B. Develop qualified procedures for all required tests.

C. Perform specified sampling and testing of materials and methods of construction.

1. Comply with specified sampling and testing standards.

2. Ascertain compliance of materials with requirements of Contract Documents.

D. Promptly notify CQC of observed irregularities or deficiencies of work or products.

E. Maintain accurate and complete records of all tests performed and promptly submit the original and one copy of the certified test report to the Contractor, one copy to The Engineer and one copy to Owner. Test report shall include the following as a minimum:

- Date issued

- Project title and number

- Testing laboratory name, address and telephone number

- Name and signature of laboratory inspector

- Date and time of sampling or inspection

- Record of temperature and weather conditions

- Date of test

- Identification of product and specification section

- Location of sample or test in the Project

- Type of inspection or test

- Results of test and all test data in compliance with Contract Documents

- Interpretation of test results, when requested by Owner

F. Provide access to facilities and records to The Engineer and/or Owner and at reasonable times for the purpose of verifying qualifications of personnel, suitability of equipment, adequacy of methods, analysis of results and reporting methods.

G. Prior to final payment, provide a tabulation of tests performed in connection with the Construction Contract, including conforming, non-conforming, and repeated test results. Tabulation(s) shall be certified as complete, and signed by authorized representative of laboratory, and a copy shall be delivered to The Engineer.

1 In the event that the Prime Contractor is awarded the Prime Contract for this Program, each Team Member agrees to negotiate in good faith and proceed in a timely manner to execute a mutually acceptable subcontract for the work to be performed by the Subcontractor and identified in Exhibit A.

2. The Team Members acknowledge that the subcontract, and any modifications thereto, may be subject to the consent or approval of the Customer. The Prime Contractor agrees to use all reasonable efforts to secure such consent or approval.

3. The subcontract shall include terms and conditions that are required to be flowed down by law, regulation or the Program, such other provisions as the Prime Contractor may reasonably require for the performance of its obligations under the Prime Contract, as well as such other provisions upon which mutual agreement is reached.

4. The award of the subcontract contemplated under this Agreement is subject to all the following conditions:

4.1.1. Award of a Prime Contract to Prime Contractor;

4.1.2. Inclusion in the Prime Contract of subcontract requirements that are substantially similar to those proposed under this Agreement and the Program;

4.1.3. Furnishing by the Subcontractor to Prime Contractor all certifications, representations, and cost and pricing data or basis for exemptions as required by applicable law or regulation, by the Program, or by the Prime Contract;

4.1.4. Customer’s specific approval of Subcontractor as a subcontractor, if required, which approval Prime Contractor shall make a good faith effort to obtain; and

4.1.5. Mutual agreement of the parties to the statement of work, financial terms, and contractual provisions

Each Party shall invoice its share of the Work to the General Contractor, and the General Contractor shall be obliged, by taking into account the invoices received from the other Parties, to bill the Customer for the Work provided under the terms of the Contract.

9.2 Payment Claims

The Parties shall open a joint escrow account at a bank on behalf of the Consortium under which all payments from the Customer are received. The Parties shall inform the bank in which split the received payments from the Customer shall be transferred to the different accounts of each Party. Such payment split shall be based upon the actual Work performed by a Party at the time the payment is being received by the Customer. If the Parties fail to inform the bank within thirty (30) days after reception of the relevant payment of the Customer onto the escrow account, the bank shall automatically split and transfer the received payment from the Customer to the different accounts of the Parties by using the Work Quota stipulated in this Agreement.

A Party shall only claim payment of its performed Work after the relevant payment has been received from the Customer.

9.3 Misdirected Payments

If a Party receives payments to which it is not entitled, it shall immediately forward them to the Party entitled; if this Party cannot be determined within seven (7) calendar days from receipt of payment, they shall be forwarded to the General Contractor.

9.4 Charges

Each Party shall bear the bank charges for handling the payments for its share of the Work.

9.5 Letter of Credit / Payment Milestones

The General Contractor and the Parties shall use their best efforts to include an obligation by the Customer into the Customer Contract to provide a Letter of Credit. In addition, the General Contractor and the Parties shall use their best efforts to include into a potential Customer Contract a payment milestone plan that clearly attributes the payment milestones to the Works of either one of the Parties.

I, _____________________________ [YOUR FULL LEGAL NAME], residing at ___________________________________________________________________________________ [YOUR FULL ADDRESS], hereby appoint ___________________________________ of _________________________, _________________________, ___________________________________, as my Attorney-in-Fact ("Agent").

If my Agent is unable to serve for any reason, I designate ___________________________________, of _________________________, _________________________, _________________________ __________, as my successor Agent.

I hereby revoke any and all general powers of attorney that previously have been signed by me. However, the preceding sentence shall not have the effect of revoking any powers of attorney that are directly related to my health care that previously have been signed by me.

My Agent shall have full power and authority to act on my behalf. This power and authority shall authorize my Agent to manage and conduct all of my affairs and to exercise all of my legal rights and powers, including all rights and powers that I may acquire in the future. My Agent’s powers shall include, but not be limited to, the power to:

1.  Open, maintain or close bank accounts (including, but not limited to, checking accounts, savings accounts, and certificates of deposit), brokerage accounts, and other similar accounts with financial institutions.

a.  Conduct any business with any banking or financial institution with respect to any of my accounts, including, but not limited to, making deposits and withdrawals, obtaining bank statements, passbooks, drafts, money orders, warrants, and certificates or vouchers payable to me by any person, firm, corporation or political entity.

b.  Perform any act necessary to deposit, negotiate, sell or transfer any note, security, or draft of the United States of America, including U.S. Treasury Securities.

c.  Have access to any safe deposit box that I might own, including its contents.

2.  Sell, exchange, buy, invest, or reinvest any assets or property owned by me. Such assets or property may include income producing or non-income producing assets and property.

3.  Purchase and/or maintain insurance, including life insurance upon my life or the life of any other appropriate person.

4.  Take any and all legal steps necessary to collect any amount or debt owed to me, or to settle any claim, whether made against me or asserted on my behalf against any other person or entity.

5.  Enter into binding contracts on my behalf.

6.  Exercise all stock rights on my behalf as my proxy, including all rights with respect to stocks, bonds, debentures, or other investments.

7.  Maintain and/or operate any business that I may own.

8.  Employ professional and business assistance as may be appropriate, including attorneys, accountants, and real estate agents.

9.  Sell, convey, lease, mortgage, manage, insure, improve, repair, or perform any other act with respect to any of my property (now owned or later acquired) including, but not limited to, real estate and real estate rights (including the right to remove tenants and to recover possession). This includes the right to sell or encumber any homestead that I now own or may own in the future.

10.  Prepare, sign, and file documents with any governmental body or agency, including, but not limited to, authorization to:

a.  Prepare, sign and file income and other tax returns with federal, state, local, and other governmental bodies.

b.  Obtain information or documents from any government or its agencies, and negotiate, compromise, or settle any matter with such government or agency (including tax matters).

c.  Prepare applications, provide information, and perform any other act reasonably requested by any government or its agencies in connection with governmental benefits (including military and social security benefits).

11.  Make gifts from my assets to members of my family and to such other persons or charitable organizations with whom I have an established pattern of giving. However, my Agent may not make gifts of my property to the Agent. I appoint ___________________________________, of _________________________, _________________________, _________________________ __________, as my substitute Agent for the sole purpose of making gifts of my property to my Agent, as appropriate.

12.  Transfer any of my assets to the trustee of any revocable trust created by me, if such trust is in existence at the time of such transfer.

13.  Disclaim any interest which might otherwise be transferred or distributed to me from any other person, estate, trust, or other entity, as may be appropriate.

This Power of Attorney shall be construed broadly as a General Power of Attorney. The listing of specific powers is not intended to limit or restrict the general powers granted in this Power of Attorney in any manner.

Any power or authority granted to my Agent under this document shall be limited to the extent necessary to prevent this Power of Attorney from causing: (i) my income to be taxable to my Agent, (ii) my assets to be subject to a general power of appointment by my Agent, and (iii) my Agent to have any incidents of ownership with respect to any life insurance policies that I may own on the life of my Agent.

My Agent shall not be liable for any loss that results from a judgment error that was made in good faith. However, my Agent shall be liable for willful misconduct or the failure to act in good faith while acting under the authority of this Power of Attorney.

I authorize my Agent to indemnify and hold harmless any third party who accepts and acts under this document.

My Agent shall be entitled to reasonable compensation for any services provided as my Agent. My Agent shall be entitled to reimbursement of all reasonable expenses incurred in connection with this Power of Attorney.

My Agent shall provide an accounting for all funds handled and all acts performed as my Agent, if I so request or if such a request is made by any authorized personal representative or fiduciary acting on my behalf.

This Power of Attorney shall become effective immediately and shall not be affected by my disability or lack of mental competence, except as may be provided otherwise by an applicable state statute. This is a Durable Power of Attorney. This Power of Attorney shall continue effective until my death. This Power of Attorney may be revoked by me at any time by providing written notice to my Agent.

Dated ____________________, 20____ at _________________________, _________________________.

YOUR SIGNATURE:

__________________________________
YOUR PRINTED FULL LEGAL NAME:
__________________________________

WITNESS’ SIGNATURE: __________________________________ WITNESS’ PRINTED FULL LEGAL NAME: __________________________________

WITNESS’ SIGNATURE: __________________________________ WITNESS’ PRINTED FULL LEGAL NAME: __________________________________

Acknowledgement:
STATE OF _________________________
COUNTY OF _______________________

The foregoing instrument was acknowledged before me this _____ day of ____________________, 20____ by _____________________________ [YOUR FULL LEGAL NAME], who is personally known to me or who has produced ________________________________ as identification.

_________________________________
Signature of person taking acknowledgment

_________________________________
Name typed, printed, or stamped

_________________________________
Title or rank

_________________________________
Serial number (if applicable)

This document was prepared by:

Name: ___________________________________
Address: ___________________________________
___________________________________

With respect to or in connection with the transaction contemplated under this Agreement, each Party represents and warrants to the other Parties that none of the respective Party, its directors or employees, agents, advisers or consultants or subcontractors employed by the respective Party has ever made or authorized or promised to make or authorize, and the respective Party covenants to the other Parties that any none of the foregoing person will not make or authorize or promise to make or authorize any offer, payment or gift of money or anything of value, directly or indirectly, to any employee, public official or other person or firm employed by or acting for or on behalf of the government, public agency or public enterprise of any country or public international organization or any other person, to whom such offer, payment or gift of money or anything of value is prohibited by any applicable law of any country in order to obtain or retain business or any other improper advantage for the other Parties, its original vendor, the respective Party or any other party related to the transaction contemplated in this Agreement.

10.              (a)        Each Party acknowledges that it may be required to make available to the other Party information protected by patents, trademarks and designs, as well as proprietary systems, designs or processes and technical or business know how (hereinafter referred to as “the Proprietary Information”).

(b)               Each Party commits itself to protect Proprietary Information belonging to the other Party and agrees that it will not disclose any Proprietary Information to a third party otherwise than with the prior express agreement in writing of the other Party.

(c)                A Party shall not acquire any right, title or interest in or to any Proprietary information of the Party.

(d)               The Parties hereby agree to keep confidential and not use for any purpose other than the Pre-Qualification and the Tender any Proprietary Information communicated directly or indirectly by the other Party or brought to their knowledge concerning the Works. Should a Party or a director, officer, employee, agent, servant, parent company, related company or subsidiary of a Party divulge any Proprietary Information to a third party in the course of carrying out the Works, then that Party shall be responsible for ensuring that the confidentiality of the Proprietary Information is maintained by requiring the third party to execute a confidentiality agreement or by some other appropriate means.

(e)                For the purpose of this clause, the definition of Proprietary Information does not include information where:

(i)                 The Party owning the Proprietary Information (hereinafter referred to as “the Owner Party”) has notified the other Party that the information is in the public domain;

(ii)               the Proprietary Information is in the public domain in the same form or medium and arranged, collated or compiled, in the same manner as it was disclosed to the other Parties or created by the Owner Party, through no act, neglect or default of the other Party; or

(iii)             The Owner Party has notified, in writing, the other Party that the Owner Party does not require the other Party to maintain the confidentiality of the Proprietary Information.

Use all erosion control measures necessary to:

(a)          Reduce by the greatest extent practicable the area and duration of exposure of readily redouble soils.

(b)          Protect the soils by use of temporary vegetation, or seeding and much, or by accelerating the establishment of permanent vegetation; complete and protect segments of work as rapidly as consistent with construction schedules.

(c)          Retard the rate of run off from the construction site and control the disposal of runoff.

(d)          Trap sediment resulting from construction by using temporary or

Permanent silt-holding basins; this includes pump; discharges.

(e)          Consistently utilize the approved dust control measure.

(f)           Provide temporary measures for the control of erosion in the event construction operations are suspended for any appreciable length of time.

(g)          Provide protection against discharge of pollutants such as chemicals, fuel, lubricants, and other harmful material into natural waterways.

(h)          Provide self-contained sanitary facilities (e.g. chemical toilets). Collect and dispose of refuse away room the site.

(i)            Surface drainage from cuts and fills within the construction limits, whether or not completed, and from borrow and waste areas shall, if turbidity;-producing materials are reset, be held in suitable sedimentation ponds or shall be graded to control erosion within acceptable limits.

(j)            If required in order to meet the standards of this section, provide and maintain temporary erosion and sediment control measures such as berms, dikes, drains and sedimentation basins until permanent drainage and control facilities are compiled and operative.

(k)          Construct fills and waste areas by selective placement to eliminate surfaces that will erode.