GENERAL CONDITIONS OF THE AGREEMENT

BETWEEN OWNER AND DESIGN/BUILDER

ON A COST PLUS BASIS WITH A GUARANTEED MAXIMUM PRICE

DATE AS OF [______], 2011

DEFINITIONS

Defined Terms. Capitalized terms used but not separately defined in the Agreement shall have the following meanings:

“AAA” has the meaning given thereto in Section 15.1.

“Actual Costs” are those costs set forth at Exhibit A to the Agreement including sales or use tax paid by Design/Builder to the extent not related to the engineering and Performance Guarantee.

“Agreement.” The certain Agreement between Owner and Design/Builder on a Cost Plus Basis with a Guaranteed Maximum Price, dated as of the ____________ day of ___________, 2010, covering the Work, together with each of the documents, schedules, exhibits and other writings incorporated therein as set forth in Section 1.2 thereof.

“Application for Payment.” The form which is to be used by Design/Builder in requesting any Progress Payment or the Final Payment and which is to be accompanied by such supporting documentation as is required by the Agreement.

“Asbestos.” Any material that contains more than one percent (1%) asbestos and is friable or is releasing asbestos fibers into the air above current action levels established by Laws and Regulations.

"Audit Rights" has the meaning set forth in Section 13.9.

“Bonds.” Performance and payment bonds and other instruments of security.

“Cash Flow Projection.” A schedule to be prepared by Design/Builder, based on the agreed Schedule of Values, estimating that portion of the Contract Price to be due during each month of performance.