GENERAL WORK CONSTRUCTION AGREEMENT between Graycor Industrial Constructors Inc. as Contractor and OTTER TAIL POWER COMPANY, as agent for NORTHWESTERN CORPORATION D/B/A/ NORTHWESTERN ENERGY; MONTANA-DAKOTA UTILITIES CO., A DIVISION OF MDU RESOURCES...

Exhibit 10.1

Confidential treatment has been requested for portions of this exhibit pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as [**]. A complete version of this exhibit has been filed separately with the Securities and Exchange Commission.

GENERAL WORK CONSTRUCTION AGREEMENT

between

Graycor Industrial Constructors Inc.

as Contractor

and

OTTER TAIL POWER COMPANY, as agent for

NORTHWESTERN CORPORATION D/B/A/

NORTHWESTERN ENERGY; MONTANA-DAKOTA UTILITIES CO.,

A DIVISION OF MDU RESOURCES GROUP, INC.; and

OTTER TAIL POWER COMPANY,

as Owners

Table of Contents

					Page
ARTICLE 1 DEFINITIONS					2
	1.1		Definitions		2
	1.2		Contract Interpretation		16
	1.3		Owners’ Agent		17
	1.4		Owners’ Liability Several		18
	1.5		Inclusion; Order of Precedence		18
ARTICLE 2 EFFECTIVENESS					18
	2.1		Effectiveness; Notice to Proceed		18
	2.2		Conditions Precedent to Obligations		18
ARTICLE 3 GENERAL PROVISIONS					19
	3.1		Intent of Contract Documents		19
	3.2		Independent Contractor		19
	3.3		Subcontracting		19
	3.4		Specified Equipment Subcontractors		20
	3.5		Certain Provisions in Subcontracts		20
	3.6		Assignment of Subcontracts		21
	3.7		Subcontracts		21
ARTICLE 4 CONTRACTOR’S RESPONSIBILITIES					21
	4.1		The Work		21
	4.2		Sufficient Personnel		22
	4.3		Labor Matters		22
	4.4		Discipline and Protection		22
	4.5		Supervision		23
	4.6		Contractor’s Key Personnel		23
	4.7		Design and Engineering		23
	4.8		Quality Control		24
	4.9		Materials from Outside the U.S.A		24
	4.10		Training		24
	4.11		Certain Contractor-Provided Items		25
	4.12		Subcontractor Presence		25
	4.13		Current Records; As-Built Drawings		25
	4.14		Transportation Costs		25
	4.15		Operating and Maintenance Manuals		25
	4.16		Control of Work		25
	4.17		Emergency Response		26
	4.18		Local Conditions and Transportation		26
	4.19		Big Stone Site Conditions		27
	4.20		Witnessing and Inspection Rights		28
	4.21		Use of Site		28
	4.22		Compliance With Applicable Law		30
	4.23		Permits and Approvals		31
	4.24		Periodic Reports & Meetings		31
	4.25		Signage		31

i

Table of Contents (Continued)

					Page
	4.26		Spare Parts		32
	4.27		Interference with Traffic		32
	4.28		Supplies and Facilities		32
	4.29		Cutting and Patching		32
	4.30		Cleaning Up		33
	4.31		Waste Disposal		33
	4.32		Water Control		33
	4.33		Permit Assistance		33
	4.34		Deliveries by Truck		33
	4.35		Artifacts, Other Valuable Items and Endangered Species		33
	4.36		Release		34
	4.37		Covering		34
	4.38		Administrative Facilities		34
	4.39		No First of a Kind		34
	4.40		NERC Critical Infrastructure Security Management Controls		35
	4.41		Salvaged Materials		36
ARTICLE 5 OWNERS RIGHTS, DUTIES & OBLIGATIONS					36
	5.1		Key Personnel		36
	5.2		Owners’ Review		36
	5.3		Owners Provided Items		36
	5.4		Right to Apply Monies		36
	5.5		Access and Inspection		37
	5.6		Owners Permits		37
	5.7		Right to Carry Out the Work		37
	5.8		Rights Not Limited		37
	5.9		Operating Personnel		37
	5.10		System Needs		38
	5.11		Contractor’s Personnel		38
	5.12		Revenue		38
ARTICLE 6 PROJECT SCHEDULE					38
	6.1		Commencement		38
	6.2		Project Schedule Update		38
	6.3		Turnover of the Systems		39
	6.4		Installation Outage		40
	6.5		Mechanical Completion		41
	6.6		Re-Setting of Work		42
	6.7		Substantial Completion		42
	6.8		Possession and Control		43
	6.9		Final Completion		43
	6.10		Maintenance Outage		43
	6.11		Contractor Requested Outage		44
ARTICLE 7 LIQUIDATED DAMAGES & LIABILITY LIMITATIONS					44
	7.1		Outage Day Liquidated Damages		44

ii

Table of Contents (Continued)

					Page
	7.2		Document Deliverables Liquidated Damages		45
	7.3		Construction Turnover Liquidated Damages		45
	7.4		Major Milestone Liquidated Damages		45
	7.5		Mechanical Completion Delay Liquidated Damages		46
	7.6		Substantial Completion Delay Liquidated Damages		46
	7.7		Final Completion Delay Liquidated Damages		46
	7.8		Work Scheduling and Liquidated Damages		47
	7.9		Payment		47
	7.10		Consequential Damages		47
	7.11		Limitations of Liability		48
	7.12		Early Operation		48
ARTICLE 8 CONTRACTOR’S COMPENSATION/CONDITIONS OF PAYMENT					48
	8.1		Summary of Compensation		48
	8.2		Fixed Portion		49
	8.3		Cost Reimbursable Portion		51
	8.4		Target Price Cost Sharing		52
	8.5		Deviations From the Target Price		55
	8.6		Taxes		57
	8.7		Application For Payment		58
	8.8		Progress Payments		58
	8.9		Payment of Substantiated Amount		58
	8.10		Supporting Documentation		59
	8.11		Withholding to Protect Owners from Loss		59
	8.12		Final Payment		60
	8.13		Disputed Applications For Payment		61
	8.14		Payment of Subcontractors		61
	8.15		Retainage		62
	8.16		Overpayment		62
	8.17		Tax and Accounting Information		62
ARTICLE 9 EXCUSABLE EVENTS AND FORCE MAJEURE					63
	9.1		Notice		63
	9.2		Rights Limited		63
ARTICLE 10 CONTRACT CHANGES					64
	10.1		Owners-Initiated Changes		64
	10.2		Contractor Change Notice		65
	10.3		Emergencies		65
	10.4		Resolution		66
	10.5		Contractor Caused Delays		66
ARTICLE 11 TEST AND INSPECTIONS					66
	11.1		Tests		66
	11.2		Witnessing Tests and Inspections		66
	11.4		Defects Found During Inspections and Tests		66

iii

Table of Contents (Continued)

					Page
ARTICLE 12 CORRECTION OF WORK					67
	12.1		Correction of Work		67
	12.2		Urgent Repairs		67
	12.3		Damage to Existing Facilities		67
ARTICLE 13 WARRANTY					67
	13.1		Work Warranty		67
	13.2		Warranty Period		68
	13.3		Defects		68
	13.4		Subcontractor Warranties		69
	13.5		Primary Liability		69
	13.6		Defect Limitations		69
	13.7		Warranty Assistance		69
	13.8		Reasonable Access		69
	13.9		Root Cause Repairs		69
	13.10		Exclusivity of Warranties and Remedies		70
ARTICLE 14 PROTECTION OF PERSONS AND PROPERTY					70
	14.1		Safety Programs		70
	14.2		Applicable Law		71
	14.3		Safety Precautions		71
	14.4		Community Relations		71
	14.5		Security		71
	14.6		Dangerous Materials		71
	14.7		Safety Personnel		72
	14.8		Loading		72
	14.9		Notices to Owners		72
	14.10		Hazards and Training		73
	14.11		Drug and Alcohol		73
ARTICLE 15 SEPARATE CONTRACTORS AND ACTIVITIES BY OWNERS					73
	15.1		Separate Work		73
	15.2		Integration		73
	15.3		Coordination		74
	15.4		Use of Job Site		74
	15.5		Deficiency in Work of Owners and Separate Contractors		74
ARTICLE 16 INTELLECTUAL PROPERTY					74
	16.1		Ownership/License		74
	16.2		Indemnity Against Intellectual Property Infringement		75
	16.3		Contractor’s Responsibility for Litigation		76
	16.4		Assistance		76
	16.5		Injunction		76
	16.6		Contractor’s Continuing Obligation		76
	16.7		Limitations and Conditions		76
	16.8		Availability of Intellectual Property		77

iv

Table of Contents (Continued)

					Page
ARTICLE 17 REPRESENTATIONS AND WARRANTIES					77
	17.1		Contractor		77
	17.2		Owners		78
ARTICLE 18 CONFIDENTIAL INFORMATION					79
	18.1		Confidential Information		79
	18.2		Import or Export of Technical Data		80
	18.3		Third Party Proprietary Information		80
	18.4		Public Relations		80
ARTICLE 19 HAZARDOUS SUBSTANCES					81
	19.1		Hazardous Substances		81
ARTICLE 20 INDEMNIFICATION					84
	20.1		Contractor’s Indemnity		84
	20.2		Owners’ Indemnity		85
	20.3		Defense of Claims or Actions		86
	20.4		Liens		87
ARTICLE 21 INSURANCE					88
ARTICLE 22 TITLE & RISK OF LOSS					88
	22.1		Transfer of Title		88
	22.2		Title Warranty		88
	22.3		Risk of Loss		89
	22.4		Contractor Tools		89
ARTICLE 23 GOVERNING LAW AND DISPUTE RESOLUTION					89
	23.1		Governing Law		89
	23.2		Resolution		89
	23.3		Continuation of Work		90
ARTICLE 24 TERMINATION					90
	24.1		Termination for Convenience		90
	24.2		Termination by Owners for Cause		91
	24.3		Termination by Contractor for Cause		93
	24.4		Suspension of the Work		94
ARTICLE 25 MISCELLANEOUS PROVISIONS					94
	25.1		Entire Agreement		94
	25.2		Successors and Assigns		94
	25.3		Contractual Relationship		95
	25.4		Notices		95
	25.5		Rights Cumulative		96
	25.6		Incorporation by Reference		96
	25.7		No Waiver		96
	25.8		Agreed Rate		96

v

Table of Contents (Continued)

					Page
	25.9		Audit		96
	25.10		Survival		98
	25.11		No Third Party Beneficiaries		98
	25.12		Non-Recourse		98
	25.13		Contractor’s Security		98
	25.14		Provisions Required by Law		98
	25.15		Severability		98
	25.16		Joint Effort		99
	25.17		Counterparts		99
	25.18		Approvals Not To Relieve Contractor		99
	25.19		Consultants		99
	25.20		Equal Employment Opportunity		99

vi

EXHIBITS

Exhibit A	[Reserved]
Exhibit B	Technical Specification B-7808 General Work Contract (GWC)
Exhibit C	Initial Target Price & Contractor’s Unit Rates
Exhibit D	Project Schedule and Key Dates
Exhibit E	Contractor’s Equipment and Rentals
Exhibit F	Forms
	F-1	Applications For Payment
	F-2	Certificates
	F-2A	Mechanical Completion Certificate
	F-2B	Mechanical Completion Checklist
	F-2C	Substantial Completion Certificate
	F-2D	Substantial Completion Checklist
	F-2E	Final Completion Certificate
	F-2F	Final Completion Checklist
	F-3	Change Order
	F-4	[Reserved]
	F-5	Lien Waivers and General Release
	F-5A	Partial Waiver and Release of Lien
	F-5B	Final Waiver and Release of Lien
	F-6	Notice to Proceed
	F-7	[Reserved]
Exhibit G	[Reserved]
Exhibit H	Health and Safety Requirements
Exhibit I	Insurance
Exhibit J	Small Tools & Consumables List
Exhibit K	Key Personnel
Exhibit L	[Reserved]
Exhibit M	[Reserved]
Exhibit N	[Reserved]
Exhibit O	Owners Provided Items
Exhibit P	Permits
Exhibit Q	[Reserved]
Exhibit R	Craft Labor Rates
Exhibit S	Site
	S-1	Job Site Description
	S-2	Big Stone Site Description
	S-3	Site Restrictions
	S-4	Contractor Health & Safety Plan Requirements and Expectations
	S-5	Site Work Rules
	S-6	Storm Water Pollution Prevention Plan
	S-7	Toxic Release Inventory form

GENERAL WORK CONSTRUCTION AGREEMENT

This General Work Construction Agreement for Work (“Agreement”) is entered into as of the 1st day of February 2013 (“Effective Date”), by and between Graycor Industrial Constructors Inc., an Illinois corporation, as (“Contractor”) and Otter Tail Power Company (“Otter Tail”), as agent for Northwestern Corporation d/b/a/ Northwestern Energy, a Delaware corporation; Montana-Dakota Utilities Co., a division of MDU Resources Group, Inc., a Delaware corporation; and Otter Tail Power Company, a Minnesota corporation as (“Owners”).

R E C I T A L S

WHEREAS, Owners desire to enter into an agreement with a qualified contractor to design, engineer, procure, construct and install the Work (as hereinafter defined), to procure certain Equipment and supplies required therefor, and to inspect and test the Work following the completion of the Work (as hereinafter defined) on a target price basis as set forth in this Agreement;

WHEREAS, Contractor represents that it is qualified to design, engineer, procure, construct and install the Work and to inspect and test the Work following the completion of the Work and Contractor desires to perform all work and services in connection therewith on a target price basis in accordance with the requirements and provisions of this Agreement; and

WHEREAS, Contractor agrees to perform the Work as more specifically described in this Agreement.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties, intending to be legally bound, do hereby agree as follows:

ARTICLE 1

DEFINITIONS

1.1           Definitions.  The following terms have the respective meanings specified in this Article 1 when capitalized and used in this Agreement or in any notice delivered under or in respect of this Agreement.

“Actual Cost” has the meaning set forth in Section 8.7.

“Affiliate” means any Person that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, Owners or Contractor.

“Agreed Rate” has the meaning set forth in Section 25.8.

“Agreement” has the meaning set forth in the first paragraph hereof and includes the body of this Agreement (the “Body of this Agreement”) and all Exhibits herein referenced, as amended, modified, or supplemented from time to time.

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“Applicable Credits” has the meaning set forth in Section 25.9.3.

“Applicable Law” means any applicable statute, law (including common law), rule, treaty, regulation, code, ordinance, permit, approval, interpretation, injunction, judgment, decree, writ, order or the like, including NERC Requirements, Codes and Standards, and the Permits, when issued, enacted, or promulgated by a Governmental Authority and interpretations thereof by a Governmental Authority.

“Application For Payment” means a written request by Contractor to Owners for payment, completed in the form required by Exhibit F-1, together with the documentation required by Section 8.10.

“As-Built Drawings” means:  (i) all drawings prepared by the Contractor, Subcontractors, or Suppliers in the performance of the Work that are “issued for construction” by Contractor and (ii) the Plans, in each case as modified and updated to accurately show the final actual design and construction of the Work upon Final Completion.

“Big Stone Site” means the site, as more particularly described in Exhibit S-2.

“Business Day” means any Day other than a Saturday, Sunday, or a holiday observed by the United States federal government, the State of South Dakota, or Otter Tail.

“CEII” has the meaning set forth in Section 4.40.

“Certificate” means the applicable Certificate of Mechanical Completion, Substantial Completion, or Final Completion, as the case may be.

“Certificate of Final Completion” will be in the form set forth in Exhibit F-2.

“Certificate of Mechanical Completion” will be in the form set forth in Exhibit F-2.

“Certificate of Substantial Completion” will be in the form set forth in Exhibit F-2.

“Change in Law” means an amendment, modification, or change of Applicable Law enacted, adopted, or promulgated after the Effective Date by a Governmental Authority.  A change in Applicable Law with respect to: (i) taxes or levies assessed on the basis of Contractor’s income, profits, revenues, and/or gross receipts (other than the Contractor’s Excise Tax); (ii) other taxes, duties, or imposts for which Contractor is responsible hereunder (other than the Sales Taxes); (iii) taxes, levies, or withholdings that vary the compensation, benefits, or amounts to be paid to, on behalf of or on account of Contractor’s or its Subcontractors’ employees; and (iv) Changes in Law enacted, published, or issued before the Effective Date, whether or not such Changes in Law became effective after the Effective Date, will not constitute a Change in Law hereunder.

“Change Order” has the meaning set forth in Section 10.1.3.

“Change Order Request” has the meaning set forth in Section 10.1.1.

- 3 -

“Change(s)” has the meaning set forth in Section 10.1.1.

“Claim Notice” has the meaning set forth in Section 20.3.1.

“Claims” has the meaning set forth in Section 20.1.

“Climatic Conditions” means weather conditions at the Big Stone Site or at the principal facilities where the Work is to be performed, including temperature, wind, hurricane forces, microbursts, precipitation (rain, snow, ice, hail, flooding), and lightning which, based on weather data for such locations during the ten (10) years prior to the Effective Date, would not reasonably have been expected to occur.

“Codes and Standards” means the most recent edition of the codes, standards, and guidelines applicable to the Work, including those listed in Exhibit B.

“Component” means any and all Systems, subsystems, subassemblies, Contractor Supplied Materials and Equipment, spare parts, and every item of whatever nature, including all documentation related thereto, connected with the Work performed or provided by Contractor or its Subcontractors under this Agreement that is permanently incorporated into the Work or the Unit as part of the Work, provided as part of the Work, and retained by Owners following Final Completion.

“Computer Program(s)” means a sequence of instructions, data, or equations in any form, and explanations thereof, intended to cause a computer, a control data processor or the like to perform any kind of operation, which is provided by Contractor or its Subcontractors under this Agreement.

“Confidential Information” has the meaning set forth in Section 18.1.

“Construction Aids” means all equipment (including construction equipment), apparatus, tools, supplies, construction tools, support services, field office equipment, supplies, structures, form lumber, protective fencing, and other goods and items that are required to construct, clean, commission, or test the Work following the completion of the Work, but which are neither incorporated into the Work nor retained by Owners.

“Construction Equipment and Rentals Amount” mean the amount described in Section 8.2.6.

“Construction Turnovers” mean the events listed in Exhibit B, Section 013216, Article 105.1, Table 1-1, Items No. B.1 through B.21, inclusive.

“Consumables” means items such as compressed air or gases, chemicals, oils, lubricants, cleaning materials, demineralized water, valve packing, lamps, light bulbs, gaskets, fuel filters and comparable items which, by normal industry practices, are considered consumables and are replaced on a regular basis, required for cleaning, preparing, or completing the Work or are required for the proper operation of the Equipment.

“Contractor” has the meaning set forth in the first paragraph of this Agreement.

- 4 -

“Contractor Change Notice” has the meaning set forth in Section 10.2.

“Contractor Default” has the meaning set forth in Section 24.2.1.

“Contractor Hazardous Substances” has the meaning set forth in Section 19.1.1(ii).

“Contractor Indemnitees” has the meaning set forth in Section 20.2.

“Contractor Response” has the meaning set forth in Section 10.1.2.

“Contractor’s Excise Tax” means the excise tax described in South Dakota Codified Laws Chapter 10-46A.

“Contractor’s Representative” means the individual designated by Contractor pursuant to Section 4.6.

“Contractor’s Share” means Contractor’s share of the amount by which the Total Construction Costs is less than or exceeds the Target Price, as such amount is determined in accordance with Section 8.5.

“Contractor Supplied Materials and Equipment” means all Materials and Equipment required to be supplied by Contractor as part of the Work, as identified in the Exhibit B.

“Contractor Taxes” has the meaning set forth in Section 8.6.1.

“Corporate Overhead & Profit Amount” mean the amount described in Section 8.2.1.

“Corrective Action” has the meaning set forth in Section 13.3.

“Cost Reimbursable Portion” means the sum of the Direct Hire Craft Labor Costs, Small Tools and Consumables Costs, Permanent Materials Costs, Subcontractor Costs and Miscellaneous Costs as further defined and set forth within Section 8.3.

“Data & Telecommunications Systems Amount” mean the amount described in Section 8.2.4.

“Day” means a calendar day, including Saturdays, Sundays and legal holidays, except that, in the event that a payment obligation to be performed under this Agreement falls due on a calendar day that is not a Business Day, the payment obligation shall be deemed due on the next Business Day thereafter.

“Defect” (and derivative forms thereof, e.g., “Defective”) means a defect, deficiency, or nonconformity in the Work or other deviations from the warranties set forth in Section 13.1.

“Design” (and derivative forms thereof) means all design, calculation, and engineering products or services and the conduct thereof, including all preliminary and detailed design of the Work that is required to be performed by Contractor pursuant to Exhibit B.

“Design Documents” has the meaning set forth in Section 4.7.

- 5 -

“Direct Hire Craft Labor Costs” mean the costs described in Section 8.3.1.

“Disclosing Party” means a Party disclosing Confidential Information to the other Party.

“Dispute” means a claim, dispute or other controversy arising out of, or relating to, this Agreement which an authorized representative of a Party does not believe can be resolved by the Parties’ authorized representatives.

“Early Operation” means Owners have taken sole control of and operate the Work or the Unit as part of the Work for their own commercial purposes to the exclusion of Contractor, prior to the actual date on which Substantial Completion occurs, other than in connection with or incidental to the start-up, commissioning, and debugging or testing of the Work or the Unit as part of the Work following the completion of the Work.

“Effective Date” has the meaning set forth in the first paragraph of this Agreement.

“Emergency Notification List” means a list of personnel of Owners, with associated contact information, that sets forth the individuals to be notified first in the event of an emergency involving health or safety, including environmental harm, or material damage to property, as such list is amended by Owners and provided to Contractor from time to time.

“Environmental Action” has the meaning set forth in Section 19.1.1(ii).

“Equipment” means any product that:  (i) is to be incorporated into the Work or the Unit as part of the Work; (ii) is an assembly of operational and/or non-operational parts, whether motorized or manually operated; and (iii) requires service connections, such as wiring, piping, or other process connections.

“Excusable Events” means the following events to the extent that such event materially and adversely results in an actual delay in the performance of the Work that Contractor demonstrates materially affects the critical path of the Work, an increase in Contractor’s cost of performing the Work or otherwise materially and adversely affects Contractor’s performance hereunder:

(i) material delays caused by Owners’ failure to fulfill any of its obligations under this Agreement, to the extent such delay occurs without the fault or negligence of Contractor or its Subcontractors;

(ii) material delays caused by acts of Owners, Owners’ separate contractors or those acting on Owners’ behalf, except (a) acts permitted to be taken under this Agreement, including acts taken in accordance with Prudent Utility Practices related to the Big Stone Site or (b) to the extent caused by the fault or negligence of Contractor or its Subcontractors.

(iii) suspension of the Work, in whole or in part, pursuant to Sections 24.3.2 or 24.4;

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(iv) a change by Owners in the date or duration of the Installation Outage that is not the consequence of the request or fault of Contractor; or

(v) the discovery of any (a) Owners Hazardous Substance that requires Environmental Action; (b) differing local conditions or Job Site conditions for which Contractor is not responsible pursuant to Sections 4.17 and/or 4.18; or (c) protected or endangered plant or animal species, artifacts, fossils or other items of historical, geological, archeological, or other value in accordance with Section 4.35.

“Exhibits” means all of the exhibits referenced in this Agreement.

“Existing Facilities” means the Unit, structures, installations, roadways, walkways, natural features, and the existing generating units, including the Unit, and auxiliary and support facilities located on the Big Stone Site, including all existing facilities used in connection with the generation of electricity; the transportation, handling or storage of fuel; or the transmission of electricity.

“Final Completion” will be deemed to have occurred when all of the following have occurred in respect of the Work: (i) Substantial Completion has been achieved; (ii) all As-Built Drawings, Information, Design Documents, Operating and Maintenance Manuals, submittals and other documents required to be delivered to Owners hereunder have been delivered; (iii) all liquidated damages for which Contractor is liable pursuant to Article 7 and other amounts owed by Contractor to Owners under this Agreement, if any, have been paid to Owners; (iv) all Work, including all items identified on the Punch List, has been completed other than Work and other obligations that require future performance (e.g., warranty Work and indemnification obligations); and (v) Owners have issued the Certificate of Final Completion.

“Final Completion Date” means the date on which Contractor successfully achieves Final Completion.

“Fixed Portion” means the sum of the Corporate Overhead & Profit Amount, Project Staff Amount, Reproduction Expense Amount, Data & Telecommunications Systems Amount, Site Logistics Amount, and Construction Equipment and Rentals Amount as further defined and set forth within Section 8.2.

- 7 -

“Force Majeure” means any condition, event, or circumstance, including the examples set forth below, but only if, and to the extent: (i) such condition, event, or circumstance is not within the reasonable control of the Party affected; (ii) such condition, event, or circumstance, despite the exercise of reasonable diligence, could not be prevented, avoided or removed by such Party; (iii) such condition, event, or circumstance has a material adverse effect on the ability of the affected Party to fulfill its obligations under this Agreement; (iv) the affected Party has taken all reasonable precautions, due care, and reasonable alternative measures in order to avoid the effect of such condition, event, or circumstance on the affected Party’s ability to fulfill its obligations under this Agreement and to mitigate the consequences thereof; and (v) such condition, event, or circumstance is not the result of any failure of such Party to perform any of its obligations under this Agreement.  By way of example, such events, conditions and circumstances include war, rebellion, sabotage, civil strife, insurrection, public disorder, Climatic Conditions, earthquake, fire, quarantine, acts of terrorism, industry-wide or national strikes, and Changes in Law.  Notwithstanding the foregoing, Force Majeure shall not include the following events, conditions or circumstances:

(a) late delivery of Contractor Supplied Materials and Equipment, Consumables, or Construction Aids required for the Work however caused, including by congestion at a Subcontractor’s plant or elsewhere; oversold market conditions; inefficiencies; transportation delays (except to the extent a transportation delay is caused by the occurrence of an independent condition, event, or circumstance described in and meeting the conditions of the first full paragraph of this definition); or other similar circumstances;

(b) shortages of supervisors, labor, Contractor Supplied Materials and Equipment, Consumables, or Construction Aids;

(c) late performance as a consequence of any violation of Applicable Law or decisions of a Governmental Authority related to the conduct of Contractor’s or any Subcontractor’s business, including insolvency or any delay related to the economic, commercial, or labor circumstances of Contractor, any Subcontractor or other business conducted by Contractor or any Subcontractor;

(d) breakdown, loss, or damage to or theft of Contractor Supplied Materials and Equipment, Consumables, or Construction Aids, except where such breakdown, loss, or damage is directly due to the occurrence of an independent condition, event, or circumstance described in and meeting the conditions of the first full paragraph of this definition;

(e) failure of a Party to pay amounts due and owing under this Agreement;

(f) strikes or other labor disturbances affecting Contractor or any of its Subcontractors, except as expressly set forth in the examples described in the first full paragraph of this definition;

(g) increased costs of the Work, general economic, or industry conditions; or

(h) weather conditions other than Climatic Conditions.

Notwithstanding the foregoing, with respect to the performance of the Work in connection with the Installation Outage, the definition of Force Majeure in the first full paragraph of this definition is limited to an event of Force Majeure that occurs on the Big Stone Site (including the Job Site) before or during the scheduled duration of the Installation Outage; provided that Contractor has satisfied the Marshaling Requirement, as more particularly described in Section 6.4.1.

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“Governmental Authority” means any federal, state, county, regional, city, parish or local government body, agency, authority, branch, department, arbitrator, court or any subdivision, instrumentality or agency thereof, having or claiming a regulatory interest in or jurisdiction over the Work (or any portion thereof), the Unit, the Big Stone Site, this Agreement, or one or more of the Parties.

“Guaranteed Final Completion Date” means ten (10) Days following the Substantial Completion Date.

“Guaranteed Mechanical Completion Date” means May 24, 2015, which date may be adjusted pursuant to the terms and conditions of this Agreement.

“Guaranteed Substantial Completion Date” means August 24, 2015, which date may be adjusted pursuant to the terms and conditions of this Agreement.

“Hazardous Substance” means:  (i) any chemicals, materials, substances, or wastes which are now or hereafter defined as or included in the definition of “hazardous substance,” “hazardous material,” “hazardous waste,” “solid waste,” “toxic substance,” “extremely hazardous substance,” “pollutant,” “contaminant,” or words of similar import under any Applicable Law; (ii) any petroleum, petroleum products (including crude oil or any fraction thereof), natural gas, natural gas liquids, liquefied natural gas, or synthetic gas useable for fuel (or mixtures of natural gas and such synthetic gas), or oil and gas exploration or production waste, polychlorinated biphenyls, asbestos or asbestos-containing materials, mercury, urea formaldehyde insulation, radioactive material, and lead-based paints, or any other substance that has been contaminated, polluted or made toxic; and (iii) any other chemical, material, substances, waste, or mixture thereof which is prohibited, limited, or regulated pursuant to, or that could reasonably be expected to give rise to liability under, any Applicable Law.

“Health and Safety Plan” has the meaning set forth in Section 14.1.

“Hazardous Substance Management Plan” has the meaning set forth in Section 4.21(vii).

“Hold Point” means an inspection point with respect to which Contractor or its Subcontractors may not proceed further with respect to the Work unless and until Owners have either: (i) inspected the applicable Work and authorized Contractor (including its Subcontractors) to proceed or (ii) waived such inspection in writing.  Hold Points include those points designated in Exhibit B and those designated by Owners from time to time by formal notice to Contractor.

“Indemnified Parties” has the meaning set forth in Section 20.3.1.

“Indemnifying Parties” has the meaning set forth in Section 20.3.1.

“Information” means all drawings; documents; manuals; training materials; Computer Programs; operating, maintenance, and other guidelines and procedures; and Design, Design Documents, and other data, trade secrets, and information used or supplied by Contractor, whether directly itself or indirectly through Subcontractors, whether paper or electronic media, in performance of this Agreement which would be reasonably useful or necessary in Owners’ operation, maintenance, repair, personnel training, modification, or use of the Work or the Unit as part of the Work following the completion of the Work or the Unit.

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“Initial Target Price” has the meaning set forth in Section 8.4.

“Interim Target Price” means the sum of (i) the Fixed Portion and (ii) the Cost Reimbursable Portion, in each case as determined in accordance with Section 8.4.2 as of any True-Up Submittal Date other than the last True-Up Submittal Date and set forth in the applicable Change Order as described in Section 8.4.2.

“Insolvency Event” means, with respect to the Person:  (i) the Person’s (a) failure to generally pay its debts as they become due, (b) admission in writing of its inability to pay its debts as they become due or (c) making a general assignment for the benefit of creditors; (ii) any proceeding being instituted by or against the Person seeking:  (a) to adjudicate it as bankrupt or insolvent, (b) liquidation, winding up, reorganization, arrangement, adjustment, protection, relief or composition of it or its debts under any Applicable Law relating to bankruptcy, insolvency, reorganization or relief of debtors or (c) the entry of an order for relief or the appointment of a receiver, trustee, custodian or other similar official for it or for any substantial part of its property and, in the case of any such proceeding instituted against the person, either such proceeding remains undismissed for a period of thirty (30) Days or any of the actions sought in such proceeding occur; or (iii) the Person’s taking any action to authorize any of the actions set forth above in this definition.

“Installation Outage” means the period during the scheduled outage of the Unit during which time Contractor must complete the installation of a portion of the Work (the time and date for such outage and the period during which Contractor may perform Work is set forth in Exhibit D).  The Installation Outage will commence ninety six (96) hours after the Unit has been taken off-line.

“Installation Start Date” means the date and time set forth in Exhibit D when Contractor may commence the Work required to be performed during the Installation Outage, as such date and time may be adjusted pursuant to this Agreement.

“Intellectual Property” means all patents, patent applications, copyrights, trade secrets and all other intellectual property rights.

“Job Site” means that portion of the Big Stone Site on which the Work or the Unit as part of the Work is located, including areas for parking, storage, laydown, and administrative facilities, as more particularly described in Exhibit S-1.

“Liabilities” has the meaning set forth in Section 20.1.

“Lien Indemnitees” has the meaning set forth in Section 20.4.

“Liens” has the meaning specified in Section 20.4.

“List of Submittals” has the meaning specified in Section 7.2.

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“Major Milestone” has the meaning set forth in Exhibit B, Section 013216, Article 105.1, Table 1-1.

“Major Subcontractor” means a Subcontractor providing labor, services, and/or Contractor Supplied Materials and Equipment in relation to the Work under this Agreement that has a value of Fifty Thousand Dollars ($50,000) or more.

“Marshaling Requirement” has the meaning set forth in Section 6.4.1.

“Materials” means any products, supplies, bulks, materials, logic, or Computer Programs that are to be incorporated into the Work or the Unit as part of the Work, whether or not substantially shaped, cut, worked, mixed, finished, refined, or otherwise fabricated or processed, and which are not items of Equipment, Consumables, or Construction Aids.

“Mechanical Completion” means when, with respect to the Work, all of the following have occurred: (i) all Contractor Supplied Materials and Equipment have been furnished and installed in accordance with Exhibit B and manufacturers’ requirements (and in a manner that does not void any warranty) and the terms of this Agreement and, as appropriate, checked for alignment, lubrication, rotation, and hydrostatic and pneumatic pressure integrity; (ii) Turnover Acknowledgement of all Systems has been achieved; (iii) all Systems have been installed, cleaned and statically tested and cold commissioning has been completed and all automation from control work stations required by the Exhibit B have been achieved; (iv) all initial tests have been completed and all instruments have been calibrated; (v) the Work or the Unit as part of the Work is capable of safe operation; (vi) the Work or the Unit as part of the Work is ready to commence testing, and integrated operations without the use of temporary equipment or installations; (vii) an initial Punch List has been established and mutually agreed upon by Owners and Contractor; (viii) the classroom training required by Section 017900 of Exhibit B has been completed; and (ix) Owners have executed the Certificate of Mechanical Completion.

“Miscellaneous Costs” mean the costs described in Section 8.3.6.

“Modification” means: (i) a written amendment to this Agreement signed by both Parties; (ii) a Change Order; or (iii) an Owners Authorization.

“MSDSs” has the meaning set forth in Section 19.1.2.

“NERC” means the North American Electric Reliability Corporation, a reliability organization responsible for the oversight of the regional reliability organizations established to ensure the reliability and stability of the regions.

“NERC Requirements” has the meaning set forth in Section 4.40.

“Notice to Proceed” means the written instruction given by Owners to Contractor to commence the Work under and in accordance with this Agreement in the form of Exhibit F-6.

“Operating and Maintenance Manuals” has the meaning set forth in Section 017823 of Exhibit B.

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“Otter Tail” has the meaning set forth in the first paragraph of this Agreement.

“Outage Day” has the meaning set forth in Section 7.1.

“Owners” has the meaning set forth in the first paragraph of this Agreement.

“Owners Authorization” has the meaning set forth in Section 10.1.4.

“Owners Default” has the meaning set forth in Section 24.3.1.

“Owners Engineer” means a third party engineering firm selected by Owners.

“Owners Hazardous Substance” means a Hazardous Substance existing on the Big Stone Site as of the Effective Date or a Hazardous Substance that was not introduced to or created on the Big Stone Site by Contractor or its Subcontractors, which Hazardous Substance, in either case, is of a nature or is found in an amount that requires special handling, disposal or remediation under Applicable Law.

“Owners Indemnitees” has the meaning set forth in Section 20.1.

“Owners Permits” means Permits that are to be obtained by Owners as set forth in Exhibit P.

“Owners Provided Items” means those items, Equipment, Materials, and services set forth in Exhibit O that will be provided by Owners.

“Owners Representative” has the meaning set forth in Section 5.1.

“Owners Response Period” has the meaning set forth in Section 10.1.3.

“Owners Review Period” has the meaning set forth in Section 6.3.2.

“Owners’ Share” means Owners’ share of the amount by which the Total Construction Costs is less than or exceeds the Target Price, as such amount is determined in accordance with Section 8.5.

“Parts Vendor” has the meaning set forth in Section 4.26.

“Party” or “Parties” means either Owners, Contractor, or both of them, as the context or the usage of such term may require.

“Payment Amount” means the sum of (without duplication) the (i) Fixed Portion actually paid or payable to Contractor pursuant to this Agreement, without deducting Retainage held by Owners; and (ii) the Cost Reimbursable Portion actually paid or payable to Contractor pursuant to this Agreement, without deducting Retainage held by Owners.

“Payment and Performance Bonds” has the meaning set forth in Section 25.13.

“Permanent Materials Costs” mean the costs described in Section 8.3.3.

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“Permits” means any waiver, exemption, variance, franchise, permit, authorization, approval, identification number, inspection, certification, license, clearance or similar order, filing, registration, application of, from or to any Governmental Authority, including those set forth in Exhibit P.

“Person” means any individual, company, corporation, firm, joint venture, partnership, association, limited liability entity, organization, trust, Governmental Authority, or similar entity.

“Plans” mean the contract drawings prepared by Owners’ Engineer and issued for construction showing the design, location, and dimension of the Work, generally including plans, elevations, sections, details, schedules and diagrams.

“Prime Rate” means the per annum (365 or 366 Days, as appropriate) prime rate as published from time-to-time in the “Money Rates” table of The Wall Street Journal; provided, however, if more than one such prime rate is published, the average shall be used for purposes of this Agreement, unless an equivalent bank rate is agreed to by the Parties.

“Professional Standards” means those standards and practices used by, and the degree of skill and judgment exercised by, recognized United States national engineering and/or construction firms when performing first class quality services in connection with retrofitting operating coal-fired generation facilities with  a scale similar to the Work.

“Project Requirements” means with respect to the Work or any portion thereof: (i) Applicable Law; (ii) Codes and Standards; (iii) the provisions of this Agreement; (iv) the requirements and warranties of Subcontractors, including Contractor Supplied Materials and Equipment provided by Subcontractors; (v) the requirements of insurers providing insurance pursuant to Article 21; (vi) the Operating and Maintenance Manuals; and (vii) Professional Standards.

“Project Schedule” means the critical path method project schedule, including key dates and milestones for completion of the Work established in accordance with and as set forth in Exhibit D, as such Project Schedule may be adjusted pursuant to this Agreement.

“Project Staff” has the meaning set forth in Section 8.2.2.

“Project Staff Amount” mean the amount described in Section 8.2.2.

“Prudent Utility Practices” means the practices, methods, materials, supplies, equipment, and standards of safety, performance, and service that are commonly applied in the electric utility industry in the United States to operate and maintain generating facilities similar to the Unit, including the use of, and adherence to, equipment, practices and methods, applicable industry codes, standards, and regulations that in the exercise of reasonable judgment and in light of the facts and circumstances known at the time the decision was made would be reasonably expected to accomplish the desired result while protecting the Work, the Existing Facilities, the interconnection facilities, individuals, and the environment from damage, loss, or injury.  Prudent Utility Practices are not intended to be limited to the optimum practice or method to the exclusion of all others, but rather to be a spectrum of possible, but reasonable practices and methods having due regard for vendor warranty requirements, Applicable Law, and the operating and maintenance procedures of generation and associated facilities.

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“Punch List” or “Punch List Items” means and refers to a comprehensive list initially prepared prior to certification of Mechanical Completion, and revised prior to Substantial Completion, which may be supplemented thereafter, to identify those minor defects or deficiencies in the Work that require repair, completion, correction or re-execution, the non-completion of which do not interfere with the occupancy, use, operation, safety, or reliability of the Work or the Unit.

“Receiving Party” means a Party to whom Confidential Information is disclosed.

“Records” has the meaning set forth in Section 25.9.1.

“Reproduction Expense Amount” mean the costs described in Section 8.2.3.

“Retainage” has the meaning set forth in Section 8.15.1.

“Retainage Amount” has the meaning set forth in Section 8.15.1.

“Sales Taxes” has the meaning set forth in Section 8.6.1.

“Senior Officer” means the chief executive officer, president or any senior vice president of a Party.

“Site Logistics Amount” means the amount described in Section 8.2.5.

“Small Tools and Consumables Costs” mean the costs described in Section 8.3.2.

“Special Tools” means tools that are described in the Technical Specification or are provided by a Subcontractor for the installation, checking, inspection, operation, repair, or maintenance of Contractor Supplied Materials and Equipment.

“Start-Up” following the commencement of an outage (of any kind), means the time that the Unit is released to station operations.

“Subcontractor” means and refers to a Person (at any tier other than Contractor) which has a contract, agreement, or other arrangement to perform a portion of the Work, including the supply of services, Contractor Supplied Materials and Equipment, Consumables, and Construction Aids in connection with the Work.

“Subcontractor Costs” mean the costs described in Section 8.3.4.

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“Substantial Completion” will have been achieved when all of the following have occurred: (i) Mechanical Completion; (ii) an revised Punch List of Work remaining after Substantial Completion has been established and mutually agreed upon by Owners and Contractor; (iii) the Work is complete except Punch List Items; (iv) the training required by Section 4.10 has been completed; (v) all obligations of Contractor expressly required to have been performed as of the Substantial Completion Date have been properly discharged; (vi) the Work, including all Systems provided and installed by Contractor, and the Unit are capable of being operated in the normal course of business up to full Unit generating capacity; (vii) Owners have received from Contractor all Permits (including Permits (other than Owners Permits) necessary to allow transfer of care, custody, and control of the Work to Owners), all of which shall be valid and in full force and effect; (viii) levels of Consumables associated with the Work are fully charged; (ix) final versions of the Operating and Maintenance Manuals approved by Owners have been delivered; (x) currently marked drawings showing as-built conditions or the As-Built Drawings (current as of Substantial Completion) have been delivered to Owners; (xi) other submittals required under the Agreement to be submitted prior to or as of Substantial Completion have been delivered to Owners; (xii) all spare parts and Special Tools have been delivered to Owners; and (xiii) Owners have executed the Certificate of Substantial Completion.

“Substantial Completion Date” means the date on which Substantial Completion is achieved.

“System” means a system or subsystem of the Work set forth in the plan established pursuant to Section 6.3.

“System Turnover Package” means the collection of enumerated items of Information including diagnostic equipment tests that comprise a complete description of a System and its operating requirements in form and substance reasonably acceptable to Owners and established pursuant to Section 6.3.

“Target Price” means the sum of (i) the Fixed Portion and (ii) the Cost Reimbursable Portion, in each case as determined in accordance with Section 8.4 as of last True-Up Submittal Date, as such amounts may be adjusted by Change Order in accordance with this Agreement.

“Technical Specification” means and refers to Exhibit B attached hereto, and documents specified therein that define the requirements and scope of the Work.

“Total Construction Cost” means the sum of (i) the Payment Amount; plus (ii) costs incurred by Owners that are chargeable against the Target Price pursuant to this Agreement; plus (iii) if the Total Construction Cost exceeds the Target Price, amounts included in Applications For Payment for which Contractor would have been entitled to be paid but for the fact that the Total Construction Cost exceeds the Target Price.

“Total Cost” means, in the event of a termination of this Agreement for a Contractor Default, the sum of (i) all Cost Reimbursable Portion payments made to Contractor; (ii) all Fixed Portion payments made to Contractor; and (iii) all costs expended by Owners to complete the Work.

“True-Up Submittal Date” has the meaning specified in Section 8.4.

“Turnover Acknowledgment” has the meaning set forth in Section 6.3.2.

“Unit” means the existing coal-fired unit operating on the Big Stone Site that is commonly identified as Big Stone Plant Unit 1.

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“Warranty Period” means the period described in Section 13.2, as it may be extended in accordance with this Agreement.

“Work” means all of the work, services, Contractor Supplied Materials and Equipment, Consumables, and Construction Aids to be performed, provided, or installed by Contractor in accordance with this Agreement, including all Job Site preparation, Design, reconditioning, procurement, transportation, expediting, construction, training, start-up, commissioning, testing, clean-up and waste disposal, and other services or items that are necessary or appropriate to complete the Work, achieve Final Completion and fulfill Contractor’s obligations during the Warranty Period, in accordance with this Agreement.

1.2          Contract Interpretation.  In this Agreement, unless the context otherwise requires:

(i) the singular includes the plural and vice versa;

(ii) reference to any Person includes such Person’s successors and assigns, to the extent that such successors and assigns are permitted by this Agreement;

(iii) reference to any agreement (including this Agreement), document, insurance policy or instrument means such agreement, document or instrument as amended or modified and in effect from time to time in accordance with the terms thereof;

(iv) any accounting term used and not otherwise defined in the Agreement has the meaning assigned to such term in accordance with generally accepted accounting principles consistently applied;

(v) “including” (and “include”) means (a) including without limiting the generality of any description preceding such term and (b) with respect to any description following such term, means “including, without limitation” or “including, but not limited to”;

(vi) reference to Applicable Law means Applicable Law as amended, modified, codified, or reenacted, in whole or in part, and in effect from time to time;

(vii) when applied to Contractor Supplied Materials and Equipment, or Systems, “furnish,” “provide” or words of similar import means to secure, pay for, deliver to the Job Site (or other portions of the Big Stone Site, as appropriate), unload, inspect and uncrate, store per manufacturer’s recommendations and any other services or activities appropriate to that portion of the Work;

(viii) when applied to Contractor Supplied Materials and Equipment, or Systems, “install” or “installation” or words of similar import mean to assemble, place in position, incorporate, adjust, clean, make fit for use and any other services or activities appropriate to that portion of the Work;

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(ix) unless the context specifically requires otherwise, the terms “approval,” “consent,” “accept,” “acceptance,” “authorization,” and terms of similar import shall be deemed to be followed by the phrase “which shall not be unreasonably withheld, unreasonably conditioned or unreasonably delayed”;

(x) the words “shall” and “will” have equal force and effect;

(xi) the words “herein,” “hereof,” or “hereunder” or similar terms refer to this Agreement as a whole and not to any specific section or article;

(xii) the table of contents and article, section and exhibit titles and similar headings are inserted for convenience only and are not be used for the purposes of construing or interpreting this Agreement;

(xiii) the Work is intended to be a term that encompasses all of the necessary performance obligations of Contractor.  Any listing of types of work such as “construct,” “erect,” “check” or “align” is not meant to be exclusive in the context of this Agreement or exclude similar or other services or activities appropriate to that portion of the Work;

(xiv) words and abbreviations not defined in this Agreement which have well known technical or design, engineering or construction industry meanings are used in this Agreement in accordance with such recognized meanings;

(xv) all documentation to be supplied under this Agreement shall be provided in the English language;

(xvi) all dimensions must be specified in the U.S. customary system; and

(xvii) payments under this Agreement which are due must be made exclusively in United States dollars.

1.3          Owners’ Agent.  The Parties acknowledge that Otter Tail is the authorized agent of Owners for the purpose of administering this Agreement and managing the performance of Owners’ rights and obligations under this Agreement; provided, however, each Owner retains its right to audit Records and to inspect or witness events for the purpose of monitoring its interest in this Agreement.  The acts and omissions of Otter Tail are the responsibility of Owners and Contractor shall not have recourse under this Agreement against Otter Tail, in its capacity as Owners’ agent hereunder.  Contractor further acknowledges that (i) it will accept the acts and directions of Otter Tail as the acts and directions of Owners, (ii) it will render performance to Otter Tail, as agent for Owners, (iii) only Otter Tail has the power and authority to direct Contractor and/or enter into any modification, in each case unless and until notified in a writing signed by Otter Tail.

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1.4           Owners’ Liability Several.  The liability of each of the Owners under this Agreement shall be several, and not joint, in accordance with such entities’ pro-rata percentage interest in the Unit.  Owners are not partners or joint venturers and this Agreement shall not be interpreted to impose any liability attributable to such a relationship upon Owners.

1.5           Inclusion; Order of Precedence.  The Body of this Agreement and the Exhibits hereto are to be considered complementary and what is required by one will be binding as if required by all.  In addition, the Work includes all that should be properly included and all that would be customarily included within the general scope and magnitude of the Work.  The failure to specifically list a requirement in one document, once such requirement is specifically listed in another, does not imply the inapplicability of such requirement and Contractor shall provide or perform, as appropriate, as part of this Agreement all Work or items required to conform to the Technical Specification, the other Exhibits and the standards herein contained.  In the event of a conflict between the Body of this Agreement and the Exhibits, the Body of this Agreement governs.  In the event of a conflict in an Exhibit or between or among Exhibits, the requirement most favorable to Owners will take precedence, except as may be otherwise determined by Owners.  Each Modification will take precedence over that part of this Agreement (including, as applicable, any prior Modification) which it supersedes.

ARTICLE 2

EFFECTIVENESS

2.1          Effectiveness; Notice to Proceed.

2.1.1        Effectiveness.  This Agreement shall be effective and the Parties shall be bound by the conditions applicable to their conduct upon execution of this Agreement.

2.1.2        Notice to Proceed.  Owners are entitled to issue the Notice to Proceed to Contractor any time on or after the Effective Date.  If Owners fail to give the Notice to Proceed on or prior to March 1, 2013, this Agreement will terminate and neither Party will be liable to the other under this Agreement.  Upon receipt of the Notice to Proceed, Contractor agrees to commence the Work.  Contractor agrees to acknowledge its receipt of the Notice to Proceed by countersigning it and returning such acknowledged copy to Owners on the date the Notice to Proceed is received by Contractor.  Execution of the Notice to Proceed by each Party indicates that the conditions precedent to such Party’s obligations have been satisfied or waived.

2.2           Conditions Precedent to Obligations.

2.2.1        Owners’ Conditions.  The issuance of the Notice to Proceed by Owners is subject to the satisfaction or written waiver by Owners of the conditions precedent set forth below:

(i) Contractor shall have advised Owners in writing that as of the Effective Date there exist no grounds on which a claim by Contractor pursuant to Article 9 or Section 10.2 may be based;

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(ii) Contractor shall have delivered the Payment and Performance Bonds as required by Section 25.13;

(iii) Contractor shall have provided to Owners copies of insurance policies and certificates required to be obtained by Contractor in accordance with Exhibit I, Part A;

(iv) Contractor shall have delivered the Project Schedule in no less than a Level 3 Primavera® P6 format, with a fully logic-tied schedule showing engineering, procurement, and construction developed and resource-loaded; and

(v) Owners shall have received all necessary information from Contractor to allow Owners to have submitted all necessary filings to Governmental Authorities that are required prior to the commencement of construction.

2.2.2        Contractor Conditions.  Contractor’s obligations to commence the Work in its entirety and to acknowledge the Agreement are subject to the satisfaction or written waiver by Contractor of the condition precedent set forth below:

(i) Owners shall have delivered the Emergency Notification List and the Notice to Proceed to Contractor.

ARTICLE 3

GENERAL PROVISIONS

3.1           Intent of Contract Documents.  It is the intent of the Parties that this Agreement be a cost reimbursable contract with a Target Price and Project Schedule which will not be increased or lengthened, except in accordance with Article 10.

3.2           Independent Contractor.  Contractor will perform and execute the provisions of this Agreement as an independent contractor to Owners.  Contractor is not and may not act as an agent of Owners for any purpose or reason whatsoever.

3.3           Subcontracting.  Subject to Section 3.4, Contractor may have portions of the Work performed by Subcontractors, including entities related to or affiliated with Contractor; provided, however, Contractor may not subcontract all or substantially all of the Work.  Owners shall have the right of approval of all Subcontractors and their respective subcontracts.  No contractual relationship will exist between Owners and any Subcontractor with respect to the Work to be performed hereunder, except pursuant to Sections 3.6 and 13.4.  Notwithstanding any provision of this Agreement or whether any provision specifically refers to Contractor’s Subcontractors, Contractor will be fully liable for all acts, omissions, failures or faults of any Subcontractor and any other Person for whom Contractor or its Subcontractors are responsible) as fully as if they were the acts, omissions, failures or faults of Contractor.  Contractor will require its Subcontractors to provide or perform their portion of the Work in a manner applicable to the performance of Contractor’s obligations under this Agreement.  If any Subcontractor fails to perform any portion of the Work as such Work is required to be performed in accordance with this Agreement, Contractor is responsible therefor and hereby binds itself to promptly and diligently correct such failure in accordance with this Agreement, at no cost or expense to Owners.  The exercise of the right to subcontract will not in any way increase the cost, expense, or liability of Owners hereunder.  Contractor shall require any Subcontractor to perform its portion of the Work: (i) under Contractor’s supervision and (ii) in accordance with the requirements of this Agreement.  Contractor shall bind all Major Subcontractors to terms that protect Owners’ rights and benefits hereunder and are otherwise not in conflict with the provisions of this Agreement applicable to the subcontracted Work (including the provision of Contractor Supplied Materials and Equipment).

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3.4          Specified Equipment Subcontractors.  For those items of Contractor Supplied Materials and Equipment specified in Exhibit B, Contractor will only use the services of, or procure Contractor Supplied Materials and Equipment from those Subcontractors listed under the headings specified in Exhibit B.  Contractor will be responsible for the negotiation of the terms and conditions of any purchase orders or subcontracts entered into with such identified Subcontractors (including cost, performance guarantees and equipment warrantees), and, subject to Section 8.6.3, it will enter into written purchase orders and/or subcontracts in its own name directly with such Subcontractors, it being the intent of the Parties that such Subcontractors will be subcontractors of Contractor and not of Owners.  Operability, maintainability, reliability, quality, and compatibility with Equipment, Materials, and Consumables utilized in the Existing Facilities must be material selection factors in Contractor’s procurement decisions.  Contractor agrees that before submitting specifications for bids to Major Subcontractors it will give Owners a reasonable opportunity to comment on such specifications and Owners agree that if they wish to comment, Owners will submit such comments within the time period specified for that item in Exhibit B and if not so specified, within fifteen (15) Days after delivery of the specifications to Owners; provided, however, if the last day of such period is not a Business Day, the period will be extended to and until the next Business Day.  Notwithstanding Owners’ right to review and comment in accordance with this Section 3.4, no such review or comment will relieve Contractor or otherwise serve as a defense to Contractor’s full performance of its obligations hereunder.

3.5           Certain Provisions in Subcontracts.  All subcontracts or other arrangements with a Major Subcontractor must contain provisions, which Contractor may not waive, release, modify, or impair: (i) giving Contractor an unrestricted right, without the consent of the Subcontractor, to assign and thereafter reassign the relevant subcontract and any or all benefits, interests, rights and causes of action arising under it to Owners and/or their designees (and such assignment right will be assigned as part of such assignment); (ii) complying with the provisions of Section 20.4; (iii) authorizing either Owners or Contractor to enforce guarantees and warranties; (iv) requiring Subcontractors that will have a presence on the Big Stone Site to comply with the plan provided for in Section 14.1 of this Agreement; (v) indemnifying Owners on the terms and conditions set forth in Section 20.1; (vi) incorporating Section 16.3; and (vii) causing any Subcontractor that supplies: (a) Contractor Supplied Materials and Equipment having a value equal to or greater than [**] Dollars ($[**]); (b) fabricated structural steel; (c) fabricated piping; or (d) fabricated grating, to segregate such Contractor Supplied Materials and Equipment at their facilities and identify such Contractor Supplied Materials and Equipment as Owners’ property as necessary under Applicable Law to obtain and maintain Owners’ title thereto.  Contractor shall notify Owners prior to entering into any subcontract(s) or other arrangements with a Subcontractor and shall provide Owners with an electronic copy of such subcontracts and all change orders and amendments thereto.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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3.6           Assignment of Subcontracts.  Contractor shall, if so requested by Owners after termination of Contractor pursuant to Article 24 or the expiration of the Warranty Period, as it may be extended, assign:  (i) any subcontract with a Subcontractor together with any retainage, guaranty, letter of credit or other security provided by such Subcontractor for such Subcontractor’s obligations and/or (ii) the benefits of any remaining Subcontractor warranty to Owners or their Affiliates, which assignment must not require the consent of the Subcontractor.

3.7           Subcontracts.  All subcontracts with Subcontractors shall provide that title, if applicable, will be transferred in the name of Owners in accordance with Section 22.1.  Each such subcontract shall limit recourse exclusively to Contractor, except upon the assignment of such subcontract in accordance with Section 3.6.  Subcontracts shall allow for suspension of all or a portion of the Work to be performed thereunder and shall be terminable for cause or convenience pursuant to a termination payment schedule.

ARTICLE 4

CONTRACTOR’S RESPONSIBILITIES

4.1           The Work.  Contractor hereby covenants and agrees that it shall continuously and diligently provide, perform, install, and complete the Work and its other obligations hereunder in accordance with Project Requirements and the Project Schedule.  Contractor further covenants and agrees that it shall procure, provide and pay for all Contractor Supplied Materials and Equipment, Consumables (other than Consumables to be provided by Owners pursuant to Section 5.3), Construction Aids, and other items or services necessary for the proper execution and completion of the Work, whether temporary or permanent and whether or not incorporated or to be incorporated into the Work, including all installation, construction services, Design, drafting and procurement, all administration, reporting, expediting, inspection, testing, training, scheduling, and coordination; all start-up, commissioning and testing services; all labor (skilled and unskilled); all insurance to be provided by Contractor as set forth in Exhibit I; Permits and inspections required to be supplied by Contractor under this Agreement; all tools, machinery, storage, and transportation and all other facilities and services necessary to provide and complete the Work in accordance with Exhibit B and this Agreement, it being understood that to the extent Exhibit B does not expressly delineate an aspect of the Work the Parties intend that the Work be completed consistent with the Plans and Professional Standards.  Contractor shall order, expedite, receive, furnish, handle, transport, inspect, store, maintain and install Contractor Supplied Materials and Equipment, and Consumables, and shall receive, handle, inspect, store, maintain and install all Owners Provided Items delivered to Contractor, in accordance with vendor/manufacturer requirements and, in the absence thereof, in accordance with Professional Standards.  Contractor shall have care, custody and control of Owners Provided Items from and after delivery to the Job Site until the earlier of Substantial Completion or Early Operation.  Contractor will perform all managerial, supervisory, and administrative services that may be necessary to ensure the proper and timely completion of all such activities which form a part of the Work.  As such, Contractor agrees that Contractor shall be ultimately responsible for the proper and timely completion of the entirety of the Work in accordance with this Agreement, whether performed by Contractor or by any Subcontractor.

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4.2           Sufficient Personnel.  Contractor shall, at all times during the term of this Agreement, employ a sufficient number of qualified supervisory personnel, craft persons, and other persons, so that the Work and the other obligations to be performed by Contractor hereunder are completed in an efficient, prompt, economical, and professional manner.  Without in any way limiting the foregoing, such personnel must include sufficient qualified buyers, inspectors, and expediters necessary to provide Contractor Supplied Materials and Equipment, and Consumables in a timely manner consistent with the Project Schedule.  Whenever required by Applicable Law, professional engineers licensed in the State of South Dakota will perform any Design services required to be performed as part of the Work and, to the extent required by Applicable Law, stamp drawings and Design Documents produced by Contractor.  Other portions of the Work shall be performed by properly licensed personnel as required by Applicable Law and Professional Standards.  Contractor shall also provide all construction and technical services, supervision, and craft personnel as required for system adjustments during start-up, commissioning, and testing.  During start-up, testing or the operation of the Work until Substantial Completion, Contractor shall maintain qualified personnel available to the Job Site twenty-four (24) hours a Day to advise Owners’ operators regarding operation and maintenance of the Work.

4.3           Labor Matters.

4.3.1        Labor Peace.  Contractor shall be responsible for labor peace on the Job Site among its employees and/or those of its Subcontractors and will assist Owners in maintaining labor harmony on the Big Stone Site.  Contractor shall reasonably support Owners’ efforts to maintain good labor relations with local labor organizations.  Contractor shall at all times exert its best efforts and judgment as an experienced contractor to adopt and implement policies and practices designed to avoid work stoppages, slowdowns, disputes, or strikes by its personnel, when reasonably possible and practical under the circumstances, and shall at all times comply with the Site Work Rules set forth in Exhibit S-5.  Contractor shall advise Owners promptly, in writing, of any actual, anticipated, or threatened labor dispute of which it is aware, that might affect the completion of the Work by Contractor or by any of its Subcontractors in accordance with the Project Schedule.

4.3.2        Verification of Employment Eligibility.  Contractor shall comply with the Immigration Reform and Control Act of 1986.

4.4          Discipline and Protection.  Contractor shall enforce strict discipline and good order among Contractor’s employees, Subcontractors’ employees, and any other Persons carrying out portions of the Work on the Big Stone Site and provide for the protection and maintenance of the Work and of all Persons and property related thereto.  Contractor shall at all times take all necessary precautions to prevent any unlawful or disorderly conduct by or amongst its employees and those employees of Subcontractors and for the preservation of peace and protection of individuals and property on, or in the vicinity of, the Big Stone Site.  Contractor shall not permit the employment of unfit individuals or individuals not skilled in tasks assigned to them.  Contractor understands the importance of maintaining good relations with the community in which the Existing Facilities are located and shall emphasize the importance of good community relations to its employees and other Persons under its supervision on the Job Site.

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4.5           Supervision.  Contractor shall supervise, coordinate, and direct the Work, using Contractor’s best skill, judgment, and attention.  Contractor is responsible for the conduct of Persons under its supervision.

4.6          Contractor’s Key Personnel.  Exhibit K contains a list of Contractor’s key personnel who will be responsible for supervising the performance of Contractor’s obligations hereunder.  Such list includes the designation of Contractor’s principal representative (the “Contractor’s Representative”), who will be Contractor’s authorized representative having the responsibility and authority to direct and manage the Work, administer this Agreement, serve as Contractor’s primary point of contact from and with Owners and be authorized to make decisions related to the Work and bind Contractor.  Contractor recognizes that a good working relationship must exist between its key personnel and Owners.  Owners have the right to request replacement of key personnel upon reasonable written notice after having given Contractor a reasonable opportunity (not to exceed ten (10) Days) to rectify the situation leading to such request.  Upon the expiration of such period, if Owners remain unsatisfied, Contractor shall promptly effect such replacement.  Contractor shall not relocate any of Contractor’s Key Personnel to another project without Owners’ prior written consent.  Any replacement of key personnel will be subject to the prior written approval of Owners.  Contractor’s Representative shall act as Contractor’s liaison with Owners.

4.7           Design and Engineering.

4.7.1                      Design Requirements.  Contractor shall engage all supervisors, engineers, designers, draftsmen, Subcontractors, and others necessary for the Design of such portions of the Work as are required by Exhibit B to be performed by Contractor and the preparation of all drawings, specifications, calculations, plans, reports and other Design documentation (including all media) for such portion of the Work (collectively the “Design Documents”).  Contractor shall Design such portions of the Work in accordance with Project Requirements.  During performance of the Work, Contractor shall upload to and maintain the Design Documents on a web-based database as and when such Design Documents (or iterations thereof) are completed or revised and Owners shall have unlimited access (including download capability) to the Design Documents on such web-based database.  Contractor will provide hard-copy Design Documents upon request.

4.7.2                      Reviews and Hold Points.  Design Documents will be available to Owners electronically in an agreed format and in hard copy.  Owners will be entitled, but not obligated, to review and comment upon the Design Documents and other required submittals in accordance with Exhibit B prior to Contractor commencing with any subsequent phase of the Work related to such Design Documents or submittals.  Owners’ comments, if any, will be provided in accordance with Exhibit B.  Contractor shall not proceed further with Design Documents and submittals that are designated as Hold Points until Contractor has either received Owners’ comments thereon or the time for comment as set forth in Exhibit B has elapsed.  Contractor shall give due consideration to Owners’ comments in the final version of the Design Documents or submittals.  Design Documents that are required to be certified or under seal must be certified or sealed by professional engineers, licensed and qualified to perform engineering services in the State of South Dakota.  In no event will any review, comment, or approval of Owners, or acceptance or acknowledgment of any of the Work, in any way, relieve Contractor of any of its guarantees or obligations hereunder, including its full responsibility for errors and omissions, confirming all quantities, selection of fabrication processes, construction techniques, the accuracy of the dimensions, details and the quality of its instruments of service prepared in connection with the Work as well as its responsibility for the quality, integrity, safety, and timely performance of the Work.

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4.8          Quality Control.  Contractor shall develop, implement, and maintain a quality assurance plan for the Work which must include:  quality assurance; management and control of the Design, engineering, construction, procurement, and supply services; and management and control of Subcontractors and their subcontracts.  Such plan must be designed to meet Project Requirements, as provided in accordance with Exhibit B, including Section 014500 of Exhibit B.  Contractor shall diligently revise the plan as necessary to obtain Owners’ approval.  Contractor shall also require Major Subcontractors to establish, implement, and maintain comparable quality control and safety programs with respect to their respective portions of the Work.  Compliance with the quality assurance plan will not relieve Contractor of any duty, obligation or responsibility under this Agreement.

4.9          Materials from Outside the U.S.A.  Materials and/or products that are sourced, milled or fabricated outside of the U.S.A. to U.S. Codes and Standards or other recognized codes and standards may be acceptable; however, it will be Contractor’s obligation to demonstrate, at its cost, that such foreign material and/or products meet the quality requirements of the specified U.S. Codes and Standards.  This demonstration may include additional quality surveillance, testing (both non-destructive and destructive), and certification by U.S. testing agencies.  Contractor shall identify in its proposal all foreign material supply sources and all foreign fabrication facilities on which its pricing is based and the means to assure that such material and/or product meets specification. These quality requirements apply to all materials and fabricated products to be incorporated into the Work.  Owners and Owners’ Engineer will monitor Contractor’s compliance with these quality requirements to the level appropriate to the criticality of the material or product.  Items shall not be sourced from the Peoples Republic of China without Owners’ prior written consent.

4.10        Training.  Contractor shall develop and implement a program to adequately instruct and train personnel made available by Owners in accordance with the provisions of Section 017900 of Exhibit B.  Notwithstanding any other provision of this Agreement, training materials do not constitute Confidential Information.  In addition to the training materials to be provided by Contractor, Contractor grants Owners the right to record all such training sessions and replay or otherwise provide such recordings for retraining or training of others.  Contractor shall provide technical assistance to Owners’ operating personnel in connection with the development of training procedures.

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4.11           Certain Contractor-Provided Items.  Contractor shall obtain and provide for all utilities (not provided or paid for by Owners pursuant to Section 5.3) required prior to the earlier of Substantial Completion or Early Operation, including telephone service, Internet service, water, Consumables, sanitary facilities, and waste and sewage disposal, including sanitary sewage, and wastewater disposal.  Contractor shall provide its own information technology and telecommunications, cable, or satellite communications.  Contractor shall be responsible for providing a first fill of all Consumables as well as refills and replacements during the period prior to the earlier of Substantial Completion or Early Operation.  Contractor shall use its best efforts to use the same products for Consumables that are used by Owners in the Existing Facilities.

4.12           Subcontractor Presence.  Contractor shall obtain Owners prior approval prior to bringing any Equipment Subcontractor representative on site, and Owners approval will not be unreasonably withheld.  Contractor shall be responsible for notifying any Equipment Subcontractor representative that it deems necessary to be present: (i) at any of the training sessions; (ii) for erection supervision; or (iii) for commissioning.  The Contractor shall provide each Equipment Subcontractor representative with site orientation and safety training prior to granting site access without an escort.

4.13           Current Records; As-Built Drawings.  Contractor (and its Subcontractors) shall maintain in good order at the Job Site at least one (1) record copy of the Plans and Design Documents, marked currently to record changes made during construction, a copy of this Agreement and Modifications thereto, one record copy of approved shop drawings, product dates, samples and other submittals required by Contractor, all of which will be available to Owners for inspection and use at all times.  Prior to and as a condition of Final Completion, the As-Built Drawings shall be delivered by Contractor to Owners, as well as a set of reproducible record drawings (in native and other formats requested by Owners) showing all changes made during construction to the Plans, Design Documents, and to the drawings of the Existing Facilities.  From and after Contractor’s mobilization to the Job Site, Contractor shall prepare and display for Owners’ benefit on the Job Site a visual depiction, in a storyboard format reasonably acceptable to Owners, of the Work to be performed during the current month and the following month.

4.14           Transportation Costs.  Contractor shall arrange for all transportation, freight, storage, and transfer costs (including duties and similar charges) of every kind and nature in connection with the Work.

4.15           Operating and Maintenance Manuals.  Contractor shall prepare and provide to Owners the Operating and Maintenance Manuals in accordance with the requirements of Section 017823 of Exhibit B.

4.16           Control of Work.  Consistent with the terms of this Agreement, Contractor shall be responsible for all construction means, methods, techniques, sequences, procedures, quality assurance, and quality control programs in connection with the performance of the Work.

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4.17          Emergency Response.  Contractor is responsible for developing an emergency response plan for use in connection with emergency situations that may occur on the Big Stone Site and arise out of its performance of (or failure to perform) the Work.  If such an emergency situation occurs, Contractor may not rely on the services of emergency response teams of Owners and shall put its emergency response plan into effect and take such other actions as are necessary to stabilize and ameliorate the situation.  Immediately upon the occurrence of an emergency endangering public health or safety, including environmental harm or material damage to property, Contractor shall: (i) without limiting its other reporting obligations to Owners hereunder, immediately orally notify an individual on the Emergency Notification List provided by Owners; (ii) implement its emergency response plan; and (iii) cooperate with Owners by providing information, documentation, and reports as may be appropriate such that (a) Owners can fulfill all reporting obligations required by Applicable Law and (b) both Parties can implement procedures appropriate to avoiding a repetition of such occurrence.  Contractor shall not contact 911 emergency responders unless the contacted individual on the Emergency Notification List directs Contractor to do so.

4.18          Local Conditions and Transportation.

  4.18.1        Local Conditions.  Information on local conditions in the vicinity of the Big Stone Site, the Job Site and the Unit furnished by Owners in specifications, drawings or otherwise is made without representation or warranty of any nature by Owners, is not guaranteed by Owners, and is furnished solely for the convenience of Contractor. Contractor represents that it has taken steps necessary to examine and ascertain the nature and location of all visible conditions relevant to the Work and its surroundings, and that it has investigated and satisfied itself as to all reasonably observable and accessible general and local conditions that can affect the Work or the Unit as part of the Work, the Job Site, the Big Stone Site, or the performance of the Work, including: (i) conditions bearing upon access, egress, waste and water disposal, handling requirements, laydown, parking, and storage; (ii) the availability, nature, and conditions pertaining to water, electric power, the Internet, other utilities, and roads; (iii) uncertainties of weather or other physical conditions at the Job Site, the Big Stone Site, and the proximate area; (iv) the character of Construction Aids, Contractor Supplied Materials and Equipment or other facilities needed preliminary to and during the performance of the Work; (v) the condition of the Existing Facilities that were visible and accessible prior to the Effective Date; and (vi) the proximity of the Existing Facilities, local residences, and businesses.

  4.18.2        Transportation.  Contractor has assessed and taken into account the circumstances affecting the transportation and delivery of Contractor Supplied Materials and Equipment, Consumables, and Construction Aids to the Job Site.

  4.18.3        Responsibility.  Any failure by Contractor to take the actions described in this Section 4.18 will not relieve Contractor from responsibility for estimating properly the difficulty, time, and cost of successfully performing the Work, or for proceeding to successfully perform the Work. Contractor represents that all costs for addressing Local Conditions and Transportation issues described above are included in the Fixed Portion or Cost Reimbursable Portion of the Target Price.

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4.19          Big Stone Site Conditions.

  4.19.1     General.  Contractor has inspected the Job Site, the other portions of the Big Stone Site on which Work is to occur, the Existing Facilities, and surrounding locations and has had an opportunity to conduct such tests as it may desire, with the exception of testing for subsurface conditions.  Contractor has reviewed the information provided by or on behalf of Owners, copies of which are attached hereto in Exhibit S-4, and the Existing Facilities, to the extent it deems necessary for its purposes.  Contractor further understands the scope of construction activity that is and will be undertaken on the Big Stone Site during the term of this Agreement and has taken the inherent constraints associated therewith into account except as otherwise provided in this Section 4.19.

  4.19.2     Relief for Changed Conditions.  Information provided to Contractor concerning the Job Site, other portions of the Big Stone Site, the Existing Facilities or surrounding areas, including the information provided in Exhibit S-4, specifications, or otherwise is made without representation or warranty of any kind or nature.  Such information is not warranted by Owners to be accurate, complete, or otherwise suitable or sufficient for Contractor’s purposes and is provided solely as a convenience to Contractor.  Notwithstanding the foregoing, Contractor shall be entitled to relief with respect to subsurface Job Site conditions and the condition of the Existing Facilities pursuant to Articles 9 and 10 under the following circumstances:

(i) If the physical condition of portions of the Unit (including to the extent provided in Section 19.1.3), were not visible or made accessible to Contractor for inspection prior to the Effective Date and the actual conditions discovered by Contractor are inconsistent with the information provided to Contractor or conditions a prudent contractor would have expected to find given the age, use, and ambient conditions applicable to the Unit; and such difference in condition has a material adverse impact on Contractor, Contractor will be entitled to a Change Order on account thereof equitably adjusting the Target Price.

(ii) If the physical condition of those portions of the Unit (including to the extent provided in Section 19.1.3), to which the Work must be Connected (e.g., ductwork) were not visible and accessible to Contractor prior to the Effective Date and the actual conditions discovered by Contractor are inconsistent with conditions a prudent contractor would have expected to find given the age, use, and ambient conditions applicable to the Unit; and such difference in condition has a material adverse impact on Contractor, Contractor will be entitled to a Change Order on account thereof equitably adjusting the Target Price.

4.19.3     Transportation of Workers.  Contractor acknowledges that craft and other individuals that are to be present on the Big Stone Site for the performance of all or any portion of the Work may be required to park at a remote location on the Big Stone Site and on other portions of the Big Stone Site.  Contractor shall provide transportation within the Big Stone Site for such individuals as necessary.

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4.19.4     Hazardous Substances.  Notwithstanding the foregoing, the discovery of Owners Hazardous Substances at the Job Site will be handled as provided in Article 19.

4.20        Witnessing and Inspection Rights.  Owners and their employees, agents, representatives, and invitees are hereby granted access by Contractor to the Work (including the Design Documents) at all times so as to enable them to witness and inspect the Work, including inspection at the point of fabrication, sub-assembly, preparation for shipment or elsewhere.  Contractor shall cooperate with Owners in scheduling visits to Subcontractor factories or sub-assembly locations for such Persons for purposes of inspecting the Work.  Owners have the right to reject any portion of the Work that does not comply with Project Requirements.  Contractor shall also afford Owners with the opportunity to witness the events, including Hold Points, set forth in Exhibit B and such other events as to which Owners give Contractor notice.  Contractor shall provide written notice to Owners of all events Owners are entitled to witness pursuant to the terms of its agreements with Major Subcontractors promptly upon execution of such agreements.  Contractor shall provide Owners with reasonable notice (but not less than fifteen (15) Days in each instance) of the schedule of the occurrence of all such events and with reasonable advance notice of any rescheduling of all such events.  Contractor shall cause such events to appear on the Project Schedule.

4.21        Use of Site.  Contractor will have access to the Job Site as provided in Section 5.5.1.  Access to other portions of the Big Stone Site on which Work is to be performed, will be on an as-needed basis as requested by Contractor sufficiently in advance of such needs to allow Owners to schedule such activities without adversely impacting the operations of any of the Existing Facilities.  Contractor shall be entitled to utilize the internal roadways of the Big Stone Site as indicated in Exhibit S-2.  Such use is not exclusive and must not interfere with the ongoing operations of the Existing Facilities or other construction activities affecting Existing Facilities or than the Unit.  Any use of such roadways that could result in such interference shall be subject to the prior written approval of Owners.  Contractor shall confine its operations at the Job Site to areas permitted by Applicable Law and this Agreement and, with respect to the Existing Facilities or other areas of the Big Stone Site where Work is to be performed, the instructions of Owners.  Notwithstanding anything in this Agreement to the contrary, Contractor may not interfere with the conduct of the Existing Facilities (including deliveries thereto) or any business operating adjacent to or in close proximity to the Big Stone Site.  Contractor shall coordinate the performance of the Work with the requirements and business operations of the Existing Facilities and construction activities related thereto.  Contractor shall prepare a Job Site coordination plan to be delivered to Owners no later than thirty days following the Effective Date, setting forth the procedures and guidelines to be implemented by Contractor, its Subcontractors, and Owners to maximize site coordination and minimize the likelihood of interference and any adverse effect therefrom on the operations of the Existing Facilities.  Owners will be entitled to review and comment on such plan and any such comments shall be incorporated into the final version of such plan.  Contractor shall also implement and enforce rules necessary for safe, efficient, and proper prosecution of the Work.  At a minimum, Contractor, its Subcontractors, and their respective employees and invitees shall be subject to and shall strictly comply with the health, safety, and environmental protection procedures and regulations established by Owners, including the procedures and regulations set forth in Exhibit H, as they may be changed from time to time in the sole discretion of Owners.  Owners shall provide written notice to Contractor of any such changes.  Failure to strictly comply with the requirements of Exhibit H shall be grounds for removal from the Job Site, the Big Stone Site or the Existing Facilities, at the sole discretion of Owners, and any adverse consequence thereof shall be borne by Contractor.  In addition, Contractor shall:

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(i) use, and shall cause all Subcontractors and their respective employees to use, only such gate(s) for access to the Job Site, as identified in Exhibit S-1, except as otherwise designated by Owners.  All Contractor Supplied Materials and Equipment, Consumables, and Construction Aids must be received, stored and routed, and all waste and demolition debris shall be routed and stockpiled in strict accordance with the Job Site coordination plan prepared by Contractor and approved by Owners, as described above;

(ii) be responsible for the security of the Work and the Job Site until the earlier of Substantial Completion or Early Operation, it being acknowledged by Contractor that neither Contractor nor its Subcontractors are entitled to rely on any security measures or procedures in place at the Big Stone Site for the protection of individuals or property;

(iii) within thirty days following the Effective Date, Contractor shall develop and provide to Owners a temporary facilities plan.  Within fifteen (15) Days (provided, however, if the last day of such period is not a Business Day, the period will be extended to and until the next Business Day) of its receipt of the plan, Owners will provide their comments to Contractor.  Contractor shall incorporate Owners’ comments into a final version of such plan and revise the plan, as necessary, and issue the final version within fifteen (15) Days (provided, however, if the last day of such period is not a Business Day, the period will be extended to and until the next Business Day) of receipt of Owners’ comments.  Thereafter, Contractor shall implement the provisions of the plan, confine temporary structures, machinery, and other property of Contractor (and its Subcontractors), and the storage of Contractor Supplied Materials and Equipment, Consumables, and Construction Aids to the laydown or other areas more specifically identified in Exhibit S-2, or otherwise provided in the plan, permitted by Applicable Law, by this Agreement and by Owners.  Temporary structures shall be neat in appearance, must not constitute a fire or any other safety hazard and must be properly maintained;

(iv) obtain approval from the Owners Representative prior to performing any Work on the Big Stone Site that is not wholly within the Job Site.  Requests for a work permit shall be made in writing to Owners within a reasonable time prior to the need therefor.  Contractor understands that it must consult with Owners Representative to assure that operation of the Existing Facilities will not be interrupted by the Work to be performed and that decisions made by the Owners Representative hereunder will be based upon the operating and maintenance requirements of the Existing Facilities.  Contractor further understands that certain activities associated with the Work will require advance notice or approval of Owners, and may including submission and approval of forms completed by Contractor.  If any such forms are required they will be provided by Owners and must be completed and submitted to the Owners Representative a reasonable time prior to the time Contractor needs to conduct the subject activity;

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(v) except as expressly permitted with the prior written consent of Owners, not deliver any Contractor Supplied Materials and Equipment or perform any Work that would be considered “heavy construction” except during the hours of 6 a.m. to 7 p.m. on Business Days.  Contractor shall strictly comply with all applicable sound regulations or restrictions imposed by Applicable Law on the construction activity related to the Work;

(vi) within thirty days following the Effective Date, Contractor shall provide to Owners a construction environmental control plan in connection with the Work for the purpose of properly managing the sediment control, erosion, fugitive dust, noise, and other adverse environmental impacts of construction, all in conformance with the Project Requirements.  Within fifteen (15) Days (provided, however, if the last day of such period is not a Business Day, the period will be extended to and until the next Business Day) of receipt of the plan, Owners shall provide comments to Contractor and Contractor shall incorporate Owners’ comments into the final version of such plan.  Thereafter, Contractor shall implement the provisions of the plan;

(vii) within thirty days following the Effective Date, Contractor shall provide to Owners a Hazardous Substances management plan (“Hazardous Substances Management Plan”) that it will vigilantly implement during performance of the Work on any portion of the Big Stone Site.  Such plan, at a minimum, must incorporate the Big Stone Plant Station policies and procedures and require Contractor to cooperate and coordinate with Owners.  Within fifteen (15) Days (provided, however, if the last day of such period is not a Business Day, the period will be extended to and until the next Business Day) of receipt of the plan, Owners shall provide comments to Contractor and Contractor shall incorporate Owners’ comments into the final version of such plan.  Contractor shall implement the provisions of the plan.

4.22          Compliance With Applicable Law.  Contractor shall comply, and shall cause its Subcontractors to comply, with Applicable Law in effect from time to time relating to the Work, and shall give all applicable notices pertaining thereto.  Contractor shall ensure that following the completion of the Work, the Work, when fully completed shall comply with Project Plans and Specifications.

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4.23         Permits and Approvals.  Contractor shall secure any and all Permits necessary for the proper execution and completion of the Work, except Owners Permits.  Contractor shall maintain and comply with all Permits and monitor and keep accurate records of the status of all Permits.  Permits obtained by Contractor shall be maintained on the Job Site and copies shall be available to Owners on request.

4.24          Periodic Reports & Meetings.

  4.24.1        Monthly Status Report.  Within ten (10) Days after the end of each calendar month after the Effective Date, Contractor shall prepare and submit to Owners a status report, covering the previous calendar month, that will be prepared in a manner, level of detail, and format acceptable to Owners and that must include: (i) a detailed description of the progress of the Work, including a critical path chart illustrating the progress which has been made together with a comparison against the Project Schedule and an analysis of the Fixed Portion and Cost Reimbursable Portion incurred to date against the Target Price and percent completion; (ii) a statement of any significant issues and trends, including Change Orders that remain unresolved and Contractor’s recommendations for resolution of the same; (iii) an updated report as to Contractor’s adherence to the Project Schedule; (iv) a summary of any significant events that are scheduled or expected to occur in connection with the Work during the following thirty (30) Days; (v) a report on safety program performance and results for the previous month, including statistics, lost time accidents, OSHA recordables and near misses, as well as root causes and corrective actions; and (vi) such additional information reasonably requested by Owners.  Contractor shall also comply with the requirements of Sections 013119 and 013216 of Exhibit B.

  4.24.2       Attendance and Participation.  Until Final Completion, Contractor shall attend and participate in meetings on a daily, weekly, and monthly basis between Contractor and Owners for the purpose of discussing the status of the Work and anticipating and resolving problems.  Such meetings may also include other Persons at the invitation of Owners, such as consultants of Owners; provided, that such Persons execute reasonable and customary agreements to maintain Work-related information on a confidential basis.  Other Persons shall be permitted to attend with the prior consent of Owners.  Contractor shall prepare and distribute notes of monthly meetings.  Publication or distribution of notes of meetings will neither constitute a notice pursuant to Section 25.4 for any purpose under this Agreement nor a permitted basis to assert claims under this Agreement.  No implication whatsoever shall be drawn as consequence of a failure by any Party to comment upon or object to meeting notes prepared or distributed by the other Party.

4.25           Signage.  Contractor shall not display, install, erect, or maintain any advertising or other signage at the Big Stone Site without Owners’ prior written approval, except as may be required by Applicable Law.

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4.26          Spare Parts.  Contractor shall provide and properly store and maintain in strict accordance with manufacturer’s requirements all spare parts, including start-up and commissioning spare parts prior to Substantial Completion, in accordance with Project Requirements.  Spare parts must be equivalent or better to and interchangeable with the original parts they are intended to replace.  Such spare parts must be of the same material, of identical manufacture, and must present the same properties as the corresponding parts of the Equipment (except to the extent upgraded by the manufacturer thereof).  Spare parts must be properly treated and packed for prolonged storage, considering Job Site ambient conditions.  All boxes and packing must be labeled, marked and numbered for identification and a detailed packing list shall be provided by Contractor.  Spare parts are to be delivered to storage locations specified by Owners.  Contractor shall implement all necessary precautions for proper storage.  Contractor shall provide spare parts information in a manner fully compatible for downloading into the spare parts monitoring software maintained by Owners.  Contractor shall deliver to Owners all surplus items on the Job Site upon Final Completion.  Contractor shall be entitled to use any spare parts that are acquired by Owners and are then available on the Job Site; provided, that Contractor shall place an order to replace the spare parts it uses immediately and any such parts shall be replaced as soon as possible.  Contractor must provide to Owners a list of strategic and other spare parts that Contractor and its Subcontractors recommend be purchased to maintain reliable operations.  The spare parts list shall identify the price of each such part (which must be valid for no less than twelve (12) months), the OEM and other vendors (“Parts Vendors”), the Parts Vendors’ part name and the Parts Vendors’ part number, expected useful life and typical delivery lead times.  Such list shall be delivered no later than two hundred (200) Days prior to the Guaranteed Substantial Completion Date.  The actual cost of such spare parts will be charged to Owners.  Contractor will cooperate with Owners to determine the best pricing for obtaining spare parts.

4.27           Interference with Traffic.  Contractor shall carry out the Work so as not to damage or interfere with access to, use, or occupation of, public or private roads, footpaths, or other properties, whether in the possession of Owners or of any other Person.  Contractor shall communicate with, and ascertain the requirements of, all Governmental Authorities in relation to access to and egress from the Big Stone Site (and the Job Site) and shall comply with those requirements.  Contractor shall be deemed to have satisfied itself as to and shall be fully responsible for the routing for deliveries of Contractor Supplied Materials and Equipment, Consumables, and Construction Aids, including delivery of heavy, large, or oversize loads to the Big Stone Site or the Job Site, as appropriate.

4.28           Supplies and Facilities.  Contractor shall make available on the Job Site: (i) an adequate supply of potable water and (ii) sanitary facilities, for the benefit of those working on the Job Site.

4.29           Cutting and Patching.  Contractor shall be responsible for all cutting, repairing, fitting, or patching which is required to complete or repair the Work or to make its parts fit together properly.  It is the intent of this Agreement that all areas requiring cutting, fitting, repairing, or patching will be restored to a completely finished equivalent-to-new condition.

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4.30           Cleaning Up.  Contractor shall, at all times during the term of this Agreement, keep the Job Site, other portions of the Big Stone Site and surrounding streets (whether public or private), properties, waterways, sidewalks, and other areas free from accumulations of waste materials, rubbish, dirt, debris and other garbage, liquid and non-liquid materials whether spilled, dropped, left behind, discharged, blown out, or leaked during performance of the Work.  Contractor shall maintain its working, storage, laydown, and parking areas in a clean and non-hazardous condition, and shall employ adequate dust control measures.  Contractor shall properly maintain Contractor Supplied Materials and Equipment and Systems containing any Hazardous Substances.  Contractor shall repair (if necessary) damage to roads and other infrastructure (internal, public or private) caused by Contractor’s or its Subcontractor’s use of routes not specified by Owners.  Hazardous Substances, including chemicals used by Contractor or its Subcontractors, must be properly handled and must be properly disposed of off the Big Stone Site.  Prior to Final Completion with respect to the entire Job Site (including laydown, parking, and construction areas), and relating to the Work,  Contractor shall remove all tools, trailers, surplus, waste materials, and rubbish, and shall clean all glass (inside and out), remove all paint spots and other smears, stains or scuff marks, clean all plumbing and lighting fixtures, wash all concrete, tile, and finished floors, and otherwise leave the Job Site and the Big Stone Site where Work was performed neat and clean.  If Contractor fails to take the actions required by this Section 4.30, Owners may do so (or cause it to be done) and the cost thereof will be charged against the Target Price.

4.31          Waste Disposal.  Contractor is responsible for disposal of all wastes it or its Subcontractors produce or create during the performance of the Work, including Contractor Hazardous Substances, waste water, sanitary wastes, demolition debris, construction debris, spoil, surplus excavation material, office wastes, and wastes related to preparation, commissioning, testing, and start-up of Systems or Equipment.  All such wastes must be handled, stored, or disposed of in accordance with Applicable Law in a suitable off-Project Site location.

4.32          Water Control.  Contractor shall carry out all dewatering, storm water control, drainage, pumping, and disposal required to keep the Work dry during performance of the Work.  Contractor shall not: (i) place Hazardous Substances (including site soils or water that may be contaminated), waste materials, trash, or rubbish; or (ii) discharge contaminated water into any area that will pollute a natural stream or body of water.  No discharge of contaminated water may be permitted to cause soil contamination (whether documented or undocumented) in violation of any Applicable Law.

4.33          Permit Assistance.  Contractor will reasonably assist and support Owners’ efforts to obtain Owners Permits, or to otherwise satisfy the conditions thereof.  By way of example, such assistance includes providing customary information and documentation and Design data.  Contractor shall provide all drawings, documents and other information, stamped as appropriate, that are necessary for Owners to properly and timely complete and defend all Permit-related hearings and actions.

4.34           Deliveries by Truck.  All deliveries of Contractor Supplied Materials and Equipment shall be by truck, and Contractor shall provide Owners with reasonable advance notice of all such deliveries that is oversized or is extraordinary in any other material way.

4.35           Artifacts, Other Valuable Items and Endangered Species.  If Contractor should discover any:  (i) artifact, fossil or other items of historical, religious, monetary, geological, archeological or other value or (ii) protected or endangered plant or animal species on the Big Stone Site, it shall immediately cease Work in the immediate vicinity thereof, notify Owners and take reasonable actions to preserve and protect such items from disturbance, damage or theft.  All such items are the property or responsibility of Owners and Owners shall provide Contractor with direction on how to proceed.

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4.36           Release.  Contractor is responsible for making all investigations and determinations reasonably necessary or desirable for it to enter into this Agreement.  Contractor hereby releases Owners from any and all separate claims and/or liability based on any inaccuracy or misrepresentation in or relating to any information, document, statement or report related to the Existing Facilities, the Job Site, or the Big Stone Site; provided, however, Contractor reserves the right to equitable relief under this Agreement pursuant to Article 10.

4.37           Covering.  No portion of the Work (including foundations) may be covered or otherwise be made inaccessible for inspection without: (i) conducting (and passing) any test or inspection required pursuant to this Agreement and (ii) allowing Owners to inspect such Work if a Hold Point has been established in relation to such Work as required by Exhibit B.  If any Work is covered or made inaccessible for inspection in violation of the previous sentence, Contractor shall uncover (or make accessible) such Work and costs resulting therefrom, including recovery or reinstallation costs, shall be chargeable against the Target Price.  There will be no adjustment to the Project Schedule in connection therewith.  If a portion of the Work has been covered or made inaccessible for inspection that Owners have not specifically requested to observe, Owners may request to see such Work and Contractor shall uncover it or make it accessible for inspection.  If such Work is in accordance with this Agreement, Contractor shall be entitled to a Change Order increasing the Target Price by the costs resulting therefrom, including recovering or reinstallation costs, and, if applicable, the Project Schedule will be equitably adjusted.  If such Work is not in accordance with this Agreement, Contractor all such costs shall be chargeable against the Target Price and Contractor will not be permitted any adjustment to the Project Schedule.

4.38           Administrative Facilities.  Contractor shall provide temporary office facilities for itself on the Big Stone Site.  Such facilities, together with office equipment, sanitary facilities, and communications services are to be provided in accordance with the Technical Specification.

4.39           No First of a Kind.  Without Owners’ consent, Equipment will not include prototype equipment, meaning any equipment or component thereof that is at that stage in the evolutionary developmental process where the design, functionality, environmental suitability, material composition, scale, reliability, maintainability, and other operational characteristics of the equipment or any component thereof has not been substantiated by at least two (2) full operating years of commercial experience.

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4.40           NERC Critical Infrastructure Security Management Controls.  Contractor shall at all times comply with Owners’ security management information protection program set forth in in this Section 4.40 implementing CIP-003-1, R-4 (as may be superseded by CIP-003-2 or otherwise) of NERC’s Reliability Standards for Bulk Electric Power Systems of North America.  In addition, if and to the extent that the Work requires access to: (i) assets of Owners or (ii) areas of the Existing Facilities that are located within the physical security perimeters described in Exhibit S-3, without limiting Contractor’s obligations under Article 18 with respect to Confidential Information, Contractor shall comply with Owners’ programs that implement CIP-004-1, R1 through R4 (as may be superseded), including the following:

(a) If any of personnel of Contractor or a Subcontractor requires key card access to a restricted area or electronic access to a protected system, Contractor shall identify such individual to the individual designated by Owners in Exhibit S-3 and provide such documentation and information required by Owners.  All such individuals are subject to background checks from time to time.  Any such individual may also be subject to periodic information requests to maintain access. Access to any restricted area or protected system by any individual for whom Contractor is responsible without strict adherence to Owners’ protection program is a material breach of this Agreement.  Owners are entitled to deny access to any individual for whom access is proposed if such individual at any time does not meet Owners’ requirements under this program, including execution of waivers and other documentation required by Owners as a condition of granting or maintaining such access;

(b) As a condition of Owners granting access to any individual for whom Contractor proposes access, such individual must take (and retake as necessary) all NERC-related training required by Owners.  Owners may require such individual to demonstrate competence in the subject of such training as a further condition to gaining or maintaining access; and

(c) If any individual that was granted key card access to a restricted area or electronic access to a protected system no longer requires such access, Contractor shall immediately collect such individual’s key card and give notice of the individual’s name, the date on which access was no longer needed and return the key card to the individual designated by Owners in Exhibit S-3.

Contractor certifies for itself and its Subcontractors and their respective representatives who may be granted access to “critical energy infrastructure information” (“CEII”) as defined in 18 C.F.R. § 388.113(c)(1) or any successor provision that (1) it and each of its representatives are aware of the requirements of 18 C.F.R. Part 388 with regard to CEII and (2) it has no reason to believe that it or its representatives would be restricted from access to CEII.  To the extent applicable, a disclosure (inadvertent or otherwise) of CEII by Contractor, its Subcontractors or any of their respective representatives must be appropriately addressed by Contractor pursuant to 18 C.F.R. § 358.7 or any successor provision.

The foregoing requirements set forth in this Section 4.40 constitute the “NERC Requirements” applicable to Contractor, its Subcontractors and any others for whom Contractor is responsible.  The obligations established by this Section 4.40 are continuing obligations and survive the expiration or early termination of this Agreement.  Owners have the right to audit and inspect any and all such information regarding compliance or non-compliance with the NERC Requirements in accordance with Section 25.9.1.  Contractor, immediately upon the request of Owners, shall confirm destruction of any documentation relating to the NERC Requirements received from or regarding Owners or the Existing Facilities.  If Contractor has any questions about the nature of its obligations under this Section 4.40 it shall promptly contact the individual designated by Owners in Exhibit S-3 prior to proceeding to take any action that could risk non-compliance with the NERC Requirements.

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4.41        Salvaged Materials.  Exhibit B specifies certain materials to be salvaged by Contractor for recycling.  Owners shall have title to all such salvaged materials, whether resulting from demolition or new construction activities.  Contractor shall coordinate the recycling of such materials with Owners’ recycling vendor and Owners’ Representative.  Contractor shall arrange with Owners’ recycling vendor the delivery and pick-up of recycling bins for such salvaged materials to the extent that such salvaged materials can be placed in bins.  If any of the salvaged materials cannot be placed into bins, Contractor shall neatly store such salvaged materials at a location or locations directed by Owners’ Representative until pick-up, and Contractor shall arrange for such pick-up with Owners’ recycling vendor.  All revenues from the recycling of such salvaged materials shall belong to Owners.

ARTICLE 5

OWNERS RIGHTS, DUTIES & OBLIGATIONS

5.1           Key Personnel.  Owners shall designate, from time to time, one or more individuals who will act on Owners’ behalf, in connection with the Work, together with the scope of their authority.  Among such designees there must be appointed a principal representative of Owners (the “Owners Representative”), who will be Owners’ authorized representative, and who will receive and initiate all communications from and with Contractor and who will be authorized to render decisions related to the Work and bind Owners.

5.2           Owners’ Review.  Owners will be entitled to review, comment on, evaluate, or approve the Design Documents and other submittals as provided in Exhibit B.  Contractor shall consider Owners’ comments in good faith; provided, however, Owners will not have any responsibility or liability for the accuracy or completeness of such documents, for any defects, deficiencies, or inadequacies therein or for any failure of such documents to comply with the requirements set forth in this Agreement, the responsibility for all of the foregoing matters being the sole obligation of Contractor.  Contractor shall advise Owners in writing of the disposition of each of the comments.

5.3           Owners Provided Items.  Owners, at their expense, shall provide: (i) construction electric power and a potable water source.  Items to be provided by Owners prior to Substantial Completion, including items necessary for start-up, are specifically identified, limited in quantity, and scheduled as set forth in Exhibit O. Additional quantities shall be made available by Owners, subject to availability, at Contractor’s expense.

5.4           Right to Apply Monies.  Owners shall have the right to deduct from any funds or monies due or to become due to Contractor (or draw on the Retainage) any amounts actually due to Owners from Contractor as a result of any losses, expenses, damages, obligations, or liabilities for which Contractor is responsible pursuant to the terms and provisions of this Agreement.

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5.5           Access and Inspection.

5.5.1           Access to Site.  Owners shall provide reasonable non-exclusive access to the Job Site (as shown in Exhibit S-2), other portions of the Big Stone Site, and the Existing Facilities on which Work is to be performed to Contractor and its Subcontractors commencing upon issuance and acknowledgement of the Notice to Proceed, subject to Applicable Law, applicable Big Stone Site regulations, and the terms of this Agreement.  Notwithstanding the foregoing, Contractor may not commence “construction” within the meaning of Owners’ Permits prior to the mobilization date set forth in Exhibit B, Section 013216, without Owners’ prior written consent.  Prior to issuance of the Notice to Proceed, Contractor may have access to the Job Site or other portions of the Big Stone Site upon reasonable advance notice to Owners and at reasonable times for purposes expressly approved by Owners, subject to Big Stone Site regulations and the terms of this Agreement.  Owners will be entitled to restrict Contractor’s access to or activities on the Big Stone Site prior to issuance and acknowledgement of the Notice to Proceed and Contractor will not be entitled to assert any claim for relief under Article 9 or Article 10 on account thereof.  Until issuance and acknowledgement of the Notice to Proceed, unless Contractor has received the prior written consent of Owners, Contractor shall not engage in any construction work upon the Big Stone Site.

5.5.2           No Relief.  No inspection or review of, or failure to inspect or review, the Work or any portion thereof by Owners or any other Person on behalf of Owners will relieve Contractor of its obligation to properly execute and complete the Work.  Inspection by Owners will not be deemed to be supervision or direction by Owners, and is only for the purpose of attempting to confirm for Owners’ purposes that the Work conforms to the requirements of this Agreement.

5.6           Owners Permits.  Owners are responsible for obtaining Owners Permits.

5.7           Right to Carry Out the Work.  If Contractor defaults under this Agreement or neglects to carry out the Work in accordance with this Agreement and fails within a seven (7) Day period after receipt of written notice from Owners to take steps to commence and continue curing such default or neglect with diligence and promptness, Owners, without prejudice to any other rights or remedies Owners may have under this Agreement, including declaring Contractor in default, and with or without terminating this Agreement, may correct such deficiencies at Contractor’s expense, (including Owners’ internal, general, and administrative expenses) and Owners shall have the right to: (i) charge against the Target Price an amount equal to the expenditures incurred by Owners in so doing; and/or (ii) utilize Retainage.

5.8           Rights Not Limited.  The rights and remedies provided in this Article 5 are in addition to, and not in limitation of, any other rights or remedies otherwise available to Owners under this Agreement.

5.9           Operating Personnel.  At such time as Contractor has achieved Mechanical Completion, Owners will commence hot commissioning of the Work.  Owners shall operate the Unit from and after Mechanical Completion with its normal complement of personnel.  Contractor shall communicate with supervisory personnel identified by Owners to convey any requests with which it wants Owners to comply with respect to the operation of the Work during commissioning and hot testing.  Owners shall use reasonable efforts to operate the Unit in accordance with such requests to the extent such requests are consistent with Good Utility Practices and comply with Applicable Law.  If Contractor requests Owners’ operation of the Unit and such request is responsible for damage to the Unit or the Work, Contractor shall: (i) reimburse Owners on demand for correction of such damage within the Unit; (ii) correct damage within the Work; and (iii) pay liquidated damages for each Outage Day in accordance with Section 7.1.  Contractor understands that the Unit is a critical generating resource for Owners and consequently Contractor will exert maximum efforts not to make requests that are inconsistent with Owners’ requirement to maximize Unit operations on an unrestricted basis.

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5.10           System Needs.  Inasmuch as the Unit is a critical generating resource for Owners, if Owners determine that system needs require the Unit to operate after Mechanical Completion but prior to Substantial Completion, Owners will advise Contractor in writing and Owners will be entitled to put the Unit into service.  To the extent such Unit operations materially interfere with Contractor’s ability to achieve Substantial Completion, such interference will constitute an Excusable Event.

5.11           Contractor’s Personnel.  Owners have the right to object to any representative or Person employed or engaged by Contractor that engages in misconduct, is believed by Owners to lack competence for the tasks assigned, or is negligent while on the Job Site or the Big Stone Site.  Contractor shall remove such Person from the Job Site or the Big Stone Site, as applicable upon receipt of Owners’ written notice.  Any cost for replacement Persons will be at Contractor’s expense and shall not be included in the Cost Reimbursable Portion.  The rights of Owners under this Section 5.11 are in addition to the rights of Owners with respect to the personnel pursuant to Section 4.6.

5.12           Revenue.  Owners are entitled to all energy (steam and electrical), capacity and ancillary attributes that result from electrical generation of the Unit and all revenue derived therefrom.

ARTICLE 6

PROJECT SCHEDULE

6.1           Commencement.  Contractor acknowledges that it will commence performance of the Work upon receipt of the Notice to Proceed in accordance with the requirements of this Agreement and that it will continuously and diligently fulfill its obligations under this Agreement.  Exhibit D sets forth the Project Schedule indicating the dates for the start and completion of the various stages of the Work.  Contractor shall strictly adhere to the Project Schedule.  Owners reserve the right to direct Contractor to reschedule the order and rate of progress of performance of the Work so as not to interfere with the performance of work by Owners and/or other contractors.  In the event Owners redirect Contractor’s Project Schedule, Contractor may be entitled to a Change Order in accordance with Article 10.

6.2           Project Schedule Update.

6.2.1           Without altering, revising, or otherwise changing the scheduled Installation Start Date, the Guaranteed Mechanical Completion Date, the Guaranteed Substantial Completion Date, or the Guaranteed Final Completion Date, Contractor shall submit, with the monthly status report submitted pursuant to Section 4.24.1, electronic and updated hard copy of a total project integrated Project Schedule, including critical path activities interconnected by schedule logistics, in Level 3 Primavera P6® format (fully logic-tied and resource loaded) and meeting the requirements set forth in Exhibit B, Section 013216, to Owners for Owners’ review and comment.  All extensions of the Project Schedule to which Contractor is entitled shall be determined by the impact of the delay giving rise to the change in the critical path, as shown on the Project Schedule.

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6.2.2           If at any time during the performance of the Work, Contractor’s progress does not keep pace with the requirements of the Project Schedule, to the extent of Contractor’s fault or responsibility Owners may order Contractor to take steps to improve its progress without a change to the Target Price.  Neither such notice by Owners, nor Owners’ failure to issue such notice, shall relieve Contractor of its obligation to perform in accordance with the Agreement, including completion of quality Work in the timeframe required by the Project Schedule.  Failure of Contractor to comply with the notice of Owners may be grounds for determination by Owners that Contractor is not pursuing the Work with such diligence as shall assure completion within the times specified.  Upon such determination, Owners may invoke their Right to Carry Out the Work, as described in Section 5.7 of this Agreement.

6.3           Turnover of the Systems.  Not less than one hundred twenty (120) Days prior to commencing the turnover process contemplated by this Article 6, Contractor shall provide a detailed written turnover and start-up plan to Owners for their review and comment.  Such plan must include: a complete listing of the Systems along with a scheduled turnover date for each such System and a schedule of documents to be included in the System Turnover Package that will accompany the System being turned over.  Each System Turnover Package must be properly completed and include sufficient checkout and operation information to clearly indicate that the System has been completely checked out and meets the requirements of Exhibit B.  The data provided in each System Turnover Package must be complete and compatible for insertion into Owners’ hold card system or lock-out tag-out procedures, as applicable.  Owners will have thirty (30) Days to review such plan and provide written comments to Contractor.  Contractor will promptly address such comments and resubmit the plan until such time as Owners approve the plan.  Owners and Contractor will mutually agree on the final turnover and start-up plan prior to its implementation.  Thereafter, Contractor’s turnover of Systems will be accomplished as follows:

6.3.1           Ready for Turnover.  When Contractor deems that it has achieved completion of construction of a System in accordance with this Agreement, including static integrity tests, alignment, electrical continuity tests, lubrication, and demonstration of readiness for operation as appropriate (but exclusive of Punch List Items, final vendor reports, manuals, and other information not necessary for start-up), Contractor shall notify the Owners Representative, in writing, that the System is ready for turnover to Owners, which notice must be accompanied by the applicable System Turnover Package meeting the requirements of this Agreement.

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6.3.2           Turnover Acknowledgment.  Owners will agree that the System is ready for turnover in writing (“Turnover Acknowledgment”) within seven (7) Days of receipt by Owners Representative of notification from Contractor (the “Owners Review Period”), unless Owners reasonably believe that: (i) the System Turnover Package does not comply with the requirements of this Agreement or (ii) the System (a) contains deficiencies, defects, or non-conformities that preclude safe testing, safe commissioning, or safe operation; (b) has not been prepared, flushed, or cleaned as necessary or appropriate; (c) requires Work that has not been completed and which does not constitute a Punch List Item; or (d) materially differs from the System required under this Agreement.  Owners and Contractor must develop a Punch List and endeavor to ensure that the Punch List contains all deficiencies and incomplete items of Work with respect to the System submitted for Turnover Acknowledgment. Notwithstanding the foregoing, if the turnover of a System by Contractor is not made in accordance with the agreed upon turnover Project Schedule and as a result Owners are unable to accept or reject such System within the Owners Review Period, Owners and Contractor will mutually agree upon a reasonable extension of the Owners Review Period for the affected Systems, which extension will reflect the nature of the affected System.  Turnover Acknowledgment and the provision of operating personnel neither constitutes acceptance of any System, Owners’ acceptance of care, custody, or control of such System, nor any transfer of control to Owners, including responsibility for commissioning, start-up, testing, operations, or maintenance.

6.3.3           Deficiencies.  If Owners reasonably believe that any of the circumstances set forth in clauses (i) or (ii) of Section 6.3.2 exist with respect to a System submitted for Turnover Acknowledgment, Owners will so notify Contractor in writing during the Owners Review Period, stating the deficiencies noticed or the incomplete items of Work, as applicable.  When Contractor deems it has remedied such deficiencies or completed such items of Work, as applicable, Contractor will then again notify Owners Representative as provided in Section 6.3.1.  This procedure will be repeated until Owners issue the Turnover Acknowledgment for such System.  Nothing contained herein will prevent Owners from identifying any Defects, deficiencies, incomplete Work, or Punch List Items if discovered after Turnover Acknowledgment of any System.

6.4           Installation Outage.

6.4.1           Marshaling.  Contractor may not commence to accomplish Work that requires the Unit to be off-line unless its workforces, its Subcontractors’ workforces, Contractor Supplied Materials and Equipment, Consumables, and Construction Aids necessary for the performance of such Work have been fully marshaled and are present at the Job Site prior to the commencement of the outage during which such Work will be performed (the “Marshaling Requirement”).  Contractor’s Work to be performed during the Installation Outage must, however, be coordinated with the work to be performed by Owners during such outage and may not start before the Installation Start Date, except as approved by Owners.

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6.4.2           Installation Outage.  Contractor shall exercise its best efforts such that all Work that requires the Unit to be off-line will be achieved during the Installation Outage.  If achievement of such Work is in jeopardy in the reasonable judgment of Contractor or Owners, Contractor shall promptly prepare and implement, in good faith, a detailed recovery plan such that the performance of the Work can progress in accordance with the Project Schedule.  If the inability to meet the Project Schedule is caused without any material contribution by Contractor or its Subcontractors, then Contractor will be entitled to a Change Order increasing the Target Price by an amount equal to its costs related to preparing and implementing the recovery plan in accordance with Article 10.

6.4.3           Extension of Installation Outage.  If Contractor fails to complete all Work that requires the Unit to be off-line within the Installation Outage and the Unit cannot be placed in service and operate as a consequence of Contractor’s failure to complete such Work, liquidated damages will be assessed against Contractor, which liquidated damages will be calculated as if they had been incurred under Section 7.1, for each Day, or part thereof (without proration), from and after the first Day following the Installation Outage until the Day that such Work has been completed.  If Contractor requires additional time to complete such Work and requires that the Unit be out of service in order to complete such Work, at Contractor’s request, Owners will schedule the required number of Days for Contractor to complete the Work and Contractor will be assessed liquidated damages for each such Day, as if such liquidated damages were incurred under Section 7.1.  Contractor will withdraw from the Unit so as not to delay Start-up as planned by Owners.  Contractor is obligated to use its best efforts to complete such Work notwithstanding the occurrence of an event of Force Majeure (other than an event of Force Majeure occurring after it has met the Marshaling Requirement) and without adjustment of the terms of this Agreement on account thereof.  Contractor recognizes that the date of the scheduled Installation Outage is not subject to change except in Owners’ sole discretion.

6.4.4           Operation After Installation Outage.  Whether or not such Work has been completed at the end of the Installation Outage, Contractor will leave the Work in a condition that will allow Owners, exercising Prudent Utility Practices, to utilize the Unit, it being understood by Contractor that the Work, and the Unit, will run on a commercial basis as needed following the Installation Outage.

6.5           Mechanical Completion.

6.5.1           Achievement.  Contractor shall successfully achieve Mechanical Completion on or before the Guaranteed Mechanical Completion Date.

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6.5.2           Mechanical Completion.  If timely achievement of Mechanical Completion by the Guaranteed Mechanical Completion Date is in jeopardy in the reasonable judgment of Contractor or Owners or if it is not timely achieved, Contractor shall promptly prepare and implement, in good faith, a detailed recovery plan and accelerate the Work such that the performance of the Work can progress in accordance with the Project Schedule.  If the inability to meet the Project Schedule is caused without material contribution by Contractor or its Subcontractors, then Contractor will be entitled to a Change Order increasing the Target Price by an amount equal to its costs related to preparing and implementing the recovery plan and accelerating the Work in accordance with Article 10.  Within seven (7) Days after receipt by Owners of written notice from Contractor certifying that Contractor has satisfied the requirements for Mechanical Completion (other than issuance of the Certificate therefor by Owners), Owners shall determine whether the applicable requirements have been achieved and shall either issue the Certificate of Mechanical Completion or give notice to Contractor in writing of Defects in the Work (other than Punch List Items), of which Owners then have knowledge.  Owners are obligated to issue the Certificate of Mechanical Completion within such seven (7) Day period if Contractor has satisfied the requirements of Mechanical Completion (other than issuance of the Certificate therefor by Owners).  Upon receipt of a written notice of the reasons why Contractor has not achieved Mechanical Completion from Owners, Contractor shall promptly perform corrective measures to eliminate any Defects or deficiencies in the Work and shall thereafter provide another written notice to Owners containing the applicable certification set forth above.  Owners shall, within two (2) Business Days after receipt of such written notice, and after each subsequent written notice as may be required, determine whether the applicable requirements have been achieved and either issue the Certificate of Mechanical Completion or advise Contractor of any Defects or deficiencies (other than Punch List Items) remaining in the Work that prevent achievement of Mechanical Completion.

6.6           Re-Setting of Work.  During those periods after Substantial Completion, Contractor shall perform whatever Work is necessary, including re-setting of Equipment and repairs of damage or modifications caused by testing, to return the Work or relevant portion thereof to the normal operating control settings and configurations; provided, however, Contractor is not entitled to require that the Unit be taken out of service or operate on a restricted basis.

6.7           Substantial Completion.  Contractor shall successfully achieve Substantial Completion on or before the Guaranteed Substantial Completion Date.  At such time as Contractor, in good faith, believes that it has completed the requirements necessary for the achievement of Substantial Completion it shall give written notice of its belief to Owners. As soon as practicable, but in any event within five (5) Business Days after receipt of notice by Owners, Owners shall either issue the Certificate of Substantial Completion or reject Contractor’s notice, in which case it shall state its reasons for rejection.  Such procedure shall be repeated until Contractor submits a notice demonstrating that it has fulfilled the requirements necessary to achieve Substantial Completion.  Owners are obligated to issue the Certificate Substantial Completion within the five (5) Business Day period set forth above if Contractor has satisfied the requirements of Substantial Completion.

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6.8           Possession and Control.  On the earlier of Substantial Completion or Early Operation, Owners shall take and thereafter be responsible for the care, custody, control, operation, and maintenance of the Work.  Following transfer of possession and control of the Work to Owners, Contractor (and its Subcontractors) will have reasonable access to the Work or the Unit as part of the Work to complete any Work still remaining to be performed hereunder; provided, however, Contractor, Subcontractors and Owners will be required to complete any and all Work required to achieve Substantial Completion or Final Completion in a manner consistent with the operational requirements of the Unit (as improved by the Work following the completion of the Work) as directed by Owners.  In no event will Owners be required to take the Unit out of service or otherwise adversely affect Unit operations, except as set forth in this Section 6.8.  Promptly upon achievement of Substantial Completion, Contractor shall advise Owners whether completion of the Work required to achieve Final Completion will require a partial or complete shutdown of the Unit and the Work or the imposition of operating restrictions on the Unit.  If any such actions are required, Owners will identify a scheduled outage period of the duration requested by Contractor which, in no event, will exceed seven (7) continuous Days within which outage Contractor will be entitled to perform necessary Work; provided, however, any such period will not be scheduled during a peak period or during peak hours.  Contractor and Owners will coordinate their respective scopes of work to be performed during such outage.  Outages and operations are at all times also subject to the requirements of any applicable transmission operator.  Any imposition of operating restrictions or scheduled outage, if necessary, must be arranged and be completed prior to the Guaranteed Final Completion Date.  If for any reason a partial or complete shutdown of the Unit and the Work is required after Substantial Completion for Contractor to complete the Work and Owners have no scope of work required to be performed during such outage, Contractor will be assessed liquidated damages for each Day of such outage, as if such liquidated damages were incurred under Section 7.1.

6.9           Final Completion.  Contractor shall successfully perform all of the Work and obligations (except obligations requiring future performance, e.g., warranty and indemnification obligations) and shall achieve Final Completion on or before the Guaranteed Final Completion Date.  At such time as Contractor, in good faith, believes that the requirements of Final Completion have been met, Contractor shall give notice to Owners, together with reasonable substantiating documentation thereof.  Within ten (10) Days after receipt by Owners of such notice from Contractor, Owners will determine whether the requirements of Final Completion have been achieved.  If Owners agree with Contractor’s notice, within five (5) Business Days of the receipt of Contractor’s notice Owners shall issue the Certificate of Final Completion.  If, however, Owners believe that Final Completion has not been achieved, Owners shall give notice to Contractor to that effect, with reasons for such belief, within the five (5) Business Day period, and, upon receipt of such notice from Owners, Contractor shall promptly take corrective action to fulfill the requirements of Final Completion.  Contractor shall thereafter provide another notice to Owners when it believes that Final Completion has been achieved and the above-described procedures will be repeated until Final Completion is achieved.  Owners are obligated to issue the Certificate of Final Completion within five (5) Business Days of receipt of Contractor’s notice if Contractor has satisfied the requirements of Final Completion.  Nothing in this Section 6.9 shall relieve Contractor of its obligation to achieve Final Completion by the Guaranteed Final Completion Date.

6.10           Maintenance Outage.  Owners will inform Contractor as soon as practical if a maintenance outage (other than the Installation Outage) is scheduled for the Unit.  With Owners’ permission, Contractor may use the period established by Owners within such maintenance outage to perform Work.  Owners may change the schedule for commencement of a maintenance outage without notice.  Owners will specify in writing and Contractor will honor the dates and times for and restrictions in Contractor’s access to the Unit for the performance of such Work.  If Contractor causes Owners to extend a maintenance outage beyond the scheduled duration, then each Day of such extension will constitute an Outage Day and Contractor shall compensate Owners for any such extension at the rate established for liquidated damages pursuant to Section 7.1.

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6.11        Contractor Requested Outage.

6.11.1           Forced Outages.  Contractor may request permission to perform Work requiring access to the Unit during a forced outage of the Unit.  In such event, Contractor may give notice that it wishes to use a portion of such forced outage to perform Work.  Owners will be entitled to grant or deny access to Contractor in its sole discretion.  If access is granted, Owners will specify in writing and Contractor will honor the dates and times, for and restrictions in Contractor’s access to the Unit for the performance of such Work.

6.11.2           Additional Access.  Contractor may also request access at times other than the Installation Outage or as provided in Section 6.8, 6.10, and 6.11.1.  If: (i) Contractor’s request for additional outage time requires the Unit must be taken out of service or operated on a restricted basis, Contractor will compensate Owners for each Outage Day at the rate established for liquidated damages pursuant to Section 7.1.

6.11.3           Delay.  If Contractor fails to properly withdraw from any outage on schedule and thereby causes a delay in Start-Up, as applicable, then liquidated damages pursuant to Section 7.1 will apply.

ARTICLE 7

LIQUIDATED DAMAGES & LIABILITY LIMITATIONS

7.1           Outage Day Liquidated Damages.  Contractor acknowledges that Owners intend, and it is a condition of this Agreement, that the Work, and the Unit, be returned to commercial operation to the maximum extent possible following the Installation Outage.  The Parties agree that it would be extremely difficult and impracticable under the presently known and anticipated facts and circumstances to ascertain and fix the actual damages that Owners would incur should Contractor fail to complete all of the Work that requires the Unit to be off-line during the Installation Outage or, during the performance of the Work, cause the Unit to remain (or be taken or forced) out of service or operate on a restricted basis (each an “Outage Day”).  Accordingly, the Parties hereby agree that if Contractor fails to commence and complete all Work that requires the Unit to be off-line during the Installation Outage and the Installation Outage is extended at the option of Owners; Contractor is given access to the Unit at its request pursuant to Section 6.8, 6.10, or 6.11 and causes Outage Days to occur; or otherwise causes Outage Days to occur, including as set forth in Section 7.8 or this Section 7.1, then Contractor shall pay Owners, as Owners’ sole and exclusive remedy for such Outage Day, as liquidated damages, and not as a penalty, the sum of [**] Dollars ($[**]) for each of the first [**] Outage Days and [**] Dollars ($[**]) for each Outage Day thereafter.  Contractor shall not be liable for liquidated damages under this Section 7.1 to the extent that any applicable Outage Day (or portion thereof) results from Owners’ failure to exercise commercially reasonable efforts (but not including the performance of any Work to be performed by Contractor) in accordance with Prudent Utility Practices: (i) to return the Unit to service as soon as practicable and (ii) to maintain it in service. Notwithstanding anything to the contrary, liquidated damages for Outage Days shall not be assessed for any Day for which liquidated damages are assessed pursuant to Section 7.5 for the failure to achieve Mechanical Completion by the Guaranteed Mechanical Completion Date.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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7.2           Document Deliverables Liquidated Damages.  The Parties agree that it would be extremely difficult and impracticable under the presently known and anticipated facts and circumstances to ascertain and fix the actual damages that Owners would incur should Contractor fail to deliver to Owners Contractor’s technical deliverables packages set forth in Exhibit B, Section 013324, but excluding any technical deliverables that are Construction Turnovers (the “List of Submittals”) by the due dates set forth therein.  Accordingly, the Parties hereby agree that if Contractor fails to deliver any technical deliverable package by the due date therefor, then Contractor shall pay Owners, as Owners’ sole and exclusive remedy for such failure, as liquidated damages, and not as a penalty, the sum of [**] Dollars ($[**]) for each of the first [**] Days of delay, or portion thereof, and [**] Dollars ($[**]) for each Day of delay, or portion thereof, thereafter for each package not delivered by its due date.

7.3           Construction Turnover Liquidated Damages.  The Parties agree that it would be extremely difficult and impracticable under the presently known and anticipated facts and circumstances to ascertain and fix the actual damages that Owners would incur should Contractor fail to meet the due dates for Construction Turnovers set forth in Exhibit B, Section 013216, Article 105.1, Table 1-1, Items Xx. X0, X0, X0, X0, X0, X0, X0, X00, B11, B13, B16, B17, B18, and B21.  Accordingly, the Parties hereby agree that if Contractor fails to achieve any of the Construction Turnovers by the date therefor set forth in Exhibit B, Section 013216, Article 105.1, Table 1-1, Items Xx. X0, X0, X0, X0, X0, X0, X0, X00, B11, B13, B16, B17, B18, and B21, then Contractor shall pay Owners, as Owners’ sole and exclusive remedy for such failure, as liquidated damages, and not as a penalty, the sum of [**] Dollars ($[**]) for each of the first [**] Days, or portion thereof, of delay and [**] Dollars ($[**]) for each Day of delay, or portion thereof, thereafter that such Construction Turnover is delayed beyond the due date therefor.

7.4           Major Milestone Liquidated Damages.  The Parties agree that it would be extremely difficult and impracticable under the presently known and anticipated facts and circumstances to ascertain and fix the actual damages that Owners would incur should Contractor fail to meet the due dates for Major Milestones set forth in Exhibit B, Section 013216, Article 105.1, Table 1-1, Items No. A1 through A7, inclusive, and A11 through A16, inclusive.  Accordingly, the Parties hereby agree that if Contractor fails to achieve any of the Major Milestones by the date therefor set forth in Exhibit B, Section 013216, Article 105.1, Table 1-1, Items No. A1 through A7, inclusive, and A11 through A16, inclusive, then Contractor shall pay Owners, as Owners’ sole and exclusive remedy for such failure, as liquidated damages, and not as a penalty, the sum of [**] Dollars ($[**]) for each of the first [**] Days, or portion thereof, of delay and [**] Dollars ($[**]) for each Day of delay, or portion thereof, thereafter that such Major Milestone is delayed beyond the due date therefor.  Notwithstanding the foregoing, if Contractor achieves Mechanical Completion by the Guaranteed Mechanical Completion Date, then any liquidated damages accrue pursuant to this Section 7.4 for the failure to achieve one or more Major Milestones by the required date therefor shall be deemed waived by Owners.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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7.5           Mechanical Completion Delay Liquidated Damages.  The Parties agree that it would be extremely difficult and impracticable under the presently known and anticipated facts and circumstances to ascertain and fix the actual damages that Owners would incur should Contractor fail to achieve Mechanical Completion by the Guaranteed Mechanical Completion Date.  Accordingly, the Parties hereby agree that if Contractor fails to achieve Mechanical Completion by the Guaranteed Mechanical Completion Date, then Contractor shall pay to Owners, as Owners’ sole and exclusive remedy for such failure, as liquidated damages, and not as a penalty, the sum of [**] Dollars ($[**]) for each of the first [**] Days, or portion thereof, and [**] Dollars ($[**]) for each Day, or portion thereof, thereafter that Mechanical Completion is delayed beyond the Guaranteed Mechanical Completion Date.  It is agreed by the Parties that the liquidated damages set forth in this Section 7.5 relate solely to Contractor’s failure to achieve Mechanical Completion by the Guaranteed Mechanical Completion Date.  When Contractor submits a notice in accordance with Section 6.5.2 that it has achieved Substantial Completion and Owners issue the Certificate therefor concurring with such notice, for the purposes of this Section 7.5 only, the date of achievement of Substantial Completion will be deemed to be the date Owners receive Contractor’s notice.

7.6           Substantial Completion Delay Liquidated Damages.  The Parties agree that it would be extremely difficult and impracticable under the presently known and anticipated facts and circumstances to ascertain and fix the actual damages that Owners would incur should Contractor fail to achieve Substantial Completion by the Guaranteed Substantial Completion Date.  Accordingly, the Parties hereby agree that if Contractor fails to achieve Substantial Completion by the Guaranteed Substantial Completion Date, then Contractor shall pay to Owners, as Owners’ sole and exclusive remedy for such failure, as liquidated damages, and not as a penalty, the sum of [**] Dollars ($[**]) for each of the first [**] Days, or portion thereof, and [**] Dollars ($[**]) for each Day, or portion thereof, thereafter that Substantial Completion is delayed beyond the Guaranteed Substantial Completion Date.  It is agreed by the Parties that the liquidated damages set forth in this Section 7.6 relate solely to Contractor’s failure to achieve Substantial Completion by the Guaranteed Substantial Completion Date.  When Contractor submits a notice in accordance with Section 6.7 that it has achieved Substantial Completion and Owners issue the Certificate therefor concurring with such notice, for the purposes of this Section 7.6 only, the date of achievement of Substantial Completion will be deemed to be the date Owners receive Contractor’s notice.

7.7           Final Completion Delay Liquidated Damages.  The Parties agree that it would be extremely difficult and impracticable under the presently known and anticipated facts and circumstances to ascertain and fix the actual damages that Owners would incur should Contractor fail to achieve Final Completion by the Guaranteed Final Completion Date.  Accordingly, the Parties hereby agree that if Contractor fails to achieve Final Completion by the Guaranteed Final Completion Date, then Contractor shall pay to Owners, as Owners’ sole and exclusive remedy for such failure, as liquidated damages, and not as a penalty, the sum of [**] Dollars ($[**]) for each of the first [**] Days, or portion thereof, and [**] Dollars ($[**]) for each Day, or portion thereof, thereafter that Final Completion is delayed beyond the Guaranteed Final Completion Date.  It is agreed by the Parties that the liquidated damages set forth in this Section 7.7 relate solely to Contractor’s failure to achieve Final Completion by the Guaranteed Final Completion Date.  When Contractor submits a notice in accordance with Section 6.9 that it has achieved Final Completion and Owners issue the Certificate therefor concurring with such notice, for the purposes of this Section 7.7 only, the date of achievement of Final Completion will be deemed to be the date Owners receive Contractor’s notice.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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7.8           Work Scheduling and Liquidated Damages.  Contractor acknowledges that time is of the essence in this Agreement, and that Owners intend to place the Work in commercial service following the completion of the Installation Outage.  Accordingly, following the Installation Outage, Contractor shall be required to complete any and all Work required to achieve Substantial Completion and Final Completion in a manner consistent with the operational requirements of the Unit as directed by Owners.  Subject to Section 6.8, Contractor is not entitled to require Owners to take the Unit out of service or otherwise adversely affect Unit operations.  Accordingly, Contractor shall schedule and coordinate with Owners any Work required to achieve Substantial Completion and Final Completion to avoid adverse impacts on Owners’ ability to operate the Unit.  If the Work, the Unit or any portion thereof must remain or be taken out of service or the nature of the Work to be performed (including Work required to be performed during the PT Correction Period or the Correction Period) will otherwise prevent Owners from operating the Unit as it requires, Owners must first agree to take the Unit out of service or to permit such Work to be performed, subject to Section 6.8 and Contractor shall be required to pay to Owners, as liquidated damages, the sum established in Section 7.1 for each Day of portion thereof for which the Unit remains or is taken out of service or operates on a restricted basis after the Guaranteed Substantial Completion Date.

7.9           Payment.  The liquidated damages specified in this Agreement are due and payable by Contractor to Owners on the first Business Day of the month following the month in which they were incurred; provided, that in the case of liquidated damages pursuant to Section 7.4 for the failure to achieve one or more Major Milestones by the required date therefor, such liquidated damages shall not be payable until the first Business Day of the month following the month in which the Guaranteed Mechanical Completion Date occurred, and then only if Contractor failed to achieve Mechanical Completion by the Guaranteed Mechanical Completion Date.

7.10        Consequential Damages.  Neither Owners nor Contractor (nor any Subcontractor) nor their respective affiliates will be liable for, and each Party hereby releases such other Party from, any consequential, special, incidental, punitive, exemplary or indirect damages, including lost revenue, lost profit, lost shop space, damage to reputation, and interest or finance charges (except as provided herein), whether or not foreseeable sustained by the other Party or any of such other Party’s respective Affiliates, whether arising in contract, tort, strict liability or otherwise under this Agreement.  The foregoing waiver and release is not intended to limit liability for any indemnity obligations to any Person indemnified under this Agreement, except as provided at Section 20.1.1.  Owners’ waiver of liability and release of Subcontractors hereunder is only effective and valid with respect to a Subcontractor if such Subcontractor has either (i) provided Owners with a written fully reciprocal release and waiver of all of its similar claims against Owners or (ii) pursuant to any agreement with Contractor, has agreed to waive or pursue similar such claims.  As to (ii), if it subsequently determined such agreement is void or unenforceable, Contractor shall indemnify, defend, and hold harmless Owners from such claims.

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    7.11        Limitations of Liability.

7.11.1      Liquidated Damages Limit.  Contractor’s maximum aggregate liability for all liquidated damages arising under Article 7 of this Agreement will in no event exceed [**] percent ([**]%) of the Target Price.

7.11.2     Overall Limit.  Contractor’s overall cumulative liability for damages to Owners arising under or in relation to this Agreement will in no event exceed an amount equal to [**] percent ([**]%) of the Target Price; provided, however, such limitation of liability shall not apply to, and no credit shall be issued against such limitations for:

(i) Contractor’s indemnity obligations under this Agreement for direct loss due to personal injury, death or property damage;

(ii) Claims which arise out of or result from fraudulent acts or violations of Applicable Law; and

(iii) the proceeds of insurance required in accordance with Exhibit I.

7.12        Early Operation.  Owners, on notice to Contractor, have the right to take care, custody and control of the Work and thereafter commence Early Operation of the Work.  Should Owners place the Work in Early Operation, Contractor will thereafter have no further liability for liquidated damages pursuant to Section 7.6 or Section 7.7.  Notwithstanding the foregoing, Contractor shall not be relieved of any other obligation under this Agreement, including the achievement of Substantial Completion and Final Completion.

ARTICLE 8

CONTRACTOR’S COMPENSATION/CONDITIONS OF PAYMENT

8.1          Summary of Compensation.  The compensation to Contractor under this Agreement consists of a Fixed Portion and Cost Reimbursable Portion for the Work. The value of the Cost Reimbursable portion of the work is subject to shared responsibility, between the Contractor and the Owners, for cost over-runs or under-runs against a Target Price.  The compensation to Contractor for the Fixed Portion is defined in further detail in Section 8.2. The compensation to Contractor for the Cost Reimbursable Portion is defined in further detail in Section 8.3.  The shared over-run or under-run against a Target Price is defined in further detail in Section 8.4.  For the avoidance of doubt, amounts payable by Contractor to Owners, including liquidated damages, shall not be included in the Cost Reimbursable Portion.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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8.2          Fixed Portion.  The Fixed Portion shall be the sum of the following cost elements:

8.2.1           Corporate Overhead & Profit Amount. The Corporate Overhead & Profit Amount includes Contractor’s profit, as well as corporate general and administrative costs including overhead, cost of capital, home office executives, home office managers, internal consultants, internal auditors, administration staff, treasury, taxes, legal, human resources, investor relations, information services, permanent office utilities and facilities, licenses, training, advertising, communications, professional liability insurance, research and development. This Corporate Overhead & Profit fixed dollar amount covers the entire scope of the Work, including support of direct-hire and subcontract Work.  The Corporate Overhead & Profit shall be a fixed dollar amount and shall not be subject to change unless the scope of the Work is changed by an amount exceeding [**] percent ([**]%) of the Cost Reimbursable Portion determined as of the final True-Up Date. In the event the scope of Work is changed in excess of [**] percent ([**]%) of the Cost Reimbursable Portion determined as of the final True-Up Date, the Corporate Overhead & Profit amount shall be increased by an amount equal to [**] percent ([**]%) of the total value of the change of the Cost Reimbursable Amount.

8.2.2           Project Staff Costs. The “Project Staff” means Contractor’s Key Personnel as defined in Exhibit K, along with any planning, scheduling, administrative, timekeeping, accounting, safety, security, and quality assurance/quality control staff; all jobsite supervision staff above and including the general xxxxxxx position.  The Project Staff Costs is a fixed, lump sum amount for all salary, wages, benefits, and  related  costs of the Project Staff; including all Project Staff travel, mobilization expenses, demobilization expenses, temporary housing, subsistence, vehicles, training, etc.  Also included are any overtime premiums, field premiums, bonus, incentives, and/or profit sharing. for the staff in the event overtime is required to meet schedule.  The Project Staff Costs fixed dollar amount covers the entire scope of the Work, including support of direct-hire and subcontracted Work.  Contractor shall develop and implement a Project Staffing Plan which identifies each Staff position and function, as well as the duration of the assignment and the hours to be worked during the project.  Contractor shall develop an all-inclusive hourly rate for each Project Staff position, to be used as the basis for potential future Change Orders.  The Project Staff Costs fixed dollar amount will remain fixed throughout the duration of the project, and shall not be subject to change unless the Scope of the Work is changed by an amount exceeding [**] percent ([**]%) of the Cost Reimbursable Portion determined as of the final last True-Up Date.  In the event the scope of Work is changed in excess of [**] percent ([**]%) of the Cost Reimbursable Portion determined as of the final last True-Up Date, the Project Staff Costs amount shall be increased by an amount equal to [**] percent ([**]%) of the total value of the change of the Cost Reimbursable Amount.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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8.2.3           Reproduction Expense Amount. The Reproduction Expense Amount includes any and all reproduction of design drawings, project documents, manuals, etc. in electronic or hardcopy form as needed to perform the Work.  The Reproduction Expense Amount shall be a fixed dollar amount and is not subject to change pursuant to a Change Order. This Reproduction Expense Amount covers the entire scope of the Work, including support of direct-hire and subcontract Work.

8.2.4           Data & Telecommunications Systems Amount.  The Data & Telecommunications Systems Amount includes the costs of any and all computing, data management, and telecommunications hardware, equipment, software, programming, set-up, and support services as needed to perform the Work.  This amount includes, but is not limited to the following: voice and data communications equipment (i.e., desk phones, mobile phones, mobile data devices, two-way radios, laptop and desktop computers, printers, routers, modems); software applications (i.e., cost estimating, cost tracking, work management, scheduling, resource management, data management and processing, word processing, spreadsheets); telecommunication and Internet connections and service (i.e., fees for activation, use, and technical support); and ongoing technical support (i.e., installation, setup, configuration, customization, maintenance, or upgrades).  The Data & Telecommunications Systems Amount is a fixed dollar amount and covers the entire scope of the Work, including support of direct-hire and subcontract Work.  The Data & Telecommunications Systems Amount is not subject to change pursuant to a Change Order.

8.2.5           Site Logistics Amount. The Site Logistics Amount includes any and all  job site expenses including, but not limited to, the following:  Contractor office facilities, furniture, supplies, and equipment; sanitary facilities, including toilets and hand washing stations; safety equipment and supplies, including all personal protective equipment, harnesses and lanyards, barriers, caution and danger signage and tape, signage/flagging, oxygen and combustible gas detection equipment, safety incentives, safety awards, and safety training; first aid facilities, including all supplies and equipment to provide first aid and ongoing care of jobsite injuries; temporary material and equipment storage facilities, including warehouses, storage containers, racks, pallets, and dunnage; craft employee support equipment and services, including change, lunch, and cleanup shacks or facilities, drinking water distribution supplies, and testing and training facilities; general transportation and hauling vehicles and equipment (highway or off-road), including cars, trucks, ATVs, wagons, trailers and all fuel, maintenance, repair, and upkeep; temporary Site security services and equipment, including fencing, gates, turnstyles, signage, lighting, pre-employment screening services (drug testing and background checks), identification and badging equipment maintenance facilities; temporary testing and/or support personnel for safety, quality assurance, quality control, NDE, materials testing, and/or surveying, including equipment and supplies as necessary to support testing and/or inspection functions; janitorial services, trash and waste disposal service.  The Site Logistics Amount is a fixed dollar amount covering the entire scope of the Work for the Site Logistics and is not subject to change pursuant to a Change Order.

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8.2.6           Construction Equipment and Rentals Amount. The Construction Equipment and Rentals Amount includes all owned, purchased, rented, leased, and/or borrowed construction equipment, lifting/moving/hauling devices and attachments, rigging, equipment support/cribbing materials employed by Contractor with an initial purchase cost that exceeds $[**] each.  The Construction Equipment and Rentals Amount covers all costs of such equipment, including all mobilization and demobilization costs, freight and handling, fuel, maintenance service, tools, materials, and parts associated with this Construction Equipment and Rentals. Contractor will be responsible for and bear all costs for equipment damaged while in use during the Work.  The Construction Equipment and Rentals Amount is a fixed dollar amount covering the entire scope of the Work, including support of all direct-hire and subcontract Work.  The Construction Equipment and Rentals fixed dollar amount will remain fixed throughout the duration of the project, and shall not be subject to adjustment unless the Work is changed by an amount exceeding [**] percent ([**]%) of the Cost Reimbursable Portion determined as part of the final “true-up”.  In the event the Work is changed in excess of [**] percent ([**]%) of the Cost Reimbursable Portion as determined as part of the final “true-up”, and if such changes require the Contractor to add or decrease the quantity or duration of the mobile equipment listed in Exhibit E, the Construction Equipment and Rentals fixed amount will be adjusted accordingly using the rental rates included in Exhibit E.  Further, in the event Change Orders issued by Owners subsequent to the final “true-up” require Construction Equipment and Rentals in addition to those listed in Exhibit E, the value of such equipment, as determined by the rental rates included in Exhibit E, will be included in the Change Order.

8.3           Cost Reimbursable Portion.  The Cost Reimbursable Portion shall be the sum of the following cost elements:

8.3.1           Direct Hire Craft Labor Costs. The Contractor shall be reimbursed for craft labor costs at actual cost plus applicable union and/or non-union and government assessments (including Workers’ Compensation insurance).  Rates for various trades and classifications are set forth in Exhibit X.  Xxxxx labor includes all craft personnel up to and including the Xxxxxx level.  Direct Hire Craft Labor Costs will be billed directly from Contractor’s payroll system using a certified payroll report.  Any travel and/or subsistence amounts to be paid to Direct Hire Craft Labor employees will be billable to the Owners at actual cost, as verified via  receipt copies submitted with invoice.

8.3.2           Small Tools and Consumables Costs. The Contractor will be reimbursed for Small Tools and Consumables Costs at the rate listed in Exhibit R for Direct Hire Craft Labor employees only.  Small Tools and Consumables are considered to be any tool or consumable item whose aggregate value is less than $[**] per unit.  The list of Small Tools and Consumables is set forth in Exhibit J.  Subcontractor small tools and consumables will be reimbursed as part of the Subcontractor’s billed cost as defined below.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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8.3.3           Permanent Materials Costs. The Contractor shall be reimbursed for Contractor Supplied Materials and Equipment that are incorporated into the Work  at actual cost.  Costs shall include freight/handling charges, applicable taxes, fees, and/or duties.  Contractor shall submit copies of invoices for all Permanent Materials Costs included in an Application for Payment.

8.3.4           Subcontractor Costs. The Contractor shall be reimbursed for the cost of Subcontractors’ and/or third-party services at actual invoice cost.  Costs shall include freight/handling charges, applicable taxes, fees, and/or duties.  Contractor shall submit copies of invoices for all Subcontractor and/or third-party services included in an Application for Payment.  All Subcontracts with any single entity with an aggregate value greater than [**] dollars ($[**]) must be issued under a cost reimbursable type basis unless Owners deem it necessary to use an alternate contracting method.  All cost reimbursable type subcontracts with an aggregate value greater than [**] dollars ($[**]) between Contractor and Subcontractors shall be structured and subject to the same Fixed Portion and Cost Reimbursable Portion terms and conditions set forth in this Agreement.  Any deviations to the Subcontract type and structure requirements as described must be approved in writing by Owners.  All Subcontracts and Subcontractor Cost information shall be available to Owners for review at any time during the Work.

8.3.5           Utilities Costs. Utilities not provided by Owners will be reimbursed to Contractor at actual invoice cost, inclusive of freight/handling charges and applicable taxes, fees and/or duties verified through accompanying receipt copies attached to the appropriate invoice statement.

8.3.6           Miscellaneous Costs. Miscellaneous Costs are all other actual costs necessarily incurred by Contractor directly in the performance of the Work that do not otherwise fall into the categories described above, such as bonds and insurance (including the Payment and Performance Bonds and Subcontractor default insurance, but excluding professional liability insurance), and any other costs pre-approved in writing by Owners prior to being incurred by Contractor.

8.4           Target Price Cost Sharing . The “Initial Target Price” shall mean the sum of (i) the Fixed Portion and (ii) the Cost Reimbursable Portion as estimated as of the Effective Date, which is an amount equal to [**] Dollars ($[**]). The Cost Reimbursable Portion of the Initial Target Price shall be calculated as the sum of the values determined by multiplying the unit prices set forth in Exhibit C by the material quantities estimated for each unit of the Effective Date.

Following completion of design work by the Owners’ Engineer, the final, ‘Trued-Up,’ Target Price shall be calculated based on the final material quantities determined from the Plans issued by Owners’ Engineer for construction.

8.4.1           Contractor’s unit pricing is set forth in Exhibit C.  Contractor’s labor rates and material costs as shown in Exhibit C are firm and fixed for the duration of the Agreement.  The material quantities set forth in Exhibit C are a combination of designed and estimated values provided by the Owners’ Engineer.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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8.4.2           As the design is completed, final quantities for each section set forth in the table below will be determined based on the final Plans and Design Documents (each, a “True-Up Submittal Date”).  The Cost Reimbursable Portion of the “trued-up” Target Price shall be based on the final material quantities and Contractor’s unit rates set forth in Exhibit C.  At the completion of design work for each of the Sections and/or sub-section shown in the below “True-Up Table”, the Owners Engineer shall issue the Plans and/or data for that Section to the Contractor for purposes of construction.  Such Plans and data shall be clearly marked or identified as “Issued For Construction”, or “IFC”.  Upon receipt of IFC information, the Contractor shall review the information, and conduct a detailed quantity takeoff of the materials and/or equipment shown in the Plans.  Contractor shall compare the results of the quantity takeoff to the quantities for the same Section shown in Exhibit C.  Line items and/or material quantities added to or deleted from the pricing pages as part of the true-up process will be priced using Contractor’s unit rates for similar material or equipment type set forth in Exhibit C.  Any variation between this takeoff and the quantities used for calculation of the Initial Target Price shall be reported to the Owners and the Owners Engineer within 30 days of Contractor’s receipt of IFC information.  Following Owners review and acceptance of the changed quantities, a Change Order will be issued revising Exhibit C to reflect the changed quantities for such Section and the Interim Target Price.  When all IFC information for all of the Sections in the below “True-Up Table” is complete and the procedures set forth in this Section 8.4.2 have been completed for all such Sections, the final Target Price will be established and a Change Order the will be issued revising Exhibit C to reflect such final Target Price.

8.4.3           For each of the Sections in the table below, Contractor shall not start the Work at the Job Site on such Section until the final material quantities, and the amount of the Cost Reimbursable Portion of the “trued-up” Target Price attributable to such Section, have been determined in accordance with this Section 8.4.

ITEM	TRUE-UP QUANTITIES SECTION	TRUE-UP SUBMITTAL DATE
SECTION 02	CIVIL STRUCTURAL
	Civil Site Work	1-Apr-13
	Underground Structures	1-Apr-13
	Architectural	1-Apr-13
	Superstructures	7-Jun-13
SECTION 03	MECHANICAL
	Equipment (Supplied by Others)
	SCR Catalyst (B-7800) - Static Mixers Only	7-Jun-13
	SCR Catalyst (B-7800)	7-Jun-13
	Dampers (B-7804D)	5-Oct-13

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ITEM	TRUE-UP QUANTITIES SECTION	TRUE-UP SUBMITTAL DATE
	ID Fans (B-7802)	00-Xxx-00
	Xxxxxxxxx Xxxxxxx System (B-7810)	27-Dec-13
	Steam Sootblowers (B-7819)	27-Dec-13
	Sonic Horns (B-7820)	27-Dec-13
	ACI System Supply (B-7821)	27-Dec-13
	Equipment (Supplied by Contractor)	1-Aug-13
	Piping Systems (Supplied by Contractor)
	Below Grade Piping Systems (unless noted):	1-Apr-13
	AQCS Low Quality Water Piping System from Brine	10-May-13
	Above Grade Piping Systems (unless noted):	1-Jul-13
	Station Heating Piping System	1-Aug-13
	Service Air Piping System to SCR Area	27-Dec-13
	SCR Soot Blower Piping System	27-Dec-13
	HVAC System	1-Jul-13
	Mechanical Demolition & Relocation Work	10-May-13
SECTION 04	ELECTRICAL
	Electrical Trench (at grade)	1-Apr-13
	Grounding (below grade)/Lightning Protection	1-Apr-13
	Electrical Demolition/Relocation	1-Apr-13
	Equipment (Supplied by Contractor)	3-Sep-13
	Cable Tray	3-Sep-13

	Lighting/ Communications	3-Sep-13
	Cable - Medium Voltage Power	3-Sep-13
	Cable - Low Voltage Power / Control / Instrument and EIs	15-Nov-13
	Conduit & Fittings (Field Routed by Contractor)	15-Nov-13
	Equipment (Supplied by Others)	15-Nov-13
	Cable Terminations	3 -Feb-14
SECTION 05	INSTRUMENTATION & CONTROL
	Instruments (Furnished & installed by Contractor)	5-May-14

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ITEM	TRUE-UP QUANTITIES SECTION	TRUE-UP SUBMITTAL DATE
	Instruments (Furnished by Owners & installed by Contractor)	5-May-14
	Calibration and Commissioning of Instruments	5-May-14
	Pedestals	5-May-14
	DCS	5-May-14
SECTION 06	ALLIED ENVIRONMENTAL SOLUTIONS, INC. B-7801
	Allied Equipment	10-May-13
	Allied Piping Systems	1-Aug-13

8.4.4           The technical specification documents will take precedence over the pricing pages in establishing Contractor work scope. Contractor’s as-bid installation unit rates in the pricing pages are to represent and include all scope of work as defined in the technical specifications including specific code compliance items, and construction means and methods.

8.4.5           Changes to quantities of Contractor Supplied Materials and Equipment for field-routed or field-designed material and/or equipment (and the labor to install the same) which were determined after the True-Up Submittal Dates listed in Section 8.4.3 will not be grounds for a Change Order adjusting the Target Price.

8.4.6           If changes are made to material and/or equipment quantities as a result of Owners’ Engineer design changes, after the True-Up Submittal Dates listed in Section 8.4.3, a Change Order will be issued adjusting the Target Price.  The change will be priced using Contractor’s unit rates for similar material or equipment type set forth in Exhibit C.

8.4.7           Contractor must provide sufficient, qualified and dedicated personnel to implement the quantity true-up process and support the true-up schedule detailed above for the duration of the project.

8.5          Deviations From the Target Price. If the Total Construction Cost is less than or greater than the Target Price, as adjusted pursuant to this Agreement, the savings or overage, as applicable, shall be shared by Contractor and Owners in the percentages set forth in the table below.  Overage/underage is computed by beginning at zero and working up (or down if it is an underage) the table to the next category after the maximum band-width in the category is reached.  For a 6% overage, e.g., the first 5% is computed using the shared percentages in the initial (0-5%) category and then the next 1% using the next category’s percentages (5-10%) and the two results are added together for the total amount.

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Over/Under Target Price	Contractor Share	Owners Share
+ Over >20% +	[**]%	[**]%
+ 10% to 20%	[**]%	[**]%
+ 5% to 10%	[**]%	[**]%
+ 0 to 5%	[**]%	[**]%
- 0 to - 5% -	[**]%	[**]%
- 5% to - 10%	[**]%	[**]%
- 10% to - 20%	[**]%	[**]%
Under > -20% +	[**]%	[**]%

For example, assuming the Target Price is $100,000,000, then:

(A)  If the Total Construction Cost is $106,000,000 (a 6% overage):

Contractor’s Share would be [**]% of the first 5% of the overage and [**]% of the next 1% of the overage:

Contractor’s Share = ([**] x $5,000,000) + ([**] x $1,000,000) = $[**].

Owners’ Share, which Owners would pay to Contractor, would be [**]% of the first 5% of the overage and [**]% of the next 1% of the overage:  .

Owners’ Share = ([**] x $5,000,000) + ([**] x $1,000,000) = $[**].

(B)  If the Total Construction Cost is $88,000,000 (a 12% underage):

Contractor’s Share, which Owners would pay to Contractor, would be [**]% of the first 5% of the underage, [**]% of the next 5% of the underage, and [**]% of the next 2% of the underage:

Contractor’s Share = ([**] x $5,000,000) + ([**] x $5,000,000) + ([**] x $2,000,000) = $[**].

Owners’ share would be [**]% of the first 5% of the underage, [**]% of the next 5% of the underage, and [**]% of the next 2% of the underage:

Owners’ Share = ([**] x $5,000,000) + ([**] x $5,000,000) + ([**] x $2,000,000) = $[**]

[**]         Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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8.6          Taxes.

8.6.1           Tax Cooperation and Information.  Contractor shall pay all payroll and other related employment compensation taxes for Contractor’s Project Staff; federal, state and other taxes that may be assessed on Contractor’s net income, net worth, license, privilege or gross receipts (other than taxes that are designated as Sales Taxes) arising from this Agreement; and engineering and business license costs (collectively, the “Contractor Taxes”), all of which shall be deemed included in the Fixed Portion.  Sales, Contractor’s Excise Tax, or use taxes (or the equivalent thereof, however designated in non-South Dakota jurisdictions) required to be paid (and for which no exemption is available) in connection with the Work (collectively “Sales Taxes”), including Sales Taxes on Equipment and Materials provided by Contractor, shall be administered by Contractor in accordance with Section 8.6.3.  Contractor understands that the Big Stone Site is not located in Big Stone City, S.D., and therefore Big Stone City sales tax is not legally applicable to the Contractor Supplied Materials and Equipment or services to be provided under this Agreement.  The Target Price includes Contractor Taxes, including Sales Taxes, provided that if any Sales Tax is increased or decreased after the Effective Date, then a Change Order shall be issued increasing or decreasing the Target Price, as applicable, by the amount that the aggregate Sales Taxes payable on the Work would increase or decrease thereby.  Contractor will be reimbursed for the full amount of Sales Taxes legally owing and paid by Contractor in accordance with this Agreement upon proper documentation at the time Owners make payments in respect of Applications for Payment.

8.6.2           Taxes Related to Employment of Persons.  Contractor accepts full and exclusive liability for the payment of any and all contributions or taxes that are measured by wages, salaries, or other remunerations paid to Persons employed by Contractor (and shall ensure that its Subcontractors do the same) for the Work, or which arise by virtue of their employment, and which now or hereafter are imposed by any Governmental Authority.  Such contributions or taxes include those for unemployment insurance, social security insurance, workers’ compensation, old age retirement benefits and other payroll taxes of any kind.  Contractor shall comply with Applicable Law relating to such subjects and any of such taxes or contributions that Owners may be required by any Governmental Authority to pay shall be chargeable against the Target Price.

8.6.3           Tax and Accounting Information.  Contractor shall provide assistance as reasonably requested by Owners or their tax consultant(s) in confirming eligibility and qualification for exemptions from Sales Taxes to the relevant Governmental Authorities.  From time to time during the term of this Agreement and within thirty (30) Days of a request therefor, Contractor shall provide Owners with information, including regarding quantities, descriptions, costs, amounts of taxes paid and allocations of property acquired in connection with the Work as reasonably requested by Owners in connection with the preparation of tax returns, the defense of tax treatment for such items, for the purpose of satisfying regulatory requirements or as otherwise required in connection with calculating, obtaining exemption from, or rebate of, any Sales Tax or Contractor’s Excise Tax.  Contractor shall assist Owners in taking advantage of any Sales Taxes exemption or other exemption or rebate opportunities identified by Owners, to complete and deliver the applicable documentation in respect thereof.  The benefit of any exemption from or rebate of Sales Taxes or contractor’s excise tax belongs entirely to Owners.

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8.7          Application For Payment.  Owners shall pay Contractor for the Fixed Portion and the Cost Reimbursable Portion of the Work in monthly installments.  On or before the third (3rd) Day of each calendar month, Contractor shall furnish Owners with an Application For Payment for Contractor’s actual Cost Reimbursable Portion (the “Actual Cost”) incurred through the last Day of the previous calendar month, accompanied by the substantiating data required by Section 8.10 plus the applicable share of the Fixed Portion as set forth in Section 8.8.4.  Each Application For Payment submitted by Contractor that seeks payment for Work involving the removal, alteration, or destruction of any portion of the Existing Facilities, including the Unit, must separately identify:  (i) the removal, alteration, or destruction Work performed and (ii) the portion of the Cost Reimbursable Portion associated with such removal, alteration, or destruction.

8.8          Progress Payments.

8.8.1       Subject to other provisions of this Agreement, the amount of each monthly progress payment shall be computed as follows:

(i) The Actual Cost of the Work incurred for the preceding month, minus.

(ii) the shortfall, if any, in the Actual Cost of the Work that is not supported by supporting documentation as required by Section 8.10; plus

(iii) the applicable share of the Fixed Portion; minus

(iv) Retainage.

8.8.2       If Contractor can provide missing supporting documentation for Actual Costs, Contractor can resubmit those Actual Costs for payment in the following month’s Application for Payment, so long as the costs are resubmitted no later than sixty (60) days after the rejection by Owners of the original submission.

8.8.3       Owners shall pay the Sum of 8.8.1(i) through 8.8.1(iv), or in the event the Sum of 8.8.1(i) through 8.8.1(iv) results in a credit to Owners, such credit will be deducted from Contractor’s Application for Payment for the following month.

8.8.4       The Fixed Portion shall be invoiced based on the percent completion of earned values in the Project Schedule .

8.9          Payment of Substantiated Amount.  Owners shall pay Contractor the amount of each Application For Payment which has been substantiated by Owners, less Retainage and other amounts properly withheld hereunder; provided, however, that if the Total Construction Cost (taking into consideration the latest Application For Payment) is greater that the Target Price, then, with respect to that portion of the Application For Payment that is for amounts in excess of the Target Price, Owners shall only pay to Contractor the Owners’ Share.  Owners shall make such payment within thirty (30) Days after receipt of the complete Application For Payment, subject to the provisions of this Article 8.  If Owners fail to make a payment in respect of an Application For Payment when due or improperly withhold amounts due to Contractor, interest will accrue on such overdue amounts at the Agreed Rate from the date such amount was due to have been paid to and until (but not including) the date it is paid.  Payments made to Contractor in respect of Work performed by Subcontractors constitute trust funds for such Subcontractors and shall not be commingled by Contractor with other funds of Contractor or its Affiliates.

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8.10           Supporting Documentation.  Each Application For Payment submitted by Contractor must be accompanied by the following, all in form and substance satisfactory to Owners:

(i) a duly executed or acknowledged Contractor’s certification stating that: (a) all Subcontractors have been paid amounts properly due under their respective subcontracts and identifying all Major Subcontractors with whom Contractor has entered into subcontracts; (b) the applicable Work has been performed in accordance with and complies with this Agreement; (c) it has reviewed all financial information contained in the invoice and it is true, correct and complete; and (d) no Liens or Claims have been filed or commenced in connection with the Work; however, Contractor payment shall not be withheld with respect to item (d) in the event Contractor posts a bond to assure payment reasonably satisfactory to Owners in an amount equal to two hundred percent (200%) of the Lien or Claim;

(ii) duly executed partial or final lien waivers, as appropriate, in the forms set forth in Exhibit F-5 from Contractor and from all Major Subcontractors that are to receive payment.  The final Application For Payment must be accompanied by final and full waivers of claims and Liens from Contractor and, to the extent not previously provided, Major Subcontractors entitled to receive payment in connection with the performance of the Work;

(iii) a copy of the status report pursuant to Section 4.24.1 for the previous month;

(iv) subject to Section 8.6.3, a copy of all invoices, with Sales Taxes and contractor excise taxes paid by Contractor indicated on such invoices, payroll reports, and other reasonable evidence as required by Owners to demonstrate that Contractor incurred the Actual Cost; and

(v) such other information, documents, and other materials: (a) reasonably required by Owners or this Agreement or (b) as may be required by the laws or customs of the jurisdiction in which the Job Site is located in order to protect the owners of the Big Stone Site from Liens or other liabilities.

8.11           Withholding to Protect Owners from Loss.  Owners may, without prejudice to other rights of Owners hereunder, and after notice to Contractor’s Representative by electronic mail or other written means, withhold payment on an Application For Payment or any other amount due to Contractor or a portion thereof (or draw on the Retainage if sufficient funds to withhold are not then available) to the extent such payment is disputed by Owners or because of:

(i) Contractor’s failure to carry out the Work in accordance with this Agreement or any material breach of this Agreement;

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(ii) other amounts due to Owners from Contractor under this Agreement, including liquidated damages then due and owing;

(iii) the existence of defective, deficient or nonconforming Work not yet corrected by Contractor whether or not payment for such Work pursuant to Section 8.9 has been previously made.  Contractor may invoice Owners for such amounts withheld in the next regular Application For Payment made after correction or completion of such Work;

(iv) an amount equal to two hundred percent (200%) of the cost for a third party to complete outstanding Punch List Items.  Amounts withheld for completion of Punch List Items may be invoiced by Contractor in the Application For Payment immediately following satisfactory completion of such Punch List Items; or

(v) Liens filed or Claims commenced by any Person that has performed a portion of the Work unless Contractor has furnished an acceptable bond (as determined in accordance with this Agreement) to protect Owners therefrom.

8.12           Final Payment.

8.12.1     Reconciliation.  As a condition of final payment hereunder, Contractor shall have submitted a statement summarizing and reconciling all previous Applications For Payment, payments by Owners, Change Orders, and the Retainage.  Such statement shall calculate the Total Construction Cost (including all amounts incurred by Owners that are chargeable against the Target Price pursuant to this Agreement of which Owners have notified Contractor), Contractor’s Share, and Owners’ Share.  Subject to the provisions of this Agreement, within thirty (30) Days of the receipt of such statement, Owners shall pay Contractor all remaining amounts due, including, if the Total Construction Cost is less than the Target Price, Contractor’s Share of such underage.  If, for any reason, the Total Construction Cost is greater than the Target Price and Owners have paid to Contractor more than Owners’ Share of such overage, Owners shall be entitled to retain from the Retainage an amount equal to such excess payment.  If the Retainage is less than the amount of such excess payment, Contractor shall, on demand, pay to Owners the difference between the Retainage and such excess payment.  Notwithstanding anything to the contrary contained herein, the final payment will not become due and payable until: (i) a Certificate of Final Completion has been executed by Owners; (ii) Owners have received all Subcontractor warranties, Operating and Maintenance Manuals, schematics, Design Documents, As-Built Drawings and such other items as are required by this Agreement; (iii) all Permits or other approvals required of Contractor have been submitted to Owners; and (iv) the conditions of Section 8.12.2 and 8.12.3 have been properly completed.  The making of final payment constitutes a waiver by Contractor of all claims against Owners (and their property) not previously made in writing by Contractor, except that nothing herein may be construed to imply a waiver of any right to any amount which is the subject of a written protest in accordance with Article 23 at the time final payment is made.  Owners shall make final payment to Contractor within thirty (30) Days after the date that all of the preceding matters have been completed or have otherwise occurred.

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8.12.2     Release.  As a condition of final payment, Contractor shall submit to Owners a conditional waiver and release upon final payment, in form and substance satisfactory to Owners.  Within five (5) Days after Contractor’s receipt of final payment, Contractor shall deliver to Owners an unconditional waiver and release upon final payment that releases all claims of Contractor under this Agreement and represents that all indebtedness connected with the Work for which Owners or their property might in any way be responsible has been paid, waived, or otherwise satisfied; but if any such indebtedness has not been satisfied, Contractor may satisfy this obligation if it furnishes a bond or other security reasonably satisfactory to Owners to indemnify Owners against any such item of responsibility or obligation.  If any Claim of any kind or nature whatsoever is filed in respect of the Work and such Claim or any Lien arises from or is alleged to arise from any failure of Contractor or any Subcontractor to pay the indebtedness connected with the Work, Contractor shall indemnify, defend and hold Owners harmless for amounts that Owners must pay, in defending or discharging such Claim or Lien, including all costs, reasonable attorneys’ fees, charges and interest.  This provision will survive any expiration or termination of this Agreement.

8.12.3     Satisfaction of Obligation.  Notwithstanding any provision to the contrary in this Agreement, Owners and Contractor acknowledge and agree that Contractor will not be entitled to the release of the Retainage unless and until Contractor has achieved Final Completion.

8.13            Disputed Applications For Payment.  If there is any dispute about any amount which is requested by Contractor or which is claimed by Owners to be due and payable by Contractor, Owners will provide notice to Contractor’s Representative of the reasons for such withholding (which notice may be exclusively by electronic mail or other written means), and the amount not in dispute will be promptly paid in accordance with the provisions hereof, and any deduction of a disputed amount that is not specifically agreed to by Contractor or Owners, as applicable, and which is then determined by arbitration, litigation, or by mutual agreement, to have been improperly withheld will be promptly paid by Owners or Contractor, as applicable, together with interest from the date such amount otherwise would have been payable to the date of payment at the Agreed Rate.

8.14            Payment of Subcontractors.  Contractor shall promptly pay each Subcontractor when due the amount to which such Subcontractor is entitled.  Contractor shall, by an appropriate agreement with each Subcontractor, require each Subcontractor to make payments to its sub-subcontractors on the same basis.  Owners have no obligation to pay or to see to the payment of any monies to any Subcontractor except as may otherwise be required by Applicable Law, in which event Contractor shall immediately reimburse Owners therefor, with interest thereon at the Agreed Rate.  Upon reasonable prior notice, Owners reserve the right to make payments due hereunder directly to Subcontractors from and after such time as Contractor:  (i) fails to make any payment to a Subcontractor that is properly due or (ii) upon Owners’ request, fails to provide adequate assurances that Contractor’s financial condition is sufficient to continue to pay such amounts as and when they become due without financial risk to Owners.  The amount of any such payment made by Owners directly to Subcontractors shall be credited against the Target Price.

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8.15           Retainage.

8.15.1      Retainage Amount.  Without limiting Owners’ other rights under this Agreement, as security for the performance of the Work and the other obligations of Contractor under this Agreement: (i) Owners shall be entitled to retain (“Retainage”) from payments due to Contractor an amount equal to [**] percent ([**]%) of each such payment to and until the Substantial Completion Date, not to exceed [**] percent ([**]%) of the Target Price until the date of release determined in accordance with Section 8.15.2 (the “Retainage Amount”).

8.15.2      Release of Retainage.  On or after the Substantial Completion Date, Contractor will be entitled to provide an Application for Payment to Owners for the full amount of the Retainage Amount.  Within forty-five (45) Days following receipt of Contractor’s Application for Payment; provided, that a Contractor Default has not occurred, or if occurred, is not continuing, Owners shall pay to Contractor the full amount of the Retainage then held by Owners; provided that Contractor shall have delivered to Owners an irrevocable letter of credit, securing Contractor’s performance of its obligations provided in Article 13, in the amount of [**] percent ([**]%) of the Target Price to remain in place for the duration of the Warranty Period.  Such letter of credit shall provide that Owners’ right to draw upon such letter at any time, or from time to time, but not in an aggregate amount exceeding the initial stated amount of such letter of credit, shall be conditioned upon Owners presenting to the issuing bank an affidavit of an executive officer that Contractor has failed to comply with its obligations under Article 13.

8.16           Overpayment.  Any overpayment by Owners to Contractor shall be deemed to be a mistake of fact and promptly repaid to Owners upon written demand within five (5) Days.

8.17           Tax and Accounting Information.  Contractor shall provide tax and accounting information required by Owners with respect to the Work, including information required for submission to Governmental Authorities.  For accounting purposes, Contractor shall provide to Owners a cost breakdown of the Payment Amount in accordance with the form and systems of accounts provided by Owners.  The sum of the items listed in Contractor’s price breakdown shall equal the Payment Amount.  Overhead and profit shall not be listed as separate items.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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ARTICLE 9

EXCUSABLE EVENTS AND FORCE MAJEURE

9.1         Notice.  Contractor will not be held in default or be liable for delay or failure in performing its obligations hereunder to the extent caused by an Excusable Event or event of Force Majeure.  Contractor shall give notice to Owners not more than five (5) Days after it knew or reasonably should have known of the occurrence of such Excusable Event or event of Force Majeure, but in no event later than thirty-five (35) Days after the occurrence of such event.  Such notice will, to the extent practicable, specify the nature of the occurrence and the reasons why Contractor believes additional time, an increase to the Target Price (in the case of an Excusable Event only) or other adjustment to this Agreement should be granted, the length of the delay occasioned by, and unless otherwise provided herein, the additional costs incurred (in the case of an Excusable Event only, which costs shall be in accordance with Section 10.1.2) by reason of such Excusable Event or event of Force Majeure.  Within thirty (30) Days after receipt of such notice, Contractor shall provide to Owners a more detailed statement of the impact of the occurrence, its recovery plan and a detailed estimate of the effect on the Target Price (in the case of an Excusable Event only) and the Project Schedule.  If it is not reasonably possible to provide a full impact analysis (including establishing the basis for and the amount of any adjustment to the Project Schedule or Target Price) within such thirty (30) Day period, Contractor must provide all information reasonably possible as soon as possible after the information is available to Contractor, but no less frequently than weekly.  Contractor will have up to but not exceeding thirty (30) additional Days to supplement its detailed statement in writing; provided, that it continues to advise Owners on a weekly basis.  Any impact not described with particularity within such maximum sixty (60) Day period is waived, unless the Parties agree to an extension of such period.  Strict compliance with this Article 9 is a condition precedent to the establishment of an Excusable Event or event of Force Majeure itself.  Contractor will be entitled to an increase in the Target Price (in the case of an Excusable Event only), an extension of the Project Schedule, or other adjustment to this Agreement, to the extent that such Excusable Event or event of Force Majeure has a material adverse effect on the ability of Contractor to fulfill its obligations under this Agreement, Contractor has taken precautions, due care, and reasonable measures to mitigate the impact of such effects.  Failure by Contractor to give the required notice hereunder of a claim that Contractor knew or should have known will preclude Contractor’s right to invoke the protection of this Article.  The initial notice provided by Contractor must describe in reasonable detail the efforts of Contractor that have been or are going to be made to overcome or remove the Excusable Event or event of Force Majeure and to minimize the potential adverse impact resulting from such Excusable Event or event of Force Majeure.  If within a reasonable time after an Excusable Event or event of Force Majeure has caused Contractor to suspend or delay performance of the Work, Contractor has failed to take such action as Contractor could lawfully and reasonably initiate to remove or relieve either the Excusable Event or event of Force Majeure, or its direct or indirect effects, Owners may, in their sole discretion and after notice to Contractor, initiate such reasonable measures as will be designed to remove or relieve such Excusable Event or event of Force Majeure, or its direct or indirect effects, and thereafter require Contractor to resume full or partial performance of the Work. All costs incurred by Owners shall be chargeable against the Target Price.

  9.2         Rights Limited.  The rights and remedies set forth in this Article 9 constitute Contractor’s sole and exclusive rights and remedies in the event of an occurrence of an Excusable Event or event of Force Majeure, and Contractor hereby waives all other rights and remedies at law and/or in equity that it might otherwise have against Owners on account of an Excusable Event or event of Force Majeure.  For the avoidance of doubt, Contractor will not be entitled to any adjustment of the Target Price as a result of an event of Force Majeure.

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ARTICLE 10

CONTRACT CHANGES

10.1            Owners-Initiated Changes.

10.1.1 Change Order Requests.  Owners may, from time to time, without invalidating this Agreement, order changes in (including additions to or deletions of) the Work or changes in the time for or sequence of completion of all or any portion of the Work (“Changes”), by notification in writing to Contractor (such notice, which will be substantially in the form of Exhibit F-3 hereto, a “Change Order Request”), and the Target Price, Project Schedule, or other applicable provision of this Agreement will be adjusted accordingly in a Change Order.  Each Change Order Request will be accompanied by a description of the Changes requested.

10.1.2 Contractor Response.  Contractor shall, within fifteen (15) Days after receipt of a Change Order Request (unless such time period is extended by mutual agreement of Contractor and Owners or as otherwise herein provided), provide Owners for its review and approval, with a written description of any adjustment to the Target Price, the Project Schedule or any other effect on the Work or the terms of this Agreement resulting from the Changes set forth in the Change Order Request (the “Contractor Response”).  Any adjustment arising out of a Change will be negotiated by Owners and Contractor on an open-book basis utilizing the unit rates, if applicable, set forth in Exhibit C, or if the unit rates are not applicable, then on an open book basis utilizing Contractor’s regular financial methods to account for Changes in direct and support labor, Subcontractors, Construction Equipment and other like elements.  Contractor’s Corporate Overhead and Profit for Change Order Request shall be calculated in accordance with process in Article 8.2.1.

10.1.3 Owners’ Response.  Owners shall, within thirty (30) Days after receipt of Contractor Response (the “Owners Response Period”): (i) notify Contractor as to whether it agrees or disagrees with such Contractor Response, and of Owners’ position regarding the effect of the Changes and the Change Order Request on the Target Price, Project Schedule, or other applicable provision of this Agreement and (ii) embody the agreed upon changes in the Work, the Target Price, or the Project Schedule in a document substantially in the form of Exhibit F-3 to be executed by the Parties (a “Change Order”).  During the Owners Response Period, the Owners Representative and the Contractor’s Representative shall make themselves available and shall use reasonable efforts to meet or otherwise confer to discuss the Change Order Request, Contractor Response and the estimates therein contained, and to answer any questions or clarify any information provided with respect thereto.  Owners or the Owners Representative may request the Contractor’s Representative to provide additional reasonable information or further information and data to the extent Contractor has failed to provide such information and data required to be provided or if there are errors, mistakes, or omissions in any information or data previously provided as part of the estimates contained in the Contractor Response.  If Contractor fails to provide data or information required to be provided as part of the Contractor Response or fails to correct any errors or mistakes in such information or data, which prevents Owners from properly analyzing such data, or information, the Owners Response Period will be extended by that period of time commencing on the date Contractor receives notice of such failure, error, or mistake and ending on the date the correct data and information is received by Owners.

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10.1.4 Owners Authorization.  Contractor is not required to perform any Change until a Change Order has been issued therefor or Owners have expressly authorized or directed Contractor in writing to perform a Change prior to such approval, which they are entitled to do.  If Owners so authorize or direct Contractor to proceed with the Change set forth in a Change Order Request prior to issuing a Change Order therefor (the “Owners Authorization”), Owners shall, as part of such Owners Authorization: (i) acknowledge in writing to Contractor that it will issue a Change Order therefor, upon agreement on the effect of the Changes on the Target Price and Project Schedule and (ii) agree to pay Contractor in accordance with the invoicing procedures contained herein any undisputed portion of Contractor’s Actual Costs resulting from such Changes.  Upon receiving such Change Order or such Owners Authorization, Contractor shall perform the approved or authorized Changes in accordance with and subject to all of the terms of this Agreement.  Contractor may not suspend, in whole or in part, performance of the Work during any dispute over any Changes set forth in the Change Order Request or an Owners Authorization or during the review and negotiation of any Change Order based thereon (or any adjustment to the Target Price or Project Schedule to be set forth therein) unless directed to do so by Owners.  Notwithstanding anything to the contrary herein, if directed pursuant to an Owners Authorization issued in accordance with the provisions hereof to proceed with Work as to which a dispute exists about whether such Work is in or out of the scope of Work required of Contractor hereunder, pending resolution of such dispute, Contractor shall (without waiving any rights or remedies with respect to such Change or dispute) proceed with such Work.

10.2           Contractor Change Notice.  If Contractor wishes to make a claim for an adjustment of the Target Price, an adjustment of the Project Schedule, or Change in any other applicable provision under this Agreement (on account of the occurrence of an Excusable Event or event of Force Majeure), Contractor must give notice (“Contractor Change Notice”) in accordance with the time requirements in Article 9.  This Contractor Change Notice must be given by Contractor before proceeding to execute any additional related Work, except in an emergency endangering life or property in which case Contractor may act to prevent threatened damage, injury, or loss.  Contractor shall document and otherwise support any Contractor Change Notice on the same basis and within the thirty (30) and sixty (60) Day periods specified in Article 9.  Owners shall respond to all such Contractor Change Notices within thirty (30) Days after receipt of final documentation from Contractor, setting forth Owners’ position, and, if appropriate, issuing a Change Order or Owners Authorization based thereon.  All Contractor Change Notices must include sufficient documentation for Owners to be able to make a well-informed decision.

10.3           Emergencies.  Any request for a Change claimed by Contractor on account of a need to take action in light of an imminent threat to the health and safety of individuals or property will be determined by the Parties based upon the facts of each such incident.

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10.4           Resolution.  In the event of a failure to agree to any adjustment of this Agreement, including, to the Target Price or Project Schedule as required by the terms of this Agreement as a result of a Change Order Request or a Contractor Change Notice, either Party may demand resolution of such issues in accordance with Article 23.

10.5           Contractor Caused Delays.  To the extent any delay or suspension is caused by Contractor or any of its Subcontractors, no adjustment will be made to the Target Price, Project Schedule or other provision of this Agreement.

ARTICLE 11

TEST AND INSPECTIONS

11.1           Tests.  Contractor shall conduct, arrange, or obtain all inspections required to be performed to meet its obligations under this Agreement (including all certification testing and associated reports required by Applicable Law that must be conducted by a qualified independent party), and tests that are necessary for the proper execution and completion of the Work.  Contractor shall provide for or arrange for all testing personnel.

11.2           Witnessing Tests and Inspections.  Contractor’s responsibilities under this Section 11.2 include inspecting and testing such Work (including Contractor Supplied Materials and Equipment) as is customarily inspected or tested in accordance with Professional Standards, including inspecting work in progress at intervals appropriate to the stage of construction or fabrication, whether on or off of the Job Site, as necessary to ensure that such Work is proceeding in accordance with this Agreement and the Project Schedule. Contractor’s inspections and tests shall be conducted in accordance with the requirements of Section 4.8.  All third party inspections, tests, or approvals must be performed by qualified organizations acceptable to Contractor and Owners. Owners shall have the right, with reasonable notice, to witness any inspection or testing activities. If Applicable Law requires any Work to specifically be inspected, tested, or approved, Contractor shall assume full responsibility therefor and furnish to Owners the required certificates of inspection, testing, or approval.

11.3           Defects Found During Inspections and Tests.  After completion of any inspection or test, Owners and Contractor shall consult concerning the results of such test and Owners shall advise Contractor in writing of any Defects or needed adjustments in the Work that were discovered or observed during the performance thereof.  If Contractor is notified of such Defects, deficiencies, or adjustments, Contractor shall immediately commence and promptly: (i) complete corrective measures to rectify such Defects or deficiencies and any other Defects or deficiencies of which it is aware (including, replacement of any Defective parts) and (ii) make any necessary adjustments.

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ARTICLE 12

CORRECTION OF WORK

12.1           Correction of Work.  Prior to the Substantial Completion Date, Contractor shall, at the earliest practical opportunity, correct, repair, or replace any portion of the Work that is Defective or does not conform to the requirements of this Agreement, without regard to the stage of completion of the Work or the time or manner of discovery of the Defect or nonconformance.  If other portions of the Work are adversely affected by or are damaged by such Defective or non-conforming Work, Contractor shall, at the earliest practical opportunity, correct, repair or replace such affected or damaged Work.  Contractor shall bear the cost of correcting such Defective or nonconforming Work, including additional testing and inspections and compensation for any Design or engineering services and expenses made necessary thereby to the extent that such Defect or non-conforming Work is caused by Contractor’s errors and omissions.

12.2           Urgent Repairs.  If by reason of any accident, failure, or event occurring to, in, or in connection with the Work or any part thereof either during the execution of the Work or during any period of warranty hereunder, any remedial or other work or repair is in the reasonable opinion of Owners urgently necessary and Contractor is unable or unwilling at once to do such work or repair, Owners may, with their own forces or other contractors, do such work or repair in accordance with Prudent Utility Practices.  If the work or repair so done is Work which Contractor was required to do under this Agreement, all costs and expenses incurred by Owners in so doing less any insurance proceeds received as a result of such event shall be chargeable against the Target Price.  Owners, as soon after the occurrence of any such emergency as may be reasonably practicable, shall notify Contractor thereof in writing.

12.3            Damage to Existing Facilities.  To the extent that Contractor or its Subcontractors cause any physical damage or loss to any equipment, structure, or portion of the Work as to which care, custody, and control and risk of loss has passed to Owners or to the Existing Facilities (but not Work for which care, custody, and control and risk of loss has not yet passed to Owners) in the course of the performance of the Work, Contractor shall be liable for making payment to Owners for the cost to repair, correct, or replace such loss or damage, not to exceed [**] Dollars ($[**]) per occurrence, and Owners otherwise release Contractor from liability for physical damage to or loss of the Existing Facilities or Work as to which risk of loss has passed to Owners, and further causes insurers of Owners to waive rights of subrogation against Contractor for any such damage beyond the above limitation.  Payments to be made by Contractor under this Section 12.3 shall be made to Owners within fifteen (15) Business Days of Owners’ demand therefor.

ARTICLE 13

WARRANTY

13.1           Work Warranty.  Contractor warrants that it will perform the Work as a prudent contractor consistent with Codes and Standards on projects similar to this Work project; and without limiting the generality of the foregoing, that the Work, including the Contractor Supplied Materials and Equipment will: (i) be free from errors, defects or damage in Design, materials, and workmanship; (ii) be new; (iii) be of good quality and good condition; (iv) be delivered, handled, stored (whether on the Job Site or off of the Job Site) and installed in accordance with manufacturers’ and/or Subcontractors’ instructions and requirements; (v) will be performed in a good and workmanlike manner and in accordance with the requirements of the Agreement.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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13.2           Warranty Period.  The “Warranty Period” means a period ending on the [**] anniversary of the earlier of Substantial Completion or Early Operation; provided, however, subject to Section 13.9, the Warranty Period for any Defect that has been properly corrected, repaired or replaced will equal the longer of: (i) [**] Days after completion of such correction, repair or replacement or (ii) the [**] anniversary of the earlier of Substantial Completion or Early Operation, but will not extend beyond the date that is [**] Days following the [**] anniversary of the earlier of Substantial Completion or Early Operation; provided, further, if a Defect is caused by violation of Section 4.39, without limiting the recourse of Owners hereunder, the Warranty Period with respect to any Work which constitutes a first of a kind expires on the [**] anniversary of the discovery of the violation of Section 4.39.

13.3           Defects.  If Owners shall give prompt notice of a Defect to Contractor during the Warranty Period, Contractor shall, upon receipt of such notice, promptly repair, replace, or otherwise take such actions as are necessary to correct such Defects including repair, replacement, disassembly, removal, transportation, reconnection, reinstallation, reassembly, testing, or reperformance necessary to accomplish the remedial Work and perform the Work necessary to restore the Work and the Unit, as necessary, to proper operating condition and shall demonstrate to the reasonable satisfaction of Owners that corrections have been properly made (“Corrective Action”).  If the Defect prevents or restricts the operation of the Work or the Unit, Contractor shall initiate the correction of such Defect within forty-eight (48) hours and thereafter diligently pursue such correction to completion, it being the intent of the Parties that the down time of the Work or Unit be minimized to the greatest extent practicable.  Corrective Action also includes (a) Contractor’s obligation to repair or replace any damage to the Work or Unit caused by any Defect or resulting from Contractor’s Work, including Work required under this Section 13.3 and (b) the services of Contractor’s technical advisers, including Job Site field services by Subcontractors.  Contractor shall use its best efforts to remedy any such failure or breach so as to minimize revenue loss to Owners and to avoid disruption of Owners’ operations; provided, that if the Work or the Unit as part of the Work has ceased operating or is materially and adversely affected in its operations as a result of such a Defect, then Contractor’s efforts shall be undertaken on an emergency basis.  If Contractor fails to initiate and diligently take steps to pursue Corrective Action consistent with Prudent Utility Practices within a commercially reasonable period (or such lesser reasonable period of time in the event of a forced outage) of Contractor’s receipt of notice from Owners and continuously pursue such correction thereafter, Owners may undertake or arrange such corrective action at Contractor’s expense.  The taking of Corrective Action by Owners pursuant to the previous sentence will not limit or void Contractor’s warranty; provided, that the Corrective Action by Owners is in accordance with Contractor’s reasonable recommendations or, in the absence thereof, Professional Standards.  Contractor shall pay or reimburse Owners for any customs, duties, or clearance fees payable on parts or components replaced as part of a Corrective Action.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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13.4           Subcontractor Warranties.  Contractor shall obtain warranties for the benefit of Contractor and Owners from Subcontractors performing portions of the Work or providing Contractor Supplied Materials and Equipment in relation to their respective portions of the Work.  Contractor shall obtain such extended warranties from Subcontractors and suppliers as are required in Exhibit B.  Copies of all warranties and guarantees obtained by Contractor will be provided to Owners as part of the Operating and Maintenance Manuals.  Such warranties must be written to survive Owners’ and Contractor’s tests, inspections, and approvals and must be assignable by Contractor to Owners without Subcontractor consent.  On or after the Warranty Period, at the request of Owners, Contractor shall assign to Owners any Subcontractor warranty for Work, Contractor Supplied Materials and Equipment provided hereunder.  Upon assignment, any such warranty must be in full force and effect in accordance with its terms.

13.5           Primary Liability.  Contractor has primary liability with respect to the warranties set forth in this Agreement, whether or not any Defect or other matter is also covered by a warranty of a Subcontractor or other third party, and Owners need only look to Contractor for Corrective Action.  In addition thereto, Contractor’s warranties expressed herein may not be restricted in any manner by any warranty of a Subcontractor or other third party, and the refusal of a Subcontractor or other third party to provide a warranty or correct defective, deficient or nonconforming Work will not excuse Contractor from its liability as to the warranties provided herein.

13.6           Defect Limitations.  For purposes of this Article 13, normal wear and tear; damage caused by the failure to operate or maintain the affected Work in accordance with the reasonable and practical recommendations set forth in Operating and Maintenance Manuals (or Prudent Utility Practices in the absence of having received all or any portion of the Operating and Maintenance Manuals or if such manuals do not provide sufficient guidance); damage made more severe because of Owners’ failure to conform to Prudent Utility Practices after discovery of defects, non-conformance or damages to the Work; or damage caused by misuse or abuse will not constitute a Defect hereunder.

13.7           Warranty Assistance.  At the request of Contractor, Owners shall furnish, to the extent available, personnel and facilities to assist Contractor in any repairs, modifications, or replacements pursuant to its warranty obligations.

13.8           Reasonable Access.  Owners shall provide Contractor representatives reasonable access to the Work or the Unit as part of the Work for the purpose of performing warranty Work upon reasonable notice during times mutually agreed by Owners and Contractor.  Contractor acknowledges that warranty Work, at the request of Owners, must be coordinated with the ongoing operations of the Unit.  Contractor should anticipate that, absent exigency, Owners will likely schedule time for the performance of warranty work during outages or non-peak periods.

13.9           Root Cause Repairs.  If there are two or more of the same type of Defects, failures, or deficiencies in the Work prior to the end of the Warranty Period, Contractor, at its expense, shall perform a root cause investigation of such failures and, if a root cause is determined to exist and arises from the Work, Contractor shall make such repairs, replacements, or adjustments necessary to correct such root cause.  Contractor shall warrant the specific repairs, replacements, or adjustments rectifying the root cause until the [**] anniversary of the repair, replacement, or adjustment.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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13.10        Exclusivity of Warranties and Remedies.  The warranties provided in this Article 13 are the exclusive remedies as to Defects and no other warranties of any kind, whether statutory, express (either oral or written), or implied (including all warranties of merchantability and fitness for a particular purpose) shall apply.  The remedies set forth in this Agreement are the exclusive remedies of Owners for any failure by Contractor to comply with its warranty obligations set forth in this Article 13; provided, that such limitation shall not limit those rights or remedies available to Owners to redress Contractor’s failure to satisfy other obligations under this Agreement, including obligations to achieve Substantial Completion and Final Completion, which achievement is required to occur by the respective dates guaranteed therefor.

ARTICLE 14

PROTECTION OF PERSONS AND PROPERTY

14.1           Safety Programs.  Contractor shall be responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the performance of this Agreement, including a fitness for duty policy and other appropriate precautions and programs for areas in and around the Big Stone Site.  Within fifteen (15) Days of the Effective Date, Contractor shall meet with Owners’ Existing Facilities operating personnel regarding the preparation of a plan to ensure proper health, safety, and environmentally sound practices are employed and enforced in the performance of the Work that is compliant with the requirements and expectations set forth in Exhibit S-4 (the “Health and Safety Plan”).  At this meeting Owners operating personnel shall advise Contractor of any Hazardous Materials that are known to be, or suspected to be, in or around the Existing Facilities and may be encountered by Contractor in the performance of the Work.  Within thirty (30) Days of the meeting, Contractor shall prepare and deliver the Health and Safety Plan to Owners.  At a minimum, the Health and Safety Plan shall require Contractor to comply, and shall cause all Subcontractors to comply, with those rules, regulations and procedures set forth in Exhibit H.  The efficacy or implementation of such plan will not relieve Contractor of its obligations under this Agreement.  If Owners become aware of any Work or the performance of any Work, that they reasonably believes constitutes a threat to the health or safety of persons, property, or the environment, then, without limiting any other rights of Owners hereunder, Owners may (but will not be obligated to) immediately suspend the performance of the Work and thereafter promptly advise Contractor of the cause therefor.  Such suspension may be maintained until such cause is removed.  All costs related to such suspension and any other adverse impact on Contractor or the Work attributable thereto shall be the responsibility of Contractor and no relief under this Agreement will be provided.  Owners, in their reasonable opinion, may exclude from the Big Stone Site any individual whose conduct is prejudicial to safety, health, protection of persons, property, or the environment, or is found or suspected to be in violation or in disregard of the requirements of this Article, this Agreement, or Applicable Law.

[**]           Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

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14.2           Applicable Law.  Contractor shall give notices and comply with Applicable Law bearing on the safety of Persons, property and the environment or their protection from damage, injury or loss, including all standards of the U.S. Occupational Safety & Health Administration applicable to the Work.

14.3           Safety Precautions.  Contractor shall take all reasonable precautions for the safety of, and shall provide all reasonable protection to prevent damage, injury or loss to:

(i) employees and Subcontractors or other individuals performing the Work and all other Persons who may be affected thereby, including other individuals on the Big Stone Site;

(ii) the Work and Contractor Supplied Materials and Equipment, Consumables, and Construction Aids, whether in storage on or off of the Job Site, under the care, custody or control of Contractor or Subcontractors; and

(iii) other property at the Big Stone Site or adjacent thereto, including trees, shrubs, lawns, walks, pavements, waterways, roadways, structures and utilities, it being agreed that Contractor will be liable for the cost of damages incurred by Owners and caused by Contractor or its Subcontractors.

14.4           Community Relations.  Contractor recognizes the introduction of Contractor’s workforce (and those of its Subcontractors) has the potential to disrupt the local community.  Contractor will proactively alert those individuals for whom it is responsible on the Big Stone Site to exercise due caution entering and leaving the Big Stone Site and to otherwise conduct themselves in a manner consistent with good community relations.

14.5           Security.  In addition to the requirements of Section 4.40, Contractor shall take all precautions and measures as may be necessary to secure the Job Site and other portions of the Big Stone Site on which Work is being performed at all hours, including evenings, holidays and non-work hours.  Contractor is not entitled to rely on security provided by Owners.  Contractor shall coordinate its Job Site security functions with Owners’ existing security functions so as not to detract from, or impose upon, existing security measures at the Big Stone Site.  Contractor shall erect, maintain, or undertake, as required by existing conditions and the performance of this Agreement, all reasonable safeguards for safety and protection, including posting danger signs and other warnings against hazards, promulgating safety regulations, and notifying Owners and users of adjacent sites and utilities.  Such precautions may include the provision of security guards and/or fencing.

14.6           Dangerous Materials.  When use or storage of dangerous materials or equipment or unusual methods are necessary for execution of the Work, Contractor shall exercise utmost care and carry on such activities only under the supervision of properly qualified personnel.  Explosives shall not be used on the Job Site or the Big Stone Site, without the prior written consent of Owners.

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14.7           Safety Personnel.  Contractors shall maintain a ratio of one full-time safety professional, but not less than one full-time safety professional for every 50 workers, which shall include any Subcontractor personnel. Functional responsibilities of Contractor safety professional(s) shall be the implementation of all Contractor safety policies, applicable laws, regulations, codes and Owners Project safety policies, provide training to contractor personnel in the avoidance of work related hazards, and frequent worksite inspections to ensure compliance with safe work practices, hazard control measures and the proper selection and use of personal protective equipment.

Contractor safety professional(s) shall, at a minimum, have at least one of the following; Bachelors or Associates Degree in Occupational Health and Safety or related field, or safety certificate recognized by the Council on Certification of Health, Environment and Safety Technologists, or Certificate of Safety Management recognized by the American Society of Safety Engineers, or Advanced Safety Certificate recognized by the National Safety Council, or other accredited safety designation and two years of full-time professional safety experience.  Additionally, Contractor safety professional(s) or designee shall be currently certified in first aid/CPR, trained in bloodborne pathogen hazards and Automated External Defibrillator (AED) usage.

In addition to the Contractor safety professionals described above, any time Contractor has 100 or more workers at the Job Site, including Subcontractor personnel, Contractor shall maintain at the Job Site a full time resource to administer drug and alcohol testing, provide first aid, and to perform injury case management.

Contractors safety professional(s) shall be vested with the authority, within his or her respective organizations to fulfill the obligations of this position. Additional safety professional(s) may be required based on Contractor or Subcontractor safety performance or at the request of Owners management.

Owners reserve the right to accept, reject or request changes to Contractor safety professional(s) assigned to the project.

14.8           Loading.  Contractor must not load or permit any part of the construction, the Job Site or other portions of the Big Stone Site to be loaded so as to endanger the safety of Persons or property.

14.9           Notices to Owners.  Contractor shall immediately (and in each case, but in no event later than a period of time equal to one-half the amount of time Owners have to report any incident to a Governmental Authority) notify Owners by telephone or messenger of any and all potential lost time accidents, recordable injuries (as defined under OSHA), and any property damage arising out of or in connection with the Work.  Contractor shall provide Owners with a written report, giving of full details and statements of any witnesses within twenty-four (24) hours of the occurrence of the event.

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14.10        Hazards and Training.  Contractor shall furnish adequate numbers of trained, qualified, and experienced personnel and appropriate safety and other equipment in first-class condition, suitable for performance of the Work.  Such personnel shall be skilled and properly trained to perform the Work and recognize all hazards associated with the Work.  Without limiting the foregoing, Contractor shall participate in any safety orientation of Owners (or any Owners Affiliate) familiarization initiatives related to safety and shall strictly comply with any monitoring initiatives as determined by Owners.  Contractor acknowledges that it has visually inspected all equipment, structures, and property of Owners to determine the existence of hazards incident to working thereon or thereabouts, and has adopted suitable precautions and methods for the protection and safety of its employees and the property.

14.11        Drug and Alcohol.  No individual will perform any of the Work while under the influence of any illegal or controlled substance or alcohol.  No alcohol may be consumed four (4) hours prior to any individual’s performance of the Work or anytime during the workday.  An individual will be deemed under the influence of alcohol if a level of .02 percent blood alcohol or greater is found.  In addition to the requirements of the drug and alcohol testing program set forth in Exhibit H, Contractor shall: (i) require drug tests within six (6) months prior to starting work at the Big Stone Site as a condition of employment for all of Contractor’s and Subcontractor’s individuals working at the Big Stone Site; (ii) institute a random drug and alcohol testing program covering all individuals that will perform any of the Work; (iii) promptly, upon the written request of Owners, perform drug and/or alcohol tests on all individuals that will perform any of the Work; and (iv) perform drug and alcohol tests on any individual that will perform any of the Work under either of the following circumstances (a) where the individual’s performance either contributed to an accident or cannot be completely discounted as a contributing factor to an accident which involves off-site medical treatment of any individual or (b) where Owners determine in their sole discretion that there is reasonable cause to believe such individual is using drugs or alcohol or may otherwise be unfit for duty.  Individuals tested in accordance with clause (a) or (b) above will not be permitted to perform any Work until the test results are established.  Contractor shall be solely responsible for administering and conducting drug and alcohol testing, as set forth herein.  As applicable and in addition to any other requirements under this Agreement, Contractor shall develop and strictly comply with any and all alcohol and drug testing requirements required by Applicable Law.  Notwithstanding anything to the contrary herein, if the rules and regulations of Owners pertaining to the Big Stone Site are at any time more stringent than the requirements of this Agreement, Contractor will comply and cause its Subcontractors to comply with such more stringent rules and regulations.

ARTICLE 15

SEPARATE CONTRACTORS AND ACTIVITIES BY OWNERS

15.1           Separate Work.  Owners reserve the right to perform either with its own forces or through other contractors and subcontractors construction or operations related to the Work or the Unit as part of the Work or any other construction or other work at the Job Site or the Big Stone Site.

15.2           Integration.  Contractor shall use reasonable best efforts to arrange the performance of the Work so that the Work and the work of Owners’ forces or any of its separate contractors are properly integrated, joined in an acceptable manner and performed in the proper sequence without any disruption or damage to the Work, the work or business operations of Owners or any work of Owners’ forces or its separate contractors.

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15.3           Coordination.  Contractor shall provide for coordination of the activities of Contractor’s, and its Subcontractors’ forces with the activities of Owners’ forces and each of its separate contractors and Owners, as applicable in accordance with the coordination plan established pursuant to Section 4.21.

15.4           Use of Job Site.  Contractor shall afford all separate contractors reasonable opportunity for storage of their materials and equipment and for performance of their work on the Job Site.  Owners shall direct all separate contractors to cooperate with Contractor and to avoid actions that could unreasonably interfere with the activities of Contractor.

15.5           Deficiency in Work of Owners and Separate Contractors.  Without otherwise limiting Contractor’s obligations under this Agreement, if part of Contractor’s Work depends for proper execution or results upon construction or operations by Owners or another separate contractor of Owners, Contractor shall, prior to proceeding with that portion of the Work, promptly report to Owners any discrepancies or defects in such other construction or operations that would render it unsuitable for proper execution and results by Contractor.  The Parties shall resolve in good faith any such discrepancies or defects or any disagreements relating thereto, and Owners shall correct or cause the separate contractor to correct its defects and deficiencies.  Failure of Contractor to promptly report discrepancies or defects of which it has or upon reasonable investigation should have had knowledge shall constitute an acknowledgment by Contractor to Owners that Owners or separate contractor’s completed or partially completed construction or operations are fit and proper to receive Contractor’s Work, except as to discrepancies and defects not then reasonably discoverable.

ARTICLE 16

INTELLECTUAL PROPERTY

16.1           Ownership/License.

  16.1.1           Retain and Use.  Subject to Owners’ license rights hereunder and Section 16.2, Contractor warrants that it: (i) owns or controls the Design Documents and the Intellectual Property therein contained; and (ii) has and will grant Owners all rights reasonably necessary for Owners to exercise the rights granted in Section 16.1, all at no additional expense to Owners.

  16.1.2           Information.  Contractor shall deliver copies of the Information to Owners in tangible, electronic, or other media format requested by Owners, which tangible, electronic, or other media form (but not the underlying intellectual property) will become the property of Owners upon receipt.

  16.1.3           Irrevocable License.  Contractor hereby grants to Owners (and their Affiliates) an irrevocable, permanent, transferable, sublicensable, nonexclusive, fully assignable, royalty-free, paid-up license to copy, perform, display, and otherwise use the Information and Intellectual Property to allow Owners (whether by them or their Affiliates’ employees, independent contractors or agents) to operate, maintain, repair, train personnel, modify, improve, and alter the Work, any Component or replacement thereof.  Owners have the right to retain, copy, execute, modify, create derivative works of, and use copies of the Information and the Intellectual Property and the information contained therein or related thereto for the foregoing purposes.

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  16.1.4           Proprietary Calculations.  Upon request by Owners, Contractor will (and will cause all applicable Subcontractors to) provide any confidential or proprietary design calculations and other formulas not otherwise provided to Owners hereunder which may be needed by Owners in the operation, maintenance, repair, modification, improvement, or alteration of the Work, or any Component thereof.  In the event that providing access to such information is limited by Contractor’s agreements with its Subcontractors, Contractor shall make a good faith effort to obtain the consent of such Subcontractor.  Owners may convey the information provided by Supplier under this Section 16.1.4 without prior written consent (but on notice to Contractor) to any (i) third party test contractor or (ii) Governmental Authority to the extent such information is necessary or required to satisfy or comply with any legal or reporting, or disclosure obligation from such Governmental Authority; provided, that Owners makes a good faith effort to protect or redact the information provided under this Section 16.1.4.

  16.1.5           Non-exclusive License.  Owners hereby grant Contractor a personal, limited, nonexclusive, and nontransferable license to use any proprietary information received from Owners for the sole purpose of performing the Work.  The term of such license shall end upon the earliest of: (i) Final Completion; (ii) termination of this Agreement; or (iii) Owners’ revocation of such license.  Without Owners’ prior written consent, any transfer of control of Contractor shall void such license.  Contractor shall indemnify, hold harmless, and defend Owners from any misuse of the license rights granted in this Section 16.1.5.

  16.1.6           Transfer and Assignment.  The licenses and rights granted to Owners (and their Affiliates) pursuant to this Section 16.1 and the tangible and electronic forms of Information provided to them may be transferred, assigned or sublicensed to any Person to whom the Facility is sold, leased, assigned or otherwise transferred or to any transferee, assignee, or successor in interest of Owners (or any of their Affiliates).

16.2           Indemnity Against Intellectual Property Infringement.

  16.2.1           Indemnity.  Contractor warrants that all Intellectual Property rights which may exist in the Information or other items furnished hereunder in connection with the Work are now (or will at their creation be) vested in Contractor (or that Contractor shall then be able to grant to Owners (and their Affiliates) the license rights referred to in Section 16.1).  Contractor shall defend, indemnify, and hold harmless Owners (and their Affiliates) against all Liabilities arising from any Claim for infringement or misappropriation of any Intellectual Property that either: (i) concerns any Work, including the Information; (ii) is based upon or arises out of the performance of the Work; or (iii) is based upon or arises out of the Design or construction and use of any Work under this Agreement.  Owners shall provide Contractor with reasonably prompt notice of any claim or legal action for infringement.

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  16.2.2           Claim of Infringement.  If any of the Work (or any part or Component thereof) becomes subject to a claim of infringement, misappropriation, or any related injunction, or if Contractor believes that it may be subject to such a claim, Contractor shall remedy the same at its expense by any reasonable means, including: (i) replacing or modifying the allegedly infringing element(s) without loss of functionality and without adversely affecting Unit operations and any license rights granted to Owners hereunder, or (ii) securing for Owners the right to continue to use such element(s) without loss of functionality and without adversely affecting Unit operations and any license rights granted to Owners hereunder.

16.3           Contractor’s Responsibility for Litigation.  If any Claim for infringement or misappropriation results in a Claim against Owners, Contractor shall, as an Indemnifying Party, undertake its indemnification obligations in accordance with Section 20.3.

16.4           Assistance.  If Contractor has charge of any Claim brought against Owners, Owners, at Contractor’s expense, shall render such assistance as Contractor may reasonably require in the defense of such suit; provided, that Owners have the right to be represented therein by counsel of their own choice and at their own expense.

16.5           Injunction.  If Owners or Contractor is/are enjoined from completing the Work or any Component thereof or from the use, operation or enjoyment of the Work or any Component thereof or any permitted use of the Information or any Intellectual Property as a result of any Claim, Contractor shall have such injunction removed at no cost to Owners.  Any failure to secure such injunction shall not constitute an event of Force Majeure hereunder.

16.6           Contractor’s Continuing Obligation.  The acceptance of the Work by Owners, including Contractor Supplied Materials and Equipment, engineering, and/or Design will not be construed to relieve Contractor of any obligation hereunder.

16.7           Limitations and Conditions.  If any Claim of infringement arises, Contractor shall, at its option and at its expense, promptly in a way satisfactory to Owners: (i) procure for Owners the rights or (ii) modify the infringing item, so that such item becomes non-infringing or falls within the scope of the license right granted by Contractor to Owners.  Furthermore, if such claim or legal action for infringement threatens to affect the operation of the Unit or the Work or any Component or other portion thereof in the reasonable judgment of Owners, Contractor shall promptly undertake the obligations set forth in the previous sentence.  Contractor will have no obligation as described in this Article 16 for any design, Component, or process that Contractor is directed by Owners in compliance with Owners’ specifications to incorporate in the Work.  The provisions of this Article 16 shall apply to any allegation of infringement that occurs during the use of the Work.  The indemnification and other provisions of this Article 16 shall survive the termination or expiration of this Agreement.

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16.8           Availability of Intellectual Property.  The rights and license granted under or pursuant to this Agreement by Contractor to Owners are, for all purposes of Section 365(n) of Title 11 of the United States Code, licenses or rights to “intellectual property” as defined therein.  During the term of this Agreement, Contractor shall create and maintain current copies to the extent practicable of all such intellectual property or its embodiment, including the Design Documents and proprietary calculations.  If a bankruptcy proceeding is commenced by or against Contractor under Title 11, Owners shall be entitled to a copy (including electronic format) of any and all such intellectual property and all embodiments of such intellectual property, and the same, if not in the possession of Owners, shall be promptly delivered to it: (i) upon Owners’ written request following the commencement of such bankruptcy proceeding, unless Contractor, or its trustee or receiver, elects within thirty (30) Days to continue to perform all of its obligations under this Agreement or (ii) if not delivered as provided under clause (i) above, upon Owners’ written request following the rejection of this Agreement by Contractor.  If Owners have taken possession of all applicable embodiments of the intellectual property of Contractor pursuant to this Section 16.8 and the trustee in bankruptcy of Contractor does not reject this Agreement, Owners shall return such embodiments upon request.  If Contractor seeks or involuntarily is placed under Title 11 and the trustee rejects this Agreement as contemplated under 11 U.S.C. 365(n)(1), Owners hereby elect, pursuant to Section 365(n) to retain all rights granted to Owners under this Agreement to the extent permitted by Applicable Law.

ARTICLE 17

REPRESENTATIONS AND WARRANTIES

17.1           Contractor.  Contractor hereby represents and warrants the following to Owners, on and as of the Effective Date, which representations and warranties shall survive the execution and delivery of this Agreement, any termination of this Agreement and the final completion of the Work:

(i) it is able to furnish the tools, Contractor Supplied Materials and Equipment, Consumables and Construction Aids, labor, supervision and demolition, Design, and construction services required to complete the Work and perform its obligations hereunder, and has sufficient experience and competence to do so;

(ii) it is a corporation duly organized, validly existing and in good standing under the laws of the State of Illinois;

(iii) it is authorized to do business in the State of South Dakota and properly licensed by all Governmental Authorities having jurisdiction over Contractor or the Work;

(iv) Contractor has had the opportunity to visually examine the Big Stone Site and has acquainted itself with the general and local conditions, as well as other reasonably observable conditions that may influence the performance of the Work, including the requirements of Applicable Law, the other construction activities that will be performed on the Big Stone Site during performance of the Work, the visible condition of Existing Facilities on the Big Stone Site that will be utilized, integrated into, interconnected with or modified in the performance of the Work and building standards and trade practices affecting the Work;

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(v) no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending against or, to the knowledge of Contractor, threatened against or affecting Contractor or any of its properties, rights, revenues assets or the Work (a) which could reasonably be expected to have a material adverse effect on the properties, business, prospects, operations or financial condition of Contractor or (b) which could reasonably be expected to have a material adverse effect on the ability of Contractor to perform its obligations under this Agreement; and

(vi) this Agreement has been duly authorized, executed, and delivered by it and constitutes the legal, valid, and binding agreement of Contractor, enforceable against Contractor in accordance with its terms.

17.2           Owners.  Each Owner hereby represents and warrants the following to Contractor, on and as of the Effective Date, which representations and warranties shall survive the execution and delivery of this Agreement, any termination of this Agreement and the final completion of the Work:

(i) it is duly organized, validly existing and in good standing under the laws of the state of its formation and is duly qualified to do business in the State of South Dakota;

(ii) except as set forth in its publically available filings with the U.S. Securities and Exchange Commission, no litigation, investigation or proceeding of or before any arbitrator or Governmental Authority is pending against or, to its knowledge, threatened against or affecting it or any of its properties, rights, revenues, assets (a) which could reasonably be expected to have a material adverse effect on the properties, business, prospects, operations or financial condition of it or (b) which could reasonably be expected to have a material adverse effect on its ability to perform its obligations under this Agreement; and

(iii) this Agreement has been duly authorized, executed, and delivered by it and constitutes the legal, valid, and binding agreement of it, enforceable against it in accordance with its terms.

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ARTICLE 18

CONFIDENTIAL INFORMATION

18.1           Confidential Information.  The Parties have an interest in maintaining the confidentiality of proprietary information that will be furnished pursuant to this Agreement.  Each Party shall keep in confidence any such information that in good faith is proprietary and which: (i) is specifically designated in writing as being “confidential” or (ii) is disclosed orally, visually or by way of consigned items, and is orally identified as “confidential” at the time of disclosure, which oral identification is confirmed in writing within ten (10) Business Days (“Confidential Information”).  Each Party agrees not to disclose Confidential Information without the prior written permission of the Disclosing Party other than to its directors, officers and employees, agents, contractors, and consultants who reasonably need to have access to such portion of such Confidential Information or use any such information for other than the purpose for which it is supplied, except as provided herein.  Information relating to commercial terms of this Agreement shall also be treated as “Confidential Information;” provided, however, such restriction is intended only to prevent disclosure of the Target Price, Payment Amount, Retainage terms, outage schedules, limits of liability, liquidated damage categories and amounts, warranty provisions, intellectual property provisions, wage rates and unit rates, information obtained by Contractor subject to NERC Requirements, and is not intended to restrict Owners from use of the form of agreement.  Each Party shall be responsible for requiring any third party (excluding such Party’s (or its Affiliates’) officers, directors, employees and counsel who, in each case, will be informed of the requirement to comply with the terms of this Section 18.1, but including agents, contractors, and consultants who are not officers, directors, or employees of Owners) to whom it wishes to disclose Confidential Information to enter into a confidentiality agreement on reasonable terms and conditions that are customary for confidentiality agreements for similarly situated parties receiving proprietary information comparable to the Confidential Information.  Each Party agrees with respect to Confidential Information, to hold the same confidential for the longer of a period of five (5) years from receipt or for a period of three (3) years from the earlier to occur of termination or Final Completion.  The provisions of this Article 18 shall not apply:

(a) to information which the Receiving Party can substantiate:

(1) was in the possession of the Receiving Party at the time it was initially furnished, without a breach of this provision;

(2) is or becomes part of the public domain without a breach of this provision by the Receiving Party;

(3) is received from a third party who is, to the knowledge of the Receiving Party, under no restriction regarding disclosure;

(4) that the Receiving Party either independently developed or had independently developed for it and was not obtained, in whole or in part, from the Disclosing Party; or

(5) that the Disclosing Party authorized the Receiving Party to disclose.

Such information will not be deemed to be within one of the foregoing exceptions if it is merely embraced by more general information available on a non-confidential basis to the Receiving Party;

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(b) to the extent that a Receiving Party is required to disclose information pursuant to Applicable Law, discloses it to the South Dakota Public Utilities Commission or other Governmental Authority, or uses information in connection with any legal proceeding or Dispute under Article 23 hereof; provided, that in such disclosure or use, the Party takes reasonable steps to make the other Party’s Confidential Information subject to any available procedures for maintaining its confidentiality; or

(c) Information that is inappropriately identified as “Confidential” when it is not specifically permitted to be categorized as Confidential Information under this Agreement.

The Parties acknowledge that a violation of provisions of this Section 18.1 by a Party would cause irreparable harm to the Disclosing Party for which no adequate remedy at law exists.  Each Party therefore agrees that, in addition to any other remedies available, the Disclosing Party shall be entitled to seek injunctive relief to enforce the terms of this Section 18.1, including to prevent a breach or contemplated breach hereof, without, in any case, proof of actual damages or the posting of any bond or security, which posting is hereby waived to the fullest extent permitted by Applicable Law.

18.2           Import or Export of Technical Data.  Contractor agrees to comply with Applicable Law regarding the import or export of technical data or information or any product based thereon and shall not ship or communicate or allow to be shipped or communicated, either directly or indirectly, any technical data or information or any product based thereon in connection with the Work to any country or from any country to or from which such shipment or communication is prohibited by Applicable Law.

18.3           Third Party Proprietary Information.  Contractor also agrees to enter into confidentiality agreements with third parties at Owners’ request and to keep in force confidentiality agreements concerning third parties’ proprietary information, which agreements shall permit Contractor to use such parties’ proprietary information solely in connection with the Work.  Such agreements are to be consistent with current industry practices and will not contain provisions that preclude Contractor’s participation in other projects or work.

18.4           Public Relations.  Contractor agrees that all public relations matters arising out of or in connection with the Work will be the sole responsibility of Owners. Contractor shall obtain Owners’ prior written approval of the text of any announcements, publications, photographs, or other type of communication concerning the Work which Contractor or its Subcontractors wish to release for publication, which approval may be withheld in Owners’ sole discretion.

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ARTICLE 19

HAZARDOUS SUBSTANCES

19.1           Hazardous Substances.

  19.1.1           Hazardous Substance Responsibilities.  If, in the course of performance of the Work, Contractor either spills, leaks, or releases (including threatened releases) Hazardous Substances into the environment or encounters Hazardous Substances (or a substance it reasonably believes is a Hazardous Substance) on the Job Site, except as contemplated by Section 19.1.3, or any portion of the Big Stone Site on which Work must occur, in such quantities or at such levels that may require investigation or remediation pursuant to Applicable Law, Contractor shall immediately suspend the Work in the area affected (except as provided below) and immediately orally report the condition to an individual on the Emergency Notification List and to the Owners Representative followed as soon as reasonably possible by a written notice to the Owners Representative.  In any such event, the obligations and duties of the Parties are as follows:

(i) Owners may direct Contractor to take appropriate immediate mitigating action;

(ii) to the extent such condition involves:  (a) a Hazardous Substance introduced to or created during the performance of the Work, on or under the Job Site or the Big Stone Site by Contractor or its Subcontractors; (b) a Hazardous Substance contained in or packed with Equipment provided by Contractor or its Subcontractors as part of the Work; (c) the negligent or intentional spill, leak, release, or threatened release by Contractor or its Subcontractors of a Hazardous Substance used by Owners in the operation or maintenance of the Existing Facilities or the Work or a portion thereof; provided, that such Hazardous Substance was properly contained and labeled (or other adequate warning had been given of its existence); (d) a Contractor responsibility to the extent provided in Section 19.1.3; or (e) the negligent or intentional exacerbation by Contractor or its Subcontractors of an Owners Hazardous Substance of which Contractor or its Subcontractors was aware or should have been aware (Hazardous Substances described in clauses (a) through (e) collectively, “Contractor Hazardous Substances”), then any investigation, response, removal, cleanup, or other remedial action required (1) to restore the status quo ante and (2) by Applicable Law or any Governmental Authorities (collectively, “Environmental Action”) shall be performed by Contractor;

(iii) if the condition does not involve a Hazardous Substance in such quantities and/or at such levels that may require investigation or remediation pursuant to Applicable Law, Contractor shall, promptly after receiving written notice from Owners authorizing Contractor to recommence activities in the subject area, resume the portion of the Work that had been suspended;

(iv) if such condition involves an Owners Hazardous Substance, except to the extent as provided in clause (ii) above, then any Environmental Action shall be performed by Owners; and

(v) except as otherwise required by Applicable Law, any Environmental Action, notification and other communication with third parties, including Governmental Authorities, and reports and documentation related to such Environmental Action shall be undertaken by Owners.

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Contractor shall use diligent efforts to avoid any adverse effect on, or impediment to, the efforts undertaken by Owners, their agents, or independent contractors in connection with any Environmental Action or other remedial work Owners deem appropriate at the Job Site or the Big Stone Site during the term of this Agreement.  The Parties acknowledge and agree that Contractor shall not commence or continue any construction activities on any portion of the Job Site or the Big Stone Site on, in, or under which Environmental Actions or other remedial actions are to be (or are being) performed until such actions are to the point where construction activities will not interfere with such actions, as evidenced by appropriate certifications from the applicable environmental engineer or remediation contractor and any required approvals of any applicable Governmental Authorities.  Contractor agrees to use good faith diligent efforts to continue the unaffected portions of the Work and to adjust and schedule its activities at the Job Site or the Big Stone Site so as to minimize, to the extent reasonably practicable, any adverse effect on the cost and progress of the Work resulting from the performance of any remedial actions.

  19.1.2           Contractor Obligations.  Contractor shall not generate, dispose, bring, transport, or store (and shall prohibit Subcontractors from generating, disposing, bringing, transporting, or storing) Hazardous Substances to or on the Job Site or the Big Stone Site, and shall not utilize (and shall prohibit Subcontractors from utilizing) any construction materials or equipment (whether or not totally enclosed) containing asbestos, polychlorinated biphenyls, benzene, lead or urea formaldehyde; provided, however, that Contractor (and Subcontractors) may use and store (if properly containerized and labeled) in quantities reasonably necessary to perform the Work the following, but only in accordance with Applicable Law:  gasoline, diesel fuel, fuel oil(s), gravel(s), lube oil(s), greases, sealant(s), combustible gases, form oil(s), solvent(s), adhesives, and all other materials, that are normally used or consumed in or during construction or testing of the work and its constituent Systems and Components.  Contractor shall not bring or store any other Hazardous Substances to the Big Stone Site without the specific prior written authorization from Owners.  Contractor shall provide Owners with Material Safety Data Sheets in English, (“MSDSs”) properly completed covering any Hazardous Substance brought to the Big Stone Site and furnished by Contractor (or its Subcontractors).  Contractor shall maintain on the Job Site, at all times, complete records and inventories, including MSDSs of materials described in this Section 19.1.2 that are being used by it or its Subcontractors, or any Persons for whose actions it is responsible on the Big Stone Site. Contractor shall be responsible for the management, prompt removal, cleanup and off-site disposal of Hazardous Substances brought to or generated at the Big Stone Site by Contractor or any Subcontractor, including Hazardous Substances contained or packed in Equipment.  In this regard, Contractor shall comply, and shall cause its Subcontractors to comply, with all Applicable Law and the Hazardous Substances Management Plan.  Contractor shall have ownership of and title to all contaminated media created in performing its obligations under Section 19.1.1(ii) (except obligations set forth in Section 19.1.3 relating to Hazardous Materials delivered to Owners for disposal) and this Section 19.1.2, and shall have sole responsibility in responding to such conditions including complying with reporting obligations, providing for access restrictions and warnings, manifesting and any other obligations under Applicable Law.

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Owners shall determine whether reporting is required under Applicable Law and shall initiate the reporting of conditions on the Job Site if required.  Unless Owners provide written authorization, Contractor acknowledges and agrees that it shall not report, or cause any other person to report, any information regarding environmental conditions to any Governmental Authority except as required by Applicable Law.  Contractor shall use its best efforts to afford Owners an opportunity to present all objections and defenses Owners or Contractor may have prior to the making of such report by Contractor.  Contractor retains its obligation to report to Owners any conditions requiring remediation, special handling or disposal requirements involving Contractor Hazardous Substances.  Contractor shall be responsible for emergency notification to Owners, in accordance with Section 4.17, as well as additional immediate and follow-up reporting with respect to any discharge or release of a Hazardous Substance into the environment at the Job Site or the Big Stone Site that occurs after the Effective Date arising out of performance of the Work by Contractor or its Subcontractors.

19.1.3      Hazardous Substances Identified by Contractor.  Contractor acknowledges that the process of performing the Work and integrating the Work into the Unit may require the identification and removal of asbestos, lead paint, and possibly other Hazardous Substances that will be disturbed by the Work from Unit structures.  Identification and removal of such Hazardous Substances will be the responsibility of Contractor, subject to the conditions set forth in this Section 19.1.3.

(i) Qualified Contractor personnel shall perform visual inspections of the Unit prior to commencing any Work.  Contractor shall identify each specific area where such Hazardous Substances (x) are, or may reasonably be present and would be disturbed by performance of the Work involved in integrating the Work into the Unit; and (y) that accordingly need to be removed.  Contractor shall then outline each specific area where remediation is expected to be required with brightly colored paint or other method approved by Owners.

(ii) After Contractor has performed the foregoing inspection and marking, Contractor shall engage a Subcontractor, reasonably acceptable to Owners, licensed to perform Hazardous Material abatement and remediation.  Contractor and Subcontractor shall jointly develop, plan, and estimate the cost and time to complete the subject abatement.  The plan and estimate shall be delivered to Owners for their acceptance. Upon such acceptance Owners shall issue a Change Order adjusting the Target Price for the required Hazardous Material abatement.  Upon receipt of Change Order, Contractor shall proceed with the abatement scope included in the Change Order.  Contractor shall cause to be deposited all Hazardous Materials removed into appropriate disposal containers provided by Contractor or its Subcontractor.  Owners shall, in coordination with Contractor, provide for the disposal of such Hazardous Materials.  Owners shall retain title to all such  Hazardous Materials.

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(iii) Contractor shall manage the progress of the abatement Work, and shall provide Owners with daily timesheets and updates as to the progress of the Work and whether the materials encountered are different than what was expected as the basis of previously submitted estimate, and subsequent approved Change Order.  If the materials are different than the materials used as the basis of the previously approved Change Order, Contractor, Subcontractor and Owners shall jointly develop a revised estimate to more accurately reflect the estimated final costs.  Upon receipt of revised estimate, Owners shall issue a new Change Order adjusting the Target Price.

(iv) Contractor’s plan and estimate in items (ii) & (iii) above shall include costs to maintain the Project Schedule as described in Article 6.

19.1.4      Labeling.  Contractor and its Subcontractors shall properly store, label and dispose of Hazardous Substances that either of them introduces to the Big Stone Site or creates during the performance of the Work.  Contractor and its Subcontractors shall train their respective employees in the safe usage and handling of Hazardous Substances, including any training that is required either by the Hazardous Substances Management Plan or Applicable Law.

ARTICLE 20

INDEMNIFICATION

20.1        Contractor’s Indemnity.

20.1.1      Indemnity.  To the fullest extent permitted by Applicable Law, Contractor shall indemnify, defend, and hold harmless Owners, Owners Engineer, and their respective successors, assigns, officers, directors, members, employees, agents, Affiliates, and representatives (collectively, the “Owners Indemnitee(s)”), from and against any and all claims, causes of action, proceedings, demands or suits (collectively, “Claims”) and any and all judgments, liabilities, losses, expenses, damages, fines or penalties, including court costs, reasonable attorneys’ fees and costs (whether incurred as the result of a third party claim or a claim to enforce any indemnity obligation of Contractor), and pre- and post-judgment interest (collectively “Liabilities”), to the extent arising from or in connection with: (i) Claims of third parties relating to performance by Contractor, its Subcontractors, agents, or anyone directly or indirectly employed by them or anyone for whose acts they may be responsible, of the Work or Contractor’s other obligations under this Agreement, except as excluded below, without regard to the legal theory underlying such Claims or Liabilities, including strict liability; (ii) Claims by any Governmental Authority arising from violations of Applicable Law and rectification of the causes of such violations, but limited to the extent such Claims hereunder relate to the performance by Contractor, its Subcontractors, agents or anyone directly or indirectly employed by them or anyone for whose acts they may be responsible, of the Work or Contractor’s other obligations under this Agreement; and (iii) Claims by any Governmental Authority for taxes that are the responsibility of Contractor or any of its Subcontractors or any of their respective agents or employees with respect to any payment for the Work made to or earned by Contractor or any of its Subcontractors or any of their respective agents or employees under this Agreement; provided, however, Contractor’s indemnity shall not apply to the extent any such Claims or Liabilities arise or result from the negligent or intentionally wrongful acts or omissions of Owners.  This indemnification, defense, and hold harmless obligation shall survive the termination or expiration of this Agreement until the expiration of the applicable statutes of limitation therefor.  In claims against any Owners Indemnitee under this Section 20.1 by an employee of Contractor, a Subcontractor, anyone employed by them or anyone for whose acts they may be liable, the indemnification obligation under this Section 20.1 is not limited by a limitation on the amount or type of damages, compensation or benefits payable by or for Contractor, a Subcontractor or any other above-referenced Person under compensation acts, disability benefit acts, or other employee benefit acts.  Notwithstanding the foregoing, Owners and Contractor agree that “Claims of third parties” identified in (i), above, shall not include any Claim for any consequential, special, incidental, punitive, exemplary or indirect damages, including, without limitation, lost revenue, lost profit, lost shop space, damage to reputation, and interest or finance charges that does not arise absent personal injury or death or property damage to such third party.  Further, the Contractor’s obligation under (i) shall be solely limited to the extent such damages arise directly from such personal injury, death, or property damage.

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20.1.2      Duty to Defend.  Contractor’s obligation to defend Owners is independent of and in addition to Contractor’s duty to indemnify and hold Owners harmless.  If any person asserts a Claim of a type described in Section 20.1.1 and alleges damages for which Owners could be held liable, then Contractor shall also have a duty to defend Owners, notwithstanding any allegation of contributory negligence of Owners.

20.2        Owners’ Indemnity.  To the fullest extent permitted by Applicable Law, subject to Section 1.4, Owners shall indemnify, defend, and hold harmless Contractor, its Affiliates and their respective officers, directors, employees, agents, and representatives (the “Contractor Indemnitee(s)”), from and against any and all Claims and Liabilities to the extent, arising from or in connection with Claims of third parties relating to the performance by Owners of their duties and obligations under this Agreement; provided, however, this indemnity shall not apply to the extent any such Claims or Liabilities arise or result from the negligent or intentionally wrongful acts or omissions of Contractor, its Subcontractors or any party for whom either may be liable.  This indemnification, defense, and hold harmless obligation shall survive the termination or expiration of this Agreement until the expiration of the applicable statutes of limitation therefor.  In claims against any Contractor Indemnitee under this Section 20.2 by an employee of Owners, anyone employed by it or anyone for whose acts it may be liable, the indemnification obligation under this Section 20.2 is not limited by a limitation on the amount or type of damages, compensation or benefits payable by or for Owners or any other above-referenced Person under compensation acts, disability benefit acts, or other employee benefit acts.

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20.3        Defense of Claims or Actions.

20.3.1      Notice.  If any Claim is made or brought by any third party with respect to which an Owners Indemnitee or a Contractor Indemnitee entitled to indemnity under any indemnification provision of this Agreement, (individually, an “Indemnified Party” and collectively, the “Indemnified Parties”) believes it is entitled to indemnification, the Indemnified Party shall give written notice of such Claim (a “Claim Notice”) and a copy of the Claim, process and any legal pleading with respect thereto (if and to the extent available to the Indemnified Party) to the Party that is required to provide indemnification under this Agreement (individually, an “Indemnifying Party” and collectively, the “Indemnifying Parties”) promptly, but in each case within ten (10) Days of being served or otherwise informed of such Claim, process or legal pleading.  Failure to give such notice in a timely manner will not diminish the indemnification obligations of the Indemnifying Parties under this Agreement except to the extent the failure or delay in giving such notice results in actual and material prejudice to the Indemnifying Party.  Any Party seeking indemnification hereunder shall deliver to the Party from which indemnification is sought a detailed description (including the nature of the Claim and the amount thereof) of each Claim.

20.3.2      Assumption of Defense.  The Indemnifying Parties shall assume the defense of any such Claim.  The Indemnifying Parties shall engage independent legal counsel of reputable standing selected by such Indemnifying Parties and reasonably acceptable to the Indemnified Parties, to assume the defense and may contest, pay, subject to Section 20.3.5, settle or compromise any such Claim on such terms and conditions as the Indemnifying Parties may determine.  The Indemnified Parties shall have the right to employ their own counsel, at their own expense; provided, however, if the Indemnified Parties have reasonably concluded and specifically notified the Indemnifying Parties that there may be specific defenses available to the Indemnified Parties which are different from or in conflict with those available to the Indemnifying Parties, then the Indemnified Parties will be entitled to retain independent counsel at the Indemnifying Party’s expense to assume the defense of the Indemnified Parties.

20.3.3      Independent Counsel.  If the Indemnifying Parties refuses or fails to assume the defense of such Claim, the Indemnified Parties may engage independent counsel of reputable standing selected by them to assume the defense and may contest, pay, settle or compromise any such Claim on such terms and conditions as the Indemnified Parties may determine; provided, however, that the Indemnified Parties shall not settle or compromise any Claim without the prior consent of the Indemnifying Parties if such Indemnifying Parties acknowledge in writing their liability for any Liabilities incurred or required to be paid in respect of such Claim and provide adequate assurances of their ability to satisfy any such Liabilities.

20.3.4      Cooperation.  The Indemnified Parties and the Indemnifying Parties shall cooperate in good faith in connection with any common defense.

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20.3.5           Settlement.  The Indemnifying Parties shall not, except with the consent of the Indemnified Parties, enter into any settlement or consent to entry of any judgment that: (i) does not include as an unconditional term thereof the giving by the Person or Persons asserting such Claim to all Indemnified Parties of an unconditional release from all liability with respect to such Claim; (ii) includes a statement as to an admission of fault, culpability or failure to act by or on behalf of any Indemnified Party; or (iii) imposes any conditions, future obligations or limitations on any of the Indemnified Parties; provided, however, that for settlements with any Governmental Authority, the consent of the Indemnified Parties shall not be unreasonably withheld or delayed and in making such determination, the Indemnified Party shall exercise its reasonable business judgment (without taking into account the indemnity afforded hereby) consistent with usual and customary settlement terms, conditions and practices for the applicable Governmental Authority.

20.4        Liens.  .  Contractor shall notify Owners of all substantial claims and promptly settle or pay any undisputed claims of any and all Subcontractors.  Other than as a result of the non-payment of any undisputed amounts owned to Contractor by Owners and due and payable hereunder, Contractor shall not directly or indirectly file, or create, or suffer to be filed, created, or exist and shall promptly discharge and bond over or obtain release for any actual or claimed stop notice, lien (statutory or otherwise), attachment, mortgage, pledge, hypothecation, assignment, deposit arrangement, encumbrance, charge, preference, priority or security agreement, Claim, judgment, levy, security interest or similar interests filed or arising in connection with the Work (“Liens”), including liens of its Subcontractors and others for whom Contractor is responsible, and shall indemnify, defend, and hold harmless Owners and their Affiliates (the “Lien Indemnitees”) from and against all costs, charges and expenses including attorneys’ fees and charges, and pre- and post-judgment interest that any Lien Indemnitee may incur resulting from or arising out of any such Liens.  Contractor’s obligations with respect to Liens covered by this Section 20.4 are subject to the following terms:

(i) the provisions of Section 20.3.1 shall apply as if the Lien Indemnitee is an Indemnified Party and Contractor is an Indemnifying Party thereunder;

(ii) Contractor is not liable for any additional expenses resulting from the appropriate Lien Indemnitee failing to reasonably cooperate in the defense of any such Liens at Contractor’s expense; and

(iii) Contractor has sole control of the defense and settlement of any such Liens; provided, that Contractor shall first promptly confirm in writing its obligation to indemnify, defend, and hold Lien Indemnitees harmless from and against all Liabilities with respect to such Lien.  Contractor shall promptly satisfy or otherwise discharge any such Liens filed against any Lien Indemnitee, the Work, or upon any Equipment or structures encompassed therein, or upon the premises upon which they are located.  If Contractor fails to promptly (but in no event later than thirty (30) Days after the filing or creation of same or such earlier time as may be necessary to prevent the imminent sale, foreclosure, or other title divestiture of any Lien Indemnitee’s property), bond over, satisfy or otherwise discharge such Liens, Owners may promptly notify Contractor in writing that it is taking any action to satisfy, defend, settle, or otherwise remove such Lien at Contractor’s expense, including attorneys’ fees and charges.  If Contractor fails to timely take the actions required pursuant to this Section 20.4 to protect Owners against Liens, then Owners shall have the right but not the obligation to: (x) deduct any such expenses from any payment due, or which may become due, to Contractor or (y) draw upon the Retainage therefor and/or (z) collect from Contractor any balance remaining.  Contractor shall have the right to contest any such Liens; provided, that it first provides to Owners (on behalf of the Lien Indemnitees) a bond to assure payment reasonably satisfactory to Owners, in the amount of such Liens.

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ARTICLE 21

INSURANCE

Contractor (and its Subcontractors) shall provide and maintain the insurance specified in Exhibit I in accordance with the terms and provisions thereof.  All required insurance shall protect the interests of Owners, Contractor, and any other Person identified by Owners.

ARTICLE 22

TITLE & RISK OF LOSS

22.1        Transfer of Title.  Transfer of title to the Work (or any portion thereof) will pass to Owners upon the earlier of shipment; incorporation into the Work or the Unit; upon payment of the amount properly due under an Application For Payment covering such Work; or identification of the items of Contractor Supplied Materials and Equipment with this Agreement to Owners, notwithstanding any amount retained and other amounts withheld by Owners in accordance with the terms of this Agreement.  The transfer of title does not relieve Contractor of its obligation to provide and pay for all transportation and storage in connection with the Work.  Contractor shall transfer title to Owners to the Work, including Contractor Supplied Materials and Equipment, free and clear of all Liens except for those Liens that have been created by Owners, provided Owners have paid Contractor in accordance with the Agreement.  Passage of title will not affect the allocation of risk of loss.  Title to Information (whether hard copy, electronic or other medium) shall pass to Owners on receipt.

22.2        Title Warranty.  Contractor warrants that upon passage of title of the Work in accordance with Section 22.1, Owners will have good and indefeasible title to such Work, not subject to any Lien or other defect in title, provided Owners have paid Contractor in accordance with the Agreement.  If any Work is replaced under Article 12 or 13, Owners’ title shall vest in the replacement Work upon the earliest of payment therefor, its delivery at the Job Site or incorporation into the Work or the Existing Facilities.  In the event of any nonconformity with this warranty, Contractor, at its own expense, upon written notice of such failure, shall indemnify and hold Owners harmless from the consequences of and defend the title to such Work and, if necessary, shall promptly replace such Work and any other affected portion of the Work, and such obligation shall survive the expiration, cancellation or termination of this Agreement.

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22.3        Risk of Loss.  Except as otherwise provided herein, care, custody and control of the Work and the risk of loss or damage to the Work then provided or installed will pass to Owners on the earlier of Substantial Completion or Early Operation, and Owners hereby release Contractor from bearing such risk with respect to such Work after such date.  With respect to Work performed or provided from and after the earlier of Substantial Completion or Early Operation, risk of loss shall pass to Owners on the earliest to occur of delivery, installation or completion.  Owners shall assume care, custody, and control of the Work and the risk of physical loss or damage thereto from and after such date, except as provided above.  Contractor shall replace, repair, or reconstruct the Work, including Contractor Supplied Materials and Equipment and Owners Provided Items from and after delivery to the Job Site, intended for the use of or necessary to the completion of the Work that is lost, damaged, or destroyed prior to transfer of care, custody, and control and risk of loss of the Work to Owners.  Contractor shall be responsible to assure safe delivery of all Contractor Supplied Materials and Equipment, and other items to the Job Site.

22.4        Contractor Tools.  Risk of loss or damage to the equipment, tools, and Construction Aids of Contractor, its employees or Subcontractors and their employees will at all times remain with Contractor, Subcontractors and their respective employees.  Contractor hereby releases Owners and will require its Subcontractors to release Owners from and against any liability for loss or damage in respect thereof.  If any casualty to such equipment, tools, or Construction Aids occurs, the loss as a consequence thereof will neither be the responsibility of Owners hereunder nor covered by insurance carried by Owners.  Owners will have no liability for any damage, theft, or loss of construction equipment brought to the Big Stone Site or the Job Site or used thereon by Contractor or Subcontractors, however arising.

ARTICLE 23

GOVERNING LAW AND DISPUTE RESOLUTION

23.1        Governing Law.  This Agreement is governed by, and construed in accordance with, the laws of the State of South Dakota, without reference to the conflict of laws rules thereof.

23.2        Resolution.  An authorized representative of a Party may submit a Dispute to a Senior Officer from each Party for resolution by mutual agreement between the Senior Officers.  Any agreed determination by the Senior Officers shall be final and binding upon the Parties.  However, if the Senior Officers do not arrive at a mutual decision as to the Dispute within thirty (30) Days (or such longer time as the Parties agree) after notice to each Party of the Dispute, each of the Parties hereby agrees that such Dispute shall be brought in the United States District Court for the District of South Dakota, located in Sioux Falls, South Dakota (and if such court does not have jurisdiction over a matter at controversy between the Parties, any state court located in Milbank, South Dakota).  Accordingly, each of the Parties hereby submits to the jurisdiction of the United States District Court for the District of South Dakota, located in Sioux Falls, South Dakota (and if such court does not have jurisdiction over a matter at controversy between the Parties, any state court located in Milbank, South Dakota) for purposes of all legal proceedings that may arise under this Agreement.  Each of the Parties irrevocably waives, to the fullest extent permitted by Applicable Law, any objection which it may have or hereafter have to the personal jurisdiction of such court or the laying of the venue of any such proceeding brought in such a court and any claim that any such proceeding brought in such a court has been brought in an inconvenient forum.  Each of the Parties to this Agreement hereby consents to process being served in any such proceeding by the mailing of a copy thereof by certified mail, postage prepaid, to its address specified in Section 25.4 (as it may be changed or provided herein).  EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHTS IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION OR ARISING OUT OF, UNDER, OR IN CONNECTION WITH, ANY OF THE TRANSACTION AGREEMENTS OR ANY OTHER DOCUMENTS ENTERED INTO IN CONNECTION THEREWITH, OR ANY COURSE OF CONDUCT, COURSE OF DEALING, STATEMENTS (WHETHER VERBAL OR WRITTEN), OF THE PARTIES THERETO..

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23.3        Continuation of Work.  Pending final resolution of any Dispute, Contractor shall proceed diligently with the performance of its duties and obligations under this Agreement, and Owners shall continue to make undisputed payments in accordance with such Agreement.

ARTICLE 24

TERMINATION

24.1        Termination for Convenience.

24.1.1      Termination.  Owners may terminate this Agreement without cause upon written notice to Contractor, specifying the date on which such termination is to be effective.  If this Agreement is so terminated, Contractor shall cease performance of the Work on the date specified in such notice.  Upon such termination, Contractor and its Subcontractors shall place no further subcontracts, including lease and rental agreements, or purchase orders, for Contractor Supplied Materials and Equipment, Consumables, facilities, or services, including craft labor.  Upon request by Owners, Contractor shall promptly provide Owners a listing of all subcontracts, including lease and rental agreements, and purchase orders, which pertain to the performance of the Work, and shall furnish Owners with complete copies thereof.  Contractor shall, at Owners’ request, preserve and protect the Contractor Supplied Materials and Equipment and Consumables purchased for or committed to the Work (whether completed or in progress and whether delivered to the Job Site or on order), the facilities on the Job Site, and Work in progress and completed Work (whether at the Job Site or at other locations), pending Owners’ instructions.  Contractor shall promptly make every reasonable effort to cancel associated subcontracts, lease and rental agreements, and purchase orders upon terms satisfactory to Owners, or Contractor shall take such other action with respect to same as may be directed by Owners.  If this Agreement is so terminated,  as its sole and exclusive remedy hereunder Contractor shall be entitled to an amount equal to: (a) the sum of (i) the Cost Reimbursable Portion incurred by Contractor and not previously paid to Contractor; plus (ii) the Fixed Portion earned as of the date of termination and not previously paid to Contractor; plus (iii)Contractor’s reasonable and documented demobilization costs and cancellation charges necessarily incurred by Contractor to terminate orders, subcontracts, and rental agreements to the extent they are not assumed by Owners pursuant to Section 24.1.2 and they were entered into for the performance of the performance of the Work; less: (b) the sum of (1) the cost to Owners of Contractor Supplied Materials and Equipment purchased for the Work and retained by Contractor, or, if any such Contractor Supplied Materials and Equipment is sold for salvage by Contractor, the salvage value of such Contractor Supplied Materials and Equipment received by Contractor; and (2) amounts properly withheld under this Agreement.  Contractor shall calculate and notify Owners of the amounts due pursuant to this Section 24.1, which amounts are subject to audit by Owners as provided in Section 25.9, as soon as reasonably practical, but in no event later than one hundred eighty (180) Days after the termination of the Agreement.  If the sum described in clause (b) of this Section 24.1.1 exceeds the sum described in clause (a) of this Section 24.1.1, then Contractor shall refund such excess to Owners within ten (10) Days of owners demand therefor.

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24.1.2      Assumption.  Notwithstanding anything to the contrary herein, Owners, in lieu of the payment of any cancellation charge pursuant to Section 24.1.1, may, upon request, assume all of Contractor’s obligations under any purchase order or other agreement with a Subcontractor.  Contractor, upon Owners’ request, shall promptly provide Owners with: (i) a copy of any purchase order or other agreement with a Subcontractor and (ii) an estoppel certificate stating all known unsatisfied Liabilities under any such purchase order or other agreement.  Thereafter, upon Owners’ request, Contractor shall assign all of its right, title and interest in any such purchase order or other agreement with a Subcontractor to Owners.  Such assignments shall be in form and substance satisfactory to, and at no additional cost to, Owners.  Such agreements shall be in full force and effect upon such assignment.  Contractor covenants that a provision substantially similar to this Section 24.1.2 shall be inserted in each such agreement with a Subcontractor to preserve the rights of Owners under this Section 24.1.2.

24.1.3      Mitigation.  If any cancellation payment is due to Contractor from Owners, Contractor shall use its reasonable best efforts to minimize the amount of such cancellation payment.

24.2        Termination by Owners for Cause.

24.2.1      Default by Contractor.  The occurrence of any one or more of the following, and, with respect to clauses (ii), (iv), (vi) or (vii), the continuation of the same for thirty (30) Days after Contractor’s receipt of written notice thereof from Owners, will constitute a default by Contractor under this Agreement (a “Contractor Default”); provided, that with respect to clauses (ii), (iv), (vi) or (vii), if such Contractor Default cannot reasonably be cured within such thirty (30) Day period, such cure period shall extend for a total of ninety (90) Days, so long as Contractor diligently pursues a cure throughout such period:

(i) Contractor experiences an Insolvency Event;

(ii) the material breach of any representation or warranty made by Contractor herein;

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(iii) Contractor attempts to assign, convey or transfer this Agreement or any interest or right herein without Owners’ prior written consent, except as otherwise permitted by this Agreement;

(iv) Contractor fails to materially observe or perform any other covenant, agreement, obligation, duty or provision of this Agreement;

(v) the interest of Contractor passes to any Person otherwise than as permitted herein;

(vi) Contractor fails to make prompt payment to Subcontractors of amounts due for labor, Contractor Supplied Materials and Equipment, Consumables, or Construction Aids, or disregards laws or ordinances or the lawful requirements of any competent authority or the instructions of Owners consistent with this Agreement;

(vii) Contractor fails, neglects, refuses or is unable at any time during the course of the Work, except in the event of an Excusable Event or event of Force Majeure, to provide ample Contractor Supplied Materials and Equipment, Consumables, or Construction Aids, or labor to perform Work in accordance with the Project Schedule or to provide a recovery plan to satisfaction of Owners;

(viii) Contractor fails to comply with Article 21 or the Payment and Performance Bonds, for any reason, ceases to be valid or enforceable in any way;

(ix) Contractor fails to achieve Mechanical Completion within ninety (90) Days of the Guaranteed Mechanical Completion Date;

(x) Contractor fails to achieve Substantial Completion within thirty (30) Days of the Guaranteed Substantial Completion Date; or

(xi) Contractor fails to achieve Final Completion within thirty (30) Days of the Guaranteed Final Completion Date.

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24.2.2      Owners’ Remedies.  Upon the occurrence of a Contractor Default, Owners may, without prejudice to any other right or remedy Owners may have under this Agreement: (i) terminate this Agreement; (ii) take possession of (a) the Job Site and of all Contractor Supplied Materials and Equipment and Consumables, (b) Construction Aids, tools and machinery on the Big Stone Site, and (c) Information; (iii) finish the Work by whatever method Owners may deem expedient; and (iv) draw on the Retainage or withhold amounts due to Contractor to make payments for the actual costs therefor.  If the unpaid balance of the Target Price exceeds the cost of finishing the Work, then Contractor will be paid for (i) the Cost Reimbursable Portion incurred and not previously paid plus (ii) the Fixed Portion earned as of the date of termination but not previously paid (such sums in clauses (i) and (ii) the “Unpaid Amount”).  However, if the cost of finishing the Work (including the cost of arranging for completion of the Work and performing such Work on an accelerated basis to preserve as nearly as possible adherence to the Project Schedule) and performing Contractor’s other obligations under this Agreement exceeds the unpaid balance of the Target Price, then (i) if the Unpaid Amount exceeds Contractor’s share of the excess of the Total Cost over the Target Price, such share determined pursuant to Section 8.5, Contractor shall be paid the difference between the Unpaid Amount and such share of such excess, or (ii) if the Unpaid Amount is less than Contractor’s share of the excess of the Total Cost over the Target Price, such share determined pursuant to Section 8.5, Contractor shall immediately pay to Owners the difference between Contractor’s share of such excess and the Unpaid Amount.  Owners will be entitled to withhold further payments to Contractor until the Work has been completed and a determination that Contractor is entitled to further payments.  Any amounts not paid hereunder when due will bear interest at the Agreed Rate.  Owners may in their discretion employ such other Persons to finish the Work by whatever method or means as Owners in their sole discretion may deem reasonably expeditious; provided, that the balance of Work and obligations will be completed utilizing reasonable methods of construction management and construction consistent with the Project Schedule, as adjusted.  If this Agreement is terminated pursuant to this Section 24.2.2 and is later determined that no Contractor Default had occurred, such termination shall be deemed to be a termination pursuant to Section 24.1.1.

24.3        Termination by Contractor for Cause.

24.3.1      Default by Owners.  The occurrence of any one of more of the following matters, and, with respect to clauses (ii) or (iii), the continuation of the same for thirty (30) Days after Owners’ receipt of written notice thereof from Contractor, will constitute a default by Owners under this Agreement (an “Owners Default”); provided that with respect to clauses (ii) or (iii), if such Owners Default cannot reasonably be cured within such thirty (30) Day period, such cure period shall extend for a total of ninety (90) Days, so long as Owners diligently pursue a cure throughout such period:

(i) Owners experience an Insolvency Event.

(ii) the breach of any material representation or warranty made by Owners herein;

(iii) Owners fail to make payment to Contractor of any undisputed amount when due which failure continues for thirty (30) days after written notice from Contractor of such non-payment.

24.3.2      Contractor’s Remedies.  Upon the occurrence of an Owners Default, but subject to Section 23.2, Contractor may suspend its performance of the Work (for a maximum of fifteen (15) Days in the aggregate) or terminate this Agreement.  If this Agreement is so terminated by Contractor for an Owners Default, Contractor, as its sole and exclusive remedy hereunder, shall be entitled to receive an amount calculated in accordance with Section 24.1.1.

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24.4        Suspension of the Work.  Owners may, without cause, order Contractor to suspend the Work or extend the Project Schedule in whole or in part for such period of time as Owners may determine.  Any such suspension or extension will commence as soon as reasonably possible, but no later than the second (2nd) Day after Contractor’s receipt of written notice thereof from Owners.  Such suspension or extension shall continue for the period specified in Owners’ notice to Contractor.  Contractor will resume any suspended Work within three (3) Days of Owners’ written notice directing the same.  Without limiting Owners’ rights under Section 24.1, should a suspension of the entire Work which is ordered by Owners pursuant to this Section 24.4 (but excluding any suspension caused by a Force Majeure) continue for three hundred sixty (360) or more consecutive Days, either Party may thereafter terminate this Agreement by written notice to the other Party and the rights and remedies of Contractor will be the same as those which are expressed in Section 24.1.1 hereof in the event of termination for convenience by Owners.  In the case of any suspension of the entire Work under this Section 24.4, except to the extent an acceleration of the Work is authorized by Owners (such acceleration being subject to a Contractor Change Notice as applicable), the Project Schedule will be extended by a period equal to the suspension period, and adjusted by Owners, in consultation with Contractor, to account for same.  In the case of any suspension or extension of a portion of the Work under this Section 24.4, the Project Schedule shall be extended only to the extent the suspension or extension can be shown on the Project Schedule to affect the critical path. This will be based on the most current Project Schedule in effect on the Day of suspension and take into account the critical path for completing the entire Work and the non-critical path activities suspended or extended.  Owners shall pay Contractor in accordance with the terms of payment set forth in this Agreement for the Work completed prior to the time of any suspension and for the direct reasonable costs that result from Contractor’s compliance with the suspension notice, including reasonable costs of demobilization, remobilization and standby costs, if applicable.  Owners shall pay Contractor the direct reasonable costs associated with the restart of suspended Work under this Section 24.4 and shall resume payments to Contractor in accordance with the terms of payment under this Agreement thirty (30) Days after the restart of the Work and such amounts shall not be charged against the Target Price.  It is a precondition to all claims by Contractor for extension or compensation under this Section 24.4, that the same be made within thirty (30) Days after the suspension period has ended, or said claim is barred.

ARTICLE 25

MISCELLANEOUS PROVISIONS

25.1        Entire Agreement.  This Agreement represents the entire agreement between Owners and Contractor with respect to the subject matter hereof, and upon issuance of the Agreement by Owners shall supersede all prior negotiations, binding documents, representations or agreements, whether written or oral.  This Agreement may be amended or modified only by a written instrument signed by both Owners and Contractor.

25.2        Successors and Assigns.  Contractor may not assign, convey, or transfer this Agreement, or any part thereof, without Owners’ prior written consent.  This Agreement is binding upon, and inures to the benefit of, the successors and permitted assigns of the Parties.  Owners may assign, novate or declare any trust of the whole of any part of this Agreement and any benefit, interest, right or cause of action arising under this Agreement to an Affiliate or to a third party with comparable technical and financial abilities.

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25.3        Contractual Relationship.  Nothing contained in this Agreement may be construed as creating a contractual relationship of any kind: (i) between Owners and any Subcontractor (except as provided in Section 3.6 and Section 13.4 hereof) or (ii) between any Persons other than Owners and Contractor.  Contractor is an independent contractor and all of its agents and employees shall be subject solely to the control, supervision, and authority of Contractor.  Owners and Contractor disclaim any intention to create a partnership or joint venture.  Contractor may not act for or have any power or authority assume any obligation or responsibility on behalf of Owners.

25.4        Notices.  All notices pertaining to this Agreement must be in writing, signed by a duly authorized representative of the Party giving such notice and will be deemed given when received by personal delivery, recognized express courier, or electronic mail (immediately followed by recognized express courier) to the other Party at the address designated below:

If to Owners:

Otter Tail Power Company

000 X. Xxxxxxx Xx.

Xxxxxx Xxxxx, XX 00000

Attn:  Xxxx Xxxxxx, Project Director

Telephone:  000-000-0000

E-mail:  xxxxxxx@xxxxx.xxx

and

Big Stone AQCS Project

000 X. Xxxxxxx Xx.

Xxxxxx Xxxxx, XX 00000

Attn:  Xxxx Xxxxxx, Sourcing Analyst

Telephone:  000-000-0000

E-mail:  xxxxxxx@xxxxx.xxx

If to Contractor:

Graycor Industrial Constructors Inc.

0 Xxx Xxxxxxx Xx, Xxxxx 000

Xxxxxxxx Xxxxxxx, XX 00000

Attn: Xxxx Xxxxxxxxxxx, President

Telephone:  000.000.0000

E-mail:  xxxx_xxxxxxxxxxx@xxxxxxx.xxx

and

Graycor Industrial Constructors Inc.

0 Xxx Xxxxxxx Xx, Xxxxx 000

Xxxxxxxx Xxxxxxx, XX 00000

Attn: Xxx Xxxxx, Senior Vice President

Telephone:  000.000.0000

E-mail:  xxx_xxxxx@xxxxxxx.xxx

Addresses may be changed by a Party effective upon receipt of notice of such address change.

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25.5        Rights Cumulative.  Except as otherwise expressly provided or limited in this Agreement: (i) rights and remedies available to Owners or Contractor as set forth in this Agreement are cumulative with and in addition to, and not in limitation of, any other rights or remedies available to such Parties at law or in equity and (ii) any specific right or remedy conferred upon or reserved to Owners or Contractor in any provision of this Agreement will not preclude the concurrent or consecutive exercise of a right or remedy provided for in any other provision hereof.  Notwithstanding the foregoing, the rights and remedies of Owners remain subject to the liability limitations set forth in Section 7.11.

25.6        Incorporation by Reference.  The recitals set forth on the first page of this Agreement are hereby incorporated into this Agreement by this reference and expressly made a part of this Agreement.

25.7        No Waiver.  No course of dealing or failure of Owners or Contractor to enforce strictly any term, right or condition of this Agreement may be construed as a waiver of such term, right or condition.  No express waiver of any term, right or condition of this Agreement will operate as a waiver of any other term, right or condition.

25.8        Agreed Rate.  Unpaid amounts will bear interest at an annual (365 or 366 Days, as appropriate) rate equal to the lesser of: (i) two percent (2%) in excess of the Prime Rate and (ii) the maximum rate permitted by Applicable Law (the “Agreed Rate”).

25.9        Audit.

25.9.1      Access to Records.  Contractor (and its Subcontractors as applicable) shall maintain: (i) the Estimate; (ii) complete and accurate financial books and records to allow compliance with Sections 8.6, Section 20.4, or which relate to any cost-based (i.e., Work not covered by lump-sum prices), components of the Work billed under this Agreement or relating to the quantity of units billed under any unit pricing agreed to by the Parties and amounts in respect of a payment made pursuant to Section 24.1; and (iii) complete and accurate books and records relating to Contractor’s obligations with respect Hazardous Substances, health and safety, environmental management, emergency response, testing and inspection of Contractor Supplied Materials and Equipment, quality control (including non-conformance reports), NERC Requirements, and the requirements of Section 25.20 (all the foregoing hereinafter referred to as “Records”) for a minimum of five (5) years following Final Completion.  All such Records must be open to inspection and subject to audit and reproduction during normal working hours by Owners or their respective authorized representatives to the extent necessary to adequately permit evaluation and verification of any invoices, payments, time sheets, or claims based on Contractor’s actual costs incurred in the performance or delivery of Work under this Agreement.  For the purpose of evaluating or verifying such actual or claimed costs, Owners and their respective authorized representatives will have access to Records at any time, including any time after final payment by Owners to Contractor pursuant to this Agreement.  Owners and their respective authorized representatives shall have access, during normal working hours, to all necessary Contractor facilities.  Contractor shall provide adequate and appropriate work space to conduct audits pursuant to this Section 25.9.1.  Owners shall give Contractor reasonable notice of the date and time they, any individual Owner or any agent of either of them intend to commence any audit.  If the audit should disclose an overbilling, Contractor will pay Owners’ invoice rectifying such overbilling within thirty (30) Days of receipt.  The rights of Owners set forth in this Section 25.9.1 shall survive the termination or expiration of this Agreement.

- 96 -

25.9.2      Unit Prices.  When Contractor’s invoice includes compensation for Work performed on unit price basis, Contractor shall submit Contractor’s determination of units of Work performed determined in accordance with the provisions of this Agreement, and substantiated by applicable Records.  Upon verification by Owners of such Records, Owners will advise Contractor in writing of either Owners’ acceptance of Contractor’s determination of units or Owners’ determination of such units.  If Contractor believes that Owners have incorrectly determined the units of Work performed, Contractor will comply with the provisions of Article 23.  All undisputed amounts will be due and payable in accordance with this Agreement.

25.9.3      Time and Materials.  When Contractor’s Application for Payment includes compensation for Work performed on a time and material basis or similar basis of compensation, Contractor shall submit to Owners a detailed breakdown in a form reasonably acceptable to Owners of the costs of labor, Contractor Supplied Materials and Equipment, Consumables, Construction Aids, and markups or fees (if any) due for such month to Contractor.  All costs reflected in such breakdown shall be net of applicable credits.  The term “Applicable Credits” means any and all refunds, rebates, credits, discounts, or similar amounts (including any interest thereon) received by Contractor or to which Contractor is or will be entitled in connection with its performance of the Work.  Contractor shall pay, and require each of its Subcontractors to pay, all invoices received in connection with performance of the Work as required by the terms of their respective contracts. Upon receipt of such breakdown, Owners shall make the determination of the amount due Contractor, and unit prices (if applicable) shall govern.  The determination of Owners shall be final and conclusive, subject to Contractor’s right to dispute such determination pursuant to Article 23.  Each invoice shall be accompanied with partial releases of Liens in form substantially in the form of Exhibit F-5.

25.9.4      Audit Limits.  Owners’ right to audit under this Section 25.9 does not include the right to audit the make-up or components of any agreed multipliers, rates, xxxx-ups, or fixed percentages, but does include the right to audit the application of such multipliers, rates, xxxx-ups, or fixed percentages.  In connection with Work priced on a lump-sum basis, Contractor’s published price lists, unit rates, markups and multipliers which have been agreed upon and specified herein are not subject to audit; provided, however, the determination of costs for all purposes under this Agreement shall be on an open-book basis.

- 97 -

25.10     Survival.  Articles 7, 13, 16, 17, 18, 19, 20, 21 (and Exhibit I), 23 and 25 and Sections 4.38, 8.12.2, and 22.2 of this Agreement and all other Articles and Sections thereunder providing for indemnification, or limitation of or protection against liability of either Party, survives the termination, cancellation or expiration of this Agreement.

25.11     No Third Party Beneficiaries.  The provisions of this Agreement are intended for the sole benefit of Owners and Contractor and, except to the extent specifically identified herein, there are no third party beneficiaries other than assignees contemplated by the terms herein.

25.12     Non-Recourse.  Anything to the contrary notwithstanding, the obligations of Owners under this Agreement (i) are individual and special obligations of Owners and do not constitute obligations of (and no recourse shall be had with respect thereto to) any shareholder of Owners, any of their Affiliates, or any shareholder, partner, member, officer, director, commissioner or employee of any such Person and (ii) no action shall be brought or maintained against any such partner, Affiliate companies, or any shareholder, partner, member, officer, director, commissioner or employee of any thereof.  The Parties acknowledge and agree that any provision of this Agreement that limits, excludes or protects against any liability of Owners, grants indemnity or confers rights or remedies that are intended to benefit (and be enforceable by) Owners, shall be applicable to Owners whether or not Owners are specifically referenced in such provision.

25.13     Contractor’s Security.  Owners’ obligation to make any payment to Contractor hereunder is subject to the receipt of the Payment and Performance Bonds.  Prior to, or simultaneous with, the issuance by Owners of the Notice to Proceed, Contractor shall deliver to Owners an assurance of completion in the form of separate performance and payment bonds, each with a penal sum equal to the Target Price, in form and substance acceptable to Owners (the “Payment and Performance Bonds”).  The Payment and Performance Bonds must be obtained from guaranty or surety companies acceptable to the U.S. Government and authorized to do business in the State of South Dakota.  Individual sureties will not be considered. U .S. Treasury Circular Number 570, published annually in the Federal Register, lists companies approved to act as sureties on bonds securing United States government contracts, the maximum underwriting limits on each contract bonded, and the States in which the company is licensed to do business. Use of companies listed in this circular is mandatory. Copies of the circular may be downloaded on the U.S. Department of Treasury website xxxx://xxx.xxx.xxxxx.xxx/x000/xxxxx.xxxx, or ordered for a minimum fee by contacting the Government Printing Office at (000) 000-0000.

25.14     Provisions Required by Law.  Any term or condition required to be contained in this Agreement as a matter of Applicable Law that is not so contained herein is deemed to be incorporated in this Agreement as though originally set forth herein.

25.15     Severability.  If any provision of this Agreement, or the application thereof to any Person or circumstance, is to any extent held invalid or unenforceable by a court of competent jurisdiction or pursuant to arbitration as provided herein, the remainder of this Agreement, and the application of such provision to Persons or circumstances other than those as to which it is specifically held invalid or unenforceable, will not be affected thereby, and each and every remaining provision of this Agreement will be valid and binding to the fullest extent permitted by Applicable Law; provided, however, the Parties agree to negotiate in good faith and shall reform this Agreement to as closely as possible resemble the original intent and allocation of risks and benefits.

- 98 -

25.16     Joint Effort.  Preparation of this Agreement has been a joint effort of the Parties and the resulting document (or any portion) is not to be construed more severely against one of the Parties than against the other.

25.17     Counterparts.  This Agreement may be executed in two (2) or more counterparts, each of which is deemed to be an original, but all of which together shall constitute one and the same instrument.

25.18     Approvals Not To Relieve Contractor.  No approval, consent or failure to disapprove, inspect or failure to inspect, or comment on, any matter by or the submission of any drawing or document to, or acquiescence on the part of, Owners, including any Turnover Acknowledgment, will relieve Contractor of any liability for any of its obligations under this Agreement or otherwise.

25.19     Consultants.  At their option, Owners may retain the services of others, including engineers and financial consultants, to assist Owners in monitoring the conduct of the Work by Contractor.  All rights of access and protection, including Contractor’s obligation to indemnify, defend and hold harmless Owners, will be afforded equally to any of their agents and consultants.

25.20     Equal Employment Opportunity.  To the extent applicable, Contractor shall comply with all of the following provisions, which are incorporated herein by reference: (i) Equal Opportunity regulations set forth in 41 CFR § 60-1.4(a) and (c), prohibiting employment discrimination against any employee or applicant because of race, color, religion, sex, or national origin; (ii) Vietnam Era Veterans Readjustment Assistance Act regulations set forth in 41 CFR § 60-250.4 relating to the employment and advancement of disabled veterans and Vietnam era veterans; (iii) Rehabilitation Act regulations set forth in 41 CFR §60-741.4 relating to the employment and advancement of qualified disabled employees and applicants for employment; (iv) the clause known as “Utilization of Small Business Concerns and Small Business Concerns Owned and Controlled by Socially and Economically Disadvantaged Individuals” set forth in 15 USC § 637(d)(3); and (v) the subcontracting plan requirement set forth in 15 USC § 637(d).

- 99 -

IN WITNESS WHEREOF the Parties have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date.

	OTTER TAIL POWER COMPANY, as agent for NORTHWESTERN CORPORATION D/B/A/ NORTHWESTERN ENERGY; MONTANA- DAKOTA UTILITIES CO., A DIVISION OF MDU RESOURCES GROUP, INC. ; and OTTER TAIL POWER COMPANY
	By:	/s/ Xxxxxxx XxxXxxxxxx
	Title:	President
	GRAYCOR INDUSTRIAL CONSTRUCTORS INC.
	By:	/s/ Xxxx Xxxxxxxxxxx
	Title:	President

- 1 -

Exhibit A

[Reserved]

Otter Tail Power Company

Big Stone Plant Unit 1

Exhibit B

Specification

***

[* 1631 pages omitted]

Otter Tail Power Company

Big Stone Plant Unit 1

Exhibit C

Initial Target Price & Contractor’s Unit Rates

Otter Tail Power Company

Big Stone Plant Unit 1

		Exhibit B
		Specification B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PROPOSAL PRICING	Project No. 12715 003

	NAME OF CONTRACTOR:	Graycor Industrial Constructors Inc.
	CONTACT NAME:	Xxxxx Xxxxxxxx
	CONTACT TELEPHONE/EMAIL:	000-000-0000
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
1)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.
2)	Bidder is required to provide information in shaded cells only.
	PART A.(1)  FIXED COST SUMMARY
		EQUIPMENT	MATERIAL	LABOR
	PRICING CATEGORY	COSTS	COSTS	COSTS	TOTAL COSTS	MAN-HOURS
		(A1)	(A2)	(A3)	(A1 + A2 + A3)
A1	Corporate Overhead & Profit2			[**]	[**]		Add. 1
A2	Project Staff			[**]	[**]	149,592	Add. 1
A3	Reproduction Expenses		[**]		[**]	N/A	Add. 1
A4	Data & Telecommunication		[**]		[**]	N/A	Add. 1
A5	Corporate & Site Computer Systems		[**]		[**]	N/A	Add. 1
A6	Site Logistics	[**]		[**]	[**]	N/A	Add. 1
A7	Construction Equipment & Rentals	[**]			[**]	N/A	Add. 1
	(PART A) TOTAL FIRM PRICE USD $$	[**]	[**]	[**]	[**]	149,592	Add. 1

NOTES:

1. Items A1 and A2 require manhour column input by Bidder.

2. Includes Coporate Overhead and Profit for Graycor and their Subcontractors.

3. Includes 3 Soil Borings for Crane Pad locations. One boring per location.

4. Includes escalation and applicable per diem.

5. Includes all supervision, inclusive of Subcontractor personnel, from general xxxxxxx and above.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Pricing Summary - 1 of 186

		Exhibit B
		Specification B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PROPOSAL PRICING	Project No. 12715 003

	NAME OF CONTRACTOR:	Graycor Industrial Constructors Inc.
	CONTACT NAME:	Xxxxx Xxxxxxxx
	CONTACT TELEPHONE/EMAIL:	000-000-0000
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
1)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.
2)	Bidder is required to provide information in shaded cells only.

	PART B.  TARGET PRICING SUMMARY - COST REIMBURSABLE PORTION (1)
		EQUIPMENT	MATERIAL	LABOR
	PRICING CATEGORY	COSTS	COSTS	COSTS	TOTAL COSTS	COMPOSITE
		(B1)	(B2)	(B3)	(B1 + B2 + B3)	MAN-HOURS	Add. 1
B1	SECTION 01 - START-UP AND COMMISSIONING SUPPORT		[**]	[**]	[**]	14,600	Add. 1
B2	SECTION 02 - CIVIL, STRUCTURAL, AND ARCHITECTURAL		[**]	[**]	[**]	499,270	Add. 1
B3	SECTION 03 - MECHANICAL		[**]	[**]	[**]	80,063	Add. 1
B4	SECTION 04 - ELECTRICAL		[**]	[**]	[**]	79,901	Add. 1
B5	SECTION 05 - INSTRUMENTATION & CONTROL		[**]	[**]	[**]	3,957	Add. 1
B6	SECTION 06 - ALLIED SUPPLIED EQUIPMENT		[**]	[**]	[**]	241,167	Add. 1
	(B) TOTAL TARGET PRICE USD $$	[**]	[**]	[**]	[**]	TOTAL MAN-HOURS	Add. 1
	NOTES:					918958
	1. Part B pricing shall include all construction means and methods, and technical specification/contract requirements to perform the Work including but not limited to associated small tools and supplies, consumables, labor, perdiems, subsistence, scaffolding and access materials/labor, temporary supplies/materials, etc.
	2. Includes escalation and applicable per diem.
	3. Includes sales taxes for Contractor's consumables.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Pricing Summary - 2 of 186

		Exhibit B
		Specification B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PROPOSAL PRICING	Project No. 12715 003

	NAME OF CONTRACTOR:	Graycor Industrial Constructors Inc.
	CONTACT NAME:	Xxxxx Xxxxxxxx
	CONTACT TELEPHONE/EMAIL:	000-000-0000
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
1)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.
2)	Bidder is required to provide information in shaded cells only.

	PART C. OTHERS COSTS OF BIDDER NOT IDENTIFIED ABOVE
		EQUIPMENT	MATERIAL	LABOR
	PRICING CATEGORY	COSTS	COSTS	COSTS	TOTAL COSTS	COMPOSITE
		(C1)	(C2)	(C3)	(C1 + C2 + C3)	MAN-HOURS	Add. 1
	(Bidder to complete for additional items)
	Subcontractors & Support Services - not included in Part A or B
C1	above.			[**]	[**]		Add. 1
C2	Bonds			[**]	[**]		Add. 1
C3	Insurance			[**]	[**]		Add. 1
C4	Permits				[**]		Add. 1
C5	Sales Tax on Consumables			[**]	[**]		Add. 1
C6	Contractor Excise Tax				[**]		Add. 1
C7	Exhibit B, Section 236216, Article 108.1 Extended Warranty			[**]	[**]		Add. 1
C8
C9
C10
C11
C12
C13
	(C) TOTAL PRICE USD $$	[**]	[**]	[**]	[**]	TOTAL MAN-HOURS
	NOTES:					0	Add. 1
	1.  Provide part C cost information back-up necessary to describe scope of item and associated detail showing basis of estimate in proposal.
	2.  Subcontractors & Support Services pricing listed in Part C shall be those with value less than $500,000.

		EQUIPMENT	MATERIAL	LABOR
		COSTS	COSTS	COSTS	TOTAL COSTS
	GRAND TOTAL COSTS (A + B + C)	[**]	[**]	[**]	[**]	TOTAL MAN-HOURS
						1,068,550	Add. 1

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Pricing Summary - 3 of 186

		Exhibit B
		Specification B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PROPOSAL PRICING	Project No. 12715 003

	NAME OF CONTRACTOR:	Graycor Industrial Constructors Inc.
	CONTACT NAME:	Xxxxx Xxxxxxxx
	CONTACT TELEPHONE/EMAIL:	000-000-0000
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
1)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.
2)	Bidder is required to provide information in shaded cells only.

	PART D. OPTIONS (Not Used)
		EQUIPMENT	MATERIAL	LABOR
	PRICING CATEGORY	COSTS	COSTS	COSTS	TOTAL COSTS	COMPOSITE
		(D1)	(D2)	(D3)	(D1 + D2 + D3)	MAN-HOURS*	Add. 1
	(Bidder to complete for additional items)
1							Add. 1
2							Add. 1
3							Add. 1
4							Add. 1
5					$                      -		Add. 1
6					$                      -		Add. 1
7					$                      -		Add. 1
8					$                      -		Add. 1
	(D) TOTAL OPTIONS PRICE USD $$	$0	$0	$0	$                      -	TOTAL MAN-HOURS	Add. 1
						0	Add. 1

Pricing Summary - 4 of 186

		Exhibit B
		Spec. B-7808
		Issue: Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PROPOSAL PRICING	Project No. 12715 003

	NAME OF SELLER:	Graycor Industrial Constructors Inc.
	CONTACT NAME:	Xxxxx Xxxxxxxx
	CONTACT TELEPHONE/EMAIL:	000-000-0000
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
1)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.
2)	Bidder is required to provide information in shaded cells only.

SECTION 01 - START-UP AND COMMISSIONING SUPPORT					UNIT PRICE (1)		TARGET PRICE
							Material
ITEM NO.	DESCRIPTION	MATERIAL	MATERIAL	LABOR	Material Cost	Labor Rate	Cost	Labor Cost	Total Cost
		QUANTITY	UNITS	MANHOURS	($ USD/Unit)	($ USD/MH)	($ USD)	($ USD)	($ USD)
1.0	Start-up and Commissioning Support Labor	N/A	N/A	14,600	[**]		[**]	[**]	[**]
1.1	Millwrights	N/A	N/A	2,000	[**]	[**]	[**]	[**]	[**]
1.2	Pipefitters	N/A	N/A	3,600	[**]	[**]	[**]	[**]	[**]
1.3	Boilermakers	N/A	N/A	1,000	[**]	[**]	[**]	[**]	[**]
1.4	Electricians	N/A	N/A	6,000	[**]	[**]	[**]	[**]	[**]
1.5	Carpenters	N/A	N/A	1,000	[**]	[**]	[**]	[**]	[**]
1.6	Laborers	N/A	N/A	1,000	[**]	[**]	[**]	[**]	[**]
GRAND TOTAL PRICE FOR START-UP AND COMMISSIONING SUPPORT
	NOTES:
	1. Labor rates shall include those items identified Exhibit R Craft Labor Rates.
	2. Labor rates shall include all construction means and methods, and technical specification/contract requirements to perform the Work including but not limited to associated small tools and supplies, consumables, labor, perdiems, subsistance, scaffolding and access materials/labor, temporary supplies/materials, etc.

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Xxxxxxx 0 - Xxxxxxxxxxxxx

0 xx 000

		XXXXXXX X
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

CIVIL WORK

9465

[**]

[**]

[**]

1.

CIVIL SITE WORK

9465

[**]

[**]

[**]

1.1

Earthwork (Note 3)

C-0072 thru C-0083

2976

[**]

[**]

[**]

1.1.1

Clearing, Grubbing, Topsoil Removal & Stockpiling

6

ac

150.00

[**]

[**]

[**]

[**]

[**]

S

1.1.2

Cut & Fill for Rough Grading

394

[**]

[**]

[**]

1.1.2.1

Excavation & Stockpiling of Suitable Material

2,000

cy

63.00

[**]

[**]

[**]

[**]

[**]

S

1.1.2.2

Onsite Disposal of Unsuitable Material

2,000

cy

81.00

[**]

[**]

[**]

[**]

[**]

S

1.1.2.3

Fill & Compaction Using the Stockpile of Suitable Material or Borrowed Material

2,000

cy

150.00

[**]

[**]

[**]

[**]

[**]

S

1.1.2.4

Borrowed Material

2,000

cy

100.00

[**]

[**]

[**]

[**]

[**]

S

1.1.3

Excavation for all underground utilities (pricing includes excavation, disposal, protection, sheeting, shoring, dewatering, etc.)

C-0052, C-0054, M-0320, E-1410, E-1411, E-1413

52,000

cy

556.00

[**]

[**]

[**]

[**]

[**]

S

1.1.4

Backfill and Compaction for all underground utilities

C-0052, C-0054, M-0320, E-1410, E-1411, E-1413

52,000

cy

1,048.00

[**]

[**]

[**]

[**]

[**]

S

1.1.5

Bedding material for piping and duct banks

C-0052, C-0054, M-0320, E-1410, E-1411, E-1413

3,000

cy

225.00

[**]

[**]

[**]

[**]

[**]

S

1.1.6

Subsurface Investigation to Locate Underground Utilities in the Vicinity of Construction

603

[**]

[**]

[**]

Hydro or Vacuum Excavation

800

cy

512.50

[**]

[**]

[**]

[**]

[**]

S

Disposal of Excavated Material at Owners Approved Location

800

cy

40.00

[**]

[**]

[**]

[**]

[**]

S

Backfill using Granular Material and Compaction

800

cy

50.00

[**]

[**]

[**]

[**]

[**]

S

1.1.7

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.2

Erosion Protection (Note 3)

C-0046 thru C-0050

665

[**]

[**]

[**]

1.2.1

Furnish and install of silt fence with line posts

5,800

lf

24.00

[**]

[**]

[**]

[**]

[**]

S

1.2.2

Furnish and install of straw xxxxx with anchorage rods

75

each

8.00

[**]

[**]

[**]

[**]

[**]

S

1.2.3

Furnish and install of storm water structure inlet protection

40

each

13.00

[**]

[**]

[**]

[**]

[**]

S

1.2.4

Onsite Construction Area and Offsite Road Dust Control (Watering & Sprinkling)

1

LS

600.00

[**]

[**]

[**]

[**]

[**]

S

1.2.5

Maintenance of erosion control measures

1

LS

10.00

[**]

[**]

[**]

[**]

[**]

S

1.2.6

Removal of All Erosion Control Measures at the Completion of Construction

1

LS

10.00

[**]

[**]

[**]

[**]

[**]

S

1.2.7

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.3

Storm Sewer System

270

[**]

[**]

[**]

1.3.1

CHDPE Pipe (pricing includes supply and installation of pipe, fittings such as elbows, T's, reducers, mating hardware, etc., and testing; See Sections 1.1.3 and 1.1.4 for excavation, backfill, and compaction) (Note 3)

C-0052 thru C-0054, C-0061, C-0081

111

[**]

[**]

[**]

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

6 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

1.3.1.1

12" diameter pipe

500

lf

20.00

[**]

[**]

[**]

[**]

[**]

S

1.3.1.2

18" diameter pipe

1,200

lf

48.00

[**]

[**]

[**]

[**]

[**]

S

1.3.1.4

24' diameter pipe

200

lf

8.00

[**]

[**]

[**]

[**]

[**]

S

1.3.1.5

30" diameter pipe

400

lf

20.00

[**]

[**]

[**]

[**]

[**]

S

1.3.1.6

36" diameter pipe

300

lf

15.00

[**]

[**]

[**]

[**]

[**]

S

1.3.1.7

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.3.2

Precast Concrete Sewer Manhole (with cast iron frame and cover) (price includes supply and installation of manhole, lid, etc. See Sections 1.1.3 and 1.1.4 for excavation, backfill, and compaction) (Note 3)

C-0052, C-0061, C-0082

79

[**]

[**]

[**]

1.3.2.1

48" inside diameter

20

each

40.00

[**]

[**]

[**]

[**]

[**]

S

1.3.2.2

60" inside diameter

10

each

20.00

[**]

[**]

[**]

[**]

[**]

S

1.3.2.3

72" inside diameter

5

each

15.00

[**]

[**]

[**]

[**]

[**]

S

1.3.2.4

84" inside diameter

1

each

4.00

[**]

[**]

[**]

[**]

[**]

S

1.3.2.5

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.3.3

Precast Concrete Catch Basin (with cast iron frame and grated cover) (pricing includes supply and installation of catch basin, lid, etc. See Sections 1.1.3 and 1.1.4 for excavation, backfill, and compaction) (Note 3)

C-0052, C-0061, C-0082

15

[**]

[**]

[**]

1.3.3.1

36" x 36" inside dimensions

10

each

15.00

[**]

[**]

[**]

[**]

[**]

S

1.3.3.2

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.3.4

Culverts (pricing includes supply and installation of culverts, including excavation, backfill, compaction, flared end sections, riprap protection, etc.) (Note 3)

C-0072 thru C-0083

26

[**]

[**]

[**]

1.3.4.1

CHDPE Culverts

20

[**]

[**]

[**]

1.3.4.1.1

18" diameter

200

lf

7.00

[**]

[**]

[**]

[**]

[**]

S

1.3.4.1.2

24" diameter

300

lf

9.00

[**]

[**]

[**]

[**]

[**]

S

1.3.4.1.3

36" diameter

100

lf

3.50

[**]

[**]

[**]

[**]

[**]

S

1.3.4.2

CHDPE Culvert Flared End Sections

7

[**]

[**]

[**]

1.3.4.2.1

18" diameter

6

ea

3.00

[**]

[**]

[**]

[**]

[**]

S

1.3.4.2.2

24" diameter

4

ea

2.50

[**]

[**]

[**]

[**]

[**]

S

1.3.4.2.3

36" diameter

2

ea

1.00

[**]

[**]

[**]

[**]

[**]

S

1.3.4.2.4

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.3.5

Riprap Lining (Note 3)

C-0072 thru C-0083

9

[**]

[**]

[**]

1.3.5.1

12" Thick Riprap, D50 = 6"

300

sy

6.00

[**]

[**]

[**]

[**]

[**]

S

1.3.5.2

18" Thick Riprap, D50 = 12"

100

sy

2.00

[**]

[**]

[**]

[**]

[**]

S

1.3.5.3

8 oz. / sq. yd Geotextile

120

sy

0.50

[**]

[**]

[**]

[**]

[**]

S

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

7 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

1.3.5.4

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.3.6

Cast in Place Concrete Drainage Trenches (pricing includes formwork, concrete, reinforcement, embedded materials and cast iron  frame and cover) (See Sections 1.1.3 and 1.1.4 for excavation, backfill, and compaction) (Note 3)

C-0052, C-0082

30

[**]

[**]

[**]

1.3.6.1

1'-6" Wide X 2' (Average) Deep Trench per Detail C-0082-04

700

lf

30.00

[**]

[**]

[**]

[**]

[**]

S

1.3.6.2

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.4

Roadwork and Surfacing

4946

[**]

[**]

[**]

Add. 1

1.4.1

Plant Area Roads (pricing includes excavation, subgrade preparation, backfill, and supply and installation of road components such as base, subbase, geotextile, asphalt pavement, and shoulders) (Note 3)

C-0072 thru C-0083

1000

[**]

[**]

[**]

1.4.1.1

24' Wide Road per Detail C-0081-01

2500

lf

1,000.00

[**]

[**]

[**]

[**]

[**]

S

1.4.1.2

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.4.2

Haul Road - Plant Area & Existing Final Surfacing (pricing includes repair, maintain and final surface paving) (Note 3)

C-0072 thru C-0083

2435

[**]

[**]

[**]

Add. 1

1.4.2.1

30' Wide Road per Details C-0081-07

4500

lf

1,900.00

[**]

[**]

[**]

[**]

[**]

S

Add. 1

1.4.2.2

30' Wide Road per Details C-0081-08

1300

lf

535.00

[**]

[**]

[**]

[**]

[**]

S

Add. 1

1.4.2.3

Additional Items as Required by Contractor (list):

Add. 1

a.

Bidder to make entries here as necessary (Note 3)

1.4.3

Crushed Rock Area Surfacing (pricing includes supply and installation of road components) (Note 3)

C-0072 thru C-0083

295

[**]

[**]

[**]

1.4.3.1

8" Thick Crushed Stone Base Course

5000

cy

175.00

[**]

[**]

[**]

[**]

[**]

S

1.4.3.2

8 oz / sy Geotextile

24000

sy

60.00

[**]

[**]

[**]

[**]

[**]

S

1.4.3.3

Subgrade Preparation (minimum 12" depth)

22000

sy

60.00

[**]

[**]

[**]

[**]

[**]

S

1.4.3.4

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.4.4

Concrete Area Surfacing (pricing includes supply and installation of road components) (Note 3)

C-0072 thru C-0083

77

[**]

[**]

[**]

1.4.4.1

8" Thick Concrete Surfacing, w/Welded Wire Fabric

100

sy

76.00

[**]

[**]

[**]

[**]

[**]

S

Add. 1

1.4.4.2

Subgrade Preparation (minimum 12" depth) (replace with mud mat quantity in "cy" and provide manhour and unit prices if contractor elects to use mud mat in lieu of subgrade preparation)

100

sy

1.00

[**]

[**]

[**]

[**]

[**]

S

Add. 1

1.4.4.3

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.4.5

Grass Seeding (pricing includes supply, installation and watering & maintenance ) (Note 3)

C-0072 thru C-0083

59

[**]

[**]

[**]

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

8 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

1.4.5.1

4" Thick Topsoil

1000

cy

24.00

[**]

[**]

[**]

[**]

[**]

S

1.4.5.2

Grass Seeding, Fertilizer & Mulch

3000

sy

35.00

[**]

[**]

[**]

[**]

[**]

S

1.4.5.3

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.4.6

Miscellaneous Roadwork and Surfacing Items (pricing includes supply and installation of the following items) (Note 3)

C-0072 thru C-0083

1080

[**]

[**]

[**]

1.4.6.1

Steel Pipe Guard Post (includes painting and filling with concrete)

50

each

280.00

[**]

[**]

[**]

[**]

[**]

S

1.4.6.2

Steal Beam Guard Rail (including post)

4000

lf

800.00

[**]

[**]

[**]

[**]

[**]

S

1.4.6.3

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.5

Surface Drainage Ditches

278

[**]

[**]

[**]

1.5.1

Permanent Seeded Ditches (price includes supply and installation of materials) (Note 3)

C-0072 thru C-0083

64

[**]

[**]

[**]

1.5.1.1

Excavation (includes compaction)

2000

cy

9.00

[**]

[**]

[**]

[**]

[**]

S

1.5.1.2

4" Thick Topsoil

1,000

sy

20.00

[**]

[**]

[**]

[**]

[**]

S

1.5.1.3

Grass Seeding, Fertilizer & Mulch, and Watering & Maintenance

4,000

sy

20.00

[**]

[**]

[**]

[**]

[**]

S

1.5.1.4

Jute Mat Netting

4,000

sy

15.00

[**]

[**]

[**]

[**]

[**]

S

1.5.2

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.5.2

Crushed Stone Ditches (price includes, supply, installation of materials) (Note 3)

C-0072 thru C-0083

214

[**]

[**]

[**]

1.5.2.1

Excavation (includes compaction)

12,000

cy

50.00

[**]

[**]

[**]

[**]

[**]

S

1.5.2.2

6" Thick Crushed Stone Surfacing

2,500

cy

150.00

[**]

[**]

[**]

[**]

[**]

S

1.5.2.3

8 oz / sy Geotextile

7000

sy

14.00

[**]

[**]

[**]

[**]

[**]

S

1.5.2.4

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.6

Traffic Signage

C-0083

0

[**]

[**]

[**]

1.6.1

Traffic Signs (Note 3)

0

[**]

[**]

[**]

1.6.1.1

Signs including post, installation

15

each

0.00

[**]

[**]

[**]

[**]

[**]

S

1.6.1.2

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.7

Fencing and Gates

0

[**]

[**]

[**]

1.7.1

Fencing (pricing includes supply and installation of fencing and associated work such as excavation, concreting, backfilling, etc.) (Note 3)

0

[**]

[**]

[**]

1.7.1.1

7 ft High Chain Link Fence (with 3 barbed wires) (Total Height 8.0')

200

lf

0.00

[**]

[**]

[**]

[**]

[**]

S

1.7.1.2

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

9 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

1.7.2

Gates (pricing includes supply and installation of gates including security systems such as intercoms, key pads, monitors, and cameras, etc.) (Note 3)

[**]

[**]

[**]

[**]

1.7.2.1

12 ft wide swing gates

1

each

[**]

[**]

[**]

[**]

S

1.7.2.2

15 ft wide swing gates

1

each

[**]

[**]

[**]

[**]

S

1.7.2.3

4' Wide Mangates

1

each

[**]

[**]

[**]

[**]

S

1.7.2.4

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

1.8

Rerouted Fly Ash Precast Trench (Note 3)

[**]

[**]

[**]

[**]

Add. 1

1.8.1

Precast HS-20 rated trench with minimum 2' x 2' inside dimension

Later

500

lf

[**]

[**]

[**]

[**]

[**]

[**]

S

Add. 1

1.8.2

Granular trench bedding material

Later

100

cy

[**]

[**]

[**]

[**]

[**]

[**]

S

Add. 1

1.8.3

Earthwork - Cut

Later

150

cy

[**]

[**]

[**]

[**]

[**]

[**]

S

Add. 1

1.8.4

Earthwork - Fill

Later

200

cy

[**]

[**]

[**]

[**]

[**]

[**]

S

Add. 1

1.8.5

8" diameter CHDPE temporary drain pipe

Later

150

lf

[**]

[**]

[**]

[**]

[**]

[**]

S

Add. 1

1.8.6

Additional Items as Required by Contractor (list):

Add. 1

Bidder to make entries here as necessary (Note 3)

Add. 1

1.9

Pavement Demolition (Note 3)

[**]

[**]

[**]

[**]

Add. 1

(pricing includes demolition and disposal of existing pavement)

Add. 1

1.9.1

Sawcut and removal of existing concrete pavement

Later

1200

sy

[**]

[**]

[**]

[**]

[**]

[**]

S

Add. 1

1.9.2

Additional Items as Required by Contractor (list):

Add. 1

a.

Bidder to make entries here as necessary (Note 3)

Add. 1

STRUCTURAL WORK

[**]

[**]

[**]

[**]

2.

UNDERGROUND STRUCTURES

[**]

[**]

[**]

[**]

2.1

Pile Load Tests and Installation of 18" Diameter Auger Cast Production Piles

[**]

[**]

[**]

[**]

Add. 1

2.1.1

Mobilization and Demobilization of Piling Rigs & Crew (Note 3)

[**]

[**]

[**]

[**]

2.1.1.1

Mobilization and Demobilization of Piling Rig & Crew for Low Headroom Piles

N/A

1

each

[**]

[**]

[**]

[**]

[**]

[**]

S

2.1.1.2

Mobilization and Demobilization of Piling Rig & Crew for Unrestricted Piles

N/A

1

each

[**]

[**]

[**]

[**]

[**]

[**]

S

2.1.1.3

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

10 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

2.1.2

Pile Load Tests (Pricing includes supply and installation of 80ft and 94 ft deep auger cast test piles and reaction piles with required reinforcement, testing frames and apparatus, disposal of augered soil, spoils, etc. Steel reinforcement shall include uncoated longitudinal bars and ties in accordance with ASTM A615.) (Note 3)

1093

[**]

[**]

[**]

2.1.2.1

ASTM D1143 Compression Test for 18" Diameter x 80' Deep Low Headroom Pile

N/A

1

LS

241.00

[**]

[**]

[**]

[**]

[**]

S

2.1.2.2

ASTM D1143 Compression Test for 18" Diameter x 94' Deep Low Headroom Pile (To Be Performed As Directed by the Owner)

2.1.2.2.1

18" Diameter x 94' Deep Low Headroom Pile - Installation Only

N/A

1

LS

210.00

[**]

[**]

[**]

[**]

[**]

S

2.1.2.2.2

ASTM D1143 Compression Test for 18" Diameter x 94' Deep Low Headroom Pile (To Be Performed As Directed by the Owner)

N/A

1

LS

45.00

[**]

[**]

[**]

[**]

[**]

S

2.1.2.3

ASTM D3689 Tension Test for 18" Diameter x 80' Deep Low Headroom Pile

N/A

1

LS

164.00

[**]

[**]

[**]

[**]

[**]

S

2.1.2.4

ASTM D3966 Lateral Test for 18" Diameter x 80' Deep Low Headroom Pile

N/A

1

LS

96.00

[**]

[**]

[**]

[**]

[**]

S

2.1.2.5

ASTM D4945 Dynamic Test for 18" Diameter x 80' Deep Low Headroom Pile

N/A

1

LS

120.00

[**]

[**]

[**]

[**]

[**]

S

2.1.2.6

ASTM D4945 Dynamic Test for 1 Percent of Production Piles

N/A

1

LS

217.00

[**]

[**]

[**]

[**]

[**]

S

Add. 1

2.1.2.7

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

2.1.3

Production Piles (Pricing includes supply and installation of 80ft deep auger cast piles with 1/4 ton of steel reinforcement per pile, disposal of augered soils, etc. Steel reinforcement shall include uncoated longitudinal bars and ties in accordance with ASTM A615. Pile quantities include compression and tension piles) (Note 3)

277

each

3945

[**]

[**]

[**]

Total pile quantity is summation of items 2.1.3.1 thru 2.1.3.5 only

2.1.3.1

Selective Catalytic Reducer Support Tower Foundations

138

each

2485

[**]

[**]

[**]

Add. 1

2.1.3.1.1

North Tower Foundations (80' Deep - No Headroom Restrictions)

S-0107

29

each

280.00

[**]

[**]

[**]

[**]

[**]

S

Add. 1

2.1.3.1.2

Center Tower Foundation (80' Deep - Low Headroom Restrictions)

S-0107

57

each

1,209.00

[**]

[**]

[**]

[**]

[**]

S

2.1.3.1.3

Center Tower Foundation (94' Deep - Low Headroom Restrictions)

S-0107

27

each

755.00

[**]

[**]

[**]

[**]

[**]

S

2.1.3.1.4

South Tower Foundations (80' Deep - No Headroom Restrictions)

S-0107

25

each

241.00

[**]

[**]

[**]

[**]

[**]

S

Add. 1

2.1.3.2

Disposal/Pebble Lime Silo Enclosure Foundation (80' Deep - No Headroom Restrictions)

S-0110

91

each

997.00

[**]

[**]

[**]

[**]

[**]

S

2.1.3.3

Baghouse to ID Fan Support Steel Foundations

S-0215, S-0216

48

each

463.00

[**]

[**]

[**]

[**]

[**]

S

2.1.3.4

Addl Cost for Tension Piles (one 80' Deep, 1.25 inch diameter ASTM A772 deformed center bar):

S-0107

150

each

0.00

[**]

[**]

[**]

[**]

[**]

S

2.1.3.5

Addl Cost for Tension Piles (One 94' Deep, 1.25 inch diameter ASTM A772 deformed center bar):

S-0107

30

each

0.00

[**]

[**]

[**]

[**]

[**]

S

2.1.3.6

Price Adjustment for 1ft of Production Pile

0

ft

0.00

[**]

[**]

[**]

[**]

[**]

S

2.1.3.7

Price Adjustment for 1ft of Low Head Room Pile

0

ft

0.00

[**]

[**]

[**]

[**]

[**]

S

2.1.3.8

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

2.2

Concrete Foundations

30225

[**]

[**]

[**]

Provide shop drawings, mud mats (if GWC prefers), reinforcing steel, reinforcing steel chairs, concrete, embedded anchors, embedded plates, water stops, pre-molded joint filler, grout, etc. All concrete shall have 4,500 psi compressive strength at 28 days unless noted.

2.2.1

Excavation (Note 3)

22150

cy

550

[**]

[**]

[**]

2.2.1.1

SCR Support Tower Foundations

2200

cy

75

[**]

[**]

[**]

Add. 1

2.2.1.1.1

Xxxxx Xxxxx

X-0000, X-0000

700

cy

20.00

[**]

[**]

[**]

[**]

[**]

S

2.2.1.1.2

Center Tower

S-0121, S-0123

900

cy

40.00

[**]

[**]

[**]

[**]

[**]

S

2.2.1.1.3

Xxxxx Xxxxx

X-0000, X-0000

600

cy

15.00

[**]

[**]

[**]

[**]

[**]

S

2.2.1.2

Circulating Fluid Bed Absorber/Pulse Jet Bag House Foundation

S-0185

9500

cy

200.00

[**]

[**]

[**]

[**]

[**]

S

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

11 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

2.2.1.3

Disposal/Pebble Lime Silo Enclosure Foundation

S-0175

1100

cy

30.00

[**]

[**]

[**]

[**]

[**]

S

2.2.1.4

Induced Draft Fan Foundation

S-0202 & S-0203

1800

cy

40.00

[**]

[**]

[**]

[**]

[**]

S

2.2.1.5

Baghouse to Chimney Ductwork Support Steel Foundations

S-0215 & S-0216

5500

cy

150.00

[**]

[**]

[**]

[**]

[**]

S

2.2.1.6

Ammonia Storage Tank and Truck Unloading Foundation

S-0160

1250

cy

30.00

[**]

[**]

[**]

[**]

[**]

S

Add. 1

2.2.1.7

Misc Cable Tray and Piping Support Foundations

300

cy

10.00

[**]

[**]

[**]

[**]

[**]

S

2.2.1.8

Misc Foundations

500

cy

15.00

[**]

[**]

[**]

[**]

[**]

S

2.2.1.9

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

2.2.2

Concrete (Pricing includes mud mats (if GWC prefers), formwork, placement, finishing, curing, etc.) (Note 3)

12950

cy

15900

[**]

[**]

[**]

2.2.2.1

SCR Support Tower Foundations

1000

cy

1111

[**]

[**]

[**]

Add. 1

2.2.2.1.1

Xxxxx Xxxxx

X-0000, X-0000

200

cy

285.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.2.1.2

Center Tower

S-0121, S-0123

600

cy

541.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.2.1.3

Xxxxx Xxxxx

X-0000, X-0000

200

cy

285.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.2.2

Circulating Fluid Bed Absorber/Pulse Jet Bag House Foundation

S-0185, S-0187, S-0194 & S- 0195

8000

cy

6,408.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.2.3

Disposal/Pebble Lime Silo Enclosure Foundation

S-0175 & S-0176

1000

cy

1,195.00

[**]

[**]

[**]

[**]

[**]

B / S

Add. 1

2.2.2.4

Induced Draft Fan Foundation

S-0202 & S-0203

1000

cy

1,952.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.2.5

Baghouse to Chimney Ductwork Support Steel Foundations

S-0215 & S-0216

550

cy

1,279.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.2.6

Ammonia Storage Tank and Truck Unloading Foundation

S-0160

700

cy

1,521.00

[**]

[**]

[**]

[**]

[**]

B / S

Add. 1

2.2.2.7

Misc Cable Tray and Piping Support Foundations

200

cy

965.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.2.8

AQCS Electrical Equipment Room Concrete Slab

S-0566

100

cy

207.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.2.9

Misc Foundations

400

cy

1,262.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.2.10

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

2.2.3

Reinforcing Steel  (Pricing includes supply and installation of deformed uncoated bars in accordance with ASTM A615, Grade 60 (U.N.) including reinforcement chairs. Reinforcement may include wwf or bar sizes ranging from #3 to #11) (Note 3)

1015

tons

6124

[**]

[**]

[**]

Add. 1

2.2.3.1

Selective Catalytic Reducer Support Tower Foundations

70

tons

408

[**]

[**]

[**]

2.2.3.1.1

North Tower

S-0123

15

tons

87.50

[**]

[**]

[**]

[**]

[**]

S

2.2.3.1.2

Center Tower (ASTM X000, XX 00)

X-0000

40

tons

233.00

[**]

[**]

[**]

[**]

[**]

S

2.2.3.1.3

Xxxxx Xxxxx

X-0000

15

tons

87.50

[**]

[**]

[**]

[**]

[**]

S

2.2.3.2

Circulating Fluid Bed Absorber/Pulse Jet Bag House Foundation

S-0185, S-0187, S-0194 & S- 0195

500

tons

3,083.00

[**]

[**]

[**]

[**]

[**]

S

2.2.3.3

Disposal/Pebble Lime Silo Enclosure Foundation

S-0175 & S-0176

120

tons

700.00

[**]

[**]

[**]

[**]

[**]

S

Add. 1

2.2.3.4

Induced Draft Fan Foundation

S-0203

150

tons

875.00

[**]

[**]

[**]

[**]

[**]

S

2.2.3.5

Baghouse to Chimney Ductwork Support Steel Foundations

S-0215 & S-0216

40

tons

233.00

[**]

[**]

[**]

[**]

[**]

S

2.2.3.6

Ammonia Storage Tank and Truck Unloading Foundation

S-0160

65

tons

416.50

[**]

[**]

[**]

[**]

[**]

S

Add. 1

2.2.3.7

Misc Cable Tray and Piping Support Foundations

10

tons

58.00

[**]

[**]

[**]

[**]

[**]

S

2.2.3.8

AQCS Electrical Equipment Room Concrete Slab

S-0566

10

tons

58.00

[**]

[**]

[**]

[**]

[**]

S

2.2.3.9

Misc Foundations

50

tons

292.00

[**]

[**]

[**]

[**]

[**]

S

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch
12 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

2.2.3.10

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

2.2.4

Backfill and Compaction (Note 3)

11750

cy

570

[**]

[**]

[**]

2.2.4.1

Selective Catalytic Reducer Support Tower Foundations

1250

cy

60

[**]

[**]

[**]

2.2.4.1.1

Xxxxx Xxxxx

X-0000, X-0000

500

cy

20.00

[**]

[**]

[**]

[**]

[**]

S

2.2.4.1.2

Center Tower

S-0121, S-0123

300

cy

15.00

[**]

[**]

[**]

[**]

[**]

S

2.2.4.1.3

Xxxxx Xxxxx

X-0000, X-0000

450

cy

25.00

[**]

[**]

[**]

[**]

[**]

S

2.2.4.2

Circulating Fluid Bed Absorber/Pulse Jet Bag House Foundation

S-0185

3000

cy

100.00

[**]

[**]

[**]

[**]

[**]

S

2.2.4.3

Disposal/Pebble Lime Silo Enclosure Foundation

S-0175

400

cy

20.00

[**]

[**]

[**]

[**]

[**]

S

2.2.4.4

Induced Draft Fan Foundation

S-0202, S-0203

1500

cy

75.00

[**]

[**]

[**]

[**]

[**]

S

2.2.4.5

Baghouse to Chimney Ductwork Support Steel Foundations

S-0215, S-0216

4500

cy

200.00

[**]

[**]

[**]

[**]

[**]

S

2.2.4.6

Ammonia Storage Tank and Truck Unloading Foundation

S-0160

500

cy

30.00

[**]

[**]

[**]

[**]

[**]

S

Add. 1

2.2.4.7

Misc Cable Tray and Piping Support Foundations

100

cy

25.00

[**]

[**]

[**]

[**]

[**]

S

2.2.4.8

Misc Foundations

500

cy

60.00

[**]

[**]

[**]

[**]

[**]

S

2.2.4.9

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

2.2.5

Anchor Bolts (pricing includes supply and installation of anchor bolts with double nuts & washers complete in foundations, including templates, support frames, etc. Assume embedded length 12d U.N.O on drawings. Assume total length 12d + 12" U.N.O on drawings.) (Note 3)

1214

[**]

[**]

[**]

2.2.5.1

3/4" Diameter (ASTM F1554 Grade 36)

S-0176, S-0188

60

each

30.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.2

1" Diameter (ASTM F1554 Grade 36)

S-0176, S-0188

60

each

45.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.3

1 1/4" Diameter (ASTM F1554 Grade 36)

S-0188

120

each

120.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.4

1 1/2" Diameter (ASTM F1554 Grade 36)

140

each

175.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.5

2" Diameter (ASTM F1554 Grade 36)

S-0176, S-0188

160

each

240.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.6

2 1/2" Diameter (ASTM F1554 Grade 36)

S-0176, S-0188

40

each

80.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.7

2 3/4" Diameter (ASTM F1554 Grade 36)

S-0188

20

each

50.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.8

4" Diameter (ASTM F1554 Grade 36)

S-0188

20

each

80.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.9

1" Diameter (ASTM F1554 Grade 55 S1)

10

each

8.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.10

1 1/2" Diameter (ASTM F1554 Grade 55 S1)

10

each

13.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.11

2" Diameter (ASTM F1554 Grade 55 S1)

10

each

15.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.12

2 1/2" Diameter (ASTM F1554 Grade 55 S1)

10

each

20.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.13

1 1/2" Diameter (ASTM F1554 Grade 105)

10

each

13.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.14

2" Diameter (ASTM F1554 Grade 105)

50

each

75.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.15

2 1/2" Diameter (ASTM F1554 Grade 105)

50

each

100.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.16

2 3/4" Diameter (ASTM F1554 Grade 105)

60

each

150.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.5.17

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch
13 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

2.2.6

Embedments(pricing includes supply and installation of plates and angles with welding studs, checkered plate, etc.) (Note 3)

85

tons

2550

[**]

[**]

[**]

2.2.6.1

Selective Catalytic Reducer Support Tower Foundations

15

tons

450

[**]

[**]

[**]

2.2.6.1.1

North Tower

S-0123

5

tons

150.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.6.1.2

Center Tower

S-0123

5

tons

150.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.6.1.3

South Tower

S-0123

5

tons

150.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.6.2

Circulating Fluid Bed Absorber/Pulse Jet Bag House Foundation

S-0010, S-0185

20

tons

600.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.6.3

Disposal/Pebble Lime Silo Enclosure Foundation

S-0175

5

tons

150.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.6.4

Induced Draft Fan Foundation

S-0203

10

tons

300.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.6.5

Baghouse to Chimney Ductwork Support Steel Foundations

5

tons

150.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.6.6

Ammonia Storage Tank and Truck Unloading Foundation

S-0160

10

tons

300.00

[**]

[**]

[**]

[**]

[**]

B / S

Add. 1

2.2.6.7

Misc Cable Tray and Piping Support Foundations

5

tons

150.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.6.8

AQCS Electrical Equipment Room Concrete Slab

S-0566

5

tons

150.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.6.9

Misc Foundations

10

tons

300.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.6.10

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

2.2.7

Post-Installed Anchors (pricing includes supply and installation of post installed wedge and adhesive anchors with double nuts and washers complete in concrete. Assume embedded length 8d U.N.O. on drawings. Assume total length of 8d + 6" U.N.O. on drawings) (Note 3)

299

[**]

[**]

[**]

2.2.7.1

3/8" Diameter Hilti Kwik Bolt III Expansion Anchor or Equal

100

each

21.00

[**]

[**]

[**]

[**]

[**]

B

2.2.7.2

1/2" Diameter Hilti Kwik Bolt III Expansion Anchor or Equal

100

each

21.00

[**]

[**]

[**]

[**]

[**]

B

2.2.7.3

3/4" Diameter Hilti Kwik Bolt III Expansion Anchor or Equal

200

each

46.00

[**]

[**]

[**]

[**]

[**]

B

2.2.7.4

1" Diameter Hilti Kwik Bolt III Expansion Anchor or Equal

100

each

25.00

[**]

[**]

[**]

[**]

[**]

B

2.2.7.5

1/2" Diameter Hilti HAS Rod with Hilti HY 150 Max Adhesive or Equal

100

each

30.00

[**]

[**]

[**]

[**]

[**]

B

2.2.7.6

5/8" Diameter Hilti HAS Rod with Hilti HY 150 Max Adhesive or Equal

100

each

30.00

[**]

[**]

[**]

[**]

[**]

B

2.2.7.7

3/4" Diameter Hilti HAS Rod with Hilti HY 150 Max Adhesive or Equal

100

each

30.00

[**]

[**]

[**]

[**]

[**]

B

2.2.7.8

1" Diameter Hilti HAS Rod with Hilti HY 150 Max Adhesive or Equal

100

each

30.00

[**]

[**]

[**]

[**]

[**]

B

2.2.7.9

1 1/4" Diameter Hilti HAS Rod with Hilti HY 150 Max Adhesive or Equal

100

each

33.00

[**]

[**]

[**]

[**]

[**]

B

2.2.7.10

1 1/2" Diameter Hilti HAS Rod with Hilti HY 150 Max Adhesive or Equal

100

each

33.00

[**]

[**]

[**]

[**]

[**]

B

2.2.7.11

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

2.2.8

Miscellaneous Items (pricing includes supply and installation of miscellaneous items) (Note 3)

3018

[**]

[**]

[**]

2.2.8.1

Water Stop

793

[**]

[**]

[**]

2.2.8.1.1

PVC Water Stop

3000

lf

300.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.8.2

Vapor Barrier

S-0185, S-0175

50000

sf

333.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.8.3

Pre-Molded Joint Filler (1")

2000

sf

160.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.8.4

Grout Work

600

cf

2225

[**]

[**]

[**]

2.2.8.4.1

Column Base Plates

200

cf

625.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.8.4.2

Equipment Bases

400

cf

1,600.00

[**]

[**]

[**]

[**]

[**]

B / S

2.2.8.5

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch
14 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

2.3

Concrete Modification (Note 3)

130

cy

153

[**]

[**]

[**]

(pricing includes excavation, reinforcement, concrete, and backfill.)

2.3.1

Duct Support Column Row L.1 and M.4 Foundations

40

cy

46.00

[**]

[**]

[**]

[**]

[**]

B / S

2.3.2

UAT Transformer Foundation

20

cy

25.00

[**]

[**]

[**]

[**]

[**]

B / S

2.3.3

Breaching Duct Support Column Row X, Y, Z Foundations

20

cy

25.00

[**]

[**]

[**]

[**]

[**]

B / S

2.3.4

Miscellaneous Foundations

50

cy

57.00

[**]

[**]

[**]

[**]

[**]

B / S

2.3.5

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

2.4

Concrete Demolition (Note 3)

250

cy

835

[**]

[**]

[**]

(pricing includes demolition and disposal of reinforced concrete foundation and backfill after demolition.)

2.4.1

Duct Support Column Row L.1 and M.4 Foundations

S-0409

50

cy

143.00

[**]

[**]

[**]

[**]

[**]

B / S

2.4.2

Baghouse Transformer Foundation

50

cy

90.00

[**]

[**]

[**]

[**]

[**]

B / S

2.4.3

Jamestown Boiler Foundation

50

cy

211.00

[**]

[**]

[**]

[**]

[**]

B / S

2.4.4

Miscellaneous Foundations

100

cy

391.00

[**]

[**]

[**]

[**]

[**]

B / S

2.4.5

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.

SUPERSTRUCTURES

427712

[**]

[**]

[**]

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch
15 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

3.1

Erection of Steel Structures

3535

tons

[**]

[**]

[**]

[**]

Total structural steel tonnage is summation of items 3.1.1 thru 3.1.7 only. Structural Steel on issued for construction drawings quantified by Contractor at True-up shall be of similar make-up and work breakdown as identified in the following table: If make-up and work breakdown are significantly different, Contractor may have the opportunity to adjust unit rates in Exhibit C.

Provide erection of steel structure - beams, columns, girders, purlins, vertical bracings, horizontal bracings, girts, angles, trolley beams, base plates, stairs, ladders, swing gates, hand rails, guard plates, gratings, metal decks, etc. Erection includes but is not limited to member placement, connection components, bolts, welds, column splices, beam splices, touch-up painting, etc.

3.1.1

SCR Support Steel (Note 3)

2550

tons

[**]

[**]

[**]

[**]

3.1.1.1

W-Shaped Beams Weighing 29 plf or less

S-0453 thru S-0508

190

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.1.2

W-Shaped Beams Weighing Between 30 plf and 59 plf

S-0453 thru S-0508

260

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.1.3

W-Shaped Beams Weighing Between 60 plf and 99 plf

S-0453 thru S-0508

360

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.1.4

W-Shaped Beams Weighing Between 100 plf and 199 plf

S-0453 thru S-0508

230

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.1.5

W-Shaped Beams Weighing Between 200 plf and 249 plf

S-0453 thru S-0508

40

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.1.6

W-Shaped Beams Weighing Between 250 plf or more

S-0453 thru S-0508

40

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.1.7

W-Shaped Columns or Posts Weighing 29 plf or less

S-0452 thru S-0508

10

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.1.8

W-Shaped Columns or Posts Weighing Between 30 plf and 59 plf

S-0452 thru S-0508

60

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.1.9

W-Shaped Columns or Posts Weighing Between 60 plf and 99 plf

S-0452 thru S-0508

70

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.1.10

W-Shaped Columns or Posts Weighing Between 100 plf and 149 plf

S-0452 thru S-0508

40

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.1.11

W-Shaped Columns or Posts Weighing Between 150 plf and 199 plf

S-0452 thru S-0508

60

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch
16 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

3.1.1.12

W-Shaped Columns or Posts Weighing Between 200 plf and 249 plf

S-0450 thru S-0508

50

tons

420.51

[**]

[**]

[**]

[**]

[**]

B

3.1.1.13

W-Shaped Columns or Posts Weighing Between 250 plf and 425 plf

S-0450 thru S-0508

100

tons

841.02

[**]

[**]

[**]

[**]

[**]

B

3.1.1.14

W-Shaped Jumbo Columns or Posts Weighing Between 426 plf and 730 plf

S-0450 thru S-0508

230

tons

1,934.35

[**]

[**]

[**]

[**]

[**]

B

3.1.1.15

W-Shaped Vertical Bracing Weighing 29 plf or less

S-0450 thru S-0508

15

tons

126.15

[**]

[**]

[**]

[**]

[**]

B

3.1.1.16

W-Shaped Vertical Bracing Weighing Between 30 plf and 59 plf

S-0450 thru S-0508

120

tons

1,009.22

[**]

[**]

[**]

[**]

[**]

B

3.1.1.17

W-Shaped Vertical Bracing Weighing Between 60 plf and 99 plf

S-0450 thru S-0508

130

tons

1,093.33

[**]

[**]

[**]

[**]

[**]

B

3.1.1.18

W-Shaped Vertical Bracing Weighing Between 100 plf and 199 plf

S-0450 thru S-0508

130

tons

1,093.33

[**]

[**]

[**]

[**]

[**]

B

3.1.1.19

W-Shaped Vertical Bracing Weighing Between 200 plf or more

S-0450 thru S-0508

15

tons

126.15

[**]

[**]

[**]

[**]

[**]

B

3.1.1.20

W-Shaped Girts Weighing 29 plf or less

S-0450 thru S-0508

70

tons

588.71

[**]

[**]

[**]

[**]

[**]

B

3.1.1.21

W-Shaped Roof Purlins Weighing 29 plf or less

S-0450 thru S-0508

25

tons

210.25

[**]

[**]

[**]

[**]

[**]

B

3.1.1.22

W-Shaped Roof Purlins Weighing 30 plf or more

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.23

HSS Posts Weighing Less Than 30 plf

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.24

Single Angle Columns or Posts Weighing Less Than 25 plf

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.25

Single Angle Horizontal Bracing Weighing Less Than 25 plf

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.26

Single Angle Vertical Bracing Weighing

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.27

Single Angle Girts Weighing Less Than 25 plf

S-0450 thru S-0508

10

tons

84.10

[**]

[**]

[**]

[**]

[**]

B

3.1.1.28

Double Angle Columns or Posts Weighing Less Than 25 plf

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.29

Double Angle Horizontal Bracing Weighing Less Than 25 plf

S-0450 thru S-0508

100

tons

841.02

[**]

[**]

[**]

[**]

[**]

B

3.1.1.30

Double Angle Horizontal Bracing Weighing Between 25 plf and 49 plf

S-0450 thru S-0508

30

tons

252.31

[**]

[**]

[**]

[**]

[**]

B

3.1.1.31

Double Angle Horizontal Bracing Weighing Between 50 plf and 100 plf

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.32

Double Angle Vertical Bracing Weighing Less Than 25 plf

S-0450 thru S-0508

10

tons

84.10

[**]

[**]

[**]

[**]

[**]

B

3.1.1.33

Double Angle Vertical Bracing Weighing Between 25 plf and 49 plf

S-0450 thru S-0508

10

tons

84.10

[**]

[**]

[**]

[**]

[**]

B

3.1.1.34

Double Angle Vertical Bracing Weighing Between 50 plf and 100 plf

S-0450 thru S-0508

10

tons

84.10

[**]

[**]

[**]

[**]

[**]

B

3.1.1.35

Double Angle Vertical Bracing Weighing More Than 100 plf

S-0450 thru S-0508

20

tons

168.20

[**]

[**]

[**]

[**]

[**]

B

3.1.1.36

Channel Members Weighing Less Than 20 plf

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.37

Channel Members Weighing Between 20 plf and 39 plf

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.38

Channel Girts Weighing Less Than 20 plf

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.39

Channel Girts Weighing 20 plf or more

S-0450 thru S-0508

15

tons

126.15

[**]

[**]

[**]

[**]

[**]

B

3.1.1.40

S-Shapes Weighing Less Than 50 plf

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.41

S-Shapes Weighing More Than 50 plf

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.42

Base Plates 3.5” Thick (ASTM A36 w/50 ksi yield strength w/Shear Bars)

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.43

Base Plates 4” Thick (ASTM A36 w/50 ksi yield strength w/Shear Bars)

2778997.57

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.44

Base Plates 4.5” Thick (ASTM A36 w/50 ksi yield strength w/Shear Bars)

909916

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.45

Base Plates 5” Thick (ASTM A36 w/50 ksi yield strength w/Shear Bars)

6000000

S-0450 thru S-0508

5

tons

42.05

[**]

[**]

[**]

[**]

[**]

B

3.1.1.46

Base Plates 7.5” Thick (ASTM A36 w/50 ksi yield strength w/Shear Bars)

S-0450 thru S-0508

20

tons

168.20

[**]

[**]

[**]

[**]

[**]

B

3.1.1.47

Additional Items as Required by Contractor (list):

a.

Equipment Operators

1

lot

35,890

[**]

[**]

[**]

[**]

[**]

B

b.

Progress Clean

1

lot

22,943

[**]

[**]

[**]

[**]

[**]

B

c.

Scaffolding

1

lot

83,428

[**]

[**]

[**]

[**]

[**]

S

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

17 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

3.1.2

Boiler Building Modification Steel (Note 3)

150

tons

2400

[**]

[**]

[**]

S&L design drawings are not all  inclusive for the boiler building  modification steel. Additional  work, such as temporary duct  support steel on  column row L, is  included in the steel tonnage but  not currently shown on the design drawings.

3.1.2.1

W-Shaped Beams Weighing 29 plf or less

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.2

W-Shaped Beams Weighing Between 30 plf and 59 plf

S-0401 thru S-0408

10

tons

160.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.3

W-Shaped Beams Weighing Between 60 plf and 99 plf

S-0401 thru S-0408

10

tons

160.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.4

W-Shaped Columns and Posts Weighing 29 plf or less

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.5

W-Shaped Columns and Posts Weighing Between 30 plf and 59 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.6

W-Shaped Columns and Posts Weighing Between 60 plf and 99 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.7

W-Shaped Vertical Bracing Weighing 29 plf or less

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.8

W-Shaped Vertical Bracing Weighing Between 30 plf and 59 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.9

W-Shaped Vertical Bracing Weighing Between 60 plf and 99 plf

S-0401 thru S-0408

10

tons

160.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.10

W-Shaped Girts Weighing 29 plf or less

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.11

Single Angle Horizontal Bracing Weighing Less Than 25 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.12

Single Angle Vertical Bracing Weighing Less Than 25 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.13

Single Angle Girts Weighing Less Than 25 plf

S-0428

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.14

Double Angle Horizontal Bracing Weighing Less Than 25 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.15

Double Angle Vertical Bracing Weighing Less Than 25 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.16

Double Angle Vertical Bracing Weighing Between 25 plf and 49 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.17

Channel Members Weighing Less Than 20 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.18

Channel Members Weighing Between 20 plf and 39 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.19

Channel Girts Weighing Less Than 20 plf

S-0428

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.20

Channel Girts Weighing 20 plf or more

S-0428

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.21

WT-Shaped Beams Weighing 29 plf or less

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.22

WT-Shaped Beams Weighing Between 30 plf and 59 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.23

WT-Shaped Beams Weighing Between 60 plf and 99 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.24

WT-Shaped Beams Weighing Between 100 plf and 199 plf

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.25

Column and Beam Cover Plates

S-0401 thru S-0408

10

tons

160.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.26

Connection Reinforcement

S-0401 thru S-0408

5

tons

80.00

[**]

[**]

[**]

[**]

[**]

B

3.1.2.27

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.1.3

Ductwork Support Modification Steel (Rows L1 and M4) (Note 3)

90

tons

1215

[**]

[**]

[**]

3.1.3.1

W-Shaped Beams Weighing 29 plf or less

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.2

W-Shaped Beams Weighing Between 30 plf and 59 plf

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.3

W-Shaped Beams Weighing Between 60 plf and 99 plf

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

18 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

3.1.3.4

W-Shaped Columns and Posts Weighing 29 plf or less

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.5

W-Shaped Columns and Posts Weighing Between 30 plf and 59 plf

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.6

W-Shaped Columns and Posts Weighing Between 60 plf and 99 plf

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.7

W-Shaped Vertical Bracing Weighing 29 plf or less

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.8

W-Shaped Vertical Bracing Weighing Between 30 plf and 59 plf

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.9

W-Shaped Vertical Bracing Weighing Between 60 plf and 99 plf

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.10

Single Angle Horizontal Bracing Weighing Less Than 25 plf

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.11

Single Angle Vertical Bracing Weighing Less Than 25 plf

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.12

Double Angle Horizontal Bracing Weighing Less Than 25 plf

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.13

Double Angle Vertical Bracing Weighing Less Than 25 plf

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.14

Double Angle Vertical Bracing Weighing Between 25 plf and 49 plf

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.15

Base Plates 1” Thick (ASTM A36 w/50 ksi yield strength w/Shear Bars)

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.16

Base Plates 1 1/2” Thick (ASTM A36 w/50 ksi yield strength w/Shear Bars)

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.17

Column and Beam Cover Plates

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.18

Connection Reinforcement

S-0409

5

tons

67.50

[**]

[**]

[**]

[**]

[**]

B

3.1.3.19

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.1.4

Baghouse Electrical Equipment Room Steel & HVAC Support Steel (Note 3)

75

tons

428

[**]

[**]

[**]

3.1.4.1

W-Shaped Beams Weighing 29 plf or less

S-0566, S-0568

5

tons

28.53

[**]

[**]

[**]

[**]

[**]

B

3.1.4.2

W-Shaped Beams Weighing Between 30 plf and 59 plf

S-0566, S-0568

15

tons

85.60

[**]

[**]

[**]

[**]

[**]

B

3.1.4.3

W-Shaped Beams Weighing Between 60 plf and 99 plf

S-0566, S-0568

5

tons

28.53

[**]

[**]

[**]

[**]

[**]

B

3.1.4.4

W-Shaped Beams Weighing Between 100 plf or more

S-0566, S-0568

10

tons

57.07

[**]

[**]

[**]

[**]

[**]

B

3.1.4.5

W-Shaped Columns or Posts Weighing 49 plf or less

S-0566, S-0568

5

tons

28.53

[**]

[**]

[**]

[**]

[**]

B

3.1.4.6

W-Shaped Columns or Posts Weighing Between 50 plf and 99 plf

S-0566, S-0568

5

tons

28.53

[**]

[**]

[**]

[**]

[**]

B

3.1.4.7

Single Angle Horizontal Bracing Weighing Less Than 25 plf

S-0566, S-0568

5

tons

28.53

[**]

[**]

[**]

[**]

[**]

B

3.1.4.8

Double Angle Horizontal Bracing Weighing Less Than 25 plf

S-0566, S-0568

5

tons

28.53

[**]

[**]

[**]

[**]

[**]

B

3.1.4.9

Double Angle Vertical Bracing Weighing Less Than 25 plf

S-0566, S-0568

5

tons

28.53

[**]

[**]

[**]

[**]

[**]

B

3.1.4.10

Channel Members Weighing Between 20 plf and 39 plf

S-0566, S-0568

5

tons

28.53

[**]

[**]

[**]

[**]

[**]

B

3.1.4.11

Base Plates 1” Thick (ASTM A36 w/50 ksi yield strength w/Shear Bars)

N/A

5

tons

28.53

[**]

[**]

[**]

[**]

[**]

B

3.1.4.12

Base Plates 1 1/2” Thick (ASTM A36 w/50 ksi yield strength w/Shear Bars)

N/A

5

tons

28.53

[**]

[**]

[**]

[**]

[**]

B

3.1.4.13

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.1.5

Baghouse to Chimney Ductwork Support Steel (Note 3)

455

tons

5233

[**]

[**]

[**]

3.1.5.1

W-Shaped Beams Weighing 29 plf or less

S-0571 to S-0587

20

tons

230.02

[**]

[**]

[**]

[**]

[**]

B

3.1.5.2

W-Shaped Beams Weighing Between 30 plf and 59 plf

S-0571 to S-0587

20

tons

230.02

[**]

[**]

[**]

[**]

[**]

B

3.1.5.3

W-Shaped Beams Weighing Between 60 plf and 99 plf

S-0571 to S-0587

50

tons

575.05

[**]

[**]

[**]

[**]

[**]

B

3.1.5.4

W-Shaped Beams Weighing Between 100 plf and 149 plf

S-0571 to S-0587

50

tons

575.05

[**]

[**]

[**]

[**]

[**]

B

3.1.5.5

W-Shaped Columns or Posts Weighing 29 plf or less

S-0571 to S-0587

5

tons

57.51

[**]

[**]

[**]

[**]

[**]

B

3.1.5.6

W-Shaped Columns or Posts Weighing Between 30 plf and 59 plf

S-0571 to S-0587

5

tons

57.51

[**]

[**]

[**]

[**]

[**]

B

3.1.5.7

W-Shaped Columns or Posts Weighing Between 60 plf and 99 plf

S-0571 to S-0587

50

tons

575.05

[**]

[**]

[**]

[**]

[**]

B

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

19 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

3.1.5.8

W-Shaped Columns or Posts Weighing Between 100 plf and 149 plf

S-0571 to S-0587

10

tons

115.01

[**]

[**]

[**]

[**]

[**]

B

3.1.5.9

W-Shaped Columns or Posts Weighing Between 150 plf and 199 plf

S-0571 to S-0587

10

tons

115.01

[**]

[**]

[**]

[**]

[**]

B

3.1.5.10

W-Shaped Columns or Posts Weighing Between 200 plf and 249 plf

S-0571 to S-0587

10

tons

115.01

[**]

[**]

[**]

[**]

[**]

B

3.1.5.11

W-Shaped Columns or Posts Weighing Between 250 plf and 425 plf

S-0571 to S-0587

50

tons

575.05

[**]

[**]

[**]

[**]

[**]

B

3.1.5.12

W-Shaped Vertical Bracing Weighing 29 plf or less

S-0571 to S-0587

20

tons

230.02

[**]

[**]

[**]

[**]

[**]

B

3.1.5.13

W-Shaped Vertical Bracing Weighing Between 30 plf and 59 plf

S-0571 to S-0587

20

tons

230.02

[**]

[**]

[**]

[**]

[**]

B

3.1.5.14

W-Shaped Vertical Bracing Weighing Between 60 plf and 99 plf

S-0571 to S-0587

20

tons

230.02

[**]

[**]

[**]

[**]

[**]

B

3.1.5.15

W-Shaped Vertical Bracing Weighing Between 100 plf and 149 plf

S-0571 to S-0587

10

tons

115.01

[**]

[**]

[**]

[**]

[**]

B

3.1.5.16

Single Angle Horizontal Bracing Weighing Less Than 25 plf

S-0571 to S-0587

5

tons

57.51

[**]

[**]

[**]

[**]

[**]

B

3.1.5.17

Double Angle Horizontal Bracing Weighing Less Than 25 plf

S-0571 to S-0587

15

tons

172.52

[**]

[**]

[**]

[**]

[**]

B

3.1.5.18

Double Angle Horizontal Bracing Weighing Between 25 plf and 49 plf

S-0571 to S-0587

10

tons

115.01

[**]

[**]

[**]

[**]

[**]

B

3.1.5.19

Double Angle Horizontal Bracing Weighing Between 50 plf and 100 plf

S-0571 to S-0587

5

tons

57.51

[**]

[**]

[**]

[**]

[**]

B

3.1.5.20

Double Angle Vertical Bracing Weighing Less Than 25 plf

S-0571 to S-0587

5

tons

57.51

[**]

[**]

[**]

[**]

[**]

B

3.1.5.21

Double Angle Vertical Bracing Weighing Between 25 plf and 49 plf

S-0571 to S-0587

10

tons

115.01

[**]

[**]

[**]

[**]

[**]

B

3.1.5.22

Double Angle Vertical Bracing Weighing Between 50 plf and 100 plf

S-0571 to S-0587

10

tons

115.01

[**]

[**]

[**]

[**]

[**]

B

3.1.5.23

Channel Members Weighing Less Than 20 plf

S-0571 to S-0587

5

tons

57.51

[**]

[**]

[**]

[**]

[**]

B

3.1.5.24

Channel Members Weighing Between 20 plf and 39 plf

S-0571 to S-0587

5

tons

57.51

[**]

[**]

[**]

[**]

[**]

B

3.1.5.25

S-Shapes Weighing More Than 50 plf

S-0571 to S-0587

20

tons

230.02

[**]

[**]

[**]

[**]

[**]

B

3.1.5.26

Base Plates 1” Thick (ASTM A36 w/50 ksi yield strength w/Shear Bars)

S-0571 to S-0587

5

tons

57.51

[**]

[**]

[**]

[**]

[**]

B

3.1.5.27

Base Plates 1 1/2” Thick (ASTM A36 w/50 ksi yield strength w/Shear Bars)

S-0571 to S-0587

10

tons

115.01

[**]

[**]

[**]

[**]

[**]

B

3.1.5.28

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.1.6

Chimney Area Ductwork Support Modification Steel (Rows X, Y, Z) (Note 3)

85

tons

1496

[**]

[**]

[**]

3.1.6.1

W-Shaped Beams Weighing 29 plf or less

NA

5

tons

88.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.2

W-Shaped Beams Weighing Between 30 plf and 59 plf

NA

10

tons

176.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.3

W-Shaped Beams Weighing Between 60 plf and 99 plf

NA

5

tons

88.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.4

W-Shaped Columns and Posts Weighing 29 plf or less

NA

10

tons

176.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.5

W-Shaped Columns and Posts Weighing Between 30 plf and 59 plf

NA

5

tons

88.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.6

W-Shaped Vertical Bracing Weighing 29 plf or less

NA

5

tons

88.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.7

W-Shaped Vertical Bracing Weighing Between 30 plf and 59 plf

NA

5

tons

88.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.8

W-Shaped Vertical Bracing Weighing Between 60 plf and 99 plf

NA

5

tons

88.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.9

Single Angle Horizontal Bracing Weighing Less Than 25 plf

NA

5

tons

88.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.10

Single Angle Vertical Bracing Weighing Less Than 25 plf

NA

5

tons

88.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.11

Double Angle Horizontal Bracing Weighing Less Than 25 plf

NA

10

tons

176.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.12

Double Angle Vertical Bracing Weighing Less Than 25 plf

NA

10

tons

176.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.13

Double Angle Vertical Bracing Weighing Between 25 plf and 49 plf

NA

5

tons

88.00

[**]

[**]

[**]

[**]

[**]

B

3.1.6.14

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

[**]

3.1.7

Structural Steel (including normal weight W shaped beams & columns, double angle horizontal & vertical bracing, WT members, beam & column cover plates) (Note 3)

130

tons

2288

[**]

[**]

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

20 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

3.1.7.1

Auxiliary Boiler Building Modification

Later

15

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.7.2

Unit Auxiliary Transformer Iso-Phase Bus Support Modification

Later

15

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.7.3

Pipe Rack from SCR Support structure to Boiler Building

Later

50

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.7.4

Misc. Cable Tray & Piping Support Steel

Later

50

tons

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.7.5

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.1.8

Gallery Work (pricing includes member placement, bolted and welded connections, grating, handrail, ladders, cages, swing gates, stairs, etc.) (Note 3)

[**]

[**]

[**]

[**]

3.1.8.1

Selective Catalytic Reducer Support Steel

[**]

[**]

[**]

[**]

3.1.8.1.1

1 1/4” Grating (with 3/16” bearing bars)

S-0497

500

sf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.1.2

1 1/2” Grating (with 3/16” bearing bars)

S-0465 thru S-0507

6500

sf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.1.3

1 1/2” Grating w/ 1/4” Checkered Plate

S-0482 & S-0495

450

sf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.1.4

1 3/4” Grating (with 3/16” bearing bars)

S-0475 thru S-0482

6500

sf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.1.5

1 3/4” Heavy Duty Grating

S-0477 thru S-0482

26500

sf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.1.6

1 3/4” Heavy Duty Grating w/ 1/4” Checkered Plate

S-0475 & S-0476

9500

sf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.1.7

Handrail

S-0465 thru S-0507

3500

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.1.8

Guard Plate

S-0465 thru S-0507

8000

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.1.9

Ladders & Cages

S-0466 & S-0481

100

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.1.10

Swing Gates

S-0466 & S-0481

5

each

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.1.11

Stairs & Landings (assume 3’ wide with handrails)

S-0463 thru S-0507

1500

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.2

Boiler Building Modification Steel

[**]

[**]

[**]

[**]

3.1.8.2.1

1 1/4” Grating (with 3/16” bearing bars)

S-0403 & S-0404

1000

sf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.2.2

Handrail

S-0403 & S-0404

400

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.2.3

Guard Plate

S-0403 & S-0404

400

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.2.4

Ladders & Cages

S-0403 & S-0404

30

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.2.5

Swing Gates

S-0403 & S-0404

5

each

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.2.6

Stairs & Landings (assume 3’ wide with handrails)

5

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.3

Baghouse Electrical Equipment Room Steel and HVAC Support Steel

[**]

[**]

[**]

[**]

3.1.8.3.1

1 1/2” Grating (with 3/16” bearing bars)

S-0566, S-0568

500

sf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.3.2

Handrail

S-0566, S-0568

100

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.3.3

Guard Plate

S-0566, S-0568

200

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.3.4

Ladders & Cages

S-0566, S-0568

30

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.3.5

Swing Gates

S-0566, S-0568

5

each

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.3.6

Stairs & Landings (assume 3’ wide with handrails)

S-0566, S-0568

70

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.4

Baghouse to Chimney Ductwork Support Steel

[**]

[**]

[**]

[**]

3.1.8.4.1

1 1/2” Grating (with 3/16” bearing bars)

S-0582 to S-0585

2200

sf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.4.2

Handrail

S-0582 to S-0585

1000

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.4.3

Guard Plate

S-0582 to S-0585

1000

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.4.4

Ladders & Cages

S-0582 to S-0585

200

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.4.5

Swing Gates

S-0582 to S-0585

10

each

[**]

[**]

[**]

[**]

[**]

[**]

B

3.1.8.4.6

Stairs & Landings (assume 3’ wide with handrails)

S-0582 to S-0585

30

lf

[**]

[**]

[**]

[**]

[**]

[**]

B

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

21 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

3.1.8.5

ID Fan Motor Access Steel

977

[**]

[**]

[**]

3.1.8.5.1

Steel

N/A

15

ton

555.29

[**]

[**]

[**]

[**]

[**]

B

3.1.8.5.2

1 1/2” Grating (with 3/16” bearing bars)

N/A

250

sf

22.21

[**]

[**]

[**]

[**]

[**]

B

3.1.8.5.3

Handrail

N/A

150

lf

49.71

[**]

[**]

[**]

[**]

[**]

B

3.1.8.5.4

Guard Plate

N/A

150

lf

20.10

[**]

[**]

[**]

[**]

[**]

B

3.1.8.5.5

Ladders & Cages

N/A

60

lf

11.63

[**]

[**]

[**]

[**]

[**]

B

3.1.8.5.6

Swing Gates

N/A

5

each

10.58

[**]

[**]

[**]

[**]

[**]

B

3.1.8.5.7

Stairs & Landings (assume 3’ wide with handrails)

N/A

150

lf

307.79

[**]

[**]

[**]

[**]

[**]

B

3.1.8.6

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.1.9

Miscellaneous Steel Items (Note 3)

493

[**]

[**]

[**]

3.1.9.1

Selective Catalytic Reducer Support Steel

127

[**]

[**]

[**]

3.1.9.1.1

Sag Rods

S-0490 & S-0491

10000

lf

127.00

[**]

[**]

[**]

[**]

[**]

B

3.1.9.2

Boiler Building Modification Steel

167

[**]

[**]

[**]

3.1.9.2.1

Sag Rods

1000

lf

127.00

[**]

[**]

[**]

[**]

[**]

B

3.1.9.2.2

Reinforcing Plate

S-0406 & S-0407

5

tons

40.00

[**]

[**]

[**]

[**]

[**]

B

3.1.9.3

Baghouse Electrical Equipment Room Steel

199

[**]

[**]

[**]

3.1.9.3.1

2” Metal Deck (18 Gage)

S-0566

5500

sf

124.00

[**]

[**]

[**]

[**]

[**]

B

3.1.9.3.2

3/16” Bent Plate

S-0566

5

tons

75.00

[**]

[**]

[**]

[**]

[**]

B

3.1.9.4

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.1.10

Demolition of Steel Structures (Note 3)

65

tons

1900

[**]

[**]

[**]

3.1.10.1

Duct Support Column Row L.1 and M.4 Steel

N/A

10

tons

292.31

[**]

[**]

[**]

[**]

[**]

B

3.1.10.2

Boiler Building Steel

C-1418-D, C-1425- D, C-1425  D-2, & 32032F-D

40

tons

1,169.24

[**]

[**]

[**]

[**]

[**]

B

3.1.10.3

Chimney Area Duct Support Column Rows X, Y, and Z Steel

10

tons

292.31

[**]

[**]

[**]

[**]

[**]

B

3.1.10.4

Unit Auxiliary Transformer Iso-Phase Bus Support Steel

5

tons

146.16

[**]

[**]

[**]

[**]

[**]

B

Add. 1

3.1.10.5

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.2

SCR & Ductwork Erection

2745

tons

120194

[**]

[**]

[**]

Total ductwork steel tonnage is summation of items 3.2.1 thru 3.2.6 only

3.2.1

Erection of SCR Area Flue Gas Ductwork Duct Segments G1-1A(B) thru G6-1A(B) (Note 3)

980

tons

49981

[**]

[**]

[**]

Add. 1

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

22 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

Provide ground fabrication/assembly and erection of flue gas ductwork segments shipped in panels including the following items which are typically shipped loose: turning vanes, internal bracing, test ports, slide plate and spherical bearing support assemblies, sole plates, and ductwork access doors. Ductwork penetrations are by the ductwork fabricator unless noted otherwise on the design drawings. Erection includes but is not limited to material unloading, field installation of items shipped loose, bolted and welded connections, touch-up painting, and welding out to “gas tight” condition. Duct panels dimensions shall be based on maximum permissible shipping widths on US highways. Provide costs as requested in the entries below for the installation of the structural components of the flue gas ductwork. [Costs for the following items should be included in their respective sections. For insulation and lagging installation, see Item 3.3. For expansion joint and expansion joint baffle installation, see Item 3.4]

3.2.1.1

Duct Segment X0-0X & X0-0X

X-0000 & X-0000

Xxxxxxx costs for erection of sections of ductwork west of column line J2 as shown on drawing S-0611). The remaining ductwork east of column line J.2 will be installed by the Boiler Modification work contractor (Spec. B-7809). Welding at the interface with the GWC (Spec. B-7808) installed ductwork will be by Spec. B-7809. Spec. B-7808 shall include in its proposal providing temporary support for the east end of its installed portion of the ductwork. The temporary support will be removed by Spec. B-7809 following the tie-in of the two sections of ductwork.

3.2.1.1.1

Ductwork Ground Assembly & Erection (not including items addressed below)

140

tons

6,823.00

[**]

[**]

[**]

[**]

[**]

B

3.2.1.1.2

Temporary support of the east end of installed sections of ductwork (design, fabricate, and install)

1

LS

IN 3.2.1.1.1

[**]

[**]

[**]

[**]

[**]

B

3.2.1.2

Duct Segment G2-1A & X0-0X

X-0000 thru S-0619

3.2.1.2.1

Ductwork Ground Assembly & Erection (not including items addressed below)

260

tons

12,670.00

[**]

[**]

[**]

[**]

[**]

B

3.2.1.2.1

Ductwork Ground Assembly & Erection (not including items addressed below)

260

tons

IN 3.2.1.2.1

[**]

[**]

[**]

[**]

[**]

B

3.2.1.2.3

G2 Duct Flow Straightener Installation

1

LS

IN 3.2.1.2.1

[**]

[**]

[**]

[**]

[**]

B

Add. 1

3.2.1.3

Duct Segment G3-1A & X0-0X

X-0000, S-0622 & S-0624

3.2.1.3.1

Ductwork Ground Assembly & Erection

185

tons

10,142.00

[**]

[**]

[**]

[**]

[**]

B

3.2.1.4

Duct Segment G4-1A & G4-1B

S-0661 & S-0662

3.2.1.4.1

Ductwork Ground Assembly & Erection

180

tons

9,868.00

[**]

[**]

[**]

[**]

[**]

B

3.2.1.5

Duct Segment G5-1A & G5-1B

S-0667

3.2.1.5.1

Ductwork Ground Assembly & Erection

135

tons

6,579.00

[**]

[**]

[**]

[**]

[**]

B

3.2.1.6

Duct Segment X0-0X & X0-0X

X-0000 & X-0000

Xxxxxxx costs for erection of sections of ductwork west of column line J2 as shown on drawing S-0655). The remaining ductwork east of column line J.2 will be installed by the Boiler Modification work contractor (Spec. B-7809). Welding at the interface with the GWC (Spec. B-7808) installed ductwork will be by Spec. B-7809. Spec. B-7808 shall include in its proposal providing temporary support for the east end of its installed portion of the ductwork. The temporary support will be removed by Spec. B-7809 following the tie-in of the two sections of ductwork.

3.2.1.6.1

Ductwork Ground Assembly & Erection (not including items addressed below)

80

tons

3,899.00

[**]

[**]

[**]

[**]

[**]

B

[**]

[**]

3.2.1.6.2

Temporary support of the east end of installed sections of ductwork (design, fabricate, and install)

1

LS

IN 3.2.1.6.1

[**]

[**]

[**]

B

3.2.1.7

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.2.2

Erection of Air Heater Outlet Ductwork - Duct Segments G10-1A(B) thru G13-1 (Note 3)

315

tons

13986

[**]

[**]

[**]

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

23 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

Provide ground fabrication/assembly and erection of flue gas ductwork segments shipped in panels including the following items which are typically shipped loose: turning vanes, internal bracing, test ports, slide plate and spherical bearing support assemblies, sole plates, and ductwork access doors. Ductwork penetrations are by the ductwork fabricator unless noted otherwise on the design drawings. Erection includes but is not limited to material unloading, field installation of items shipped loose, bolted and welded connections, touch-up painting, and welding out to “gas tight” condition. Duct panels dimensions shall be based on maximum permissible shipping widths on US highways. Provide costs as requested in the entries below for the installation of the structural components of the flue gas ductwork. [Costs for the following items should be included in their respective sections. For insulation and lagging installation, see Item 3.3. For expansion joint and expansion joint baffle installation, see Item 3.4.]

3.2.2.1

Duct Segment G10-1A & G10-1B

S-0711

3.2.2.1.1

Ductwork Ground Assembly & Erection

30

tons

1,332.00

[**]

[**]

[**]

[**]

[**]

B

3.2.2.2

Duct Segment G11-1A

S-0713 & S-0714

3.2.2.2.1

Ductwork Ground Assembly & Erection

80

tons

3,552.00

[**]

[**]

[**]

[**]

[**]

B

3.2.2.3

Duct Segment G12-1

S-0717 & S-0718

3.2.2.3.1

Ductwork Ground Assembly & Erection

100

tons

4,440.00

[**]

[**]

[**]

[**]

[**]

B

3.2.2.4

Duct Segment G13-1

S-0721 & S-0722

3.2.2.4.1

Ductwork Ground Assembly & Erection

105

tons

4,662.00

[**]

[**]

[**]

[**]

[**]

B

3.2.2.5

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.2.3

Erection of Baghouse Outlet Ductwork Duct Segments G21-1A thru G22-1B (Note 3)

290

tons

12760

[**]

[**]

[**]

Provide ground fabrication/assembly and erection of flue gas ductwork segments shipped in panels including the following items which are typically shipped loose: turning vanes, internal bracing, test ports, slide plate and spherical bearing support assemblies, sole plates, and ductwork access doors. Ductwork penetrations are by the ductwork fabricator unless noted otherwise on the design drawings. Erection includes but is not limited to material unloading, field installation of items shipped loose, bolted and welded connections, touch-up painting, and welding out to “gas tight” condition. Duct panels dimensions shall be based on maximum permissible shipping widths on US highways. Provide costs as requested in the entries below for the installation of the structural components of the flue gas ductwork. [Costs for the following items should be included in their respective sections. For insulation and lagging installation, see Item 3.3. For expansion joint and expansion joint baffle installation, see Item 3.4.]

3.2.3.1

Duct Segment G21-1A

S-0725

3.2.3.1.1

Ductwork Ground Assembly & Erection

80

tons

3,520.00

[**]

[**]

[**]

[**]

[**]

3.2.3.2

Duct Segment G22-1A

S-0733 & S-0734

3.2.3.2.1

Ductwork Ground Assembly & Erection

80

tons

3,520.00

[**]

[**]

[**]

[**]

[**]

3.2.3.3

Duct Segment G21-1B

S-0729

3.2.3.3.1

Ductwork Ground Assembly & Erection

50

tons

2,200.00

[**]

[**]

[**]

[**]

[**]

3.2.3.4

Duct Segment G22-1B

S-0733 & S-0734

3.2.3.4.1

Ductwork Ground Assembly & Erection

80

tons

3,520.00

[**]

[**]

[**]

[**]

[**]

3.2.3.5

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

24 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

3.2.4

Erection of ID Fan Outlet Ductwork Duct Segments G23-1B thru G29-1A (Note 3)

480

tons

20766

[**]

[**]

[**]

Provide ground fabrication/assembly and erection of flue gas ductwork segments shipped in panels including the following items which are typically shipped loose: turning vanes, internal bracing, test ports, slide plate and spherical bearing support assemblies, sole plates, and ductwork access doors. Ductwork penetrations are by the ductwork fabricator unless noted otherwise on the design drawings. Erection includes but is not limited to material unloading, field installation of items shipped loose, bolted and welded connections, touch-up painting, and welding out to “gas tight” condition. Duct panels dimensions shall be based on maximum permissible shipping widths on US highways. Provide costs as requested in the entries below for the installation of the structural components of the flue gas ductwork. [Costs for the following items should be included in their respective sections. For insulation and lagging installation, see Item 3.3. For expansion joint and expansion joint baffle installation, see Item 3.4.]

3.2.4.1

Duct Segment G23-1B

S-0737

3.2.4.1.1

Ductwork Ground Assembly & Erection

90

tons

3,893.63

[**]

[**]

[**]

[**]

[**]

B

3.2.4.2

Duct Segment G24-1B

S-0741

3.2.4.2.1

Ductwork Ground Assembly & Erection

70

tons

3,028.38

[**]

[**]

[**]

[**]

[**]

B

3.2.4.3

Duct Segment G25-1B

S-0745

3.2.4.3.1

Ductwork Ground Assembly & Erection

70

tons

3,028.38

[**]

[**]

[**]

[**]

[**]

B

3.2.4.4

Duct Segment G26-1A

S-0749

3.2.4.4.1

Ductwork Ground Assembly & Erection

55

tons

2,379.44

[**]

[**]

[**]

[**]

[**]

B

3.2.4.5

Duct Segment G27-1A

S-0753

3.2.4.5.1

Ductwork Ground Assembly & Erection

60

tons

2,595.75

[**]

[**]

[**]

[**]

[**]

B

3.2.4.6

Duct Segment G28-1A

S-0757

3.2.4.6.1

Ductwork Ground Assembly & Erection

50

tons

2,163.13

[**]

[**]

[**]

[**]

[**]

B

3.2.4.7

Duct Segment G29-1A

S-0761 & S-0762

3.2.4.7.1

Ductwork Ground Assembly & Erection

85

tons

3,677.31

[**]

[**]

[**]

[**]

[**]

B

3.2.4.8

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.2.5

SCR Reactor Installation (SCR-1A and SCR-1B) (Note 3)

S-0631 thru S-0643

660

tons

20601

[**]

[**]

[**]

Total SCR steel tonnage is summation of items 3.2.5.2 thru 3.2.5.4 only

Provide ground fabrication/assembly and erection the SCR reactor. The reactor sidewalls will be shipped in panels. Include field installation of the following items which are typically shipped loose: internal catalyst support beams, internal bracing, internal perimeter baffles, test ports, spherical bearing support assemblies, sole plates, wind guides and bumpers,  ductwork access doors, catalyst loading doors, and test ports. Erection includes but is not limited to material unloading, bolted and welded connections, touch-up painting, welding out to “gas tight” condition. SCR wall panels dimensions shall not exceed maximum permissible shipping widths on US highways. Provide entire cost for the SCR structural installation in this line item. [Costs for the following items shall be included in their respective sections. For insulation and lagging installation see Item 3.5.]

Contractor VE item for modularized SCR box was split between Part A [**] and Part B [**]. The deducts were applied here and in the Equipment Section of Part A.

3.2.5.1

Installation - SCR internal heavy duty grating 3”

S-0631 thru S-0643

14500

sf

916.00

[**]

[**]

[**]

[**]

[**]

B

3.2.5.2

Installation - SCR internal support beams & bracing

S-0631 thru S-0643

230

tons

6,653.29

[**]

[**]

[**]

[**]

[**]

B

3.2.5.3

Installation - SCR internal baffles and flow deflectors

S-0631 thru S-0643

50

tons

1,674.45

[**]

[**]

[**]

[**]

[**]

B

3.2.5.4

Installation - SCR flow straightener

S-0631 thru S-0643

80

tons

2,679.13

[**]

[**]

[**]

[**]

[**]

B

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

25 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

3.2.5.4

Balance of SCR installation

S-0631 thru S-0643

300

tons

8,678.20

[**]

[**]

[**]

[**]

[**]

B

3.2.5.5

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.2.6

Air Heater Outlet Ductwork Reinforcement & Crossover Blank-Off (Note 3)

20

tons

2100

[**]

[**]

[**]

3.2.6.1

Install modifications to the existing air heater outlet duct to “blank-off” the existing crossover between the two trains of ductwork on the outlet side of the air heater. The installation includes but is not limited to material unloading, welded connections, removing all existing ash deposits from inside crossover, and welding out to a “gas-tight” condition.

S-0387

10

tons

1,050.00

[**]

[**]

[**]

[**]

[**]

B

3.2.6.2

Installation of reinforcement of the existing air heater outlet ductwork. The installation includes but is not limited to material unloading and welded connections.

10

tons

1,050.00

[**]

[**]

[**]

[**]

[**]

B

3.2.6.3

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.2.7

Ductwork Demolition (Note 3)

500

tons

0

[**]

[**]

[**]

Scope of ductwork demolition includes but is not limited to removal and disposal of the following: ductwork casing and internals, insulation and lagging, accumulated flyash, duct mounted access galleries, duct mounted test ports, supports & support assemblies (such as hangers), expansion joints, and in-line equipment such as dampers.

3.2.7.1

Economizer Outlet to Air Heater Inlet Ductwork Demolition

31324F-D, 139560E-D, 139569E-D, 139570E-D, 139571E-D, 139572E-D, 139574E-D & 188719E-D

0

tons

0.00

[**]

[**]

[**]

[**]

[**]

B

Not in GWC Scope of Work.

3.2.7.2

Air Heater Outlet to Baghouse Inlet Guillotine Damper Ductwork Demolition (Including the design, supply, and installation of temporary duct supports)

1204-9-101-D, 1204-9-23-D thru 1204-9-258-D & 1204-9-261-D

200

tons

0.00

[**]

[**]

[**]

[**]

[**]

B

3.2.7.3

ID Fan Outlet to Chimney Breeching Expansion Joint Ductwork Demolition

D74224-D thru D74228-D, D74230-D & D74231-D

300

tons

0.00

[**]

[**]

[**]

[**]

[**]

B

3.2.7.4

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.3

Flue Gas Ductwork Insulation and Lagging Supply & Installation

105321

[**]

[**]

[**]

3.3.1

Supply and installation of 6” of mineral wool insulation with 1” deep lagging for Duct Segments G1-1A(B) thru G6-1A(B) (Note 3)

130000

sf

24614

[**]

[**]

[**]

3.3.1.1

Duct Segment G1-1A & G1-1B: Provide costs for the supply and installation of insulation and lagging on sections of ductwork west of column line J2 as shown on drawing S-0627. Insulation and lagging for the remaining section of ductwork east of column line J.2 will be installed by the Boiler Modification work contractor (Spec. B-7809).

N/A

12000

sf

2,346.00

[**]

[**]

[**]

[**]

[**]

S

3.3.1.2

Duct Segment G2-1A & G2-1B

N/A

23500

sf

4,594.00

[**]

[**]

[**]

[**]

[**]

S

3.3.1.3

Duct Segment G3-1A & G3-1B

N/A

12000

sf

2,346.00

[**]

[**]

[**]

[**]

[**]

S

3.3.1.4

XXX-0X & XXX-0X

X/X

00000

sf

8,998.00

[**]

[**]

[**]

[**]

[**]

S

3.3.1.5

Duct Segment G4-1A & G4-1B

N/A

12500

sf

2,444.00

[**]

[**]

[**]

[**]

[**]

S

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

26 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

3.3.1.6

Duct Segment G5-1A & G5-1B

N/A

12500

sf

2,444.00

[**]

[**]

[**]

[**]

[**]

S

3.3.1.7

Duct Segment G6-1A & G6-1B: Provide costs for the supply and installation of insulation and lagging on sections of ductwork west of column line J2 as shown on drawing S-0655. Insulation and lagging for the remaining section of ductwork east of column line J.2 will be installed by the Boiler Modification work contractor (Spec. B-7809).

N/A

7500

sf

1,442.00

[**]

[**]

[**]

[**]

[**]

S

3.3.1.8

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.3.2

Supply and installation of 4" of mineral wool insulation with 1" deep lagging for Duct Segments G10-1A(B) thru G13-1 (Note 3)

27500

sf

5019

[**]

[**]

[**]

3.3.2.1

Duct Segment G10-1A & G10-1B

N/A

2500

sf

404.00

[**]

[**]

[**]

[**]

[**]

S

3.3.2.2

Duct Segment G11-1A

N/A

7000

sf

1,295.00

[**]

[**]

[**]

[**]

[**]

S

3.3.2.3

Duct Segment G12-1

N/A

9000

sf

1,660.00

[**]

[**]

[**]

[**]

[**]

S

3.3.2.4

Duct Segment G13-1

N/A

9000

sf

1,660.00

[**]

[**]

[**]

[**]

[**]

S

3.3.2.5

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.3.3

Supply and installation of 6" of mineral wool insulation with 1" deep lagging for the following pieces of Allied supplied equipment: (Note 3)

206000

sf

37922

[**]

[**]

[**]

Add. 1

3.3.3.1

CDS Inlet Ductwork

N/A

30000

sf

5,148.00

[**]

[**]

[**]

[**]

[**]

S

3.3.3.2

CDS Vessel including xxxxxx

N/A

35000

sf

6,685.00

[**]

[**]

[**]

[**]

[**]

S

3.3.3.3

CDS Outlet & Baghouse Inlet Ductwork

N/A

33000

sf

5,648.00

[**]

[**]

[**]

[**]

[**]

S

3.3.3.4

Baghouse Hot Roof

N/A

28000

sf

4,137.00

[**]

[**]

[**]

[**]

[**]

S

3.3.3.5

Xxxxxxxx Xxxxx Xxxxxxxxx Xxxxxxx

X/X

00000

sf

10,646.00

[**]

[**]

[**]

[**]

[**]

S

3.3.3.6

Baghouse Inlet Plenum

N/A

17000

sf

2,829.00

[**]

[**]

[**]

[**]

[**]

S

3.3.3.7

Baghouse Compartment Interior Side Walls (See Item 3.3.7 for Xxxxxxxx Xxxx Xxxxx)

X/X

00000

sf

2,829.00

[**]

[**]

[**]

[**]

[**]

S

Add. 1

3.3.3.8

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

631600

3.3.4

Supply and installation of 6" of mineral wool insulation with flat lagging for the following pieces of Allied supplied equipment: (Note 3)

25000

sf

4608

[**]

[**]

[**]

3.3.4.1

Gas Recirculation Ducts (Both Circular Ducts)

N/A

25000

sf

4,608.00

[**]

[**]

[**]

[**]

[**]

S

3.3.4.2

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.3.5

Supply and installation of 4" of mineral wool insulation with flat lagging for the following piece of equipment: (Note 3)

13000

sf

10806

[**]

[**]

[**]

3.3.5.1

ID Fans (2 Total)

TLT - Xxxxxxx F-9037

13000

sf

10,806.00

[**]

[**]

[**]

[**]

[**]

S

Acoutic Insulation..040" Aluminum lagging in lieu of galvanzied provided.

3.3.5.2

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

27 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

3.3.6

Supply and installation of 4" of mineral wool insulation with 1" deep lagging for Duct Segments G21-1A thru G29-1A (Note 3)

71700

sf

13341

[**]

[**]

[**]

3.3.6.1

Duct Segment G21-1A

N/A

7000

sf

1,295.00

[**]

[**]

[**]

[**]

[**]

[**]

3.3.6.2

Duct Segment G22-1A

N/A

7000

sf

1,295.00

[**]

[**]

[**]

[**]

[**]

[**]

3.3.6.3

Duct Segment G21-1B

N/A

5000

sf

994.00

[**]

[**]

[**]

[**]

[**]

[**]

3.3.6.4

Duct Segment G22-1B

N/A

7000

sf

1,295.00

[**]

[**]

[**]

[**]

[**]

[**]

3.3.6.5

Duct Segment G23-1B

N/A

8200

sf

1,516.00

[**]

[**]

[**]

[**]

[**]

[**]

3.3.6.6

Duct Segment G24-1B

N/A

6500

sf

1,208.00

[**]

[**]

[**]

[**]

[**]

[**]

3.3.6.7

Duct Segment G25-1B

N/A

6000

sf

1,113.00

[**]

[**]

[**]

[**]

[**]

[**]

3.3.6.8

Duct Segment G26-1A

N/A

6000

sf

1,113.00

[**]

[**]

[**]

[**]

[**]

[**]

3.3.6.9

Duct Segment G27-1A

N/A

5500

sf

1,017.00

[**]

[**]

[**]

[**]

[**]

[**]

3.3.6.10

Duct Segment G28-1A

N/A

4500

sf

835.00

[**]

[**]

[**]

[**]

[**]

[**]

3.3.6.11

Duct Segment G29-1A

N/A

9000

sf

1,660.00

[**]

[**]

[**]

[**]

[**]

[**]

3.3.6.12

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

3.3.7

Supply and installation of 6" of mineral wool insulation with lagging similar to Vulcraft 3N/3NI roof decking for the following pieces of Allied supplied equipment: (Note 3)

40000

sf

8861

[**]

[**]

[**]

Add. 1

3.3.7.1

Baghouse Compartment Exterior Side Walls Located Outdoors

N/A

40000

sf

8,860.64

[**]

[**]

[**]

[**]

[**]

[**]

Add. 1

3.3.7.2

Additional Items as Required by Contractor (list):

Add. 1

a.

Bidder to make entries here as necessary (Note 3)

Add. 1

3.3.8

Existing chimney breeching flue insulation and lagging replacement (Note 3)

Add. 1

(Supply 4" of mineral wool insulation with 1" deep lagging)

900

sf

150

[**]

[**]

[**]

Add. 1

3.3.8.1

Segment between Expansion Joint EJ-1A-27 and Exterior Face of Chimney Shell

N/A

450

sf

75.00

[**]

[**]

[**]

[**]

[**]

[**]

Add. 1

3.3.8.2

Segment between Expansion Joint EJ-1A-31 and Exterior Face of Chimney Shell

N/A

450

sf

75.00

[**]

[**]

[**]

[**]

[**]

[**]

Add. 1

3.3.8.3

Additional Items as Required by Contractor (list):

Add. 1

a.

Bidder to make entries here as necessary (Note 3)

Add. 1

3.4

Flue Gas Ductwork Expansion Joint Installation (Note 3)

5302

[**]

[**]

[**]

Expansion joint installation shall include the welding of the expansion joint frame to the ductwork channel frame, final adjustment and field welding of one of the ductwork channel frames to the ductwork (the other frame will be shipped shop welded to the duct), installation of the expansion joint pillows and baffle plates.

3.4.1

Provide cost to install the following joints on a duct cross section of 13'-6" x 32'-0":

3.4.1.1

18" wide - Expansion Joints - EJ-1A-02 & EJ-1B-02

N/A

2

each

400.00

[**]

[**]

[**]

[**]

[**]

[**]

3.4.2

Provide costs to install the following joints on a duct cross section of 12'-2" x 43'-0":

3.4.2.1

18" wide - Expansion Joints - EJ-1A-03 & EJ-1B-03

N/A

2

each

486.00

[**]

[**]

[**]

[**]

[**]

[**]

3.4.3

Provide costs to install the following joints on a duct cross section of 14'-6" x 30'-0":

3.4.3.1

18" wide - Expansion Joints - EJ-1A-04, EJ-1B-04 EJ-1A-05, & EJ-1B-05

N/A

4

each

783.00

[**]

[**]

[**]

[**]

[**]

[**]

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

28 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

3.4.4

Provide costs to install the following joints on a duct cross section of 7'-10 3/4" x 36'-11 5/8"

3.4.4.1

18" wide - Expansion Joint - EJ-1A-08 & EJ-1B-08

N/A

2

each

395.00

[**]

[**]

[**]

[**]

[**]

B

3.4.5

Provide costs to install the following joints on a duct cross section of 14'-8" x 22'-0"

3.4.5.1

18" wide - Expansion Joint - EJ-1A-09

N/A

1

each

161.00

[**]

[**]

[**]

[**]

[**]

B

3.4.6

Provide costs to install the following joints on a duct cross section of 29'-4" x 22'-0"

3.4.6.1

18" wide - Expansion Joint - EJ-10

N/A

1

each

226.00

[**]

[**]

[**]

[**]

[**]

B

3.4.7

Provide costs to install the following joints on a duct cross section of 17'-10" x 36'-4"

3.4.7.1

18" wide - Expansion Joint - EJ-11

N/A

1

each

238.00

[**]

[**]

[**]

[**]

[**]

B

3.4.8

Provide costs to install the following joints on a duct cross section of 12'-0" x 24'-0"

3.4.8.1

18" wide - Expansion Joint - EJ-1A-20, EJ-1B-20, EJ-1A-21, & EJ-1B-21

N/A

4

each

634.00

[**]

[**]

[**]

[**]

[**]

B

3.4.9

Provide costs to install the following joints on a duct cross section of 5'-10 1/4" x 16'-4 1/4"

3.4.9.1

18" wide - Expansion Joint - EJ-1A-22 & EJ-1B-22

N/A

4

each

392.00

[**]

[**]

[**]

[**]

[**]

B

3.4.10

Provide costs to install the following joints on a duct cross section of 16'-0" x 20'-0"

3.4.10.1

18" wide - Expansion Joints EJ-1A-23, XX-0X-00, XX-0X-00, XX-0X-00, XX-0X-00, XX-0X-00, XX-0X-00

N/A

7

each

1,109.00

[**]

[**]

[**]

[**]

[**]

B

3.4.11

Provide costs to install the following joints on a circular duct cross section of 9'-1" O.D.

3.4.11.1

18" wide circular joint - Expansion Joint EJ-1A-25 & EJ-1B-25

N/A

2

each

126.00

[**]

[**]

[**]

[**]

[**]

B

3.4.12

Provide costs to install the following joints on a duct cross section of 12'-0" x 28'-0"

3.4.12.1

18" wide - Expansion Joints EJ-1A-31 & EJ-1B-27

N/A

2

each

352.00

[**]

[**]

[**]

[**]

[**]

B

3.4.13

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

ARCHITECTURAL WORK

21596

[**]

[**]

[**]

4.

ARCHITECTURAL SITE WORK

21596

[**]

[**]

[**]

4.1

CMU Walls (Note 3)

12000

sf

0

[**]

[**]

[**]

4.1.1

8" Thick CMU Walls (Including CMU Blocks, Reinforcing, Dowels, Pilasters, Bond Beams & Lintels, Lateral Tie-backs)

A-0002, A-0003, A-0029, A-0030

10000

sf

0.00

[**]

[**]

[**]

[**]

[**]

S

4.1.2

00" Xxxxx XXX Xxxxx (Including CMU Blocks, Reinforcing, Dowels, Pilasters, Bond Beams & Lintels, Lateral Tie-backs)

A-0002, A-0003, A-0029, A-0030

2000

sf

0.00

[**]

[**]

[**]

[**]

[**]

S

4.1.2

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

4.2

Insulated Metal Siding (Note 3) - (Siding similar to Vulcraft 3N/3NI roof decking)

131000

sf

13600

[**]

[**]

[**]

4.2.1

Baghouse Support Structure Enclosure

A-0002, A-0003, A-0007 thru A-0010, A-0026 thru A-0028

53000

sf

5,506

[**]

[**]

[**]

[**]

[**]

S

[**]        Represents text deleted pursuant to a confidentiality treatment request filed with the Securities and Exchange Commission pursuant to Rule 24b-2 under the Securities Exchange Act of 1934, as amended

Section 2-Civil Struc Arch

29 of 186

		EXHIBIT B
		Spec. B-7808
		Addendum, Rev. 1
Big Stone Plant Unit 1		October 8, 2012
General Work Contract	PRICING PAGES	Project No. 12715-003

	NAME OF Contractor:		Graycor Industrial Constructors Inc.
	CONTACT NAME:		Xxxxx Xxxxxxxx
	CONTACT TELEPHONE:		000-000-0000
	CONTACT EMAIL:		Xxxxx_Xxxxxxxx@xxxxxxx.xxx
	This tender for the General Work Contract defined in Exhibit B is submitted on a target price basis as set forth in the Agreement in U.S. Dollars for receive, inventory, unload, erection, furnish and install, test, commissioning, etc. as follows:
	NOTES
	1)	Bidder is required to provide information in shaded cells only.
	2)	Cost of incidental materials required for erection shall be included in the labor cost.
	3)	Equations are embedded in some cells to tally the summary automatically.  Bidder shall not change the contents of those cells, except for when additional items are listed by bidder.  In that case, bidder shall update the equations to include the information added by the bidder.
	4)	Contractor’s labor rates and equipment and material costs as shown in these Pricing Pages are firm and fixed for the duration of the Agreement.

SECTION 02 - CIVIL, STRUCTURAL & ARCHITECTURAL

UNIT PRICE

TARGET PRICE

COMMENTS

Self Perform

Labor Rate

(B) or

ITEM NO.

DESCRIPTION

S&L DESIGN

MATERIAL

MATERIAL

LABOR

Material Cost

($ USD/Unit)

Material Cost

Labor Cost

Total Cost

Subcontract

DRAWING

QUANTITY

UNITS

MANHOURS

($ USD/Unit)

(Note 2)

($ USD)

($ USD)

($ USD)

(S)

4.2.2

Boiler Building Siding Modifications

A-0022, A-0024, A-0026 thru A-0028

5000

sf

523

[**]

[**]

[**]

[**]

[**]

S

4.2.3

CDS Xxxxxx Enclosure

A-0007 thru A-0010

33000

sf

3,427

[**]

[**]

[**]

[**]

[**]

S

4.2.4

Hydrated Lime Silo Stair Tower Weather Enclosure

A-0007 thru A-0010

5000

sf

523

[**]

[**]

[**]

[**]

[**]

S

4.2.5

Hydrated Lime Silo, Pebble Lime Silo, and Waste Silo Roof Top Enclosures

A-0019 thru A-0020

10000

sf

1,032

[**]

[**]

[**]

[**]

[**]

S

4.2.6

Pebble Lime and Waste Silo Loading Area and Maintenance Area Enclosures

A-0017 thru A-0019, A-0026 thru A-0028

25000

sf

2,588

[**]

[**]

[**]

[**]

[**]

S

4.2.4

Additional Items as Required by Contractor (list):

a.

Bidder to make entries here as necessary (Note 3)

4.3

Insulated Metal Roofing (Note 3)

39000

sf

2900

[**]

[**]

[**]

4.3.1

Baghouse Support Structure Enclosure

A-0002, A-0003, A-0007 thru A-0010, A-0026 thru A-0028

5000

sf

370.00

[**]

[**]

[**]

[**]

[**]

S

4.3.2

Boiler Building Roof Modifications

A-0022 thru A-0024, A-0026 thru A-0028

5000

sf

370.00

[**]

[**]

[**]

[**]

[**]

S

4.3.3

CDS Xxxxxx Enclosure

A-0007 thru A-0010

17000

sf

1,260.00

[**]

[**]

[**]

[**]

[**]

S

4.3.4

Hydrated Lime Silo Stair Tower Weather Enclosure

A-0007 thru A-0010

1000

sf

75.00

[**]

[**]

[**]

[**]

[**]

S

4.3.5

Hydrated Lime Silo, Pebble Lime Silo, and Waste Silo Roof Top Enclosures

A-0019 thru A-0020

4000

sf

300.00

[**]

[**]