CONSTRUCTION CONTRACT

Standard Form of Agreement Between Owner and

Contractor where the basis of payment is a Stipulated Sum

AIA Document A101 - Electronic Format



- -------------------------------------------------------------------------------- This DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHENTICATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.



The 1987 Edition of AIA Document A20 1. General Conditions of the Contract for Construction , is adopted in this document by reference. Do not use with other general conditions unless this document is modified. This document has been approved and endorsed by The Associated General Contractors of America.



Copyright 1915, 1918, 1925, 1937, 1951, 1958, 1961, 1962, 1967, 1974, 1977, copyright 1987 the American Institute of Architects, 1735 New York Avenue, N.W., Washington, D.C. 20006-5292. Reproduction of the material herein or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecution.



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AGREEMENT made as of the 15th day of December in the year of Nineteen Hundred and Ninety Seven



BETWEEN the Owner: Shared Medical Systems Corporation (Name and address) 51 Valley Stream Parkway

Malvern, PA 19355



and the Contractor: Torcon, Inc. (Name and address) 214 East Grove Street

Westfield, NJ 07091



The Project is: SMS Corporate III, 51 Valley Stream Parkway, and Garage (Name and location)



The Architect is: Ewing Cole Cherry Brott (Nome and address) Federal Reserve Bank Building Independence Mall West

100 North 6th Street

Philadelphia, PA 19106-1590



The Owner and Contractor agree as set forth below.



- -------------------------------------------------------------------------------- AIA DOCUMENT A101 - OWNER-CONTRACTOR AGREEMENT - TWELFTH EDITION - AIA COPYRIGHT 1987 - THE AMERICAN INSTITUTE OF ARCHITECTS, 1735 NEW YORK AVENUE. N.W., WASHINGTON, D.C., 20006-5292. WARNING: Unlicensed photocopying violates U.S. copyright laws and is subject to legal prosecution. This document was electronically produced with permission of the AlA and can be reproduced without violation until the date of expiration noted below.



Electronic Format A101-1987

User Document: A1 01.CON -- 6/25/1997. AIA License Number 100428, which expires on 8/31/1997 - Page #1



ARTICLE 1

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THE CONTRACT DOCUMENTS



1.1 The Contract Documents consist of this Agreement, Conditions of the

Contract (General, Supplementary and other Conditions), Drawings,

Specifications, addenda issued prior to execution of this Agreement,

other documents listed in this Agreement and Modifications issued after

execution of this Agreement: these form the Contract, and are as fully

part of the Contract as if attached to this Agreement or repeated herein.

The Contract represents the entire and integrated agreement between the

parties hereto and supersedes prior negotiations, representations or

agreements, either written or oral. An enumeration of the Contract

Documents, other than Modifications, appears in Article 9.



ARTICLE 2

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THE WORK OF THIS CONTRACT



2.1 The Contractor shall execute the entire Work described in the Contract

Documents, except to the extent specifically indicated in the Contract

Documents to be the responsibility of others.



ARTICLE 3

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DATE OF COMMENCEMENT AND SUBSTANTIAL COMPLETION



3.1 The date of commencement is the date from which the Contract Time of

Paragraph 3.2 is measured. The date of commencement shall be on or about

December 1, 1997, and shall be established by the issuance of a notice to

proceed issued by the Owner to the Contractor. Work to be performed under

this Contract shall be commenced at the earliest, twenty-four hours after

the Waiver of Liens has been filed with the Prothonotary of the County in

which the work is to be performed, and in no event later than five days

after the Notice to Proceed has been issued to the Contractor.



3.2 The Contractor shall achieve Substantial Completion of the entire Work,

including the Work of Alternate No.1 (see paragraph 4.3 below), not later

than March 15, 1999, subject to adjustments of this Contract Time as

provided in the Contract Documents.



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ARTICLE 4

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CONTRACT SUM



4.1 The owner shall pay the Contractor in current funds for the Contractor's

performance of the in current funds for the Contractor's performance of

the Contract the Contract sum of Twenty Nine Million Ninety Five Thousand

Dollars ($29,095,000.00), including Alternate No.1, subject to additions

and deductions as provided in the Contract Documents.



4.2 The schedule of value for the various portions of the Work has been

approved by the Owner and Contractor and is appended hereto.



4.3 The Contract sum is based upon the following Alternates, if any, which

are described in the Contract Documents and are hereby accepted by the

Owner:



(a) Alternate No.1: Assembly Area. Add $1,200,000.00 (included in

Contract Sum).



(b) The cost of the following Alternate, if accepted by the Owner prior

to the expiration date, shall be added to the Contract sum: Alternate

No.3: Workstations. Add $1,300,000.00 (expiration date - December 31,

1997).



4.4 Contractor shall provide Owner with a list of unit prices for materials

supplied under the Contract. If Owner desires to accept the unit prices

for these materials and incorporate them into the Contract terms, Owner

shall initial said list and include it under paragraph 9.1.7 below.



ARTICLE 5

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PROGRESS PAYMENTS



5.1 Based upon Applications for Payment submitted to the owner by the

Contractor and after inspection and review by the Architect, the owner

shall make progress payments on account of the Contract Sum to the

Contractor as provided below and elsewhere in the Contract Documents.



5.2 The period covered by each Application for Payment shall be one calendar

month ending on last day of the month.



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5.3 Provided an Application for Payments is received by the Owner not later

than the 10th day of a month, the Owner shall make payment to the

Contractor not later than the last day of the month. If an Application

for Payment is received by the Owner after the application date fixed

above, the application shall be processed the following month.



5.4 Each Application for Payment shall be based upon the Schedule of Values

approved by the Contractor and the owner and appended to the Contract.

The Schedule of Values shall allocate the entire Contract Sum among the

various portions of the Work and be prepared in such form and supported

by such data to substantiate its accuracy as the Owner may require.

This schedule shall be used as a basis for reviewing the Contractor's

Applications for Payment.



5.5 Applications for Payment shall indicate the percentage of completion of

each portion of the Work as of the end of the period covered by the

Application for Payment.



5. 6 Subject to the provisions of the Contract Documents, the amount of each

progress payment shall be computed as follows:



5.6.1 Take that portion of the Contract Sum properly allocable to completed

Work as determined by multiplying the percentage completion of each

portion of the Work by the share of the total Contract Sum allocated to

that portion of the Work in the Schedule of Values, less the retainage

of ten percent (10%). Pending final determination of cost to the Owner

of changes in the Work, amounts not in dispute may be included as

provided in Subparagraph 7.3.7 of the General Conditions even though

the Contract Sum has not yet been adjusted by Change Order;



5.6.2 Add that portion of the Contract Sum properly allocable to materials

and equipment delivered and suitably stored at the site for subsequent

incorporation in the completed construction (or, if approved in advance

by the Owner, suitably stored off the site at a location agreed upon in

writing), less retainage of ten percent (10%);



5.6.3 Subtract the aggregate of previous payments made by the Owner; and



5. 6. 4 Subtract amounts, if any, for which the Owner has withheld or nullified

Payment as provided in Paragraph 9.5 of the General Conditions.



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5.7 The progress payment amount determined in accordance with Paragraph 5.6

shall be further modified under the following circumstances:



5.7.1 Add, upon Substantial Completion of the Work, a sum sufficient to

increase the total payments to ninety-nine percent (99%) of the Contract

Sum, less one hundred ten percent (110%) of such amounts as the owner

shall determine for incomplete Work and unsettled claims; and



5.7.2 Add, if final completion of the Work is thereafter materially delayed

through no fault of the Contractor, any additional amounts payable in

accordance with Subparagraph 9.10.3 of the General Conditions.



5.7.3 Notwithstanding the releases of retainage set forth above, the Architect

may, at any time after fifty percent (50%) of the Work has been

completed, if satisfactory progress is being made, and with written

Consent of Surety (if required) recommend that any and all of the

remaining partial payments be paid in full. This recommendation shall not

be binding on Owner, who may or not act on the recommendation, as Owner

deems appropriate.



5.8.1 At the next progress payment after the 60th day following certification

by Owner of the full completion by Contractor of any category of Work

contained in the Schedule of Values, Owner shall release to Contractor

fifty percent (50%) of the retainage being held by Owner for that

category of Work, if not previously released pursuant to Subparagraph

5.7.1 above.



5.8.2 Owner shall not withhold retainage for the categories of Work listed as

"General Conditions", "Permit" or "Bond" in making Progress Payments for

such items; and, the payment upon Substantial Completion of the Work to

be made pursuant to Subparagraph 5.7.1 above shall be increased to

include the one percent of "General Conditions", "Permits" and "Bond". A

detailed schedule of Work described as "General Conditions" shall be

appended as a part of paragraph 9.1.7.



ARTICLE 6

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FINAL PAYMENT



6.1 Final payment, constituting the entire unpaid balance of the Contract

Sum, shall be made by the owner to the Contractor when (1) the Contract

has been fully performed by the Contractor except for the Contractor's

responsibility to correct nonconforming Work as provided in Subparagraph

12.2.2 of the General Conditions and to satisfy



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other requirements, if any, which necessarily survive final payment; and

(2) Contractor has posted its Warranty Bond as provided in Subparagraph

17.5 of the General Conditions; such final payment shall be made by the

Owner not more than 30 days after verification by the Owner of

Contractor's compliance with (1) and (2) above.



ARTICLE 7

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MISCELLANEOUS PROVISIONS



7.1 Where reference is made in this Agreement to a provision of the General

Conditions or another Contract Document, the reference refers to that

provision as amended or supplemented by other provisions of the Contract



7.2 Payments due and unpaid under the Contract shall bear interest from the

tenth (10th) day after the date payment is due at the rate stated below,

or in the absence thereof, at the legal rate prevailing from time to time

at the place where the Project is located.



7.3 Other provisions:



7.3.1 WAIVER OF LIENS - The Contractor, for itself and all of its

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Subcontractors, materialmen and all parties acting through or under it,

covenants and agrees that no mechanics' or materialmen's claims or liens,

or the like shall be filed or maintained by it, them or any of them

against the building or buildings to be erected under the terms of this

Contract or the lot or parcel of ground upon which it is to be erected,

for or on account of, any work done or materials furnished by it, them or

any of them, under this Contract, for, toward, or about the erection of

the said building or buildings; and the Contractor, for itself, its

Subcontractors, or materialmen and all other persons under it, them or

any of them, expressly waives and relinquishes the right to have, file or

maintain any mechanics' or materialmen's lien or claim against said

building or buildings or the ground appurtenant thereto and this

agreement waiving the right of lien shall be an independent covenant.



Without in any way diminishing or affecting this absolute prohibition

against liens, the Contractor agrees to incorporate into each subcontract

entered into by it under which labor or materials are furnished in the

course of the erection and construction of the said building or

buildings, an independent covenant by the terms of which each and every

Subcontractor furnishing such labor and/or materials shall, for himself

and any one acting under him specifically waive therein the right to file

or maintain any such mechanics' or materialmen's lien or claim. The

Contractor further agrees to execute a separate Waiver of Liens which

shall be filed in the Of f ice of the Prothonotary of the County in which

the site is located, prior to the physical commencement of the Work

called for by this Contract.



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7.3.2 The Contractor agrees to execute the Certification of Compliance pursuant

to the provisions of Act No. 222 (P.S. 35 paragraph 7201.101 et seq.),

known as the Building Energy Conservation Act.



7.3.3 INDEMNIFICATION- The Contractor agrees to indemnify and hold harmless the

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owner, the Architect, Architect's Consultants, and agents and employees

of any of them from and against all claims, damages, losses or expenses,

including, but not limited to, attorneys' fees, arising out of or

resulting from negligence or intentional, willful, wanton or reckless

misconduct by Contractor, its subcontractor, their subcontractors, or

anyone acting on behalf , through, under or in any other manner for any

of them in any way relating to the performance of the Work, which results

in, inter alia:



(1) bodily injury, sickness, disease or death;



(2) injury to or destruction of tangible property (other than the Work

itself), including the loss of use resulting therefrom;



(3) governmental fines and/or penalties of any kind whatsoever;



(4) corrective measures required under the Federal Occupational Safety

and Health Act (hereinafter referred to as OSHA);



(5) delay in completion of the Work beyond the Contract Time, as

defined in Article 8 of the General Conditions, caused by

proceedings under OSHA.



This indemnification agreement in favor of the Owner shall be applicable

and the Owner, its agents, and employees or any of them, shall be

indemnified as long as there is no determination by a court of competent

jurisdiction that any of the causes listed in items (1) through (5) which

is the basis of the claim, was caused by sole negligence of the Owner,

its agents and employees of any of them.



This indemnification agreement in favor of the Architect, Architect's

consultants and agents, and employees of any of them, shall be applicable

and the Architect, Architect's consultants and agents, and employees of

any of them, shall be indemnified completely as long as there is no

determination by a court of competent jurisdiction that any of the causes

listed in (1) through (5) which is the basis of the claim, was caused by

the sole negligence of the Architect, Architect's consultants and agents

and employees of any of them. The obligation of the Contractor under



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this paragraph 7.3.3 shall not extend to the liability of the Architect,

the Architect's Consultants, and agents and employees of any of them

arising out of (1) the preparation or approval of maps, drawings,

opinions, reports, surveys, change orders, design or specifications, or

(2) the giving of or failure to give directions or instructions by the

Architect, the Architect's Consultants, and agents and employees of any

of them, provided such giving of failure to give is the primary cause of

the injury or damage.



The Contractor agrees that, pursuant to this indemnification provision,

it will pay the attorney's fees, expenses, judgments and settlements made

by or on behalf of the Owner, its agents and employees of any of them,

arising out of claims related to this Project unless and until there

should be a finding by a court of competent jurisdiction that the damages

alleged were caused by the sole negligence or fault or the owner, its

agents and employees of any of them.



The Contractor also agrees that he will maintain liability insurance

coverage as to the risk stated in this article naming the Owner and the

Architect as additional insured.



Such obligation shall not be construed to negate, abridge, or otherwise

reduce any other right or obligation of indemnity which would otherwise

exist as to any party or person described in this Paragraph.



7.4 (a) In lieu of 2" insulated units at windows, 1-1/4" units will be

used with a STC 40 rating.



(b) Acceptance of Alternate No.3 will add one month to the

construction schedule.



ARTICLE 8

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TERMINATION OR SUSPENSION



8.1 The Contract may be terminated by the Owner or the Contractor as provided

in Article 14 of the General conditions.



8.2 The work may be suspended by the owner as provided in Article 14 of the

General Conditions.



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ARTICLE 9

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ENUMERATION OF CONTRACT DOCUMENTS



9.1 The Contract Documents, except for Modifications issued after execution

of this Agreement, are enumerated as follows:



9.1.1 The Agreement is this executed Standard Form of Agreement Between Owner

and Contractor, AIA Document A101, 1987 Edition.



9.1.2 The General Conditions are the General Conditions of the Contract for

Construction, AIA Document A201, 1987 Edition, as initialed by Contractor

and Owner.



9.1.3 The Supplementary and other Conditions of the Contract are those



contained in the Project Manual and are as follows: See Exhibit "A"

attached hereto



9.1.4 The Specifications are those contained in the Project Manual dated as in

Subparagraph 9.1.3, and are as follows: See Exhibit "A" attached hereto



9.1.5 The Drawings are as follows, and are dated unless a different date is

shown below: See Exhibit "A" attached hereto



9.1.6 The addenda, if any, are as follows: See Exhibit "A" attached hereto



Portions of addenda relating to bidding requirements are not part of the

Contract Documents unless the bidding requirements are also enumerated in

this Article 9.



9.1.7 Other documents, if any, forming part of the Contract Documents are as

follows:



9.1.8 The inclusion of any sample contract terms in any document listed in

subparagraph 9.1.3 through 9.1.7 above shall not be deemed to be the

adoption of those terms or their inclusion as Contract Terms. The terms

of this Contract shall be only those terms contained in the documents

listed in 9.1.1 and 9.1.2 above, or in any amendment to either of them

signed by Owner and Contractor, or those terms otherwise specifically

incorporated in any of those documents by reference.



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This Agreement is entered into as of the day and year first written above

and is executed in at least three original copies of which one is to be

delivered to the Contractor, one to the Architect for use in the

administration of the Contract, and the remainder to the Owner.



OWNER: CONTRACTOR: SHARED MEDICAL SYSTEMS CORPORATION TORCON, INC.



By: /s/ Michael B. Costello By: /s/ Joseph A. Torcivia

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(Signature) (Signature)



(Printed name and title) (Printed name and title) Michael B. Costello Joseph A. Torcivia Vice President Ex. Vice President ATTEST: ATTEST:



By: /s/ William C. Pyne By: /s/ Michael Preston

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REVISED GENERAL CONDITIONS OF THE CONTRACT FOR CONSTRUCTION

AIA DOCUMENT A201 - ELECTRONIC FORMAT - --------------------------------------------------------------------------------



THIS DOCUMENT HAS IMPORTANT LEGAL CONSEQUENCES: CONSULTATION WITH AN ATTORNEY IS ENCOURAGED WITH RESPECT TO ITS COMPLETION OR MODIFICATION. AUTHORIZATION OF THIS ELECTRONICALLY DRAFTED AIA DOCUMENT MAY BE MADE BY USING AIA DOCUMENT D401.



This document has been approved and endorsed by the Associated General Contractors of America.



Copyright 1911, 1915, 1918, 1925, 1927, 1951, 1958, 1961, 1963, 1967, 1970, 1976, 1987 by The American Institute of Architects, 1735 New York Avenue N.W., Washington D.C., 20006-5292. Reproduction of the material or substantial quotation of its provisions without written permission of the AIA violates the copyright laws of the United States and will be subject to legal prosecutions.





TABLE OF ARTICLES

1. GENERAL PROVISIONS 12. UNCOVERING CORRECTION OF

WORK

2. OWNER

13. MISCELLANEOUS PROVISIONS

3. CONTRACTOR

14. TERMINATION OR SUSPENSION

4. ADMINISTRATION OF THE CONTRACT OF THE CONTRACT



5. SUBCONTRACTORS 15. WATCHMAN



6. CONSTRUCTION BY OWNER OR BY 16. REMOVAL AND/OR RELOCATION

SEPARATE CONTRACTORS RELOCATION OF EXISTING

PIPES, CONDUITS, ETC.

7. CHANGES IN THE WORK

17. WARRANTIES

8. TIME

18. STANDARDS, REGULATIONS

9. PAYMENTS AND COMPLETION ...