GENERAL MILLS

GENERAL CONDITIONS OF THE CONTRACT

FOR CONSTRUCTION/INSTALLATION

April 2020

2

GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION/INSTALLATION

April 2020 (“GENERAL CONDITIONS”)

ARTICLE 1.0 DEFINITIONS

1.01 “Addenda” means the written or graphic illustrations issued by Company through the Engineer prior to the effective date of the Purchase Order for the applicable Work which amend or otherwise modify the Contract Documents.

1.02 “Agreement” means the Master Construction Services Agreement or other Construction Services Agreement executed by Company and the Contractor (or the Purchase Order in the absence of such a formally executed Agreement document), including all documents referenced in and attached to such Agreement.

1.03 “Applicable Law” means all laws, rules, statutes, ordinances, building codes, permits, regulations, or any lawful orders of any governmental body or public or quasi-public authority having jurisdiction over the Contractor or the Project.

1.04 “Application for Payment” means the application to be submitted by Contractor in accordance with Paragraph 14.03 of these General Conditions.

1.05 “Commencement Date” means the date identified in the Agreement or the applicable Purchase Order for commencement of the Work or, if no date is specified, the date upon which Company authorizes the Contractor to commence the Work in writing.

1.06 “Company” means General Mills, Inc. or, where an affiliate of General Mills, Inc. has issued the Purchase Order for the Project or otherwise executed the Agreement, “Company” shall refer to such affiliate.

1.07 “Company’s Representative” means the person appointed by Company pursuant to Paragraph 9.01 of these General Conditions.

1.08 “Construction Activity Plan” means one or more milestone schedules prepared by Company for major portions of the Project, one or more of which may pertain to the Work.

1.09 “Construction Manager” means the entity appointed by Company to serve as Company’s construction manager for the applicable Project.

1.10 “Contract Documents” consist of the Agreement, these General Conditions, the applicable Purchase Order, Supplementary and other Conditions, Field Change Orders, Drawings, Specifications, Addenda, Modifications, and other documents listed in or incorporated into the Agreement and applicable Purchase Order. Unless specifically enumerated in the Agreement, the Contract Documents do not include other documents such as bidding requirements, advertisements or invitations to bid, instructions to bidders, sample forms, the Contractor’s bid, or portions of Addenda relating to bidding requirements.

1.11 “Contract Sum” means the amount specified as the Contract Sum in the Agreement and the applicable Purchase Order.

1.12 “Contract Time” means the time allowed for Substantial Completion of the Work, as identified in the Agreement and the applicable Purchase Order.

1.13 “Contractor” means the person or entity identified in the Agreement as the Contractor, and includes the Contractor’s officers, directors, shareholders, agents, employees, heirs, administrators, executors, partners, successors and assigns, as the case may be. For the purposes of indemnification under Section 5.08 of these General Conditions, the term Contractor shall include Subcontractors, Sub-subcontractors, Suppliers, or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable.

1.14 “Contractor’s Schedule” means the critical path method schedule prepared by Contractor showing completion dates for major components of the Work and delivery dates for major Materials and equipment, and such other scheduling information which may be needed to show that Work will be completed on a schedule which is consistent with the Contract Time.

1.15 “Day” means a calendar day unless specified otherwise.

1.16 “Drawings” means the most recent version (if more than one version) of illustrations of the character and scope of the Work to be performed, which are prepared or approved by the Engineer and referred to in the Contract Documents.

1.17 “Engineer” means the engineer or design professional who is retained by Company to serve as the designer or engineer of record for the Work.

1.18 “Field Change Order” means a written instrument issued by Company to Contractor after the execution of this Contract ordering (1) a change in the Work, (2) an adjustment in the Contract Sum, or (3) an adjustment in the Contract Time.

1.19 “Final Completion” means when Contractor has fully and satisfactorily performed all the Work and other obligations required under the Contract Documents, including without limitation the items on the Punch List.

1.20 “Final Payment” means the final payment to Contractor upon Final Completion.

1.21 “Hazardous Materials” means any materials for which the storage, transport, use, or disposal are regulated by federal, state, local, or provincial environmental laws, regulations, and rules.

1.22 “Liens” means a mechanic’s lien, security interest, or other encumbrance against Company’s property.

3

1.23 “Material” means material(s) and/or equipment used for or used in the performance of the Work.

1.24 “Modification” means, (1) a written amendment to the Agreement signed by both Company and Contractor, or (2) a Field Change Order.

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

1.26 “Project” means the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by Company or by separate contractors. The Project is identified in the applicable Purchase Order.

1.27 “Project Manager” means Company’s internal designee as the Company employee responsible for the Project.

1.28 “Purchase Order” means the purchase order, bid acceptance letter, or other issuing document issued by Company that sets forth the Project-specific details of each Project, including the requirements of the Work, the Site, Contract Time, and Contract Sum for the applicable Project.

1.29 “Punch List” means the list to be prepared by Contractor upon Substantial Completion, for review and approval by Company, Construction Manager, and Engineer, showing in detail all items of the Work to be completed and corrected by the Contractor as part of achieving Final Completion.

1.30 “Retainage” means the amount withheld from payment by Company, which amount will be the lower of (1) ten percent (10%) or (2) the maximum amount allowed by Applicable Law.

1.31 “Samples” are physical examples which illustrate Materials, equipment and workmanship and establish standards by which the Work will be judged.

1.32 “Schedule of Values” means the detailed breakdown of the Contract Sum required to be prepared by Contractor under Paragraph 14.02 hereof.

1.33 “Shop Drawings” are drawings, diagrams, schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate Materials or equipment for some portion of the Work.

1.34 “Site” means the property identified in the applicable Purchase Order.

1.35 “Specifications” means the most recent version (if more than one version) of portions of the Contract Documents which consist of written technical data, including without limitation, description of Materials, equipment, construction systems, standards and workmanship as applied to the Work and measurements and administrative details applicable thereto.

1.36 “Subcontractor” is a person or entity, including without limitation a Supplier, who has a direct contract with the Contractor to perform a portion of the Work at the Site. The term “Subcontractor” does not include a separate contractor or subcontractors of a separate contractor.

1.37 “Sub-subcontractor” is a person or entity, including without limitation a Supplier, who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the Site.

1.38 “Submittals” means the Shop Drawings, Product Data, Samples, and similar submittals which are required or permitted under the Contract Documents to be submitted to Company, Construction Manager, or Engineer for review and, as the case may be, approval.

1.39 “Substantial Completion” or “Substantially Complete” means when the Work has been completed in accordance with the Contract Documents (except for minor incomplete items that are enumerated on the Punch List) to the extent required for Company to occupy and use the Work for its intended purpose, which shall include without limitation, (a) the Work has been completed to the extent required to obtain a certificate of occupancy and all other permits and certificates legally required for the operation of the Work and such permits and certificates have in fact been granted by the appropriate authorities for all such Work, (b) to the extent there are any, all elevators included in the Work are functioning in accordance with the requirements contained in the Contract Documents and are legally capable of being operated and carrying persons and property within the Project, (c) all heating, ventilating and air conditioning systems included in the Work are functioning in accordance with the requirements contained in the Contract Documents, (d) all life-safety systems included in the Work are functioning in accordance with the requirements contained in the Contract Documents, (e) all processing and other equipment which is part of the Work is properly installed, in working order, tested, and approved, and (f) all areas of the Work are ready to receive furniture, fixtures, processing equipment, and other equipment which are not included in the Work.

1.40 “Supplementary Conditions” are Project-specific modifications to the Contract Documents.

1.41 “Supplier” means a person or entity which supplies Materials and/or equipment for the Project.

1.42 “Work” means all construction and related services that Contractor is required to provide under the Contract Documents, and includes all other labor, Materials, equipment, supervision, and services provided or to be provided by the Contractor to fulfill the Contractor’s obligations under the Contract Documents. The Work may constitute the whole or a part of the Project.

ARTICLE 2.0 PRELIMINARY MATTERS

2.01 DELIVERY OF BONDS AND INSURANCE

A. Upon the issuance of the applicable Purchase Order by Company, Contractor shall deliver the bonds, if any, required by the Purchase Order or other Contract Documents.

4

B. Prior to the commencement of Work under the applicable Purchase Order, Contractor shall deliver to Company the certificates of insurance required under Subparagraph 5.02(C) hereof.

C. Contractor represents and warrants that the insurance required hereunder and described in the certificates of insurance is in force prior to the commencement of any Work, and Contractor agrees to give Company or to cause its insurer to give Company written notice at least thirty (30) Days prior to the modification, non-renewal or cancellation of such insurance for any reason. Contractor further agrees that it will not commence any Work without said insurance. The failure of Company to obtain proof of required bonds and insurance shall not constitute a waiver of such requirements.

2.02 PRE-CONSTRUCTION MATTERS

A. Contractor, prior to commencing the Work, shall carefully study and compare the Contract Documents and Company-furnished information, and shall at once report in writing to Company any error, inconsistency, omission, or ambiguity, or any variance from Applicable Law which Contractor may discover. The obligations of Contractor in this Paragraph shall apply to all changes in the Contract Documents occurring after commencement of the Work.

B. The Contractor shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions and other information known to the Contractor with the Contract Documents before commencing activities. Errors, inconsistencies, or omissions in the Contract Documents that are discovered by Contractor shall be promptly reported to Company.

C. Prior to commencing the Work, Contractor shall submit to Company for approval a proposed Contractor’s Schedule as required by Paragraph 6.04 of these General Conditions.

D. Prior to commencing the Work, or such other time as Company may require, Contractor shall submit to Company for approval the Schedule of Values for the Work in accordance with Paragraph 14.02 of these General Conditions.

ARTICLE 3.0 CONTRACT DOCUMENTS, INTENT, AMENDMENTS, OWNERSHIP

3.01 COMMENCEMENT OF WORK

A. Through Contractor’s acceptance of the Agreement and each applicable Purchase Order and commencement of the Work, the Contractor represents and warrants to Company as follows:

1. It has thoroughly examined all documents pertaining to the Work, the Project and the Site, including without limitation the Drawings and Specifications;

2. It has visited the Site, become familiar with local conditions under which the Work is to be performed, including without limitation, (i) the accessibility to and from the Site, (ii) the nature and scope of the Work to be performed on the Site, (iii) the condition of the soil (at the surface and underground at every level relevant to the Work) based on the foundation and underground investigation and other soil tests with which Contractor has been furnished and all other information which Contractor deemed relevant to its assessment of the condition of the soil, (iv) the character of the equipment and facilities needed preliminarily to and during the entire prosecution of the Work, (v) the general and local conditions under which the Work is to be performed, including without limitation natural conditions as well as labor and other conditions, (vi) any existing structures on the Site, and (vii) construction hazards;

3. It is fully aware of the critical time restrictions for performance of the Work;

4. It is a competent contractor who possesses a high level of experience and expertise in the business administration, construction, and supervision of projects of the size, complexity and nature of the Project, and that Contractor will perform the Work with the care, skill and diligence of such a contractor;

5. It is authorized to do business in the jurisdiction in which the Project is located, and has all necessary licenses to perform the Work as may be required by any governmental or quasi-governmental authority; and

6. It is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under the Contract Documents.

3.02 CORRELATION AND INTENT

A. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor. The Contract Documents are complementary, and what is required by one shall be as binding as if required by all. The Contractor shall perform all the Work by the Contract Documents and reasonably inferable from them, unless expressly stated otherwise in the Contract Documents.

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

C. Unless otherwise stated in the Contract Documents, words which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings.

3.03 AMENDMENTS. The Contract Documents comprise the entire agreement between Company and Contractor for the Work and may be modified only by a written amendment signed by both parties, or a Field Change Order in accordance with Article 10.0 hereof.

5

3.04 OWNERSHIP AND USE OF CONTRACT DOCUMENTS. All Drawings and Specifications and any copies thereof furnished by Company or the Engineer (as the case may be) to the Contractor are and shall remain the property of Company. All copies of them shall be returned or suitably accounted for to Company, upon completion of the Work. The Contractor, Subcontractors and Sub-subcontractors are granted a limited license to copy applicable portions of the Drawings and Specifications as needed to prosecute the Work.

ARTICLE 4.0 AVAILABILITY OF LAND, PHYSICAL CONDITIONS, REFERENCE POINTS

4.01 AVAILABILITY OF LANDS. Company shall furnish all land upon which the Work will be performed. Company shall secure and pay for necessary easements, if any, required for prosecution of Work on the Site.

4.02 SUBSURFACE AND CONCEALED CONDITIONS. Except as otherwise expressly provided in the Contract Documents, Contractor shall be responsible for subsurface and latent conditions at the Site. Contractor shall promptly notify Company in writing of any subsurface or latent physical condition(s) at the Site or in existing structures which differ from the conditions referred to in the Contract Documents. If subsurface or latent physical conditions at the Site differ substantially from those referred to in the Contract Documents, and could not reasonably have been anticipated by Contractor in connection with Contractor’s review of conditions at the Site as required by the Contract Documents, the Contract Documents will be amended accordingly.

4.03 REFERENCE POINTS. Contractor shall lay out the Work and preserve established reference points. Contractor shall not change or relocate any established point without the prior written approval of Company. Contractor shall promptly report to Company any reference point which is lost, destroyed or requires relocation due to required changes in grades or locations. Contractor shall pay the cost of replacement or relocation of such reference points which shall be completed by qualified personnel acceptable to Company.

ARTICLE 5.0 BONDS AND INSURANCE

5.01 PERFORMANCE BOND AND PAYMENT BOND

A. If requested by Company, Contractor shall accompany its bid for the Work with a bid security equal to five percent (5%) of the amount of such bid, payable to Company by certified check or bid bond from a surety licensed in the state of the applicable Project, guaranteeing that the Contractor will, within five (5) Days after receipt of notice that the Contractor has been awarded the Work identified in the applicable Purchase Order (“Acceptance Period”), accept the applicable Purchase Order and fulfill its obligations under the Contract Documents. If Contractor fails to accept the applicable Purchase Order within the Acceptance Period, Company shall have the right to draw on the certified check or bid bond securing the bid.

B. Company shall have the right to require the Contractor or Subcontractors to furnish payment and performance bonds covering the payment and performance obligations under the Contract Documents. To the extent any such bonds are required in the Contract Documents, appropriate evidence of the cost of such bonds shall be furnished to Company. The cost of the bonds shall not be included in the Contract Sum. In no event shall Contractor be entitled to a fee or an allowance for overhead and profit for the costs of bonds required by the Contract Documents.

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

D. All required bonds shall name Company as obligee and shall be issued by a surety satisfactory to Company. All performance bonds shall cover liquidated damages, if any, set forth in the applicable Purchase Order. If at any time a surety on any required bond is declared bankrupt or loses its right to do business in the state in which the Project is located, Contractor shall promptly provide a satisfactory substitute bond.

E. The following terms shall be included in a rider to all required bonds:

1. Surety hereby agrees that it consents to and waives notice of any addition, alteration, omission, change, or other modification of the Contract Documents (including any subcontract) which, singularly or in the aggregate, does not exceed fifteen percent (15%) of the Contract Sum but, except as to the foregoing, any addition, alteration, change extension of time, or other Modification, or any forbearance on the part of either the Company or Contractor to the other, shall not release Surety of its obligations hereunder, notice to Surety of such matters being hereby waives.

2. Surety further agrees that in the event of any default by Company in the performance of Company’s obligations to Contractor under the Contract Documents, Contractor or Surety shall cause written notice of such default specifying said default in detail (“Notice of Default”) to be given to Company, and Company shall have thirty (30) Days from time after receipt of such notice within which to cure such default, or such additional reasonable period of time as may be required if the nature of such default is such that it cannot be cured within thirty (30) Days. Such Notice of Default shall be sent by certified or registered U.S. Mail (or equivalent outside the U.S.), return receipt requested, first class postage paid.

5.02 CONTRACTOR’S LIABILITY INSURANCE

A. The Contractor shall purchase from and maintain in a company or companies lawfully authorized to do business in the jurisdiction in which the Project is located such insurance as will protect the Contractor, and Company as an additional insured by endorsement, except for worker’s compensation insurance, from claims set forth below which may arise out of or result from the Contractor’s operations under the Contract Documents and for which the Contractor may be legally liable, whether such operations be by the Contractor or by a Subcontractor or by anyone directly or indirectly employed by any of them, or by anyone for whose acts any of them may be liable:

6

1. Worker’s Compensation insurance in accordance with all laws and occupational disease insurance for all Contractor’s employees engaged in the Work in any manner with Employer’s Liability limits of not less than US$1,000,000 per incident. Such insurance shall insure against claims under workers’ compensation, disability benefit and other similar employee benefit acts which are applicable to the Work to be performed claims for damages because of bodily injury occupational sickness or disease, or death of the Contractor’s employees;

2. Commercial general liability (including the so-called “Broad Form” endorsement) insurance, on an occurrence basis with limits for injury, death and/or loss of or damage to property of not less than US$5,000,000 combined single limit, unless another amount is approved in writing by Company. Such general liability insurance shall insure against claims for personal injury, death and claims for damages due to injury or to destruction of property.

3. Broad form contractual liability insurance which insures against claims involving contractual liability insurance applicable to the Contractor’s obligations under Paragraph 5.08 of these General Conditions or elsewhere in the Contract Documents, in the amounts required in Subparagraph 5.02(A)(2);

4. Contractor’s protective liability insurance in the amounts required in Subparagraph 5.02(A)(2);

5. Explosion, collapse and damage to underground utilities insurance in the amount set forth in Subparagraph 5.02(A)(2);

6. Automobile/equipment liability insurance insuring against injury, death and/or damage to or loss of property in the amount of US$1,000,000 combined single limit covering all vehicles used in furtherance of the Work, whether owned, leased, rented, or hired;

7. Professional liability insurance with limits of at least $2,000,000 per occurrence if the Work includes providing engineering or construction management services. Contractor may satisfy this requirement by hiring a sub-consultant who obtains a professional liability policy that meets the requirements of this Paragraph 5.02(A)(7).

8. Additional insurance as required by the Supplementary Conditions, if any.

B. The insurance required by Subparagraph 5.02(A) shall be written for not less than limits of liability specified in the Contract Documents or required by law, whichever coverage is greater. Coverage shall be maintained without interruption from the Date of Commencement of the Work and for a period of at least four years after Final Completion. All insurance required of Contractor shall be through companies acceptable to Company.

C. Certificates of insurance acceptable to Company shall be filed with Company prior to commencement of the Work. If the standard certificates of insurance issued by the insurer do not adequately disclose the information regarding the insurance requirements set forth herein, Contractor shall provide Company with copies of actual insurance policies or, in lieu thereof, riders or endorsement to the certificates of insurance which clearly indicate the specific coverage (including the contractual liability for the Contractor’s obligations under Subparagraph 5.02(A)(3)). Contractor shall not allow the insurance required under the Contract Documents to lapse, be canceled, reduced in limits or coverage, non-renewed, or materially changed or have restrictive modifications added during the time period under Subparagraph 5.02(B). If any of the foregoing insurance coverage is required to remain in force after Final Payment, an additional certificate evidencing continuation of such coverage shall be submitted with the final Application for Payment as required by Subparagraph 14.08(B). Contractor shall promptly notify Company of any known or suspected information concerning reduction of coverage. The obligations of the Contractor to provide insurance shall not be waived by Company’s failure to request evidence of insurance or to enforce any of the provisions of this Paragraph 5.02, nor by Company’s failure to object to any submissions by the Contractor respecting insurance.

D. If the Contractor fails to purchase or maintain any of the bonds or insurance coverage specified in the Contract Documents, Company may (but shall not be obligated to) purchase such bonds or insurance on the Contractor’s behalf and shall be entitled to be reimbursed for any premiums paid. Contractor shall be liable to Company for all damages incurred by Company as a result of Contractor’s failure to carry the required insurance.

E. Not less than thirty (30) Days prior to the expiration or renewal date of any of Contractor’s insurance policies, Contractor shall supply Company with updated replacement certificates of insurance and mandatory riders or endorsements that clearly evidence the continuation of all coverage in the same manner, limits of protection and scope of coverage, as was provided by the certificates of insurance and any mandatory riders or endorsements originally supplied.

F. The minimum insurance coverage required hereunder shall not limit the amount of Contractor’s liability under the Contract Documents.

G. In the event that any specific insurance required under Section 5.02(A) is not available in a jurisdiction outside the U.S. where the Project is located, Contractor shall in its place obtain comparable, locally available insurance sufficient to cover the same risks. The balance of this Section 5.02 shall continue to apply in such cases.

5.03 PROPERTY INSURANCE. Unless otherwise provided, Company shall purchase and maintain property insurance written on a builder’s risk “all-risks” completed value or equivalent policy form insuring the Work in the amount of its full insurable value. The insurance shall include the interests of Company and Contractor, except that such insurance shall not include (1) Contractor’s or any Subcontractor’s equipment, Material, or property, or (2) Materials which are to be part of the Work but which are not yet properly stored on the Site. Contractor shall maintain property insurance on any Materials provided by Contractor while such Materials are in transit in the full amount of their insurable value.

5.04 WAIVER OF SUBROGATION. Company and Contractor waive all rights against (1) each other and any of their Subcontractors, Sub-subcontractors, agents and employees, each of the other, and (2) the Engineer, Construction Manager, either of their consultants, separate

7

contractors described in Article 7.0 if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, for damages caused by fire or other perils to the extent covered by property insurance obtained pursuant to Paragraph 5.03. Owner or Contractor, as appropriate, shall require of the Construction Manager, Engineer, separate contractors described in Article 7.0, if any, and the subcontractors, sub-subcontractors, agents and employees of any of them, by appropriate agreements, written where legally required for validity, similar waivers each in favor of other parties enumerated herein. The policies shall provide such waivers of subrogation by endorsement or otherwise. A waiver of subrogation shall be effective as to a person or entity even though that person or entity would otherwise have a duty of indemnification, contractual or otherwise, did not pay the insurance premium directly or indirectly, and whether or not the person or entity had an insurable interest in the property damaged.

5.05 PAYMENT OF PROPERTY INSURANCE CLAIMS. A loss insured under Company’s property insurance shall be payable to Company, to be allocated among insureds as their interests may appear. The Contractor shall pay Subcontractors their just shares of insurance proceeds received by the Contractor, and appropriate agreements, written where legally required for validity, shall require Subcontractors to make payments to their Sub-subcontractors in similar manner. Any objection to Company’s distribution of insurance proceeds shall be considered a Claim, to be resolved in accordance with Article 16.0 hereof. If after such loss no other special agreement is made, replacement of damaged property shall be covered by appropriate Field Change Order.

5.06 AUTHORITY TO SETTLE CLAIMS. Company shall have power to adjust and settle a loss with insurers, in Company’s sole discretion. Such power shall not be subject to a Claim by Contractor, provided that any objection to the distribution of proceeds from a property insurance shall be considered a Claim, to be resolved in accordance with Article 16.0 hereof.

5.07 PARTIAL OCCUPANCY. Partial occupancy or use in accordance with Paragraph 14.07 shall not commence until the insurance company or companies providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. Company and the Contractor shall take reasonable steps to obtain consent of the insurance company or companies and shall, without mutual written consent, take no action with respect to partial occupancy or use that would cause cancellation, lapse or reduction of insurance.

5.08 INDEMNIFICATION

A. As used in these General Conditions, “Indemnitees” shall mean Company and its subsidiaries and divisions, Construction Manager, Engineer, and all of their respective partners, trustees, beneficiaries, directors, officers, shareholders, consultants, agents, employees and anyone else acting for or on behalf of any of them in connection with the Project.

B. To the fullest extent permitted by Applicable Law, Contractor shall indemnify, defend (with attorneys reasonably acceptable to Company), protect, and hold harmless the Indemnitees from and against claims, damages, losses, penalties and expenses, including without limitation, attorney’s and consultant’s fees and dispute resolution expenses (“Indemnifiable Claims”), arising out of or resulting from performance of the Work or the acts or omissions of the Contractor, to the extent such Indemnifiable Claims are caused by Contractor. The Contractor shall indemnify and hold harmless Company against any mechanics’ Liens by Subcontractors, Sub-subcontractors or Material Suppliers and against any assertion of security interests by Suppliers of goods and Materials. Such obligation shall not extend to Indemnifiable Claims to the extent they result from the negligence or willful misconduct of the Indemnitees.

C. To the fullest extent permitted by Applicable Law, Contractor hereby irrevocably releases and irrevocably agrees to indemnify, defend (with attorneys reasonably acceptable to Company), and hold harmless the Indemnitees from any and all Indemnifiable Claims, both for personal injury, death, property damage and any other type of Indemnifiable Claim resulting from or arising out of Contractor’s use, operation, maintenance, or installation of any equipment or any other tools supplied by Company at the request of Contractor, including, without limitation, hand tools, hoists, cranes, scaffolds, lights and any other type of apparatus, facilities or services, for the purposes of this Subparagraph 5.08(C) referred to collectively as “equipment” and “tools,” or the installation, use, condition, operation, or maintenance by any person of such equipment or tools, which the Indemnitees may loan, furnish, provide, install, operate, maintain or otherwise make available, directly or indirectly, for the use by or on behalf of Contractor, including its Subcontractors and Suppliers of any tier, and Contractor’s and such Subcontractor’s and Supplier’s agents, suppliers, subcontractors, employees, officers, and any other persons for whose acts any of the foregoing may be directly or indirectly liable.

D. In Indemnifiable Claims against any of the Indemnitees by an employee of the Contractor, a Subcontractor, anyone directly or indirectly employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Paragraph 5.08 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’ or workmen’s compensation acts, disability benefit acts or other employee benefit acts.

E. Provided that Company has fulfilled its payment obligations under the Contract Documents, the Contractor shall defend (with attorneys reasonably acceptable to Company) and indemnify the Indemnitees and any of Company’s lenders and title companies from all loss, liability, damage, or expense, including reasonable attorneys’ fees and litigation expenses, arising out of any Lien or other claim for payment by any Subcontractor or Supplier of any tier. Upon receipt of notice of a Lien or other claim for payment, Company will notify the Contractor. Upon request of Company, the Contractor shall, within thirty (30) Days, remove any Liens filed against Company or its property. Contractor may substitute a surety bond for the property against which the Lien or other claim for payment has been asserted. If Contractor fails to remove the Lien, Company is authorized by the Contractor to remove or satisfy any such Liens and the Contractor shall pay to Company all costs and damages incurred by Company to do so, including attorneys’ fees.

F. To the fullest extent permitted by Applicable Law, Contractor hereby waives any rights Contractor may have, including, without limitation, statutory rights, which operate to limit Contractor’s liability for indemnification and/or contribution under the indemnification provisions of this Article 5.08.

8

5.09 SUBCONTRACTOR’S INSURANCE

A. Contractor shall cause its Subcontractors and Sub-subcontractors to comply with the insurance provisions of Article 5.02 and to name Company as an additional insured by endorsement. Prior to any Work being commenced by any Subcontractor(s) or Sub-subcontractors, Contractor shall deliver to Company certificates of insurance evidencing that all required insurance is in force.

B. Contractor agrees to indemnify, defend (with attorneys reasonably acceptable to Company) and hold Company harmless from all claims, damages, suits, judgments, losses, costs and expenses, including counsel fees, which arise out of or result from Subcontractor’s or Sub-subcontractor’s noncompliance with the provisions of this Article 5.09.

ARTICLE 6.0 RIGHTS AND RESPONSIBILITIES OF CONTRACTOR

6.01 SUPERVISION AND CONSTRUCTION PROCEDURES

A. The Contractor shall supervise, direct and perform the Work, using the Contractor’s best skill and attention, and consistent with the care and skill of a contractor with the expertise which Contractor has represented to possess in Subparagraph 3.01(A)(4) hereof. The Contractor shall be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the Work under the Contract Documents.

B. The Contractor shall be responsible to Company for acts and omissions of the Contractor’s employees, Subcontractors and their agents and employees, and other persons performing portions of the Work under a contract with, or on behalf of, the Contractor.

C. The Contractor shall not be relieved of obligations to perform the Work in accordance with the Contract Documents by tests, inspections or approvals of any portion of the Work required or performed by persons other than the Contractor, including without limitation, Company, Construction Manager, Engineer and governmental authorities.

D. The Contractor shall be responsible for inspection of portions of Work already performed under the Contract Documents to determine that such portions are in proper condition to receive subsequent Work or work by separate contractors.

6.02 CONTRACTOR REPRESENTATIVE. The Contractor shall employ a competent representative and necessary assistants who shall be in full-time attendance at the Site during performance of the Work. The representative shall be satisfactory to Company, and the Contractor shall not replace the representative without the prior written consent of Company. The representative shall represent the Contractor, and communications given to the representative shall be as binding as if given to the Contractor. Important communications shall be confirmed in writing. Other communications shall be similarly confirmed on written request in each case. Nothing in this Paragraph shall modify a requirement elsewhere in the Contract Documents that a communication be in writing.

6.03 LABOR AND MATERIALS

A. Unless otherwise provided in the Contract Documents, the Contractor shall provide and pay for all labor, Materials, equipment, tools, construction equipment and machinery, transportation, and other facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated in the Work.

B. The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Contract Documents. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them. The Contractor shall not employ any person or entity against whom Company objects. The Contractor shall not permit any person to perform any portion of the Work whom Contractor knows or has reason to know is under the influence of alcohol or illicit drugs.

C. The Contractor shall not substitute Materials specified or described in the Drawings or Specifications by a specific name or manufacturer unless consented to in writing.

D. Company shall have the right to remove or bar an employee of Contractor or of Subcontractor from the Site, which right shall be reasonably exercised. Neither the exercise or non-exercise of such right shall relieve Contractor from the obligations with respect to employees at the Site.

6.04 CONTRACTOR’S SCHEDULE

A. The Contractor, promptly after issuance of the Purchase Order, (if not already submitted prior to issuance of the Purchase Order) shall prepare and submit for Company’s, Construction Manager’s and Engineer’s information, and approval by Company, the “Contractor’s Schedule”. The Contractor’s Schedule shall not exceed the Contract Time, and shall conform with all of the Construction Activity Plans pertaining to the Work in all respects, taking into consideration the work of other contractors which is dependent on the completion of all or a portion of the Work. Contractor shall update the Contractor’s Schedule from time to time as needed to reflect the actual and anticipated progress of the Work, provided, however, that Contractor shall remain obligated to perform the Work in accordance with the approved Contractor’s Schedule unless and until Company approves any such revisions.

B. The Contractor shall prepare and keep current, for Company’s approval, a schedule of Submittals which is coordinated with the Contractor’s Schedule and allows Company, Construction Manager, and Engineer reasonable time to review Submittals.

6.05 ROYALTIES AND PATENTS. The Contractor shall pay all royalties and license fees. The Contractor shall defend suits or claims for infringement of patent rights and shall hold the Indemnitees (as defined in Paragraph 5.08 above) harmless from loss on account thereof, but shall not be responsible for such defense or loss when a particular design, process or product of a particular manufacturer or manufacturers is required by the Contract Documents. However, if the Contractor has reason to believe that the required design, process, or product is an infringement

9

of a patent, the Contractor shall be responsible for such loss unless such information is promptly furnished to Company, Construction Manager, and Engineer prior to incorporating the design, process or product into the Work.

6.06 PERMITS, FEES AND NOTICES

A. Unless otherwise provided in the Contract Documents, the Contractor shall secure and pay for the building permit and other permits and governmental fees, licenses and inspections necessary for proper execution and completion of the Work. The Contractor shall procure all certificates of inspection, use and occupancy, permits and licenses, pay all charges and fees and give all notices necessary and incidental to the due and lawful prosecution of the Work. Certificates of inspection, use and occupancy shall be delivered to Company upon completion of the Work in sufficient time for occupation of the Project in accordance with the approved schedule for the Work. The costs of such procurement, payment and delivery are included within the Contract Sum. Company may elect to procure any permit necessary for proper execution and completion of the Work, in which case the cost thereof shall be deducted from the Contract Sum.

B. The Contractor shall comply with and give notices required by Applicable Law.

C. Unless Company procures the building permit itself, a photocopy of the building permit shall be delivered to Company and the Engineer as soon as it is obtained. Upon Final Completion, the Contractor shall deliver all original permits, licenses and certificates to Company and shall deliver photocopies to the Engineer.

6.07 LAWS CONCERNING THE WORK. Contractor shall comply with all Applicable Law. If Contractor observes any conflict between any Applicable Law and the Contract Documents, Contractor shall promptly give Company written notice thereof, and Company will issue any Modification required by such conflict. Contractor shall be responsible for all costs arising from Work performed in violation of any Applicable Law for which Contractor has not given Company prior written notice.

6.08 CHANGES IN TECHNICAL DATA. Throughout the period of the Work, Contractor shall advise Company of any deviation or change in the standard specifications, manuals or codes of any technical society, organization or association, or any code of a government authority from those referenced in the Contract Documents of which Contractor has knowledge or should have knowledge.

6.09 TAXES; BENEFITS. The Contractor shall pay sales, consumer, use and similar taxes for the Work or portions thereof provided by the Contractor which are legally enacted when bids are received or negotiations concluded, whether or not yet effective or merely scheduled to go into effect. Contractor shall pay when due, and hold Company harmless against all claims for payment of union welfare and pension fund contributions payable by Contractor, as employer, all taxes or premiums which may be payable under the unemployment insurance law of any state, the United States Internal Revenue Code or Applicable Law.

6.10 STORAGE. Contractor shall keep its construction equipment, the storage of Materials and the operations of its workers to areas designated in the Contract Documents, or as directed by Company from time to time.

6.11 DOCUMENTS AND SAMPLES AT THE SITE; RETENTION OF RECORDS. The Contractor shall maintain at the Site for Company one record copy of the Drawings, Specifications, Addenda, Field Change Orders and other Modifications, in good order and marked currently to record changes and selections made during construction, and in addition approved Shop Drawings, Product Data, Samples and similar required Submittals. These shall be available to the Construction Manager and Engineer, and shall be delivered to Company in good condition upon Final Completion of the Work and before Final Payment is made. Contractor shall retain all other records or documents pertaining to the Project for the same period as required for income tax reporting purposes. Company, upon notice to Contractor, shall have the right to review said documents and records. The obligation of Contractor to retain and make available records shall survive termination or expiration of the Agreement or any applicable Purchase Order.

6.12 CONDITION OF SITE; CLEANING UP

A. The Contractor shall keep the Site and surrounding area free from accumulation of waste materials or rubbish. At completion of the Work the Contractor shall remove from and about the Project waste materials, rubbish, the Contractor’s tools, construction equipment, machinery and surplus materials. Contractor shall thoroughly wash and clean all glass and mirror surfaces, and shall leave the Work neat and broom clean. The Contractor shall clean up after its operation, by removing rubbish, including old and surplus materials. The Contractor shall use its best efforts to prevent dust. The Contractor shall be responsible for the overall cleanliness and neatness of the Work. Contractor acknowledges and agrees that, when a Project is located within a Company manufacturing facility or other food-handling facility, it is essential that the requirements of this paragraph are met daily.

B. If the Contractor fails to clean up as provided in the Contract Documents, Company may do so and the cost thereof shall be charged to the Contractor, and deducted from amounts due.

C. The Contractor shall confine operations at the Site to areas permitted by Applicable Law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the Site with Materials or equipment. The Contractor shall promptly resolve any complaints by a separate contractor, an adjoining property owner or governmental authority that Contractor’s Work is interfering with private or public property on or in the vicinity of the Site.

6.13 CUTTING AND PATCHING

A. The Contractor shall be responsible for cutting, fitting or patching required to complete the Work or to make its parts fit together properly.

B. The Contractor shall not damage or endanger a portion of the Work or fully or partially completed construction of Company or separate contractors by cutting, patching or otherwise altering such construction, or by excavation. The Contractor shall not cut or otherwise

10

alter such construction by Company or a separate contractor except with written consent of Company and of such separate contractor; such consent shall not be unreasonably withheld. The Contractor shall not unreasonably withhold from Company or a separate contractor the Contractor’s consent to cutting or otherwise altering the Work. All such Work shall be carried out by qualified tradesmen in the craft required to execute the Work.

6.14 ACCESS TO WORK. The Contractor shall provide Company, Construction Manager, and Engineer access to the Work in preparation and progress wherever located.

6.15 DELIVERY OF WARRANTIES AND OTHER DOCUMENTS. At appropriate times during execution of the Work and in all events before Final Payment, Contractor shall deliver to Company, with respect to each item or equipment or apparatus furnished as part of the Work, (1) all manufacturers’ warranties or guarantee, and (2) complete sets of manuals containing the manufacturers’ instructions for maintenance and operation of such item.

6.16 REMOVAL OF LIENS. In addition to all other obligations of Contractor with respect to mechanic’s or materialmen’s Liens under the Contract Documents, Contractor shall promptly obtain the release of any mechanic’s or materialmen’s Lien which is filed against the Site or the Project, or in the sole discretion of Company, provide Company with a bond in the full amount of such Lien.

6.17 SAFETY PRECAUTIONS AND PROGRAMS. The Contractor shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the performance of the Work. The Contractor shall comply with all Applicable Law relating to safety, including all applicable OSHA regulations and related safety rules.

6.18 SAFETY OF PERSONS AND PROPERTY

A. The Contractor shall take reasonable precautions for safety of, and shall provide reasonable protection to prevent damage, injury or loss to:

1. employees of Contractor and Subcontractors and Sub-subcontractors on the Work and other persons who may be affected thereby;

2. the Work and materials and equipment to be incorporated therein, whether in storage on or off the Site, under care, custody or control of the Contractor or the Subcontractors or Sub-subcontractors; and

3. other property at the Site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction, as well as real and personal property adjacent to or in the vicinity of the Site.

B. The Contractor shall give notices and comply with Applicable Law bearing on safety of persons or property or their protection from damage, injury, or loss.

C. The Contractor shall erect and maintain, as required by existing conditions and performance of the Contract Documents, reasonable safeguards for Site security, safety and protection, including without limitation, all necessary bracing, shoring, barricades, guardrails and fences as required for protection of workers and the public and protection of intrusion onto the Site by trespassers, posting danger signs and other warnings against hazards, promulgating safety regulations and notifying owners and users of adjacent sites and utilities.

D. When demolition activity or use or storage of explosives or other Hazardous Materials or equipment or unusual methods are necessary for execution of the Work, the Contractor shall exercise utmost care and carry on such activities under supervision of properly qualified personnel.

E. The Contractor shall promptly remedy damage and loss to property referred to in Subparagraphs 6.18(A)(2) and 6.18(A)(3) caused in whole or in part by the Contractor, a Subcontractor, a Sub-subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible under Subparagraphs 6.18(A)(2) and 6.18(A)(3), except damage or loss attributable solely to acts or omissions of Company, Construction Manager or Engineer or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor.

F. The Contractor shall designate a responsible member of the Contractor’s organization at the Site whose duty shall be the prevention of accidents. This person shall be the Contractor’s supervisor unless otherwise designated by the Contractor in writing to Company and Engineer.

G. The Contractor shall not load or permit any part of the construction or Site to be loaded so as to endanger the safety of persons or property.

H. The Contractor shall promptly report in writing to Company all accidents arising out of or in connection with the Work which cause death, personal injury or property damage, giving full details and statements of any witnesses. In addition, if death or serious personal injuries or serious damages are caused, the accident shall be reported immediately by telephone or messenger to Company.

I. Contractor shall protect adjoining private or municipal property and shall provide barricades, temporary fences and covered walkways required to protect the safety of passers-by as required by prudent construction practices, local building codes, ordinances or other Applicable Law or the Contract Documents.

J. In addition to its other obligations pursuant to this Article 6.0, the Contractor shall promptly repair any damage or disturbance to walls, utilities, sidewalks, curbs and the property of third parties (including municipalities), resulting from the performance of the Work, whether by Contractor or its Subcontractors, Sub-subcontractors, or the agents or employees of any of them. The Contractor shall maintain streets in the vicinity of the Site in good repair.

11

6.19 EMERGENCIES. In an emergency affecting safety of persons or property, the Contractor shall act to prevent damage, injury, or loss. Additional compensation or extension of time claimed by the Contractor on account of an emergency shall be determined as provided in Articles 11.0, 12.0, and 16.0.

6.20 POLLUTANTS; HAZARDOUS MATERIALS

A. Contractor shall not introduce to the Project or the Site, nor store, maintain or use on the Site any Hazardous Materials, except to the extent expressly required by the Contract Documents. Contractor shall be responsible for acquiring any permits or approvals required of any governmental authority with respect to the storage, use, transport, or disposal of any Hazardous Materials, and for the proper disposal of any Hazardous Materials in strict conformance with all Applicable Law.

B. Without imposing on Contractor any obligation to discover such materials, Contractor shall disclose to Company the presence and location of any materials on the Site which the Contractor believes or reasonably should believe to be Hazardous Materials.

C. Contractor shall not be obligated to commence or continue Work until any known or suspected Hazardous Materials discovered at the Site has been removed, rendered or determined to be harmless by Company as certified by an independent testing laboratory and approved by the appropriate government agency.

D. If after the commencement of the Work, known or suspected Hazardous Material is discovered at the Project Site, Contractor shall immediately stop Work in the affected area and shall immediately report the condition to Company and, if required, to the government agency with jurisdiction.

E. Contractor shall not be required to perform any Work relating to or in the area of known or suspected Hazardous Material without written agreement.

F. Company shall be responsible for retaining an independent testing laboratory to determine the nature of the material encountered and whether it is a Hazardous Material requiring corrective measures and/or remedial action. Such measures shall be the sole responsibility of Company, and shall be performed in a manner minimizing any adverse effect upon Contractor’s Work. Contractor shall resume Work in the area affected by any Hazardous Material only upon written agreement between the parties after the Hazardous Material has been removed or rendered harmless.

6.21 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

A. Submittals are not Contract Documents. The purpose of their submission is to demonstrate for those portions of the Work for which Submittals are required the way the Contractor proposes to conform to the information given and the design concept expressed in the Contract Documents.

B. The Contractor shall review, approve and submit to Company Submittals required by the Contract Documents with reasonable promptness and in such sequence as to cause no delay in the Work or in the activities of Company or of separate contractors. Submittals made by the Contractor which are not required by the Contract Documents may be returned without action.

C. The Contractor shall perform no portion of the Work requiring submission, review and approval of Submittals until the respective Submittal has been approved. Such Work shall be in strict accordance with the approved Submittal.

D. By approving and forwarding Submittals, the Contractor represents that the Contractor has determined and verified Materials, field measurements and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such Submittal with the requirements of the Work and of the Contract Documents.

E. The review and approval of Contractor’s Submittals by Company, Construction Manager, or Engineer shall be for conformity to design concept only and shall not extend to Contractor’s means, methods, techniques, sequences, or procedures of construction, or to incidental safety programs. The Contractor shall not be relieved of responsibility for deviations from requirements of the Contract Documents by Company’s Construction Manager’s or Engineer’s approval of Submittals unless the Contractor has specifically informed Company in writing of such deviation at the time of submission and Company has given written approval to the specific deviation. Contractor shall not be relieved of responsibility for errors or omissions in Submittals by the review or approval of Company, Construction Manager, or Engineer.

F. Informational Submittals upon which Company is not expected to take responsive action may be so identified in the Contract Documents.

6.22 CONTINUING THE WORK. During all disputes with Company, Contractor shall continue the Work and maintain the Contractor’s Schedule, and the Work shall not be delayed or postponed except as Contractor and Company agree in writing.

6.23 COMPANY’S STANDARDS AND GUIDELINES

A. Contractor shall comply with Company’s plant and corporate standards and guidelines regarding sanitation, safety, security and manufacturing practices and with Company’s current rules and regulations as updated and noticed to Contractor from time to time. Contractor acknowledges receipt of a copy of Company’s policy regarding workplace violence. For Projects outside of Europe, the following additional procedures set forth in this Section 6.23(A) shall apply: Contractor agrees to check the criminal history of each worker who is intended to physically work at any Company facility more than eleven (11) times over any ninety (90) Day period. Contractor agrees that it will not refer to Company any worker who, within the preceding seven (7) years, has been convicted of any crime which involved an act of violence, an assault or other injury to any other person, or any crime which is related to the type of service(s) that the worker could provide at Company’s facility. No worker shall be assigned to provide services to Company until

12

Contractor has received and reviewed the results of the proposed worker’s criminal history. Contractor shall consult with Company’s Manager of Corporate Security regarding the assignment to Company of any proposed worker who has a criminal history.

B. Contractor shall follow all aspects of General Mills Supplier Code of Conduct, which can be found at www.generalmills.com/suppliercode. Failure to follow the Supplier Code of Conduct in all respects shall permit Company to immediately terminate the Agreement or any applicable Purchase Order. Contractor shall comply with all applicable anti-corruption laws and shall not, directly or indirectly, offer or pay or receive any bribe, regardless of how small. Without limiting the foregoing, Contractor shall not, directly or indirectly, offer, provide, or authorize any improper payments, gifts, travel/entertainment, or favors (“Improper Consideration”) to any government official, commercial entity, Company employee, or other person. If any such Improper Consideration is solicited from Contractor, Contractor must inform Company. Contractor shall also not accept any Improper Consideration for the purpose of obtaining business or any other advantage for Company. Contractor shall have procedures in place to ensure compliance with the foregoing obligations, and a failure to comply in all respects shall permit Company to immediately terminate the Agreement or any applicable Purchase Order.

ARTICLE 7.0 SUBCONTRACTORS; WORK BY OTHER CONTRACTORS AND COMPANY

7.01 AWARD OF SUBCONTRACTS FOR PORTION OF THE WORK

A. The Contractor, as soon as practicable after acceptance of the Purchase Order, shall confirm in writing to Company the names of persons or entities (including those who are to furnish Materials or equipment fabricated to a special design) proposed for each principal portion of the Work. Company will promptly reply to the Contractor in writing stating whether or not Company, after due investigation, has reasonable objection to any such proposed person or entity.

B. The Contractor shall not contract with a proposed person or entity to whom Company has made reasonable and timely objection.

C. If Company has reasonable objection to a person or entity proposed by the Contractor, the Contractor shall propose another to whom Company has no reasonable objection. However, no increase in the Contract Sum shall be allowed for such change.

D. The Contractor shall not change an approved Subcontractor without the prior written consent of Company.

7.02 SUBCONTRACTUAL RELATIONS

A. The Contractor shall require each Subcontractor, to the extent of Subcontractor’s Work, to be bound to the Contractor by terms of the Contract Documents, including without limitation, the obligation to submit to arbitration as provided in Paragraph 16.08. Each subcontract agreement shall preserve and protect the rights of Company and Engineer under the Contract Documents with respect to the Subcontractor’s Work. Each subcontract agreement shall contain a provision whereby the Subcontractor consents to the assignment of the subcontract to Company in accordance with Paragraph 7.07. Where appropriate, the Contractor shall require each Subcontractor to enter into similar agreements with Sub-subcontractors. The Contractor shall make available to each proposed Subcontractor, prior to the execution of the subcontract agreement, copies of the Contract Documents to which the Subcontractor will be bound. Subcontractors shall similarly make copies of applicable portions of such documents available to their respective proposed Sub-subcontractors.

B. Prior to the commencement of the Work or entering into any subcontract with a Subcontractor, the Contractor shall, if requested by Company, provide Company with the form of subcontract that Contractor proposes to use when hiring Subcontractors. Contractor shall, upon Company’s request, provide Company with copies of all subcontracts with Subcontractors.

C. Company and Contractor agree that Company is an intended third-party beneficiary of all contracts between Contractor and its Subcontractors and Suppliers for the Work. Contractor shall ensure that its agreements with Subcontractors and Suppliers name Company as an intended third-party beneficiary of such agreements and provide Company with the same rights and remedies under such agreements as the Contractor has against the Subcontractors and Suppliers.

7.03 PAYMENTS TO SUBCONTRACTORS BY THE CONTRACTOR. The Contractor shall pay each Subcontractor, upon receipt of payment from Company, an amount equal to the percentage of completion allowed to the Contractor on account of such Subcontractor’s Work, less any percentage retained from payments to the Contractor. The Contractor shall also require each Subcontractor to make similar payments to its Sub-Subcontractors.

7.04 PAYMENTS TO SUBCONTRACTORS BY COMPANY

A. If Company fails to approve an Application for Payment for a cause which Company determines is the fault of the Contractor and not the fault of a particular Subcontractor, or if the Contractor fails to make a payment which is properly due to a particular Subcontractor, Company may pay such Subcontractor directly, less the amount to be retained under the subcontract. Any amount so paid by Company shall be deducted from amounts otherwise payable to Contractor.

B. Company shall have no obligation to pay, or to see to the payment of, any monies to any Subcontractor. Nothing contained in Paragraphs 7.03 or 7.04 shall be deemed to create any rights in any Subcontractor against Company.

C. The Contractor shall promptly advise Company of any claim or demand by a Subcontractor claiming that any amount is due to such Subcontractor or claiming any default by the Contractor in any of its obligations to such Subcontractor.

7.05 COMPANY’S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS

13

A. Company reserves the right to perform construction or operations related to the Project with Company’s own forces, and, to the extent the Work comprises less than the entire Project, to award separate contracts in connection with other portions of the Project or other construction or operations on the Site.

B. When separate contracts are awarded for different portions of the Project or other construction or operations on the Site, the term “Contractor” in the Contract Documents in each case shall mean the Contractor who executes each separate Company-Contractor agreement.

C. If directed by Company, the Contractor shall participate in meetings with Company’s separate contractors, Company, and Construction Manager to review the construction schedules of each party. Contractor shall coordinate its Work with the work of Company’s separate contractors and shall cooperate with Company’s separate contractors and Construction Manager. Contractor shall also schedule and coordinate its Work in such a way so as to minimize any impact on Company’s ongoing operations, if any.

7.06 MUTUAL RESPONSIBILITY

A. The Contractor shall afford Company and separate contractors reasonable opportunity for introduction and storage of their Materials and equipment and performance of their activities and shall connect and coordinate the Contractor’s construction and operations with theirs as required by the Contract Documents.

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

C. Subject to Subparagraph 11.01(B), costs caused by delays or by improperly timed activities or defective construction shall be borne by the party responsible therefor.

D. The Contractor shall promptly remedy damage caused by the Contractor to completed or partially completed construction or to property of Company or separate contractors as provided in Subparagraph 6.18(E).

E. Claims and other disputes and matters in question between the Contractor and a separate contractor shall be subject to the provisions of Paragraph 16.08, provided the separate contractor has reciprocal obligations.

7.07 ASSIGNMENT OF SUBCONTRACTS. Each subcontract agreement between the Contractor and its respective Subcontractors for a portion of the Work is assigned by the Contractor to Company provided that:

1. assignment is effective only upon termination of the applicable Purchase Order by Company for cause pursuant to Paragraph 15.01 of these General Conditions; and

2. assignment is subject to the prior rights of the surety, if any, obligated under bond relating to the Contract Documents; and

3. Company reserves the rights to revoke said assignment of any particular subcontract by written notice to Subcontractor within thirty (30) Days after termination of Contractor by Company for cause.

Following termination of the Agreement or an applicable Purchase Order by Company for cause, Company may re-assign subcontracts with Subcontractors to a third party chosen in Company’s sole discretion to act as Contractor.

ARTICLE 8.0 RIGHTS AND RESPONSIBILITIES OF COMPANY

8.01 INFORMATION AND SERVICES REQUIRED OF COMPANY

A. Company shall furnish Contractor a survey and a legal description of the Site. The Contractor shall review any materials submitted by Company and verify their accuracy or notify Company within twenty (20) Days of any inaccuracies. Contractor may not recover damages from any such inaccuracy if it fails to notify Company as and when required. In all events, Contractor shall be responsible for locating existing utility lines at the Site prior to performing any portion of the Work which may disturb such utility lines.

B. Company shall furnish the Contractor, free of charge, an appropriate number of copies of the Drawings and Specifications and any revisions made thereafter. Contractor shall be required to make a refundable deposit as security for return of said copies to Company.

C. If there is any inconsistency in the Drawings or between the Drawings and the Specifications, unless otherwise ordered in writing by Company, the Contractor shall provide the better quality of, or the greater quantity of, Work or Materials.

D. Where a typical representative detail is shown on the Drawings, such detail shall constitute the standard of workmanship and Materials throughout corresponding portions of the Work. Where necessary, the Contractor shall adopt such detail for use in said corresponding portions of the Work in a manner that is satisfactory to Company.

8.02 COMPANY’S RIGHT TO STOP THE WORK. If Contractor fails to correct defective Work as required by Paragraph 13.03 or elsewhere in these General Conditions or the other Contract Documents, or otherwise fails to carry out the Work in accordance with the Contract Documents, Company may, in writing order the Contractor to stop the Work, or any portion thereof, until the cause for such stop order has been eliminated by Contractor. Such order shall not increase the Contract Sum or the Contract Time. Company’s right to stop the Work provided in this Paragraph shall not give rise to any duty on the part of Company to exercise such right for the benefit of such Contractor, any

14

Subcontractor, Sub-Subcontractors, Material Suppliers, laborers or any of their agents or employees, or any other person or entity performing any of the Work, to reduce the obligations, duties and representations of Contractor under the Contract Documents.

8.03 COMPANY’S RIGHT TO CARRY OUT THE WORK. If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents, or in the event of an interruption in the Work caused by a strike, slowdown, picketing or boycott, or other voluntary actions by Contractor or Subcontractor which in the judgment of Company may cause unreasonable delay in the progress of the Work or the Project, Company may, upon 24 hours written notice to Contractor and without prejudice to any other right or remedy Company may have against Contractor, undertake such tasks itself or retain others to perform such tasks and correct any such deficiencies. In the event Company exercises its rights pursuant to this Paragraph 8.03, an appropriate deductive Field Change Order shall be issued, deducting from the payment then due or thereafter becoming due to Contractor the cost of correcting such deficiencies, including compensation for Company’s, Construction Manager’s and Engineer’s additional services made necessary by Contractor’s default, neglect or failure. If the cost of completing the Work exceeds Contractor’s remaining interest in the Contract Sum, Contractor shall pay such excess within thirty (30) Days after demand therefor.

8.04 ADDITIONAL RIGHTS. The rights stated in this Article shall be in addition to and not in limitation of any other rights of Company granted in the Contract Documents or at law or in equity.

ARTICLE 9.0 ADMINISTRATION OF THE CONTRACT

9.01 COMPANY’S REPRESENTATIVE. Company shall have available to the Site Company’s Representative or delegate, who may be changed at any time and from time to time at Company’s sole discretion. Company’s Representative, or delegate, shall be Company’s primary representative with respect to the ongoing administration of the Contract Documents. Unless Company otherwise notifies Contractor, Company’s Representative shall be the Project Manager.

9.02 ADMINISTRATION OF THE CONTRACT

A. Company, and the Construction Manager will provide administration of the Contract Documents as hereinafter described. Company, in Company’s sole discretion, may delegate part or all of its authority with respect to administration of the Contract Documents to a third party, including without limitation, the Construction Manager. Company shall give Contractor notice of such delegation. The authority of any such third party shall be strictly limited to the delegation expressly set forth in the written notice from Company or in the Contract Documents, and Company shall not be bound by any decision, approval or other communication made by such third party which exceeds the authority which Company has expressly delegated to such third party. Unless and until Company informs the Contractor otherwise in writing, Company hereby delegates to the Construction Manager the following authority and obligations with respect to the Contract Documents:

1. Review and approval of the Contractor’s Schedule and any changes thereto as provided in Paragraph 6.04 hereof;

2. Preparation, review and approval of Field Change Orders and minor changes in the Work as provided in Article 10.0 hereof, provided, however, that a Field Change Order shall not be effective and shall not bind Company unless and until Company has executed same;

3. Review and approval of Applications for Payment as provided in Paragraphs 14.03 and 14.04 hereof;

4. Ordering the uncovering of Work as provided in Paragraph 13.02 or the correction of Work as provided in Paragraph 13.03 hereof;

5. Collection of all bonds and evidence of insurance required from Contractor (or Subcontractors) as provided in Article 5.0 hereof; and

6. Ordering and supervising tests and inspections as provided in Paragraph 13.05 hereof.

Company may in its discretion delegate the authority to review and approve Submittals.

Contractor shall cooperate fully with the Construction Manager and Engineer in carrying out the foregoing functions, including without limitation, meeting with the Construction Manager and Engineer as needed with respect to any of the foregoing matters, and giving Construction Manager and Engineer full access to the Site at all times. Contractor shall submit all Submittals directly to the Construction Manager or Company. Requests for Field Change Orders and Applications for Payment shall be submitted to Company or the Construction Manager.

B. The Engineer will visit the Site as needed to monitor the progress and quality of the Work, and to determine if the Work is being performed in accordance with the Contract Documents. The Engineer will promptly report any defect in the progress or quality of the Work to Company and the Construction Manager.

C. Neither Company, Construction Manager, nor Engineer will have control over or charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, since these are solely the Contractor’s responsibility as provided in Paragraph 6.01. Company, Construction Manager and Engineer will not be responsible for the Contractor’s failure to carry out the Work in accordance with the Contract Documents. Company, Construction Manager and Engineer will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work.

D. Unless otherwise directed by Company, communications between Company and the Contractor shall be primarily through the Construction Manager. If Contractor and Company communicate directly, both shall endeavor to inform the Construction Manager of

15

the substance of such communication. Communications by and with Subcontractors and Material Suppliers shall be through the Contractor. Communications by and with Contractor and separate contractors shall be through the Construction Manager.

E. Based on Construction Manager’s observations and evaluations of the Contractor’s Applications for Payment, Construction Manager, in consultation with the Engineer, will review and approve the amounts due the Contractor.

F. Construction Manager will have authority to reject Work which does not conform to the Contract Documents. Whenever Construction Manager considers it necessary or advisable for implementation of the intent of the Contract Documents, Construction Manager will have authority to require additional inspection or testing of the Work in accordance with Paragraphs 13.02 and 13.05, whether or not such Work is fabricated, installed or completed. However, neither this authority of the Construction Manager nor a decision made in good faith either to exercise or not to exercise such authority shall give rise to a duty or responsibility of Construction Manager to the Contractor, Subcontractors, Suppliers, their agents or employees, or other persons performing portions of the Work.

G. Company or the Engineer, in consultation with the Construction Manager, will review and approve or take other appropriate action upon the Contractor’s Submittals, but only for the limited purpose of checking for conformance with information given and the design concept expressed in the Contract Documents. Such action will be taken with such reasonable promptness as to cause no delay in the Work or in the activities of Contractor or separate contractors, while allowing sufficient time to permit adequate review. Review of Submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or responsibility of the Contractor as required by the Contract Documents. Company’s or Engineer’s review shall not constitute approval of safety precautions or, unless otherwise specifically stated by Engineer, of any construction means, methods, techniques, sequences or procedures. Engineer’s approval of a specific item shall not indicate approval of an assembly of which the item is a component.

H. Construction Manager, in consultation with Company, will prepare Field Change Orders as provided in Article 10.0.

I. Construction Manager, in consultation with Company, will conduct inspections to determine the date or dates of Substantial Completion and the date of Final Completion.

ARTICLE 10.0 CHANGES IN THE WORK

10.01 FIELD CHANGE ORDERS

A. Company may order changes in the Work and without invalidating the Contract Documents, by Field Change Order, subject to the limitations stated in this Article 10.0 and elsewhere in the Contract Documents.

B. If Company desires to make an immediate change in the Work and there is insufficient time to prepare proposed adjustments, if any, to the Contract Time or Contract Sum, Company may issue the Field Change Order without any such proposed adjustment. Thereafter, Company will prepare any adjustment to the Contract Time or Contract Sum with respect to the ordered change in the Work, either by amending the original Field Change Order or by issuing a new Field Change Order.

C. Upon receipt of a Field Change Order, the Contractor shall promptly proceed with the change in the Work involved and advise Company of the Contractor’s agreement or disagreement with any adjustment in the Contract Sum or Contract Time set forth in the Field Change Order. The failure of Contractor to object to any of the terms in a Field Change Order within five (5) Days of receipt shall be deemed acceptance of the Field Change Order, and shall constitute a final settlement of all matters relating to the change in the Work that is the subject of the Field Change Order, including, but not limited to, all direct and indirect costs associated with such change in the Work and any and all adjustments to the Contract Sum, Contract Time, and the Contractor’s Schedule related thereto. Thereafter, Contractor shall be barred from filing a Claim with respect to such Field Change Order.

D. Pending resolution of a Claim timely made by Contractor with respect to a Field Change Order, Contractor shall proceed diligently with the changes ordered in such Field Change Order, notwithstanding the Claim.

E. The value of the Work covered by the Field Change Order shall be determined using one of the following methods:

1. By mutual acceptance of a lump sum;

2. By unit prices included in the Contract Documents or subsequently agreed upon; or

3. By a cost-plus arrangement mutually agreed upon. The cost of such Work shall be determined on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, plus, in the case of a net increase in the Contract Sum, a fee to be determined by Company. The “cost” of the Work ordered shall be limited to the following: actual cost of Materials, including sales tax and delivery; actual cost of labor, including social security, old age and unemployment insurance, and fringe benefits required by agreement or custom, but excluding overtime or premium labor costs unless agreed to by Company; workers’ compensation insurance; rental value of equipment and machinery, which shall be determined according to the Rental Rate Blue Book for Construction Equipment and Rental Rate Blue Book for Older Construction Equipment published by Dataquest, the Associated Equipment Distributors (AED) Rental Rate Manual, the Associated General Contractors (AGC) Contractors Equipment Manual, or customary rental charge in the area of the Project, in that order of preference, and the additional cost of supervision and field office personnel directly attributable to the change. Said cost of the Work and Contractor’s fee shall be the complete and exclusive compensation to Contractor for performing such change in the Work.

10.02 SURETY BOND. If notice of any change affecting the general scope of the Work or the provisions of the Contract Documents is required by any surety bond, such notice shall be the Contractor’s responsibility, and the amount of each bond will be adjusted accordingly.

16

ARTICLE 11.0 CHANGE IN CONTRACT SUM

11.01 CLAIMS FOR CONTRACT SUM ADJUSTMENT

A. Subject to Subparagraph 11.01(B), if Contractor believes it is entitled to an equitable adjustment of the Contract Sum for any reason, including but not limited to (1) added Work, (2) deleted Work, (3) a written interpretation from Company, (4) an order by Company to stop the Work where Contractor was not at fault, (5) failure of payment by Company, (6) termination of the Contract by Company, (7) Company’s suspension of the Work or (8) other reasonable grounds, then Contractor shall file a Claim for an equitable adjustment in accordance with the procedure established in Article 16.0. Contractor shall have waived any Claim which is not timely filed.

B. Notwithstanding that Contractor may be entitled to one or more extensions or enlargement of the Contract Time because of a delay in the prosecution of the Work, and notwithstanding any other terms and provisions to the contrary in the Contract Documents, Contractor shall not be entitled to any equitable adjustment in the Contract Sum as a result of such delay except as provided in this Subparagraph 11.01(B). The Contractor shall be entitled only to receive reimbursement from Company for any actual, necessary and provable additional and extended on-Site overhead and general conditions which Contractor incurs and which are not otherwise included in the Contract Sum, which shall be Contractor’s sole and only compensation with respect to any such delays. In no event shall Contractor be entitled to receive home office expenses, lost profits, impact charges or any other loss or damage whatsoever as a result of such delay except as provided above. In no event shall Contractor be entitled to receive reimbursement for or during the time required to complete the Punch List Work following Substantial Completion or during any corrective Work as required by Paragraph 13.03.

C. Contractor shall not be entitled to a change in the Contract Sum for Work which is not required by the Contract Documents.

ARTICLE 12.0 CONTRACT TIME

12.01 PROGRESS AND COMPLETION

A. Time limits stated in the Contract Documents are of the essence of the Agreement. By executing the Agreement, the Contractor confirms that the Contract Time is a reasonable period for performing the Work.

B. The Contractor shall not, except by agreement or instruction of Company in writing, prematurely commence operations on the Site or elsewhere prior to the Commencement Date and the effective date of insurance required by Article 5.0 to be furnished by the Contractor. The Commencement Date of the Work shall not be changed by the effective date of such insurance.

C. The Contractor shall proceed expeditiously with adequate forces and shall achieve Substantial Completion within the Contract Time. Contractor shall complete all Punch List items that are its responsibility as expeditiously as possible and in all events within the time period specified therein, if any.

D. The Contractor shall be and remain liable to Company for any loss, costs, damage or inexcusable delay in completing the Work notwithstanding the existence of concurrent or other delays caused by Company or a separate contractor.

E. The Contractor shall not be entitled to any increase in the Contract Time because of any strike, picketing, lockout or other labor dispute or difficulty. Contractor shall take all necessary action to prevent and avoid strikes, picketing, lockouts and any and all other labor disputes and difficulties on the Project and shall do all things necessary to prevent and avoid any work stoppage on account of any such strikes, picketing, lockouts, or other labor disputes or difficulties. Any labor dispute or difficulty involving Contractor’s forces or any Subcontractor occurring on the Site shall constitute a breach of Contractor’s obligations under the Contract Documents, and shall give Company the right to terminate the Agreement or applicable Purchase Order for cause.

12.02 DELAYS AND EXTENSIONS OF TIME

A. Subject to Subparagraph 11.01(B), if the Contractor is delayed at any time in progress of the Work by an act or neglect of Company or Engineer, or of an employee of either, or of a separate contractor employed by Company, or by changes ordered in the Work, or by fire, unusual delay in deliveries, extraordinarily adverse weather, unavoidable casualties or other causes beyond the Contractor’s control (force majeure) and which are unavoidable notwithstanding the exercise of due care and diligence by the Contract, or by delay authorized by Company pending mediation or arbitration, then Contractor shall be entitled to an equitable adjustment in the Contract Time as provided in this Paragraph 12.02. All claims for an equitable adjustment in the Contract Time shall be submitted as a Claim in accordance with the procedure established in Article 16.0. Contractor shall have waived any Claim which is not timely filed. Any equitable adjustment in the Contract Time shall be limited to the extent such act or event did in fact cause a delay in performance of the Work. Such extension shall be granted only if the Contractor gives written notice of the act or event giving rise to the delay to Company within five (5) Days following the start of the occurrence, including a statement in reasonable detail the nature of the act giving rise to the delay, the phases the Work affected by such delay, the specific dates of work days already lost, and if applicable, an estimate of future work days lost, and a revised expected Contractor’s Schedule.

B. If Contractor fails to conform to the approved Contractor’s Schedule, Company may order an acceleration of the Work, and unless such failure is the result of an unavoidable delay specified in Paragraph 12.02(A) above, the Contractor shall not be entitled to any adjustment in the Contract Sum.

17

12.03 CLAIMS FOR ADDITIONAL TIME

A. If the Contractor wishes to make a Claim for an equitable adjustment in the Contract Time, the Contractor’s written Claim shall specify the requested adjustment in the Contract Time, and shall set forth the adjustments in the Contractor’s Schedule which would result from such adjustment.

B. If adverse weather conditions are the basis for a Claim for an adjustment in the Contract Time, such Claim shall be documented by data substantiating that weather conditions were a significant departure from normal weather for a period of time and could not have been reasonably anticipated (taking into consideration year-to-year variations in weather which can reasonably be anticipated), and that weather conditions had an adverse effect on the scheduled construction.

ARTICLE 13.0 WARRANTY AND GUARANTEE, TESTS AND INSPECTION OF WORK

13.01 WARRANTY. The Contractor warrants to Company that Materials and equipment furnished under the Contract Documents will be of good quality and new unless otherwise required or permitted, and that the Work will conform with the requirements of the Contract Documents. Work not conforming to these requirements, including substitutions not properly approved and authorized, shall be considered defective. If required by Company, the Construction Manager or the Engineer, the Contractor shall furnish satisfactory evidence as to the kind and quality of Materials and equipment.

13.02 UNCOVERING OF WORK

A. If a portion of the Work is covered contrary to Company’s request or to requirements specifically expressed in the Contract Documents or Applicable Law, it must, if required in writing by Company or any applicable governmental authority, be uncovered for Company’s observation and be replaced by the Contractor without change in the Contract Sum or the Contract Time.

B. If a portion of the Work has been covered which Company has not specifically requested to observe prior to its being covered, Company may request to see such Work and it shall be uncovered by the Contractor. If such Work is in accordance with the Contract Documents, costs of uncovering and replacement shall, by appropriate Field Change Order, be charged to Company. If such Work is not in accordance with the Contract Documents, the Contractor shall pay such costs unless the condition was caused by Company or a separate contractor in which event Company shall be responsible for payment of such costs.

13.03 CORRECTION OF WORK

A. The Contractor shall promptly correct Work rejected by Company or failing to conform to the requirements of the Contract Documents, whether observed before or after Substantial Completion and whether or not fabricated, installed or completed, including without limitation, Punch List items which are its responsibility. The Contractor shall bear costs of correcting such rejected Work, including additional testing and inspections and compensation for the Engineer’s and Construction Manager’s services and expenses made necessary thereby.

B. If, within one year after the date of Final Payment, or by terms of an applicable special warranty required by the Contract Documents, any of the Work is found to be not in accordance with the requirements of the Contract Documents, the Contractor shall correct it promptly after receipt of written notice from Company to do so unless Company has previously given the Contractor a written acceptance of such condition. If any portion of the Work is corrected in accordance with this Subparagraph 13.03(B), with respect to such corrected Work the one-year period during which Contractor is required to correct the Work shall begin anew on the date Company accepts such corrected Work. The obligation under this Subparagraph 13.03(B) shall survive acceptance of the Work under the Contract Documents and termination of the Agreement or any Purchase Orders.

C. The Contractor shall remove from the Site portions of the Work which are not in accordance with the requirements of the Contract Documents and are neither corrected by the Contractor nor accepted by Company.

D. If the Contractor fails to correct nonconforming Work within a reasonable time, Company may correct it in accordance with Paragraph 8.03. If the Contractor does not proceed with correction of such nonconforming Work within a reasonable time fixed by written notice from Company, Company may remove it and store the salvageable Materials or equipment at the Contractor’s expense. If the Contractor does not pay costs of such removal and storage within ten (10) Days after written notice, Company may upon ten (10) additional Days’ written notice sell such Materials and equipment at auction or at private sale and shall account for the proceeds thereof, after deducting costs and damages that should have been borne by the Contractor, including compensation for the Engineer’s and Construction Manager’s services and expenses made necessary thereby. If such proceeds of sale do not cover costs which the Contractor should have borne, the Contract Sum shall be reduced by the deficiency. If payments then or thereafter due the Contractor are not sufficient to cover such amount, the Contractor shall pay the difference to Company within thirty (30) Days.

E. The Contractor shall bear the cost of correcting destroyed or damaged construction, whether completed or partially completed, of Company or separate contractors caused by the Contractor’s correction or removal of Work which is not in accordance with the requirements of the Contract Documents.

F. Nothing contained in this Paragraph 13.03 shall be construed to establish a period of limitation with respect to other obligations which the Contractor might have under the Contract Documents. Establishment of the time period of one year as described in Subparagraph 13.03(B) relates only to the specific obligation of the Contractor to correct the Work, and has no relationship to the time within which the obligation to comply with the Contract Documents may be sought to be enforced, nor to the time within which proceedings may be commenced to establish the Contractor’s liability with respect to the Contractor’s obligations hereunder or under Applicable Law other than specifically to correct the Work.

18

13.04 ACCEPTANCE OF NONCONFORMING WORK. If Company prefers to accept Work which is not in accordance with the requirements of the Contract Documents, Company may do so instead of requiring its removal and correction, in which case the Contract Sum will be reduced as appropriate and equitable. Such adjustment shall be affected whether or not Final Payment has been made.

13.05 TESTS AND INSPECTIONS

A. Tests, inspections and approvals of portions of the Work required by the Contract Documents or by Applicable Law shall be made at an appropriate time. Unless otherwise provided, the Contractor shall make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to Company, or with the appropriate public authority, and shall bear all related costs of tests, inspections and approvals. The Contractor shall give Company timely notice of when and where tests and inspections are to be made so Company may observe such procedures.

B. If Company determines that portions of the Work require additional testing, inspection or approval not included under Subparagraph 13.05(A), Company will instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to Company, and the Contractor shall give timely notice to Company of when and where tests and inspections are to be made so Company, Construction Manager and Engineer may observe such procedures. Company shall bear such costs except as provided in Subparagraph 13.05(C).

C. If such procedures for testing, inspection or approval under Subparagraphs 13.05(A) and 13.05(B) reveal failure of the portions of the Work to comply with requirements established by the Contract Documents, the Contractor shall bear all costs made necessary by such failure including the cost of such testing and inspection, those of repeated procedures and compensation for the Engineer’s and Construction Manager’s services and expenses.

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

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

13.06 THIRD PARTY TESTS INSPECTIONS. Tests and inspections by third parties shall not excuse Contractor from its obligation to perform the Work in accordance with the Contract Documents.

ARTICLE 14.0 PAYMENTS AND COMPLETION

14.01 CONTRACT SUM. The Contract Sum is stated in the Agreement and the applicable Purchase Order and, including authorized adjustments, is the total amount payable by Company to the Contractor for performance of the Work and all obligations of Contractor under the Contract Documents.

14.02 SCHEDULE OF VALUES. The Contractor shall submit to Company or the Construction Manager for approval by Company, a complete, detailed and itemized Schedule of Values. The Schedule of Values shall reference the mark numbers used by Company in its work breakdown structure. The Schedule of Values shall set forth the combined values of labor and Materials and labor and separate costs of items related to general conditions costs for each such category of the Work, and otherwise be prepared in such form and supported by such data to substantiate its accuracy as Company and Construction Manager may require. The total of such costs shall equal the Contract Sum. The approved Schedule of Values shall be used as a basis for reviewing the Contractor’s Applications for Payment.

14.03 APPLICATIONS AND APPROVAL FOR PAYMENT

A. Promptly at the end of each designated monthly period, the Contractor shall submit to Company or Construction Manager an itemized Application for Payment for operations completed in accordance with the Schedule of Values. If so requested by Company or Construction Manager, Contractor, approximately one week before the scheduled date for submission of a Application for Payment, shall tour the Work with Company’s Representative and/or the Construction Manager, to determine the incremental value of the Work in place. Such application shall be supported by such data substantiating the Contractor’s right to payment as Company or Construction Manager may require, such as copies of requisitions from Subcontractors and Suppliers, and reflecting Retainage. Such Application for Payment shall be certified as correct by Contractor and shall be accompanied by waivers of Liens and other documentation from Subcontractors and Sub-subcontractors as reasonably may be required by Company. In addition, such Application for Payment shall contain a certification by the Contractor that there are no written claims of mechanic’s or materialmen’s Liens submitted to the Contractor at the date of such Application for Payment, that the Contractor has no knowledge of the filing of any mechanic’s or materialmen’s Liens with respect to the Work, that all due and payable bills with respect to the Work have been paid to date and shall be paid from the proceeds of such Application for Payment, that there is no known basis for the filing of any mechanic’s or materialmen’s Liens on the Work and that waivers from all Subcontractors constitute an effective waiver of Lien under the laws and the jurisdiction in which the Project is located to the extent of payments that have been made or are to be made concurrently with payment pursuant to such Application for Payment. Such applications shall not include requests for payment of amounts the Contractor does not intend to pay promptly to a Subcontractor because of a dispute or other reason. As a precondition to Contractor’s right to receive payment, Contractor shall submit Lien waivers for itself and its Subcontractors. The Lien waivers shall be in a form acceptable to Company.

B. Unless otherwise provided in the Contract Documents, payments shall be made on account of Materials and equipment delivered and suitably stored at the Site for subsequent incorporation in the Work. If approved in advance by Company, payment may similarly be made for Materials and equipment suitably stored off the Site at a location agreed upon in writing. Payment for Materials and equipment stored on or off the Site shall be conditioned upon compliance by the Contractor with procedures satisfactory to Company to establish

19

Company’s title to such Materials and equipment or otherwise protect Company’s interest, and shall include applicable insurance, storage and transportation to the Site for such Materials and equipment stored off the Site. Company also may (but is not obligated to) require the execution and filing of Uniform Commercial Code Financing Statements (or non-U.S. equivalents) and appropriate tagging and segregation of the Materials on the premises where they are stored in order to identify and protect Company’s interest in such Materials.

C. The Contractor warrants that title to all Work covered by an Application for Payment will pass to Company no later than the time of payment. The Contractor further warrants that upon submittal of an Application for Payment all Work for which certificates for payment have been previously issued and payments received from Company shall be free and clear of Liens, claims, security interests or encumbrances in favor of the Contractor, Subcontractors, Material Suppliers, or other persons or entities making a claim by reason of having provided labor, Materials and equipment relating to the Work.

D. Company shall notify the Contractor within a reasonable time, not to exceed thirty (30) Days, after Contractor has properly submitted an Application for Payment of the reasons, if any, for which Company will withhold payment.

14.04 DECISIONS TO WITHHOLD PAYMENT

A. Company or Construction Manager, in consultation with the Engineer, may disapprove an Application for Payment in whole or in part or otherwise withhold amounts owed to Contractor because of:

1. defective or damaged Work not remedied;

2. third-party claims filed or reasonable evidence indicating probable filing of such claims;

3. failure of the Contractor to make payments properly to Subcontractors or for labor, Materials or equipment;

4. reasonable doubt by Company that the Work can be completed for the unpaid balance of the Contract Sum;

5. damage to Company or another contractor;

6. reasonable doubt by Company that the Work will be completed within the Contract Time, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay;

7. failure to carry out any portion of the Work in accordance with the Contract Documents;

8. reduction in the Contract Sum pursuant to a Field Change Order;

9. Company’s correction of defective Work or replacement of rejected Work in accordance with Paragraph 13.03;

10. Company’s dispute with the value of the Work pursuant to the Schedule of Values, as submitted in the Application for Payment; or

11. A default under any other contract between Company and Contractor.

B. When the above reasons for disapproving all or part of an Application for Payment are removed, Company will approve such portion of the Application for Payment.

14.05 PROGRESS PAYMENTS

A. Company shall make payment on an approved Application for Payment (or portion thereof) within ninety (90) Days after it is properly submitted. No interest shall accrue on any amounts payable to Contractor.

B. The Contractor shall promptly pay each Subcontractor, upon receipt of payment from Company, out of the amount paid to the Contractor on account of such Subcontractor’s portion of the Work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of such Subcontractor’s portion of the Work. The Contractor shall, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to Sub-subcontractors in similar manner. If required by Company, within five (5) Days of receipt of payment from Company, the Contractor shall send to Company copies of checks paid for all items of the Contractor’s costs listed in the Application for Payment that were not paid prior to the date on which the Application for Payment was submitted.

C. Company shall have no obligation to pay or to see to the payment of money to a Subcontractor.

D. Payment to Suppliers shall be treated in a manner similar to that provided in Subparagraphs 14.05(B) and 14.05(C).

E. Approval by Company or Construction Manager of an Application for Payment, a progress payment, or partial or entire use or occupancy of the Project by Company shall not constitute acceptance of Work not in accordance with the Contract Documents, nor constitute a waiver of any rights of Company under the Contract Documents, nor release, relieve or discharge Contractor or its surety from liability to Company hereunder.

14.06 SUBSTANTIAL COMPLETION

A. When the Contractor considers that the Work, or a portion thereof which Company agrees to accept separately, is Substantially Complete, the Contractor shall so notify Company, Construction Manager and Engineer. Contractor, in consultation with Company, Construction Manager and Engineer, shall prepare and submit the Punch List to Company for review and approval. The Contractor shall proceed promptly to complete and correct items on the Punch List. Failure to include an item on the Punch List does not alter the responsibility of the Contractor to complete all Work in accordance with the Contract Documents. Upon receipt of the Punch List, Company and Construction Manager, in consultation with the Engineer, will make an inspection to determine whether the Work or

20

designated portion thereof is Substantially Complete. If Company’s and Construction Manager’s inspection discloses any item, whether or not included on the Punch List, which is not in accordance with the requirements of the Contract Documents, the Contractor shall, before Work is considered Substantially Complete, complete or correct such item upon notification by Company. The Contractor shall then submit a request for another inspection by Company and Construction Manager to determine Substantial Completion. When the Work or designated portion thereof is Substantially Complete, Company or Construction Manager shall give Contractor notice of the date of Substantial Completion, shall establish responsibilities of Company and Contractor for security, maintenance, heat, utilities, damage to the Work and insurance, and shall fix the time within which the Contractor shall finish all items on the Punch List designated thereon as the Contractor’s responsibility. Warranties required by the Contract Documents shall commence on the date of Final Completion of the Work or designated portion thereof unless otherwise provided in the written notice of Substantial Completion.

B. Upon Substantial Completion of the Work or designated portion thereof and upon application by the Contractor and approval by Company and Construction Manager, Company shall make payment, reflecting adjustment in Retainage, if any, for such Work or portion thereof as provided in the Contract Documents. Company may withhold from such payment 150% of the estimated cost of completing the items on the Punch List.

14.07 PARTIAL OCCUPANCY OR USE

A. Company may occupy or use any completed or partially completed portion of the Work at any stage when such portion is designated by separate agreement with the Contractor, provided such occupancy or use is consented to by the insurer as required under Paragraph 5.07 and authorized by public authorities having jurisdiction over the Work. Such partial occupancy or use may commence whether or not the portion is Substantially Complete, provided Company and Contractor have accepted in writing the responsibilities assigned to each of them for payments, Retainage if any, security, maintenance, heat, utilities, damage to the Work and insurance, and have agreed in writing concerning the period for correction of the Work. Warranties for such partially occupied portions of the Work shall commence as provided in the Contract Documents, notwithstanding such partial occupancy. When the Contractor considers a portion Substantially Complete, the Contractor shall prepare and submit the Punch List as provided under Subparagraph 14.06(A). Consent of the Contractor to partial occupancy or use shall not be unreasonably withheld.

B. Immediately prior to such partial occupancy or use, Company and Contractor shall jointly inspect the area to be occupied or portion of the Work to be used in order to determine and record the condition of the Work. A reasonable sum may be withheld until the Contractor delivers to Company record Drawings, Specifications, Addenda, Field Change Orders and other Modifications maintained at the Site pursuant to Paragraph 6.11, and the warranties, instructions and maintenance manuals required to be furnished under Paragraph 6.15, and a final statement of the cost of the Work allocated in accordance with the Schedule of Values and in a form approved by Company.

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

14.08 FINAL COMPLETION AND FINAL PAYMENT

A. Upon receipt of written notice that the Work is ready for final inspection and acceptance and upon receipt of a final Application for Payment, Company and Construction Manager, in consultation with the Engineer, will promptly make such inspection and, when Company and Construction Manager find the Work acceptable under the Contract Documents and all obligations of Contractor under the Contract Documents are fully performed, including without limitation the satisfactory completion of all the items on the Punch List, Company or Construction Manager shall give Contractor notice of Company’s or Construction Manager’s approval of the final Application for Payment and Final Completion shall be achieved.

B. Neither Final Payment nor any remaining retained percentage shall become due until the Contractor submits to Company (1) an affidavit that payrolls, bills for Materials and equipment, and other indebtedness connected with the Work for which Company or Company’s property might be responsible or encumbered (less amounts withheld by Company) have been paid or otherwise satisfied, (2) a certificate evidencing that insurance required by the Contract Documents to remain in force after Final Payment is currently in effect and will not be canceled, modified or allowed to expire until at least thirty (30) Days prior written notice has been given to Company, (3) a written statement that the Contractor knows of no substantial reason that the insurance will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to Final Payment, (5) if required by Company, other data establishing payment or satisfaction of obligations, such as receipts, releases and waivers of Liens, claims, security interests or encumbrances arising out of the Contract Documents, to the extent and in such form as may be designated by Company, and (6) all documents required to be delivered pursuant to Paragraph 6.15 of these General Conditions. If a Subcontractor refuses to furnish a release or waiver required by Company, the Contractor may furnish a bond satisfactory to Company to indemnify Company against such Lien. If any Lien remains unsatisfied after payments are made, the Contractor shall refund to Company all money that Company may be compelled to pay in discharging such Lien, including all costs and reasonable attorney’s fees.

C. Acceptance of Final Payment by the Contractor, a Subcontractor or Material Supplier shall constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment. Such waivers shall be in addition to the waiver described in Paragraph 16.04.

ARTICLE 15.0 TERMINATION OR SUSPENSION

15.01 TERMINATION BY COMPANY FOR CAUSE

A. Company may, after giving the Contractor and the Contractor’s surety, if any, seven (7) Days’ written notice, terminate the Agreement or any applicable Purchase Order, in whole or in part, if the Contractor:

21

1. 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. fails to comply with Applicable Law;

4. commences a voluntary case under any chapter of the Bankruptcy Code (Title 11, United States Code), or takes any equivalent or similar action in accordance with the laws and codes of the province or other jurisdiction where the Work is performed by filing a petition under any other federal, state, provincial, or other applicable law in effect at such time relating to bankruptcy or insolvency, or if a petition is filed against Contractor under any chapter of the Bankruptcy Code or its equivalent law or code, or if a petition is filed seeking any such equivalent or similar relief against Contractor under any other federal, state, provincial, or other applicable law in effect at the time relating to bankruptcy;

5. makes a general assignment for the benefit of creditors;

6. admits in writing an inability to pay its debts generally as they become due;

7. has appointed (voluntarily or involuntarily) a trustee, receiver, custodian or agent under Applicable Law or under contract, whose appointment or authority to take charge of property of Contractor is for the purpose of enforcing a Lien against such property or for the purpose of general administration of such property for the benefit of Contractor’s creditors;

8. otherwise breaches a provision of the Contract Documents; or

9. fails to maintain labor peace as required by Paragraph 12.01(E) hereof.

Contractor acknowledges and agrees that a breach of an obligation under one Purchase Order will entitled Company, at its option, to terminate any other Purchase Orders for Contractor’s default.

B. Upon termination of the Agreement or any applicable Purchase Order under Subparagraph 15.01(A), Contractor shall, unless the notice directs otherwise, immediately discontinue the Work on that date and to the extent specified in the notice of termination; place no further orders or subcontracts for Materials, equipment, services, facilities, except as may be necessary for completion of such portion of the Work as is not discontinued; promptly make every reasonable effort to procure cancellation upon terms satisfactory to Company, and, thereafter, shall discontinue all Work, orders and subcontracts to the extent they relate to the performance of the discontinued portion of the Work and shall thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect Materials, plans and equipment on the Site or in transit thereto. In addition to Company’s other rights and remedies under the Contract Documents, Company may, at its discretion, exercise all or any of the following options after exercising its right to terminate under Subparagraph 15.01(A):

1. take possession of the Site and of all Materials, equipment, tools, and construction equipment and machinery thereon owned by the Contractor;

2. accept assignment of subcontracts pursuant to the Contract Documents; and

3. finish the Work by whatever method Company may deem expedient.

C. If Company terminates the Agreement or any applicable Purchase Order for one of the reasons stated in Subparagraph 15.01(A), the Contractor shall not be entitled to receive further payment under the affected Purchase Order until the Work is finished.

D. If the unpaid balance of the Contract Sum exceeds costs of finishing the Work, including compensation for the Engineer’s or Construction Manager’s services and expenses made necessary thereby, such excess shall be paid to the Contractor. If such costs exceed the unpaid balance, the Contractor shall pay the difference to Company. This obligation for payment shall survive termination of the Agreement or applicable Purchase Orders.

E. In completing the Work in accordance with this Paragraph 15.01, Company shall not be required to obtain the lowest price for the Work.

15.02 SUSPENSION BY COMPANY FOR CONVENIENCE

A. Company may, without cause, order the Contractor in writing to suspend, delay or interrupt the Work in whole or in part for such period of time as Company may determine.

B. Subject to Subparagraph 11.01(B), an adjustment shall be made for increases in the cost of performance of the Contract Documents, caused by suspension, delay or interruption. No adjustment shall be made to the extent:

1. that performance is, was or would have been so suspended, delayed or interrupted by another cause for which the Contractor is responsible;

2. that an equitable adjustment for the increased costs is made or denied under another provision of the Contract Documents; or

3. the suspension, delay or interruption does not exceed thirty (30) Days.

C. Adjustments made in the cost of performance may have a mutually agreed fixed or percentage fee.

15.03 TERMINATION BY COMPANY FOR CONVENIENCE

22

A. Company may terminate the Work, in whole or in part, to be performed under the Contract Documents from time to time whenever Company shall determine in its sole and absolute discretion that such termination is in its best interest. Any such termination shall be affected by delivery to Contractor of a written notice specifying the extent to which performance of Work is terminated, and the date upon which such termination shall become effective.

B. Upon receipt of a notice of termination under Subparagraph 15.03(A), Contractor shall, unless the notice directs otherwise, immediately discontinue the Work on that date and to the extent specified in the notice of termination; place no further orders or subcontracts for Materials, equipment, services, facilities, except as may be necessary for completion of such portion of the Work as is not discontinued; promptly make every reasonable effort to procure cancellation upon terms satisfactory to Company, and, thereafter, shall discontinue all Work, orders and subcontracts to the extent they relate to the performance of the discontinued portion of the Work and shall thereafter do only such Work as may be necessary to preserve and protect Work already in progress and to protect Materials, plans and equipment on the Site or in transit thereto.

C. After receipt of a notice of termination under Subparagraph 15.03(A), Contractor shall submit its final Application for Payment within thirty (30) Days of the date of the termination. Contractor shall be entitled to be paid the cost of all Work properly completed by Contractor up to the date of termination not previously paid for, less sums already received by Contractor on account of the portion of Work performed, plus reasonable termination expenses, but not including any lost profit. If at the date of such termination Contractor has properly prepared or fabricated off the Site any goods for subsequent incorporation in the Work, and if Contractor delivers such goods to the Site or to such other places as Company shall direct, then Contractor shall be paid for such goods or Materials.

ARTICLE 16.0 CLAIMS AND DISPUTES

16.01 DEFINITION. A “Claim” is a demand or assertion by one of the parties seeking as a matter of right, adjustment or interpretation of terms of the Contract Documents, payment of money, extension of time or other relief with respect to the terms of the Contract Documents. The term “Claim” also includes other disputes and matters in question between Company and Contractor arising out of or relating to the Contract Documents. Claims must be made by written notice. The responsibility to substantiate Claims shall rest with the party making the Claim.

16.02 TIME LIMITS ON CLAIMS. Claims by Contractor must be made within five (5) Days after occurrence of the event giving rise to such Claim or within five (5) Days after the Contractor first recognizes the condition giving rise to the Claim, whichever is later. Claims must be made by written notice. An additional Claim made after the initial Claim has been implemented by Field Change Order will not be considered unless submitted in a timely manner.

16.03 CONTINUING CONTRACT PERFORMANCE. Pending final resolution of a Claim including arbitration, unless otherwise agreed in writing, the Contractor shall proceed diligently with performance in accordance with the Contract Documents, including without limitation any Field Change Orders or minor changes which are the subject of a Claim, and Company shall continue to make payments in accordance with the Contract Documents.

16.04 WAIVER OF CLAIMS: FINAL PAYMENT. Acceptance by Contractor of Final Payment shall constitute waiver of Claims by Contractor, except for Claims already submitted to Company in writing and unsettled.

16.05 CLAIMS FOR CONCEALED OR UNKNOWN CONDITIONS. If Contractor encounters conditions at the Site which are (1) concealed physical conditions which differ materially from those indicated either in the Contract Documents or which Contractor could not reasonably discover in the course of inspection of the Site as required by the Contract Documents, and (2) unknown physical conditions of an unusual nature, which differ materially from those ordinarily found to exist and generally recognized as inherent in construction activities of the character provided for in the Contract Documents, and which Contractor could not reasonably discover in the course of inspection of the Site as required by the Contract Documents; then Contractor shall promptly give Company notice of the conditions before such conditions are disturbed and in no event later than five (5) Days after first observance of the conditions. If Company determines that the concealed or unknown condition is of the nature described in (1) or (2) above and such condition will cause an increase or decrease in the Contractor’s cost of, or time required for, performance of any part of the Work, the Contract Sum or Contract Time, as applicable, will be equitably adjusted. If Company determines that the conditions at the Site are not of the nature described in (1) or (2) above and no change in the terms of the Contract Documents is justified, Company shall so notify the Contractor in writing, stating the reasons. Claims by Contractor in opposition to such determination must be made within five (5) Days after Company has given notice of the decision.

16.06 INJURY OR DAMAGE TO PERSON OR PROPERTY. If either party to the Contract Documents suffers injury or damage to person or property because of an act or omission of the other party, of any of the other party’s employees or agents, or of others for whose acts such party is legally liable, written notice of such injury or damage, whether or not insured, shall be given to the other party within a reasonable time not exceeding five (5) Days after first observance. The notice shall provide sufficient detail to enable the other party to investigate the matter. Failure to file a timely Claim shall constitute a waiver of the Claim.

16.07 RESOLUTION OF CLAIMS AND DISPUTES

A. Company will review Claims submitted by Contractor and take one or more of the following preliminary actions within ten (10) Days of receipt of a Claim: (1) request additional supporting data from the Contractor, (2) submit a schedule to the Contractor indicating when Company expects to take action, (3) reject the Claim in whole or in part, stating reasons for rejection, (4) approve of the Claim, or (5) suggest a compromise. Company may also, but is not obligated to, notify the surety, if any, of the nature and amount of the Claim.

B. If a Claim has been resolved, Company will prepare appropriate documentation.

23

C. Before initiating litigation or arbitration against the other, Company and Contractor shall first submit all unsettled claims, disputes, and other matters in question arising out of or related to the contract documents, or the breach thereof, to mediation unless delay in initiating arbitration or litigation would irrevocable prejudice one of them. All limitation periods for commencing arbitration or litigation shall be suspended with respect to a dispute submitted to mediation within the applicable limitation period and shall remain suspended until twenty (20) Days after the termination of the mediation. All mediations relating to Projects located in North America shall proceed under the American Arbitration Association Construction Industry Mediation Rules, or the equivalent association’s or agency’s rules in the province where the Work is performed, currently in effect, unless the parties mutually agree otherwise.

16.08 ARBITRATION (For Projects in North America)

A. Controversies and Claims Subject to Arbitration. Subject to Subparagraph 16.08(H) below, any controversy or Claim relating to a Project located within North America arising out of or related to the Contract Documents, or the breach thereof, which cannot be settled by negotiations between Company and Contractor shall be settled by arbitration in accordance with the Construction Industry Arbitration Rules of American Arbitration Association or the equivalent association’s or agency’s rules in the province where the Work is performed, and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Arbitration shall not be commenced until forty-five (45) Days have passed after a Claim has been filed and still unresolved.

B. Rules and Notices for Arbitration. Claims between Company and Contractor not resolved under Paragraph 16.07 shall, if subject to arbitration, be decided by arbitration in accordance with the Construction Industry Arbitration Rules of the American Arbitration Association, or the equivalent association’s or agency’s rules in the province where the Work is performed, currently in effect, unless the parties mutually agree otherwise. Notice of demand for arbitration shall be filed in writing with the other party to the Agreement between Company and Contractor and with the American Arbitration Association, and a copy shall be filed with the Construction Manager and Engineer. The venue for any arbitration shall be Hennepin County, Minnesota. The arbitrator(s) may award only compensatory money damages and shall not award punitive damages or equitable relief.

C. Itemization of Claim Amount in Arbitration. In any arbitration, each party asserting a Claim shall provide the other parties and the arbitrator(s) an itemized claim amount, with all supporting documentation of damages, at least forty-five (45) Days before the date the hearing is scheduled to begin. The other party or parties shall then have ten business days to request further Claim documentation, which the party asserting the Claim must submit within ten (10) business days after receiving the request. This subparagraph supplements, and in no way limits, Company’s right to request additional supporting data from Contractor under Section 16.07.

D. Consolidation or Joinder. In any arbitration arising out of or relating to the Contract Documents, Company, Engineer or Contractor may consolidate or join the Construction Manager, Engineer, Subcontractors, Sub-subcontractors, Material Suppliers, or agents of any of them.

E. Claims and Timely Assertion of Claims. A party who files a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. When a party fails to include a Claim through oversight, inadvertence or excusable neglect, or when a Claim has matured or been acquired subsequently, the arbitrator or arbitrators may permit amendment.

F. Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be final and judgment may be entered upon it in accordance with Applicable Law in any court having jurisdiction thereof.

G. Exclusions. The provisions of this Article 16 shall not apply to:

1. Statutory requirements applicable to the filing of Liens;

2. Company’s right to remove Contractor from the Site in accordance with the Contract Documents;

3. Company’s right to terminate or suspend the Work pursuant to Article 15.

H. Company’s Option Not to Arbitrate. Notwithstanding anything in this Article 16.0 or elsewhere in the Contract Documents, Company may elect in its sole discretion not to arbitrate, and in lieu thereof, to litigate any controversy in a court of competent jurisdiction.

16.09 ARBITRATION (For Projects Outside North America)

A. Arbitration Proceedings. For Projects located outside of North America, the following dispute resolution provision applies: Subject to Subparagraph 16.09(K) below, any dispute arising out of or in connection with the Contract Documents, or breach thereof, which cannot be settled by negotiations between Company and Contractor shall be resolved by arbitration in accordance with the Rules of the International Chamber of Commerce (the Rules), which Rules are incorporated by reference into this clause. The arbitration proceedings will be administered by the International Chamber of Commerce (ICC). All evidentiary matters in the arbitration will be governed by the Rules in effect at the time of the arbitration.

B. Appointment of Arbitrator. One arbitrator will be appointed in accordance with the Rules.

C. Location of Arbitration. The arbitration will take place in London, UK.

D. Language of Arbitration. The language to be used in the arbitral proceeding will be English, and all notices, written communications, written statements, briefs, and similar documents submitted or exchanged in the proceedings will be in English. Any exhibit or item or documentary evidence originally created in a language other than English and submitted in the course of the proceedings will be accompanied by an accurate translation into English, and statements of representatives or witnesses made during oral proceedings in a

24

language other than English will be simultaneously interpreted into English. To the extent not addressed by the foregoing, detailed requirements for translations into English will be established by the arbitral tribunal.

E. Award of the Arbitration. The award of the arbitral tribunal shall be final and binding on Contractor and Company. The arbitral tribunal will render its final binding decision on the matters submitted to it within ninety (90) days (or such other time as Company and Contractor may mutually agree in writing) from the conclusion of the arbitration proceeds.

F. Itemization of Claim Amount in Arbitration. In any arbitration, each party asserting a Claim shall provide the other parties and the arbitrator(s) an itemized claim amount, with all supporting documentation of damages, at least forty-five (45) Days before the date the hearing is scheduled to begin. The other party or parties shall then have ten business days to request further Claim documentation, which the party asserting the Claim must submit within ten (10) business days after receiving the request. This subparagraph supplements, and in no way limits, Company’s right to request additional supporting data from Contractor under other provisions of the Contract Documents.

G. Consolidation or Joinder. In any arbitration arising out of or relating to the Contract Documents, Company, Engineer or Contractor may consolidate or join the Construction Manager, Engineer, Subcontractors, Sub-subcontractors, Material Contractors, or agents of any of them.

H. Claims and Timely Assertion of Claims. A party who files a notice of demand for arbitration must assert in the demand all Claims then known to that party on which arbitration is permitted to be demanded. When a party fails to include a Claim through oversight, inadvertence or excusable neglect, or when a Claim has matured or been acquired subsequently, the arbitrator or arbitrators may permit amendment.

I. Judgment on Final Award. The award rendered by the arbitrator or arbitrators shall be final and judgment may be entered upon it in accordance with Applicable Law in any court having jurisdiction thereof.

J. Exclusions. The provisions of this Article 16 shall not apply to:

1. Statutory requirements applicable to the filing of Liens;

2. Company’s right to remove Contractor from the Site in accordance with the Contract Documents; or

3. Company’s right to terminate or suspend the Work pursuant to Article 15.

K. Company’s Option Not to Arbitrate. Notwithstanding anything in this Article 16.0 or elsewhere in the Contract Documents, Company may elect in its sole discretion not to arbitrate, and in lieu thereof, to litigate any controversy in a court of competent jurisdiction.

ARTICLE 17.0 MISCELLANEOUS PROVISIONS

17.01 GOVERNING LAW. The Contract Documents shall be governed by and construed in accordance with the laws of the state, or province, or other jurisdiction (if outside the U.S. or Canada) where the Project is located.

17.02 SUCCESSORS AND ASSIGNS. Company and Contractor respectively bind themselves, their partners, successors, assigns, and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Neither party to the Contract Documents shall assign the Contract Documents as a whole without written consent of the other. If either party attempts to make such an assignment without such consent, that party shall nevertheless remain legally responsible for all obligations under the Contract Documents.

17.03 RIGHTS AND REMEDIES

A. Duties and obligations imposed by the Contract Documents and rights and remedies available thereunder shall be in addition to and not a limitation of duties, obligations, rights and remedies otherwise imposed or available by Applicable Law. Any action by Company against Contractor may include an action for consequential damages.

B. Except as specifically provided otherwise in the Contract Documents, no action or failure to act by Company or Contractor shall constitute a waiver of a right or duty afforded them under the Contract Documents, nor shall such action or failure to act constitute approval of or acquiescence in a breach thereunder, unless specifically agreed in writing.

C. All representations, warranties and guarantees contained in the Contract Documents shall survive Final Payment and termination of the Agreement or any Purchase Orders, unless expressly provided otherwise.

17.04 COMMENCEMENT OF STATUTORY LIMITATION PERIOD. The commencement of statutory limitation periods shall be determined in accordance with Applicable Law, provided, however, that with respect to latent defects in the Work, the statutory limitations period shall not begin to run until such defect is discovered by Company.

17.05 DISCRIMINATION/SUPPLIER CODE OF CONDUCT. Contractor agrees not to discriminate in its employment practice and to abide by all laws relating to hiring, termination, promotion and similar law relating to employee relations. In addition, Contractor follow all aspects of General Mills Supplier Code of Conduct, which can be found at www.generalmills.com/suppliercode. Failure to follow the Supplier Code of Conduct in all respects shall permit Company to immediately terminate this Agreement without penalty.

17.06 SMALL BUSINESS COMPLIANCE. In order that Company may comply with its contracts with the federal government, Contractor agrees to comply with the following language required by law in the event the Work is performed United States:

25

A. It is the policy of the United State that small business concerns and small business concerns owned and controlled by socially and economically disadvantaged individuals shall have the maximum practicable opportunity to participate in the performance on contracts let by any federal agency, including contracts and subcontracts for subsystems, assemblies, components, and related services for major systems. It is the further policy of the United States that its prime contractors establish procedures to ensure the timely payments of amounts due pursuant to the terms of their subcontracts with small business concerns and small business concerns owned and controlled by socially and economically disadvantaged individuals.

B. Contractor hereby agrees to carry out this policy in the awarding of subcontracts to the fullest extent consistent with the efficient performance of the Contract Documents. Contractor further agrees to cooperate in any studies or surveys as may be conducted by the United States Small Business Administration or the awarding agency of the United States as may be necessary to determine the extent of the Contractor’s compliance with the clause.

C. As used in this Paragraph, the term “small business concern” shall mean a small business as defined pursuant to Section 3 of the Small Business Act (15 U.S.C. § 632) and relevant regulations promulgated pursuant thereto. The term “small business concern owned and controlled by socially and economically disadvantaged individuals” shall mean a business concern:

1. Which is at least 51 per centum owned by one or more socially and economically disadvantaged individuals, or in the case of any publicly owned business, at least 51 per centum of the stock of which is owned by one or more socially and economically disadvantaged individuals; and

2. whose management and daily business operations are controlled by one or more of such individuals.

3. The Contractor shall presume that socially and economically disadvantaged individuals include Black Americans, Hispanic Americans, Native Americans, Asian Pacific Americans, and other minorities, or any other individual found to be disadvantaged by the Administration pursuant to Section 8(a) of the Small Business Act (Subsection (a) of this Section).

4. Contractors acting in good faith may rely on written representations by their subcontractors regarding their status as either a small business concern or a small business concern owned and controlled by socially and economically disadvantaged individuals.

17.07 CONFIDENTIALITY. All processes, documents, data, Material, policies, or other information pertaining to Company’s business which is learned by Contractor or furnished to Contractor in connection with the Contract Documents shall be maintained by Contractor in strict confidence and shall not be disclosed by Contractor to any person or entity at any time for any reason. In furtherance of this provision, Contractor agrees to execute such confidentiality agreements as requested by Company from time to time, and to require its Subcontractors, Sub-subcontractors and Material Suppliers to execute like agreements.

17.08 COMPUTATION OF TIME. Period of time referred to in the Contract Documents by “days” shall include the first and last day of such period. If the last day of any such period fall on a Saturday, Sunday or a legal holiday in the jurisdiction of the Project, such day shall be omitted.

17.09 SEVERABILITY. Each provision of the Contract Documents is severable, and if any provision shall be finally determined to be invalid, illegal or unenforceable in any jurisdiction, the remaining provisions shall not be affected thereby nor shall said provisions be invalid in any other jurisdiction.

17.10 ENVIRONMENTAL FILINGS. Contractor shall not submit, file or deliver to any Federal, State or Local government agency, office, division or department, any Company document(s) or information in connection with any environmental permit application or permit required reporting without the prior consultation and approval of Company.

END OF DOCUMENT

Rev: April 2020