Design/build Contract

CONTRACT

BETWEEN

ALADDIN GAMING, LLC ("OWNER")

AND

FLUOR DANIEL, INC. ("DESIGN/BUILDER")

FOR

DESIGN/BUILD SERVICES


This Contract made this 4th day of December, 1997 (Effective Date), by and between Aladdin Gaming, LLC ("Owner"), a Nevada limited liability company with offices at 2810 West Charleston Boulevard, Suite F-58, Las Vegas, Nevada 89102 and Fluor Daniel, Inc. ("Design/Builder"), a California corporation with offices at 3335 Michelson Drive, Irvine, California 92698, may hereinafter be referred to as "Contract" or "Agreement".


BACKGROUND


Owner desires to retain the services of Design/Builder to perform pre-construction and design/build services pertaining to the demolition and renovation of existing structures and construction of new structures and associated infrastructure. Design/Builder desires to provide such services in accordance with the terms and conditions set forth in this Contract.


AGREEMENT


NOW, THEREFORE, in consideration of the mutual covenants contained herein and other valuable consideration, the parties agree as follows:


ARTICLE 1


DEFINITIONS


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For the purpose of this Contract, the following terms shall have meanings ascribed to them below:


1.1 "Design/Builder" - Design/Builder means Fluor Daniel, Inc.


1.2 "Drawings", "Specifications" and/or "Plans" shall mean all those documents prepared by Design/Builder, approved by Owner and set forth in Attachment E - including the final set of plans and specifications used for the construction of the Project.


1.3 "Owner"- Owner means the Aladdin Gaming LLC or its successor or permitted assign or Owner Representative as defined in paragraph 1.4 below.


1.4 "Owner Representative" - Owner Representative means Tishman Realty and Construction Co. ("Tishman") or any other entity acting as on-site representative of Owner designated by Owner in writing as the Owner Representative for this Contract. In no event shall there be more than one entity at a time designated as the Owner Representative.


1.5 "Project" - Project means the new Aladdin Hotel & Casino, the London Clubs International facilities, parts of the retail shell and associated parking facilities located in Clark County, Nevada and as further described and illustrated in Attachments A and E.


1.6 "Architect of Record" or "Engineer" shall mean ADP/FD of Nevada, Inc., a Nevada corporation and/or its successor in interest.


1.7 "Services" or "Work" shall mean all design, engineering, pre-construction services, materials, equipment, components, and other items of any nature covered by this Contract and to be provided or performed by Design/Builder, its consultants and lower tier subcontractors, including responsibilities and obligations relative to punch list items and warranty after acceptance. "Services" will also include Article 3.1 herein.


1.8 "Contract Documents" consist of the Contract and all the Attachments thereto, including all modifications made thereto.


1.9 "Consultants" shall mean all engineering and specialty consulting firms retained by Design/Builder, the coordination and management of whom shall be the responsibility of Design/Builder.


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1.10 "Lender" is the bank or other financial institution or entity providing Owner with funds to pay for the Work.


Other defined terms shall be deemed to have the meaning ascribed to them in General Conditions, Attachment D.


ARTICLE 2


CONTRACT ATTACHMENTS


This Contract shall include the following attachments:


Attachment A: Scope of Services


Attachment B: Invoicing Format


Attachment C : Lien Waiver (Partial and Final)


Attachment D: General Conditions


Attachment E: GMP/Baseline Design Development Documents


Attachment F: Progress Schedule


Attachment G: Payment


Attachment H: Incentive Bonus


Attachment I: Insurance


Attachment J: Tests Furnished By Design/Builder


Attachment K: Permit Responsibility Matrix


Attachment L: Design/Builder's Key Personnel


Attachment M: Consultants To Be Retained By Design/Builder


Attachment N: Bonds and Guarantee


Attachment O: Subcontractor Bid Package


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Attachment P: Letter of Credit


Attachment Q: Construction Site Logistics and Staging Plan


In the event this Contract and/or its Attachments contain any inconsistency, such inconsistencies shall be resolved by giving precedence in the following order:


- the Contract (Articles 1-27)


- Attachment D: General Conditions


- Attachment E: GMP/Baseline Design Development Documents


- Attachment A: Scope of Services


- Other Attachments and Documents


provided, however, that to the extent any of the Attachments expand upon the rights and obligations of the parties set forth herein, such provisions shall be deemed to be consistent with this Contract, yielding the broadest interpretation of the Contract.


ARTICLE 3


SCOPE OF SERVICES


3.1 DESIGN/BUILD SERVICES. The scope of the Design/Build Services (hereinafter referred to as "Services" or "Work") will be as set forth in the Attachments including, without limitation, Attachment A, D and E. The Services, whether performed by Design/Builder or its subcontractors, shall be performed by qualified design professionals, construction contractors and suppliers, licensed as required by law, selected and paid by Design/Builder. Nothing in this Article 3 shall create any professional obligation or contractual relationship between such persons and Owner.


3.2 Owner shall pay for the Phased Design And Construction Plan Review Fee (as defined in the Clark County Building Code - 1997), off-site impact fees, water/sewer tap fees, zoning variances and other government approval fees necessary for the Project; however, Design/Builder shall be responsible for preparing all the necessary paperwork, supporting data and revisions required for government permitting and approval. Design/Builder shall be responsible for ensuring that all the design and


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construction related paperwork, supporting data and revisions required for government permitting and approval is timely furnished to Owner to allow commencement of construction of the Project and completion of the Project in accordance with this Contract. Notwithstanding the above, Design/Builder is not accountable for paperwork that can only be furnished by Owner.


3.3 Subject to Subsection 2.9.10 of the General Conditions, Attachment D, the Owner Representative shall participate with Design/Builder in the negotiation of all subcontracts and purchase orders for the Work and Services to be performed and all said subcontracts and purchase orders shall be let subject to the written approval (said approval shall be made within five (5) days from receipt of Design/Builder's written recommendation) of Owner or the Owner Representative.


ARTICLE 4


COST OF THE SERVICES


4.1 GUARANTEED MAXIMUM PRICE. Design/Builder shall be paid on a Guaranteed Maximum Price ("GMP") basis as described in Attachment G. Subject to additions and deductions which may be made in accordance with the Contract Documents, Design/Builder agrees that the total costs payable by Owner for the Work described in Attachments A and E shall not exceed a Guaranteed Maximum Price of Two Hundred Sixty-Seven Million Dollars ($267,000,000.00), as set forth in Attachment G. Design/Builder agrees to honor the GMP provided that the Notice to Proceed is received on or before February 1, 1998. In the event that the Notice to Proceed is not received on or before February 1, 1998, Design/Builder reserves the right to revise the GMP. In the event that the Notice to Proceed is not received on or before March 1, 1998, Design/Builder may terminate this Contract without any further obligation.


4.2 The Design/Builder's General Conditions Costs shall not exceed the lump sum amount of Sixteen Million Five Hundred Eighty-Eight Thousand Two Hundred Fifteen Dollars ($16,588,215.00) and shall consist of those costs described in Section 3 of Attachment G and more specifically set forth in Appendix 1 attached thereto. Design/Builder acknowledges and agrees to notify the Owner Representative if any General Conditions Costs are reallocated to a trade subcontract.


4.3 DESIGN/BUILDER'S RESPONSIBILITY FOR TAXES AND FEES. Only those taxes and fees directly attributable to the Work are allowable costs pursuant to the provisions of Attachment G. It is expressly understood that the Guaranteed Maximum Price includes all federal, state and local taxes, duties, excise taxes, personal taxes on equipment and property owned by Design/Builder, and income taxes including, without


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limitation, the following state and local taxes: Sales and Use Taxes, Initial and Annual Corporate Filing Fees, Business Privilege Tax, Realty and Tangible Personal Property Taxes (on property owned by Design/Builder), Contractors' Licenses and Occupational Taxes, Local License Taxes, Unemployment Insurance Taxes, and Motor Carrier and Fuel Taxes. The payment of all other taxes are Owner's responsibility.


ARTICLE 5

PERFORMANCE/PAYMENT BONDS/CORPORATE GUARANTEE


5.1 Design/Builder, in lieu of furnishing full performance and payment bonds, shall provide a creditworthy corporate guarantee from its parent the Fluor Corporation. The guarantee must be acceptable to Lender and it shall cover all of Design/Builder's obligations under this Contract. The guarantee shall be in the form as set forth in Attachment N(3).


5.2 Performance and payment bonds (issued by a surety listed in the Treasury Department listing published in the Federal Register, licensed in the State of Nevada and rated by the A.M. Best Company as "A" or better) are required from each of Design/Builder's Subcontractors; however, upon the parties's mutual consent, a Subcontractor may provide a creditworthy corporate guarantee in lieu of furnishing said bonds. Performance and payment Bonds shall be in the form as set forth in Attachment N(1) and N(2).


ARTICLE 6


CHANGES IN SERVICES


6.1 RIGHT TO MAKE CHANGES. Owner may make changes in the Services in accordance with Section 18.0 of the General Conditions, Attachment D.


ARTICLE 7


INSURANCE


7.1 The parties have elected to implement a Controlled Insurance Program ("CIP") whereby Owner shall reimburse Design/Builder for all associated premiums and costs which will provide General Liability (including Contractual Liability), Workers'


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Compensation, Excess Liability, Builders Risk and Transit coverages for Design/Builder and all Subcontractors of any tier. The terms and conditions of the CIP are set forth in Attachment I annexed hereto. Design/Builder acknowledges that, unless otherwise specified, each policy it procures must: 1) identify Owner as a Named Insured, 2) identify Tishman Realty & Construction Co., Inc. and the Owner's lender(s) as Additional Insured(s), 3) identify Aladdin Bazaar, LLC as Additional Insured and 4) must contain full waivers of subrogation.


ARTICLE 8


INDEMNIFICATION


8.1 Design/Builder shall indemnify Owner in accordance with the terms and provisions set forth in Section 12.0 of the General Conditions, Attachment D.


ARTICLE 9


OBLIGATIONS


9.1 EXECUTION OF CONTRACT OBLIGATIONS. Design/Builder's execution of its obligations as set forth under this Contract shall be subject to the approval of Owner Representative; provided, however, such approval by Owner Representative shall not relieve or discharge Design/Builder, either expressly or by implication, from any responsibility under this Contract. Approval by the Owner Representative shall not be unreasonably withheld. Design/Builder acknowledges that approval by the Owner Representative shall not constitute a waiver of Design/Builder's obligations to perform the Work and Services in accordance with the requirements of the Contract.


9.2 Design/Builder acknowledges that a specified portion of the Work is to be performed for the benefit of Aladdin/Bazaar, LLC, a Nevada limited liability company. Said portion of the Work to be performed for the benefit of Aladdin/Bazaar, LLC shall be known as the "Retail Shell" and is more specifically defined in Attachment E, GMP/Baseline Development Documents. Notwithstanding the above, Aladdin/Bazaar, LLC is not a third-party beneficiary of this Agreement and its involvement in any meetings, negotiations or decisions related to the Retail Shell or the overall Project shall not convey or be construed to impart third-party beneficiary status. Design/Builder shall not be obligated to take direction from Aladdin Bazaar, LLC; therefor all instruction ...