Jan 24 Board Meeting

PEDC Special Meeting Agenda: 01/11/2024 1 of 1 PASADENA ECONOMIC DEVELOPMENT CORPORATION 1149 Ellsworth Drive Pasadena, TX 77506 PASADENA ECONOMIC DEVELOPMENT CORPORATION NOTICE TAKE NOTICE that the Board of Directors (“the Board”) of the Pasadena Economic Development Corporation will hold a Pre-Board meeting at 3:00 p.m. and a Board meeting immediately following the Pre-Board Meeting, in the Pre-Council Conference Room, 1149 Ellsworth Drive, Pasadena, Texas, on Thursday, January 11, 2024. At such meeting, the Board will consider the matters numbered below. The public will be permitted to offer regular public comments and/or public hearing comments as permitted by the presiding officer during the meeting. All speakers MUST sign in prior to the Pre-Board Meeting and will be allotted two (2) minutes to provide their comments. BOARD MEETING AGENDA 1. Call to order. 2. Invocation – Angela West, Board Member 3. Pledges of Allegiance – Ernesto Paredes, Board Secretary 4. Public Comments. 5. Public Hearing. a. Consideration to authorize Staff to execute a Design-Build Contract with Way-Tech, Inc. for the Pasadena Convention Center Expansion and Renovation Project (CIP# M029) for a total amount of $49,992,334.80. 6. Board Actions – Resolutions. a. Consideration to authorize Staff to execute a Design-Build contract with Way-Tech, Inc. for the Pasadena Convention Center Expansion and Renovation Project (CIP# M029); Design Development Phase in the amount of $2,077,751.00 with a 10% contingency in the amount of $207,775.10 for a total of $2,285,526.10; Project Construction Phase subtotal in the amount of $33,377,756.00 with a 10% contingency in the amount of $3,337,775.60, additional project costs in the amount of $8,878,466.00, a 5% project contingency in the amount $2,112,811.10 for a total of $47,706,808.70. Total Project appropriation is in the amount of $49,992,334.80. 7. Comments by Board Members. 8. Adjournment.

Notice of Public Hearing Pasadena Economic Development Corporation In accordance with the Development Corporation Act, Section 505.159(a) of the Texas Local Government Code, a public hearing will be held by the Pasadena Economic Development Corporation, a Type B economic development corporation, on Thursday, January 11, 2024, at 3:00 P.M. in the Pre-Council Conference Room, located at 1149 Ellsworth Drive, Pasadena, Texas, to consider and take action upon the following project: Execute a Design-Build contract with Way-Tech, Inc. for the Pasadena Convention Center Expansion and Renovation Project (CIP# M029) for a total amount of $49,992,334.80. It is requested that you make your views known, either in person or by writing to the Pasadena Economic Development Corporation.

TO: Board of Directors FROM: Rick Guerrero DATE: January 5, 2024 SUBJECT: M029: Pasadena Convention Center Expansion & Renovation Project – DesignBuild Contract with Way-Tech, Inc. SUMMARY: The 2023 Strategic Plan again identified the Pasadena Convention Center as a Catalyst Project and reiterated that it is a critical component for Pasadena’s economic growth. In the last couple of years, the City and PEDC have partnered on a variety of infrastructure improvements that include road and parking improvements and the latest includes electrical and related infrastructure work in and around the Convention Center site. All of this has been done with the goal of reimagining the Convention Center area as a cohesive district, driving new energy, investment, and business growth. After years of discussion and studies surrounding the need for redevelopment of the property, in October of 2023 the Pasadena EDC Sales Tax Revenue Bonds, Series 2023 were approved by the PEDC Board and City Council and issued in the amount of $50M for the purpose of construction, expansion and improvements to the City of Pasadena Convention Center. In July 2023, Staff and Way-Tech, Inc. presented preliminary plans (schematics) to the Board. Way-Tech has since been refining the design of the expansion and renovation of the Convention Center as well as developing a cost estimate for construction that helped determine the amount of bonds that were sold. If approved, Way-Tech, Inc. will be completing the work in two phases: 1.) Design Development and 2.) Project Construction with an estimated completion date in the 4th Quarter of 2025. Staff recommends approval of this Design-Build contract with Way-Tech, Inc. for the Pasadena Convention Center Expansion and Renovation Project (CIP# M029) for a total amount of $49,992,334.80. 2023 STRATEGIC PLAN UPDATE JUSTIFICATION: Section 4.5 – Reimagine renovations and additions to the Convention Center to include creative uses of the space, such as new cultural events and multiuse facilities. CURRENT ACTION: Consideration to negotiate and execute a design-build contract with Way-Tech, Inc. for the Pasadena Convention Center Expansion and Renovation Project (CIP# M029) for a total appropriation in the amount of $49,992,334.80. PRIOR ACTION: At the October 2023 meeting, the Board approved the issuance of sales tax revenue bonds in the amount of $50M for the construction, expansion, and improvements to the Pasadena Convention Center. BUDGET FUNDING: EDCM029-7998 ATTACHMENTS: 1 - Draft Agreement & Exhibits

DESIGN - BUILD AGREEMENT BETWEEN PEDC and DESIGN-BUILDER FOR PASADENA CONVENTION CENTER EXPANSON AND RENOVATION PROJECT. TABLE OF CONTENTS: Article I General Definitions Page 03 Article l I General Laws Governing Construction Page 08 Article III Drawings and Specifications Page 11 Article IV Construction Bonds Page 13 Article V Insurance Requirements Page 14 Article VI Workers’ Compensation Insurance Coverage Page 16 Article VII General Responsibilities of PEDC and the Design-Builder Page 19 Article VIII Additional Design-Builder Responsibilities when PEDC Awards Page 29 Non-Design-Builder Work Article IX The Design-Builder’s Responsibility for Jobsite Safety Page 30 Article X Materials and Workmanship; Licensing and Testing Page 31 Article XI Submittals Page 34 Article XII Quality Control and Quality Assurance During Construction Page 35 Article XIII Design – Build Agreement Payments Page 36 Article XIV Closing Inspections Page 38 Article XV Right of Occupancy Page 39 Article XVI Final Acceptance and Payment Page 40 Article XVII Design-Builder’s Warranty and Guarantee Page 41 Article XVIII Concealed Site Conditions Page 42 Article XIX Change Orders Page 43 Article XX Administration of Change Order Requests Page 45

Article XXI Time Allotted for Performance; Construction Schedules Page 46 Article XXII Modification of the Contract Time Page 47 Article XXIII Termination and Suspension of the Design – Build Agreement Page 49 Prior to Completion Article XXIV Miscellaneous Page 51 Article XXV Indemnification Page 53 Signatures Page 54 Exhibits Exhibit A Legal Description of Site Exhibit B Accepted Plans and Specifications Exhibit C Guaranty Exhibit D Schedule of Values Exhibit E Intentionally Left Blank Exhibit F Information provided to Design-Builder (§4.7) Exhibit G Project Schedule Exhibit H HUB Subcontracting Plan Report Exhibit I Commissioning Reports

Page 3 DESIGN – BUILD AGREEMENT BETWEEN OWNER and DESIGN-BUILDER FOR PASADENA CONVENTION CENTER EXPANSION AND RENOVATION PROJECT CIP Project No. M029 This Design – Build Agreement between the PASADENA ECONOMIC DEVELOPMENT CORPORATION, a Texas non-profit corporation (hereinafter referred to as “PEDC”) and WAY-TECH, INC., a Texas corporation (hereinafter referred to as “Design-Builder”) is entered into on this day of , 2023. RECITALS: A. This Design – Build Agreement is entered into in furtherance of a design/build award to Way-Tech, Inc., a Texas corporation. Design-Builder to perform all services in connection with the design, development, construction and renovation of the existing Pasadena Convention Center consisting of the construction of an approximately 100,000 square feet building; construction of a main lobby and concourse of approximately 6,500 square feet; and renovations to the existing convention center. The DesignBuilder shall perform all design and construction services, and provide all material, equipment, tools and labor necessary to complete the Work described in and reasonably inferable from the Contract Documents. B. Immediately upon execution of this Design - Build Agreement, Way-Tech, Inc., will simultaneously execute and deliver to PEDC an Absolute Guaranty by Way-Tech, Inc., for performance of all of the Design - Builder's obligations under this Design - Build Agreement. NOW, THEREFORE, in consideration of the mutual covenants set forth herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties do hereby agree as follows: Article I - General Definitions Unless the context clearly requires another meaning, the following terms shall have the meaning assigned herein: 1.1 Allowances - is defined in Section 7.8.1. 1.2 Accepted Plans and Specifications - means the design narrative and performance specifications and design drawings identified on Exhibit B attached hereto.

Page 4 1.3 Architect/Engineer - means a person registered as an architect pursuant to Texas Occupations Code Chapter 1051, as a landscape architect pursuant to Texas Occupations Code Chapter 1051, and/or a person licensed as a professional engineer pursuant to Chapter 1001, or a firm employed by Design - Builder to provide professional architectural or engineering services and/or performing certain Design - Build Agreement administration responsibilities. 1.4 Architect/Engineer Team – means the design professionals practicing in their specific field of Architecture or Engineering fields to provide professional services for the project. The Architect/Engineer Team for this specific project is: Design Architect Swart Associate Architect Gruesel Structural Engineer CGJ MEP Engineer Collaborative Civil Engineer Sikes Landscape Architect Vitro Mechanical Consultant Straus 1.5 Change Order - means a written modification of the Design - Build Agreement between PEDC and the Design - Builder that changes the Contract Sum or the Contract Time. 1.6 Change Order Proposal Evaluation (CPE) - means a Design - Buildergenerated document in response to a Change Order Request (COR) which states the adjustment necessary to change any Sum and/or Time in response to the changed work described in the Change Order Request (COR). 1.7 Change Order Request (COR) - means a document generated by PEDC which describes a change in the Work, including a description and sketches or drawings, as necessary, to inform the Design - Builder of the nature of the change. 1.8 Claim - means a dispute for which an agreed resolution between the Design - Builder or its successor and PEDC cannot be made informally. 1.9 Closeout - means the process of completing all details of both construction and commissioning. The Closeout period is the time from the Date of Substantial Completion until final payment. 1.10 Close-out documents - means the Record Drawings, standard product brochures, product/equipment maintenance and operations instructions, manuals, test reports, commissioning reports identified on Exhibit I attached hereto, warranties, etc., and as may be further defined or identified and required by the Contract Documents. 1.11 Commissioning - means placing the Project into full and proper operation, including starting and adjusting equipment and systems, functional performance

Page 5 training and testing, otherwise demonstrating compliance with the Contract Documents, correcting defects and obtaining any necessary permits. 1.12 Construction Drawings - means the construction drawings prepared by the Architects/Engineers that establish in detail the quality levels of materials and systems required for the Project. 1.12 a Construction – means the work required by the Design-Builder to construct the project in accordance with the Construction Drawings 1.13 Contract - means the Design - Build Agreement between PEDC and the Design - Builder. 1.14 Contract Date - is the effective date of this Design - Build Agreement first set forth above. 1.15 Contract Documents - means the Accepted Plans and Specifications; Design - Build Agreement; Absolute Guaranty; any Change Orders issued after execution of the Design - Build Agreement; Close-Out documents; and performance and payment bonds which are all incorporated in this Design - Build Agreement for all purposes. 1.16 Contract Sum - means the total compensation payable to the Design - Builder for completion of the Work and Professional Design Services as set forth in Preliminary Budget Summary dated July 11, 2023, and revised August 29, 2023 based on Schematic Drawings dated June 23, 2023 and Narratives dated June 29, 2023 and July 6, 2023, subject to increase or decrease at the end of the Design Development/Cost Estimate Phase as set forth in Section 13.1 and 23.1a hereof, as subsequently adjusted by any Change Order(s). 1.17 Contract Time - means the period between Date of Commencement and the date scheduled for Substantial Completion of the Work as set forth in Exhibit G and as may be amended by Change Order(s). 1.18 Date of Commencement - means the effective date of this Design - Build Agreement. 1.19 Day - means a calendar day, unless otherwise specifically stipulated. 1.20 Delivery Dates - means the respective target dates for Substantial Completion of each phase of the Work as set forth in the Project Schedule. 1.21 Design Development/Cost Estimate Drawings - means the Work product of the Architect/Engineer which illustrate and describe the refinement of the design of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. 1.21a Design Development/Cost Estimate Phase– means the process by which the

Page 6 Architects/Engineers illustrate and describe the refinement of the design and cost review of the Project, establishing the scope, relationships, forms, size and appearance of the Project by means of plans, sections and elevations, typical construction details, and equipment layouts. 1.22 Design - Builder means Way-Tech, Inc., a Texas corporation, effective as of the date of this Agreement. 1.23 Design - Builder's Authorized Representative (DAR) - is defined in Section 7.6.2. 1.24 Dispute means a disagreement between PEDC and the Design - Builder or its successor over the interpretation of the Contract Documents. 1.25 Environmental Laws - means any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant to the federal, state or local laws, regulations, rules or ordinance now or hereafter in effect relating to environmental matters. 1.26 Final Completion - means the date when the Work is fully performed, according to the Design - Build Agreement, as verified by a certificate of substantial completion issued by the Architect/Engineer, and the Project is delivered to PEDC in accordance with the provisions of this Design - Build Agreement; subject to PEDC’s right to challenge such determination of Final Completion as set forth herein. 1.27 Guaranty – means the Absolute Guaranty of Design – Build Agreement of even date herewith executed by Way-Tech, Inc., for the benefit of PEDC, pursuant to which Way-Tech, Inc., guarantees the full performance of all obligations of Design - Builder under this Design - Build Agreement in the form as that attached hereto as Exhibit C. 1.28 Hazardous Materials - is defined in Section 2.6.4. 1.29 Known Hazardous Materials - is defined in Section 2.6.2. 1.30 Non Design - Builder Work - is defined in Section 8.1. 1.31 PEDC – means the Pasadena Economic Development Corporation, a Texas non-profit corporation. 1.32 Project - means the design and construction of certain improvements upon the Site consisting of (i) the base building elements and interior improvements, the scope of which is outlined in the Accepted Plans and Specifications and (ii) the Site work on the Site consisting of landscaping, sidewalks, driveways, parking areas and related improvements, all in accordance with the drawings, plans and specifications described on Exhibit B and included within the Accepted Plans and Specifications and any Change Orders thereto.

Page 7 1.33 Project Schedule - means the periods of time needed for staging and completion of each element of the Work between Date of Commencement and the date scheduled for Substantial Completion of each phase of the Work, as may be amended by Change Order, as set forth on Exhibit G. 1.34 Property - means the Pasadena Convention Center generally located at 7902 Fairmont Parkway, Pasadena, Texas, as further described in Exhibit A which is attached hereto of which the Site is a part. 1.35 Samples - means the physical examples of materials, equipment or workmanship, that are representative of some portion of the Work and which establish standards by which the Work will be judged for acceptance. 1.36 Schedule of Values - means the detailed breakdown of the cost of the materials and labor necessary to accomplish the Work attached hereto as Exhibit D, as amended pursuant to this Design - Build Agreement. 1.37 Site - means the real property made available by the City of Pasadena or PEDC as described on Exhibit A and referenced in Section 1.34 above. 1.38 Subcontractor - means a person or organization that, as an independent contractor, contracts directly or indirectly with the Design - Builder or its successor to perform part or all of the Work. The term does not include the Architect/Engineer. PEDC acknowledges that Design - Builder may subcontract with a general contractor to perform all or a portion of the Work and that that general contractor may, in turn, as a Subcontractor to Design - Builder, subcontract with additional subcontractors to perform part or all of the Work. 1.39 Submittals - means the shop drawings, drawings, diagrams, illustrations, schedules, performance charts, brochures and other data which are prepared by the Design - Builder or any Subcontractor, manufacturer, supplier or distributor, and which illustrate some portion of the Work, and are delivered to PEDC under Section 3.1, hereof. 1.40 Substantial Completion - means, with respect to each phase of the Work, the date established by the Architect/Engineer by issuance of a Certificate of Substantial Completion, signed by the Architect/Engineer, confirming that the Work for the phase in question is sufficiently complete in accordance with the Accepted Plans and Specifications so that PEDC can occupy or utilize the improvements covered in the applicable phase for their intended use without material interference from Design - Builder's on-going performance of those portions of the Work which remain to be completed; subject to PEDC’s right to challenge such determination as provided herein. The Work shall consist of a single-phase construction of new facilities and renovation of existing facilities at the Property, as more particularly delineated on Exhibit B attached hereto. The date of Substantial Completion of the Work shall be established as set forth in Article XIV. 1.41 The City of Pasadena (COP) - means the City of Pasadena, Texas.

Page 8 1.42 The PEDC’s Designated Representative (DR) - means Robin S. Green, Jr., PE, Public Works Director City of Pasadena, and anyone else whom, with prior notice to Design - Builder, PEDC may designate as a DR or PEDC’s Designated Representative, which individual(s) so appointed or assigned by PEDC shall be PEDC’s on-site representative during the Project. 1.43 The PEDC’s Authorized Signatories means – Robin S. Green, Jr., P.E. and anyone else whom, with prior notice to Design - Builder, PEDC may designate as PEDC Authorized Signatory. Only PEDC’s Authorized Signatories shall have the authority to act to provide direction as may be required to facilitate construction as provided herein on behalf of PEDC. 1.44 Unit Price Work - means work to be paid for on the basis of unit prices. 1.45 Unilateral Change Order (ULCO) - means a Change Order issued by PEDC without the agreement of the Design - Builder. 1.46 Work - means all Architect/Engineer services and project administration for, and the complete construction of, the Project, together with procurement services, and includes labor necessary to produce such construction, and materials and equipment incorporated or to be incorporated in such construction. The parties expressly agree that the Work shall not include NonDesign - Builder Work (hereinafter defined). (However, Design - Builder will coordinate certain Non-Design - Builder Work without a Change Order as provided in Section 7.2.4, hereof. In the event Non-Design - Builder Work causes a change as to time or Scope of Work for the Design - Builder, PEDC shall issue a Change Order. Article II - General Laws Governing Construction 2.1 Compliance with Laws. In the execution of the Design - Build Agreement and the Work, the Design - Builder shall comply with all applicable State and Federal laws, including but not limited to, laws governing labor, equal employment opportunity, safety, environmental protection and prevailing wage rates. The Design - Builder shall make himself familiar with and at all times shall observe and comply with all Federal, State and Local laws, ordinances and regulations which in any manner affect the conduct of the Work. 2.1.1 Fees and Permits. The Design - Builder shall cooperate with city or other governmental officials at all times where their jurisdiction applies. The Design - Builder shall make application pay all fees and provide supporting documentation necessary to secure permits, which are required for the performance of the Design - Build Agreement and the Work. The Design - Builder has a continuing obligation throughout the term of the Design - Build Agreement to conduct his operations under duly issued permits and, in the event the Design - Builder loses or has revoked a necessary permit, the Design - Builder must take immediate steps to apply for and receive

Page 9 another permit. PEDC hereby confirms to Design - Builder that the City of Pasadena building permits will be required for work on the Project. 2.1.2 Change in Laws. If there is any change between the date hereof and Final Completion in any applicable legal requirements which requires a change in the Work in order to avoid a violation of any such applicable legal requirement, Design - Builder shall be responsible for changing the Work in order to avoid a violation of such legal requirements, but the parties shall execute a Change Order to adjust the Contract Sum and/or Contract Time, if applicable, as a result of any increase or decrease in costs or delay as a result of such change in legal requirements. If there is a change in any applicable legal requirement but the Work or portion thereof affected by such change is deemed to be "grandfathered" (i.e., the applicable legal requirement does not require that the Work be changed), such portion of the Work shall nevertheless be deemed to be in compliance with such applicable legal requirements and Design - Builder shall not be required to change the Work to otherwise comply with such changed legal requirements. 2.2 State Sales and Use Taxes. PEDC qualifies for exemption from State and Local Sales and Use Taxes pursuant to the provisions of Chapter 151, Texas Tax Code. The Design - Builder to the extent allowed by law shall claim exemption from payment of applicable State taxes by complying with such procedures as may be prescribed by the State Comptroller of Public Accounts. 2.3 Venue for Suits. The venue for any suit brought for breach of the Design - Build Agreement for this Project shall be in a court of competent jurisdiction in Harris County, Texas. 2.4 Licensing of Trades. The Design - Builder shall comply with all applicable provisions of state law relating to required licensing of the Architect/Engineer and all skilled tradesmen, contractors, material men, suppliers and or laborers, as necessary to accomplish the Work. 2.4.1 In the event the Design - Builder, the Architect/Engineer or one of the Design - Builder's Subcontractors lose a required license for any reason during the term of performance of the Design - Build Agreement, the Design - Builder shall promptly hire or contract with a licensed provider of the service at no additional cost to PEDC. 2.5 Patents and Copyrights - The Design - Builder shall be responsible at all times for compliance with applicable patents or copyrights encompassing, in whole or in part, any design, device, material, or process utilized, directly or indirectly, in the performance of the Work. 2.5.1 Whether or not PEDC has specified the use of a particular design, devise, material or process, the Design - Builder shall pay all royalties and license

Page 10 fees and shall provide, prior to commencement of the Work where under, and at all time during the performance of same, for the lawful use of any design, device, material or process covered by letters patent or copyright by suitable legal agreement with patentee, copyright holder or their duly authorized representative. 2.6 Environmental Laws - At all times, the Design - Builder shall conduct its activities in compliance with applicable Environmental Laws and regulations relating to the environment, and its protection. 2.6.1 The Design - Builder is responsible for obtaining and maintaining permits related to storm water run-off for the Site. The Design - Builder covenants to provide inspection and conduct its operations consistent with storm water run-off permit conditions. 2.6.2 The Design - Builder shall be responsible for any Hazardous Materials brought to the site by Design - Builder, its Subcontractor, suppliers or anyone else for whom Design - Builder is responsible. No Hazardous Materials shall be incorporated into the Work without the prior approval of PEDC. Design - Builder shall not be responsible for any Hazardous Materials existing on, under, upon or within the Property as of the date hereof or hereafter introduced onto or within the Property by PEDC or its contractors, subcontractors, suppliers, employees, agents, representatives or anyone else for which PEDC is responsible, or any environmental damage related thereto or requirements to mitigate such damage or restore the Property to any level of compliance with any federal or state governmental agency; provided that Design - Builder shall be responsible for Design - Builder's or its Subcontractors' negligence in dealing with any Hazardous Materials, the existence of which has been disclosed to Design - Builder pursuant to the information provided to Design - Builder and identified on Exhibit F ("Known Hazardous Materials") and shall not cause any incremental environmental damage as a result of any Known Hazardous Materials. PEDC shall be responsible for any currently existing Hazardous Materials or any resulting environmental damage or requirements to mitigate such damage or restore the Property to any level of compliance with any federal or state governmental agency, and if Design - Builder incurs any expenses or costs as a result of any such existing Hazardous Materials, Design - Builder shall be entitled to a Change Order for such increased costs or extension of the Delivery Dates to the extent attributable to such Hazardous Materials, subject to PEDC’s right to dispute any such claim. 2.6.3 Design - Builder shall not directly or indirectly through any employees, agents, representatives, Subcontractors, invitees or any other persons occupying the Property or any portion thereof by, through or under Design - Builder (but excluding PEDC and its employees, agents, representatives, contractors, subcontractors, invitees or any other persons occupying the Property or any portion thereof by, through or under PEDC) cause the pollution of air, soil, and water in, on, under, and around the Property or improvements through the release or discharge of any Hazardous Materials.

Page 11 Design - Builder, at its sole cost and expense, shall take any and all corrective action required by any applicable federal, state, county, municipal, and other laws, codes, ordinances, rules, and regulations to clean up, remove, and abate any and all soil contamination, groundwater contamination, or any other contamination of the Property caused directly or indirectly by any release or discharge of any Hazardous Materials in, on, under, and around the Property by Design - Builder and/or Design - Builder's employees, agents, representatives, Subcontractors, invitees, or any other persons occupying the Property or any portion thereof by, through, or under Design - Builder (but excluding PEDC and its employees, agents, representatives, contractors, subcontractors, invitees or any other persons occupying the Property or any portion thereof by, through or under PEDC). Design - Builder shall not have any responsibility or liability for, and PEDC shall be, as between PEDC and Design - Builder, responsible and liable for the monitoring, handling, remediation, disposal, clean-up, removal and/or abatement of any pre-existing soil contamination, ground water contamination or any other contamination of the Property, known or unknown, existing as of the date hereof, except to the extent any such liability or damage is caused by the Design - Builder's or its Subcontractor's negligence in dealing with any Known Hazardous Materials. 2.6.4 As used herein, the term "Hazardous Materials" means (i) hazardous wastes, hazardous substances, hazardous constituents, toxic substances or related materials, whether solids, liquids or gases, including but not limited to substances defined as "hazardous wastes," "hazardous substances," "oils," "toxic substances," "pollutants," "contaminants," "radioactive materials," or other similar designations in, or otherwise subject to regulation under any permits, licenses, approvals, plans, rules, regulations or ordinances adopted, or other criteria and guidelines promulgated pursuant federal, state or local laws, regulations, rules or ordinance now or hereafter in effect relating to environmental matters (collectively the "Environmental Laws"); and (ii) any other substances, constituents or wastes subject to any applicable federal, state or local law, regulation or ordinance, including any environmental law, now or hereafter in effect, including but not limited to (A) petroleum, (B) refined petroleum products, (C) waste oil, (D) waste aviation or motor vehicle fuel and (E) asbestos. 2.7 Antiquities - Design - Builder shall take precaution to avoid disturbing primitive records and antiquities of archaeological, pale anthropological or historical significance. No objects of this nature shall be disturbed without written permission from PEDC and the Texas Historical Commission. When such objects are uncovered unexpectedly, the Design - Builder shall stop all work in close proximity and notify the DR and the Texas Historical Commission of their presence and shall not disturb them until written permission and permit to do so is granted. All primitive rights and antiquities, as defined in Chapter 191, Texas Natural Resource Code, discovered on PEDC’s property shall remain property of State of Texas, the Texas Historical Commission. If it is determined by PEDC, in consultation with the Texas Historical Commission that exploration or excavation of primitive records or antiquities on Project Site is necessary to avoid loss; Design - Builder shall

Page 12 cooperate in salvage work attendant to preservation. If the Work stoppage or salvage work causes an increase in the Design - Builder's cost of, or time required for, performance of the Work, Design - Builder shall be entitled to an adjustment by Change Order as provided herein. PPPPPEDCP olitical Political Political Article III - Drawings and Specifications 3.1 Ownership of Drawings and Specifications - All drawings, specifications and copies thereof furnished by the Design - Builder are, and shall remain, PEDC’s property after payment for services rendered; provided that PEDC shall, as between PEDC on the one hand and Design - Builder and the Architect/Engineer on the other hand, be responsible for and shall release and forever discharge Design - Builder and the Architect/Engineer from any and all claims, suits, demands, damages, losses, liabilities, costs and expenses, including reasonable attorneys' fees, arising out of any reuse of drawings and specifications or modification or alteration of the same on any project other than the Project for which such drawings and specifications were originally created. 3.2 Copies Furnished. - PEDC will be furnished at no additional cost, drawing copies. 3.3 Interrelation of Documents - The Schematic Design Drawings, Design Development Drawings and Construction Drawings depict the location and quantity of elements of the Work. The specifications produced by the Architect/Engineer indicate quality. All documents are intended to be complimentary to produce the Work. 3.4 Resolution of Conflicts in Documents - 3.4.1 In the event of a conflict between (a) Design Schematic Drawings, Design Development Drawings and/or Construction Drawings and (b) specifications produced by the Architect/Engineer, the specifications shall prevail. In the event of a conflict among provisions of specifications, using the CSI (Construction Standards Institute) format, what is called for in the division of the predominant discipline will govern inconsistent provisions found elsewhere. In the event of conflict between drawings and specifications, the better quality will prevail; provided that in any event, Design - Builder shall not be required to provide any work in excess of the Scope of Work set forth in Exhibit B. 3.4.2 In the event of conflict among the drawings, the large-scale drawings will prevail over the small scale drawings or the greater quantity will prevail. 3.5 Design - Builder's Duty to Review Contract Documents - In order to facilitate its responsibilities for completion of the Work in accordance with and as reasonably inferable from the Design - Build Agreement and Accepted Plans and Specifications, prior to commencing the Work, the Design - Builder shall examine and compare the listed documents with any information furnished by PEDC

Page 13 pursuant to Section 3.7; relevant field measurements made by the Design - Builder; and any visible conditions at the Site affecting the Work. 3.6 Discrepancies and Omissions in Drawings and Specifications.- 3.6.1 If in the course of the performance of the obligations in Section 3.5, the Design - Builder discovers any errors, omissions or inconsistencies in the drawings and specifications, the Design - Builder shall promptly report them to PEDC and remedy errors, omissions or inconsistencies at no cost to. 3.6.2 If the Design - Builder fails to perform the examination and reporting obligations of errors, omissions, or inconsistencies described in Sections 3.5 and 3.6.1, the Design - Builder shall be responsible for any avoidable costs or direct damages to PEDC, including the cost of remedy. 3.7 Other Information Provided to Design - Builder - PEDC may provide Design - Builder with information, reports, pictures, archived plans or other items identified on Exhibit F attached hereto, which are not contained within the Design - Build Agreement, but which Design - Builder should review and use pursuant to Section 3.5. Article IV - Construction Bonds 4.1 Performance and Payment Bonds - The Design - Builder is required to tender to PEDC, prior to commencing the Work, performance and payment bonds consistent with Chapter 2253 of the Texas Government Code. 4.1.1 A Performance Bond is required if the Contract Sum is in excess of $100,000. The performance bond is solely for the protection of the PEDC or City of Pasadena, in the full amount of the Contract Sum and conditioned on the faithful performance of the Work in accordance with the Design - Build Agreement Documents. The form of the bond shall be approved by PEDC. 4.1.2 A Payment Bond is required if the Contract Sum is in excess of $25,000. A payment bond is payable to the PEDC or City of Pasadena, in the full amount of the Contract Sum and solely for the protection and use of payment bond beneficiaries who have a direct contractual relationship with the Design - Builder or who supply required materials or labor. The form of bond shall be approved by PEDC. 4.1.3 Corporate sureties authorized to issue bonds shall be qualified and comply with relevant provisions of the Texas Insurance Code. 4.2 Chapter 2253 - The process of requiring and accepting bonds and making claims there under shall be conducted in compliance with. Chapter 2253. Texas Government Code. IF FOR ANY REASON A STATUTORY PAYMENT OR PERFORMANCE BOND IS NOT HONORED BY THE SURETY, THE DESIGN - BUILDER SHALL FULLY INDEMNIFY AND HOLD THE PEDC HARMLESS OF AND FROM ANY COSTS, LOSSES, OBLIGATIONS OR LIABILITIES IT INCURS

Page 14 AS A RESULT. 4.3 Certified Copies - PEDC shall furnish copies of payment bond and the related Design - Build Agreement to any qualified person seeking copies and complies with open record laws in the State of Texas and § 2253.026, Texas Government Code. 4.4 Claims on Payment Bonds - Claims on payment bonds must be sent directly to the Design - Builder and its surety in accordance with § 2253.041, Texas Government Code. All Payment Bond claimants are cautioned that no lien exists on the funds unpaid to the Design - Builder on such Design - Build Agreement, and that reliance on notices sent to PEDC may result in loss of their rights against the Design - Builder and/or its surety. PEDC is not responsible in any manner to a claimant for collection of unpaid bills, and accepts no such responsibility because of any representation by any agent or employee. 4.5 Performance Bond Surety's Obligation - The Surety for the Performance Bond shall undertake the obligations of the Design - Builder in the event of the Design - Builder's failure to perform pursuant to the Design - Build Agreement or in the event of Design - Builder's insolvency or bankruptcy. Article V - Insurance Requirements 5.1 Insurance Requirements 5.1.1 The Design - Builder shall carry insurance in the types and amounts indicated in this Article for the duration of the Design - Build Agreement, which shall include items owned by PEDC in the care, custody and control of the Design - Builder prior to, during construction and during the warranty period. The Design - Builder must also complete and file the declaration pages from the insurance policies with PEDC whenever a previously identified policy period expires during the term of the Design - Build Agreement, as proof of continuing coverage. Acceptance of the insurance policy declaration pages by PEDC shall not relieve or decrease the liability of the Design - Builder. 5.1.2 The Design - Builder shall provide and maintain, until the Work covered in this Design - Build Agreement is completed and accepted by PEDC, the minimum insurance coverages in the minimum amounts as described below. Coverage shall be written on an occurrence basis by companies authorized and admitted to do business in the State of Texas and rated A- or better by A.M. Best Company, or otherwise acceptable to PEDC. Type of Coverage: a. Worker's Compensation b. Employer's Liability Bodily Injury by Accident $500,000 Ea. Accident Limits of Liability: Statutory:

Page 15 Bodily Injury by Disease $500,000 Ea. Employee Bodily Injury by Disease $500`000 Policy Limit c. Commercial General Liability, including coverage for the following: 1) Premises Operations Combined Single Limit for 2) Independent Contractors Bodily Injury and Property 3) Products/Completed Operations Damage of $1,000,000 4) Personal Injury Per occurrence or its 5) Contractual Liability Equivalent. Explosion, Collapse, Underground Broad form property damage, to include fire legal liability d. Business Automobile Liability owned/leased, owned, hired Combined single limit for Non-Bodily Injury and Property Damage of $1,000,000 Per Occurrence or its Equivalent. e. PEDC’s Protective Liability Insurance Policy, naming the PEDC and its employees as insured with the following limits: Bodily Injury $1,000,000 Each Occurrence $1,000,000 Aggregate f. Builder's Risk Insurance An all-risk policy, including workmanship acceptable to PEDC, in the amount equal at all times to 100% of the Contract Sum. The policy shall be issued in the name of the Design - Builder and shall name his contractors and subcontractors as additional insured’s. The PEDC shall be named as a loss payee on the policy. The builders risk policy shall have endorsements as follow: 1. This insurance shall be specific as to coverage and not considered as contributing insurance with any permanent insurance maintained on the present premises. If off site storage is permitted, coverage shall include transit and storage in an amount sufficient to protect property being transported or stored. 2. Builder's Risk Policy shall be endorsed to include coverage for existing building structure(s). h. Flood insurance in an amount equal to the Contract Sum. i. Professional Liability Insurance that covers the Architect/Engineer and Contractor of the Design - Builder for this specific Project for the

Page 16 duration of the project and for an additional five (5) years after Substantial Completion of the Project, pursuant to Texas Civil Practice and Remedies Code Section 16.008, to cover errors, omissions and negligent acts committed by the covered parties. j. Nothing in this Article shall prevent the Design - Builder from obtaining required insurance under a blanket or umbrella insurance policy which may cover any properties owned, leased, or operated by the Design - Builder. However, any blanket or umbrella insurance policy shall specify, or Design - Builder shall furnish the PEDC with a written statement from the insurer under such policy specifying the amount of the insurance allocated to the Work as provided in this Article. 5.1.3 Policies must include the following provisions: a. The insurance shall not be canceled, limited in scope or coverage, or non-renewed until after thirty (30) days prior written notice, or ten (10) days for non-payment of premium, has been given to the PEDC. b. The Design - Builder's insurance shall be deemed primary with respect to any insurance or self-insurance carried by the state agency for liability arising out of operations under the Design - Build Agreement with the PEDC. c. The PEDC its officials, directors, employees, representatives, and volunteers are added as additional insured as respects operations "and activities of, or on behalf of, the named insured performed under Design - Build Agreement with the PEDC. (This is not applicable to the Workers' compensation policy.) d. The Workers' compensation and employers' liability policy will provide a waiver of subrogation in favor of the PEDC. 5.1.4 If insurance policies are not written for the amounts specified in Section 5.1.2, the Design - Builder shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of primary coverage. 5.2 The furnishing of the above listed insurance coverage must be tendered prior to execution of the Design - Build Agreement, and in no event later than ten (10) days from the date of execution. Failure to provide the insurance in a timely fashion is a default of the Design - Build Agreement and cause cancellation of all contract documents. 5.3 The PEDC shall be entitled, upon request and without expense, to receive copies of the policies and all endorsements as they apply to the limits set out in Section 5.1.2. Article VI - Workers' Compensation Insurance Coverage - (Pursuant to Texas Labor

Page 17 Code Chapter 406, Subchapter G and Title 28 Texas Administrative Code Chapter 110) 6.1 Definitions 6.1.1 Certificate of coverage ("certificate") - A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. 6.1.2 Duration of the project - includes the time from the beginning of the Work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. 6.1.3 Persons providing services on the project ("subcontractor" in § 406.096) - includes all persons or entities performing all or part of the services the Design-Builder has undertaken to perform on the project, regardless of whether that person contracted directly with the Design - Builder and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. 6.2 The Design-Builder shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the contractor providing services on the project, for the duration of the project. 6.3 The Design-Builder must provide a certificate of coverage to the governmental entity prior to being awarded the contract. 6.4 If the coverage period shown on the Design-Builder current certificate of coverage ends during the duration of the project, the Design-Builder must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. 6.5.1 The Design-Builder shall obtain from each person providing services on a project, and provide to the governmental entity: a. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing

Page 18 coverage for all persons providing services on the project; and no later than seven (7) days after receipt by the Design-Builder, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. 6.6 The Design-Builder shall retain all required certificates of coverage for the duration of the project and for one year thereafter. 6.7 The Design-Builder shall notify the governmental entity in writing by certified mail or personal delivery, within ten (10) days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. 6.8 The Design-Builder shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. The following is the prescribed notice (a version in Spanish and any other language common to the Worker population is also required with the title printed in at least thirty (30) point bold type and text in at least nineteen (19) point normal type): "REQUIRED WORKERS' COMPENSATION COVERAGE" "The law requires that each person working on this site or providing services related to this construction project must be covered by workers' compensation insurance. This includes persons providing, hauling, or delivering equipment or materials, or providing labor or transportation or other service related to the project, regardless of the identity of their employer or status as an employee." "Call the Texas Workers' Compensation Commission at 888-489-2667 to receive information on the legal requirement for coverage, to verify whether your employer has provided the required coverage, or to report an employer's failure to provide coverage." 6.9 The Design-Builder shall contractually require each person with whom it contracts to provide services on a project, to: a. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; b. provide to the Design-Builder, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project;

Page 19 c. provide the Design-Builder, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; d. obtain from each other person with whom it contracts, and provide to the Design-Builder: 1. a certificate of coverage, prior to the other person beginning work on the project; and 2. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; e. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; f. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and g . contractually require each person with whom it contracts, to perform as required by Title 28 Texas Administrative Code § 110.110, with the certificates of coverage to be provided to the person for whom they are providing services. 6.10 By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the Design-Builder who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. 6.11 The Design-Builder failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten (10) days after receipt of notice of breach from the governmental entity. 6.12 PEDC and the Design - Builder are bound by any further requirements found in Title 28 Texas Administrative Code §110.110. For purposes of this Article, the Design - Builder is the contractor.

Page 20 Article VII - General Responsibilities of the PEDC and the Design - Builder 7.1 PEDC’S General Responsibilities: 7.1.1 Preconstruction Conference - Prior to the issuance of Notice to Proceed, a conference will be held attended by PEDC, DR, the Design - Builder and the Design - Builder's Architect/Engineer, general contractor, Superintendent and major Subcontractors, if chosen by such time, to review the schedules, procedures for handling Submittals, processing Applications for Payment, maintaining required records and all other matters of importance to the Project and effective communications on Site established under and consistent with the terms and conditions of this Design - Build Agreement. 7.1.2 DR - Unless otherwise specifically provided for, the DR is the single point of contact between PEDC and Design - Builder. Notice to the DR, unless otherwise noted, constitutes notice to PEDC under the Design - Build Agreement. Notices that may impact Contract Time develop into Change Orders or change the Scope of Work must be delivered directly to PEDC, in addition to the DR. The DR does not have authority to change any work without the approval of PEDC. 7.1.3 The PEDC Supplied Information - PEDC shall furnish all surveys in its possession describing the physical characteristics, legal description and limitations, site utility locations and other information under PEDC’s control to the Design - Builder for information purposes only. The Design - Builder is responsible for obtaining accurate surveys, geographical and geotechnical data and accurate site utility locations (to the extent data is available from the applicable utilities). Information under the PEDC’s control shall be furnished by the PEDC to the Design - Builder with reasonable promptness to avoid delay in orderly progress of the Work. 7.1.4 Availability of PEDC Lands - PEDC or COP shall furnish all required rights to use the Site and such other portions of the Property as may be necessary or required to carry out the Work, including rights-of-way and easements for access thereto, and such other of its lands which are designated for use by Design - Builder. PEDC shall cooperate with Design - Builder to vacate or relocate existing access agreements or utility easements or to establish new access agreements or utility easements necessary or required to complete the Work and shall join in executing such appropriate documents as may be necessary or required to vacate, relocate and/or establish any such access agreements or utility easements to the extent allowed by law. 7.1.5 Availability of Other Lands. The Design - Builder shall be solely responsible for obtaining authorization and paying any related fees to work within lands not under the sole control of PEDC. 7.2 Non-Design - Builder Work - Any other work, including but not limited to environmental remediation, installations, furniture, fixtures and equipment relating to the Project desired by PEDC, to the extent not included within the Scope of the

Page 21 Work under the Design - Build Agreement shall be deemed to be "Non-Design - Builder Work" and shall be performed by PEDC or its contractor and at the sole cost of PEDC. The Design - Builder shall cooperate with and, to the extent Design - Builder can do so without interfering with the performance of the Work, afford PEDC’s separate contractors reasonable opportunity for (a) introduction and storage of their materials and equipment for execution of their Non-Design - Builder Work, and (b) performance of their Non-Design - Builder Work. All such materials and equipment shall be insured by PEDC or its contractors or subcontractors, and all risk of loss, liability and responsibility for such stored materials and equipment shall belong to PEDC or its contractors or subcontractors. Any and all such NonDesign - Builder Work performed by or on behalf of PEDC shall be performed in such a manner so as to not cause any interference with the Design - Builder's completion of the Work; and the Design - Builder shall have overall control of coordinating any such Non-Design - Builder Work so as to ensure that such NonDesign - Builder Work does not hinder or delay completion of the Work. If any NonDesign - Builder Work does hinder or delay completion of the Work or otherwise cause Design - Builder to incur any additional cost, Design - Builder shall be entitled to an adjustment in the Contract Sum and/or Contract Time by Change Order in accordance with the provisions of this Design - Build Agreement. PEDC’s contractors shall be responsible for keeping the premises free from accumulation of waste materials or rubbish caused by their activities. 7.2.1 Environmental Remediation - The Design - Builder agrees to provide access to PEDC’s contractors who will conduct remediation activities. PEDC shall notify the Design - Builder of its contractors' scheduled activities and of the locations where their activities will be conducted. To the extent necessary, the Design - Builder shall coordinate its activities with those of the remediation contractors. 7.2.2 IT Installation - In addition, the Design - Builder agrees to complete its work within the areas designated as IT (wire) closet, server room, hub room and telephone room sixty (60) calendar days prior to the scheduled date of Substantial Completion for the facility containing same to a point that allows PEDC to install and test voice and data systems equipment, to allow PEDC access to these areas for such installation and testing and to allow PEDC to reasonably secure such areas and its equipment therein; provided, further, that Design - Builder will provide heat and air conditioning to such designated areas within the timeframe established in the Project Schedule. 7.2.3 Early Access - At least seven (7) days prior to the date of Substantial Completion of the Work, the Design - Builder shall provide access to designated portions of the Improvements, in accordance with the Project Schedule to allow PEDC and its contractors to install modular furniture and equipment. 7.2.4 Coordination - The Design - Builder shall cooperate with PEDC to coordinate the Non-Design - Builder Work regarding design, planning and installation of the modular furniture with the Design - Builder's Work and shall promptly communicate to the DR any changes in the Work or Project Schedule that

Page 22 may be reasonably foreseen to have an impact on the Non-Design - Builder Work. 7.3 Limitation on PEDC's and DR's Duties - PEDC and DR will not supervise, direct, control or have authority over or be responsible for the Design - Builder's means, methods, technologies, sequences or procedures of construction or the safety precautions and programs incident thereto. PEDC and DR are not responsible for any failure of the Design - Builder to comply with laws and regulations applicable to furnishing or performing the Work. PEDC and DR are not responsible for the failure of the Design - Builder to perform or furnish the Work in accordance with the Design - Build Agreement. PEDC and DR are not responsible for the errors, omissions or negligent acts of the Design - Builder or of any contractor, subcontractor, any supplier, or of any other person or organization performing or furnishing any of the Work. 7.4 Role of DR - 7.4.1 Authority - The DR shall have the authority to recommend to PEDC to reject work performed by the Design - Builder which, in the opinion of the DR, does not meet the requirements of the Design - Build Agreement and drawings and specifications. Upon PEDC’s adoption of the DR's recommendation, PEDC shall order the Design - Builder in writing to remove and replace such work in accordance with Article Xll. The DR will perform certain commissioning activities on behalf of PEDC, at no cost to Design - Builder. Design - Builder's obligations, with respect to commissioning activities, is set forth in the Accepted Plans and Specifications. 7.4.2 Visits of Site - The DR shall make adequate site visits and perform construction observation satisfactory to PEDC to monitor and observe the construction of the project. Site visits shall be at the stage of the Work to ensure all materials and systems are observed for compliance prior to any concealment but shall not be less than once per week. Observations are to determine that the Workmanship, quality of materials and systems performance comply with the requirements of the plans and specifications and all provisions of the Design - Build Agreement. Observation of all phases of the Work, material and equipment shall be provided by personnel technically qualified by education and experience to competently observe such work. The Design - Builder shall at all times remain responsible and liable for any defective work, whether or not detected by the DR. 7.4.3 Coordination - The DR will coordinate with the Design - Builder on all matters regarding Non-Design - Builder Work. 7.5 Limitations on DR Authority - The DR will not supervise, direct, control or have authority over or be responsible for the Design - Builder's means, methods, techniques, sequences or procedures of construction, or the safety precautions and programs incident thereto. The DR is not responsible for any failure of the Design - Builder to comply with laws and regulations applicable to the furnishing or performing the Work. The DR is not responsible for the Design - Builder's failure to perform or furnish the Work in accordance with the drawings and specifications.

Page 23 The DR and PEDC are not responsible for the errors, omissions or negligent acts of the Design - Builder, or of any contractor, subcontractor, any supplier, or of any other person or organization performing or furnishing any of the Work. (However, nothing herein shall be construed to limit any other duties the DR may have to PEDC under its contract regarding this Project.) 7.6 Design - Builder's General Responsibilities - 7.6.1 Oversight - The Design - Builder is the person or entity responsible to PEDC for the performance of the Work. The Design - Builder shall supervise and direct the Work using the best skill and attention. The Design - Builder shall be solely responsible for all construction means, methods, techniques, safety, sequences and procedures, and for coordinating all portions of the Work. 7.6.2 Design - Builder's Authorized Representative - Design - Builder here by designates Ernie Flohr , Director - Design, Construction and Development to be the Design - Builder's Designated Representative ("DAR"). The DAR shall represent the Design - Builder at the Site and shall have full authority to act on behalf of the Design - Builder. All communications given to the DAR shall be binding on the Design - Builder. All oral communications affecting Contract Time, Contract Sum and Design - Build Agreement interpretation will be confirmed in writing to the Design - Builder. In addition, the Design - Builder shall cause to be on site on a daily basis a competent project superintendent or project manager or assistant project superintendent or assistant manager authorized to supervise the day-to-day performance of the Work and to receive and process all inquiries of PEDC and/or the DR. Such project superintendents or managers and assistant superintendents or assistant managers shall not have the authority to act on behalf of or bind the Design - Builder. The Design - Builder shall notify PEDC and the DR of all project superintendents or managers and assistant superintendents or assistant managers upon commencement of the Work and shall promptly notify PEDC and the DR of any additional DAR designated by the Design - Builder and any new or substitute project superintendents or managers, or assistant superintendents or assistant managers appointed by the Design - Builder. 7.6.3 Labor - The Design - Builder shall provide competent, suitably qualified personnel to survey, layout, and construct the Work as required by the drawings and specifications. The Design - Builder shall at all times maintain good discipline and order at the Site. All workers employed by the Design - Builder, and subcontractors shall have such skill and experience as will enable them to properly perform their assigned duties. If, in the opinion of PEDC, any person employed by the Design - Builder or a Subcontractor does not perform work in a proper and skillful manner, displays chronic uncooperative behavior, makes threats of or participates in physical aggression or endangerment, or who is disrespectful, intemperate, disorderly or otherwise objectionable, PEDC shall so inform the Design - Builder, and the Design - Builder shall in good faith take appropriate steps

Page 24 to deal with any such problems to insure that the Work is performed in accordance with this Design - Build Agreement at no additional cost or liability to PEDC, and shall promptly inform PEDC of all action taken in such matter. 7.6.4 Services, Materials, and Equipment - The Design - Builder shall provide and assume full responsibility for all services, materials, equipment, labor, transportation, construction equipment and machinery, tools, appliances, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, and all other facilities and incidentals necessary for the performance, testing, start-up, and completion of the Work. The Design - Builder shall be responsible for utility services to the improvements until Substantial Completion of the improvements and shall be responsible for providing any new temporary utility service to the improvements required by the Design - Builder to complete the Work within the improvements. When PEDC has granted Substantial Completion on the improvements, PEDC shall be solely responsible for all utility services to the improvements. 7.6.5 Utilities - The Design - Builder is responsible for ascertaining the exact location of any underground utilities. Design - Builder is wholly responsible for any damages to any utilities as a result of its activities except for unforeseen conditions, including utility facilities not discovered by Design - Builder through reasonable due diligence. The Design - Builder shall notify owners of adjacent property and of underground facilities and utility owners when prosecution of the Work may affect them or their facilities, and shall cooperate with them in the protection, removal, relocation and replacement of their facilities and/or utilities. 7.6.6 No Substitutions Without Approval - The Design - Builder may make substitutions only with the consent of PEDC after evaluation and recommendation by the DR and in accordance with a Change Order. 7.6.7 Documents and Samples at the Site - The Design - Builder shall maintain at the site for PEDC one record copy of the drawings plans/specifications, Change Orders and other modifications, in good order and marked currently to record field changes and selections made during construction, and one record copy of approved Shop Drawings, Samples and similar required submittals. These shall be available to the DR and shall be delivered to PEDC upon completion of the Work. 7.6.8 Testing of materials - The Design - Builder shall pay for all routine testing of materials required for the Work under Sections 10.3.2 and 10.3.3. Retesting of materials failing the initial test will be paid for by the Design - Builder without cost to PEDC. The Design - Builder shall replace materials which fail retesting without additional cost to PEDC. 7.6.9 Compliance - The Design - Builder shall be responsible for completion of the Work in compliance with the Accepted Plans and Specifications. The Design - Builder shall not be entitled to any adjustment to the Contract Sum as a result of any errors and/or omissions in design by its Architect and/or other

Page 25 engineers and design professionals retained by or on behalf of the Design - Builder. Should work be identified by either the Design - Builder's Architect/Engineer and/or the DR as not being in compliance with the Contract Documents, the DR shall communicate the finding to Design - Builder and such work shall be corrected by the Design - Builder at its expense. The approval of work by the Architect/Engineer does not relieve the Design - Builder from compliance with all requirements of the drawings and specifications where such requirements are not judged at the time of observation of the Work due to work sequences by the Design - Builder or the lack of time to judge the performance characteristics of the particular work item. 7.6.10 Contractors/Subcontractors - The Design - Builder shall cause the construction of the Project to be performed Subcontractors to perform portions of the Work. The Design - Builder shall have exclusive control over the selection and supervision of the Subcontractors performing the Work, subject to PEDC’s written objection to any subcontractor. The Design - Builder shall be responsible to PEDC for the performance of the Work with the same force and effect as if Design - Builder itself shall have performed such work with its own labor force. The parties expressly agree that nothing contained in this subsection shall be deemed to transfer responsibility for errors and omissions in design from the Architect/Engineer and other engineers and design professionals to Design - Builder or its general contractor. Notwithstanding the foregoing, the Design - Builder shall not be entitled to any adjustment to the amount due Design - Builder for the performance of the Work as a result of any errors and/or omissions in design by the Architect and/or other engineers and design professionals retained by or on behalf of Design - Builder. 7.6.10.1 The Design - Builder's contract with its Subcontractors shall specifically state that PEDC is a third-party beneficiary of all rights of Design - Builder under such contracts and that upon any default by Design - Builder under this Design - Build Agreement, PEDC’s shall have the right, but not the obligation, to enforce such construction contracts jointly and severally with the Trustee. PEDC’s rights against Subcontractors shall be in addition to all rights it has under this Design - Build Agreement. 7.6.10.2 The Design - Builder shall be solely responsible for scheduling and coordinating the Work of subcontractors, suppliers and other persons and organizations performing or furnishing any of the Work under a direct or indirect contract with the Design - Builder. The Design - Builder shall require all contractors/subcontractors, suppliers and such other persons and organizations performing or furnishing any of the Work to communicate with PEDC through the Design - Builder.

Page 26 7.6.11 Continuing the Work - Design - Builder shall carry on the Work and adhere to the progress schedule during all disputes, and disagreements with PEDC. No work shall be delayed or postponed except as PEDC and the Design - Builder may agree in writing. 7.6.12 Cleaning - The Design - Builder shall at all times keep the Site and the Work clean and free from accumulation of waste materials or rubbish caused by the construction activities under the Design - Build Agreement. Upon completion of the Project, and prior to the final inspection, the Design - Builder shall have the Work in a neat and clean condition. 7.6.13 Errors, Omissions, and Negligent Acts of the Design - Builder Subcontractors, and Employees - The Design - Builder shall be responsible for the errors, omissions and negligent acts of its employees and Subcontractors, supplier and their agents and employees. 7.7 Construction Timetable - In performing the Work, the Design - Builder shall achieve the milestone dates set forth in the schedule (the "Project Schedule") attached hereto as Exhibit G so that Substantial Completion of the Work shall be achieved on the Delivery Dates set forth in the Project Schedule, as to which Delivery Dates time shall be of the essence. The Project Schedule shall be updated by Design - Builder from time to time (not less than monthly) in accordance with the progress of the Work; it being expressly understood, however, that the Delivery Dates may only be extended as set forth in Subsection 7.7.1. 7.7.1 Extensions - The Delivery Dates may be extended only by reason of (i) a Change Order, (ii) a PEDC Delay. In the event of a Change Order, the Delivery Date shall be accelerated or postponed, if at all, only as set forth in such Change Order. In the event (i) a PEDC Delay occurs and (ii) Design - Builder would have otherwise been able to perform all its obligations under the Design - Build Agreement but for such delay, the Delivery Date(s) shall be extended by Change Order by the number of days equal to the days the Design - Builder is actually delayed thereby. In the event of a PEDC Delay, the Contract Sum shall be subject to an equitable adjustment to reflect the increase or decrease in costs incurred by the Design - Builder as a result of such PEDC Delay, and (A) PEDC shall pay such increased amount to the Design - Builder as work progresses or (B) PEDC shall be credited for such decrease by an offset to the cost of any other Change Order(s). The Design - Builder shall furnish PEDC with an itemized accounting of actual costs for any adjustment. 7.7.2 Design - Builder's Delay - If at any time in the course of the performance of its work, the Design - Builder shall fall behind the Project Schedule and shall not be entitled to request an extension of time by reason of a Change Order or PEDC Delay, then the Design - Builder shall promptly submit to PEDC a plan, including proposed adjustments to the Project Schedule, if any, showing how the Design - Builder plans to mitigate the impact upon the timely completion of the Work and how it plans to regain any time lost. The cost and expense of any measures implemented to achieve the foregoing

Page 27 shall be borne entirely by the Design - Builder. If the Design - Builder shall be unable to meet the Delivery Date(s) (as such date(s) is (are) adjusted by Change Orders) for any reason other than a PEDC Delay, then Design - Builder shall bear all Delay Damages as calculated pursuant to this Article. 7.7.3 Delay Damages - If the Substantial Completion Date for the Project does not occur on or before the Delivery Date (as designated on the Project Schedule), subject only to Change Order and PEDC Delay, then the Design - Builder shall reimburse PEDC for its Delay Damages from the Delivery Date until the Substantial Completion Date. Delay Damages means a liquidated damages per diem amount equal to the sum of sixteen hundred fifty dollars ($1,650.00) per day, being the PEDC’s reasonable estimate of costs it will incur (including, but not limited to, rental of other space, moving costs and interruption of business) due to the delay during such period. Delay Damages shall be paid by the Design - Builder to PEDC within ten (10) day's of the receipt of an itemized invoice from PEDC. 7.7.4 PEDC Delay.- A PEDC Delay shall mean delays or hindrances in the Work caused by (i) the errors, omissions or negligent acts of PEDC in its performance of its respective obligations for the Project which errors, omissions or negligent acts are not corrected by PEDC within forty-eight (48) hours after receipt of written notice from the Design - Builder, or such other period of time as may be agreed upon by the parties, or (ii) PEDC’s failure to respond and give approvals and/or disapprovals of the Design Development Drawings and/or Construction Drawings within the time periods established under the Project Schedule after receipt of a request for approval and/or disapproval, or (iii) PEDC’s failure to respond and give approvals and/or disapprovals within five (5) business days after receipt of a request for approval and/or disapproval of any other item or matter required or contemplated of PEDC under this Design - Build Agreement, or (iv) the performance of any Non-Design - Builder work. In the event of a PEDC Delay, the Design - Builder shall seek to minimize the period of delay or hindrance. If the Design - Builder wishes to make a claim for an extension of the Delivery Date or increase in the Contract Sum by reason of a PEDC Delay, the Design - Builder shall give prompt notice to PEDC of such claim. The Design - Builder shall furnish PEDC with an itemized accounting of actual costs for any adjustment. 7.7.5 Requirements for Substantial Completion - The Work must be complete in accordance with the Accepted Plans and Specifications for PEDC to occupy or utilize the Work for its intended use without material interference from the Design - Builder's on-going performance of those portions of the Work which remain to be completed. For purposes herein, "Substantial Completion Date", shall mean the date on which (i) the Architect/Engineer has certified that the Work for the Project has been substantially completed within the definition of "Substantial Completion" set forth above. All operation and maintenance manuals for the completed work must be submitted and all training must be complete.

Page 28 7.7.6 Punch List Items - On or before the Substantial Completion Date for each phase, the Design - Builder shall deliver to PEDC a listing of the Punch List Items that the Design - Builder believes it is obligated by the provisions of this Agreement to complete and shall cause the Architect/Engineer to submit a supplemental list of Punch List Items with its Certificate of Substantial Completion as set forth in Section 14.1. PEDC shall advise the Design - Builder within ten (10) days after receipt of the Architect/Engineer's list of Punch List Items of any additional Punch List Items which PEDC believes the Design - Builder is obligated by the provisions of this Design - Build Agreement to complete. The term "Punch List Items" shall mean details of construction and mechanical and electrical adjustments which are minor in character and do not materially interfere with PEDC’s use or enjoyment of the Project, and may also include landscaping and other items which do not materially affect PEDC’s use of the Project but which cannot be immediately completed because of weather. Punch List Items may not include operation and maintenance manuals and training. These items are considered essential elements of the Project and completion of these items is required for Substantial Completion of the Project or designated portions thereof. The Design - Builder shall use its diligent good faith efforts to complete all Punch List Items within sixty (60) calendar days after the receipt of PEDC’s additional Punch List Items. If the Design - Builder fails to complete any Punch List Item within sixty (60) calendar days after the receipt of PEDC’s additional Punch List Items, subject to PEDC Delays, PEDC shall have the right to complete any such Punch List Item, using duly qualified contractors, and the Design - Builder shall reimburse PEDC for any reasonable costs incurred by PEDC in completing any such Punch List Item within thirty (30) days after receipt of PEDC’s written invoice. 7.7.7 As Built Plans - The Design - Builder shall furnish PEDC a complete set of reproducible "As Built" plans in hard copy and in electronic format, within sixty (60) calendar days following completion of the Work. The "As Built" plans must be prepared by a professional or engineer of record, registered in Texas, whose signature and seal shall be prominently displayed on the title sheets. If the "As Built" plans have not been delivered to PEDC on or before the date of payment of the Final Payment, PEDC may withhold from the Final Payment the sum of ten thousand dollars ($10,000) until Design - Builder has caused to be delivered to PEDC the missing "As Built" plans. 7.7.8 Lien Removal - If, at any time, there is any lien or claim of any kind whatsoever filed against the Project by contractors/subcontractors, Architects, engineers or other design professionals or anyone claiming under or through Design - Builder, subcontractors, Architects, engineers or other design professionals for work performed or materials, supplies or equipment furnished in connection with the Work, the Design - Builder shall, within sixty (60) days, after notice from PEDC cause such lien or encumbrance to be canceled and discharged of record by payment, bonding or otherwise, at Design - Builder's sole cost and expense, and at no cost to PEDC. If any lien or other encumbrance required to be removed at the Design - Builder's sole cost and expense is not canceled and discharged of

Page 29 record, PEDC shall have the right to take such action as PEDC shall deem appropriate (which shall include the right to cause such lien or other encumbrance to be canceled and discharged of record), and in such event, all costs and expenses incurred by PEDC in connection therewith (including, without limitation, premiums for any bond furnished in connection therewith, and reasonable attorneys' fees, court costs and disbursements), together with interest thereon at the highest rate allowed by law, shall be paid by Design - Builder to PEDC upon receipt of written demand. 7.8.1 Allowances - Set forth in Exhibit B as part of the Accepted Plans and Specifications is a schedule of allowance items ("Allowance Items"), identifying portions of the Work for which the Design - Builder and PEDC have agreed upon as the amount allocated for each of the Allowance Items. All savings under any of the designated Allowance Items shall accrue to the benefit of PEDC and the Contract Sum shall be reduced by one hundred percent (100%) of such savings. If the cost of any of the Allowance Items exceeds the corresponding amount set forth in Exhibit B for the Allowance Item, the Contract Sum shall be increased dollar-fordollar for the actual cost without markup in excess of the amount allocated to the Allowance Item, and PEDC shall pay to Design - Builder any such increase in the Contract Sum within thirty (30) days after receipt of written itemized invoice from Design - Builder. Design - Builder shall not incur any costs for any of the Allowance Items in excess of the respective amounts set forth in Exhibit B without the prior written consent of PEDC as reflected in a Change Order. Article VIII - Additional Design - Builder Responsibilities when the PEDC Awards Non-Design - Builder Work 8.1 Separate Non-Design - Builder Work - PEDC reserves the right to award NonDesign - Builder Work in connection with other portions of the Project. PEDC reserves the right to perform operations related to the Project (that are outside of the scope of the Work) with PEDC’s own forces or contractors, subject to compliance with the provisions of Section 7.2 hereof. The Design - Builder shall not be required to indemnify PEDC as set forth in Article XXV for any errors, omissions or negligent acts related to Non-Design - Builder Work. 8.1.1 Design - Builder Duties - The Design - Builder shall cooperate with PEDC to coordinate the Non-Design - Builder Work with the Design - Builder's Work and shall promptly communicate to the DR any changes in the Work or Project Schedule that may be reasonably foreseen to have an impact on the Non-Design - Builder Work. If any part of the Design - Builder's Work depends for proper execution or proper results on Non-Design - Builder Work, the Design - Builder shall inspect and promptly report in writing to the DR any visually apparent discrepancies or defects found in such other work that render it unsuitable for such proper execution and results. 8.1.2 Damage - Should the Design - Builder cause damage to the Non-Design - Builder Work included within the scope of Non-Design - Builder Work identified in Section 7.2.1 and 7.2.2, the Design - Builder shall, upon due written notice, endeavor to settle with PEDC. All other Non-Design - Builder

Page 30 Work shall be performed at PEDC’S own risk and Design - Builder shall not have any liability for any damage that may occur to any of such additional Non-Design - Builder Work. 8.1.3 Storage - In addition to Design - Builder's obligations under Section 7.2.1 and 7.2.2, the Design - Builder shall use its good faith efforts to afford the Non-Design - Builder Work and PEDC’s own forces, as necessary, with the reasonable opportunity for the introduction and storage of materials and equipment and the execution of the Non-Design - Builder Work if and to the extent the Design - Builder may do so without additional cost or delay in performing the Work. 8.2 Costs and Claims. - Except as provided in Sections 7.2.1, 7.2.2 and 8.1.2, the Design - Builder shall not be responsible for any costs incurred by PEDC with respect to the Non-Design - Builder Work caused by delays, improperly timed activities or defective construction by the Design - Builder, as PEDC assumes all risk with respect to the performance of the Non-Design - Builder Work. PEDC shall be responsible to the Design - Builder for costs incurred by the Design - Builder because of delays, improperly timed activities, and damage to the Work or defective construction by Non-Design - Builder Work. Design - Builder may make claim for such amounts as outlined in Article XX. Article IX - The Design - Builder's Responsibility for Jobsite Safety 9.1 Compliance with Laws - The Design - Builder shall be responsible for initiating, maintaining and supervising all safety precautions and programs in connection with the Work. It shall be the duty and responsibility of the Design - Builder and all of its subcontractors to be familiar and comply with all requirements of Public Law 91-596, 29 U.S.C. §§ 651 et. seq., the Occupational Safety and Health Act of 1970, (OSHA) and all amendments thereto, and to enforce and comply with all of the provisions of the Act. The Design - Builder shall comply with all applicable laws and regulations of any public body having jurisdiction for safety of persons or property to protect them from damage, injury or loss and shall erect and maintain all necessary safeguards for such safety and protection. 9.2 Emergencies - In any emergency affecting the safety of persons or property, the Design - Builder shall act reasonably to prevent threatened damage, injury or loss. The Design - Builder shall give the DR prompt notice if the Design - Builder believes that any significant changes in the Work or variations from Design - Build Agreement Documents have been caused by its emergency response. Any additional compensation or extension of time claimed by the Design - Builder resulting from emergency work shall be considered in accordance with Articles XX and XXI. 9.2.1 Response - Authorized agents of the Design - Builder shall respond immediately to an emergency call at anytime of day or night when circumstances warrant the presence of the Design - Builder to protect the Work or Property from damage, restriction or limitation or to take such action pertaining to the Work as may be necessary to provide for the safety of the

Page 31 public. Should the Design - Builder fail to respond to an emergency within a reasonable time given the nature of the emergency, PEDC is authorized to direct other forces to take action as necessary and PEDC may deduct any cost of remedial action from the funds due the Design - Builder. 9.2.2 Notice - In the event of an accident involving a lost time injury to an individual on or near the Work, the Design - Builder shall notify the DR within twenty-four (24) hours of the event. The Design - Builder shall record the location of the event, the circumstances surrounding the event, by using photography or other means, and shall gather witness statements and other documentation which describe the event. The Design - Builder shall supply the DR with a set of these documents no later than thirty-six (36) hours after the occurrence of the event. 9.2.3 Other Communications - The Design - Builder shall be responsible for coordinating the exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the site in connection with laws and regulations. 9.3 Environmental Safety and Control - Upon encountering any previously unknown hazardous waste material, or other materials contaminated by hazardous waste, the Design - Builder shall immediately stop work in and secure the affected area, and notify the DR. All contracts/subcontracts shall expressly bind contractors/subcontractors to the same duty. On receiving such notice, PEDC shall promptly engage qualified experts to make such investigations and conduct such tests as may be reasonably necessary to determine the existence or extent of any environmental hazard. As soon as possible upon completion of this investigation, PEDC shall issue a written report to the Design - Builder identifying the material or materials found and indicating any necessary steps to be taken to treat, handle, transport or dispose of the material. PEDC may hire third-parties to perform any or all such steps. The Design - Builder, shall be responsible for coordinating the exchange of material safety data sheets or other hazard communication information required to be made available to or exchanged between or among employers at the site in connection with laws and regulations. Article X - Materials and Workmanship; Licensing and Testing 10.1 Materials and Workmanship - The Design - Builder warrants and guarantees that all work shall be executed in a good and workmanlike manner complete in all parts and in accordance with approved practices and customs. All materials and equipment incorporated into the Work shall be new. 10.2 Design - Builder's Warranty of Workmanship - The Design - Builder warrants that the Work will conform to all requirements of the Accepted Plans and Specifications and will be free from any defect of equipment, material or design furnished or workmanship performed by the Design - Builder, subcontractors, and suppliers at any tier. The Warranty for each phase of the Work shall continue for one year from the date of Substantial Completion for such phase. The Design -

Page 32 Builder shall remedy at its own expense any damages to the Work and PEDC’s real or personal property caused by any defect of design, equipment, materials or workmanship occurring within such one year warranty period. 10.2.1 Notice - The DR shall notify the Design - Builder in writing within forty eight (48) hours after the discovery of any failure, defect or damage pertaining to the Work. 10.2.2 Remediation - For purposes herein, "remediation" means the repair, replacement or restoration of damages caused by defects in design, equipment, materials or workmanship. The Design - Builder shall proceed with remediation in an expeditious manner. Failure of the Design - Builder to commence remediation within thirty (30) days after receipt of notice shall be cause for PEDC to perform the remediation at the Design - Builder's expense or require the surety to fulfill the Design - Builder's obligations. Performance by PEDC or the surety shall not release the Design - Builder from its warranty or liability for costs incurred by PEDC in performing the remediation. 10.2.3 Limits on Warranty - The Design - Builder's Warranty and guarantee hereunder excludes defects or damage caused by: Abuse, modification or improper maintenance or operation by persons other than the Design - Builder, suppliers, subcontractors, or any other individual or entity for whom the Design - Builder is not responsible, and normal wear and tear under normal usage. 10.2.4 Events Not Affecting Warranty - None of the following will constitute an acceptance of work that is not in accordance with the Design - Builder's warranty of workmanship or a release of the Design - Builder's obligation to perform the Work: observations by PEDC and/or the DR; performance of remediation by PEDC or the Design - Builder's surety; issuance of a certificate of Substantial Completion or any payment to the Design - Builder; use or occupancy of the Work or any part thereof by PEDC; any acceptance by PEDC or any failure to do so; lack of any inspection or testing; any review of a Shop Drawing or sample submittal; or any inspection, test or approval by others. 10.3 Testing - With respect to all testing required under subsection 10.3.2, the Design - Builder shall give the DR timely notice of its readiness and of the date arranged so the DR may observe such inspection, testing or approval. 10.3.1 Verification of Compliance - When requested by PEDC, demonstration of a material's compliance with the specifications shall be made by one of the following (to the extent customarily available): a. Manufacturer's certificate of compliance. b. Mill certificate. c. Testing laboratory certification. 10.3.2 Materials subject to Test - Materials incorporated into the Project may be

Page 33 subject to routine tests as required to insure their compliance with the specifications to the extent such tests are customarily performed in the industry for the material in question. Materials to be tested are the following: a. Concrete - Primary mix design, slump tests and cylinder compression tests. b. Steel - Tensile tests. c. Welds - Field inspection and X-ray equipment. d. Soils - Subsoil investigation, physical analysis and compaction tests. e. Pavement - Physical analysis and compaction tests. f. Roofing - Samples cut from materials used. g. Other Materials - PEDC may direct the Design - Builder to test any other materials for which standard laboratory or industry testing procedures have been established provided PEDC has objective evidence of probable failure of the material to meet its intended purpose. If tests prove that the material complies with specifications, PEDC will reimburse the Design - Builder for laboratory fees. If noncompliance is proved, laboratory fees will be paid by the Design - Builder. The Design - Builder shall be held responsible for providing samples of sufficient size for test purposes. All tests will be in accordance with professional societies' standard test procedures. Design - Builder shall notify the DR of all required tests and the DR shall have the right to observe all such tests. Results of all tests will be provided to PEDC. 10.3.2.1 Cost of Testing. The Design - Builder shall pay for all testing required in this Section 10.3.2. 10.3.3 Additional Compliance Tests - Should any of the routine tests indicate that a material does not comply with the job requirements, the burden of proof of compliance shall be with the Design - Builder, subject to the following conditions: a. The Design - Builder may select the laboratory for further testing and PEDC may review the quality and nature of the test for compliance with industry standards. b. Samples shall be taken in the presence of PEDC or the DR. c. If tests prove that the material complies with specifications, PEDC will reimburse the Design - Builder for laboratory fees. If noncompliance is proved, laboratory fees will be paid by the Design - Builder. d. Proof of noncompliance will make the Design - Builder liable for any necessary or required corrective action, including complete removal and replacement of defective material. e. All subsequent tests on original or replaced materials conducted as a

Page 34 result of prior failure will be paid by the Design - Builder. 10.3.4 Special Testing. PEDC may require via Change Order special inspection, testing or approval of material or work for compliance with requirements of the drawings and specifications. In the event the materials or work fail, the Design - Builder shall pay the cost for testing and replacement. 10.4 Design - Builder's Testing - Nothing contained herein is intended to imply that the Design - Builder does not have the right to have tests performed on any material at any time for his own information and job control so long as PEDC is not charged for costs or forced to rely upon such tests when appraising quality of materials. Any modification of or elaboration on these test procedures which may be included for specific materials under their respective specification sections shall take precedence over these procedures. Article Xl —Submittals 11.1 Submittals - The Design - Builder, acting with prior review and approval from the Architect/Engineer, shall provide to PEDC the Submittals called for in Section 3.1 and the PEDC shall have the time period established in the Project Schedule to approve or disapprove such Submittals and, if a specific time period is not established in the Project Schedule, within fourteen (14) days after their receipt of such Submittal. The submittal schedule shall be provided with timeline to the PEDC within ninety (90) days of the execution of this Design - Build Agreement. 11.1.1 Review and Certification - The Design - Builder shall review each Submittal for compliance with the Accepted Plans and Specifications and shall certify that it has done so by stamp, or otherwise, affixed to each copy thereof. Submittal data presented without such certification will be returned without review or other comment, and any resulting delay will be the Design - Builder's responsibility. By submitting shop drawings, samples or other required information as part of a Submittal, the Design - Builder thereby represents that it has determined and verified all field measurements, field construction criteria, materials, catalog numbers and similar data, or will do so, and that it has checked and coordinated each such shop drawing and sample with the requirements of the Work and of the Accepted Plans and Specifications. 11.1.2 Notice of Deviations - At the time of submission of any Submittal, the Design - Builder shall inform PEDC in writing of any deviation in any shop drawings or samples included as part of a Submittal from the requirements of the Accepted Plans and Specifications. PEDC retains the right to refuse any deviations and the Design - Builder must comply with PEDC’s demand for conformity, unless such deviation is a correction of any errors in design, materials or equipment, in which case there will be no charge to PEDC. 11.1.3 Interim Information - The interim construction drawings provided by Design - Builder pursuant to Section 3.1 shall be provided to PEDC as called for in Section 3.1 for PEDC’s informational purposes.

Page 35 11.2 Nature and Effect of Review – Architect/Engineer will review all Submittals with reasonable promptness and within the time periods established hereunder, but only for conformance with the design concept of the Project with the information given in the Accepted Plans and Specifications. Acceptance without comment, of the shop drawings or samples included as part of a Submittal shall not relieve the Design - Builder of responsibility for any deviation from the requirements of the Accepted Plans and Specifications or from responsibility for errors or omissions in such shop drawings or samples. 11.3 Correction and Resubmission - The Design - Builder shall make any corrections required to a Submittal and shall resubmit the required number of corrected copies of the Submittals promptly so as to avoid delay. The Design - Builder shall inform PEDC in writing of any new revisions other than the corrections requested on previous submissions. 11.4 Intent of Accepted Plans and Specifications - There is no intent that these documents limit materials, equipment or fixtures to the product of any particular manufacturer. Where definite materials, equipment and/or fixtures have been specified by name, manufacturer or catalog number, it has been done to set a definite standard and a reference for comparison as to quality, application, physical conformity, and other characteristics. It is PEDC’s and the Design - Builder's intention to not discriminate against or prevent any dealer, jobber or manufacturer from furnishing materials, equipment, and/or fixtures which meet or exceed the characteristics of the specified items. Substitution of materials shall not be made without prior written approval from PEDC, which approval shall not be unreasonably withheld or unduly delayed. 11.5 Unauthorized Substitutions at Design - Builder's Risk - All proposed substitution of materials, equipment or fixtures shall be presented through the submittal process except as permitted under Section 19.4. The Design - Builder shall be financially responsible for any additional costs or delays resulting from using materials, equipment or fixtures other than those specified, and shall reimburse PEDC for any increased administration costs resulting from such unauthorized substitutions. PEDC shall provide the Design - Builder with an itemized accounting of its costs due to unauthorized substitutions, which shall be paid by the Design - Builder within ten (10) days of its receipt. Article XII - Quality Control and Quality Assurance During Construction 12.1 Design - Builder Quality Control - The Design - Builder is responsible for controlling the quality of the Work. 12.2 PEDC Quality Assurance 12.2.1 Site Visits - PEDC will make periodic visits to the site to observe the progress and quality of the Work. The Design - Builder shall provide sufficient, safe and proper facilities at all reasonable times for observation and/or inspection of the Work by the authorized representatives of PEDC.

Page 36 12.2.2 Cost of Unauthorized Covering of Work - The Design - Builder shall not cover up any work with finishing materials or other building components prior to an inspection of the Work by PEDC Permit Department. Should corrections of such work be required, cover up shall be delayed until another inspection can be made and acceptance is indicated. Costs of delays, inspection and testing shall be borne pursuant to Article X. 12.2.3 Notice - The Design - Builder shall be responsible for providing notification of at least two (2) working days to PEDC of the anticipated need for a cover up inspection required under Section 12.2.2. PEDC will make the necessary inspection within the two (2) working day period, or as mutually agreed. 12.3. Condemnation and Removal of Defective Work - The DR may recommend PEDC to reject and condemn work, which does not meet the requirements of the Accepted Plans and Specifications and to order such work removed and replaced in accordance with this Article XII. The acceptance of a work item does not relieve the Design - Builder from compliance with the Accepted Plans and Specifications where such requirements are not judged at the time of observation of the Work due to work sequences by the Design - Builder or the lack of time to judge the performance characteristics of the particular work item. If any materials or work furnished are condemned by PEDC, the Design - Builder shall, after notice from PEDC, proceed to remove materials, whether worked or un-worked, and to take down all portions of the Work condemned. The Design - Builder shall make good all work damaged or destroyed by its removal and replacement process. Article XIII — Design - Build Agreement Payments 13.1 As Full Compensation for the Work, the Design - Builder shall be paid by the PEDC price the “Contracts Sum” as defined in 1.16 of this Agreement. The Contract sum shall be paid to the Design – Builder in the following two separate and distinct phases: 1.) Design Development and 2.) Project Construction. The project Design Development is the first assignment with a sum of $2,077,751 and a 10% contingency. The project Construction phase is the second assignment with a sum of $33,377,756 with a 10% contingency, additional project costs in the amount of $8,878,466.00, and a 5% project contingency with a total cost of Forty-Nine Million Nine Hundred Ninety-Two Thousand Three Hundred Thirty-Four and 80/100 Dollars ($49,992,334.80) all as more particularly described in subparagraph 1.16 of this agreement. Except as specifically provided herein, the Contract Sum shall not be adjusted. Payment of the Contract Sum shall be paid to Design - Builder monthly on a percentage completed basis as work progresses in accordance with the provisions of this Design - Build Agreement. Increases or decreases in the Contract Sum as a result of approved Change Orders Sum (calculated in accordance with Article XIX), or as otherwise provided in this Design - Build Agreement, shall be paid to Design - Builder or PEDC, as applicable, in accordance with the provisions of this Design - Build Agreement. Decreases in the Contract Sum shall first be applied to increases in the Contract Sum. Any remaining amounts due from PEDC for increases in the Contract Sum pursuant to approved Change Orders shall be paid by PEDC to Design - Builder as provided for in

Page 37 Subparagraph 13.3.1a of this Agreement. The Design - Builder shall pay any amounts owed to PEDC at the Final Completion of the Project. 13.2 Schedule of Values - Attached hereto as Exhibit D is a Schedule of Values for the Work. The Exhibit D Schedule of Values will be used as the basis for the progress payments of the Contract Sum. 13.3 Progress Payments - Monthly progress payments will be made to the Design - Builder for work performed, and materials in place or suitably stored and protected on sites on a percentage completed basis. Payment shall become due thirty (30) days after a Periodic Invoice, certified by the Design - Builder and Architect/Engineer of record, DR and PEDC; subject to PEDC’s right to challenge any Periodic Invoice as provided herein. 13.3.1 Preliminary Pay Worksheet - Each month, the Design - Builder shall submit to PEDC, with copy to the DR, a complete, clean copy of a Preliminary Pay Worksheet, which shall attach the following: a. The Design - Builder's estimate of the percentage amount of work performed, labor furnished and materials incorporated into the Work, using the approved Schedule of Values; and b. A Project Schedule update and HUB Subcontracting Plan Reports in the form as that attached hereto as Exhibit H. 13.3.2 Design - Builder's Periodic Invoice - As soon as practicable, but in no event later than seven (7) days after receipt of the Preliminary Pay Worksheet, PEDC and the DR shall meet with the Design - Builder to review the Preliminary Pay Worksheet and to observe the condition of the Work. On the basis of this review, the DR may reasonably request modifications to the Preliminary Pay Worksheet prior to the submittal of a Periodic Invoice, and shall return the Preliminary Pay Worksheet to the Design - Builder at the close of the Periodic Invoice review meeting, annotated to show any reasonably requested modifications, and any additional documentation reasonably requested by PEDC to support the Design - Builder's application for payment. As soon as practicable, but in no event later than seven (7) days following the Periodic Invoice review meeting, the Design - Builder shall submit to the Trustee, with a copy to the DR and PEDC, a Periodic Invoice reflecting all reasonably requested modifications with all additional documentation reasonably requested by PEDC to substantiate the percentage of completion of the Work, as well as an affidavit swearing or affirming that all payrolls, bills for labor, materials, equipment, subcontracted work or other indebtedness connected with the Design - Builder's Periodic Invoice have been paid or will be paid within the time specified in Chapter 2251, Government Code. No Periodic Invoice shall be complete unless it fully reflects all reasonably requested modifications, and attachments of all reasonably requested documentation including the Design - Builder's affidavit.

Page 38 13.3.3 Certification by the Design - Builder - The Design - Builder shall forward with the Periodic Invoice to the Trustee, with copy to the DR and PEDC, a certificate that the percentage of work represented by the Periodic Invoice is complete and payable, or that it is incomplete, stating in particular what is missing. If the Periodic Invoice is incomplete, the Design - Builder shall make the reasonably requested corrections and resubmit the Periodic Invoice to the Trustee, with copy to the DR and PEDC, for processing in accordance with this Section 13.3.3. 13.4 Retainage - PEDC shall withhold from each progress payment, a 5% retainage. 13.5 Title to Work - Title to all material and work covered by progress payments transfers to PEDC upon payment. Transfer of title to PEDC does not relieve the Design - Builder of the sole responsibility for the care and protection of materials and work upon which payments have been made, or the restoration of any damaged work, or waive the right of PEDC to require the fulfillment of all the terms of the Design - Build Agreement; provided that upon occupancy of the Work, PEDC shall assume responsibility for the improvements in accordance with the terms and conditions of the Design - Build Agreement. 13.6 No Release of Design - Builder - Progress payments to the Design - Builder shall not release the Design - Builder or his surety from any obligations under this Design - Build Agreement. Article XIV - Closing Inspections 14.1 Substantial Completion Inspection - When the Design - Builder considers the entire work for each phase Substantially Complete, the Design - Builder shall so notify the DR in writing that the Work will be ready for Substantial Completion inspection for the applicable phase on a date certain. On the date indicated by Design - Builder, or as soon thereafter as is practicable, the DR, Design - Builder, and Architect/Engineer shall inspect the Work and if the Architect/Engineer determines that the Work is Substantially Complete, the Architect/Engineer shall issue to the Design - Builder and PEDC, a Certificate of Substantial Completion fixing the date of Substantial Completion for the project. The Architect/Engineer shall submit with this certificate a list of Punch List Items to be completed prior to Final Inspection. This list of Punch List Items may include additional items not included on the Design - Builder's list provided under Section 7.7.6, which are deemed necessary by the Architect/Engineer and PEDC to correct or complete prior to Final Inspection. Notwithstanding the foregoing, if PEDC in good faith disagrees with the determination of the Architect/Engineer that Substantial Completion of the applicable phase of the Work has been achieved, PEDC may challenge such determination by giving written notice to Design - Builder within ten (10) days after receipt of the Architect/Engineer's certificate of Substantial Completion. 14.2 Final Inspection - The Design - Builder shall fully complete the list of items listed on the Punch List prior to Final Inspection. Unless otherwise agreed in writing by the parties, the Design - Builder shall complete the Punch List Items within the time period set forth in Section 7.7.6. When the Design - Builder has completed the

Page 39 Punch List, he shall give written notice to the DR that the Work will be ready for Final Inspection on a date certain. On this date or as soon thereafter as is practicable, the DR, Architect/Engineer, and the Design - Builder shall inspect the Work. 14.3 Final Punch List - When all the Punch List Items have been completed, and the Work is fully performed, then the Architect/Engineer shall issue a certificate fixing the date of Final Completion. Final Completion shall be a condition precedent to the Design - Builder's right to receive Final Payment. Notwithstanding the foregoing, if PEDC in good faith disagrees with the determination of the Architect/Engineer that Final Completion of the Work has been achieved, PEDC may challenge such determination by giving written notice to Design - Builder within ten (10) days after receipt of the Architect/Engineer's certificate of Final Completion. 14.4 Annotation - Any Certificate issued under this Article may be annotated to indicate that it is not applicable to specified portions of the Work. 14.5 Purpose of Inspection - Inspection by PEDC, the Architect/Engineer and the Design - Builder is for the purpose of determining the completion of the Work, and does not relieve the Design - Builder of its overall responsibility for completing the Work in a good and workmanlike fashion, in compliance with the Design - Build Agreement. Failure of PEDC to identify work that is not in compliance or which is defective in operation or workmanship, or acceptance by PEDC of Final Completion of the Work with Punch List Items left incomplete, does not constitute a waiver of such a defect or of PEDC’s rights under the Design - Build Agreement nor relieve the Design - Builder of its warranties contained in Article X and Article XVII. If PEDC accepts Final Completion of the Work with Punch List Items left incomplete, PEDC may withhold from the Final Payment an amount equal to three (3) times the reasonably estimated cost of completing any such unfinished Punch List Item, as reasonably estimated by the Architect/Engineer and approved by PEDC. Article XV — Right of Occupancy 15.1 Occupancy of Work Prior to Substantial Completion - 15.1.1 Notice and Early Occupancy Proposal. If PEDC determines that substantial hardship will result if it is unable to occupy some portion of the Work prior to Substantial Completion, it shall so inform the Design - Builder no less than ninety (90) days before the date PEDC wishes to occupy the Work, and designate those portions of the Work to be occupied and the uses to be made of the occupied premises. As soon as practicable, but not less than five (5) working days after receiving this notice, the Design - Builder shall make the designated portions of the Work available to PEDC for observation. PEDC shall observe the Work jointly with the Design - Builder. As soon as practicable, but not later than the third day next following the date of the inspection, the Design - Builder shall prepare and submit to the DR an Early Occupancy Proposal, specifying any Work that must be completed or corrected as well as any operation and maintenance manuals or other documentation necessary for the Work to be occupied by PEDC and used

Page 40 for the purposes designated by PEDC in its notice, and setting out the division of responsibility between PEDC and the Design - Builder for utilities, security, maintenance, insurance and liability for damage to the Work or damage arising from the condition of the Work. The Early Occupancy Proposal shall also specify whether the area to be occupied must be Substantially Complete before occupation, and shall specify the date for Substantial Completion of the Work to be occupied if other than the date previously specified by the Design - Build Agreement. 15.1.2 Administration as Change Order. The Early Occupancy Proposal shall be administered as a Change Order, except that the Design - Builder shall submit a CPE as soon as possible, but not later than the seventh day next following receipt of the Early Occupancy Proposal. All cost adjustment, including any increased costs of insurance, related to the Early Occupancy Proposal, shall be stated in the CPE; any such relief not so requested shall be deemed waived. If within thirty (30) days after issuance of the Early Occupancy Proposal, PEDC and Design - Builder have not reached an agreement concerning adjustment of time or cost, or the division of responsibility for the occupied portions of the Work, PEDC may issue a ULCO. 15.1.3 Project Completion Administration with Early Occupancy. Where under the provisions of this Article the Project Schedule is modified for any part of the Work due to early occupancy, then all relevant provisions of this Agreement shall apply. All required documentation shall be furnished by the Design - Builder to the DR on or before the date of occupation by PEDC. 15.1.4 Non-waiver of Timely Completion. Early occupancy of any portion of the Work does not waive the Design - Builder's duty to complete the remaining work within the Project Schedule, as subsequently modified by Change Order. Article XVI - Final Acceptance and Payment 16.1 Request for Final Payment - At any time following the date of Final Completion certified by the Architect/Engineer, but no later than thirty (30) days after such date, the Design - Builder shall submit a certified Application for Final Payment, including all sums held as retainage, if any, to the Architect/Engineer, with copy to the DR, for review and approval by the Architect/Engineer. 16.2 Final Payment Documentation - The Design - Builder shall submit, prior to or with the Application for Final Payment, all Close Out documents. The Design - Builder shall also submit an affidavit that all payrolls, bills for materials and equipment, contracted/subcontracted work and other indebtedness connected with the Work, except as specifically noted, have been paid or will be paid or otherwise satisfied within the period of time required by Chapter 2251, Texas Government Code. If required by PEDC, the Design - Builder shall furnish documentation establishing payment or satisfaction of all such obligations, such as receipts, releases and waivers of claims arising out of the Design - Build Agreement, to the extent and in such form as may be reasonably designated by PEDC. PEDC is entitled to rely

Page 41 upon this affidavit; the Design - Builder may not submit a claim on behalf of a subcontractor or vendor if that claim has not been noted as an exception in the affidavit. 16.3 Review - The Architect/Engineer and shall review the Application for Final Payment promptly but in no event later than thirty (30) days after its receipt. Prior to the expiration of this deadline, the DR upon direction from PEDC may return the Application for Final Payment to the Design - Builder with PEDC’s requested corrections for action. If Design - Builder receives any request for correction, Design - Builder shall make such corrections and resubmit the Application for Final Payment. If PEDC does not timely request correction of the Application for Final Payment, within such thirty (30) day period, PEDC shall be deemed to have approved the same. 16.4 Offsets and Deductions - PEDC may deduct from the Final Payment all sums due from the Design - Builder hereunder. If the Certificate of Final Completion notes any work remaining incomplete or defects not remedied, PEDC may deduct the reasonable cost of remedying such deficiencies from the Final Payment as reasonably estimated by the Architect/Engineer. If such deductions are made, PEDC shall identify each deduction made and furnish the Design - Builder with an explanation of each deduction and the amount deducted on or by the thirtieth (30th) day after PEDC’s receipt of the Application for Final Payment. 16.5 Final Payment Due - PEDC shall make the Final Payment subject to all allowable offsets and deductions, on the sixty-first (61st) day next following the receipt of the Application for Final Payment approved by the Architect/Engineer. 16.6 Effect of Final Payment - Final Payment shall constitute a waiver of all claims by PEDC relating to the condition of the Work except those arising from (1) faulty or defective work appearing after Substantial Completion (latent defects); (2) failure of the Work to comply with the requirements of the Design - Build Agreement; (3) terms of any special warranties required by the Contract Documents, and (4) claims arising from personal injury or property damage to third parties. Final payment shall constitute a waiver of all claims by the Design - Builder except those specifically enumerated at the time of Final Payment. Provided, however, that the Design - Build Agreement shall not be deemed fully performed and closed until the expiration of all periods provided under the Design - Build Agreement for the Design - Builder to submit a claim or protest a ULCO. Article XVII – Design - Builder's Warranty and Guarantee 17.1 Design - Builder's General Warranty and Guarantee - The Design - Builder warrants to PEDC that all work shall be executed in accordance with the Design - Build Agreement, complete in all parts and in accordance with approved practices and customs, and in good workmanship. All materials and equipment incorporated in the Work under the Design - Build Agreement shall be new. PEDC may, at its option, agree in writing to waive any failure of the Work to conform to the Design - Build Agreement, and to accept a reduction in the Contract Sum for the cost of repair or diminution in value of the Work by reason of such defect. Absent such a written

Page 42 agreement, however, the Design - Builder's obligation to perform and complete the Work in accordance with the Design - Build Agreement shall be absolute and is not waived by any inspection or observation by PEDC, the DR or others, by making any progress payment or final payment, except as provided in Section 16.6, by the use or occupancy of the Work or any portion thereof by PEDC, at any time, or by any repair or correction of such defect made by PEDC. 17.2 Warranty Period - The respective warranty periods shall begin upon the issuance of Substantial Completion. Except as otherwise specified, the Design - Builder shall repair all defects in materials, equipment or workmanship appearing within one year from the date of Substantial Completion of the Work. Upon receipt of written notice from PEDC of the discovery of any defects, the Design - Builder shall promptly and at its own cost remedy the defects and replace any damaged property. In case of emergency where delay would cause serious risk of loss or damage to PEDC, or if the Design - Builder, after notice, fails to proceed promptly and remedy within thirty (30) days or, if such defect cannot reasonably be cured within such thirty (30) days, or within such period of time as may be reasonably necessary to cure such defect, provided that Design - Builder has commenced to cure such defect within the thirty (30) day period and thereafter diligently pursues curing the same, in compliance with the terms of the warranty and guarantee, PEDC may have the defects corrected and the Design - Builder and his surety shall be liable for all expenses incurred. 17.3 Separate Warranties - Where a particular piece of equipment or component of the Work for which a separate warranty is required under the Design - Build Agreement is placed in continuous service before Substantial Completion, the date of service commencement shall be the date of Substantial Completion for the portion of the Work serviced by the particular piece of equipment or component. In addition to the Design - Builder's warranty and duty to repair, as set forth in Sections17.1 and 17.2, the Design - Builder expressly assumes all warranty obligations required under the Design - Build Agreement for specific building components, systems and equipment. The Design - Builder may satisfy any such obligation by obtaining and assigning to PEDC a complying warranty from a manufacturer, supplier, or subcontractor. Where an assigned warranty is tendered and accepted by PEDC which does not fully comply with the requirements of the Design - Build Agreement, the Design - Builder shall remain liable to PEDC on all elements of the required warranty that are not provided by the assigned warranty. Article XVIII - Concealed Site Conditions 18.1 The Design - Builder is responsible for having visited the Site and having ascertained pertinent local conditions such as location, accessibility, and general character of the Site or building, the character and extent of existing work within the Property, and any other work being performed thereon at the time of the submission of its proposal. Any failure to do so will not relieve it from responsibility for successfully performing the Work without additional expense to PEDC. 18.2 In the performance of the Design - Build Agreement, subsurface, latent or concealed conditions at the Site are found to be materially different from the information

Page 43 provided by PEDC for this Project and identified on Exhibit F or otherwise discoverable from data available from the applicable utilities, or if unknown conditions of an unusual nature are discovered differing materially from the conditions usually inherent in work of the character shown and specified, PEDC shall be notified in writing of such conditions before proceeding with the Work. Design - Builder shall develop a plan to deal with the condition and submit the same to PEDC, and, if as a result of any such unforeseen condition, Design - Builder incurs any additional cost in completing the Work or if the Project Schedule will be delayed, the parties shall execute a Change Order to adjust the Contract Sum and/or Contract Time, as appropriate. The Design - Builder is not responsible for any environmental damage to the Site which has not been caused by the Design - Builder and/or any entity or persons for whom the Design - Builder is responsible. Article XIX - Change Orders 19.1 Effect - A Change Order is a written agreement, prepared by PEDC, and entered into by the Design - Builder and PEDC after execution of the Design - Build Agreement. Only Change Orders signed per City Ordinance limits by PEDC’s following executors, Mayor and/or Director of Public Works, will allow an increase or decrease in the contract sum, increase or decrease in the original scope of work or an increase in the construction timetable. Authorization to sign a Change Order is reserved exclusively to PEDC and may not be delegated to a private firm under contract to PEDC. A Change Order signed by the Design - Builder indicates its agreement with the modifications described in the Change Order, including the actual cost to accomplish the Work and/or any adjustment in the construction timetable. 19.2 Adjustments - PEDC, without invalidating the Design - Build Agreement, may order changes in the Work consisting of additions, deletions, or other revisions. All such changes in the Scope of Work must be authorized by Change Order, and performed under the applicable conditions of the Design - Build Agreement. If such changes cause an increase or decrease in the Design - Builder's costs, or an increase in the time required for performance of the Work, a mutually agreeable adjustment should be made and confirmed in writing by Change Order. Overhead and profit can be included in the costs associated with work performed by Change Order. Any savings in overhead and profit, and other costs as a result of any Change Order must be returned to PEDC in a deductive Change Order. Change Orders must be signed by all parties prior to starting any work covered by the Change Order. If a surety has assumed the responsibilities of the Design - Builder, PEDC may pay the surety for the Design - Builder's profit and overhead, but it will not pay the surety any profit or overhead. On a Change Order PEDC will not pay profit and overhead to more than three tiers. Any increase or decrease in the Contract Sum, increase or decrease in the Contract Time and changes in the scope of work require the signature of an authorized representative of PEDC. 19.3 Unilateral Change Orders - PEDC, without invalidating the Design - Build Agreement, may issue unilateral change orders for work it considers necessary for the completion of the Project. A unilateral change order (“ULCO”) is effective on receipt by the Design - Builder and obligates the Design - Builder to perform the

Page 44 Work according to its terms. PEDC shall pay to Design - Builder all increased costs incurred by Design - Builder in performing the Work required under such ULCO and Design - Builder shall be entitled to an extension of the Contract Time, to the extent of any delay caused by such ULCO. The Design - Builder shall perform the Work under the ULCO. 19.4 No Cost Changes - Notwithstanding anything contained herein to the contrary, Design - Builder shall have authority to make non-material changes (not material in relation to the intent of this Design - Build Agreement and Project Schedule) in the design and construction consistent with the intent of this Design - Build Agreement and not involving an extension of the Delivery Dates or adjustment in the Contract Sum; provided that Design - Builder shall give PEDC and the DR written notice of each such change under this Section 19.4. In addition, PEDC may request that Design - Builder make a nonmaterial change (not material in relation to the intent of this Design - Build Agreement and Project Schedule) in the design and construction consistent with the intent of this Design - Build Agreement and not involving an extension of the Delivery Dates or adjustment in the Contract Sum, which consent shall not be unreasonably withheld by Design - Builder. 19.5 Valuation of Change Orders - The value of changes in the Work, either additive or deductive, executed under a Change Order, shall be determined in one of the following ways: (1) By acceptance of a lump sum proposal as defined by the following paragraphs. Design - Builder shall furnish PEDC an itemized breakdown, in such detail and form as acceptable to PEDC, of all costs and supporting information including but not limited to quantities, material prices, tier subcontracted work performed, labor rates and employer payments, and rental rates. The itemized breakdown detail shall be the same for any Subcontractor work. The Design - Builder shall furnish PEDC the following additional information in the itemized breakdown: Insurance charges and bond charges used in computing the lump sum proposal. This information shall also be provided for any Subcontractor work. Costs shall include: Labor cost, including all classifications through foremen when engaged in the actual and direct performance of the Work, and actual employer payments to or on behalf of workers for health and welfare, pension, vacation, insurance, and any similar charges imposed by law or required by applicable collective bargaining agreements; materials, installed permanently in the Work or expended in performance thereof, rental cost of construction plant and equipment at the Work site; energy, fuel, and supplies consumed in operation of power-drive equipment; insurance, necessary design and professional consulting fees and further revisions of previously finalized shop drawings and/or fabrication drawings. In lieu of providing information for all employer payments to or on behalf of workers, excluding actual gross wages, the Design - Builder proposal may

Page 45 use a percentage factor, acceptable to PEDC, which shall constitute full compensation for all employer payments other than actual gross wages. The Design - Builder shall provide complete supporting information for calculation of the percentage factor(s) when so requested by PEDC. Costs shall not include: (these costs shall be considered a part of overhead and profit or markups) Labor for superintendents, assistant superintendents, office personnel (home and field), timekeepers, and maintenance mechanics at any level of contracting; per diem and travel allowances for any of the aforementioned labor classifications; pieces of equipment, hand tools, or instruments having a new value of $500.00 or less, whether or not consumed by use; safety programs; on site and main offices and operating costs; modifications to record drawings; guarantee period cost allowances; and punch list allowances. For subcontracted work the Subcontractor will be allowed to add to the costs, as defined in subsection 19.5(1), overhead and profit for an amount not to exceed the following percentages: Fifteen percent (15%) on the first $10,000, twelve percent (12%) on the balance over $10,000. To the total cost of subcontracted work the Design - Builder will be allowed to add the cost of any additional required Builder Risk Insurance. To this total the Design - Builder will be allowed to add a maximum of seven percent (7%) for the Design - Builder's overhead and profit for changed work. To this total the Design - Builder will be allowed to add the cost of any additional required Bond. On changes involving both additions and deletions, percentages for overhead and profit will be allowed only on the net addition. (2) By unit prices named in the Design - Build Agreement or subsequently agreed upon. 19.6 Design - Builder's Risk of Performance - Except as expressly provided in this Article XXI, the Design - Builder shall not be entitled to an increase in the Contract Sum or the Contract Time and shall bear full responsibility for all risks affecting the Design - Builder's cost of performance. Article XX - Administration of Change Order Requests 20.1 Requests for Changes - 20.1.1 Time Extension Requests. All relief related to excusable and compensable delays, including monetary compensation for the any delay not caused by the Design - Builder, shall be governed by the provisions of Article XXII, and any time extension granted or compensation for delay shall be made pursuant to that Article. A single Change Order may be issued, adjusting both Contract Time and Contract Sum, where both arise from the same claim.

Page 46 20.1.2 Requests for Cost Adjustment. All requests for adjustment in the Contract Sum shall be made as follows: When PEDC wishes to order changes in the Work, the DR shall submit to the Design - Builder a Change Order Request (COR), consisting of a description of the request, including any sketches and description of the Work as are reasonably necessary to inform the Design - Builder of the nature of the change. Within Fifteen (15) days of receipt of PEDC’s COR, the Design - Builder shall submit a Change Order Proposal Evaluation (CPE) to the DR, stating that the proposed change is a no-cost change, or proposing an adjustment in the Contract Sum. 20.2 Processing Requests for Change - 20.2.1 Response to CPE. As soon as possible, but not more than ten (10) days after receipt of any CPE submitted by the Design - Builder, PEDC shall respond in writing by either (1) issuing a Change Order, (2) rejecting the same, (3) initiating negotiations with the Design - Builder concerning the proposed cost adjustment and completing those negotiations within five (5) business days, or (4) requesting additional information. 20.2.2 Change Orders as Amendments. All effective change orders constitute amendments to the Design - Build Agreement. Article XXI - Time Allotted for Performance; Construction Schedules 21.1 Construction Timetable - The Contract Time will be measured from the date hereof to the Delivery Dates for each phase of the Work, including any modification by Change Order. Failure to achieve Substantial Completion of the Work within the Contract Time will subject the Design - Builder to Liquidated Damages as provided in SEction 8.7.3. 21.2 Project Schedule - The Project Schedule attached hereto as Exhibit G shows the dates for starting and completing the various component activities making up the Work, and the logical relationships between them. The Design - Builder shall also provide to PEDC and for informational purposes a more detailed construction schedule utilizing the Critical Path Method which shall be in a format and in sufficient detail to permit the Work to be competently managed and its progress monitored. This more detailed construction schedule shall incorporate a schedule for Non-Design - Builder Work, if and to the extent PEDC and the DR provide to Design - Builder appropriate information with regard to the scope and schedule for such Non-Design - Builder Work. The Design - Builder shall also submit to PEDC and the DR for informational purposes a separate schedule, correlated with the Project Schedule that shows the dates the Design - Builder intends to make all required submittals. 21.2.1 Schedule Updates. The Project Schedule shall be updated not less than once a month to reflect progress to date, and current plans for completing the

Page 47 Work. The updated Project Schedule shall be submitted to PEDC for informational purposes only. The Design - Builder shall show the anticipated date of completion reflecting all extensions of time granted as of the date of the update. The Progress Schedule shall constitute the Design - Builder's representation to PEDC and the DR that the Design - Builder will follow the schedule as submitted and that all progress to date shown on the schedule is accurately depicted. Upon notice to PEDC, the Design - Builder may revise the Project Schedule at any time when in the Design - Builder's judgment it becomes necessary for the management of the Work, provided there is no increase in Contract Time or Contract Sum. 21.2.2 Effect of Schedule Submittal. Submittal of the Project Schedule, and successive updates or revisions is for the information of PEDC and to permit the coordination of their activities with those of the Design - Builder. PEDC’s review of a Project Schedule, update or revision does not indicate the approval of the Design - Builder's proposed sequences and duration. PEDC’s review of a Project Schedule update or revision indicating late completion does not constitute consent to a late finish, or waive either the Design - Builder's responsibility for timely completion or PEDC’s right to damages for the Design - Builder's failure to do so. 21.2.3 Ownership of Float. Float time contained in the Project Schedule is for the exclusive benefit of the Design - Builder. Article XXII - Modification of Contract Time 22.1 Delays of and Extension of Time - The Design - Builder may be granted an extension of time because of Change Orders or any cause beyond the Design - Builder's control. All Contract Time modifications must be reflected on the Project Schedule within thirty (30) days of PEDC’s approval. 22.2 Time Extension Requests - If the Design - Builder believes that the completion of the Work has been delayed by a circumstance the Design - Builder has reason to believe is not under its control, other than inclement weather, the Design - Builder shall give PEDC written notice, stating the nature of the delay and the activities potentially affected, within thirty (30) calendar days after the later of the onset of the event or circumstance giving rise to the delay or the date Design - Builder first learns of such impact. Such claims should be accompanied by sufficient written evidence to document the delay. In the case of a continuing cause of delay, only one claim is necessary. Claims for extensions of time shall be stated in numbers of whole calendar days. Claims for the cost of the Work Design - Builder reasonably believes are associated with the delay shall be submitted in writing within thirty (30) calendar days after the later of the cessation of the cause of the delay or the date Design - Builder firsts learns of such impact. The Design - Builder and PEDC recognize and agree that it is beneficial to each to identify delays and make necessary schedule adjustments promptly, and that a Project Schedule prepared and updated by the Design - Builder provides an effective tool for measuring and tracking the impact of delays. All Changes to the Construction Timetable or Contract Sum made as a result of such claims shall be by Change Order, as