occurred,

A-3.2 Professional Services For The Temporary Equipment Location. As part of the Phase 1 Work, the Contractor shall carry out the professional engineering services defined in Section 5.2,5 of the Agreement with respect to the initial, temporaiy location at which the Equipment will be Installed.

A-3.3 Phase 1 Installation Work. The Contractor shall install the Equipment in an existing building in Area 18, as identified in the attached property description and diagram, in accordance with the manufacturers' recommendations and requirements, industry standards of good workmanship, and other requirement stated in the Contract Documents, so that the Equipment can be used in the temporary Area 18 location to dewater waste activated sludge, In accordance with the performance specifications stated in A*3.1. It is intended that the Equipment will be operated In the temporaiy location for a period of approximately nine (9) months, until the building In which the Equipment is to be permanently housed (the location of which is Identified in the attached property descnption and diagram) has baan completed. A-3.4. Phase 1 Start-UoWork A-3.4.1 The Contractor will conduct an orderly start-up of each individual piece of the Equipment, to ascertain that each piece of Equipment operates In accordance with the manufacturer's performance specifications, and then will conduct an ordehy start-up of the Equipment as a whole, to demonstrate that the Equipment as a whole operates in proper coordinated fashion. Documentation of start-up shall be in accordance with the agreed Phase 1 Performance Testing protocols stated in A-3,5. A-3.4,2 The Contactor shall give the Owner at least seven (7) business days' notice of the date on which the installation of Equipment will be completed and the individual pieces of Equipment (and later the Equipment as a whole) will be ready for start-up, so that the Owner may have its representatives, and representatives of the Owner's Operations and Maintenance Contractor (*0&M Contractor") present to observe the start-up, and to provide assistance in the start-up, under the Contractor's direction.

A-3,5 Phase 1 Performance Testing. When the Equipment installation is complete, and Initial start-up has been completed, the Contractor will carry out Performance Testing in accordance with the Equipment Testing Protocols, to demonstrate that the Performance Requirement identified in Section A-3.1 have been met. The Equipment Testing Protocols include those stated in Technicai Specification Section 11318, Terre Haute WWTP Additions & Improvements - Phase 2, and the following:

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City of Terre Haute, Indiana Wastewater treatment Plant Additions and improvements Performance Testing Protocol ^

Prepared for: Plocher Construction Purchase Order No.: 3550-033 Alfa Laval Order No.: P000110

location: City of Terre Haute, IN; Waetewaler Treatment Plant Recorded By: [To Be DetemilnedJ; Alfa Laval, Inc. Field Service Engineer Equipment; (3) x G3-95 Decanters and Control Systems Test Dates: fTo Be Determined]

Authored by: Paul Russell; Alfa Laval, Inc. Project Manager

12/22/2014 Dates of Testing:, Centrifuge Serial Number* Control Panel Identification Number tcp-ssio

5025619-2013 5025620-2013 5025621-2013

LGP-5820 JLCP-S830

Elapsed Operatfnfl Hours: 30 29 24

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INTRODUCTION

The goal of the performance testinfl Is to verify that Ihe G3-95 devwterlng centrifuges Installed at the City of Terre Haute, IN Wastewater Treatment Plant are capable of meeting the operational and performance criteria specified in the Contract Specifications, Section 11318, Dewatering Centhfuoes.

TESTPLAM BACKGROUND

The specifics of this procedure are detveloped around the requirements of Specification Section 11318, paragraph 3.4, D.' The required sludge conditions as well as the performance requirements are defined In Section 11318, paragraph 1.6, A.

The performance acceptance test Is comprlsed of two major components;

A. System Optimization: where all of the auxiliary equipment associated with sludge dewatering and cake disposal fs synchronbsd with the centrifuges'full-scale production. In this stage, adjusting the system control variables to meet the performance objectives of cake dryness, polymer consumption and solids recovery constitute the system optimization.

B. Performance Acceptance Test: Operation of each centrifuge at uniform feed conditions With regard to flow and/or solids loading rate as defined in Specification Section 11318. The objective during this stage is to demonstrate that the centrifuges can meet the required design performance criteria over a two (2) hour run.

TEST PREPARATION

Prior to the performance testing, each centrifuge and the associated operator/starter panels are to be checked by a representative of the cenbtfuge manufacturer. The Affa Laval Startup and Cornnissloning Chookitst will serve as the record of the Installation, .mechanical and electrical checks of the system. Any defects or anomalies win be recorded in the commissioning procedure and be presented to the Engineer prior to the start of Hie Perfonnance Testing.

The centrifuge manufacturer will perform (or contract) Jar testing on the feed sludge to determine the best polymer(B) for the performance test The centrifuge manulacturer will purchase the recommended polymer for use during the performance testing.

All of the necessary upstream and downstream auxiliaries, such as the feed and polymer pumps, discharged solids conveyors, control valves and flowmeters must be in working order and of adequate capacity to accomplish the test objectives.

All ftowrate measurement Instruments in the auxiliaiy systems shall be calibrated prior to the start of the acceptance test.

Analytical tests on the process samples required to conduct the performanco test shall be conducted by a laboratory arranged by the Contractor, and approved by the Owner.

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gYSTEflTCS-fttlQ,

gy.stem Qptlrnfzal n; • Prellmlrauy operetions tests shall be conducted using each of the dewatering centrifuges under

the specified design condtlona. The tests shall consist of a series of runs to determine the appropriate flowrate or solids, loading, machine settings and polymer dosage to meet the design conditions. Testing of the Inlet sludge concentration, the solids discharge (cake), polymer doage rote, and estimated aoflds capture are evaluated to determine the readiness to conduct the performance test. Data recorded and observations are to be documented on the field data sheet

• The centrifuge manufacturer will use on-site analytical equipment to estimate the performance during the system optimteation.

PjtfwrnaneeTestlnff; • Performance testing shall be conducted on each centrifuge and shall consist of one (1), two (2)

hour run. Feed and polymer iates shall be measumd while samples of the feed and cake will be taken. Samples will be collected after the first 30 minutes of operation, and each 3D minutes later, until the conclusion of the test run. Samples will be collected by the centrifuge manufacturer, properly Identified, and be presented to the Contractor for Isboratory analysis.

• Additional samples may be taken by the centrifuge manufacturer for on-site analysis to determine If any adjustments to the system are required. Any changes made to the system operation will be communicated to the Owner's Staff on-hand at the time the changes are made.

• The sampling protocol will provide four (4) samples from each process stream. The average of the 'results, of the samples will be used to define the performance of the centrifuges.

• The laboratory evaluation will consist of the following;

a. Feed Sludge Concentration: The total solids concentration of the sludge entering the centrifuge.

b. Dewatered Sludge Concentration: The total solids concentration of the dewatered sludge (cake) discharged from the centrifuge.

• Sample and Operational data collected** during the testing should include, but not necessarily be limited to:

Date of test run Time of sample capture Sludge feed fiowrate (gpm) Sludge feed total solids (%TS) via on-site moisture balance (MB) If available Sludge feed total soDds (%TS) via lab results (LAB) Polymer active concentration (%) Polymer flow rate (gpm) Cake total solids (%TS) via on-site moisture balance (MB) if available Cake total-so lids (%TS) via lab results (LAB)

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• Operational data calculated during the testing will include;

Solide toadlno content in pounds of total solids per hour (Lbs/ht) PoVmer dosage in pounds activft polymer per ton dry solids (Lbs/dTon)

• Data collectton will also Include the Installed dam plates' radius (pond depth), operating bowl speed and differential, motor amperage draw, operating torque, polymer manufacturer and type, polymer Injection location, and other Information as requested by the Owner/Engineer.

• The original field data collection sheets shall be signed by centrifuge manufacturer and the Owner's Staff on-hand at the time, as necessary.

"Data collaction to be reoorded on Alfa Laval Data Sheet; "Performance Testing Results" (see Appendix).

DATA CALCULATIONS

Feed Solids Loading fFSU fLbB/hourl

QSxFSSx 60x8.34 FSL- where; 100

QS a Sludge Feed Flow (gpm) FSS « Sludge Feed Concentration (%)

Polvmer Dosaoe ff>D) Tibs actlve/drv ton solidsl

Polymer consumption Is defined In pounds of active polymer per dry ton of feed solids.

QP x 60 x 8.34x (PS/100) PD = , where; (FSL/2000)

QP= Polymer flow rate (gpm) PS = Polymer active concentration (%) FSL Feed Solids Loading (lbs/fir)

The polymer flow rate can be determined from the polymer system metering device or calculated by a "draw down" on the polymer container.

The data collection spreadsheets are provided In the Appendix.

TESTftSpgR-nNE At the conclusion of testing, and after all laboratory results from test sanies have been received, Alfa Laval will submit a test report for final review and acceptance by the Owner and Engineer.

Paga* oTS

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mam APPENDIX g»- AmOhi/lMt ft ttmwftHTtrtt/itn THUl

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A-3.6 Training. As part of the Phase 1 Work, the Contractor shall train up to twenty (20) of the O&M Contractor's employees in the operation and maintenance of the Equipment, l^a training class lasting 4-8 hours, the precise length of the class depending on what is reasonably required to adequately explain operating and maintenance procedures and requirements. In addition, the Contractor shall permit up to twenty (20) of the O&M Contractor's employees to be present on the Project Site and to observe the Contractor's start-up and performance testing phases of the Work. The Owner will promptiy make the O&M Contractor's employees available for these purposes.

A-3,7 Document Deliverables - Phase 1 The Contractor shall deliver to the Owner following Phase 1 Deliverable Documents:

A-3,7.1 All operating and maintenance :manua!s or other instructions and recommendations from the Equipment manufacturer(s) on operation and maintenance of the Equipment, reasonably organized, .

A-3.7.2 A complete statement of the Equipment specifications from the Equipment manufacturers), reasonably organized,

A-3,7.3 A diagram of the as-built condition of the Equipment, as installed,

A-3.7.4 The Contractor's engineering analysis and any plans prepared by the Contractor under Section 5.2.2 of the Agreement, as submitted to and approved by the relevant governmental code and permitting authorities,

A-3.7.5 Documentation of the required testing of Individual pieces of Equipment and of the Equipment as a whole, including all required documentation of overall Equipment Performance Testing,

A-3.7.6 The Equipment manufacturers' standard commercial warranties on the Equipment, .

A-3.7.7 A written report documenting the conditions applying and the results obtained during the Phase 1 Performance Testing, in accordance with the agreed written protocols for that testing.

A-3,7.8 All of the above Document Deliverables shall be provided to the Owner before the completion of the Phase 1 Performance Test, except the written report required by A-3.7.7, which will be provided to the Owner within fourteen (14) days after completion of the Phase 1 Performance Testing.

A-3.8 Acceptance of Phase 1 Work: Failure to Meet Performance Requirements A-3.8.1 The Owner, which has the right to observe the entire Phase 1 Performing Testing, or any part of it, shall issue a written decision, at the conclusion of the Performance Testing, whether it agrees that the Performance Requirements have been met or not. If the Owner concurs that the Performance Requirements have been met, and the Document Deliverables identified in A-3.7.1 through A-3.7.7 have been delivered, the Phase 1 Work will be deemed successfully completed as of the date on which the Performance Testing was concluded, If the Owner does not agree that the Performance Requirements have been met, it shall so inform the Contractor, in writing, and shall reasonably specify, the basis for its decision. ' A-3.8.2 If the Equipment does not, during the required Phase 1 Performance Testing, meet the Performance Requirements stated in Section A-3.1, the Contractor shall promptly adjust or modify the Equipment and repeat the Phase 1 Performance Testing until the Performance Requirements have been met. If the Performance Requirements have not been met after a reasonable number of attempts, the Contractor shall, at Its election, either replace the Equipment, re-install it and repeat the Phase 1 Performance Testing, or refund the applicable portion of the Contract Price. The Owner agrees that the remedies stated in this Subparagraph, together with payment of any agreed liquidated delay damages due to the delay in achieving and demonstrating compliance with the Performance Requirements, accrued through the date of completion or the date of a refund of the applicable portion of the Contract Price, are the Owner's sole remedies for failure to achieve the Performance Requirements,

A-3.8 Completion of Phase 1 and Hand-Over of Equipment to O&M Contractor. If the Owner concurs that the Performance Requirements have been met, in accordance with Paragraph A3-8.1, the O&M Contractor will take over operation of the Equipment on the date at which the Performance Testing is concluded, at a precise time to be agreed with the Contractor. If the Owner does not concur that the Performance Requirements have been met, and so informs the Contractor, the Contactor will continue operation of the Equipment (and Performance Testing If Ihe

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objection is due to failure to demonstrate compliance with the Performance Requirements) until the earlier of the date on which the objections have been resolved or the date on which the stated cure period expires. If the Owner's objections are later agreed or determined to have been unjustified, the Contractor will be entitled to an equitable adjustment of the GMP to take Into account its added costs incurred in continuing to operate and test the Equipment beyond the declaration date and in addressing the Owner's objections..

A-3.9 Phase 2 Relocation and Installation Work

A-3,9,1 The Contractor is completing a new Dewatering Building in which the Equipment will be permanently housed, under separate contract with the City of Terre Haute. The Contractor will ,coordinate, with the Owner to determine the precise date on which the Contractor will begin removal and.rQlocation of the Equipment to the new building, so that the Owner can minimize Equipment downtime white still accommodating the prompt shutdown and removal of the Equipment. The three centrifuges will be relocated over a period extending no more than thirty (30) days, to allow for continued partial dewatering operations during the relocation and thus accommodate the City of Teire Haute's handling and disposal of sludge. The relocation Work may be one centrifuge at:a time, two at one time and one at another time, or ail three at once, as agreed with the City. The Contractor will not be entitled to an extension of time or adjustment to the GMP If the relocation is carried out one or two centrifuges at a time, rather than all three at once, as long as the Owner permits completion of the relocation within the specified 30-day period,

A-3,9,2 The Contracior cany out the Phase 2 Equipment Relocation and Installation Work, consisting of removing the Equipment from the temporary location, transporting it to the Identified permanent location, and re-installing the Equipment,

A-3,9.3 As part of the Phase 2 Work, the Contractor will repeat the start-up process specified In Section A-3.4, giving the notices required by that Section.

A-3.9.4 As part of the Phase 2 Work, the Contractor will repeat the Performance Testing required by Section 3.5, except that the Performance Testing Period will be reduced from two weeks to.one week,.

A-3,6.5 The Owner will issue a decision on whether it concurs that the Perfbrmance Requirements have been met In the Phase 2 Performance Testing in the same manner as specified for the Phase 1 Performance Testing.

A-3.6,6 The Contractor will provide a written report of the Phase 2 Performance Testing conditions and results in the same manner and within the same time period as stated above for the Phase 1 Perfbrmance Testing.

A-4 Contractor's Warranties The Contractor warrants that the Equipment Is new and previously unused, free from defects in materials, manufacturing, and installation workmanship, and conforms to the manufacturer's published spedfications for the Equipment. The warranty shall extend for a period of one year from completion of the Phase 1 Work. If, during the warranty period, the Owner notifies the Contractor, in writing, of any defects in material, manufacturing or installation workmanship, the Contractor shall promptly repair the defects, at itsi own cost, If the defects are materials or manufacturing defects, repairs are subject to the conditions and limitations stated in the relevant Equipment manufacturer's warranty. The Contractor's warranty excludes remedy for damage or defect caused by abuse, alterations to the Work not executed by the Contractor, improper or insufficient maintenance, improper operation, or normal wear and tear and norma! usage.

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EXHIBIT B CONTRACT SUM AND PAYMENT PROVISIONS

B-1 Contract Sum Prpvialons B-1.1 The Guaranteed Maximum Price (GMP) for complete performance of all of the Work of the Contract, In accordance with the Contract terms, is $5,494,873 with a line-item breakdown (and schedule of values) as follows:

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B-1.2 The Fee (which is Included in the GMP) Is $290,200.

B-1.3 The Assumptions Upon Which the GMP Is Based Are As Follows:

B-1.3.1 The Coinmencement Date for Phase 1 Work will be no later than September 15,2014.

B-1,3.2 The Owner will give notice that the Equipment is ready for Phase 2 relocation and re-lnstailatlon no later than May 31,2015 (unless the reason for delay In issuing this notice is delay in completing Phase 1 Work is due to the Contrador's breach of Contract or acts or omissions in connection with the Contract, or those of the Contractor's subcontractors or suppliers).

B-1.3,3. The City will have removed its equipment and othSr property from the Area 18 temporary location for the Equipment by September 15, 2014 (except that the Contractor will not be entitled to an extension of time or

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adjustment to the GMP if the City has failed to remove its equipment and other property due to the Contractor's unexcused failure to complete the new Dawatering Building before September 15,2014).

B-1.4 The agreed schedule of values is attached as part of this Exhibit.

B-1.5 The GMP EXCLUDES applicable sales tax, which the Contractor will Invoice separately, The GMP EXCLUDES any overtime premiums for overtime or holiday work.

B-2 Agreed Retainaae The retainage Is 10%. The Owner will release retainage held1 with respect to Phase 1 Work upon successful completion of the Performance Testing for Phase 1, Retainage with respect to remaining Work will be released upon successful completion of the Performance Testing for Phase 2, . •

B"3 Payment for Stored Materials The Owner will pay for materials or equipment purchased and stored for use in the Work, but not yet Incorporated,-but only for reasonable amounts of materials and equipment to support the progress of the Work, and only If the materials and equipment have been delivered to the Project Site or other designated storage location approved by the Owner, properly secured there, and the Contractor has given the Owner such reasonable evidence as the Owner requires (including UCC-1 forms, if requested), that good title, free of liens or third-party claims, will, pass to the Owner upon payment

B-4 Changes and Adjustments of Contractor's Fee/Contract Times B-4,1 If the Owner directs, in writing, that the Work be changed, or that the conditions under which the Work is to be performed be changed, the Contractor will be entitled to equitable adjustments to the GMP and/or the Contract Times. The Contractor will not proceed with changed Work without first Informing the Owner of the adjustments it proposes be made to the GMP and/or Contract Times, and without the parties' entering into a bilateral written Change Order, signed by both parties' Authorized Representatives, agreeing on the full and final Contract adjustments due to the change.

B-4,2 If, at any time, the Contractor considers that the cost of its performance of the Work, or the time within the which the Work can be completed, win be Increased due to the Owner's or its agents' actions (other than an expressly directed changes), or failures to act as required by the Contract, by differing site conditions, or by events beyond either party's reasonable control, the Contractor shall notify the Owner In writing, within five business days after the action, omission, or event giving rise to the anticipated Increase in cost or.delay to completion, identifying the action, omission or event and documenting the actual or anticipated cost and/or time impacts. The Contractor will be entitled to ah equitable adjustment to the GMP and/or Contract Times on account of such actions, omissions, or events, if and only if the Contractor gives the required notice and provides reasonable backup and documentation of the claimed action, omission, or event and its cost and/or time impacts. Adverse weather will not entitle the Contractor to either an extension of time or an adjustment to the GMP unless it is unusual for the Project Site taking Into account the time of year during which the Work was originally scheduled to lake place, Strikes will not entitle the Contractor to either an extension of time or an adjustment to the GMP unless they are area-wide in nature. Factors beyond the parties' reasonable control, for this purpose, do not include the inability of any subconiractor or supplier to deliver Equipment or materials required for the Work, or to carry out any Work delegated to them, due to the subcontractor's or supplier's own mismanagement, lack of ability, skill, experllBe, or required staffing, or financial Incapacity. Further, the Contractor is not entitled to adjustments to the GMP on acoount of. delay, even if extensions of time are granted, unless the Contractor also reasonably shows that the delay was hot concurrent with Contractor-responsible delay, .

B-4.2 Unless the parties agree otherwise, the Contractor's Fee on changed Work shall be in the same percentage as the original Contractor's Fee is of the originally budgeted Cost of the Work included In the original GMP.

B-5 Additional Payment Aoblicatton Requirements/Mechanic's Liens B-5.1 With each invoice for interim or progress payment, the Contractor shall submit a releases of claims and liens in the form shown in Exhibit F-1, signed by the Contractor and by all subcontractors and suppliers for whose labor or

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materials any amounts due are included in the Invoice, With the invoice for final payment, the Contractor shall submit a release.of claims in Hens the form attached as part of Exhibit F, sighed by the Contractor and by all subcontractors and suppliers for whose labor or materials any amounts due are included in the invoice.

B-5.2. With each invoice, the Contractor shall submit its signed certification that all amounts paid to the Contractor on the previous application for payment for Work performed or provided by subcontractors or suppliers have been paid to the appropriate subcontractors and suppliers, and that all amounts currently sought for subcontractor or supplier Work are currently due and owing to the subcontractors and suppliers.

B-5.3 If any person places a mechanic's or construction lien on the Owner's or any person's interest In the Project Site or improvements on the Project Site, or on any construction fund, despite the Owner's having paid the Contractor in accordance with the Contract, the Contractor shall promptly remove the lien, by bonding it off or otherwise, and shall defend, indemnify, and hold the Owner harmless against all claims, demands, liabilities, costs or expenses, including without limitation attorneys' fees, that the Contractor incurs as a result of the lien.

B-5.4 If the Owner, acting in good faith, disputes any amount invoiced by the Contractor, the Owner shall promptly notify the Contractor of the dispute, providing a reasonable description of the nature and extent of the dispute, and specifying the amount that is disputed. The Owner shall pay the. Contractor the amount, if any, that Is not disputed, within the time specified by the Contract. The Owner's refusal to make payments on amount? disputed in good faith will not entitle the Contractor to suspend Work or to terminate the Contract, Work shall continue during all such disputes, and a failure to continue without delay or interruption Is a material breach.

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EXHIBIT C CONTRACT TIMES/CONTRACT SCHEDULE

AND LIQUIDATED DELAY DAMAGES

C-1 Phase 1 Notice to Proceed.

C-1.1 The Contractor is authorized to proceed with investigation of the flooring conditions in the Area 18 initial .. location in which the Equipment will be installed during Phase 1 Work, and all other engineering included in the Work, as soon as the parties have signed the Agreement.

C-1,2 The Owner will Issue a written Notice to Proceed with Phase 1 Work, and a separate Notice to Proceed with Phase 2 Work, The Commencement Date for each Phase will be stated in the Notice to Proceed.

C-1.3 The Contractor shall begin Phase 1 Work promptlyr after receiving the Notice to Proceed, provided that it has, by that time, supplied the required bonds and evidence of insurance. If it has not provided required bonds and evidence of insurance, the Contractor may not proceed, despite issuance of a Notice to Proceed, until they have been provided, and any resulting delay is inexcusable and will not entitle the Contractor to extensions of time or adjustments to the GMP or Contract Sum.

C-2 Phase 1 Required Completion Date If the Owner Issues a Notice to Proceed that specifies a Phase 1 Commencement Date on or before September 15, 2014, the Contractor shall complete the Phase 1 Work by November 26,2014,

C-3 Phase 2 Required Completion Date If the Owner issues a Notice to Proceed that specifies a Phase 2 Commencement Date on or before May 31, 2015, the Contractor shall complete the Phase 2 Work by August 1, 2015.

C4 Contract Times. Contract Schedule The required completion dates for Phases 1 and 2 are collectively referred to in the Contract Documents as the "Contract Times;" The Contract Schedule reflecting the Contractor's planned sequence and timing of the Work is attached as part of Exhibit C,

C-5 Liquidated Delay Damages C-5.1 If the Contractor does not complete the Phase 1 Work on or before the required Phase 1 Completion Date stated above, the Contractor shall pay to the Owner, or the Owner may withhold from amounts otherwise due and owing to the Contractor, liquidated delay damages of $500 per day from the day after the Phase 1 Completion Date until the Phase 1 Work is completed.

' C-5.2 If the Contractor does not complete the Phase 2 Work on or before the required Phase 1 Completion Date stated above, the Contractor shall pay to, the Owner, or the Owner may withhold from amounts otherwise due and owing to the Contractor, liquidated delay damages of $500 .per day from the day after the Phase 1 Completion Date

• until the Phase 1 Work is completed.

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EXHIBIT D INSURANCE AND BONDING REQUIREMENTS

CONTRACTOR'S INSURANCE General Raqulrements. The Contractor shall obtain and maintain insurance of the types and amounts stated below. The Insurance shall remain in farce until completion of the Work and for such additional periods as are stated below. All Insurance shall be procured from reputable Insurers authorized to do business in the place in which the Project Is located, having an A.M. Best rating of no less than A-IX, and otherwise acceptable to the Owner All insurance, except any required professional liability and pollution insurance, shall be written on an "occurrence" basis and not a "claimg-made" basis. All policies must be endorsed to reflect that they may not be canceled or materially changed by the insurer, and that the Insurer may not refuse to renew the policies, except upon sixty (60) days' written notice, by mail or courier delivery with delivery confirmation, to the Owner's Authorized Representative. The Owner, Owner's Project Manager, and the Owner's Landlord (City of Terre Haute), their affiliates, and their respective directors, agents, employees, representatives, officers, directors, and managers shall be named as Additional Insureds on all policies, except the professional liability insurance and workers compensation policies. Additional insured endorsement forms ISO CG 2010 and CG 20 37 - 2001 edition shall be used, except as otherwise stated below with respect to specific coverages. The policies shall include waivers of subrogation in favor of the Owner. ' All of the required policies shall be primary to any applicable insurance the Owner may carry, and shall not permit or require that such other coverage contribute to the payment of any loss, Additional insureds shall also be provided the same Product Liability/Completed Operations Coverage described under the commercial general liability insurance requirements, (For Losses covered by the builder's risk property insurance, however, the builder's risk insurance will be primary.) The Contractor is responsible for any damage to or loss of its own vehicles or equipment, and should obtain such insurance as it deems appropriate to cover such damage or loss. The Owner is not liable for such damage or losses, and will not provide insurance to cover them. The Contractor's liability is not limited to the amounts covered by the required Insurance. If the Contractor fails to obtain or maintain the required insurance, the Owner has the right to treat the. failure as a material breach of the Contract, and to exercise all available rights and remedies for such a breach, including terminatton for default, The Contractor will not be given access to the Project Site unless and until it has provided the Owner with the required evidence that the required Insurance Is in place, Delays due to a failure to obtain and maintain the required Insurance or to provide evidence of insurance as required are not Excusable Delays.

Limits and Required Terms Type of Insurance Workers' Compensation Meeting all. applicable statutory requirements and

covering employees performing their duties In connection with the Woii< at the Project Site or away from the Project Site Including Alternate Employee Endorsement US$ 1,000,000 bodily injury by accident, each accident US$ 1,000,000 bodily injury by disease, each employee US$ 1,000,000 bodily Injury by disease, policy limit Including Premises-Operations, Independent Contractors, Products/Completed Operations, Personal Injury, Broad Form Property Damage, and Explosion, Collapse and Underground Coverages, and Contractual Liability, using ISO coverage form CG 00 01 (2001

Employers' Liability

Commercial General Liability

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version) or equivalent, and having the following minimum limits: Combined Single Limit General Aggregate US$1,000,000 Products/Completed Operations Aggregate US$ 1,000,000 Each Occurrence USS 1,000,000 Products/Completed Operations Coverage must be. maintained for twelve (12) months from the completion of Phase 2 Work.

Professional Liability Insurance . With limits of US$1,000,000 per claim and US$ 1,000,000 in the annual aggregate. The Contractor must provide evidence that any retroactive dale applicable to the coverage precedes the Agreement's date or the date on which the earliest of the Work covered by the Agreement was performed, and that the coverage includes an extended reporting period . extending for five (5) years after the date Commencement of Commercial Operation. Fluor must provide, a certificate of insurance annually during the

. '. entire, period for which the coverage is required. Automobile Liability Business Automobile Liability Symbol 1 (Any Auto)

Including Hired and Non-Owned Autos With combined single limits of US$ 1.000,000 per accident Owner must be named an Additional Insured suing the ISO Auto Form.

Contractor's Pollution Liabiiity Insurance Per Claim: $1,000,000 Aggregate; $1,000,000 The Contractor shall provide evidence that the retroactive date applicable to the coverage under the policy precedes the date on which any Work covered by the Contract was first performed and that continuous coverage will be maintained for a period of two (2) years from the date on which the Work under the Contract is completed.

Builder's Risk Insurance In the amount of the original GMP, to cover all Work as installed' and equipment and materials intended for installation, which have been delivered to, unloaded, and stored on the Project site, The insurance shall name the Owner, Contractor, and all subcontractors and suppliers, as named Insureds and include coverage for loss of all materials deliverad to the site for installation into the Project, . This Insurance shall be on a non-reporting form. The policy shall insure all materials, equipment, machinery, appurtenances, and other property of any nature to be incorporated into the Work and tools, equipment, forms, scaffolding, and temporary structures the cost of which has been included in the GMP and Contract Sum and

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reported to the insurer for premium purposes. The Contractor shall remain liable for losses within the deductible for the builder's risk coverage to the extent that they are caused by the willtiilly wrongful acts or negligent acts or omissions of the Contractor, its subcontractors, or their respective employees or agents. The Owner will pay deductible amounts, under the. builder's risk coverage for which the Contractor is not responsible under this provisiori. . pn , 1 « A -y i

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This Insurance shall NOT cover the Contractor's or any subcontractor's vehicles, tools, or other property not a part of or destined to become a part of the Work/other than tools, equipment, forms, scaffolding, and temporary structures, the cost of which has' been included in the GMP and Contract Sum and reported to the . Insurer for premium purposes,

CONTRACTOR'S BONDING ! The Contractor shall deliver to the Owner a payment bond and performance bond, in a form acceptable to the Owner, securing the Contractor's performance of the Work in accordance with the Contract, The bonds shall be issued by a surety that is listed in the currant revision of the-Federal Register, Department of the Treasury, Dept; Circular 570, and that is licensed to issue surety bonds in Indiana, The penal sum of each bond shall be in the amount of the GMP. The Owner may require increases to the penal sum If substantial increases are later made to the GMP,

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. EXHIBIT E AUTHORIZED REPRESENTAtlVES

AND NOTICE PROVISIONS

The Owner designates the following person to act as Its Authorized Representative in connection with the Contract

George Badcock President . Overseas Lease Group, Inc. 110 East Broward Blvd, East, Suite 1700 Ft. Lauderdale, FL 33301 Office (BOO) 331-0599 . Email: Qb@0verseaslea3earoup.com

The Contractor designates the following person to act as its Authorized Representative in connection with the Contract:

Scott Plocher, RE. President Plocher Construction Company, Inc. 2808 Thol-Plocher Road Highland, IL 62249 . Office; 618-654-9408 Mobile: 618-6544072 Email: s]plocher@piocherco.com • The parties will communicate with each other routinely on Project business via in-person meetings, telephone, or email. All notices of claimed breaches of the Contract, Intentions by either party to terminate it, or changes to the Contract (whether disputed or by proposed Change Order) shall be given in a writing signed the party's Authorized Representative and delivered by hand, recognized courier with tracking aid delivery confirmation, or confirmed fax, These notices shall be delivered to the other party's Authorized Representalive using the contact information provided in this Exhibit, or updated contact information that the parly's Authorized Representative has provided, in writing, after the Agreement's date. Any such notice or communication will be deemed delivered as follows: If hand-delivered, on the day delivered; if sent by recognized overnight carrier, on the date on which the carrier confirms it made delivery, and If by fax, upon confirmation of successful transmission. •

E-l'

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EXHIBIT F ADDITIONAL PROVISIONS

'B Indemnity F-1.1 Personal ln|uiv and Pfopertv Damage. To the fullest extent permitted by law the Contractor shall Indemhtfy. and hold harmless the Owner, the Owner's Landlord, and their respective agents and employees 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, provided that such claim, damage, toss 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 extant . caused by the negligent acts or omissions of the Contractori a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party indemnified hereunder.

In claims against any person or entity Indemnified under this indemnity provision by an employee of the Contractor, a Subcontractor, anyone dineedy or indirectly employed by them or anyone for whose acts ttiey may be liable, the indemnification obligation 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,

H.2 Regarding the City's Contract with Contractor to Supply and Install the Dewaterlnq Equipment. The Equipment or portions of the Equipment to be supplied to the Owner under this Agreement were originally purchased, by the Contractor for the City of Terre Haute or the City of Terre Haute Wastewater Utilities (collectively, "City"), as part of the contract between the Contractor and the City for its WWTP Additions & Improvements - Phase 2 ("City's Phase 2 Contract"). After entering Into that contract, the City and the Contractor agreed that the Owner under this Contract should build and own the planned dewatering facility, rather than the City. The City and the Contractor have represented to the Owner that the City will issue a deduct change order, to the Contractor, deleting the supply and installation of the dewatering Equipment from the City's Phase 2 Contract, and leaving the Contractor free to sell the Equipment to the Owner, and to contract with the Owner for the installation and other Work specified in this Contract. The Owner has relied materially on these representations in entering into the Contract. Because the planned deduct change order had not been entered into as of the Agreement's date, the Contractor agrees to defend and indemnify the Owner against any claim by the City that the Owner has tortiously Interfered wilh the City's Phase 2 Contract or that the City has any ownership Interest in the Equipment. .

F-2 Governing Law The Contract shall be governed by and construed in accordance with the substantive laws of Indiana, disregarding any Indiana conflict of laws principles that might require application of the substantive law of another jurisdidton. The parties' arbitration agreement, however, will be governed by and enforced in accordance with the United States Arbitration Act, and not the laws of Indiana. Further, the parties have agreed that the Contract is not governed by and shall not be construed in accordance with the United Nations Convention on the International Sate of Goods.

F-3 Conaeauentfal Damages Each party waives any right that it may have to recover consequential or incidental damages from the other party arising from or In connection with the Contract, or acts or omissions In connection with performance of duties under the Contract. This provision will not waive the Owner's right to recover any liquidated delay damages specified In the

, Contract . F-4 Termination or Suspension of the Contract F-4.1 TERMINATION BY THE CONTRACTOR F-4.1.1 The Contractor may terminate the Contract jf 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 the Contractor, for any of the following reasons:

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.1 Issuance of an order of a court or other public authority having jurisdiction that requires all

.2 An act of government such as a declaration of national emergency that requires aH Work

Work to be stopped;

to be stopped;

,3 Because the Owner has not made payment of undisputed amounts 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 of AIA Document A201 -2007, •

F-4.1.2 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 for the Owner's convenience, and not due to the Contractor's breach, 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. .

F-4,1.3 If one of the reasons described In Paragraph F-4.1.1 or F-4.1.2 exists, the Contractor may, upon seven days' written notice to the Owner, terminate the Contract and recover from the Owner payment for Work executed, including reasonable overhead and profit, costs Incurred by reason of such termination, arid damages,

F4.1,4 if the Wori< 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 repeatedly failed to fulfill the Owner's obligations under the Contract Documents wfth respect to matters Important to the progress of the Work, the Contractor may, upon seven additional days' written notice to the Owner, terminate the Contract and recover from the Owner as provided in F4.1.3.

F-4.2 TERMINATION BY THE OWNER FOR CAUSE

F-4.2,1 The Owner may terminate the Contract if the Contractor ,1 . materially refuses or fails to supply enough properly skilled workers or proper materials;

,2 fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors;

.3 materially disregards applicable laws," statutes, ordinances, codes, rules and regulations, or lawful orders of a public authority; or

, .4 otherwise is guilty of substantial breach of a provision of the Contract Documents.

F-4.2.2 When any of the above reasons exist, the Owner 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 Exclude the Contiactor from the site and take possession 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 of AIA Document A201^-2007; and

.3 Finish the Work by whatever reasonable method the Owner may deem expedient. Upon written 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. F-4.2.3 When the Owner terminates the Contract for one of the reasons stated in Section F4-Z1, the Contractor shall rot be entitled to receive further payment until the Work is finished.

F-2

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F-4,2,4 If the unpaid balance of the Confract Sum exceeds costs of finishing the Wojk, including 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 cr Owner, as the case may be, shall be agreed by the parties or determined by the arbitrators) as part of their award, and this obligation for payment shall survive termination of the Cortract, In no case, however, shall the Owner be required to pay the Contractor an amount in excess of the GMP, after terminating the Contract for cause,

. F-5 Approve Sufrcontratfpre The following Subcontractors and subcontracted scopes of Work were approved by the Owner, as of the date of the Agreement:

Freitag Mechanical Contractors

Morse Electrical Contractors

Piping

Electrical Work

F-3

Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 64 of 65 PagelD #: 311

CLAIM AND LIEN WAIVER (CONDITIONED ON RECEIPT OF PAYMENT)

Owner: Prime Contracton

• Property: Project: Contingent only on receipt of the sum of ("Payment Amount"), the undersigned contractor waives and releases all claims of any kind it has or may have against the Owner or the City of Terre Haute Wastewater Utilities, or any other person's or entity's interest in the Property or Construction Fund In connection with the Project, Including, without limitation, its rights to assert a claim In contract or any other theory, and a mechanic's lien, materialman's lien, or construction lien on the Interest of the Owner, the City of Terre Haute Wastewater Utilities, or any other person or entity in the Property or Improvements made to the Property, with respect to labor performed and/or materials supplied in connection with improvements to the Property through relating to that labor and/or materials. As an inducement to the Owner's making the requested payment, the undersigned represents and warrants the following:

> the undersigned has not assigned any lien right against the Property to any other person or entity with respect to labor performed andfor materials supplied through the Applicable Release Date; and

> the undersigned will keep the Property free of all claims or liens of itself or third parties for labor or material or both furnished to the undersigned for the Project through the Applicable Release Date which are In excess of the amount of unpaid retainage; and

> if any lien in excess of the unpaid retainage amount has already been placed on the Property related to the undersigned's work on the Project through the Applicable Release Date, the undersigned will cause the lien amount to be reduced to the amount of the unpaid retainage immediately after receiving the Payment Amount;

Overseas Lease Group .. . Plocher Construction Company; Inc. 3200 South State Road 63, Belt Press Building (Building 18), Terre Haute, IN 47802 Construction of Waste Activated Sludge Dewatering Facility

("Applicable Release Date"), except for any unpaid retainage

and > no security Interest has been given or executed by the undersigned in connection with any materials or

equipment placed upon or installed on the Property or as part of the wort through the Applicable Release Date.

(Releasing Company's Name) By: Typed Name: President

STATE OF INDIANA ) )SS:

COUNTY OF

Before me, a Notary Public, in and for said County and State, personally appeared who acknowledged the execution of the foregoing, and who, having been duly

sworn, stated that any representations therein contained are tine.

Witness my hand and Notarial Seaton the day of 20 .

Notary Public

• Printed My Commission Expires: County of Residence: _

F4

Case 2:15-cv-00196-JMS-DKL Document 24-2 Filed 10/09/15 Page 65 of 65 PagelD #: 312

Certification of Document's Authenticity AIA® Document D401™ - 2003

I, , hereby certily, to the best of my knowledge, Moraiation and belief that I created the attached final document simultaneously with its associated Additions and Deletions Report and this certification at 08:27:04 on 01/06/2015 under Order No,. 4122825047_1 from AM Contract Documents software and that in preparing the attached final document I made no chaiigcs to the original text of AIA® Document A102™ - 2007, Standard Form of Agreement Between Owner apd Contractor where the basis of payment is the Cost of the Work Plus a Fee with a Guaranteed

v Maximum Price/as published/by .the AIA in its software, other than those additions and deletions shown in the associated Additions and Delpticms Report, ,

(Signed)

(ntie)

Wal (HH'A (Dated)

AIA Document D401w - 2003. Copyright <S 1982 end 2003 6y The American InBtltufe of Architects. All rights reaarved. WARNING: This AIA Document is protBtted by U.S. Copyright taw and International Treaties. Unauthortiad reproduction or distribution of this AIA® Document, or any portion of It, may •( result in severe civil and criminal penalties, am) will be prosecuted to the mwlmum extent p'osslMn under the law. This document wes produced by AIA software at 08:27:04 on 01/08/2015 under Order ND.4122825047J which expires on 09/14/2016, and 1$ not for reeate. User Notes: (960983114)