Agreement For Design/build Services on Maximum Cost Basis

AGREEMENT FOR DESIGN/BUILD SERVICES
ON A GUARANTEED MAXIMUM COST BASIS


This Agreement is made and entered into this 19th day of March, 2003, by and between Serologicals Corporation (Owner) and CRB Builders.


In consideration of the mutual covenants and agreements set forth herein, Owner and CRB Builders agree as follows:


ARTICLE 1
GENERAL PROVISIONS


CRB Builders agrees to furnish or arrange for the architectural, engineering and construction services set forth herein and required for completion of the Project.


1.1 Definitions


1.1.1 The Project is the design and construction of Project BETA to be located on property of Owner situated in Lawrence, Kansas.


1.1.2 The Work is the design and/or construction services required to complete the Project.


1.1.3 The Contract Documents, which constitute the entire Agreement between the Owner and CRB Builders, consist of:


.1 This Agreement and all exhibits hereto.


.2 Conceptual and Preliminary Design Documents produced under a
previous Purchase Order and this Agreement.


.3 Final design drawings, construction working drawings and
specifications produced under this Agreement.


.4 Change Orders.


.5 Written amendments to this Agreement.


1.2 Extent of Agreement


The Contract Documents represent the entire agreement between the Owner and CRB Builders and supersede all prior negotiations, representations or agreements. This Agreement shall not be superseded by any provisions of the documents for construction and may be amended only by written instrument signed by both the Owner and CRB Builders. Owner may issue purchase orders to CRB Builders to satisfy Owner's purchasing requirements. It is agreed that the terms and conditions included in such purchase orders shall be considered deleted for purposes of this Project.


ARTICLE 2
CRB BUILDERS RESPONSIBILITIES


2.1 CRB Builders Services


CRB Builders shall furnish or arrange for the following services for execution and completion of the Agreement, which shall constitute the "Work," through its employees or subcontractors.


CRB Builders Page 1 of 13


2.1.1 CRB Builders shall provide the architectural and engineering design for the Project in accordance with the laws of the state in which the Project in located. The design shall be performed with the skill and care which would be exercised by comparable qualified professional architects and engineers performing similar services at the time such services are performed.


2.1.2 CRB Builders will secure the construction building permits necessary for the construction of the Project, on behalf of the Owner.


2.1.3 CRB Builders shall keep such accounts as may be necessary for financial management under this Agreement, and shall furnish the Owner with an estimated cash flow schedule for the Project. CRB Builders shall provide the Owner with a Schedule of Values allocated to major segments of work for the Project.


2.1.4 CRB Builders will provide the Owner with an estimated design and construction schedule for the Project. This Schedule shall indicate the approximate dates for the starting and completion of the various stages of the design and construction, and shall contain the necessary information to allow the Owner to monitor the progress of the Work. It shall be revised as required by the conditions of the Work and those conditions and events which are beyond CRB Builders' control.


2.1.5 CRB Builders will provide all materials and equipment, supervision, inspection, testing, labor, tools, construction equipment and specialty items necessary to execute and complete construction of the Project.


2.1.6 CRB Builders shall take necessary precautions for the safety of its employees on the Work, and shall comply with all applicable provisions of federal, state and municipal safety laws and shall include in all subcontracts provisions which require its subcontractors to be responsible for the safety of their employees on the Work, and to comply with all applicable provisions of federal, state and municipal safety laws. It is agreed that CRB Builders shall have no responsibility for the abatement of safety hazards resulting from work at the job site carried on by other persons or by the Owner's separate contractors, or by the Owner or persons for which it is responsible, and the Owner will comply with, and agree to cause any such separate contractors or persons to comply fully with, all applicable provisions of federal, state and municipal safety laws and regulations.


2.1.7 CRB Builders shall give notices and comply with laws, ordinances, rules, regulations and lawful orders of public authorities relating to the Project.


2.1.8 CRB Builders shall pay royalties and license fees required by the Work. CRB Builders shall defend suits or claims for infringement of patent rights and shall save the Owner harmless from loss on account thereof, except that the Owner shall be responsible for such loss when a particular design, process or product of a particular manufacturer is required by the Owner.


2.1.9 CRB Builders shall keep the premises of the Project free from accumulation of trash and other debris caused by CRB Builders' operation. At the completion of the Work, CRB Builders shall remove from the Project its tools, surplus materials, construction equipment and machinery.


2.1.10 CRB Builders shall prepare Change Orders for the Owner's approval and execution in accordance with this Agreement.


2.1.11 CRB Builders shall maintain in good order at the site one record copy of the drawings, specifications, product data, samples, shop drawings, Change Orders and other Modifications, marked currently to record major changes made during construction. These shall be delivered to the Owner upon completion of the Project and final payment. As-built drawings will be delivered at the end of the project in the format consistent with the original design documents.


2.2 Warranties and Completion


2.2.1 CRB Builders warrants to the Owner that all materials and equipment furnished under this Agreement will be new, unless otherwise specified, and that all construction work will be of good quality, free from improper workmanship and defective materials. This warranty does not include defects caused by Owner modification, abuse, improper maintenance or operation. CRB Builders agrees to correct all work performed by it under this Agreement which proves to be defective in material or workmanship within a period of one (1) year from the date of Substantial Completion as defined in paragraph 5.2.1, provided that this warranty covers equipment, accessories and parts manufactured by others only to the extent of liability to CRB Builders on the part of the manufacturer thereof, and no warranty is provided for Owner provided equipment. Any warranty or guarantee obtained by CRB Builders from any such manufacturer shall be deemed to have been obtained for the benefit of the Owner. The foregoing warranties are in lieu of all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for purpose.


2.2.2 CRB Builders will secure required certificates of inspection, testing or approval required for building construction and deliver them to the Owner.


CRB Builders Page 2 of 13


2.2.3 CRB Builders will collect all equipment manuals and deliver them to the Owner, together with all written warranties from equipment manufacturers, and CRB Builders will have no further obligation with respect to them.


ARTICLE 3
OWNER'S RESPONSIBILITIES


3.1 The Owner shall provide full information regarding its requirements for the Project.


3.2 The Owner shall designate a representative who shall be fully acquainted with the Project, and have authority to approve changes in the scope of the Project, render approvals and decisions promptly, and furnish information expeditiously and in time to meet the dates set forth in the Schedule. The Owner's designated representative is Tom McCall.


3.3 The Owner shall furnish, for the site of the Project, topographical surveys describing the physical characteristics; soils reports and subsurface investigations; legal limitations; utility locations; and a legal description, including a property survey and Project benchmark, and warrant the accuracy of such information.


3.4 The Owner shall secure and pay for necessary approvals, easements, assessments and charges required for the construction, connection, use, or occupancy of permanent structures or for permanent changes in existing facilities.


3.5 The Owner shall furnish such legal services as may be necessary for providing the items set forth in Paragraph 3.4, and such auditing services as it may require.


3.6 If the Owner becomes aware of any fault or defect in the Work or nonconformance with the Drawings or Specifications, it shall give prompt written notice thereof to CRB Builders.


3.7 The Owner shall provide the insurance for the Project as provided in paragraphs 10.4 and 10.5. Owner shall bear the cost of any bonds that it may require to be maintained in connection with the Project.


3.8 The services and information required by the above paragraphs shall be furnished with reasonable promptness at Owner's expense and CRB Builders shall be entitled to rely upon the accuracy and the completeness thereof.


3.9 The Owner shall furnish reasonable evidence to CRB Builders, prior to signing this Agreement, or any time thereafter that sufficient funds are available and committed for the entire Cost of the Project. If CRB Builders elects to proceed with work without having received such evidence, it may stop work upon fifteen (15) days notice if such evidence has not been furnished within a reasonable time after such request.


3.10 The Owner upon reasonable written request shall furnish CRB Builders in writing information which is necessary and relevant for CRB Builders to evaluate, give notice of or enforce Mechanic's Lien rights. Such information shall include a correct statement of the record legal title to the property on which the Project is located, and the Owner's interests therein at the time of execution of the Agreement and, within five (5) days after any change in title.


3.11 The Owner shall have no contractual obligation to CRB Builder's subcontractors and shall communicate with such subcontractors only through CRB Builders.


3.12 The Owner shall pay for all utility connection fees and special facility charges rendered by utilities for connection of permanent utility services to the Project.


ARTICLE 4
SUBCONTRACTS


4.1 All portions of the Work that CRB Builders does shall be performed under subcontracts. CRB Builders shall select competent subcontractors and shall be responsible for the management of the subcontractor's performance of their work.


4.2 A Subcontractor is a person or entity which has a direct contract with CRB Builders to perform any work in connection with the Project. The term Subcontractor does not include any separate contractor employed by the Owner or the separate contractors' subcontractors.


4.3 No contractual relationship shall exist between the Owner and any subcontractor of CRB Builders.


CRB Builders Page 3 of 13


ARTICLE 5
CONTRACT TIME SCHEDULE AND SUBSTANTIAL COMPLETION


5.1 Contract Time


5.1.1 The Work to be performed under this Agreement shall be commenced on or about September 30, 2002, and shall be substantially completed in accordance with the Schedule provided pursuant to Paragraph 2.1.4. Initial design began September 30, 2002 with a Letter of Approval dated October 3, 2002 which shall be considered done under this contract agreement.


5.1.2 The term day as used in the Contract Documents shall mean calendar day, unless otherwise specifically designated.


5.2 Substantial Completion


5.2.1 The Date of Substantial Completion of the Project or a designated portion thereof is the date when construction is sufficiently complete in accordance with the Drawings and Specifications so the Owner can occupy or utilize or, in fact, does occupy or utilize, the Project or designated portion thereof for the use for which it is intended.


5.2.2 The Date of Substantial Completion shall be established by a Certificate of Substantial Completion signed by the Owner and CRB Builders and shall state their respective responsibilities for security, maintenance, heat, utilities, damage to the Work and insurance. This Certificate shall also list the item to be completed or corrected (if any) and fix the time for their completion and correction. Disputes between the Owner and CRB Builders regarding the Certificate of Substantial Completion shall be resolved by arbitration.


5.3 Commencement of Warranties


5.3.1 Warranties called for by this agreement or by the Drawings and Specifications shall commence on the Date of Substantial Completion of the Project or designated portion thereof, as reflected by the Certificate of Substantial Completion.


5.4 Delays


5.4.1 If CRB Builders is delayed at any time in the progress of the Project by any act or neglect of the Owner, by any separate contractor employed by the Owner or by the action of any governmental agency or regulatory body, or by changes ordered in the Project, or by labor disputes, fire, unusual delay in transportation, unusual delay in issuance of building permits or zoning or utility services, unusual delay or shortages in material supplies, adverse weather conditions not reasonably anticipatable, unavoidable casualties, acts of God, or any other causes beyond CRB Builders control, then the Schedule shall be extended for the period of such delay upon application therefor by CRB Builders.


5.4.2 If CRB Builders is delayed by any act or neglect of Owner or by any separate contractor employed by Owner, CRB Builders will be compensated for all costs which it incurs as a result of such delay, and a Change Order will be issued therefor.


ARTICLE 6
CONTRACT PRICE


6.1 Owner agrees to pay CRB for the cost of work as defined in Article 7 and
based on the scope of work as defined in this document. Such payment shall
be in addition to the Contractors Fee stipulated in 6.4.


6.2 The maximum cost to the Owner, including the Cost of Work and the
Contractors Fee will be established as a Guaranteed Maximum Price. This
Guaranteed Maximum Price will be established at a mutually agreeable time
before any substantial construction is commenced. Exhibit A of this
contract defines the Guaranteed Maximum Price.


6.3 For preliminary services prior to agreement of a Guaranteed Maximum Price
Owner shall reimburse CRB for all labor and materials on a cost
reimbursable basis not to exceed Three million and 00/100 Dollars
($3,000,000). The cost for preliminary services will be rol ...