HomeMy WebLinkAboutSecond Amendment - Owner Participation Agreement - Palms to Pines EastContract No. R19820A
PALM DESERT REDEVELOPMENT AGENCY
STAFF REPORT
REQUEST: APPROVE SECOND AMENDMENT TO THE OWNER
PARTICIPATION AGREEMENT WITH AMERICAN INVESTMENT
PALMS TO PINES EAST LLC
FROM: CATHERINE WALKER, SENIOR MANAGEMENT ANALYST
DATE: SEPTEMBER 8, 2005
CONTENTS: SECOND AMENDMENT TO OWNER PARTICIPATION
AGREEMENT
AGREEMENT BETWEEN AMERICAN INVESTMENT LLC AND
SHELLMAN CONSTRUCTION
Recommendation:
By Minute Motion, that the Agency Board:
1. Approve the Second Amendment for improvements to the property pursuant to
the Owner Participation Agreement between the Agency and American
Investment Palms to Pines East LLC;
2. Authorize the Chairman to execute the Agreement incorporating the changes;
and
3. Approve the appropriation of the additional $732,820 funds from the Agency's
Unobligated Project Funds.
Executive Summary:
The proposed amendment to the Owner Participation Agreement will allow American
Investment Palms to Pines East LLC an extension of their completion date for Phases I
and I I to December 30, 2005, and Phase III until October 2006. The Amendment will also
grant an additional $732,820 in funding for the project. This brings the Agency's total
contribution to $2,157,820, approximately 48% of the total cost of development, which is
$4,531,836. Attached is the Second Amendment to the Owner Participation Agreement,
which is executed by Mr. Glasser, and the Construction contract between Shellman
Construction and American Investment LLC, which outlines the improvements to be
performed on Phases I, II and III of Palms to Pines East.
Contract No. R19820A
Staff Report
Approve Second Amendment to the Owner Participation Agreement with American
Investment Palms to Pines East LLC
Page 2
September 8, 2005
Discussion:
On July 8, 2004, the Agency Board approved an Amendment to the Owner Participation
Agreement ("Agreement") that superseded the earlier Amended and Restated Owner
Participation Agreements between the Agency and American Investment Palms to Pines
East LLC, dated February 26, 2004 ("OPA"). Both of the Owner Participation Agreements
were to provide assistance to American Investment Palms to Pines East LLC in the
renovation of the Palms to Pines East Shopping Center. The time extensions granted on
July 8, 2004, to American Investment LLC, by Agency Board established a
Commencement Date of July 15, 2004, a Completion Date of March 14, 2005, and granted
a delay in construction (Holiday Season from November 11, 2004 through January 15,
2005).
Due to additional seasonal delays, weather conditions, and scheduling conflicts, the project
cost has increased approximately $857,820, since the last cost assessment produced in
August 2001. American Investment LLC shows that the cost of the site work has increased
by $279,380 , the Rite Aid Facade has increased by $164,423, and the cost for facade
enhancement to Building No. 5 has increased by $414,017. Mr. Glasser will be contributing
$125,000 of his own money to be used first for the renovation of Phases I and II. Bringing
the total Agency contribution to $732,820. Staff recommends that the additional costs
associated with Phase II (the Rite Aid facade enhancement — $318,803), and Phase I be
allocated immediately. Phase III (facade enhancement to Building No. 5), funds are to be
allocated and held until the Planning Department and American Investment LLC reach an
agreement for modification to the architecture and change in scope for the improvements
to Building No. 5. The $414,017 is to be held as a not -to -exceed amount, with the
understanding that the modification to the facade improvements for Building No. 5 cost
may change significantly. The new design must first be vetted through the Architectural
Review Commission. Construction will be implemented with a seasonal delay accounting
for three months of no construction, unless tenants agree to move forward through the
holiday season.
In the amended schedule, site work improvements will be split into three phases: Phase
I will be the parking area fronting Highway 111 and closest to the Staples Building, along
with the site improvements bordering El Paseo; Phase II is the Rite Aid Facade
improvements, and Phase III will complete facade improvements to the building facing El
Paseo. The Site work for these phases is identified in Exhibits F and G of the Owner
Participation Agreement. Attached are the signed agreement between American
Investment LLC and Shellman Construction and the Second Amendment to the OPA
which has been executed by Mr. Glasser. The Agreement between Shellman Construction
and American Investment LLC outlines the new scope of the project and
Contract No. R19820A
Staff Report
Approve Second Amendment to the Owner Participation Agreement with American
Investment Palms to Pines East LLC
Page 3
September 8, 2005
states that Shellman Construction will perform the work as determined in the OPA for the
costs as established in the Second Amendment.
The specific time extensions requested are as follows:
• Commencement of Construction Improvements for Phases I and II —
September 9, 2005
• Completion of construction for Phases I and II — December 30 2005
• Commencement of Construction for Phases III — May 1 2006
• Completion of Construction Improvements for Phase III — October 2006
Staff would recommend that the Board approve the Amended Timeline incorporating the
above -described modifications to the Agreement, and authorize Agency Counsel to
prepare a corresponding amendment to the Agreement, and thereby facilitate the
completion of the project.
Submitted by:
Catherin(Waler
Senior Management Analyst
mh
Approval:
McCarthy
edevelop
Li,
Carlos L. Ortega
Executive Director
Department Head:
t=15ave Yri
Director,••'' edevelopment/Housing
Paul S. Gibson, Director of Finance
G tPDA\Calny WaIkenW0 Dala'SlaN for Secon0 Amendment to OPA Palms 10 P.nes w00
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Contract No. R19820A
SECOND AMENDMENT TO
OWNER Pt4RTICIPATION AGREEMENT
THIS SECOND AMENDME TO OWNER PARTICIPATION AGREEMENT
("Amendment") dated as of August • 2005 ("Effective Date'), is entered into by and
between the PALM DESERT RED LOPMENT AGENCY, a public body, corporate and
politic ("Agency') and AMERICAN INVESTMENT PALMS TO PINES EAST, LLC, a
California limited liability company ("Developer").
RECITALS
A. The Agency and Developer have previously entered into that certain Owner
Participation Agreement, dated as of March 25, 2004, as amended by that certain letter
agreement dated July 22, 2004 between the Agency and Developer (as so amended, the "OPA'),
which affects that certain property located in the City of Palm Desert, County of Riverside, State
of California, more particularly described on Exhibit "A" attached to the OPA.
B. The Agency and Developer wish to amend and modify the OPA as hereinafter set
forth in this Amendment.
A4REEMgNI
NOW, THER FORE, in consideration of the terms of this Amendment and for other
valuable consideration. the receipt of which is hereby acknowledged, Agency and Developer
agree as follows:
1. All capitalized terms not otherwise defined herein shall have the meanings
ascribed thereto in the OPA_
2. Section 2.2.3 of the OPA is hereby deleted in its entirety and the following
is substituted therefor in its place:
"2.2.3 S�>Wule of Perforce. Owner shall commence construction of
Phase I and Phase 11 of the Improvements (each as described in Exhibit A
attached hereto) on or before September 9, 2005 (the "Commencement Date") and
shall complete such construction by December 30, 2005 (the 'Phase I and II
Completion Date"). Owner shall commence construction of the Phase III
Improvements (as described in ambit A attached hereto) on or before May 1,
2006 (the "Phase III Commencement Date') and shall complete such construction
by October 7, 2006 (the "Phase III Completion Date"). For the purposes of this
Agreement, the completion of construction of each Phase of the Improvements
shall be evidenced by a contractors and architect's certificate to be provided by
Owner, and reasonably acceptable to the Agency as to form and content, and
qt.---"
certifying that the construction of the subject Improvements has been substantially
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Contract No. R19820A
completed in substantial compliance with the Final Construction Drawings and
the plans and specifications approved by the City, except for specified `punch -
list" items that do not impair the function or use of the subject Improvements (the
"Certificate of Completion"). Subject to the provisions of Section 7.7 hereof, if
Owner has not commenced construction of each Phase ofthe Improvements by
the corresponding Commencement Date set forth in this Section 2.2.3, or
completed construction of each Phase of the Improvements by the corresponding
Completion Date set forth in this Section 2.2.3, then Agency may, in its sole and
absolute discretion, terminate this Agreement upon ten (10) arorking days prior
written notice to Owner and Owner's failure to cure within such period, and the
Agency shall automatically be released from all of its obligations wader this OM,
including but not limited to its obligation to pay the Agency Consideration to the
Owner; provided, however, the Agency shall pay for Improvements completed as
ofthe date of such termination."
3. Section 3.1 of the OPA is hereby deleted and the following substituted
therefor in its place:
"3.1 Agency Con deratioo. In consideration for Owner's entering into
the Shopping Center Agreements with HWS and Quinto that include the
conveyance and delivery to Agency of the Parking Easement, construction of the
improvements, and payment of the Improvements Cost, and upon the satisfaction
of the conditions precedent set forth in Section 3.2 and recordation of the Parking
Easement in accordance with this Agreement, Agency shall pay or deliver to
Owner an amount not to exceed Two Million One Hundred Fifty Seven Thousand
Eight Hundred Twenty Dollars ($2,157,820.00) (the "Agency Consideration").
For each Phase ofthe Improvements partial payments ofthe Agency
Consideration shall be made upon Owner's submission of payment requests to
Agency for completed Improvements' work within such Phase. The payment
request submittals shall be in such form and substance as Agency may reasonably
require, including appropriate lien waivers, and contractor and architect
certifications, and shall show that the completed Improvements' work for which
payment is requested is limited to only hard construction costs, and does not
include management fees, architect'a fees, contractor's fees (other than overhead
and profit of the contractor), or any similar "soft costs". Within thirty (30) days
of Owner's submittal of payment requests, the Agency shall pay to Owner ninety
percent (90%) of the amount of such approved payment request; the remaining ten
(10%) of such amount shall be retained by the Agency and are hereinafter referred
to as the "Retainage Amount". Except as hereinafter provided in this Article 3,
the Rctainage Amount shall be paid by the Agency following the Agency's
receipt of the Certificate of Completion for the applicable Phase of Improvements,
and upon the Agency's receipt of the final approved payment request with respect
to such Phase of Improvements. Owner shall request final payment of the balance
of the Agency Consideration on or before the date that is one hundred eighty
(180) days after the Completion Date of each Phase or shall be deemed to have
waived, released, and relinquished any and all rights to the same."
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Contract No. R19820A
4. The last paragraph of Section 3.2 of the OPA is hereby deleted and the
following is substituted therefor in its place:
"If all of the foregoing conditions precedent are not completed to
Agency's satisfaction on or before October 15, 2005 (or such earlier date as
hereinabove expressly provided), then Agency may, in its sole and absolute
discretion, terminate this Agreement upon notice to Owner. Notwithstanding the
foregoing, the building permits fur the Phase III Improvements shall be issued no
later than April 15, 2006 and construction of the Phase III Improvements shall
commence no later than May 1, 2006."
5. The following Section 3.2.10 shall be added to the OPA:
"3.2.10. Construction Contract. Notwithstanding anything to the contrary
contained in this Agreement, all Improvements shall be constructed under the
construction contract attached hereto as Exhibit B, and the aggregate cost of
construction of the Improvements within each Phase shall not exceed the amounts
set forth in the schedule of costa attached thereto, and such construction contract
shall not be amended, modifed or terminated by the Owner without the prior
written consent of the Agency, which consent may be granted or withheld in the
exercise of the sole discretion of the Agency."
6. The following Section 3.2.11 shall be added to the OPA:
"3.2.11. Maximum 'base Reimbursement. The aggregate amount of the
Agency Consideration to be paid with respect to each Phase of the Improvements
shall not exceed the amounts set forth in Exhibit A attached hereto."
7. Except as specifically modified hereby, the OPA shall remain unaffected
and unchanged by reason of this Amendment.
8. The OPA is hereby ratified and affirmed by Developer and shell remain in
full force and effect as modified hereby.
9. This Amendment shall bind and benefit the heirs, successors, and assigns
of Developer and Agency, respectively.
10. Hotting contained in this Amendment shall be construed as giving any
person or entity, other than the parties hereto, any right, remedy or claim under, or with respect
to, the OPA.
I I. Developer acknowledges and agrees that if and to the extent that Agency
has not heretofore required Developer to strictly comply with the covenants, agreements and
obligations contained in the OPA, such action or inaction shall not constitute a waiver of or
otherwise affect or prejudice Agency's future rights, remedies, benefits or powers under the OPA
in any manner, including the right to require perrfbrmance of such covenants, agreements and
obligations strictly in accordance with the terms and provisions of the OPA.
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Contract No. R19820A
12, The OPA as modified by this Amendment constitutes the final expression
and the entire and exclusive agreement of the parties hereto with respect to the subject matter
hereof, and supersedes in all respects any and all other negotiations and agreements between the
parties hereto, whether oral or written.
13. This Amendment shall be governed by and construed in accordance with
the laws of the State of California.
14. If any court of competent jurisdiction determines any provision of this
Amendment to be invalid, illegal or unenforceable, that provision shall be deemed severed from
the rest, which shall remain in full force and effect as though the invalid, illegal or unenforceable
provision had never been a part hereof.
15. No provision of this Amendment maybe changed, discharged,
supplemented, terminated or waived except in a writing executed by the parties hereto.
16. In executing this Amendment, neither party has relied on any
inducements, promises or representations made by the other party or its attorney, other then those
set forth herein_
17. This Amendment may be executed in two or more counterparts, each of
which shall be an original, but all of which shall constitute one and the lame instrument.
P640210459183661 4.5
[signatures begin on next page]
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Contract No. R19820A
WITNESS the signatures of the parties as of the date first sat forth above.
PALM DESERT REDEVELOPMENT, AGENCY,
a public body, corporate and politic
ATTEST:
Secretary
APPROVED AS TO FORM:
AGENCY GENERAL COUNSEL,
Richards, Watson and Gershon,
a professional corporation
By.
P6402I04591836614.5
By.
Name:
Title:
AMERICAN INVESTMENT PALMS TO PINES
EAST, LLC, a California limited liability company
By.
Name:
Title:
5
Contract No. R19820A
EXHIBIT "A"
PHASES OF CONSTRUCTION OF IMPROVEMENTS
"Phase I" shall consist of the site work improvements fronting Highway 1 1 1 and adjacent
to the Staples building, along with the site improvements bordering the El Paseo, each as more
particularly delineated and described on the Site Plan and description of Common Area and
facade improvements attached to this Exhibit A. The aggregate amount of Agency
Consideration to be paid with respect to the Phase 1 Improvements shall not exceed $1,201,482.
"Phase II" shall consist of facade improvements to building No. 2, as depicted on the Site
Plan attached to this Exhibit A. The aggregate amount of Agency Consideration to be paid with
respect to the Phase II Improvements shall not exceed $405,157.
"Phase III" shall consist of facade improvements to building No. 5, as depicted on the
Site Plan attached to this Exhibit A. The actual facade improvements to building No. 5 will be
attached to this Exhibit A following their approval by the Planning Department and the
Architectural Review Committee of the City of Palm Desert, the Agency and the Owner, and
their incorporation into the Owner's construction contract attached hereto as Exhibit B. The
aggregate amount of Agency Consideration to be paid with respect to the Phase III
Improvements shall not exceed $551,181.
P6402'.0459\836614.5
A-1
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WM
MWo
a
AMERICAN INVESTMENT
RDA PALM DESERT
.ua,r�r +vast y's issa,„ w r==1
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Contract No. R19820A
1
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P64021045,436614.5
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err "B"
CONSTRUCTION CONTRACT
[Attached hereto)
B-1
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Contract No. R19820A
Jul 20 05 02:55p Shellman Const.
951-352-5839 p.12
AGREEMENT BETWEEN
OWNER AND CONTRACTOR
THIS AGREEMENT {'Agreement) made as ofApni 2B, 2006, between
OWNER:
end
CONTRACTOR:
FOR THE FOLLOWING PROJECT:
American Investment/ Palmti b Pins East, LLC
312 Forest Avenue, Sub 204
Laguna Beach, California 92551
Telephone 4/1100497+5474 plc)
Facsimile 044)494.4774
Wirt SARtbnan
6018 Andafusis Avenue
Riverside, California 92509 s/ - 5 2 7 3 3
Facsimile e 1st 3r2- 7773
California Lfosnas No.: 743599
Federal Tax I D. or FICA No.: 33-1105304
Scope of Work as defined in the Owner Participation Agreement
with the Patin Desert R•dMvtlapment Agency dated March 25,
2004, as emended, relating to the Palms to Pines Eset Shopping
Corder, Palm Desert, CA, Including OttoWttlimitation!
Common Are Improvements provements to Site
Facade Balding #2
Facade &n7iding #5
Ail Work To Be Done As Per Approved Piens and Spec ncations
To Conked Price of $2,289,000 As Per Section '4' Ni./ein
RELEVANT DATES: Commencement Det.: Upon WMtsn Notice From Cane:
Completion Date: October37, 2005
46/
�v�4'
Jul 20 05 02 51 p
Shellman Const. 951-352-5839 p.2
FOR VALUABLE CONSIDERATJOIt the adequacyend sufficiency of which one lraebyacknowledged,
Owner and Contractor, agree es follows:
CONTRACT DOCUMENTS.
Tte contract documents (''Contract Documents) shall be Comprised of the Wowing:
• This Agreement (as >! may be modified pursuant to Its term,):
• TM general conditions ('General Conditional aNeehed Ae►et fo as Ektrlb1 A-1";
• TAe plans and apecllrcationa ('Plena end SpedRcstions ,►elating to the fug scope of work
delihed in the Owner Participation AQnementwith the Palm Desert Phfevatopment Agency
dated March 25, 2004, es amended, Whaling to the Palms to Pines Eesl Shopping Confer,
Palm Desert, CA, (nchrdi►rg without limitation, those approved by the City of Patin Desert
attached hereto in Exhibit A-2' eppieetee toy
Common Area improvements b SM
Facade Building #2
Facade Building 145
• The ,. _11 i, 11,.r and labor and matertd payment bonds, if any, identilkid in the General
Cdldtll IS
• ThePO procedures andfnstrudions manual rJob Manure) If any, attached hereto as Exhibit
A-3";
• The project safety manual (*Safety Manuel'), d any, attached hereto as ExhfbrA-4 ; and
• The instruction to bidders (*Instructions To B+iddlers), rlrany, attached hereto es Exhlbn A-5'
The Contract Documents form the Agreement. Nothing contained in the Contact Documents shell
create any contractual relationship between Owner and say Subcontractor or subdgbconbatbar of
Contracfor.
2. SCOPE OF THE (WORK
Conrrectorsheil kanksh supervision and upstart and Grm*trUd ea work, labor. materials andequdpmsnt
to perform end complete in ',good, expeditious and worltmangke manner, the work (Work) ea more
particularly described In the the Contact Documents and the General Conditions.
3. COMMENCEMENT AND COMPLETION.
C ontractorsha # commence the Work on the "Commenoantent Date es specified on page *rot fhb
Agreement Subject to adjustments approved by Ownerin acoondenoe s l th the General CondNans,
Contractor shag toffy and entirely ca ptele the Work including ail "punchy or *erne by the
"Completion Date" as specified on page `i-of this Agreement and give Owner mitten notice thereof
Mace of Completion "J. In the event that Contractor does not cortlplate aA of the Work by the
Completion Vote, Connector shell pay to owner the awns of Five Hundred Dollars end No Conte
(.s500.00) per day for each calendar day until the date thereat
4. CONTRACT PRICE.
Supiad to additions and ddductions as provided in the General OondMions, the Contrite, Forte is The
'Total "set Berth in the Schedule(s) of Values attached hereto as Exhibit 'R'
5 PROGRESS PAYMENT&
ham
2
Jul 20 05 02:52p Shelimen Const 951-352-fi839 p.3
Progress Payment Applica ion shell be in the form of the (AIA G702 and G703 and shad include the
;terns set forth in the Schedule of Values attached hereto es Exhibit 'W. Progress Payment
Applications shelf be subsranednototerthanthelastdayofeachmonth,orthefirstSinewsDey(as
defined in the General Conditions) theresRer iT the above -referenced day falls on a day other than a
Business Day Progress Payment Applications shall be basted upon the Schedule of Values (Which
she', take info consk/erslbn changes in the Wong which haw brim approved do accordance with the
General Conditions) incorporated within the Progress Payment Application based solely upon the
Worts completed to date *Me beginning of each Progreaa Payrnart1 Appfation cycle as determined
by the Owner and its lender, if any The Schedule of Valve w l be papaw( d In such dorm end
supported by such data (Inclusive of the following) to substantiate its accuracy as the Owner and is
lender, trany, may require.
Progress Payment AppifcWorw revert incrrde the following:
▪ Copies of all invokes fared materials suitably stored at the ste of the Work or at acme other
location agreed upon but not yet incorporated into Me Wort;
• Property completed Conditional Release of Lien and Waterer of Cleans;
• Beginning with the secant/ payment argued!, a properly completed Unconditional Release
of Lien and Waiver of Clain eon►'+ covering the previous payment;
• A Supplier/Subcontractor Statement and appropriate Raiser* ante; and Waiver of Claim
fumes) in the event of Exhibit aC from act suppgers end subcontractors of Contractor
Each Application for Paymwrt shag show the percentage of compthfott 01 each portion of Me Work
comple*ed as 01 the end of the period covered by the Applicetton for Payment. Such percentage of
compteUon shag be the leseerot (1) the percentage of that portion of the Work that hes actually been
completed, or (2) the percentage obtained by dividing (a) the ripens which has actually been
incurred by the Contractor on account of that portion of Petit* for which the Contractor hes mode
or intends to nuke actual payment, and teach volt become due and peyeb* prior to the next
Application for Payment by (b) the amount onto sham of the Contract Price +Mocatiad to Mee porrbn
of Me Work in Me Men most recent Schedule of Values. Web* twenty (20) days of Owner's mce/pt
of Conbado►s Progress Payment Application in proper tom and win a0 required altachmente (as
noted above), and provided the Work it ki jM compliance with tit* Contract Documents, Omer
er wN
rennet to Contractor fir Progress Payment less a rrteikage of ten percent (t0%i) and lass any
amounts Owner may withheld or deduct in accardence vole) the General Conditions.
8. FINAL PAYMENT.
When Contractor coneldera that he hes met ail of his obligations under the Contract Documents,
Contractor shag certify to Owner that the Work its templet in accordance with the Contract
Documents. Sugeat to the General Conditions, within Moen (15)) Osa Martha issuance afa Notice
of Completion, Contractor shall aubnit to Owner hb Petal Apolfcetbtn for Payment which shad set
forth all amounts nts due and rernakni'ig tapakl and an aslMtMt of all minor work to be enamel/shed.
When the Work hes been congoleted in compliance WM this Apnunsrtt OtwnerahaY cam a a Notice
of Completion to be recorded in the county when the property is boated and Final Payment shag be
made Wily -six (36) days thereafter. Bette Final Payment* made, Contractor must comply wet all
requirerrtents de* Agreennent, inhaling redhvuf gfnaiefion the Genteel Aoredkibrrs
7. INSURANCE.
Before darting she Work, Contractor shall, at his eapesae, procure and nmileakn insurance on err of
his operatlons In connection with the Work with osmhe t aooepfa6U to Owrrp stsetkg the general
requirements set forth In the General Conditions and providing for Me tbi'bwring tints:
▪ Workers' Compensation and Employees Liebity lnawanoe of not less Yuen:
.I* 14111
3
ay
Jul 20 05 02:52o Shellman Const. 951-352-5839 p.4
S500,000 each accident for bodily Injury by Occident
S500,000 policy limit for bodiy injury by dowse;
S500,000 each employee for bodily injury by disease.
• Commercial General Liability of not less then:
51.000,000 each occurrence (combined single dolt! OW bodily injury and pity
dernege:
$1,000.000 tor personaladvertising injury lfabi l
$1,000,000 aggregate for products-comp/Mod operations;
31,000,000 genera! eggragete.
• Automobile Liability of not less then
S1,000,000 combined single limit each accident for bodily Injury end property
damage.
• Excess Coverage of not less than:
$1,000,000 each occurrence;
Si, 000,000 genera! aggregate.
Contractor shaPproviders Warlerof Subrogation endorsement under leis Worker's Compensation Insurance
Mat contains the following wording:
W. have the delta recover our payments flour anyone *LIM loran fr1juty coveredin this
policy. We will not enforce our rights against fire person or atgpMzetlon named Wow (this
agreement applies only to the extent that you perform worts under written contract that
requires you to obtain this agreement from us). •
The Certificate ofbhruns:ice shaNparkle forthe k#owk gas a dcMk,nallestusds: Amerlban InvestmwS/Paims
to Pines East LLC, Alec J. Glasser. AJG Pmp•dy, LP, Ma Glamor Family Thast, and/ o► al1 Members,
Directors, Officers, Owners and Employees thereof.
The Description of Week in the Certificate of Insurance shell be larthe project as described 0n page
one (1) afthls Agreement and shell cover the Scope of Work as provided In this Agreement.
ti. MISCELLANEOUS PROVISIONS.
A Go .ernbn2Law This Agreement shad be governed by the laws d the State of Callbmie.
B. Entire A reement. This Agreement supersedes oft prior negotiations ampoule and
undent&endingS, if any, whether widen or oral, of the parties hereto, and constitutes the entire
understanding of the parties with reference to the Work. This Agreement miry be amended only by
a Chang* Order Inured pursuant to Article 5 of the CANNIal Conditions ors writing signed by both
parties.
C. luggsreemeggrAgaiggi. Owner end Contractor each birds Ise,, It* si cCessora, assigns
and isgd »psserttatAroe o the other party hereto and to the succulent, assigns and legal
representatives al such other party In respect to el covenants, agreements andobligetbna contained
in the Conbset Documents . This Agreement may be eseigned by Ownerinduding an assignment to
any tender(s) providing itriancing for the Project Work (es dednad in Me General Conditions). The
ammo. grooms
+vex r
4
Osalwilsalff
eitr
Jul 20 05 02 53p Shalimar Const.
951-352-5839 p.5
Contractor shall not assign the Agreement or any potion thereof without the prior written consent of
Owner but suet restriction shah not afed the right of Contractorte subcontract port;ona eft Work
Nothing cantered herein shall be construed to prohibit Contractor's assignment of his right to recalee
payment pursuant to Me California Uniform Commerclal Code; provided; however, Mat Owner's
written consent is obtained and Met Owner shall not be liable to the assignee for payment unties
notice of such assignment and demand for direct payment to the assignee Is received by Owner
together welt reasonable proof that the assignment has bean mace. In such event, any payment to
the assignee shoe be by joird check to induce all Contractor's Subcontractor and their respective
Mechanics (as defined in the Genets! CorrdmNons).
D. Sevv'abflfv. 1f any area or more of the provisions contained in finis Agreement or the
application thematic any persons or circumstances, shoe for any reason be Merit* be Invalki, Pegal
or imanlbnceabte in anyrespect, such fnvalld1y, 81ege ttyorunerdorceablrfiy shall not effect any other
provisions of this Agreement or Its appik atlon to persona or clmumatenaes other than those es to
which 11 was invalid, Riegel or unenforceable, but this Agreement shell be con$bved as frsuch invalid,
gager or unenforceable provision had never been contained herein.
E. Rea?Odies C um: tree. All rights and remedies of the polls& hereto ere VinIngstOns end
e tchtlon to those existing st law or in equity, and the exercise of anyr one or more thereof by saber
party hereto shag not be construed to constitute a waiver of any othara; and the vrelyerbye ther party
hereto of any breech or default on Me part of the other party hereto shell not be construed to
constitute a waiver of any other breech or default.
F. Morms' Foes. If the parties become brvohned in litigation or arbitration with each other
arising out this Agreement oratherperformenoe thereof in which the aetekes of an attomay or other
expert are reasonably required, the prevailing petty she be limy compensated fir the cost of Its
participation in such proceedings, Including the cast incurred for *honeys' fees and experts' fees.
Mass Judgment goes bydefault, the attorneys' be sword shall not fie computed In accordance with
any court schedule. but shell be such as to ttiNy reimburse ant a 0meys'rreea actually incurred In good
rah. regw bees of the sire of*Judgment Jt being the fri entlo n of the parties to be tir#y compensated
For ail attorneys' fees end experts' fees pail or 1ncurrad in good Keith.
G. Section Headings. The headings of the severalArUcles and Sachem cities Agreement are
inserted solely for convenience of inference rind they are not a part of an are not intended:a govern
emit or In the construction of any tens or provision hereof.
H. nekton:rshlo pipet**. s. Neither this Agreement no►any of the other Contract Documents
she! be canalized as creating e general agency orpar rrershO between the parties, and Owner and
Contractor shell have no authority, wrests or Implied, to brand each enter, except as specifically
provided herein. Contractor and Owner do. however, agree to„ wIthaadtother tof cieste
the t,mety and economical completion of the Work In i . , , .. with the twins of the Contract
Documents.
1. you jrcrdMation. Contractor does hereby subordinate any and a Jens or lion chime which R
may now or at any Line hereafter hove to secure peymenf of any sums now or hereafter owing by
Owner to Contractor under the terms hereof to the ilen or Rens ghern or crusted to aacuu the
repayment of any construction ban or bens made to the Owner M connection Witte,' Ptgjed Wort
Contractor spas execute promptly upon request such other or further etc reeMelte evddenokig such
subordination in such taro vs any such leader or enders Mee require. Notting contebrsd In this
Sectton spas be construed to impair the lien rights that Cantrac1ar world otherwise have.
• N*t1C+i AR notices, requests, and demands of any kind whiff either party hereto may be
required or desires to serve upon the other party hereto shah be in with fp and shall be served upon
such other party workroom! aerWoe or by malYtng a copy rrer.of Cyclist/ad nisei!, poafpe Dr1paid
write return receipt requested, addressed to the address dutch petty ail forth ki this Agreement or
byfacsimile provId derewerbeckconrrmationofAheentietraceisreceivedandncficelethereater
coniketedbyrecaste►edorar rtfre?meimerited•PaeviocrsyDeiveredbyFacsimile ;orbyereputable
overnight courier service. M case of service by service shalt be deemed complete en the day
AwnlImillgrespeot
411•M
airrierlik v
Jul 20 05 02 53p Shelimen Const
951-352-5839
p.6
of actuer deflwry es shown byte* eddresse s b registered or certified neat map: or Nth. expiration
of the third business day after the date of mailing, whichever first occurs. In case of service by
facsimile, upon receipt of the fecsbrdfe member as evidenced by the answer bock mechanism of the
facsimile machine, end in the cane of delivery by courier fed day delivered ae evidenced by the
courier's delivery recept. The adre sae$ to which end the persons towboat notices end demands
shall be delivered or sent may be changed from tine to erne by notice served es here *above
provided by slitter party upon the other party.
Acceirell.ftli2ail. Owner shah! be afforded access to ell tithe Contractor's records, books,
correspondence, Instructions, dnrivinps, receipts, vouchers, memoranda and earlier datarelating to
Me Work during reasonable business bourn, and Contractor shell preserve all such r.catis for e
period of Ave (6) years after completion of the Work
M. ifiternretatlon. Roth Owner and Contractor have. with the assiatanoe of their respective
counsel, activity negotiated the terms and provisions contained in the Contract Documents.
Therefore. Owner and Contractor waive the edited of Cefbrnie Civil Code $1064 which Interprets
unc.Asinties in a contract against the party who drafted the contract.
N. Stiouletedlmtereat Rea. Whenever Contractor is obligatsdto pay Owner any sums pursuant
to this Agreement dieaIstandrpbalanceowingOwnershadbeerinterestelfieSOufatedinterest
Rate (ea defined In U e General Condtlons) ken the date due until paid
O. Wade Riehb. Any Indemnify. warrantyargueranfy given byContractor In the Contract
Documents short survive the expiration or Lamination of this A9neem ral and aid be binding upon
Corrector until the later of (1) anyection fherrunderle barred by tiny applicatrlestehAe oflirnifelloma,
or (2) such date as any cfahn or action for which indemnification may be claimed a fully and tfneily
resorved, and, If appeccabla, any compronalss thereof or Judgment or *weed than* It psid in full by
Contractor and Owner or arty other indemnified party to reimbursed kr any amounts paid In
caveman thereby or upon a judgment or sward thereon and In define of augh action or claim,
Including actual attorneys' fires. Payment shalt not bee condklon precedent to the enforcement of
any of tie 11)0an0y Provisions 1n the Contract Documents.
CONTRACTORS ARE REQUIRED EY LAW TO BE LICENSED AND REGULATED BY THE
CONTRACTORSSTA TE LJCENSEBOARD WHICH IASJURISDICTION TO MIVESTIGA TE COMPLAINTS
AGAMVST CONTRACTORS IF A COMPLAINT IS FILED WITHIN THREE YEARS OF THE DATE OF THE
ALLEGED VIOLATION, ANY QUESTIONS CONCERNING CONTRACTOR MAY BE REFERRED TO THE
REGISTRAR, CONTRACTOR'S STATEUCE iSEBOARD, P.O.PJOX2B000,SACRAANTO, CALIFORNIA
95826.
I WITNESS ITNESS WHEREOF, Owner and Contractor have rixecuted this Agreement this ?/d day of
2006.
OWNER'
American
Co
By:
CONTRACTOR:
one s to tines East , LLC Wirt Shellman
• . Nedd •
�j
ampler. Iwaw
pang
6
Wirt Wiseman
Jul 20 05 02'53p Shell man Const.
951-352-5839 p.7
EXHIBIT A
THE CONTRACT DOCUMENTS
A- 1: General Conditions- attached hereto;
A-2: Plans and Specifications -
The plans and specifications (ems end Specifications, attached hereto Inctudirag the fill scope of work
defined in the Owner Participation Agreement with the Palm Desert RedevelopmMtAgana ydafed March 25,
MA as amended, refilling to the Palma to Pines Fast Shopping Cinder, Palm Oased, CA, inducting 1g without
limitation, those approved by the City of Palm Dram attached hereto ka Exhibit 'A-2" appllceblr to:
Common Alen improvements to Site
Facade BuIlling 02
Fecadt Bung 05
A-3: Job Manuel- None;
A-4: Safety Manual- None; and
A-5: instructions to Bidders- None.
Jul 20 05 02 54p Shellman Const
951-352-5839
p8
EXHIBIT "B„
SCHEDULE OF VALUES
See Attached
*raft ma'am,
►r 7(7014
Jul 20 05 02.54p Shellman Const.
Apr )t tlb (K.04ci SheNnen Con*
SHELLMAN ENTERPRISES
Palm Dirt
SITE
'tar
cam
de
tarp Time. Olga dern'a
1.
tN4
M�.w. !_ a .e
1Prome ores
Rider
eir, goes
twerp
I t'�nMM
�30 1 1?j�_ r�rr
rJF�to m.
Talkwianzw
*Ara Olt
Mreill. mews,
Tail Cad
951-352-5839
Tait riut
4.10
951-352-5839
P.1
p.9
Jul 20 05 02 55p
Apr 07 05 03'35p
Shellman Const.
Shc4lrnen Ccn
SHELLRANN ENTERPRISES
Patin Desert
Building 2 '
'1-oa0
'1 MeiQef
1 •moo Ger�ua1 w+wig
1.408 ' m.c 9_Cook
11:
lwglrj
4480jig). a1F1oe 0wl+m
1-*0 Pimp
}70q
11-710 � ESE
1-740 3ae1p let
GM11K l
I aYw�lf 1
fitilliP.=
ianoa l
_han Upj 1,6001
170 eCiia h I I I
1-sp0
1-980
1-
}
LOW WIPE oll.
4i000 r
961-362.6639
oen.
951-352-5839
pS
ITM!'
.0 lust
�01 $ 1300
1
1
13;00 I i - s - $ 1A101 i 3.400 141.410
211,1145;rtan
i 1a -
s
1s.T7o_ j*Wi e1e{e
NV*C
Nei
Slaw. NpuE
lakrcrurtum isAppi
OVIENHEMPROf IN
TOTAL 1
p.10
Jul 20 05 02 55p Shellman Const
Apr u r • i D Sr ;Wren Carta
SHEujAAN ENTERPRISES
E.ni
CPT t4,tprirolt
We. II *Mt
T
trim ovum averwe
FS
}Imp. Main&
r
Ttimita
Tlt��FtinOe
t� awe ub
Leiwrin CMMUot
tw��
Palm Desert
Building 5•
ricmor
1 '0, o'-
24i0 9tt.IL n•
-4320
1101122
�t Li
Oft
a
sdzl 121e001 Doom
So 1w -
}
A
f
Ibui-TOT 17,600
Il1CND I
r ► Aivs" POOP;fbTAL as)
r 1
m
9513V-41139
1-16111.
111,1121
1700
>o
951-352-5839
p.3
17,422
tbn I � i/
;a
UK-7i,6
111,2011
r 1 1 ii011.1117
p.11
GENERAL CONDITIONS
TO
CONSTRUCTION AGREEMENT
TABLE OF CONTENTS
eftliriCLE 1 PAGE
SCOPE OF WORK STANDARDS AND ADDITIONAL DEFINMONS 1
1. SCOPE OF VIORK 1
2. PROJECT SITE 1
2.1 Inveetigattm of Projact Sks 1
2.2 No Regatta 1
2.3 Incorporation ol Contract Documents 1
3. SUBMITTALS 1
4. QUALITY CONTROL 1
5. QUAUTY OF WORKAMNSHIP AND EMERGENCY WORK 2
5.1 Right to Reject Work 2
5.2 Emergency Repairs 2
6. MATERIALS FURNISHED BY OTHERS 2
7. PROTECTION OF OWNER'S WORK AND PROJECT WORK 2
a USE OF EQUIPMENT 3
9. SC.APFOLDING, STAGING AND HOISTING 3
10. TEMPORARY UTIL/TIES 3
1/ SAFETY 3
11.1 Safety Praceutione 3
11.2 Removal ol Dobai. Etc 3
12. REQUIRED MEETING 4
13. INTEGRATION OF WORK 4
14. HAZARDOUS MATERIALS 4
14.1 PioNbillevi 4
14.2 CompRence wit GovernIng Lams 4
14.3 Notice of Hazardous Materiel 4
14.4 Disposal &Hazardous Warfel 4
15. ADDITIONAL DEFINITIONS 5
ARTICLE 2
SCHEDULE FOR COMMENCEMENT AND COUPLET/ON OF WORK a
1. COMMENCEMENT 6
2. SCHEDULING 8
2.1 Scheduling a
2.2 Mannar of PerIbming Worn a
2.3 Failum to Wuhan &Module a
2.4 Contra Over Project 6
3. LIST OF SUPPLIERS OF SERVICES AND MATERIALS is
3.1 OPIPotion 8
3.2 Changes a
4. PERMISSIBLE DELAYS 8
MIMS' valmsest CO 001407101411
Conoluillne6
5. DUEPROSECUTtON 7
6. COMPLETION 7
7. DAMAGE FOR DELAYS 7
ARTICLE 2
CONTRACT PRICE AND PROGRESS PAYMENT APPLICATIONS 7
1. CONTRACT PRICE
2. PROGRESS PAYMENTS 7
2.1 Progress Payment Applications 7
2.2 Fit Progress Payment and Payment Retakeges 7
2.3 No Waller 8
2.4 Failure to Trolly Provide Required Rion atlon 8
2.5 Rtght to Wltld1old Payments
3, LIENS 9
3.1 Defense g
3.2 Recordation of Len g
3.3 Disputing Lens 9
3.4 Payment Subiect to Perform/me 9
3.5 Right to Wtthhald Payments 9
3.8 Payment of Suppasm by Owner g
4. LIEN RELEASE 10
ARTICLE 4
CONTRACT DOCUMENTS 10
1. CONDUCTS AND CLARIFICATION 10
2. NO ADJUSTMENT FOR GOVERNMENTAL COMPLIANCE 10
d8L 5
ADDITIONAL GENERAL AND SPECIAL CONDITIONS 11
1. CHANGES IN THE WORK
1.1 Change Orders
1.2 Au(Iusbnent to Price and Tina to Perform
1.3 Change Omer Request by Owner
1.4 Change Orders Argusbrerta
1.5 Conn wily+ Change Orders; Payment
1.8 Weuthoriied Cher1gss
1.7 tuck Up Data for Change Orders
1.8 Mad of Surely Bonds
2. TERMINATION OPTION
2.1 Owner's Right to Terminate
2.2 Stoppage of Work Upon Termketton
13 Payments Upon Termination
3. EMPLOYEES OWNER
3.1 Rommel of Direction of Owner
3.2 Compeers:* with Master Agreement
3.3 Substance Abuse Testing
14 DeMbery of Union Trust Fund Repot
3.5 Combater with Laws
3.8 14b* Stoppage of Slow Downs
17 Desk nation of Representable
18 ProhibMo n of Consumption of Alcohol end Begat Sutrstence
4. CONFIDENTIALLY
12
12
12
12
12
12
12
12
12
12
13
13
13
13
13
13
13
& INSURANCE 14
5.1 Required Insurance
~MN Millinlat
14
Omr worm:*
easel. Maws
(A) Worker's Compensation end Empbyers liabBly insurance 14
(ili) Commercial General Liaby 14
(C) Automobile Liability Insurance 14
(0) access Coverage 14
(0 General 14
5.2 Compatriot, lath Insurance Requrrements 14
6.3 Approval of Insurance 15
14 Waiver of Subrogation 15
5.5 No Waiver 15
5.0 Cleans Under Insurance 15
1 GUARANTEE/WARRANTY 15
7. STATUS OF ()maw 16
8. WAIVER 10
9. INDEMNIFICATION 10
a. 1 owners indemnity 16
9.1 1 Limitation of Indemnify 17
9.1.2 Owner's Obligabbn to Dehnd and liokl Harmless 17
9.2 Risk of Loss 17
9.3 No Limitation of !Jab* 17
9.3.1 Compiianc• with Solely Laws and Palley 17
9.3.2 Failure to Com* 17
9.3.3 Dangerous Condbons 18
9.3.4 Waiver and Releases 18
10. EQUAL EMPLOYMENT OPPOR TUNIT1ES AND VIOLATIONS 18
10.1 Discriminadon Prohed 18
10.2 Compliance with Anif-Diecriminadon Laws 18
10.3 Failure to Comply with And-Diaorlmlnation Laws 18
11. BONDING 19
11.1 Faithful Performanoe Bond 19
11.2 Labor and Maier's/ Payment Bond 19
12. DEFAULT; REMEDIES FOR DEFAULT 19
12.1 Default 19
12.2 Remedies 19
(a) Termination 19
(b) Exercise Other Remedies 19
(c) Withhoiding 19
(d) Set off 19
(e) Died Pitmen( to Others 20
(1) Otiver Remedies 20
AIIMIONSW
011,10641. 0011WICINI
Omelrimem.06
GENERAL CONDITIONS
ARTICLE I
SCOPE OF WORK STANDARDS AND ADDmONAL DEFINITIONS
1. fireCEEDEMZ
The tams 'Work' and "Scapa cf the Work' are synonymous and may be used IntertiMnpeebly to
mean the hrndehkpofail labor, motorists, tools, appianas,.qupoa ont. *upptaa, super , construction
plant and machines, transportation, fuel, shop drawings and sarttpfes, as-bue drawings, accessories,
weinintteaiguarantees, Ind hfMoe facfilties erdkrofdent.0 necessary or convenient in accordance with the
Contract Documents (inclding any oonsbudbnshow orreasonaW ilinfablahw»rhoCatbird Docwn.P )
siren* observing and aomplytrpwith ell Governmental RequiwnaN*(*finedbel w')eaandwhenteq iced
for or In connection with the conservation, testing, MIN operation end sucoeaa6+t comp/aeon of that portion
of the P►ojed covered by the Sect* of the Work end the carrying out by Contractor of NI the duties end
obNgetton* for de Work knpooed by the Contract Documents. The work shall also kick.* such I ncldantal
work items, waits may not be tyros* krdlc red in the Comtrsd Document', but i M l are oonaideredthe
Contractor's ohlgaton to provide under normal standard won Industry anions and practicoa within
Los Angeles County, Celttvnis.
2. jROJECTSITg.
2.1
of the Contract Dominants, the nature
is to be performed, to character. and
complete the Work In accordance with
manner, the general and beet
ConfradorL pedbrmanca of the Work.
Conesoto► certifies that he Is bay bun wllh a1 Who tonne
of Eh* Projor t Site, Dm condbbons under which the Wok
of the materiels, equipment. and facettee Moseseryb timelY
ngt/rertenta of Mkt* 2 hi a good and wakma 1*
relating to the Work, and at other metiers that may effect
2.2 tki Reliance. Connector enters into this Agreement (ender subnormal m armoreon,hereto)
barred upon his knusedgetion of all ouch Totten at* lath abort and is not relying on any pinions or
raprea.Mationa of *ow and no veret an7reoment or • . 1. with any i r d any one or
more o(fh. Ravlewhg Representatives (or other sudnorfrad repnaanfatlwa of any one or more d them)
•Rnar Were or after tie execution or • Agreement. No a,Nmafe or old of Contractor preceding this
Agreement ghat affect or modify any of • terra or obtgetbna contained herekt. In view of Conmdsdor's
'ambiguity with de foregoing matte a, • • assumes aY risk of ogled Site and/Sons h agro itg to
perform the Work for the Contract Price a • in sccordance with the Pnoied Scheduia.
2.3 All provabne of the Contract Document are
, . , ,, .' Into this Agreement by LWe - and shall have the sane effect as if written In All In this
Agreement Contactor and his Saboarbawtors are bound by the Coobed Documents insofar as they Mato
in any way, directly or kdirectty. to the Wont covered by this Agra manL
3. fair
The Work *hat Induct* the en*
sagwnoe and widn sufficient feed time
contractors for Mviaw and acceptance
MPn*.nt a0* of owner). The
not be deemed an . or
Contract Document* or any part thereof,
techniques, sequences or procedures
CbnfMdorb.Ing solely liable for such
ration and submittal ofat Submittals (defined below) in such
•s to cause no deify in the Work or in the acdvRas of other
y the Revf wi g Repw vita*0a (and are cats authartsed
RepfesMMagvos Mvisw and aeaptance of the Subnrleteb shot
of the safety or design oonabnmanca *Me Submittal* elfin the
nor approval or acooptrwo of Contractors means, method*,
to the work or ., • wth Governing Requirements;
1
oeswK eaon>ore
rar.ertor
TM Work shad Include quality contra inspections. connector shell irpbm.rht appropriate gu*1y
control and inspection pogroms for the Worn that are acceptable to Omer. Dairy written reports shad be
submitted by the Contractor for the status of Work in progress. On -site Inspection by the Reviewing
refleveContrectortrom covey
out his inspections end his oneibiy for supervisings or. Damning Agenda, of them, MN notin � portions of the Work Contractor
shell daze his stiles and eftanlion to bre same degree as would be expected from sidled contrsctc s
pefovmirg work dine seeme oompisay magnitude es required with respect to the portion of the Project
covered by the Scope of the Wbrk. shoe at.eshws furnish to the Reviewing Repre.eI1O&I S, or
anyone or more of them ample fealties for materiels attire PnyectSAe oral to Contrectore shops
crony place where mat # undorthIsAgreamentmay beinU►.carseolpnnperedon,proo as,menufactre
or treatment. Conbeotor shell further furnish to the Revbwiwg RepreeenistNes, es often es reasonably
required by Amer, glad reports of the Progress die Work a( any piece where materials under fhb Contract
may be lathe course ofpreperatfon or manufacture or storage. Sand sports ere to showfhs progress ofsuch
prep.ration end manufacture as may be required by** Owner, including any plans, drawing* or diagrams
M the course of preparation. Contredo►, utltzing the Aiohlecra es -built held piens, shag neatly, cleanly and
concisely nsaintsin as-buR drawwhge, updated weekly, ahowig locations of all equipment end materials es
wee es revisions and modifications fc details alfircting the Work end the Plans end bbecnoetbhrhs
b. f:KIALITY OF W4R VANSHIP AND EMERGENCY WV ?C
The Work shoe be executed kr the most sear. sound, workmanlike and banana's! manner. Aff
workmeneh . shell be Bret clan and of the best of is several kinds, end ell mefnisle used In the Wort shed
be furnished in ample quantities to feaRab she proper and expeditious execution and completion orate Work
and she be new and the best of avers! kinds, except es may be expressly provided in the Contract
Documents. 'required by Owner, Cart eceorahelfunWah swtAtenos+eaifeciay So Owner as to this kind end
quad' of materiels end equ$ rant. No substitute whatsoever shed be ordered or Nefeeed withal the prior
nadesn approvat of Owner, ogee approval Owner may give a withhold it Its sole discretion and which
approval Owner may condition upon furnishing such other diet about the prww)oosedaubstluteae Owner or
any of the Reviewing Repwsentaihros may consider pertinent.
5.t ajakkibistirta. Owner shell et ad tines have the right b reject andtor stop the
p.r1 nnanc. of any Work which does not conform loth* Contreot Documents, or which ha not satisfactory to
any Governing Agency. Contractorahae, upon rea$t of any such notice from the Owner, imwedietahyssop
performancelend caned anymancconfomang Workandahs,bearer* fwd. cost of doing so, i nctdhV Me
cart, if wry, Incurred by Airy a reared any disturbanoe Odra Project Atrlan progress. ifContractor fah
to immediately commence corrective procedures end to prosecute the same diligently to oonpbfion. Owner
shell have the apht to stop the Work i ineileta ' upon wrklion mike to Owner, and Owner shag have the
remedies avtlabb under this Agreement, Including without Imitation, the remedies set forth in Ardis S.
thesafety alpersons orproperly, Cordretor special or
byhitort ti ,[canner,
shell ad at his own discretion to prevent such threatened tea or � Atm the
rey o am
Owner,
down his *pensions unNany unsafe condjbnbaboon corrected. Contrectorshed notey Ownerininwriletely
of the action taken and the stature of the emergency. Any additional compensation or extension of UM*
claimed byConbedwcMavowal of the emagency, when such emer encyknrdcsraefoyer,m o en°,
w defauk of or any this Subcontractors, slue be determined es pr mid d h *tide 6.
4. etteasismewstougaramim
tribe Work Includes habitation ofmateriels *requitement ant frrmish.d by ctars, Contraotbrehee, filth*
prawns aWAmer,auehrlyercent re,hepeot:unload,invenkryendecceprbwwlingisdemasoprovided
and thrwphon mow es neo...sery, handle, store and head the Items a fit akgi and mew as to mews their
satisfactory installation end operation. Upon Ornery written acceptence of meterlets and equipment
furnished byoaters &the Work such meted& and equipment shot become the eelrespoabgAyofOwner
and any loos ardor damage to mNwiNa or equipment tlaNsfad by Mess due to negligence union wlfuf
misoondud offs Contrectorshag be chirped to Contractor end deducted k m, monies due Contractor under
this Agreement. When Contractor makes Ms inverntory of matrieie end equipment furnished by others, and
pia to conunenckg any installation. Contractor shell provide Owner with a written hmwdory dad missing
andbr damaged materials and/or equipment fumished by other, it oomacton with the Work
7. PROTEC710N OWNER'S WORKAND PR JECT WORK
Contractor shot effectively and safely secure and protect the Work from damage or harm, from at
sources bank, gthe elements and the defective orinoalnpeb laborormataids authors, and shadassume
finsponsiblEyforth, condKtonthereofundfacceptancebytheRe ter*gRepneentation. Contractor she
provide such protection as is necessary to protect the Work and his workmen and the worbnen of other
contractors from his operations. Contractor shad be tabb toe any Iona and%or damage to any Pitied Work,
to any equipment and motorists on or about the Prgiect Ste end wodenen thereon wink h s caused by
Contractor, his employees, SuL arrdhrthstrirW tees. Contractorshala so eke ail steps necessary
to protect ecdocsnt surfaoes end work p.Aormed by others from damage due to Contractor's performance of
his Work Contractor shot not post any signs el a In the vicinity of the Prs*sot Site nor prom* the same of
tiny ofhis Subcontractors. unless Contractor has obMned the odor wrRtan approval cafes style, sirs, type.
color, and location of the proposed sign from the Owner and from at Governing Aganakes or any owners
assodal on having Jurlediction own such posting. Contractor shot adhere, and shalt cause his
Subcontractors, Rs Mechanics and employees to adhere to and abserw at signs posted at the Protect Ste.
8. USAF EQUIPMNT
Conbactor assumnea all reapons%o9Xy for, and shot hold Owner harmless from, sll oblate, actions.
dernandielabiliffes or expenses, including attorneys' lees and legal costs resulting horn the use of Owner's
equipment or fealties used by Contractor, his Mechanics, Sc., .. .. or throb' respective invitees.
a. SCAFFOLDING. STAGING AND NOISTYNG.
As pert of his Work, Contractor shot provide, and et al limes continuously maintain, In safer
operational condition, the Work and at scaffolding, staging, bracing, hoisting, planks, ladders, doing,
barrioades, profective flambee and coverings, and ail other anointed equipment and occasions for the
continuous said and satisfactory acconpMNuant of the Work and al pardon ihehof, including et
unloedip emotion and removal of unto from the irrgid Ste. Usage of any equip ant of
Owner anal bepermitted only with prior written approval hom Ownerand shall bemitred loan* compliance
Mitt otMims end oondlbrrknpoeedbyOwner end she/ bepemhlsedwhen scheduled wl with Owner on! when
available and shell be 'tin sole risk 0Contrector. CONTRACTOR HEREBY RELEASES OWNER OF ANY
AND ALL CLAIMS W'NE7HER RELATING TO BODILY INJURY OR PROPERTY DAMAGE RESULTING
FROM USE OF ANY FACILITIES OR EQUIPMENT A7 771E PROJECT SITE
10.
Unless otherwise stated in tf a Contract Documents, Contractor shall provide temporary Wecbio
sevkY to a main dietrtbulbn point (from which Contractor shall Annah end maintain In a safe conilion, the
necessary temporary elacblalpower f or the Wcvkl. temporary water and *maw sanitary foci ties at the
Protect Site pursuant to standards for the construction industry in Southern Cailbmia Its' Contractor's
distribution end use during the course of the Work
11. SAFP7Y.
11.1 agfey2gsgegligng. contractor shell take ad necwsay and 'nuked sotiypncaflans in
the perfxmvwe afthe Work, including without limitation oornplyi g with art OSHA safety kw, cadre, ruin
and reguilfibns. Contractor Mel bnmedkrtely notify Contractor of any and all Wades to any ampioyee or
agentofConnector et orebout the Prq.ct Site, and Mal nmediateyrsport to Canbactorairy and alblurts(
to other workmen occunirg *tor *bat the Pro* 8Re. Ocntractorshot waken twenty dour (24) hours Bauch
occurrence finW' a written report of the incident to Owner.
11.2 Raarovaf of Debris. tag, During the comma of the Work Contractor shad remove wawa
materials end debris restating Rom his Work on a day pasts and at such addlbonal fires ea ie necessary,
in the Contractor's opinion, to maknin thee Project Sae in a continuously sy non, achy and safe and
production ready conddlon. Contractor shot store at materials, supplies, egcripment and goods Onion In
IMAM INNIFINSI
onowikto
Meperformance ofthe Via* in appropriate cahtekhers or enclosures that are secure from axes( by persons
not as oared WI the psrlbmenal of the Work In locations *mooted* to Owner. No temporary stuctures,
including construction haters, or other temporary office !knits, anal be placed or maintained at or k the
Ws:10y alms project Ste untHhe Appearance and location of such structures have rsoalved the prior written
approve! of Owner. Upon completbn offhe Work Contrectoraha1roman **nth* protect SCo of t.mporwy
structures, debris and waste Incident to his operation and clean el surface. fixtures and equipment relative
to the performance of this Agreement if Contractor fats to perform any of the cleanup hoodoos under this
Agreement within one (1) day alter written held no(l9oetion to Contractor (through the on,dte representative
of Contractor) by the Owner. Owner may proceed with such cleanup Work ea Owner determines to be
necessary and appropriate and kh fat menmer Owner may dean expedient and all cloak and expenses
incurred by Owner to dean up the Work shall be charged to Canfractorand deducted from Mose monies due,
or thereafter to become due, Contactor under this Agreement.
12. REQUIRED ACM, T7NG$.
Tothe progress *few Project Work i,amannersosetomute Owner ilhattheProject Work
wa be completed firmly, Contractor shot meet and conrerw*h Owner (and other authoriz drepresentatiws
of Owner), Architect Engineer, those contractors and Act consultants who Owner deems neoeasary to
assist in scheduling and coordinating the pooled Work from time to time and as often as may reasonably be
requested by Owner.
1a 207.GRA cYJOF WC7iRK.
If n.ceaawy to integrate the Work with the Wok of others at the Aged Site, Contractor shall cent fit
and patch the Work so that I veil be property Integrated inter, receive or be received by. as applcabie, the
work of others. lfthm Work roomer. mat be modified forth* Work to be property Integrated, Conhaclo►shat
inenedistely nctityOwneriawrlingancdeha/notMarthaworkofotherswithotthewrittenoon..ntofOwner.
14. plAZAl ?OUS MATERIALS.
14.1 prohibition, Contractor shell not perm! any Hazardous !Material (as defined blow) b be
fooled, used, or lnoorporst.d into the 14brk or brought onto the Project Ste in cannectton with the Work
unless (a) absolutist/ necessary because no reasonable alternative Ice waist*, end (b) the precise nature
end quasar of the hazardous Material is specified In welling to Owner, and (c) the prior whiten appova: of
Owner is obtained.
14.2 Dgmthiragyabagombajsyis. Contractor shall comply with M Governing Requirements
(inclusive of Proposition 85) end prudent business practices concerning any Hazardous Material required to
be located, ua.d, andrbrircwpor tedkrto the Work, orbrorghtorb the Project Site arrogated and approved
to be hhhureportedon, to, n ors orabouttheProject Site. ContradnrshalobaatMe. conplymth and not engage
In any activity on, under or in the vicinity of the Project Ste which would vitiate fire Comprehensive
Environmental Response, Gbrneeneetton and the L1ab nyAct of 1600, u.sanded (42 U.S.C. Section 9601
s! gag.). The Resource Con. tvaton Recovery Act of 1976 (42 U.S.C. Section 8901 aim), the federal
Water Palutbn CanbolAd (33 U.S.C. Section 1251 gem), the Safe Drinking Water Act (42 U.S.C. Section
1251 al ), the Hazardous Materials Trenaporta(lon Ad (49 U.S.C. Section 1801 gf egg.), Ms Tbxic
Substance Control Aden (16 U.S.C. Section 2601-2620), the Cellar* Hazardous Waste Control Lew
(California Health & Safety Code Sector 25100 M seg.), the Aorta-C ionge Wafer Quell& Control Act
(CaiMbmk Health li Safely Code Section 1300011[a.), the Carpenter-Preeler.Tanner hNterdous Substance
Account Ad (Cambmts Health d Safety Code Section 25300 gj mg.) and the Safe Ork,kkhg Water and 7b.tic
Enforcement Act of 1980 (Caron* Health and Safety Cods Section 25249.5 poor) and elf of eratstutea,
regulations and orders affecting . h>smatters (ooescevely.'E WronmentelLava",Contrac'rshit
prom*, at Gbntracton sole cat and expanse, take et Inveat story andkr relined al aotlon v.gtdred or
ordered byany °ov.mipAgency arising under EnvIronrnantalLaws eppfoeble to the Work andshalprw/de
prompt written nibs to Owner wen n oopies of of such ,, . , tl meows.
14.3 New of Haiardairs MOM Contractor (fail give prompt wl*ten notice b Owner of the
existence of any substances on the Pnalect Site which era known, oonskiwod, or believed to be haz rdoui
ortordcsubstances under EmMon mentelLaws orany substance crmetier that mute iontabillytoany person
4
MOW ONDMCNIE
arnrw.eb
or entity from discharge of or exposure to Such aub.ance or molter under any statutory of o mmun law
theory, i►cludMry without limitation, p.,&k»s, asbestos, formaldehyde, porYchkxhatad blphenyts. solvents,
petroleum and motor fuel hydrocarbon materi i as wad ea *my other substance that becomes sub/polio any
federal, sale or boa/ eperxy order or regsdrumenI for removal, bu dm int, or remedied edion (collectively
'Hazardous Materiel Contractor shaler opromaympoiftoOwneranycia.n.ano.ormordantInolving
Hazardous Materials et the Project Ste.
14.4 DAggialgetwigthataidebtati. Lbnbadorshd be labia for el an and oti'-eite deposal of
Hazardous Maeda (andshdsign anymenlest kr connection withtte bassoon orstorege *Much Hazardous
Meted.° and for any discharge. release, ►rqury to any person, or bery to any property reu/ing from use of
Hazardous Material In to performance of the Work end shelf be respon.tble tbrobtairing al requtredpennia
end approvals nacessarytOremove such Hazardous Metsrlaforotlurwri eremedyanyproblemreaultngfrom
Contractor's and his Su'... , ; , . and oak respective Mecanks' use of Hazardous MUMri9L Contractor
shot cause the amoral &the Hazardous Malefic used whraglrt onto the Project Sks orthe vicinity thereof
by Contractor and his Subcontractors Wan required by any Governing Agency end remedy any paocatrd
problems Mr Hazardous Materiel ln accordance %WM the apPlcohia
resuitiry from .prudent�buttress e use fasottces provided Owner's prior mitten approve obtained. >
PO
requirements
15. AD,pIT10NAL DEFINITIONS.
15.1 Tuainesa Day' moan. Monday through Friday of each week, except Neat a legal holiday
recognized es such by the Government of the United Sawa steel not be rnpardad as a Business Day.
15.2 ''Conb.cior'shell mean the person or entity who has a direct Contract agreement war the
Owner to perlbrm any cf the Pbgfict Work end WI of his or Mtr employees. The term 'Contractor is referred
to throughout the Agreement and Contract Documents es lisigulv,h number end masculine h gender and
means a Contractor orhti authorized representative. By executing the Contract, the Conbeotor assets that
he Is thoroughly knowledgeable d the Work and related work by other trades and contractors and, ae suok
certifies that he has caefutly.xenhfn.d the Conked Documents, Preyed Sits, Governmental llsquiemerka
and lsaware olandunderstands the avalablayofmanpower, materiels, loch.uf tla.andequipmentrequired
for the Wodc. Contractor represents to Owner that prior 10 executing trite Contract the Contractor has
resolved to his **titivation, air known anon, omkabona, *Rotondo* it codes, ordinances and regulations,
inprectkedealle andb conflicts between to Conked Documents. he Work and the work actorHades
being a panoforotenwiseaffecting hb Wok.
15.3 'Governing Agenda' or "coven *g Agency" sheV mean any governmental or quad
governmental agency or agencies havkplurbdklion over the Work or any podkm thereof.
15.4 'Governmental Requirements' *het mean WI codes, ordinances, lave, permits, orders, and
any nines and multilane promulgated thereunder d al Govsnnig Agendas.
15.5 'tender'shall mean anyone providing IGeancnp to Owner to defray in whole or i1 pan the
costs of the cost d or construction of the Proled or any portion thereof
15.6 'Machenioa' shah mean anyone iwcived with the Work at to instance or request of
Contractor krallidkw mahout Imitation all St . . c , of Oon(rectw and a workmen engaged by
Contractor in connection with the Work, and eil of Heir respective Machandca.
157 "Owner she mean the entity identified krthe Agreement, odasuccessorsandaesigns. The
term 'Orme?shalt mean the Owner orits designated .. Ant (the tonne ldesfgnated,e i,aanatve
and 'authorized representative' are used interchangeably kr this Agreement end have the sans meanings).
Contractor shad look solely b Ma prop.rly of Owner (provided Contractor has properly perfected b right to
enforce is right as against Owww's property) for the payment of any demo against Owner and kr
p.rfbmwance of any oblbatons of Owner hereunder. The shareholders or pertness of Owner, as the erne
may 'MT dire foible appear, jointly and severely, do not have any personal labflly br obagataa entered
on behalf of Owner.
15.8 'Project Schedule' she mean to schedule br the Work set forth M the Agreement
E tam„ ,.r.'°MtM,
15.9 •Prr>jed Work' shell mean all Work for the total construction of the Project required by all
oontrectors.
15.10 •Stpwated Interee! Rate' shot 'menthe pearorof (a) five percent (5%) perannum pits the
dlsooura rate charged by the Federal Reserve hank of Sin Francisco at of Una twenty-fifth (25th) day of the
calendar month immediately preceding the demand. or (b) tar percent (10%) per annum.
15.11 "Submittals' include shop drawngs, product data, samples and abler materiels. Shop
drawings are uriwkga, diagrams, aclrodules and other,hlbm etion specially papered brtha Work Product
Ms ars Ni stratfons, standard adndulea, performance charts, instructions, brodnxre, Megrims, end other
information furnished by to Mustrate materiels or equipment used in connection with the Work Samples ere
examples of Iustratfw materiel or workmanshp and estabbbMd standards by which the Work will be
evaluated.
15.12 Suboontraotov *hail mean a person, firm or corporation and d of his or Its guys/woos who
has orfaave a died or 'flared ccv+trsdorengagement with Contractarto perform any oldie Work or supply
makAels, equipment or any other Rini rotated thereto. fay executing this Agrsenasnt; Contractor represents
that Contractor is the agent for (tech Subcontractor who shall be bound by Dale Agreement notwithstanding
that no sudr Subcontractor is a signatory hereto.
ARTICLE 2
SCHEDULE FOR COMMENCEMENT AND COMPLETION OF WORK
1. iMitaitatitgin
Contractor shall begin the Work on the data or. I appNcsble, wrlhln the URN !knit spooned 1n
the Agreement
TIME IS OF THE ESSENCE OF THIS AGREEMENT.
2 ArS4Pfdli refs
2.1 Sdredrdrg. Daring progress of the work, Ckintractor MI provide Owner with additions,
scheduling Mbnnafkxa consistent with the Project Schedule in a form acceptable to Owner.
22 Manner_oLPerfornera Word. Oontrector Meg prosecute hie Work in a prompt, diligent and
sklMtl manner in accordance with the Protect Schedule and Wilmot delaying or hindering the Plojaot Work
of other contractors **subcontractors. Contractor shall moratste hie *bit with the PFrjed Work dal other
ooratrectars, subconbadors M a manner that wN fact ate the safe, timely end ancient completion of the
Project Work.
2.3 Estimtgitfelollanska. If Contractor fele to maintakr the PMgted Schedule for the
Work, Contrsctorshd, without additional compensation, accobiststhe Work asOwrasrmayd.c to writing,
wtt the Work is resumed end progtrssmg far accordance with the Nieces Schedule.
2.1 Llorcnf Over P,otsci (Amer chap have oonpiete oonbo/ of the Prglect SIe and she' have
an right to deckle the time and order in which various portion* of the Work Malt be installed and the relative
primly of the leak andUre Project Work &other contractors, and in mend, el char(nadirs Woking to
the timely and orderly conduct of the Work of Contractor on the Frgtad SIe.
3. L IST OF SLiPP!JERS OF VICES AND A4! L! a c.
Oonbwd r shed concurrenty with the execution of this Agreement auborl to Owner, Contractors
notarized *Moment ("SupplerStatement, shooigthenamesandaddrssaeeoh/a/UontractorsAwdnnkx
8
ae�Mcaaernoe.
to include all persons bon whore Contractorexpects torequeato►hesrequsatsdservices, materiels, fixtures,
or machinery and equipment for use or Insulation to oom»cbbn w Rh tie Work
3.1 Qgksidta. Oww shall be enfWled to reasonably object to any person or erdty identRad in
the Supplier Statement by nobtol g d Owner's objedkrn within ten (10) calendar days alter Mogi of the
Supplier Statement. if Owner timely objects to any person or entry identified ki to Supplier Statement,
Contrrctorshet♦bnmedlah/yIRhoutadditional compensation or. WbnenttotheConbeotPricereplacethe
objectionable person or entry and resubmit an alternate to Owner foal approval in accordance men the time
and other requirements set forth it this paragraph we an acceptable alternate Is aubniffed.
a2 Chances. No changes or additions of the Suppler Statement will be made mahout me prior
written consent of Owner.
4. PERMISSIBLE DEUY$.
If Contractor is delayed in the prosecution or campistion of the Work by (a) the wilful ect, gross
negligence, or material default of any one or more of the Reviewing Representatives. or (b) i Contractor
delayed waiting Ibr materiels, required by this Contract to be banished by Owner, or (c) by damage or
interference sued by Ore or other casualty not moused by Contreotororhis Subcontractors, nor caused by
or resubng from the fault or txnitusion on the pet of Cr:Wrack( rackr or his St..., , , or (d) by Aots of God;
or (e) tine.Mments when unforeseeable or unpredictable (cOReCBv ly, 'Permissible Daisy), Men to time
herein Axed Ibrth• cornplaton dew Work shag be extended the actual number of days tat Contractor hes
thus been delayed, but no&Rowenc•or•Ad nebxtshadbemids union a dem therefor is presented in wilting
by ContreoAx to Owner within ibrty-eight (48) hours of the begirri,g of such delay, and under no
ckcwnstauoe• abai the time of completion be extended to a date which Wit prevent Contractor bon
completing the Project Work within to time Mimed Conhector for such completion unless the Pbmdesible
Daisy is caused by the everts deacrbed in (a) or(b) above. Contractor shell eat be aWSWto any 'idiom(
compensation or damages for Pamikskis D•4ys: the extension of time for completion shall be the sole
remedy of Contractor, provided, however, that lithe Permissible Delay mule from to events described for
(a) or (b) above. Contractor shag be entitled to make a ch age order request in a000rdence with Article S
6. DUEPROSECUTION.
As prod to At 1, Contractor shag Repent end obtain approved as required by to Contract
Documents for aR Sub/nate/a and do all other things necessary end incidental to the prosscttton (ibis Wok
in conformance wlh Project Schedule. Except when a Permissible Delay ire involved, Contactor shall at hie
own expense, words such overtime end engage such •xtre tabor, equipment, materiels, bob. supplies.
supervision, construction plant and ell other inCidwRala as maybe required to ensure the *yeti, continuous
and uninterrupted prosecution or the Work in socordenoe will the P+cilect Schedule
tt.
Contractor shell Complete the Work on the dale specified N the Agreement.
7. aelbi ( S FOR DEUIYS.
Many actor omission of Conbecdor intro proeecugan ofthe Work awes delay in the Project Work.
Contracto►ahei be sable iorait losses, coats, expertise, Riblike end damages Including oonaequential end
Rqutd led, austeined a imbed b be sustained byOener Ibrwhich Ownermeybe Rabb to anydarperson.
The act of Owner h allowing Contractor to continue rater a delay, other than Psrnmisanble Daisy, or the
*dredged time do complete to Wok shag not be construed as a waiver by the Owsw for damps.
ARTICLE 3
CONTRACT PRICE AND PROGRESS PAYMENT APPLICATIONS
Oreovellinft
1. CONTRACT PRICE.
The Contract Price. Schedule &Values forth* Work, Uri Rites endABowenoea, as applicable, and
specific qualification and duidca bra. regevMg the Contract Price are set kith in the Agreement
2 PROGRESS PAYMENt
21 Enogressavmsnaoglkerktos, Inorder for C1lorttactcr?payment request tobeprocessed,
Contractor nuke submR Contractor's Progress Payment Applicator as required In the Agreement AM
Progress Payment Appications must be in strict conformance with Exhlbtt 8 attached hereto.
22 Carbeclo► shot oefit r to Owner h
witting Matt* Work N complete h accordance with the Contract Document and the Agreement Qontrador
and Owner wit make in kwrstigetlon and inspection dMphases of Me Work Any holdback °rioterhtion due
any Subcontractor winebe paid to Contractorwhen ell requirements forpaymutcfsuch holdbacks orrilentian
have been sated as set forth in the applicable subcontract Likewise, Contractor will be paid for his SW
payment to h4 Subcontractors as and when M requirements for NMI payment to the & J) have
been satisfied h accordance with the *pirates subcontract Owner We issue a Notice of Final Completion
with respect to each portion of the Work in accondenoe with the requirements of the epp&.ble subcontract
for such portion ofthe Work However, N alI con tredusi ob iget one under to Contract Docum r* haw not
been met by Contractor, Ownerabet have the right to Ankh Contractor• detailed Met ofail remaining Work
(tie i'undeist kerre) and retain an amount equal to two hundred percent (200%) of the estimated cost of
the Puna!Ntit Keno. Owner Mal bout a Notice of Fetal Completion upon completion dal Work speckled
on the Punohkst to the aMhtYdton &Owner. kr no case wilder Notice of final Completion rearm* Contractor
of outstanding obligations of Oontrsetor. Before Owner makes final payment Conbscb► must submit the
farming to Owner.
(A) A complete Net of & .. ,. , including addresses, teiephora numbers and
names of inderiduals to contact who are familiar with the Prgiecb
(8) Trvo seta oral operating and maintenance manuals;
(C) One set of M written guarantees from all Subcontractors, h form and content
acceptable to the Owner which Contractor hereby agrees to obtain for, and deter to, Owner before
compilation of the Propct;
(D) One set ofreproducible mytars and bhreMa grits of al as-buit records;
(q Pour seta of all mannddunsns brochures, instructions and specmcations and any
otter warranties or guarantees received Rom manufacturers, suppliers or Subcontractors by
Contractor or any Subcontractor; and
(I=) Notarised Conditions! Waterer and Robeae Upon Phi Payment.
Contractor sha8 promptly and satisfactorily settle all cairns for cervices performed and materials
fumished In connection with the Worts M Contractor fah or ra&wsa to promptly end aettsAadoriy settle any
claim, Owner, refer written notice to Contractor, shelf have the r gN (but not the MOON to setts such
claims for Contractor* account end deduct the amount thereof from amounts payable to Contractor. In
addition, Owner may pay awns due by joint check payable to Contractor and each such Subcontractor, or
Tins acceptance of Mel payment by Conbactor:E I constitute ■ waMsrofal claims by Contractor,
except those previously made In writing and idenOdted by Contractor, as unsettled at the time of the Awl
Application for Payment.
23 rip Waiver. No progress or other payments made under the Agreement she I be conclusive
evidence of the performance byConhactorunderlies Agreementoracosplano• edit• Work and tstlarmore,
no payment by the Owner shed be cumfiadbbe acceptance of Contractor's delayed Work, defectke Work,
or improper/defective materials, or any other breach or noncompliance or .nce with any portion
of this Agreement
2.4EliffalantellitititaMEginhanitin ff Contactor' on orbekro she lei' Prcprses
Payment Applications am des, fah to provide Progress Payment Application kr proper form, at supporting
documentation, all lien waivers (lnotic gnotarizedlenwaiverendreleasestwnstM progresspayments),
and elf outstanding information requested from prior progress payment apparitions, as Met as a+lbmmatbn
and/or documents required by the Contract Documents, then in that circumstance Owner shelf notify
Conked°rh wain ydauch cle;Moneyand ContractorbProgress PaymentAppicatianshe( 1be heldbyOwner
pending submission ofa cone** Progress Payment ApplkE!o t.
26 (?Jdrt to Wahlrald Payments. Owner may withhold pitmen* otherwise due Contractor
pursuant to this Agreement for arty of the Wowing mesons:
(A) Omission of any Work required by the Contract Doarnerts or Contractors tease
to cum defective or damaged Work;
(B) Falure to submit to Owner a information and at ',Marked waivers and mimes
requied under the Contract Documents;
(C) Mechanics'Nene, nwtertelmen'a liens, atop nodose orbonded °bins Oath are fled
orrecorded or reasonable evidence brdiceti g the prubabie tang or recording timid) lens, notices or duns
by ConhacllororIto Mschamica, h whkh owe. Ownsrmay withhold (a) kr the one of a Ion, notice ofobkn by
Sr.:.. . „ , the amount claimed an the ben or notice ordain, and (2) h the case of a Nan, notice of °tire
by Contractor: other Mechanics, On. Hundred Fitly potent (1611%) of the amount aapfmt;
(D) Contractor's a.ikre to make payment property to Subconbactora, Mechanics, or
insurance carriers for the insurance requirements of Contractor required under the Contract Comments as
well as to union fringe benefit trust Mots (to the Men( required);
(E) The.xbteno. of reasonable doubt by Ownertfet the Work uslbe completed for the
belanoe of the Contract Price (together with apprvvd Change Orders) then ugpald, utW,. Contractor
depoab with Ownerfunds in the amount of such suspected deficiency orperforms a sufficient portion of the
remaining Work to be performed at Contractors sob cost so that Me portion of tie Contract Price (together
with approved Change Orders) then remaining unpaid is determined by Owner to be sufficient to Complete
the Work;
(F) Contractors failure to °armlet* the Work, or any reasonable hdicallom that the Wait
wiu not be completed or performed timely,
(0) Contractors 1&fu i to construct, instal orp.nbrm the Rene of the Work es required
in the Contract Documents, or any reasonable arxaccaMon that Contractor wits be unable b pe,bmh to Mine
d Gr* Work required;
(H) Contractors &thine toped°, anytetm oip ovbion ofthe Contract Documents often,
in Owners judgment, such failure wilt or may jeopardize the timely and proper completion of the Protect;
(l) Subcontractor or any elate of Subcontractor i. h debut orbreach ofany term or
oondfiaon of any aft: Agreement with Contractor or any Miele of Contractors; and
(J) Any other grounds for withhoking payment pemmltsdbyState or Federal law, ores
olhan lee permitted by wit Contract Documents.
Wben.verths ground* giving rites to the above wIMhokli g have been removed, ContracMsha 'pay
Owner the amount withheld on the next progress payment cycle less any expenses hw►ed by Owner or
damages sustained by Owner as a result of the withholding, the cause of the with holdag or the removal of
the cerise. M any of COntraatora Machsnias or insurance canters are not paid, Owner may. but Mahan
-*wrier
!i MOW covornors
a..rM a.
obligation, deadly pay such Mechanics or carriers. Any payments so made shale b credtad against the
Contact Price as aglustad by duty audrortzed Change Order. The right to withhold chat be in addition to at
other rights end remedies of Owner under the Contract Documents and at taw or In equity.
3. LJEN,S.
a iatinag. If kcal prooesdings ars commenced agalnsany of Owner, Architect, orLender(s)
Of the FroJsct Ste, when Co*.erX or his subcont actol(a) A or are responsible therefor, Contractor shell
defend such proceeding at his own cost and expense end wit pay and astray any and aN such order,
judgment orlien asmay b.imposed bysuch proceedings. Fwfh mi rm, Contractor she pay for any and at
costs incurred by Owner, Owner, Architect, and Lenders) in resolving at such *gone and span.
12 R000n:10m of ljan, When a ten is recorded by anyone cisimkg by, through or unclear
Contracts, Contractor that wthki three (3) days alter *Mon notice from the Owner, cause the Aran to be
removed from the Work and des Prgiect S. If Contractor fits to mirrors ths lean whin such three (3) day
period as required above, Owner is authorized to use whatever means, stets discretion, N deems appropriate
to awe the lien to be mmoved and la entire costs and axpenae dureofincurred by Owner or 1 s Lander(s)
(Including reasonable alorrays' hiss and costs), shall be Arun.diataly duo and peyabb fo Owner by
Contractor, oratOswrer'aopilon, atoostsat/hirp.naea incurred by Owner erandLeendershetbsaetonagainet
monks due or b become due to Contractor under this Agreement
pn�hPtt1 rotor such ten provided h. causes the awns to be
removed
brspokyproviotwh. Furthermore, Contractor
shawl take such scams as maybe necessary to cause the Owner not to be obligated by law or otfem** to
wlthhokt any morals due Contractor horn Owner by mason of auoh tars.
3.4 pint Subisat to Pnad6mten s. The A4 oanplata and ferthNlrl of the
oovsna,*and undartakhgs to be performed ardobaareedbyConbacbrunderage Agreement is a (melon
precedent to Contractors right to moelve progress payments for Work performed, and any monies paid by
Owner to Contractor under the tame or this Agreement chat be impressed wife a trust 4n favor of labor and
malwlakman Unfailing labor, materts and equipment to Contractor k r fit. Work
3.6 2sagliagig. When Contractor contends that the Work is completed in .. PNh
this Agrwman& Contractor shall supply to Owner a stain report wNh regard to al =dun ca' or
nuhrtakner►'a tans, Many, arising as a result of the Work.
asflogaigimaisaayibor Conbsatorshat na apply any payments made by Owner
to satisfy claims to supplier' f, . subcontractors, moths or *mummy companies unlass such
claims have arisen as a result of the Work descrf W in Me invoice Delp paid by Owner.
4 LL NRELEAt1.
Contractor shag .ubml to Owner satisfactory stridence of payment by the Contractor or at
Indebtedness incurred in de parfomwho. or Ma Work. Including but limited to, Ibrmetarfah, labor, .qu jtmerk,
apparatus, appliartoss, toots, kpuwnce and at other ssn*es under the Contract Doprrmerm[s. Now may
maks aN payments to Sv , , , . 17 the name of Contractor, and to any Mechanics whom the Qinh Aor
or Owner haw suss to bow are angled b p.ynnant Nothing i7 this procedure, "used by Owner, sal
thembygh"aOwner controlotrerthespayrollormake importable wpayment dwithholding orodrortaxsa.
or benefits.
ARTICLE I
CONTRACT DOCUMENTS
1. CONFLICTS AND CLARIFICATION.
Amanda APASNIII4
10
WOW. morrow
orwrroa,
lithe Drawings, Plana and SpeafioiNons or Contract Documents, or any of them we to conflict with
SW other or require cbwilcetfon of arty kiadequaoy, inconsistency or omission or are in confect wkh the
Submll.is or any of then, subcontractor shall immediately request clank:0km In writing. Owner she
coordinate with ArclslbctandlbrEngineer(s)and provide written ciarNlcetlan to Contractor. Contractor* fakirs
brequest clarification ofany known, suapedadorreasonably inferable Inedequeey,iroonebtancy,mission
or confect she not relieve Canbecdor of his obligation to perform in 1 with the Contract Documents
end the clarification prov to Contractor. Contractor shay not be entitled b any additional compensation
Ibrperforming th. Wbrimmersion* Agreement end Me derScation provided to Conheclbr. P zthemwn,
N e discrepancy exists atween the Contract Documents and the Governmental Requirements which
necesalhfas a correction or Meng. in the Work raid change or corrode' wig be made by Owner. If
Contractor dolma he is waited to an increase in the Contact Price or corresponding tine ehdehelon for
completion of the Work or both, tfue to changes occasioned by Governmentai Requirements, Contractor
must, except h an emerracy endangering Igih or property, submit the proposed change hi writing to Owner
In accon once watt* provisions ofArflde 3, Section 1.3(end mudraoalvr Ownells written rpproveltheref r)
beta's proceeding to execute any Work Invahrod. Fakirs of Cwn r to notify** Contractord1t *prowl or
disapproval of such cfeim with!' fifteen (15) days shelf be conclusively deemed to constitute Owners
disapproval ofsuch increase.
2. NO ADJUSTMENT FOR GOVERNMENTAL COMPLIANCE.
Contractor shell not be entitled to an Increase of the Contrail Price or extension of time due to
Governmental Requirement. whetherornot Contractor was aware of Governmental Requkemente se tithe
date ofthe Agreement so long as the Governmental Requirements set/lath a darendobi**. requisrnerht
1.
ARTICLE 5
ADDITIONAL GENERAL AND BPECLIL CONDITIONS
CHANGES IN THE W 286
1.1 oineekin. Without nuellyergtheAgreement, the work maybe revised by change order
("Change Order" required by the Owner. Contractor she* perform the r.vie.d Work that the Owner may
t gtrie by Change Order, the time for ohm lenthsment and completion dine Work in accordance wi'h Arita
2, and the Contract Price for the Work in accordance wNh Adder 3 being eigusbd as provided within the
Change Qroer.
1.2 AgigginigatialdiguaLligx.khgban. Tthwr increase or decrease to the Centred Price
and the extension orreduclbn done to perform or complete the Contract Work pursuant to the Agreement.
as the cane maybe, mauling hum a Charge Order shone determined it one or more tithe bowing ways
(1) by Moat acceptance of a lump sum or time extension or reduction; (2) by mutual aooeptenoe of a rmk
price end Quantity valb.tbnprocedure; or (3) byactual diectyincurred ooetpkieanagreed-open *markup'
tor 'a overhead end pro t.
1.3
(a) Contractor shag not be entitled to the payment of wry addeionaf compensation for
any eel, or failure to eel. by Owner, including fiknre or refusal to issue a Change Order, or for the happening
of any event, thing, occurrence or other cause unless Owner Owe Conbador written netts at a potential
olein es hereinafter specified.
(b) The written nods of a potential Nalco must eat forth the mason ter which Owrnet
believes eddNonal compenaflorh MI or may be due, the nett," of the coats iwolved and, rti so far ea
possible, the amount tithe potent* dean_ Such notice nhwt be given to before the Snaffle! Contreobrahsk
haw performed the Work giving !fee to the potential claim for atlid(konal compensation, abssed on an ad or
failure to ad by Owner, or to el other rasa within ten (10) days flint the h ppeneg of the went, thing,
occurrence, or other cause, ghtrtg rise to the potential dein.
11 eehehwccaarms
aaa.
(c) The parties intend by this Section thddefbances between the parties arising under
or by vtttre of the Contract Documents be brought to the etbntion of Owner et the 'rent passage the In
order that such matters may be sedlsd, If possible, or other appvW' ate action promptly token. Contractor
shall have no Maherrfght to additional compensation for any dain that may be based on any such act, event
thing or occurence lot which no wr*ten nadce of a potential oNhw as herein required was teed.
1.4 Chance Orger Agligmenk. NOwner end Contractor cannot reach !MUM agreement as to
the terms and condtfons of a Change Order, Ownarahad be entLedto dyed dreams by Change Warm!
Contractor shed proceed to adorn, the Work of the Change Order pending resolution of the adjustment to
the Agreement by reason or Owner's directed Clangs Order. Allamatwly, and et Owner's sob discretion,
Owner may request Contractor to aubnR bid prices and tins adjustments for the moal0kaetfo ns on the Work
which bid prices and tins adjustments shell be oonslstent with the Contract Pita(a) tbrthe Work covered by
the Agmemsnt to the extent possible. N any auoh bid prices and time adjustments by Contractor are not
onrarlatant with the Contract P►iw. Owner may accept bids from otter contractors, and fete seine are kilter
or requse toss tine than Met of Contractor, Owner eV afford Contactor the opportunity to adjust his bid
s000rdhgfy. N contractor does not agree to adjust his bid accordingly within five (5) business days, Owner
Oaf havethe option to (a) renegotiate the entire Agreement with Contractor, (b) terminate the Agreement in
Its entirety, or (c) continue Me Agreement without moderation and angege another contractorlo perform the
work set forth In the Change Order.
1.6 Compliance WAtrthanoaCrderspayntant Upon rece4 tofaduyurMort edChargeOrder,
Contractor shad not Uarubr perform any work or outer materials that wooed be rtioonuhtent with the
mo mIcafon required by the Change Order. Contractor shall faithfully observe and perform the duties of
Contractor tender the Contract Documents until a Change Order hes been tausd it w7Rbng by the Owner to
Conductor. &teethes. case of an emergency, unit'no circumstance* *hal Contractor mike any charges,
either h additions or reductions in the Scope of the Work. Owner cent not pay any extra Merges made by
Contractor that hove not been prevtotrety approved in twbg by Omer
1.e lingiegdmatatang NCortractorirtlahsormaMes*substtution,deviation, moderation
or any ohanga(s) in the Work (without prior written approver from Owner) which effects any at.' the Scope of
the Work, the Sdadule IorCommanounent end Cbnpldbn tithe Work arosusesaddadaxpsnn to Owner,
or other contractors end/or sweeten, t]pnbactor Mai be labia b Owner for as addtond coda seated by,
or adsktg out of, such unauthorized ohsrge(a) in the Wog*. Owner shag, at its option, ad off such costs
against monies due Contractor until Owner has been credited for ail additional oasts to intuited.
1.7 ilicktd pata for hennas Orden. For either proposed Change Orders or substantiation of
Me approved Change Orders that have been completed, Contractor shatprompeytubat complete backup
data such as tabor, material, equipment labor burden and such othtrrkilomeatbn and In the case of approved
Change Orders, paynoerecords, pekf meta and cancelled cheap (when ►equestedbythe Olvnerforroviinw
and approval.
1.8 jag jaltagyjmaggda. No change, M W on, modffrostkin or *Aida from the
Centred Documents (whethermede Mtn* mannnerherebnprovided tenet) *ha (release orexonerate, In whole
or In part any surety on any bond Oven In oonnectlon with Um Agreement. Owrnw shall not be under any
obligation to nary Contractors assay or aunties of any such Change(s) h the Work.
2. TERMINAT/ON OPTION.
2.1 Owner'sRtohtfa Tom. Owner MalIhave the option at anytime end branyreason prior
to Contractor's pvkmanca of the Work to terminate the Agreement without Mobs y therefor. Thereafter.
Owner may d any time and Ay any mason terminate Contractor's Work, or any pardon thereof, under to
Agreement at Owners convenience, provided Contractor i; paid Ibr al Work satisfactOilly perlbrmad b the
date ofhrmination as provided in this Section. Tenniatio n in ether Instance shelf be bya.Mce of a Eve (5)
Day tendon notice horn Owner to Contractor.
22 abia2lag.W08.111200ilailbefkati Owe ripen ofsuch notice, Contractor she, unites
the notice cereal Men**, ,. , discontinue the Work end discontinue the placing of orders for
metertats, facilities and suppers In connection WI the perfbmance oldie Work however, Contractor aloe
*maw Irml“..1 1111M114/ COMMON)
preserve and protect the Work shady in progress and metalal and equpnant on ands banal to the Project
Ste. Contractor shell, nY requited by Owner, make every rea onebte effort b procure oeneenabon of M
existing orders or contracts upon terms satisfactory to Owner, a, et the option olOwner, Wye Ownerthe right
to assume those oblfpations deadly, including al benefits to be dented therefrom.
23 eatmaatadagaimakreffga, Uponauch termination, Contactor shall be anillied tomtits,*
ony es follows: (1) the actual, dbectlyincurred cost to the effective dale of termination afield Isbor: matartei
end toots consumed, equipment, supervision, construction plant, shop drawings and samples, es -bull
drawings, accessories and al other Incidentals, common in the trade. for the Work completed by Contractor
h codomety with the Agreement, plus (2) reasonable oasts of termtleti n (bad%payments pursuant to
cancellation provisions contained in subcontracts that hew been reviewed end alpproved by Owner). There
Mal be deducted kern such wan provided in this Section the amouttaany payments made to Contractor
prior to the date of the temnkroton or this Agreement and any other amounts Owner le authorized to deduct
pursuant to this Apr ement Contractor she, not be entXbd to ray dams or cielm of Nan against Owner or
the Project Site for any add/bone, cangensaHan or damages In the event of such linninsUon and payment
As a condition to payment by Amer under this Sectb7, Contactor Melt return to Owner, at Contract
Documents. Contractor shall submit to Owner: a temtlnea n invoke, complete with backup data, supporting
information and Conditional Waiver and/ Rehm* Upon Final Payment within thirty (30) days from the Wreathe
date oftem+inetfon.
a PSPLOYEES OF Contractor.
3.1 fiemoygatiouggagaigw. AI person errpbyed on the Work by or at the instance or
re uestacontnetaahallbeemployedunderoatdtiaas.HdactorytoOwner. OantrsebrshMimmediately
remove, or Douse b be bnmedletely removed, horn the Project Site any anployee or Sutconirador
considered b be unsatisfactory b Owner.
3.2 OnIghincuathRastareigraameg Connector shell comply with d toms and conditions
or any master labor agreement covering the Project Work or any pert thereof allbdtg the Work and wit
prevent the occurrence aany strikes, slowdowns orother labor dl nculgr. C entreclor shay comp& with at of
dmterms endoandllonsattoselabor ,,IwaofrasContracWrnaylaw*rfydoao.end h7par*cutar
shall comply wilt the terms and provisions ofsaki agreement setting forth the jurisdiction end scope Om*
donned by each of such crafts and the procedure oontatted therein ler reeol t on ofJubdictonal disputes.
In the absence Garry such procedure, c asueh procedure file b promptly mean the jurtedictional *puts,
Cantrectorshe, atbloom cost and expense, upon request of Owner, take any and atllawfUl stepsbmare
• binding and Mal datemttretbn of said jurisdictional disputa by the Nadal! labor Rettora board.
13 aintlagtAisinasuitg. Contractor shall have the right (but not the ob1gatbr) to requite
all personnel of Contractor and his Subcontractors to be tested for substance abuse M connection tsmh a
netting to the Work. Contractor shall require Me consent of all al the personnel of Contractor and his
St.,. .,, toanyteetigrequired byOwner see oondlNonbenplvyntent hreganlbthe Work subject
to the tarns and cis to on of appboabie Owner labor agreements.
3.4 plarary o/ union Treat Fund Any Contractor who le a 'amber or becomes a
member awry taborunion *Moratoria aduring the term athis Agnartant. shalt prim to .. „
a any Work et Contrector's sob Moose, cash end delver to Owner, the unkxn trust hand report described
br CaAbmia VW Code Section 3111.5 Prior to Thai payment to the Connector. Contractor shal delver to
Omer Om releases from all union but Hands b *bolt Contractor was requited to make oon*fbutons in the
. , of the Work. I Contractor b delinquent in the psytrtsnt or payments of fringe berme:
contritmiaatoany union bu tAmd, Contractor authorizes Omer toado/Reagent for the purpose ofpaying
said contributions to the trot Axtd(s) out a any monies due the Contractor.
3.5 rdzagiime i►W► Lira. Connector seal comply with ali applicable Federal, Siete and ioW
laws andregulat/one,kwkrding,butnotlknledto,alFairLaborStandardaAofprov67o sandOaNbmieLabor
Cods provisions cowing the Work. Contractor seal submit waned payrof reports b Owner i in eccondance
with the tans of Article 3 of Use Agreement.
3.8 irgraingainuakzepent. 0ontrecbr'a employees orSubcontractors. whether one
4"`— � `� 13 Pram caroms/
well.r,nNo
or more, creating a tabor dispute or problem which awes any slowdown or stoppage to the Work or the
Project, shall be the Conbrdor s response"' end shall be sWect to el terms end conditions of the
Agsemant ihakrdhg without Rrnitation Section 2, 3 and 12 of this Miele ti. Contractor shall affect a tfinty
solution to the dispute or problem so that the Project Schedule can be mdttehed
3.7 Conbacybrahs?designate in writing to Ownertrenarne(a)
clan authorized,epreeentetive(s) of Contractor and keep such repreae►Kath, on the Project Site during all
times when the Work 1e in progress and such designated representadw(a) shelf be authortasd to represent
the Contractor in ail phases of the Work and the Agreement.
as IlmatteastatimicargbasitiMasiiatiagetaidailatit Contractor WWI hot Pam**
employees, the employees ofContractors Subcontractors, and any other persons associated with to Work,
to oonwme alcoholic beverages cr AbgIJ substances et the Project Site, or to perform any labor or work or
travel to to Prglect Site while under the hfim ce of alcohol or Begat substances, and shall Rather prohibit
pets, children and grata it the Project S+Kt the broadcasting of loud musk, and unnecessary nolee during
non -business hours es well as the r reaiton or participation! any nuisance. Perking ore/ b widow/ vehloies
and delivery vehicles shall be only In areas spedikaly designated by Owner.
4. CONFIOENTiALITY.
Conbactorwarrantsend represent, that suboau*recforahel not knowingly ornegJantiycommunicate
or dlmbse at any time to any person or entity any hfomtatkn in conneotfon with the Work or the Project
except (1) with the prior written consent of the Owner or Owner, or (2) as may be requisd b perform the
Work or by any applicable law. Contractor, at any the upon the request of Owner, anal hnfadistery return
and amender to Owner .l oodles of any materiels, reoords, notion, , moldings, drawings,
apecekatbnr and ntock-ups and any other documents furnished by Owner o Contractor. Contract* r*MN
apeclicaly auee his Si . , , . !. , or any other person or *ally performing maims, or f rnielikg any
materials or equipment. for the Work to warmed and represent el items set forth in this Section.
6 INSf RA C.
5.1 ffegukothraganga. Satre starting the Wort, Contracto►she& Ohio expanse, procure and
maintain lneurande on al of his operetiona, in connection wan the Work wain carriers acoeptabie to Owner,
as Wows:
(Al 1 •.l. yr ...II '..1:. .l 1.•-11'•.... II 1 .1. Ili J.'.. Workers' CIonwens. n
Omurance adtalbe provided In accordaoe rah Governmental Requiem's*. Employer's Uabllpy (neurone
shall be provided in amounts not less than the amounts spooked in the Agreenert.
(8) ggamarsik2anamUjablity. The *Rs ofsabllyahalto not iosthen the amount specified
In the Agreement.
Owner and Architect and their neapective olRcera, dhectors and .npioyess shall be named as
additional haureda (the •Addliond insureds,. The policy chat stipulate that the insurance afRsrdad the
Addttonat Insureds shell apply as prbrery itarrarae as respects any calm, teas or laity wising directly or
indirectly Rom die Insureds operation end that any ornerinsurance carded hymn?' &the AdditionalIn ads
or by their nor pecslve partner, officers. directors and employees writ be axons ody and wit riot contribute
with the hatranoe.
ablated;
The polio), must Merida:
(1) Remise* and Completed Operators coverage with xC, & U exclusion, err any.
(2) Products and Complete Operations Coverage that anal maintain in .fled on an
annuli' renewal basis for it least Ay (3) yews W ow8g drat comotedkprt end acceptance of the Work es
provided hereh;
(3)
pry basis);
kowtow* limelmial
Owners' and Owners' Protective Lleh*y (Vine general aggregate is not on a per
14
awtIL ootmnlals
nwtedwNft
(4) Blanket Contractual ieaely;
(6) Pined Form Property Damage;
(6) Bodily and Persona M*ny Liability (inducting emotional distress);
m Severabitsy of interest and Cross -liability Clauses;
(8) Inddental Melprac6oe;
(9) Defense Outside the Limit; and
(10) Rekitatament of the Aggregate Annually.
(C) AutgragiBILLiiibitatimitamt. Automobile liabily Murano', inclucring coverage for at
owned, tried and non -owned automobiles. The Um*s aridity shag be not lase than the amount specified
m the ApwenwM. Contactors automobas flab* insurance pofk y shag hcluole coverage for aufomopie
contractual Nabitly.
(0) Egcesa Comm The limits to apply in excess of p:lnmy required for Consist Liability,
Commercial Aufomobga and Employers Liability insurance and are as specified in the Agreement.
(E) raw& Modified Occurrence and Gains Med* Rims are not acceptable Dorms of
mverspe. CerEllcdsaofInsurance,
as evidence of the insurance required of Contractor by the Agreement, stag be furnished to each of the
Additional insteada before any Work is . , ? by Cwntrector end each year thereafter as required
herein. The Certifitetes of Insurance shag provide that them w/ be no oenc•getion or rednxion of coverage
without thirty (30) days odor written nodoe to all Ara:Mona/ Irawads. AI policies must between bytureens*
companies domesticated in the UnRedMetes kliegs direness approved hadverts* end in twerp byOwner)
whose rating htimmoat recent SeatranksguideNnotleesMenA:V1L n(waved shot the Retmee6reDee
be modeled to s date other titan the date of the Agreement. The C.rfNlcate must be signed with a 4 T
SONATURE (not stamp.
6.2 Ornadgaigainigriengailaggiaggania Contractor fats to maintain any Insurance
coverage required under the Agreement, Owner may, but without obligation, midrib auafr sewerage and
charge the mowers to Contractor, or terminate the Agreement pursuant to Section 2 of this Article 6.
Contrector shag furnish upon demand ail information that maybe required by Corwactor to perms Ovw.r 10
obtain ail required oovetopes on boned o►Contractor.
6 3Aggaitgatagragoa. The required /neurons* shah be subject to the approve! of Owner, but
any aooeptence of insurance cerbkIcatee by Owner shot i in no way bat orre/e a Conntrecter ofhis dudes end
responsibaese urderthie Agreement. frfairer knits orother forms dhewanc. ant required !nth* Contreet
Documents Conbeotor vets oompfy with such requirements.
5.4 &Lynam. Fatter of Owner to enforce in a timely memoir cry of the provisions of this
Section stagnot ad as a waiver to enforcement ofany Obese provisions et a later date k the pafomenoe
of the Agreement My exceptions to the provisions of this Sedbn must be delineated in the Contract
Documents.
5.5 Qathalasiganggringe. Many Injures to persona orproperty Mee which mete potential
°alma at any time dwkag the progress of the Work, anypoyments to Contractor may, at Owners option, be
derailed WI such claims we settled o (Indemnify acoaptebis to Owner* proWded, Including dorms temeining
uneeftled when the work provided fbrhen* a conpieted end final payments ere dins. implementation of
heurenoe coverage under the Agreement shell not be construed ass gr Raton oath* nature °radontofthe
Contractors indemnity or other obligations under the Agreement
6.6 LosSegmeMaeariaGe. in the event dime covered by the ksuanoe required hereunder,
the insurance proceeds allot be apportioned between the Additional insureds and Contractor as their
map.cth e interest may appear.
6. gilABANTEErWARRAA(Ty.
NotwathsMndinpthat arty labor, equpnwintorrru WRrnisedorinstagbdbyContradexshaghave
MOM Mir
15
asawa corcmora
been approved oracc ptedbyanyoneormo o of the Reviewing likeerreentatkrer°ranyGov. M1gAgew'Y
Contractor expressly guarantees and warrants that al material, equipment, labor and al direr serve=
prov'dad h a000rdance web the Carrtreot Dods/wt. war be new (unless Wrens** sp.c f rdir the Contrail
Documents), will confirm the best trails practIces, will be freed any fault and defects whatsoever, including
without imitation, patent„ return or developed defects end She meet or exceed the requ eme' is of the
Contract Documents and the Uniform Building Code. This guarantee and warranty shelf survive for so king
as Owner may be held Noble for the matters warranted hereunder but In no event teas Oran a period to two
(2) years (unless oMsnvtse noted h the Contract Documents) flom completion and Mel aCcePlence
w ,
Work. During the guarantee and warranty period, Contractor shell promptly repair, repineerr
at his sok coat and expense, to the Owners full satisfaction, al defective Wo►k pertnned underlie Con bad
Documents. Except In en emergency. Contractors correction of defective Work shall be .. . within
forty -opt (<e) hours of re:W*9 rwiflsn notice hum Ovun.rand ooerpb(edon art As Soon As Poalb*baais.
M. in the Judgment d fins Owner, an emergency exists, then tire corrective Work chat be oanmsnosd and
computed by Contractor on an armned's* basis. Contractor's guarantee and wananly responabllty shell
include coverage for seen of the Reviewing RepreasnlatNea against el,YablRy, kiss or damage Incurred by
Connectors delecWs Work or Work not conforming with the Contract Doou rner& or G
Requirements, or bosh. The foregoing express guarantee and warranty shah not emit or effect any N nedi's
that are awarded by lawman respect to express or implied meninges or noigent or wilful ads or omissions
of Contractor a any of Ms 9cl... t 1.. , or oth W Mechanics. The bnooing guarantee shall be for the
benefit Owner and Ms respective successors and assigns. Nothing herein shall in any way lint Nov right
of Owner to assert daims for demagog resulting dom partiadarlatent deflects in the Work for the period of
lm*etbns prescribed by taw.
7. STATUS Ol= SUBCOflT?ACLOR.
Connector is an Independent oortreotorend shall, athirst* antral expanse, anti without Incomes
fn the Contract PEN, comply wdh ellaws, rules, ordln a nc.s endregutationa ofair ciorennkgAgenoies; °Mein
el necessary licenses therefor, pay all manufacturers' taxers, sales taxes, use taxes, ptuc.0 ng taxes, and
all federal and state Lanes, insurance and contributions for soder security and unemployment *tech we
measured by wegaa, aaledee, or other remunerations paid to Cod:adora errpbyeea. whether d under
existing or subsequently enacted lewa, rules or reguiellors. Contractor. upon request, shal furnish evidence
satisfactory to Owner that any or al d the foregoing obltgai na hew been *Mitred. Conalsten( with
Conbactoes status as en independent oontrector, Omer MN not be reeponebie tor and veal not have control
or chem. for safetypeceufiona and programs 11 connection with the Work. Owner nil not be responsible
for Corte:ror s femurs to cony out lie Work in accordance with the Content Documents and Governments'
Requirements. Owner we not be neaportade for or have timbal or charge over the ads or omissions of
Conbea7a, his &u0contntdots or any of their agents or employees, or any other person peril:ming any of
the Work.
e.MIX
Any adoran'eskrtofanyone ormoeofthe R.v*reinp Repreeentstket witch the Contractor might
clam as a realm for hb own failure to pei*wrn the Work that be deemed waived by the Contractor unless
he notate* the Owner, in writing, d Aix Intention to secant such darn **Min Mintydour (24) hours after lie
mamma of any such alleged act or omission
9. INDEMNIFICATION.
9.1 Contractors indennew WO the exemption that this Section shall h no evert be construed
to requite indemnification by Contactor end Ns Subcontractors tb a greater extent than penrNtled under the
pub pc*, of the Sale ci California Contractor she, (and stet require hM St , . , , , „ , to) endow*,
defend (at Contractors axe cost end Oh legal counsel *scented* to Owner) are hour homiest each ate
Reviewing Reprsserltaaes, Inpt dig Moir respective p*bi.ia, anima, dhsclbrs and empisyees, and each
of them, or any from any churns, demands, causes of action. damages, scats, avenue, actual attorneys'
Nee, losses or *bay In few or In equity, of every kind ant re urs wAetsoewr MOW) arising out of or in
correction with Oontradoes (and his suboo itactors) operetiome and Wu* to be performed under the
Contract Documents Including, but nil limited Irk
Armin* bratIlAWN
16
Weft causnart
ow,rrRer
(A) Personal Injury, including, but not BMW lo, bodily !grey. emotional injury, sickness or
disease, or death to persons, including, but not frosted to, any eaployeee or agents of Condreoton, his
Subcontractors, any one or more of the Reviewing Representatives, or any Whet ton irador an6lx damage
to property ofanyone (including sae of use tfemof), aused°reMged tobemused In whole orb part by any
negligent act or omission of Contractor or enyione directly or indirectly employed or engaged by Contractor
or his Subcontractors oranyone for whose acts Cbnbadorr eybe Wbieregardless of whether such personal
injtry or dentaye is caused by a party indemnified hereunder.
(8) Pansies Imposed on account of the violation of any law, order, ctation, rut, wide fen,
standard, ordinance or statute, caused by the action or inaction ofContractor.
(C) Infringement of eny patent rights which may be brought against any one or more of the
Reviewing Repreeentaavrs or their re.pectAhe agents or employees arising out ofthe Work.
(0) Claims end liens lbrlabor paAomed o►matenWs used or furnished to be used on the Project
Site, all hcidentel or oonsequendel damages resulting to any one or mar of the Reviewing Representatlws
a their respective agents or employees ban such cleans or liens.
(E) Contractors failure to fulfil the covenants for Arbor reiatforne.
(F) Failure of Contractor to comply win Ht. provisions tithe amend Documents.
(G) Any violation orhhactfon by Conbactorofany low, order, citation, rule, mutation, standard,
adrwnoe or statute in anyway fW.Enq to the occupational health or 'sky of wripbyea, including, but not
limited to, the useofContrsctora or others equipment. hoist elevators. oraoadlbids.
(H) Any wipstented or patented inventions, article or appliance manufactured or used by won
bahatd Contractor in connection win the work.
(1) Any defeat h construction or other work *tech b covered by or incidental tal o the Contract
Documents palbmted by or on behalf of Contractor, his Subocntrectora or any one of his or their respective
employees, agents, avppilera, p.Ireneare. or Wises or any otherperson or en* deanery water or through
Contractor or his Subcon hctor(s).
The hdemnNketion provisona of (A) through (1) above shall extend b darns occurring after this
Agreement a terminated as wail as whir k is in force. Such indentnAy provisions apply regeniless of any
eceve endbrpassive negtlgent act or omission of any of the Reviewing Repreeanh(ivea, or Owner. or their
respective agents or employees.
9.1.1 (,hggn on lndenrrty. Contractor, lowevershe lf not be obigoted under the Agreement to
indent&Reviewing Repre.entedvefor Claims ari igfrcmtheac negligence orw/bfmioandrrddsuch
Reviewing Represent. . orke agents, employees, ar 1. contactors who are directly ^sapons:No
to Owner, or for aaity arising linen defects in design Mnlshed by such Revfsw rag Representab e&.
111.2
Canactor shall:
(A) At Contractor's sole cost, expense and risk, Mend (with legal cartel acceptable to Owner)
as Oaths that may De brought or hauled by third persona, hokhding. but not linked to. Governmental
Agencies or employee. of Owner, against any one or more of the Reviewing Representatives or their
respective agents or **Joyrider .a ar any of them:
(e) Pay and salt* eny judgment ordeae. that maybe rendered spinal anyone ormore ofthe
Reviewing Reprenrta1tvee or their respective agents or employees. or any of them. arising out of any won
Claim; and/or
MINIM kla•SIMMI
17
Osubusiftela
ow.r COMMONS
(C) Reimburse any one ornnonns of the Reviewing Representatives o►1h.f agents oremployees
for any and ail Segel expense incurred by any of them in connection herewith or M enforcing the indemnity
granted in thls Section 9.
9.2 Rlak of Los.
AS Work done at the Prglect Site or In preparing or d.m.ipv ng materials orequ/pment, or any or as of
them. fo tin. Project S,ty ahal be at the rlak of Contractor exclusively until fine completed Work f. accepted
by the Revlon/no Representatives end Governing Agencies.
9.3
The indemnities set (Mb In this Section shah not be amaed by the Insurance muniments set forth
In Section 6.
9.3.1 ,Gamlb.rnre with SA* Laws and Policy. Contractor chap, at his own axp.nu, strictly
adhere to the bask seedy pdk ydOwnerand oomplyw9h till currant apeclfc sefetyregdetlonspramulgated
es part of O. I Requirements, including, without lineation, the nqukementa of the Oatrpatlonal
Sally Health Act of 1974 the Construction Safety Act 011909 and el euooeseora end a thereto,
ardea standard. and regulations which have been, oraha. be, promulgated by the parties oregenctea Witch
administer said Ante. Owner she. establish, implement and maintain an effective gluey prevention program
end comply waft California Labor Code Section6 01.7 Contractorahalhay.,and ax.rtY.afitls onaiatRy
end Neilltyfbroompliraehereunder byhimself, hisempioyees,represent.tivireandinvitees,Alaoharebaand
Sirbcontraclora with respect 10 hi. mitten &the Work Contractor shwa *pc* receive, i'. orld to, defend
end beresponsible ibrany daton, assessment, fine or penile nbyreason Mae Contractor'sfjlaae. orise's
of the Contractor's employee.. reprwemetlwsand Invitees. hisMsdrank., end& ... . , to socona iy.
9.3.2 &Are fe ComoN. M Oonwector fakes b comply with any citation Issued by the office of the
Seor.faryofLabor, any order issued by the Occupational Safely i Health Review Commission, or any order
issued by the Division of industrial Safety of the Slats, or the Owner, or deny body responatis k r the
adrrtnistrh6on ardor enforcement of any statute, regulation orordnance relating to occt alional hearth and
safety within the period specified in any such d'atbn or order, Ownermey, at b sole discretion, exercise the
right and remedi a provided Owner under the Catered Documents.
9.3.3 googiggarigaikifm. M Conb.ctorsuspects, or becomes aware, that e y smarty devices
andbr apara keet devices being Lend In any portion d the Wes* or the Project (Whether or not fumksh.d
under this Agreement) is unsafe andndbr is not operetFrg in a safe or correct manner, Contractor shell
tr nmedletey owns his Work remove all persons employed °reng.ged by him or Ms Subocvtraclorto a safe
localism end i nnedfalely not* owner. Foram/mom no work under the Contract Documents anal rearm
in the area ao alfeutad until aI safety devices ardor operational device* we safely installed and an 11M
operating oondaforn.
9.3.4 agents and employees from aseiskns.. CoCon eckr hereby expressly waive. and relearn Owner end fa
ageetbn bet moos, pain and datinkg, expenses, debts, damages end *Wee inokra/ng *awlPsrmsnent or temporary dfsabrlFy, medical and hospital expenses,
attorneys' fees and cost ewe, and mpMeemenb of Contractor's primary, whirl► in any way arise from or
is related to (e) the physical ardor secwfy or mslrtenenoe of the Prysct Site, and the vicinity theme (b)
vendritern, Mortar wry other wilful or mime act by any person el the Project Silt oral the **llythereof,
including without ILnlbtbn, the apaatlan of a motor vehicle; or (c) tie .dlvaba, omissions or behsvbr,
whether or not negligent, ofsuppliers and Omar contractors and parties present et Via Rated Sae weeder
er wind, or passively negligent, provided vase that this release shall not Weans any of them from their
10. EQUAL EMPLOYMENT OPPORT UNrES b V1OL471ONg.
10.1 QiecrininattnErgaggig. Contractorsh llnotdecrenaeleapeaetanyarrploye.orrytpIo.nt
for employment Wows' of mom color, nsagbn, vex, nationalorighn, ancestry, egg, mantel status Orm.nhf
or physical handicap. Contractor wit take Warmth. actin to ensue that applicants are appbyed, and I NS
........NOON+
1e
aawu oyomrove
o..O+ww
employees are bested equally during anpbyrnent without repoed to we, ookr, religion, sexy nationng origin,
ancestry, ego, marital status, Or mental or physical handicap. Contractor stall post it conspiouaat places,
available to employees end applicants for employment, notices required by the EEO Laws, defined below.
10.2 ranainguliMattairtithatignjas. Ccnbscaw shalt. at his own cost and expense,
conform to lit• equal eploymentopportuniypoliiestitheOwner, a Mel as them required bytneConked
Documents and, in addition, shell conipfy MIA al equal employment appatter ly requirements promulgated
by gownthonist authoress inMrawg, without limitetion, the eequienents of to Civi Rights Act of 1964.
United SYetee Code The 42, Section 1983, Execut re Order Nos. 11246, 11376 and 11478, end any other
appioablastatutes orod6ances, piens or programs lndusivs, and al successors and , Amato,
end air plans, programs; standards and rephidbrs which, have been, or shall be, promulgated the agencies
which adni isbr such regulations (Cs TEO Laws,. Contractor shal have and exercise AuY rseponsbilry
for oompiurnce hereunder by himself, his agents, Ni ampioyese, his AJacisnia and hit Si w .. . , with
respect to the Work Contractor shai directly receive and respond to, defend and be reaporabis br any
citaBon, order, stem. change or °retinal a oM actions arising by reason tithe failure of Contractor or his
apants, his employees, his Mechanics entity his Subcontractors to so can* regeufless, or whether such
non inplianae is the sole or a contributory came of any of those matters against which Contractor is
°bloated hereunder. Contractor shot indemnify, defend (at Contractors sole cost with Upai counts/
acceptable to Owner) and hob, Ninnies* each of Me Reviewing ent tNesandthe rrespGCfM agents
and employees occasioned by the suspension, oanoeMafion or termination of any oonbac4 (or the Owners
. b ytherefor), damage, coats, dens, awards, Judgment, fees, expenses, including litigation memos,
reesonabis attorneys' fees, ciaena or lab* for ham to person arproperty. expenses barred purawnt to,
or attendant to, any hewing or meeting or any other applicable coats which maybe incurred by any of Me
Reviewing RepreaantaBws or their reapeotve agents end employs** as a resat of the t failure to comply
with to oownanhs as set forth herein.
10.3 FalfseloCornovwith AnI-DisaMtinrtionLaws 11Contreetor?slob comely with anyofthe
aforementioned EEO Laws, or any Judgment order or award issued by tea OfNoe of Federal Contract
Complete, Office of the United gabs Departmek of Labor, or any other federal, stale or boat agency or
any court of law, or any other body responsible for the admiYstrefbn ardor enforcement of any EEO Laws,
within the period speollkd All any such lawed judgment order or awed, deer may at his sole discretion,
smudge the rafts end remedies provided hbn under Ms toms and oondibns of this Agreement
11. BONDiNQ.
Ownermay at any Urns require Contractor to
pert bra. bond issued by a aurety company M acceptable
nfurnish Owner and and
authorized to do aunKy btrinews In the Stab of Cdikmia whom rang in Me mamma Best rating guide
is not lea than 8« in form satisfactory to Owner, asou* g the fblMW,, 'c by Contractor of a ifs
obl&a1ibna under the Contract Dopsnerta, at en amount not loss than the mitre (tithe l6bri remaining orbs
pedbmted. Upon request by Owner Contractorshaft indemnity tosurely orpost adequate colet a l,orboth,
to secure ant indlovitti to any glumly. The Pronoun for to Mhiul penbmence bond must be separately
included In to Contract Aide. Owner may mover upon the AaICt11W perknnanos bond en amount equal to
Owners out or expense ofcuri g or ettemptng to ors any broach dale Contract Docunwnis within Ave (6)
celender days aiterreoefpt ofOwrtees written request that Contractor cue such breach, or inunsidietely upon
tho totatch &the Conflict Documents by Owner, if Contractor is incepebte of curing suchbreech. Owner may
also recover upon the faithful performance bond upon Owner's receipt of Owners wviten nodal to cease
pa/folio/no
w a Mitt* sum partsantto the to df terms tits Canted Documents, t+an antaottaquatto (1) the &Terence
betportion
of the Contract Aloe which representsunperformedgthe kworfr, plus (JO the amount reletting the Work d and (�dirregethe �s b which
Owner b entitled by mason eta failure of Owner to peribma the Wo& together with a reasonable reserve
forts clean up or the ale of the Work
11.2 Lakociatitintedgaimenuand. owner may at anytime roquie Contractor to furnish a
labor andmeterNipaymetbondissuedbyasu►atyoompanymeetnptetpuismehbaSaod n11.1above
in fonn aatisibotory to Owner, moiety Owns?' payment of el monies owedtohte employees, Subcontractors
and Mec tanks. Upon request by Owns, Connector sAai indemnry to surrey or poet **quale cowers!,
or both. to secure any indemnity to any surety. Owner shall pay to premium for the labor and notarial
known ;whom eheane exxeomose
19 awruaeaor
payment bond. The labor end material payment bond shot be en amours not less than one hundred end dry
permit (150%) accordstico
cud tin Article. d Section i1). Ow ahaAlbe e mod recoveruponthe labor at pOrders ayment
immesh t* upon (1) reoordetkxn da masher elien armalerfainan'a lien upon the Pitied Slit (b) NIsioaiibn
of any stop nonce on funds held by a landerthat are intended to be paid the Owner pursuant to an agreement
to throe the Work or any portion thereof. or (c) the garnishment or attachment of Rands hell by Owner or
by any person or enbiy othar than Owner, as a maul of the paalormina of the Worts
12 QEFAULT: REMEDIES fOR DEFAULT.
121 Dias. Candidw8 failure to comply with any of he tents, provisions, or condt)ons of the
Contr.ot Documents chat ctinatts% a default by Contactor
122 Etanagas. If Contractor fats toremedy tray defect twithin twenty-four (24)hour,aferreceipt
of rotten notice tom Owner or such longer period when approved in wilding by Owner whan absolutely
regti►ed because the Maul cannot be cured within such hvangr-Ibtr (24) hour ante period (provided
Comer,•toroommenoestoourehmmed'abslyupon roafitofwlben note. Aom Owner end thereafter diligenty
prosecutes such cunt to completion), Owner shall, at to sob election and without additional wean notice to
Coneractor, be entitled to one or more of Me folowi g remedies, acne of which shall be deemed axcfuafve of
the other.
(A) larmbegn. Tennb,ation of the Contractor's right to prosecute perawmance tithe work, it
whole or in part warout lablf'y to Canracftr for any Work thereafter performed by another contractor or
anyone Oise_
(8) Unice@ Other Romaine. PWausany other rvnedyprovidedebewhae In the Agreement
(C) YrtiMilks Wkhhold payment of any monies due Contractor unit the default has been
cured ands Ik aI accounting of Owners costs and appropriate deductions have been made as permined
under the Agreement.
(D) 2ijilt Owner maysitofthe cost to complete the • oft he Work against monies
due to Contractor under anydheroonbaotbohemia Omer (or any anHyowned orcontrolled by Owner) and
Contractor (crony artily ownadorcontrolled by Contractor), whaler such contract Mal The in abet prior or
subsequent to the Agreement
(E la(rect Payrnayi lbtiara. Owner shag be entitled to pay any scans 10 any such perm
firma, heat or other entities to whom Contractor altar be obligated and to charge such tuna paid to the
account of Contractor without recourse by Contactor end without inquiry as to the validity ofsuch obligation
and the oorred eaa of the amount thereof. ff such sure is greeter then the amount then due Contractor, the
excess WWI be a debt due horn Contractor b Owner end shall bear interest her 1he Stipulate Mania Rate.
(h7 OttLEtamegfike. Any and el other remedlos es may be provided at law or h equity.
In shy such event under 12.2(e) through (0, Owner she! ba entitled to:
(1) Complete the Work orany portion thereof or correct any failures h the work and procure
sudrequpmerrt, labor, tools, supplies, aupwv+aion, owutrtrotlonpin% mate/fats andot erioldaviele
necessary tartar• and in so doing use any of Contractor's equipment, bola, supplies, agoervbrion,
construction plant, materials aid other incidentals, and consume metered on the Project Site civil
the Wont is completed, and Contractor shot pay Owner the cost of such dorrpblbn or correction,
glue bientypaoent (20%) of such code (*Additions, Costs" to compensate Owner Rxoverhaad end
administration; or
(h) Recover horn Contractor the reaaonabie value of al or e portion oft coat combine
the palominos dare Work; or
(1I)AeeovwfnmCoakavioraltdamages arising out ofsu hdWa4# including but not limited
to, kw of profits and recovery of any and a coots whatsoever diedly or ktdiredly related to such
default, or
W) Pursie ail of alternatives (r), (il and (kV above.
M Owner tamnkraiet Contractor's (IOht to complete the Work or tf Owner completes the Work or any
portion thereof, Contractor shat recent no Anther payment (including any progress payment submitted to
Owner but unpaid) until the Work is completed and accepted by Owner and by any Governing Agencies
whose acceptance is equbed Owner ahe l ploy Oonieciorthe *mount awing one Contract Price together
with al duly authorised and executed Change Orden I u (a) a wets incurred by Owner in compieting the
Work, (b) the Additional Coats described above, and (c) aI attorneys' teen krcumd by Owner as a result of
Contractors default Mthe amount unpeld to is lass than the cost incurred by Owner in cornplethg the Work,
Contractor steal pay to Owner within hvo (2) weeks d Owners invoicing the amount by wfuioh Owners oast
exceed the unpaid balance due and such costa Mal bear fntersst at the Stipulated interest Rate. Owner
shah have a ion and security interest in all maisdale, tools, equpnwt and appliances taken
possession of as is pomaded by the Agreement, to secure the payment thereof including ai coat to remedy
any unwXhorWd change(s)) b the Work.
M Contractors right to perform the Work h teme ated, any egreenrerd of Contractor Weft to the
Work with third parties shag et the election of Owner, be assigned to Owner.
kiwis,* Imosliarg
EXHIBIT A
INTENTIONALLY DELETED
22
imam mamma
ar.+.or
AffeernimInrahralial
EXHIBIT B
FORM OF
PROGRESS PAYMENT APPLICA77ON
73
otoohonoes
orrrta.
EXHIBIT C
FORM OF
SUPPLIER/SUBCONTRACTOR STATEMENT
24
a.r.rr.w.
EXHIBIT D
FORM OF
RELEASE OF LIEN AND WAIVER OF CLAIMS
EXHIBIT E
PROJECT SCHEDULE
a
aesRK oaanoM
/
/
N
n
4
Ph
tg
r
B
d
eo
to
A