TABLE OF CONTENTS

SECTION I - ARTICLES

• Article 1 - SCOPE OF WORK
• Article 2 - ALLOWABLE COST AND PAYMENT
• Article 3 - SUPERSEDING EFFECT
• Article 4 - INTERPRETATION
• Article 5 - AMENDMENT
• Article 6 - SUBCONTRACTS
• Article 7 - ASSIGNMENT OF CONTRACT
• Article 8 - ASSIGNMENT OF CLAIMS
• Article 9 - CONTRACT ADMINISTRATION
• Article 10 - TECHNICAL OVERSIGHT
• Article 11 - CHANGES
• Article 12 - RESPONSIBILITY FOR SUPPLIES
• Article 13 - TOTAL AGREEMENT

• General Provision 1 - GOVERNING LAW AND VENUE
• General Provision 2 - INTELLECTUAL PROPERTY
• General Provision 3 - COMPLIANCE WITH INTERNATIONAL, FEDERAL, STATE, AND LOCAL LAWS
• General Provision 4 - DISPUTE RESOLUTION
• General Provision 5 - STOP WORK ORDER
• General Provision 6 - TERMINATION
• General Provision 7 - WARRANTY
• General Provision 8 - LIMITATION OF LIABILITY
• General Provision 9 - INSURANCE AND INDEMNIFICATION
• General Provision 10 - DEFAULT
• General Provision 11 - NON-DISCRIMINATION
• General Provision 12 - KEY PERSONNEL AND FACILITIES
• General Provision 13 - OFFICIAL NOTICES

  • ATTACHMENT A - Statement of Work (Final, negotiated version)
  • ATTACHMENT B - Contract Cost and Payment Schedule (Final, negotiated version)
  • ATTACHMENT C - Updated Manufacturer Proposal (Final, negotiated version)

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THIS CONTRACT is made this _____ day of ????, 1997, by and between the LARGE BINOCULAR TELESCOPE CORPORATION (LBTC), and YYYYYYY (the Supplier)

RECITALS:

WHEREAS, LBTC, an Arizona Nonprofit Corporation, is a collaboration between: The University of Arizona,Tucson, Arizona; the Italian astronomical community, which is represented by the Arcetri Astrophysical Observatory, Florence, Italy; the Research Corporation of Tucson, Arizona; The Ohio State University of Columbus, Ohio; and the LBT Beteiligungsgesellschaft, a consortium of German Astronomy Research Institutions. The broad purpose of LBTC is to carry out scientific research and education in astronomy by constructing and then operating the Large Binocular Telescope (LBT) as a facility at the Mt. Graham International Observatory, near Safford, Arizona

WHEREAS, the Large Binocular Telescope Project Office (LBTPO), as the authorized agent of the LBTC, is responsible for the design, procurement, and construction of the altitude/azimuth binocular telescope with two 8.4-meter mirrors.

WHEREAS, the Supplier YYYYYYY

CONTRACT:

NOW, THEREFORE, the LBTC and the Supplier agree as follows:

SECTION I - ARTICLES

Article 2 - ALLOWABLE COST AND PAYMENT

The negotiated fixed-price contract cost and payment schedule has been included in Attachment B, Fixed-Price Contract Cost and Payment Schedule.

Payment schedules and conditions will be negotiated within the framework of the following:

2.1 If requested by the LBTC, the Supplier shall furnish a breakdown of the total contract price showing the amount included therein for each principal category of the work to provide a basis for determining progress payments.

2.2 All material and work covered by progress payments made shall, at the time of payment, become the sole property of the LBTC, but this shall not be construed as:

• Relieving the Supplier from the sole responsibility for all material and work upon which payments have been made or the restoration of any damaged work; or
• Waiving the right of the LBTC to require the fulfillment of all of the terms of the contract.

2.3 The LBTC shall pay the amount due the Supplier under this contract after:

• Completion and acceptance of all work;

• Presentation of a properly executed invoice; and

• Presentation of release of all claims against the LBTC arising by virtue of this contract, other than claims, in stated amounts, that the Supplier has specifically excepted from the operation of the release. A release may also be required of the assignee if the Supplier's claim to amounts payable under this contract has been assigned.

2.4 Invoices--Invoices shall be submitted in duplicate to:

The Large Binocular Telescope Project Office
Steward Observatory
The University of Arizona
Tucson, AZ 85721-0065 USA

2.5 The Supplier shall submit invoices in an original and one (1) copy. All invoices submitted pursuant to this Contract shall be subject to payment terms of net thirty (30) days, measured from receipt of the invoice by the LBTC. The invoice shall contain the invoice number and date, contract number, and period billed.

2.6 As assurance that the invoices have been reviewed by a responsible official within the Supplier's organization, each invoice shall be certified as follows:

"I hereby certify that the above bill is correct and just, that payment therefor has not been received, and that the bill is presented with the knowledge that the amount paid hereunder will become the basis of a claim against the LBTC."

_________________________________________

Authorized Signature

Article 5 - AMENDMENT

Article 6 - SUBCONTRACTS

Article 7 - ASSIGNMENT OF CONTRACT

Article 8 - ASSIGNMENT OF CLAIMS

Article 9 - CONTRACT ADMINISTRATION

Article 10 - TECHNICAL OVERSIGHT

Representatives from the LBTC shall have the right, at all reasonable times, to come on the premises of the Supplier and inspect the work being performed hereunder. Such visits shall include the right to discuss with appropriate personnel the work being performed and the progress thereof. All such visits shall be at the expense of the LBTC.

Technical direction to the supplier, to be valid, shall:

• Be issued in writing, consistent with the general scope of the work set forth in this Contract, and

• Not commit the LBTC to an adjustment in the estimated or authorized costs or other Contract provisions.

In the event any such technical direction is interpreted by the Supplier to fall within the clause of this subcontract entitled, "Changes," the Supplier shall:

10.1 Immediately stop all work on the task for which the technical direction was intended and all work on those associated tasks that are directly affected with the subject task.

10.2 Not implement such direction but shall notify the LBTPO in writing of such interpretation within three (3) working days after receipt of such direction. Such notice shall include the reasons upon which the Supplier bases its belief that the technical direction falls within the preview of the "Changes" clause, and provide information on costs, schedule delays and any other contractual impact that would result from implementing the technical direction.

10.3 If, after reviewing the information presented pursuant to the Supplier's notification that the technical direction falls within the purview of the "Changes" clause, the LBT Project Office agrees that the direction is within the purview of the "Changes" clause and considers such change desirable, unilateral direction to proceed pursuant to the "Changes" clause shall be issued.

11.1 The LBTPO may at any time issue written directions within the general scope of this Contract, requiring additional work or directing the omission of or variation in work covered by this Contract.

11.2 If any such direction causes an increase or decrease in the cost of, or the time required for, performance of any part of the work under this Contract, whether or not changed by any such direction, or otherwise affects any other provisions of this Contract, an equitable adjustment shall be made in the (i) the Contract cost, delivery or completion schedule, or both; and (ii) other affected terms, and the Contract shall be modified accordingly.

11.3 Any claim for adjustment under this Article must be asserted within thirty (30) days from the date of receipt by the Supplier of the notification of change.

11.4 The LBTPO may require change order accounting when deemed necessary. The Supplier, for each change or series of related changes, shall maintain separate accounts, by job order or other suitable accounting procedure, of all incurred segregable, direct costs (less allocable credits) of work, both changed and not changed, allocable to the change. The Supplier shall maintain such accounts until the parties agree to an equitable adjustment for the changes order by the LBTPO.

11.5 Except as provided by paragraph 11.6 below, nothing contained in this Article shall excuse the Supplier from proceeding with the prosecution of the work as modified.

11.6 Notwithstanding the provisions of paragraphs 11.1 and 11.2 above, the fixed- price cost of this Contract shall not be increased or considered to be increased except by specific written modification of the Contract indicating the new Contract fixed-price cost. Until this modification is made, the Supplier shall not be obligated to continue performance or incur costs beyond the established fixed-price cost.

Article 12 - RESPONSIBILITY FOR SUPPLIES

12.1 Title to supplies furnished under this Contract shall pass to the LBTC upon formal acceptance by LBTPO, regardless of when or where the LBTPO takes physical possession, unless the Contract specifically provides for earlier passage of title.

12.2 Unless the Contract specifically provides otherwise, risk or loss or damage to supplies shall remain with the Supplier until, and shall pass to LBTC upon:

• Delivery of the supplies to a carrier, if transportation is f.o.b. origin; or
• acceptance by the LBTPO or delivery of the supplies to LBTC at the destination specified in the Contract, whichever is later, if transportation is f.o.b. destination.

12.3 The risk of loss of or damage of nonconforming supplies remains with the Supplier until correction or acceptance.

12.4 The Supplier shall not be liable for loss of or damage to supplies caused by the negligence of officers, agents, or employees of LBTC acting within the scope of their employment.

Article 13 - TOTAL AGREEMENT

In Witness whereof the parties hereto have executed this Contract with the effective date as shown on page one (1) of this document.

FOR SUPPLIER WXYZ, INC.

BY________________________________________

TYPED________________________________________

TITLE________________________________________

DATE ________________________________________

FOR THE LBT CORPORATION

BY________________________________________

TYPED________________________________________

TITLE________________________________________

DATE ________________________________________

SECTION II - GENERAL PROVISIONS

General Provision 2 - INTELLECTUAL PROPERTY

General Provision 3 -

The Supplier, in all matters relating to this contract, shall be acting as an independent contractor. Neither the Supplier nor any of the persons furnishing materials or performing work or services which are required by this Contract shall be considered employees of the LBTC.
The Supplier, at its own expense, shall comply with such laws, and assume all obligations imposed by any one or more of such laws with respect to this Contract.

General Provision 4 - DISPUTE RESOLUTION

4.1 Mediation.

Neither party shall commence an arbitration proceeding unless such party shall first give a written notice (a "Dispute Notice") to the other party setting forth the nature of the dispute. The parties shall attempt in good faith to resolve the dispute by mediation under the Commercial Mediation Rules of the American Arbitration Association (AAA) in effect on the date of the Dispute Notice. If the parties cannot agree on the selection of a mediator within twenty (20) days after delivery of the Dispute Notice, the mediator will be selected by the AAA. If the dispute has not been resolved by mediation as provided above within sixty (60) days after delivery of the Dispute Notice, then the dispute shall be determined by arbitration.

4.2 Arbitration

4.2.1 Any dispute that is not settled through mediation shall be resolved by arbitration in Tucson, Arizona, governed by the Federal Arbitration Act, 9 U.S.C. § 1 et seq, and administered by the American Arbitration Association under its Commercial Arbitration Rules in effect on the date of the Dispute Notice. In the event the parties cannot agree on a mutually acceptable single arbitrator from the one or more lists submitted by the AAA, the AAA shall designate three persons who, in its opinion, are qualified to act as arbitrators in this matter. Each party shall be entitled to strike one of such three designees on a peremptory basis, indicating its order of preference with respect to the remaining designees, and the selection of the arbitrator(s) shall be made from among such designee(s) which have not been so stricken by either party in accordance with their indicated order of mutual preference. The arbitrator(s) shall base their award on applicable law and judicial precedent and, unless both parties agree otherwise, shall include in such award the findings of fact and conclusions of law upon which the award is based. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

4.2.2 Notwithstanding the foregoing, in the event the dispute is determined other than by the unanimous decision of three arbitrators, upon the application by either party to a court for an order confirming, modifying or vacating the award, the court shall have the power to review whether, as a matter of law based on the findings of fact determined by the arbitrator(s), the award should be confirmed, modified or vacated in order to correct any errors of law made by the arbitrator(s). In order to effectuate such judicial review limited to issues of law, the parties agree (and shall stipulate to the court) that the findings of fact made by the arbitrator(s) shall be final and binding on the parties and shall serve as the facts to be submitted to and relied on by the court in determining the extent to which the award should be confirmed, modified or vacated.

4.2.3 Costs and Attorneys’ Fees. If either party fails to proceed with mediation or arbitration as provided herein or unsuccessfully seeks to stay such mediation or arbitration, or fails to comply with any arbitration award, or is unsuccessful in vacating or modifying the award pursuant to a petition or application for judicial review, the other party shall be entitled to be awarded costs, including reasonable attorneys’ fees, paid or incurred by such other party in successfully compelling such arbitration or defending against the attempt to stay, vacate or modify such arbitration award and/or successfully defending or enforcing the award.

4.3 Tolling Statute of Limitation.

All applicable statutes of limitations and defenses based upon the passage of time shall be tolled while the procedures specified in this Section are pending. The parties will take such action, if any, required to effectuate such tolling.

General Provision 5 - STOP WORK ORDER

• Cancel the stop work order; or

• Terminate the work covered by such order for convenience of the LBTC or, if appropriate, for default.

• The stop work order results in an increase in the time required for, or in the Supplier's cost properly allocable to, the performance of any part of this Contract; and

• The Supplier asserts a claim for the adjustment within 30 days after the end of the period of work stoppage; provided, that if the LBTC decides the facts justify the action, it may receive and act upon the claim asserted at any time before final payment under this Contract.

5.4 If a stop work order is not canceled and the work covered by the order is terminated for default, LBTC shall allow, by equitable adjustment or otherwise, reasonable costs resulting from the stop work order.

General Provision 6 - TERMINATION

6.2 After receipt of a Notice of Termination and except as directed by LBTC, the Supplier shall immediately proceed with the following obligations:

• Stop work as specified in the notice.

• Place no further subcontracts or orders, except as necessary to complete the continued portion of the Contract.

• Terminate all applicable subcontracts and cancel or divert applicable commitments covering personal services that extend beyond the effective date of termination.

• Assign to LBTC, as directed by LBTC, all right, title, and interest of the Supplier under the subcontracts terminated, in which case LBTC shall have the right to settle or pay any termination settlement proposal arising out of those terminations.

• With approval or ratification to the extent required by LBTC, settle all outstanding liabilities and termination settlement proposals arising from the termination of subcontracts: approval or ratification will be final for purposes of this General Provision.

• Transfer title (if not already transferred) and, as directed by LBTC, deliver to LBTC any information and items that, if the Contract had been completed, would have been required to be furnished, including:
  • materials or equipment produced, in process, or acquired for the work terminated and
    
  • completed or partially completed plans, drawings and information.

• Complete performance of the work not terminated.

• Take any action that may be necessary, or that LBTC may direct, for the protection and preservation of the property related to this Contract that is in the possession of the Supplier and in which the LBTC has or may acquire an interest.

• Use its best efforts to sell, as directed or authorized by LBTC, termination inventory other than that retained by LBTC under General Provision 6.2 above: Provided, However, that the Supplier is not required to extend credit to any purchaser and may acquire the property under the conditions prescribed by, and at prices approved by LBTC. The proceeds of any transfer or disposition will be applied to reduce any payments to be made by the LBTC under this Contract, credited to the price or cost of the work, or paid in any other manner directed by LBTC.

6.4 Subject toGeneral Provision 6.3, above, the Supplier and LBTC may agree upon the whole or any part of the amount to be paid because of the termination. This amount may include reasonable cancellation charges incurred by the Supplier and any reasonable loss on outstanding commitments for personal services that the Supplier is unable to cancel: Provided, that the Supplier exercised reasonable diligence in diverting such commitments to other operations. The Contract shall be amended and the Supplier paid the agreed amount.

6.5 The LBTC may, under the terms and conditions it prescribes, make partial payments against costs incurred by the Supplier for the terminated portion of this Contract, if the LBTC believes the total of these payments will not exceed the amount to which the Supplier will be entitled.

General Provision 7 - WARRANTY

7.1.1 "Acceptance," as used in this General Provision, means the act of an authorized representative of LBTC by which LBTC assumes for itself, or as an agent of another, ownership of existing and identified supplies, or approves specific services rendered, as partial or complete performance of the Contract.

7.1.2 "Correction," as used in this General Provision, means the elimination of a Defect.

7.1.3 "Supplies," as used in this General Provision, means the end items furnished by the Contractor and related services required under this Contract. The word does not include "data."

7.2 Supplier's Obligations

7.2.1 The Supplier warrants that all supplies furnished under this Contract will be free from defects in material and workmanship and will conform with all requirements of this Contract; provided, however, that with respect to Customer Furnished Property, the Contractor's warranty shall extend only to its proper installation, unless the Supplier performs some modification or other work on the property, in which case the Supplier's warranty shall extend to the modification or other work.

7.2.2 Any supplies or parts thereof corrected or furnished in replacement shall be subject to the conditions of this General Provision to the same extent as supplies initially delivered. This warranty shall run from the date of delivery of the corrected or replaced supplies.

7.2.3 The Supplier shall not be obligated to correct or replace supplies if the facilities, tooling, drawings, or other equipment or supplies necessary to accomplish the correction or replacement have been made unavailable to the Supplier by action of LBTC . In the event that correction or replacement has been directed, the Supplier shall promptly notify LBTC, in writing, of the nonavailability.

7.2.4 The Supplier shall also prepare and furnish to LBTC data and reports applicable to any correction required (including revision and updating of all affected data called for under this Contract) at no increase in the Contract price.

7.2.5 When supplies are returned to the Supplier, the Supplier shall bear the transportation costs from the place of delivery specified in the Contract (irrespective of the f.o.b. point of the point of acceptance) to the Suppliers plant and return.

7.2.6 All implied warranties of merchantability and "fitness for a particular purpose" are excluded from any obligation contained in this Contract.

7.3 Remedies Available to LBTC

7.3.1 In the event of a breach of the Supplier's warranty in General Provision 7.2.1, LBTC may, at no increase in contract price:

• Require the Supplier, at the place of delivery specified in the Contract (irrespective of the f.o.b. point or the point of acceptance) or at the Supplier's plant, to repair or replace at the Supplier's election, defective or nonconforming supplies; or

• Require the Supplier to furnish at the Supplier's plant the materials or parts and installation instructions required to successfully accomplish the correction.

7.3.3 LBTC shall notify the Supplier in writing of any breach of the warranty within 60 days after discovery of the defect. The Supplier shall submit to LBTC a written recommendation within 30 days as to the corrective action required to remedy the breach. After receipt of the Supplier's recommendation for corrective action, LBTC may, in writing, direct correction or replacement as in General Provision 7.3.1, and the Supplier shall notwithstanding any disagreement regarding the existence of a breach of warranty, comply with this direction. If is later determined that the Supplier did not breach the warranty in General Provision 7.2.1, the Contact price will be equitably adjusted.

7.3.4 If supplies are corrected or replaced, the period for notification of a breach of the Supplier's warranty in General Provision 7.3.3 shall be 60 days after discovery of the defect.

7.3.5 In no event shall the Supplier be liable to the LBTC for consequential damages resulting from:

• general or particular requirements and needs of the LBTC which the Supplier at the time of contracting had reason to know and which could not reasonably be prevented by cover or otherwise; or
• injuries to persons or property proximately resulting from any breach of warranty.

7.3.6 The right and remedies (or limitations therof) provided in this General Provision are in addition to and do not limit any rights afforded by any other General Provision of this contract.

7.4 As contemplated by General Provision 7.2, the Supplier warrants the supplies furnished under this Contract for a period of time, as specified in the Contract Schedule, from the date of delivery, or if no time period is so specified then the period(s) for which the Contractor customarily warrants the supplies for its commercial customers. The Supplier shall provide LBTC with a copy of any standard warranty which is normally offered on a commercial product deliverable under this Contract. This warranty shall be deemed to be incorporated by reference, and LBTC shall be entitled to all rights under such warranty in addition to the provisions of this General Provision; however, such commercial warrant shall not be construed as limiting LBTC's rights under this General Provision.

General Provision 8 - LIMITATION OF LIABILITY

• Occurs after acceptance of the supplies delivered under the Contract and

• Results from any defects or deficiencies in the supplies.

8.3 If the Supplier carries insurance, or has established a reserve for self-insurance, covering liability for loss or damage suffered by the LBTC through purchase or use of the supplies required to be delivered under this Contract, the Supplier shall be liable to the LBTC, to the extent of such insurance or reserve, for loss of or damage to property of the LBTC occurring after acceptance of, and resulting from any defects or deficiencies in, the supplies delivered under this Contract.

8.4 This clause does not diminish the Supplier's obligations, to the extent that they arise otherwise under this contract, relating to correction, repair, replacement, or other relief for any defect or deficiency in supplies delivered under this contract.
If loss or damage occurs and correction, repair, or replacement is not feasible, or desired by the LBTC, the Supplier shall:

• Pay the LBTC the amount it would have cost the Supplier to make correction, repair, or replacement before the loss or damage occurred; or

• Provide other equitable relief.

The Supplier shall, at its own expense, provide and maintain during the entire performance period of this Contract at least the following kinds and minimum amounts of insurance with LBTC named as an additional named insured in policies for comprehensive general liability and with a carrier licensed and admitted in the country of manufacturer.

9.1.1 Workers' Compensation and Employer's Liability Insurance, as required by applicable Federal and state workers; compensation and occupational disease statutes. If occupational diseases are not compensable under those statutes, they shall be covered under the Employer's Liability section of the insurance policy, except when Contract operations are so commingled with the Supplier's commercial operations that it would not be practical. The Employer's Liability coverage shall be at least $100,000, except in states with exclusive or monopolistic funds that do not permit worker's compensation to be written by private carriers. However, the Supplier in fulfillment of its obligation to provide Workers' Compensation Insurance may maintain a self-insurance program if the Supplier is qualified pursuant to statutory authority to do so.

9.1.2 Comprehensive Liability Insurance, including automobiles (owned, non-owned, or leased), completed operations products and contractual liability, for a combined single limit of not less than $1,000,000 for all deaths, injuries, and property damage arising from one accident or occurrence.

9.2 Insurance Certificates and Endorsements.

Before commencing work under this Contract, the supplier shall furnish

• certificates of insurance for coverages specified in General Provision 9.1 above, and

• an additional insured endorsement naming the LBTC as additional insured to the contract for the coverage specified in General Provision 9.1.2 above.

• for such period as the laws of the State in which this Contract is to be performed prescribe or

• until 30 days after the insurer or the Supplier gives written notice to LBTC, whichever period is longer.

• cover contractual liability assumed under this Contract, and

• be primary and non-contributing to any insurance procured by the LBTC.

9.3 Indemnification.

The Supplier agrees that it will be responsible to the LBTC for and will indemnify and hold harmless the LBTC, its trustees, officers, and employees, from any loss, cost damage, expense or liability, attorney's fees, or any suit therefor, by reason of actual or alleged property damage or personal injury of whatsoever kind or character, arising out of or in connection with the performance of work hereunder by the Supplier or any of its subcontractors, howsoever the same may be caused, including any of the same resulting from alleged or actual negligent act or omission, regardless of whether such act or omission is active or passive, but excepting only such loss, cost damage, expense or liability attributable to the sole negligence or willful misconduct of the LBTC, its trustees, officers or employees.

General Provision 10 - DEFAULT

• Perform the work under the Contract within the time specified in this Contract or any extension;

• Prosecute the work, so as to endanger performance of this Contract (but see subparagraph 10.1.2 below); or

• Perform any of the other provisions of this Contract (but see subparagraph 10.1.2 below).

10.3 Except for defaults of subcontractors at any tier, the Supplier shall not be liable for any excess costs if the failure to perform the Contract arises from causes beyond the control and without the fault or negligence of the Supplier. Examples of such causes include:

1. acts of God or of the public enemy,
2. acts of the Government in either its sovereign or contractual capacity,
3. fires,
4. floods,
5. epidemics,
6. quarantine restrictions,
7. strikes,
8. freight embargoes, and
9. unusually severe weather.

10.4 If the failure to perform is caused by the default of a subcontractor at any tier, and if the cause of the default is beyond the control of both the Supplier and subcontractor, and without the fault or negligence of either, the Supplier shall not be liable for any excess costs for failure to perform, unless the subcontracted supplies or services were obtainable from other sources in sufficient time for the Supplier to meet the required delivery schedule or other performance requirements.

10.5 If this Contract is terminated for default, LBTC may require the Supplier to transfer and deliver to LBTC, as directed by it, any

• completed or partially completed work not previously delivered to, and accepted by, LBTC and

• other property, including contract rights, specifically produced or acquired for the terminated portion of this Contract.

10.6 The LBTC shall pay the Contract price, if separately stated, for completed work it has accepted. In addition, LBTC and the Supplier may agree upon amounts for

• completed work for which no separate price is stated,
• partially completed work,
• other property described above that LBTC accepts, and
• the protection and preservation of the property.

The LBTC may withhold from these amounts any sum LBTC determines to be necessary to protect the LBTC against loss from outstanding liens or claims of former lien holders.

10.7 If, after termination, it is determined that the Supplier was not at default, or that the default was excusable, the rights and obligations of the parties shall be the same as if the termination had been issued pursuant to the General Provision of this Contract entitled "Termination for Convenience."

10.8 The right and remedies of LBTC in this General Provision are in addition to any other rights and remedies provided by law or under this Contract.

General Provision 11 [For U.S. Companies only] - NON-DISCRIMINATION

General Provision 12 - KEY PERSONNEL AND FACILITIES

12.2 The Subcontractor shall make no diversion without the LBTC's written consent; provided, that the LBTC may ratify in writing the proposed change, and that ratification shall constitute the LBTC's consent required by this clause.

12.3 The list of personnel and/or facilities may, with the consent of the contracting parties, be amended from time to time during the course of the subcontract to add or delete personnel and/or facilities.

General Provision 13 - OFFICIAL NOTICES

If to the Corporation:

	LBT Project Office
	Steward Observatory
	The University of Arizona
	Tucson, AZ 85721-0065 USA
	Phone:   520 626-5231
	Telefax: 520 621-9843

cc: salinari@arcetri.astro.it (LBT Deputy Director, Arcetri Observatory)
jslagle@as.arizona.edu
alampis@as.arizona.edu
cevans@as.arizona.edu

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