EXHIBIT 43

FORM APPROVED O.M.B. NO. 29-RO121

1. DAVIS-BACON ACT (40 U.S.C. 276a-276a-7)

(a) All mechanics and laborers, including apprentices and trainees, employed or working directly upon the site of the work shall be paid unconditionally and not less often than once a week, and without subse quent deduction or rebate on any account (except such payroll deductions as are permitted by the Copeland Regulations, 29 CFR Part 3), the full amounts due at time of payment computed at wage rates not less than the aggregate of the basic hourly rates and the rates of payments, contribu tions, or costs for any fringe benefits contained in the wage determination decision of the Secretary of Labor which is attached hereto and made a part hereof, regardless of any contractual relationship which may be alleged to exist between the Contractor or subcontractor and such laborers and mechanics. A copy of such wage determination decision shall be kept posted by the Contractor at the site of the work in a prominent place where it can be easily seen by the workers.

(b) The Contractor may discharge his obligation under this clause to workers in any classification for which the wage determination decision

contains:

(1) Only a basic hourly rate of pay, by making payment at not less than such basic hourly rate, except as otherwise provided in the Copeland Regulations (29 CFR Part 3); or

(2) Both a basic hourly rate of pay and fringe benefits payments, by making payment in cash, by irrevocably making contributions pursuant to a fund, plan, or program for, and/or by assuming an enforceable com. mitment to bear the cost of, bona fide fringe benefits contemplated by the Davis-Bacon Act, or by any combination thereof. Contributions made, or costs assumed, on other than a weekly basis shall be considered as hav. ing been constructively made or assumed during a weekly period to the extent that they apply to such period. Where a fringe benefit is expressed in a wage determination in any manner other than as an hourly rate and the Contractor pays a cash equivalent or provides an alternative fringe benefit, he shall furnish information with his payrolls showing how he determined that the cost incurred to make the cash payment or to provide the alternative fringe benefit is equal to the cost of the wage determination fringe benefit. In any case where the Contractor provides a fringe benefit different from any contained in the wage determination, he shall similarly show how he arrived at the hourly rate shown therefor. In the event of disagreement between or among the interested parties as to an equivalent of any fringe benefit, the Contracting Officer shall submit the question, together with his recommendation, to the Secretary of Labor for final determination.

(c) The assumption of an enforceable commitment to bear the cost of fringe benefits, or the provision of any fringe benefits not expressly listed in section 1(b) (2) of the Davis-Bacon Act or in the wage determination decision forming a part of the contract, may be considered as payment of wages only with the approval of the Secretary of Labor pursuant to a written request by the Contractor. The Secretary of Labor may require the Contractor to set aside assets, in a separate account, to meet his obligations under any unfunded plan or program.

(d) The Contracting Officer shall require that any class of laborers or mechanics, including apprentices and trainees, which is not listed in the wage determination decision and which is to be employed under the contract shall be classified or reclassified conformably to the wage determination decision, and shall report the action taken to the Secretary of Labor. If the interested parties cannot agree on the proper classification or reclassification of a particular class of laborers or mechanics to be used, the Contracting Officer shall submit the question, together with his recommendation, to the Secretary of Labor for final determination. Apprentices and trainees may be added under this clause only where they are employed pursuant to an apprenticeship or trainee program meeting the requirements of the Apprentices and Trainees clause below.

(e) In the event it is found by the Contracting Officer that any laborer or mechanic, including apprentices and trainees, employed by the Contractor or any subcontractor directly on the site of the work covered by this contract has been or is being paid at a rate of wages less than the rate of wages required by paragraph (a) of this clause, the Contracting Officer may (1) by written notice to the Government Prime Contractor terminate his right to proceed with the work, or such part of the work as to which there has been a failure to pay said required wages, and (2) prosecute the work to completion by contract or otherwise, whereupon such Contractor and Subcontractor and his sureties shall be liable to the Government for any excess costs occasioned the Government thereby.

(f) Paragraphs (a) through (e) of the clause shall apply to this contract to the extent that it is (1) a prime contract with the Govern ment subject to the Davis Bacon Act, or (2) a subcontract also subject to the Davis-Bacon Act under such prime contract.

2. CONTRACT WORK HOURS AND SAFETY STANDARDS ACTOVERTIME COMPENSATION (40 U.S.C. 327-333).

This contract is subject to the Contract Work Hours and Safety Standards Act and to the applicable rules, regulations, and interpretations of the Secretary of Labor.

(a) The Contractor shall not require or permit any laborer or mechanic, including apprentices, trainees, watchmen, and guards, in any workweek in which he is employed on any work under this contract to work in excess of 8 hours in any calendar day or in excess of 40 hours in such workweek on work subject to the provisions of the Contract Work Hours and Safety Standards Act unless such laborer or mechanic, including ap. prentices, trainees, watchmen, and guards, receives compensation at a rate not less than 11⁄2 times his basic rate of pay for all such hours worked in excess of 8 hours in any calendar day or in excess of 40 hours in such workweek, whichever is the greater number of overtime hours. The basic rate of pay," as used in this clause, shall be the amount paid per hour exclusive of the Contractor's contribution or cost for fringe benefits, and any cash payment made in lieu of providing fringe benefits, or the basic hourly rate contained in the wage determination, whichever is greater. 19-207

(b) In the event of any violation of the provisions of paragraph (a), the Contractor shall be liable to any affected employee for any amounts due, and to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including an apprentice, trainee, watchman, or guard, employed in violation of the provisions of paragraph (a) in the sum of $10 for each calendar day on which such employee was required or permitted to be employed on such work in excess of 8 hours or in excess of the standard workweek of 40 hours without payment of the overtime wages required by paragraph (a).

3. APPRENTICES AND TRAINEES

(a) Apprentices shall be permitted to work as such only when they are registered, individually, under a bona fide apprenticeship program registered with a State apprenticeship agency which is recognized by the Bureau of Apprenticeship and Training, U.S. Department of Labor; or if no such recognized agency exists in a State, under a program registered with the aforesaid Bureau of Apprenticeship and Training. The allowable ratio of apprentices to journeymen in any craft classification shall not be greater than the ratio permitted to the Contractor as to his entire work force under the registered program. Any employee listed on a payroll at an apprentice wage rate who is not a trainee as defined in pragraph (b) of this clause, and who is not registered as above, shall be paid the wage rate determined by the Secretary of Labor for the classification of work he actually performed. The Contractor shall furnish to the Contracting Officer written evidence of the registration of his program and apprentices, as well as of the appropriate ratios allowed and the wage rates required to be paid thereunder for the area of construction, prior to using any apprentices in the contract work. The term "apprentice" means (1) a person employed and individually registered in a bona fide apprenticeship program registered with the U.S. Department of Labor, Bureau of Apprenticeship and Training, or with a State apprenticeship agency recognized by the Bureau, or (2) a person in his first 90 days of probationary employment as an apprentice in such an apprenticeship program, who is not individually registered in the program, but who has been certified by the Bureau of Apprenticeship and Training, or a State Apprenticeship Council (where appropriate) to be eligible for probationary employment as an apprentice.

(b) Trainees shall be permitted to work as such when they are bona fide trainees employed pursuant to a program approved by the U.S. Department of Labor, Manpower Administration, Bureau of Apprenticeship and Training. The term "trainee" means a person receiving on-thejob training in a construction occupation under a program which is approved (but not necessarily sponsored) by the U.S. Department of Labor, Manpower Administration, Bureau of Apprenticeship and Training, and which is reviewed from time to time by the Manpower Adminis tration to insure that the training meets adequate standards.

(c) In connection with contracts in excess of $10,000, the Contractor agrees as follows:

(1) The Contractor shall make a diligent effort to hire for performance of work under this contract a number of apprentices or trainees, or both, in each occupation, which bears to the average number of the journey. men in that occupation to be employed in the performance of the contract the applicable ratio as set forth in paragraph (c) (7) of this clause.

(2) The Contractor shall insure that 25 percent of such apprentices or trainees in each occupation are in their first year of training, where feasible. Feasibility here involves a consideration of (i) the availability of training opportunities for first year apprentices. (ii) the hazardous nature of the work for beginning workers, and (iii) excessive unemploy ment of apprentices in their second and subsequent years of training.

(3) The Contractor shall, during the performance of the contract, to the greatest extent possible, employ the number of apprentices or trainees necessary to meet currently the requirements of paragraph (c) (1) and (c) (2) of this clause.

(4) The Contractor shall maintain records of employment on this contract by trade of the number of apprentices and trainees, apprentices and trainees in first year of training, and of journeymen, and wages paid and hours of work of such apprentices, trainees, and journeymen. In addi tion, the Contractor who claims compliance based on the criterion set forth in paragraph (c)(6)(ii) of this clause shall maintain such records of employment on all his construction work in the same labor market area, both public and private, during the performance of this contract. In each of the above cases the Contractor shall make such records avail. able for inspection upon request of the Department of Labor or the Con tracting Officer.

(5) The Contractor shall supply one copy of each of the written notices required in accordance with paragraph (c) (6) (iii) of this clause at the request of the Contracting Officer. The Contractor also agrees to supply at 3-month intervals during the performance of the contract and after completion of contract performance a statement describing steps taken toward making diligent effort and containing a breakdown by craft, of hours worked and wages paid for first year apprentices and trainees, other apprentices and trainees, and journeymen. One copy of the statement will be sent to the Contracting Officer and one copy to the Secretary of Labor.

(6) The Contractor will be deemed to have made a "diligent effort" as required by paragraph (c)(1) if during the performance of this contract, he accomplishes at least one of the following three objectives: (i) The Contractor employs under this contract a number of apprentices and trainees by craft, at least equal to the ratios established in accordance with paragraph (c) (7) of this clause, or (ii) the Contractor employs. on all his construction work, both public and private, in the same labor

STANDARD FORM 19-A
NOVEMBER 1972 EDITION

GENERAL SERVICES ADMINISTRATION

FPR (41 CFR) 1-16.401

market area, an average number of apprentices and trainees by craft at least equal to the ratios established in accordance with paragraph (c) (7) of this clause, or (iii) the Contractor (A) if covered by a collective bargaining agreement, before commencement of any work on the project, has given written notice to all joint apprenticeship committees, the local U.S. Employment Security Office, local chapter of the Urban League, Workers Defense League, or other local organizations concerned with minority employment, and the Bureau of Apprenticeship and Training Representative, U.S, Department of Labor, for the locality of the work; (B) if not covered by a collective bargaining agreement, has given written notice to all of the groups stated above, except joint apprenticeship committees, and will in addition notify all non-joint apprenticeship sponsors in the labor market area; (C) has employed all qualified applicants referred to him through normal channels (such as the Employment Service, the Joint Apprenticeship Committees and where applicable, minority organizations and apprentice outreach programs who have been delegated this function) at least up to the number of such apprentices and trainees required by paragraph (c) (7) of this clause. The notice, as referred to herein, will include at least the Contractor's name and address, the agency designation, the contract number, job site address, value of the contract, expected starting and completion dates, the estimated average number of employees in each occupation to be employed over the duration of the contract work, and a statement of his willingness to employ a number of apprentices and trainees at least equal to the ratios established in accordance with paragraph (c) (7) of this clause.

(7) The Contractor recognizes that the Secretary of Labor has determined that the applicable ratios of apprentices and trainees to journeymen in any occupation for the purpose of this clause shall be as follows: (i) In any occupation the applicable ratio of apprentices and trainees to journeymen shall be equal to the predominant ratio for the occupation in the area where the construction is being undertaken, set forth in collective bargaining agreements, or other employment agreements, and available through the Bureau of Apprenticeship and Training Representative, U.S. Department of Labor, for the applicable area; (ii) for any occupation for which no ratio is found, the ratio of apprentices and trainees to journeymen shall be determined by the Contractor in accordance with the recommendations set forth in the Standards of the National Joint Apprentice Committee for the occupation, which are on file at offices of the U.S. Department of Labor's Bureau of Apprenticeship and Training; and (iii) for any occupation for which no such recommendations are found, the ratio of apprentices and trainees to journeymen shall be at least one apprentice or trainee for every five journeymen.

4. PAYROLLS AND BASIC RECORDS

(a) The Contractor shall maintain payrolls and basic records relating thereto during the course of the work and shall preserve them for a period of 3 years thereafter for all laborers and mechanics, including apprentices. trainees, watchmen, and guards working at the site of the work. Such records shall contain the name and address of each such employee, his correct classification, rate of pay (including rates of contributions for, or costs assumed to provide, fringe benefits), daily and weekly number of hours worked, deductions made and actual wages paid. Whenever the Contractor has obtained approval from the Secretary of Labor as provided in paragraph (c) the clause entitled "Davis-Bacon Act," he shall maintain records which show the commitment, its approval, written communication of the plan or program to the laborers or mechanics affected, and the costs anticipated or incurred under the plan or program. (b) The Contractor shall submit weekly a copy of all payrolls to the Contracting Officer. The Government Prime Contractor shall be responsible for the submission of copies of payrolls of all subcontractors. The copy shall be accompanied by a statement signed by the Contractor indicating that the payrolls are correct and complete, that the wage rates contained

therein are not less than those determined by the Secretary of Labor, and that the classifications set forth for each laborer or mechanic, including apprentices and trainees, conform with the work he performed. Submission of the "Weekly Statement of Compliance" required under this contract and the Copeland Regulations of the Secretary of Labor (29 CFR Part 3) shall satisfy the requirement for submission of the above statement. The Contractor shall submit also a copy of any approval by the Secretary of Labor with respect to fringe benefits which is required by paragraph (c) of the clause entitled "Davis-Bacon Act."

(c) The Contractor shall make the records required under this clause available for inspection by authorized representatives of the Contracting Officer and the Department of Labor, and shall permit such representatives to interview employees during working hours on the job.

5. COMPLIANCE WITH COPELAND REGULATIONS

The Contractor shall comply with the Copeland Regulations of the Secretary of Labor (29 CFR Part 3) which are incorporated herein by reference.

6. WITHHOLDING OF FUNDS

(a) The Contracting Officer may withhold or cause to be withheld from the Government Prime Contractor so much of the accrued payments or advances as may be considered necessary (1) to pay laborers and mechanics, including apprentices, trainees, watchmen, and guards employed by the Contractor or any subcontractor on the work the full amount of wages required by the contract, and (2) to satisfy any liability of any Contractor and Subcontractor for liquidated damages under paragraph (b) of the clause entitled "Contract Work Hours and Safety Standards ActOvertime Compensation.'

(b) If any Contractor or subcontractor fails to pay any laborer, mechanic, apprentice, trainee, watchman, or guard employed or working on the site of work, all or part of the wages required by the contract, the Contracting Officer may, after written notice to the Government Prime Contractor, take such action as may be necessary to cause suspension of any further payments or advances until such violations have ceased.

7. SUBCONTRACTS

The Contractor agrees to insert the clauses hereof entitled "Davis-Bacon Act," "Contract Work Hours and Safety Standards Act-Overtime Compen: sation, 'Apprentices and Trainees," "Compliance with Copeland Regulations," "Payrolls and Basic Records, "Subcontracts, and "Contract Termination-Debarment" in all subcon"Withholding of Funds," tracts. The term "Contractor" as used in such clauses in any subcontract shall be deemed to refer to the subcontractor except in the phrase "Government Prime Contractor. ..

8. CONTRACT TERMINATION-DEBARMENT

A breach of the clauses hereof entitled "Davis-Bacon Act," "Contract Work Hours and Safety Standards Act-Overtime Compensation," Apprentices and Trainees." "Payrolls and Basic Records," Copeland Regulations,' "Compliance with may be grounds for termination of the contract, and for debarment as "Withholding of Funds,' and "Subcontracts provided in 29 CFR 5.6.

9. DISPUTES CONCERNING LABOR STANDARDS

Disputes arising out of the labor standards provisions of this contract shall be subject to the Disputes clause except to the extent such disputes involve the meaning of classifications or wage rates contained in the wage determination decision of the Secretary of Labor or the applicability of the labor provisions of this contract which questions shall be referred to the Secretary of Labor in accordance with the procedures of the Department of Labor.

EXHIBIT

44

1. INTENT AND OBJECTIVES-This clause applies to any cost reduction proposal (hereinafter referred to as a Value Engineering Change Proposal or VECP) initiated and developed by the Contractor for the purpose of changing any requirement of this contract. This clause does not, however, apply to any such proposal unless it is identified by the Contractor, at the time of its submission to the Government, as a proposal submitted pursuant to this clause.

1.1 VECPs contemplated are those that would result in net savings to the Government by providing either: (1) a decrease in the cost of performance of this contract, or; (2) a reduction in the cost of ownership (hereinafter referred to as collateral costs) of the work provided by this contract, regardless of acquisition costs. VECPs must result in savings without impairing any required functions and characteristics such as service life, reliability, economy of operation, ease of maintenance, standardized features, esthetics, fire protection features and safety features presently required by this contract. However, nothing herein precludes the submittal of VECPs where the Contractor considers that the required functions and characteristics could be combined, reduced or eliminated as being nonessential or excessive for the function served by the work involved.

1.2 A VECP identical to one submitted under any other contract with the Contractor or another Contractor may also be submitted under this contract.

2. SUBCONTRACTOR INCLUSION-The Contractor shall include the provisions of this clause, with the predetermined sharing arrangements contained herein, in all first-tier subcontracts in excess of $25,000 and any other subcontracts which, in the judgment of the Contractor is of such nature as to offer reasonable likelihood of value engineering cost reductions. At the option of the first-tier Subcontractor, this clause may be included in lower tier subcontracts. The Contractor shall encourage submission of VECPs from Subcontractors; however, it is not mandatory that VECPs be submitted nor is it mandatory that the Contractor accept and/or transmit to the Government VECPs proposed by his Subcontractors.

3. DATA REQUIREMENTS-As a minimum, the following information shall be submitted by the Contractor with each VECP:

3.1 A description of the difference between the existing contract requirement and the proposed change, and the comparative advantages and disadvantages of each; including justification where function or characteristic of a work item is being reduced;

3.2 Separate detailed cost estimates for both the existing contract requirement and the proposed change, and an estimate of the change in contract price including consideration of the costs of development and implementation of the VECP and the sharing arrangement set forth in this clause;

3.3 An estimate of the effects the VECP would have on collateral costs to the Government, including an estimate of the sharing that the Contractor requests be paid by the Government upon approval of the VECP;

3.4 Architectural, engineering or other analysis in sufficient detail to identify and describe each requirement of the contract which must be changed if the VECP is accepted, with recommendation as to how to accomplish each such change and its effect on unchanged work;

3.5 A statement of the time by which approval of the VECP must be issued by the Government to obtain the maximum cost reduction during the remainder of this contract, noting any effect on the contract completion time or delivery schedule; and,

3.6 Identification of any previous submission of the VECP including the dates submitted, the agencies involved, the numbers of the Government contracts involved, and the previous actions by the Government, if known.

4. PROCESSING PROCEDURES-Six copies of each VECP shall be submitted to the Contracting Officer, or his duly authorized representative. VECPs will be processed expeditiously; however, the Government will not be liable for any delay in acting upon a VECP submitted pursuant to this clause. The Contractor may withdraw, in whole or in part, a VECP not accepted by the Government within the period specified in the VECP. The Government shall not be liable for VECP development cost in the case where a VECP is rejected or withdrawn. The decision of the Contracting Officer as to the acceptance of a VECP under this contract shall be final and shall not be subject to the "Disputes" clause of this contract.

4.1 The Contracting Officer may modify a VECP, with the concurrence of the Contractor, to make it acceptable. If any modification increases or decreases the savings resulting from the VECP, the Contractor's fair share will be determined on the basis of the VECP as modified.

4.2 The Contracting Officer may accept, in whole or in part, a VECP submitted pursuant to this clause by giving the Contractor written notice thereof reciting acceptance under this clause. However, pending issuance of a formal change order or unless otherwise directed, the Contractor shall remain obligated to perform in accordance with the terms of the existing contract.

4.3 An approved VECP shall be finalized through an equitable adjustment in the contract price and time of performance by the issuance of a change order pursuant to the provisions of this clause bearing a notation so stating. Where an approved VECP also involves any other applicable clause of this contract such as "Termination for Convenience of the Government," "Suspension of Work," Changes," or "Differing Site Conditions" then that clause shall be cited in addition to this clause.

GSA FORM 2653 (8-71)

5. COMPUTATIONS FOR CHANGE IN CONTRACT COST OF PERFORMANCE-Separate estimates shall be prepared for both the existing contract requirement and the proposed change. Each estimate shall consist of an itemized breakdown of all costs of the Contractor and all Subcontractors' work in sufficient detail to show unit quantities and costs of labor, material, and equipment.

5.1 Contractor development and implementation costs for the VECP shall be included in the estimate for the proposed change. However, these costs will not be allowable if they are otherwise reimbursable as a direct charge under this contract.

5.2 Government costs of processing or implementation of a VECP shall not be included in the estimate.

5.3 If the difference in the estimates indicate a net reduction in contract price, no allowance will be made for overhead, profit and bond. The resultant net reduction in contract cost of performance shall be shared as stipulated hereinafter.

5.4 If the difference in the estimates indicate a net increase in contract price, the contract price shall be adjusted pursuant to Clause 23 of the General Conditions of this

contract.

6. COMPUTATIONS FOR COLLATERAL COSTS— Separate estimates shall be prepared for collateral costs of both the existing contract requirement and the proposed change. Each estimate shall consist of an itemized breakdown of all costs and the basis for the data used in the estimate. Cost benefits to the Government include, but are not limited to: reduced costs of operation, maintenance or repair, extended useful service life, increases in useable floor space, and reduction in the requirements for Government furnished property. Increased collateral costs include the converse of such factors. Computations shall be as follows:

6.1 Costs shall be calculated over a 20-year period on a uniform basis for each estimate and shall include Government costs of processing or implementing the VECP.

6.2 If the difference in the estimates as approved by the Government indicate a savings, the Contractor shall divide the resultant amount by 20 to arrive at the average annual net collateral savings. The resultant savings shall be shared as stipulated hereinafter.

6.3 In the event that agreement cannot be reached on the amount of estimated collateral costs, the Contracting Officer shall determine the amount. His decision is final and is not subject to the provisions of the "Disputes" clause of this

contract.

7. SHARING ARRANGEMENTS—If a VECP is accepted by the Government, the Contractor is entitled to share in instant contract savings and collateral savings not as alternatives, but rather to the full extent provided for in this clause.

For the purposes of sharing under this clause, the term "iDstant contract" shall not include any changes to or other modifications of this contract, executed subsequent to ac ceptance of the particular VECP, by which the Government increases the quantity of any item of work or adds any item of work. It shall, however, include any extension of the instant contract through exercise of an option (if any provided under this contract after acceptance of the VECP

7.1 When only the prime Contractor is involved, he shall receive 50% and the Government 50% of the net reduction in the cost of performance of this contract.

7.2 When a first-tier Subcontractor is involved, he shall receive 30%, the prime Contractor 30% and the Government 40% of the net reduction in the cost of performance of this contract. Other Subcontractors shall receive a portion of the first-tier Subcontractor savings in accordance with the terms of their contract with the first-tier Subcontractor.

7.3 When collateral savings occur the Contractor shall receive 20% of the average one years net collateral savings. 7.3 The Contractor shall not receive instant savings or collateral savings shares on optional work listed in this contract, until the Government exercises its option to obtain that work.

8. DATA RESTRICTION RIGHTS-The Contractor may restrict the Government's right to use any sheet of a VECP or of the supporting data, submitted pursuant to this clause, in accordance with the terms of the following legend if it is marked on each such sheet:

The data furnished pursuant to the Value Engineering Incentive Clause of contract shall

not be disclosed outside the Government, or duplicated, used, or disclosed in whole or in part, for any purpose other than to evaluate a VECP submitted under said clause. This restriction does not limit the Government's right to use information contained in this data if it is or has been obtained, or is otherwise available, from the Contractor or from another source, without limitations. If such a proposal is accepted by the Government under said contract after the use of this data in such an evaluation, the Government shall have the right to duplicate, use, and disclose any data reasonably neces sary to the full utilization of such proposal as accepted, in any manner and for any purpose whatsoever, and have others so do.

In the event of acceptance of a VECP, the Contractor hereby grants to the Government all rights to use, duplicate or disclose, in whole or in part, in any manner and for any purpose whatsoever, and to have or to permit others to do so, data reasonably necessary to fully utilize such proposal on this and any other Government contract.