Form of Demo Abatement Contract for OEP

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									This is a sample agreement between a trade contractor and a client for services
provided in connection with a construction project. Under this agreement, the trade
contractor agrees to furnish all work, labor, services, and materials as identified in the
document under “Exhibit 2.” Additionally, this document can be customized to include
the nature of the project, the fees and expenses, and insurance requirements. This
agreement should be used by clients that want a trade contractor to perform specified
services on a construction project.

AGREEMENT made as of _________ ____, 200__,


"Client/Owner":                                  [insert Client/Owner name and address]


and the "Trade Contractor":                      [insert Trade Contractor name and address]


The "Project" is:                                Abatement and Demolition of [insert description and

THIS TRADE CONTRACT, including the Terms and Conditions attached hereto (collectively,
"Agreement"), is between Client/Owner and Trade Contractor, who state and agree as follows.

A.      Client/Owner; Trade Contractor. Client/Owner selected Trade Contractor through a
competitive selection process and now wishes to retain Trade Contractor to provide services to
Client/Owner in connection with the Project. Trade Contractor shall perform its services
pursuant to this Agreement under the direction and management of and for the benefit of
Client/Owner. Trade Contractor is an independent contractor and not an agent, servant or
representative of Client/Owner. Trade Contractor will have no authority legally to obligate

Trade Contractor agrees that it shall render and furnish to Client/Owner the services and
deliverables to which Client/Owner is entitled under this Agreement, at the times when
Client/Owner is entitled to the same.

Trade Contractor's authorized representative for the Project is designated in the preamble and
is Trade Contractor's primary contact with Client/Owner, and is authorized to bind Trade
Contractor for all matters pertaining to the Project and/or this Agreement. No person shall be
substituted for such authorized representative without Client/Owner's prior written consent.

B.      Project. Client/Owner has engaged certain consultants who have done site
investigations and preliminary site planning, which has been used to develop the scope of the
Project and which information is being provided to Trade Contractor. Client/Owner has also
engaged (or will shortly engage) a separate design-build contractor ("Contractor") to perform

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certain other preparatory work both on and off the Property.

The essential nature of this Project, assuming it is approved under the environmental review
process currently underway (see paragraph N), is to complete the demolition and abatement work
needed in order to prepare the Property for the construction of the facility and thereby enable the
applicable Contractor to proceed to construction in an expedited manner. The information
learned and developed by Trade Contractor during the preconstruction phase of this Project will
be important for the Contractor in its’ ongoing design efforts for the Project and in the follow-on
design and construction of the Project. Towards this end, Trade Contractor shall work
collaboratively with the Contractor in the completion of the Project so that the completed work is
designed and constructed in a coherent and efficient way as a unified whole.
Trade Contractor shall provide the labor, services, equipment and/or materials to demolish
certain existing improvements, remove and dispose of the demolished materials, including any
Hazardous Materials, and abate any Hazardous Materials below the surface, at the project site
(the "Property") described in Exhibit 1 hereto (the foregoing, collectively, the "Project").

C.      Scope of Work. Trade Contractor agrees to furnish all work, labor, services, materials,
equipment, transportation, administration and supervision required for the prompt and efficient
completion of the scope of work ("Work") as described in the Scope of Work attached as
Exhibit 2 (the "Work") as shown and described in, and in strict accordance with, this Agreement
and the Contract Documents. The Work shall include, without limitation, all work necessary or
incidental for the proper and complete removal, handling, storage, transportation and disposal of
all improvements and Hazardous Materials, as described in the Scope of Work. Trade
Contractor shall own all demolished materials upon their appropriate removal from the site, to
the extent permitted by applicable law, subject to paragraph J below.

D.       Contract Documents. The "Contract Documents" shall consist of all plans,
specifications, exhibits, special provisions, addenda, if any, and other documents included or
identified in the Scope of Work, and this Agreement, including the attached Terms and
Conditions and Exhibits, and all of the same, by this reference, are made a part of this
Agreement. Trade Contractor agrees to be bound by the terms and provisions of the Contract
Documents. By executing this Agreement, Trade Contractor acknowledges having received
and reviewed the Contract Documents and Trade Contractor shall be responsible for
understanding their contents.

E.      Contract Price. Client/Owner shall pay Trade Contractor, the lump sum amount
("Contract Price" or "Price") set forth in Exhibit 3 hereto, subject to additions and deductions for
changes or extra work in accordance with the Terms and Conditions, as full compensation for
the satisfactory performance and completion of the Work and of all of the duties, obligations and
responsibilities of Trade Contractor under the Contract Documents.

In the event of changes in the Work entitling Trade Contractor to payment pursuant to Section 8
of the Terms and Conditions, payment shall be calculated, to the extent applicable, according to
the unit prices and labor rates set forth in Exhibit 3.

F.     Insurance; Bonds. Trade Contractor shall maintain insurance in accordance with the
minimum requirements established in Exhibit 4 and the attached Terms and Conditions. Trade
Contractor [shall] [shall not] provide Client/Owner with payment and performance bonds [in an
amount and in form acceptable to Client/Owner].

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G.       Trade Contractor's Qualifications. Trade Contractor is currently, and at all times
during the performance of the Work will be, qualified to carry out and perform the Work by
reason of the fact that it and its personnel, including subcontractors and consultants, are in
compliance and will continue to comply with all federal, state and local licensing, registration,
certification, training, permitting, environmental, and health and safety requirements governing
the performance of the Work and all applicable laws, codes, ordinances, rules, regulations and
requirements of federal, state, local or other authorities (collectively, "Government(al)
Agencies") having jurisdiction over the Work. Trade Contractor shall immediately advise
Client/Owner of any changes in license, permit or environmental laws, requirements, regulations
or conditions applicable to the Project.

Each of the parties acknowledges that Client/Owner, not being skilled in such matters, is relying
upon Trade Contractor for the technical and professional adequacy of its services. Neither
Client/Owner nor Client/Owner's consultants shall perform any duties of Trade Contractor, or
assume any responsibility or liability for the professional or technical adequacy of the any
documents or materials prepared by Trade Contractor or its subcontractors. To the extent that
Trade Contractor performs professional services hereunder, Trade Contractor perform such
professional services in a competent professional manner in accordance with the applicable
standards of hazardous materials abatement professionals in metropolitan areas of California
experienced in providing services for facilities of this size, type, and complexity.

H.      Documentation. Trade Contractor shall document the performance of the Work as
required by applicable laws, codes, ordinances, rules, regulations and requirements of
governmental agencies, including without limitation all such laws, codes, ordinances, rules,
regulations and requirements of governmental agencies pertaining to the removal, handling,
storage, transportation and disposal of Hazardous Materials (as defined in the Terms and
Conditions), including asbestos, lead and/or other wastes, from the Project. Trade Contractor's
documentation requirements shall include, without limitation, providing manifests, shipment
receipts, laboratory reports, copies of disposal facility permits and other such documentation.

I.       Handling and Disposing of Hazardous Materials. All Hazardous Materials used in
connection with the Work, or arising or removed from the Project as part of the Work, shall be
properly handled and promptly characterized, encapsulated, removed, packaged, stored,
transported and disposed of or otherwise managed in accordance with all applicable
government(al) agencies' laws, codes, ordinances, rules, requirements and regulations and the
terms of the Contract Documents. Without in any way limiting the foregoing, Trade Contractor
shall not, under any circumstances, cause or permit the spillage, discharge, emission or release
of any Hazardous Material in violation of any applicable laws, codes or regulations or cause of
permit the exacerbation of existing contamination. Trade Contractor agrees that it will not store
any wastes, including Hazardous Materials, for periods in excess of applicable site storage
limitations or legal requirements imposed by law or Client/Owner, whichever shall be more

Trade Contractor shall prepare (with cooperation of Client/Owner) all manifests and
documentation which may be required for the storage, transportation and disposal of any
Hazardous Materials generated by Trade Contractor, and Trade Contractor shall obtain (with
cooperation of Client/Owner) all identification numbers and permits which may be required for
the storage, transportation and disposal of such Hazardous Materials. Trade Contractor shall
also properly pack and prepare for storage, transportation and disposal such Hazardous
Materials. Trade Contractor shall be responsible for the disposal of all Hazardous Materials at a
facility which is permitted to accept such wastes. Trade Contractor acknowledges the Work set

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forth in this section has been factored into, and is a part of, the total Contract Price set forth in
this Agreement.

J.      Disposal Tax/Fees. Trade Contractor shall not be responsible for any Hazardous
Materials fee which is imposed under applicable law on Client/Owner as the generator of same,
all of which are outside the Contract Price.

K.      Notifying Government Agencies. Trade Contractor shall be solely responsible for
complying with applicable reporting requirements imposed on itself and its personnel in
connection with the performance of the Work, including prior notification of the abatement or
removal of Hazardous Materials, to the United States Environmental Protection Agency and to
any state or local agency requiring similar prior notice. With the exception of providing the
notice of work relating to Hazardous Materials to the government(al) agencies referred to in the
prior sentence, Trade Contractor shall not directly or indirectly communicate, meet or confer
with any government(al) agencies, or any agency, department, bureau or representative thereof,
concerning the Project, the Work or any waste, including Hazardous Materials, generated or
released hereunder, without first notifying Client/Owner of the intended communication and
obtaining Client/Owner's approval.

L.     Confidentiality. Trade Contractor shall, and shall cause any and all subcontractors to,
maintain confidential all work, studies, reports, communications and any other information
obtained with respect to the Project, unless otherwise legally obligated to disclose such

M.     State Required Terms and Conditions. The State Required Terms and Conditions
attached as Exhibit D (to the extent applicable to the Work) are incorporated by reference.

Also, Trade Contractor will need to comply with any Client/Owner requirements governing
access to the Property.

N.      Special CEQA Considerations. The parties acknowledge that the draft environmental
impact report ("EIR") for the Property is currently in process pursuant to the California
Environmental Quality Act ("CEQA"). This draft EIR analyzes this Property as a potential site
for the planned facilities. The parties further acknowledge this Property may not be selected to
be developed as the facilities.

The initial work to be authorized under this Agreement is for pre-construction planning and
engineering work only, as more particularly set forth in the Scope of Work. This work is a
continuation of the planning work for the Project and does not constitute a commitment to
proceed with any construction work on the Property (whether under this Agreement or any other
agreement) in any manner whatsoever.

The parties understand and agree that, prior to certification of the final EIR for the Property, all
work which Client/Owner may authorize to be done is pre-construction planning and engineering
work only and that such work may be required to be adjusted, or modified, to comply with
mitigation measures approved for the Project as well as for other non-CEQA related reasons.

Further, the parties understand and agree that no physical site work is authorized under this
Agreement, and that there will be no physical site work, unless and until the Property is selected

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for the facilities and the Project approved to move forward after completion of the EIR process
and certification of the final EIR.

This Project, if approved, will comply with all applicable CEQA mitigation measures.

At the time that the Project is approved, if at all, the design and engineering work for the Project
will be modified to fully comply with all applicable CEQA mitigation measures and any other
modifications desired by Client/Owner. At no time will the commencement of preconstruction
planning and engineering be a reason for failure to incorporate mitigation measures into the
Project or for failure to comply with mitigation measures. No on-site work will be commenced
unless and until the EIR is certified, the Project is approved, and Client/Owner has issued a
notice to proceed with such work.

Notwithstanding anything to the contrary in this Agreement, the Client/Owner has not limited in
any way its discretion, or the discretion of a responsible or trustee agency, department, board or
commission with jurisdiction over the Project from exercising its discretion with respect to the
Project, including but not limited to the discretion to (i) make such modifications deemed
necessary and feasible to mitigate significant environmental impacts, (ii) select other feasible
alternatives to avoid or substantially lessen such impacts, (iii) balance the benefits of the Project
against its significant unavoidable impacts prior to taking final action if such significant impacts
cannot otherwise be substantially lessened or avoided, or (iv) determine not to proceed with the
proposed Project.

                                [SIGNATURE PAGE FOLLOWS THIS PAGE]

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IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
written above. By their signature below, each of the following represent that they have authority
to execute this Agreement and to bind the party on whose behalf their execution is made.

 CLIENT/OWNER:                                                TRADE CONTRACTOR:
 [insert Client/Owner’s name]                                 [insert Trade Contractor's name]

      (Signature)                                             By
 Printed Name:
                                                              Printed Name:
                                                              Contractors License No. _______________


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                                               Trade Contract Agreement
                                                  Terms and Conditions

SECTION 1. SCOPE OF TRADE CONTRACTOR'S WORK:                        storage and for any damage, defect, deficiency or theft of any
                                                                    material or equipment stored on the Property.
1.1 Trade Contractor shall furnish all materials, labor, tools,
equipment and supplies necessary to fully perform the Work          2.4 Upon the receipt of a written notice from
and shall furnish and pay for all layout, backing, work plans,      CLIENT/OWNER, Trade Contractor shall promptly repair and
testing, permits, shop and working drawings, scaffolding and        make good in accordance with the Contract Documents any
planking, and hoisting of workers and materials required for        defect that may appear in Trade Contractor's Work, including
the Work, including without limitation all work described in the    any failure of the Work to meet the requirements or standard
applicable portions of the Contract Documents or reasonably         set forth in the Contract Documents or applicable law. Trade
inferable therefrom or typically performed by Trade                 Contractor, at its sole expense, shall also repair or replace any
Contractor's trade.                                                 portion of the Project, including any adjacent work or materials
                                                                    disturbed or damaged during or as a result of such corrective
1.2 Trade Contractor shall clean up and remove from the             work.
jobsite all debris associated with the Work. Upon completion
of the Work, Trade Contractor shall leave the Project in a neat     2.5 Trade Contractor agrees further that if it shall cause any
and uncluttered condition.                                          structural damage to portions of the Property intended to
                                                                    remain in place, whether in the vicinity of its work or to other
1.3 If materials are to be furnished but are not required to be     portions of the Property, it will immediately remedy the damage
installed under this Agreement, such materials are to be            so caused to the satisfaction of Client/Owner.
delivered F.O.B. jobsite.
                                                                    2.6 It is agreed that for a jobsite to be safe, it must be clean;
1.4 Trade Contractor shall attend all meetings as requested         therefore, at all times during the course of construction, Trade
by Client/Owner including job coordination, scheduling and          Contractor shall perform the Work so as to continuously
safety meetings.                                                    maintain the premises in a clean, safe and orderly condition.
1.5 Trade Contractor shall keep a highly qualified English-         Client/Owner may direct Trade Contractor to clean its work
speaking representative at the Project site during all times        area at any time Client/Owner deems it necessary. Upon
when Trade Contractor's Work is in progress.                The     termination or completion of its portion of the Work, or as
representative shall be authorized to represent Trade               required by applicable laws, Trade Contractor agrees to
Contractor as to all phases of the Work. The representative         remove from the premises all Hazardous Materials, temporary
shall further be authorized to receive written notices pursuant     structures, unused materials, equipment, utilities and facilities,
to Section 20. Prior to commencement of the Work, Trade             and all debris and waste incident to its operation. If Trade
Contractor shall designate in writing its representative, and in    Contractor fails to perform periodic clean-up, or fails to perform
the event of any proposed change, Trade Contractor shall            clean-up as directed by Client/Owner, Client/Owner may cause
notify Client/Owner in writing who the proposed new                 those areas to be cleaned, with all costs associated with this
representative is and receive Client/Owner’s approval, which        clean-up being charged to Trade Contractor.
approval shall not be unreasonably withheld or delayed, prior       SECTION 3. DRAWINGS, PLANS, SPECIFICATIONS:
to such change becoming effective.
                                                                    3.1 When drawings, plans, specifications, samples or detail
SECTION 2. RESPONSIBILITY FOR THE WORK AND MATERIALS:               work are required of Trade Contractor with respect to the Work
2.1 Trade Contractor shall effectively secure, protect and          ("Submittals"), whether on account of Work required to be
assume full responsibility for the Work at all times until          done hereunder or on account of changes in Work, Trade
completion and final acceptance by Client/Owner. Trade              Contractor agrees promptly to supply the same to
Contractor shall be liable for any loss or damage to any work       Client/Owner. Submittals shall be made so as to (i) afford
in place or to any equipment and materials on the job site          Client/Owner and/or its hazardous materials consultant at least
caused by Trade Contractor or its subcontractors, agents,           twenty-one (21) calendar days, or such longer period as is
employees or guests, and shall bear the risk of loss until final    specified in the Contract Documents, to review and return the
completion and acceptance. Trade Contractor shall also              Submittal without affecting Client/Owner’s schedule, and (ii) to
protect the Work and the workers of Client/Owner,                   allow Trade Contractor to pursue the Work efficiently, in
Client/Owner’s consultants and separate trade contractors           accordance with Client/Owner’s schedule and at a speed that
from Trade Contractor's operations. In the event of loss or         will not cause delay in the progress of Trade Contractor's Work
damage, Trade Contractor shall proceed promptly to make             or work carried on by other contractors. Any required re-
repairs or replacement of the damaged work, property and/or         submittals shall be made within fourteen (14) calendar days, or
materials at its own expense, as directed by Client/Owner.          such shorter period as may be required so as not to delay
Trade Contractor waives all rights Trade Contractor might           Client/Owner’s schedule or the performance of any other trade
have against Client/Owner for loss or damage to Trade               contractors or material suppliers. Trade Contractor shall not
Contractor's work, property or materials.                           be entitled to a time extension, and shall be financially
                                                                    responsible, for delays in preparing or receiving approvals of
2.2 Trade Contractor shall store materials and equipment at         Submittals (including re-submittals), which, by the exercise of
the Project site only in areas designated by Client/Owner and       reasonable diligence and judgment, could have been
in compliance with all applicable laws. It is agreed that storage   anticipated and avoided.
and staging areas, from time to time at the direction of
Client/owner bear all costs for moving materials and                3.2 In the event Submittals are submitted by Client/Owner to
equipment so stored.                                                Client/Owner’s Consultant for approval it is specifically
                                                                    understood that such approval shall relate solely to general
2.3 Materials and equipment delivered and stored at the             conformity with the Project design and that such approval shall
Project site shall be limited to materials and equipment            not be construed as an approval in detail of conformity of such
required to be incorporated into or used in the Work, and then      Submittals with the Contract Documents.
only to the extent the site space restrictions can accommodate
such storage. Trade Contractor shall be responsible for proper      3.3 In the event Submittals include variations, deviations or
                                                                    substitutions from the Work as shown or described in the

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                                               Trade Contract Agreement
                                                  Terms and Conditions

Contract Documents, the Submittal cover sheet shall                employees of its subcontractors and suppliers of material and
specifically describe the variation and request approval. Trade    equipment, including but not limited to the use of equipment,
Contractor shall not proceed with variations absent express        hoists, elevators, or scaffolds of Client/Owner or others, except
approval of the variation from Client/Owner or its hazardous       to the extent caused by the sole negligence or willful
materials consultant.       Absent express approval from           misconduct of Client/Owner , or any of their agents, servants
Client/Owner or its hazardous materials consultant of the          or independent contractors who are directly responsible to
variation, whether or not the Submittal is approved by             either of them.
Client/Owner or Client/Owner's consultant, Trade Contractor
shall be solely responsible for the time and cost impact of              4.1.3     Trade Contractor shall report in writing within
proceeding with work that deviates from or is inconsistent with    twenty-four (24) hours to Client/Owner any injury to any Trade
the Work as described in the Contract Documents, and shall         Contractor's employee or any subcontractor's employee at the
defend, indemnify and hold Client/Owner harmless from and          Property and shall send a copy of a written report to Trade
against any such claim. Client/Owner may, at its option,           Contractor's insurance carrier, and to Client/Owner.
withhold from Trade Contractor any payments due or to                     4.1.4    Trade Contractor shall require that all of its
become due to Trade Contractor an amount sufficient fully to       employees, and employees of its subcontractors and suppliers
reimburse Client/Owner for any such expense. The provisions        of material and equipment, and any person who provides
of this paragraph are in addition to and not in lieu of the        Project site services on behalf of Trade Contractor, furnish and
remedies provided Client/Owner by law, equity or any other         wear protective clothing at all times on the Project site. This
section of this Agreement.                                         clothing shall include such items as hard-sole shoes, shirts
3.4 Upon final completion of the Work, Trade Contractor            and hardhats and/or other appropriate gear as required by law.
shall submit to Client/Owner all applicable warranties,            Absolutely no personnel will be allowed on the Project site
guaranties, and/or record drawings satisfactory to                 without a hardhat.
Client/Owner.                                                      SECTION 5. HAZARDOUS M ATERIALS:
3.5 All plans, drawings, specifications, tests, calculations,      5.1 The terms of this Section are in addition to the
reports, samples and other submittals (collectively the            requirements of any Client/Owner's written safety program and
"Documents") prepared and furnished by Trade Contractor or         the provisions dealing explicitly with the performance of Work.
any of its subcontractors for the Project, together with all       The term "Hazardous Materials" means any flammable
Contract Documents and any intellectual property rights in the     materials, explosives, radioactive materials, hazardous
foregoing, shall be the property of Client/Owner whether the       wastes, toxic substances, or related materials, including,
Project is completed or not, and shall be delivered to             without limitation, asbestos, asbestos containing materials,
Client/Owner on the earlier of final completion or the date of     petroleum or any fractions thereof, petroleum-related products
termination of this Agreement. Trade Contractor and its            or any fractions thereof, polychlorinated biphenyl ("PCB") or
subcontractors shall be deemed to have assigned any                PCB containing materials and any substances defined as or
intellectual property rights (including copyright) in the          included in the definition of "hazardous substances",
Documents to Client/Owner.                                         "hazardous wastes", "hazardous materials", or "toxic
SECTION 4. SAFETY:                                                 substances" under any applicable federal, state or local laws
                                                                   or regulations now or hereinafter in effect.
4.1 Trade Contractor specifically obligates itself in the
following respects:                                                5.2 Before transporting, storing or using at the Project any
                                                                   Hazardous Materials, Trade Contractor shall furnish
      4.1.1     Trade Contractor shall comply fully with all       Client/Owner with a waste manifest, if required by applicable
laws, orders, citations, rules, regulations, standards and         law, and a copy of the Materials Safety Data Sheet for such
statutes with respect to occupational health and safety,           material or substance and Trade Contractor shall file a copy of
accident prevention, safety equipment and practices, including     such Materials Safety Data Sheet and documentation as may
Client/Owner's accident prevention and safety program (if          be required by the proper authorities.
any). Trade Contractor shall conduct inspections to determine
that safe working conditions and equipment exist and accepts       5.3 In the event that Hazardous Materials of a type of which
sole responsibility for providing a safe place to work for its     an employer is required by law to notify its employees are
employees and for employees of its subcontractors and              being used or stored on the Project site by Trade Contractor,
suppliers of material and equipment, for adequacy of and           Trade Contractor's subcontractors or anyone directly or
required use of all safety equipment and for full compliance       indirectly employed or otherwise retained by any of them,
with the aforesaid laws, orders, citations, rules, regulations,    Trade Contractor shall immediately provide written notice of
standards and statutes. Trade Contractor shall further comply      the chemical composition thereof (including, without limitation,
with all safety orders given by Client/Owner should job site       a copy of the applicable Material Safety Data Sheet) to
conditions require special safety requirements.          Trade     Client/Owner in sufficient time to permit compliance with such
Contractor shall be solely responsible for its and any             laws by Client/Owner, other trade contractors and other
subcontractor's compliance with OSHA and Cal-OSHA                  employers on the Project site.
requirements.                                                      5.4 Trade Contractor shall notify Client/Owner in advance of
        4.1.2     Trade Contractor shall defend, indemnify and     transporting, storing or using any Hazardous Materials on the
save harmless the Indemnified Parties (defined In Exhibit 4)       Project site. Trade Contractor shall label all Hazardous
from and against any claim, citation, suit, penalty, damage,       Materials on the Project site, and shall be solely responsible
liability, loss, cost, or expense, including attorneys' fees and   for the proper storage, protection, removal and disposal
expert witness fees, arising from failure or alleged failure of    thereof.
Trade Contractor to comply with any law, order, citation, rule,    5.5 Trade Contractor shall immediately notify Client/Owner
regulation, standard or statute in any way relating to the         in writing if Trade Contractor becomes aware of the presence
occupational health and safety of its employees, and               of any Hazardous Materials of a type, concentration, or in a

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                                               Trade Contract Agreement
                                                  Terms and Conditions

location beyond those disclosed in the Contract Documents,          accuracy of the amounts shown on same, correct the value or
("Unexpected Hazardous Materials") in, on, under or about the       values where appropriate, and notify Trade Contractor of any
Property or of any occurrence or condition on any real property     changes or disagreements. Provided that Trade Contractor
adjoining or in the vicinity of the Property which could cause      delivers a properly completed, documented payment
the Project or any portion of it to be classified as "border-zone   application to Program Manager, payment of undisputed
property" under the provisions of California Health and Safety      amounts will be due thirty (30) days from Client/Owner's
Code Sections 25220 et seq., or any regulation adopted in           receipt of such invoice together with Program Manager's
accordance therewith.                                               recommendation as to payment.
5.6 In the event that Trade Contractor encounters on the            6.4 No inspection or partial payment to Trade Contractor
Project site material reasonably believed to be Unexpected          shall operate as approval or acceptance of any schedule of
Hazardous Materials which has not been rendered harmless,           values, work done or materials furnished under this
Trade Contractor shall immediately report the condition to          Agreement. Client/Owner may withhold, or on account of
Client/Owner in writing, and if the method for handling or          subsequently discovered evidence nullify, the whole or a part
removing the Unexpected Hazardous Materials are not                 of any payment otherwise due under this Agreement to such
addressed in the Contract Documents, Trade Contractor shall         extent as may reasonably appear necessary to protect
stop the work in the area affected. Work in the affected area       Client/Owner from loss, including costs and attorneys' fees on
shall resume when Client/Owner provides direction how to            account of (i) defective work not remedied; (ii) claims or
proceed in connection with the Unexpected Hazardous                 mechanic's liens filed or reasonable evidence indicating
Materials.                                                          probable filing of claims or mechanic's liens; (iii) failure of
                                                                    Trade Contractor to make payments properly to its lower tier
5.7 In the event Hazardous Materials or contamination               subcontractors or for material, labor, equipment or union trust
therefrom are used, discharged, released, or brought onto the       fund benefits; (iv) a reasonable doubt that this Agreement can
Project site, or existing contamination is exacerbated, by Trade    be completed for the balance then unpaid; (v) damage to
Contractor, any subcontractors, material suppliers or any           another trade contractor; or (vi) failure to achieve sufficient
person or entity under the direct or indirect control of any of     progress with the Work to meet the schedule for such work, or
them, Trade Contractor agrees to defend, indemnify, hold the        timely completion of the Project. When the above grounds are
Indemnified Parties harmless from and against any and all           removed, such amounts as are then due and owing shall be
claims, liability, fines, penalties, response costs, damages or     paid or credited to Trade Contractor.
judgments, associated with the presence, discharge, release
or escape of such materials or contamination. Upon the              6.5 If Client/Owner reasonably estimates that the cost of the
request of Client/Owner, Trade Contractor shall take such           Work plus mark-up of all labor, materials, and/or Work not yet
steps at its own expense as are reasonably necessary to             furnished by Trade Contractor will exceed the Contract Price,
remove from the Project site the Hazardous Materials or             Client/Owner may reduce the amount of any progress
contamination brought onto the Project site by Trade                payments, without any reduction in the actual Contract Price.
Contractor, any subcontractors, material suppliers or any
person or entity under the direct or indirect control of any of     6.6 Any partial payment or payments made by Client/Owner
them.                                                               to Trade Contractor will be subject to final audit and
                                                                    adjustment and Trade Contractor agrees to reimburse
5.8 For clarity, the costs of all permits required for the          Client/Owner in the event there is any overpayment.
abatement and disposal of Hazardous Materials are included
in the Contract Price.                                              6.7 Upon complete performance of this Agreement by Trade
                                                                    Contractor and final approval and acceptance thereof by
SECTION 6. PAYMENTS:                                                Client/Owner, Client/Owner will make final payment to Trade
                                                                    Contractor of the balance due under this Agreement within
6.1 Client/Owner shall pay Trade Contractor the Contract            thirty (30) days after Program Manager receives a complete
Price identified in the Agreement, subject to additions and         and properly documented application for final payment from
deductions as herein provided, as full compensation for the         Trade Contractor. The acceptance by Trade Contractor of
satisfactory performance and completion of the Work and of all      final payment shall constitute a release by Trade Contractor in
of the duties, obligations and responsibilities of Trade            favor of Client/Owner and its surety of all claims against
Contractor under the Contract Documents.                            Client/Owner and its surety arising under or by virtue of this
6.2 Trade Contractor agrees to accept the Contract Price set        Agreement other than those claims excepted with the written
forth in the Agreement as full compensation for doing all work      consent of Client/Owner.
and furnishing all materials contemplated and embraced in this      6.8 If the terms of the Agreement provide for the payment
Agreement; for all loss or damage arising out of the nature of      for work performed on a unit price basis, Trade Contractor
the Work or from the action of the elements or from any             agrees to be bound by Client/Owner's measurement of the
reasonably foreseeable difficulties or obstructions which may       quantity of work. If Client/Owner does not measure for work,
arise or be encountered in the prosecution of the Work until its    Trade Contractor agrees to provide such documentation as
acceptance by Client/Owner; for all risks of every description      Client/Owner may reasonably require to substantiate Trade
connected with the Work; and for faithfully completing the          Contractor's measurement of the quantity of work.
Work in the manner and according to the requirements of
Client/Owner.                                                       6.9 Client/Owner reserves the right to make payment by
                                                                    joint check or by direct check to Trade Contractor's material
6.3 Partial payments not in dispute will be made to Trade           suppliers or lower tier subcontractors or any other person who
Contractor in an amount equal to ninety percent (90%) of the        has right of action against Client/Owner or Client/Owner's
value of work and materials utilized in the Work and calculated     surety under any law or any mechanic's lien or stop notice
on a percentage completion basis. Trade Contractor shall            right.
submit applications for payment to Program Manager for
review. Within ten (10) calendar days after receipt of each         6.10 Trade Contractor agrees, as a condition precedent to
such payment application, Program Manager shall verify the          payment hereunder, to furnish Client/Owner with payment

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                                               Trade Contract Agreement
                                                  Terms and Conditions

applications accompanied by the applicable statutory form of        8.1 Client/Owner may, at any time by written order, and
partial and/or final, conditional or unconditional, releases of     without notice to Trade Contractor's surety, make changes in,
claims and/or waivers of mechanic's liens.                          additions to and deletions from the Work to be performed and
                                                                    materials to be furnished under this Agreement, and Trade
6.11 At Client/Owner's request, Trade Contractor shall from         Contractor shall immediately proceed with performance of this
time to time furnish sworn affidavits in the form provided by       Agreement as so changed. Any changes or modifications
Client/Owner, which shall state amounts due or to become due        shall be subject to all the terms and conditions of this
and amounts paid to suppliers and other parties with respect to     Agreement. Increases in the Contract Price resulting from
labor and materials furnished or to be furnished under this         changes in the Work shall be calculated based on one of the
Agreement.                                                          following, in descending order of preference: (i) lump sum
6.12 Trade Contractor agrees and covenants that money               amount agreed upon in writing by both parties; (ii) unit pricing;
received for the performance of this Agreement shall be used        (iii) time and materials. The amount attributable to Trade
first for the benefit of persons and firms supplying labor,         Contractor's overhead and profit for any additive change shall
materials, supplies, tools, machines, equipment, plant or           not exceed ten percent (10%) of the cost of such change, or
services exclusively for the Project in connection with this        the fee percentage set forth in the Contract Documents,
Agreement and having the right to assert liens or other claims      whichever is less.
against the land, improvements or funds involved in the Project     8.2 Trade Contractor shall submit detailed backup support
or against any bond or other security posted by Client/Owner;       for any prices quoted. If Trade Contractor disagrees with a
that any money paid to Trade Contractor pursuant to this            proposed adjustment in the Contract Price or Completion Date
Agreement shall immediately become and constitute a trust           (defined below) included as part of a change directive, Trade
fund for the benefit of those persons and firms, and shall not in   Contractor shall submit such disagreement as a claim within
any instance be diverted by Trade Contractor to any other           ten (10) days from the date such change was ordered or Trade
purpose until all obligations arising hereunder have been fully     Contractor was directed to perform the Work as within its
discharged and all claims arising therefrom have been fully         original scope. If Client/Owner and Trade Contractor are
paid.                                                               unable to agree on the appropriate adjustment to the
6.13 If at any time Client/Owner, at its sole discretion, shall     Agreement amount and the adjustment amount is submitted to
determine that Trade Contractor's financial condition has           a dispute resolution proceeding, the amount attributable to
become unstable or unsatisfactory, Trade Contractor shall           Trade Contractor's overhead and profit shall not exceed ten
furnish additional security satisfactory to Client/Owner within     percent (10%) or the fee percentage set forth in the Contract
ten (10) days after written demand therefore is mailed or           Documents, whichever is less.
delivered to Trade Contractor, and in default of furnishing         8.3 Any claim not timely submitted in accordance with the
additional security, Client/Owner shall have the option to          provisions of this Agreement shall be deemed waived by Trade
terminate this Agreement or to initiate such other action as        Contractor. Unless otherwise agreed by Client/Owner in
Client/Owner may, at its sole discretion, deem necessary for        writing, Trade Contractor shall continue to prosecute Trade
the protection or preservation of its interests and/or the          Contractor's Work and maintain the Project schedule pending
prevention of delay in the efficient and orderly progress of        resolution of any claim. Any failure of Trade Contractor to
Work.       In the event of such termination, the rights of         continue diligent and timely prosecution of the Work shall be
Client/Owner shall be the same as if Trade Contractor had           deemed a material breach of the Agreement, entitling
willfully refused to further perform the Agreement.                 Client/Owner to all remedies provided hereunder, as well as
6.14 No change, alteration, or modification in the terms and        other remedies, which may exist as a matter of law.
conditions of this Agreement or in the terms or manner of           8.4 No increase or decrease in the Contract Price shall be
payment shall in any way exonerate or release, in whole or in       binding on Client/Owner unless agreed upon in writing.
part, any surety on any bond furnished by or on behalf of
Trade Contractor.                                                   SECTION 9. EXAMINATION OF DOCUMENTS AND SITE:
6.15 Trade Contractor shall, before Trade Contractor's first        9.1 By executing this Agreement, Trade Contractor
application for payment, submit to Client/Owner a schedule of       represents that it has carefully examined all of the Contract
values of the various parts of Trade Contractor's Work,             Documents and has fully acquainted itself with all the
aggregating the total sum of the Price, prepared in such detail
as Client/Owner may reasonably require, and supported by            conditions under which Trade Contractor's Work
such evidence as to its correctness as Client/Owner may             is to be performed, including without limitation,
direct.                                                             applicable laws, regulations, codes and other
6.16 Prior to withholding payment to any lower tier                 restrictions, local labor conditions, local weather
subcontractor, material supplier or laborer, Trade Contractor
shall promptly notify Client/Owner of Trade Contractor's
                                                                    patterns, access restrictions to and from the
intention to withhold payment and the reason for any such           Project site, prior work performed by others on
withholding; Client/Owner may, in turn, withhold that amount        the Project, obstructions, subsurface and other
from Trade Contractor in order to protect against a possible
claim.                                                              conditions relevant to the Work, the site of the
                                                                    Work and its surroundings, conditions affecting
                                                                    access, encapsulation, removal, handling, storage,
7.1 Client/Owner may, at its sole discretion, without the
consent of Trade Contractor's surety, reduce the retained
                                                                    packing, transportation and disposal of Hazardous
percentage withheld from Trade Contractor.                          Materials, and Trade Contractor assumes the risk
SECTION 8. CHANGES AND EXTRA WORK:                                  of any variance between the actual conditions

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                                              Trade Contract Agreement
                                                 Terms and Conditions

discoverable upon such a review and the                           contractor. Notwithstanding anything to the contrary in this
                                                                  Section 10.1, Trade Contractor shall not commence any Work
conditions shown or represented in the Contract                   at the Property unless and to the extent that Client/Owner
Documents; that it has made all investigations                    issues to Trade Contractor a written notice to proceed with
essential to a full understanding of the difficulties             such Work.

which may be encountered in performing the                        10.2 If a progress schedule is furnished by Client/Owner to
                                                                  Trade Contractor, it shall be considered informational and
Work; and that anything in this Agreement, or in                  subject to change as the Project progresses; however, Trade
any representations, statements or information                    Contractor must be ready to perform at the times indicated in
made       or    furnished     by     Client/Owner                the progress schedule. Client/Owner makes no representation
                                                                  that it will be ready for Trade Contractor at the times indicated
notwithstanding, Trade Contractor will complete                   in said schedule regardless of whether delays may be within
the Work for the Contract Price, and assume full                  the control of Client/Owner. Trade Contractor shall under no
and complete responsibility for all conditions                    circumstances be excused from performing the Work as a
                                                                  result of delays encountered on the Project.
relating to the Work, the site of the Work or its
                                                                  10.3 As required by Client/Owner, Trade Contractor shall
surroundings, and all risks in connection                         submit to Client/Owner progress schedules for the Work, or at
therewith.                                                        Client/Owner's election, cooperate in the preparation of a
                                                                  progress schedule.
9.2 Trade Contractor understands that it may encounter
difficult site conditions arising from limited access to work     10.4 Trade Contractor shall furnish such manpower,
areas, or from more than one trade contractor working in one      materials, facilities, and equipment and shall work such hours,
location at one time.         Trade Contractor assumes full       including overtime operations, weekends, and holidays, as
responsibility for its examination, investigation and             may be necessary to ensure the prosecution and completion of
understanding of the difficulties which may be encountered,       the Work in accordance with the approved and currently
and has included in the Price the cost of any work associated     updated Project schedule. If work on the critical path is
with such difficulties.                                           fourteen (14) days or more behind the currently updated and
                                                                  approved Project schedule (including extensions of time where
9.3 The Agreement, including these Terms and Conditions,          such are warranted) and it becomes apparent from the current
and the Contract Documents are intended to be read as a           schedule that the Work will not be completed by the
whole. In the event of a conflict between the Agreement or        Completion Date, Trade Contractor shall implement whatever
these Terms and Conditions and any of the Contract                steps it deems necessary to recover all lost time for which a
Documents, the provisions of the Agreement and these Terms        time extension is not granted.
and Conditions shall control, provided, however, that if the
Contract Documents impose a stricter requirement on Trade         10.5 If at any time the Work is not progressing in accordance
Contractor than the Agreement or these Terms and                  with the Project schedule or the Work is likely to be delayed for
Conditions, such stricter requirement shall control. In the       any reason within the reasonable control of Trade Contractor,
event of a conflict among the Agreement and these Terms and       or if Client/Owner otherwise desires to accelerate the Work for
Conditions, the provisions of the Agreement, and Terms and        any reason, Client/Owner may give written notice requiring
Conditions shall control in that order.                           Trade Contractor to (i) increase the number of workers and/or
                                                                  the amount or types of machinery, tools, equipment, or
9.4 Trade Contractor shall notify Client/Owner in writing of      materials employed by Trade Contractor in or for the
discrepancies in the Contract Documents, or between the           performance of the Work; and/or (ii) schedule and conduct
Contract Documents and any laws, ordinances, rules,               additional lawful work shifts. Within 48 hours after such order,
regulations or orders of any public authority bearing on          Trade Contractor shall undertake all such necessary action in
performance of the Work. In the event Trade Contractor            order to accelerate the Work, subject to availability of labor
commences the Work without notice to Client/Owner of such         and materials (unless Client/Owner deems such action
discrepancy, Trade Contractor shall be solely responsible for     necessary by reason of Trade Contractor’s failure to make
bringing Trade Contractor's Work (and the work of others          timely arrangements for labor and materials).              Trade
affected thereby) into conformance with applicable laws,          Contractor’s proposed actions to make up time shall be subject
ordinances, rules and regulations.                                to Client/Owner’s reasonable approval. Costs of additional
SECTION 10. PROGRESS OF WORK AND ORDER OF                         labor, machinery, tools, equipment and/or materials, if any,
PERFORMANCE:                                                      required under this Section 10.5 shall be borne by:

10.1 Time is of the essence of this Agreement. Trade              10.4.1 Trade Contractor at its own expense within the Price if
Contractor shall furnish all materials, labor, tools, equipment   and to the extent the applicable acceleration of Work was
and supplies necessary for performance of the Work in a           necessary or appropriate to maintain Trade Contractor’s
prompt, efficient and workmanlike manner and so as to             compliance with, and progress under, the Project schedule in
perform the Work in accordance with and within the time           effect immediately prior to the date of such acceleration or if
specified in progress schedules from time to time designated      the Work was likely to be delayed for any reason within the
by Client/Owner, or any revisions thereof, and so as to achieve   reasonable control of Trade Contractor; or
the date for final completion of the Work (the "Completion
Date") set forth in the Scope of Work attached to Exhibit 2.      10.4.2 Client/Owner as extra work computed in accordance
Trade Contractor shall prosecute the Work or any part of it, as   with Section 8, if the acceleration was for the convenience of
it becomes available, or at such other time or times as           Client/Owner and not due to any delay within the reasonable
Client/Owner may direct, and so as to promote the general         control of Trade Contractor.
progress of the entire construction, and shall not, by delay or
otherwise, interfere with or hinder the work of any other trade

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                                                   Terms and Conditions

Whether or not Client/Owner exercises the same,                      indemnity provisions of this Agreement; nor shall the indemnity
Client/Owner’s right to accelerate performance of the Work           provisions limit the scope of these insurance requirements.
under this Section 10.5 shall not excuse Trade Contractor from
the obligation to employ and/or furnish labor, machinery, tools,     SECTION 13. CERTAIN OBLIGATIONS OF TRADE CONTRACTOR:
equipment, materials, or other Work on an overtime or                13.1 Trade Contractor specifically obligates itself to
accelerated basis or otherwise in such extra or additional           Client/Owner in the following respects (and this Agreement is
lawful amounts as may be necessary to complete the Work              made upon such express conditions):
when required under the Contract Documents.
                                                                             13.1.1 To defend and indemnify and hold harmless
10.6 Trade Contractor is aware that Client/Owner may be              Indemnified Parties from and against any and all claims, suits,
liable to others for delay in the completion of the Project and      liability, expense, attorney's fees, damages, awards or
that Client/Owner will incur additional costs and expenses as a      judgments for any alleged or actual infringement or violation of
result of any delay in the completion of the Project. Trade          any copyright, patent, trademark or other intellectual property
Contractor shall reimburse Client/Owner for any and all              rights arising in connection with this Agreement;
damages suffered by Client/Owner which are attributable to or
caused, in whole or part, by Trade Contractor's failure to                  13.1.2 To the fullest extent permitted by law, to
furnish materials or to perform the Work, or any portion             defend, indemnify and hold harmless Indemnified Parties from
thereof, within the time fixed or in the manner provided for         and against all liability, fines, penalties, costs, losses,
herein. Payment of such damages shall not release Trade              damages, expenses, causes of action, claims or judgments,
Contractor from its obligation to otherwise fully perform this       including attorneys' fees, expert witness fees and other
Agreement.                                                           defense costs, resulting from bodily injury to or sickness,
                                                                     disease or death sustained by any person (including Trade
10.7 Subject to Section 6.13, upon Client/Owner's written            Contractor's employees) or damage to or destruction of
request, Trade Contractor shall furnish such evidence as             property of any kind, including the loss of use resulting
Client/Owner may require relating to Trade Contractor's ability      therefrom, which injury, sickness, disease, death, damage or
to fully perform this Agreement in the manner and within the         destruction arises out of or is in any way connected with the
time specified herein.                                               performance of (or failure to perform) work under this
                                                                     Agreement or the failure to obtain appropriate government
SECTION 11. DELAYS, EXTENSIONS OF TIME, STOPPAGE OR                  licenses or permits, including any of the same resulting from
SUSPENSION OF WORK:                                                  Client/Owner's alleged or actual negligent act or omission
11.1 In the event Trade Contractor's performance is delayed          whether active or passive, or its agents, trade contractors or
or interfered with by acts of Client/Owner, other trade              employees; except that said indemnity shall not be applicable
contractors, acts of God, fire or other casualty, or abnormal        to injury, sickness, disease, death or damage to or destruction
weather conditions as defined in the Contract Documents, it          of property to the extent arising from the sole negligence or
may request an extension of time for performance to the extent       willful misconduct of Client/Owner, its officers, agents,
such delay impacts the critical path to the Completion Date, as      servants, or independent contractors (other than Trade
hereinafter provided, but Trade Contractor shall not be entitled     Contractor) who are directly responsible to Client/Owner. This
to any increase in the Price or to damages or additional             indemnification agreement shall extend to claims asserted
compensation as a consequence of such delays. Extensions             after termination, for whatever reason, of this Agreement;
of time are not due if a delay is within the reasonable control of            13.1.3 To defend, indemnify and hold harmless
Trade Contractor.                                                    Indemnified Parties from and against: (i) any and all claims,
11.2 No allowance of an extension of time, for any cause             liability, loss, damage, costs or expenses, including expert
whatever, shall be granted to Trade Contractor unless Trade          witness fees, attorneys' fees, awards and judgments, arising
Contractor shall have made written request upon Client/Owner         by reason of any claims, liens, stop notices or bond claims for
for such extension within five (5) days after the                    work, labor, services, material or equipment used or furnished
commencement of the delay and unless Client/Owner and                to be used on the Project, or union trust fund payments, arising
Trade Contractor have agreed in writing upon the allowance of        from or relating to Trade Contractor's work on the Project, and
additional time to be made. Failure to make such request             (ii) all incidental or consequential damages resulting to the
within the above time frame shall be conclusively deemed a           Indemnified Parties from such claims, liens, stop notices or
waiver by Trade Contractor of any need for an extension of           bond claims.
time as a result of such delay.                                            13.1.4 Within ten (10) days after written demand by
SECTION 12. INSURANCE:                                               Client/Owner, to cause the effect of any suit, stop notice or lien
                                                                     to be removed from the Project, Work and/or Property. If
12.1 Trade Contractor, at its expense, shall procure, carry          Trade Contractor fails to do so, Client/Owner is authorized to
and maintain insurance as provided in the Contract                   use whatever means in its discretion it may deem appropriate
Documents and Exhibit 4 hereto.                                      to cause the lien, stop notice or suit to be removed or
                                                                     dismissed and the cost thereof, together with actual attorneys'
12.2 Trade Contractor waives, and shall require all its lower        fees, shall be immediately due and payable to Client/Owner by
tier subcontractors to waive, all rights of recovery against         Trade Contractor. Trade Contractor may litigate any such lien
Client/Owner and the Indemnified Parties (and such other             or suit provided Trade Contractor first causes its effect to be
persons or entities as required by the Contract Documents),          removed from the Project, Work and/or Property.
for losses within the scope of Trade Contractor's or lower tier
subcontractor's insurance.                                                  13.1.5 To pay for all materials, equipment, including
                                                                     repairs thereof and parts, fuel and labor, including sales taxes
12.3 The coverage of any insurance policy required                   and other taxes, ordered for or used in the Project by Trade
hereunder or actually carried by Trade Contractor shall not          Contractor and shall present to Client/Owner, on demand,
limit the extent of Trade Contractor's liability under the           satisfactory evidence of all such payments;

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                                                     Terms and Conditions

       13.1.6 To warrant and guaranty that the Work and                 that work and materials nor of its obligation to make good, at
materials covered by this Agreement strictly comply with the            its own expense, any defect in materials and execution which
requirements of the Contract Documents, are of good quality             may exist or subsequently be discovered. However, Trade
and are free from defects. Trade Contractor warrants that all           Contractor shall not be responsible for the maintenance of
materials and equipment furnished shall be new unless                   such portion of the Work as may be used or occupied by
otherwise agreed to in writing by Client/Owner, or otherwise            Client/Owner, nor for any damage thereto to the extent same
specified in the Contract Documents. For a period of one year           is due to or caused by the negligence of Client/Owner during
following final completion of the Work, Trade Contractor shall,         such period of use.
at Client/Owner's option, repair or replace at its expense, any
defect in materials or execution, including the restoration of          SECTION 15. WORK OF OTHERS:
work of other trade contractors that has been affected thereby.         15.1 The Work provided for in this Agreement constitutes only
Trade Contractor further agrees that (i) Trade Contractor will          a part of the work being performed for Client/Owner by other
furnish and pay for all written guarantees and/or maintenance           contractors. Trade Contractor, therefore, agrees to perform
bonds required by Client/Owner in connection with Trade                 the Work called for in this Agreement in such a manner that it
Contractor's work, and, (ii) unless and until Client/Owner is           will not injure or damage any other work performed by any
released from responsibility by a claimant, Client/Owner may            other contractor, and further agrees to pay Client/Owner for
withhold payment from Trade Contractor such sums as                     any damage that may be caused to such other work by Trade
Client/Owner in its sole discretion deems necessary to protect          Contractor or by its agents or employees.
and indemnify Client/Owner for any loss that may be caused
by breach of said warranty or guaranty. The warranty provided           15.2 If the performance of any item of work by Trade
in this Section shall be in addition to and not in lieu or limitation   Contractor is related to or dependent upon any other item of
of any other warranty or remedy provided by law or by the               work performed or materials furnished by others, Trade
Contract Documents;                                                     Contractor warrants, by undertaking to perform its Work, that
                                                                        such other items are satisfactory and acceptable, and waives
      13.1.7 To obtain and pay, as part of the Contract                 all claims against Client/Owner for additional compensation or
Price, for all permits, licenses and official inspections made          for damages resulting from any defects therein; and further,
necessary by the Work and to comply with all laws, ordinances           Trade Contractor agrees to defend, indemnify and hold
and regulations bearing on the Work and the conduct thereof             Client/Owner harmless against any costs for any repair or
including, without limitation, all permits, licenses, inspections       corrective work required as a result of Trade Contractor
made necessary by the transport, storage, use or disposal of            proceeding with its Work where Trade Contractor knows or
Hazardous Materials; and                                                reasonably should know that precedent work is unsatisfactory.
      13.1.8 To be fully and exclusively responsible for, and           SECTION 16. LABOR LAWS:
to pay when due, any and all applicable contributions,
allowances or other payments, deductions or benefits,                   16.1 The Project is a public work for purposes of Chapter 1
however termed, required by labor agreements or law now or              (commencing with Section 1720) of Part 7 of Division 2 of the
hereafter in force.                                                     Labor Code.       Accordingly, Trade Contractors and the
                                                                        Subcontractors shall comply with Chapter 1 of Part 7 of
13.2 Trade Contractor shall defend and indemnify the                    Division 2 of the Labor Code, including the obligation to pay
Indemnified Parties against, and hold each harmless from, any           prevailing wages and certify payrolls.
and all loss, damage, fines, penalties, costs, liability, claim,
demand, suit, cause of action, expenses, expert witness fees            16.2 Trade Contractor agrees to be bound by, and agrees to
and attorneys' fees suffered or incurred on account of any              bind any lower tier subcontractor to, and comply with, all
breach of the aforesaid obligations and covenants, or any               applicable labor laws, regulations and standards issued or
other provision or covenant of this Agreement.                          promulgated by a Federal, State or other governmental
                                                                        authority having jurisdiction. Trade Contractor further agrees
13.3 At any time before final settlement or adjudication of any         to be bound by and comply with all applicable Fair
loss, damage, liability, claim, demand, suit or cause of action         Employment Practices and Equal Opportunity Provisions and
for which Trade Contractor has obligation to defend and                 Regulations of Federal, State or other governmental authority
indemnify any of the Indemnified Parties, Client/Owner may              having jurisdiction. Trade Contractor acknowledges that it has
withhold from any payments due or to become due under this              read the applicable laws, regulations, standards and provisions
Agreement such sums as Client/Owner, in its sole discretion,            and is familiar with the terms thereof.
deems necessary to protect and indemnify any of the
Indemnified Parties for any loss that may result.                       16.3 Trade Contractor agrees to defend, indemnify and hold
                                                                        Client/Owner harmless from and against all claims, liability,
13.4 Trade Contractor shall not settle any third-party claim for        loss, damage, cost, expense, including attorneys' fees and
which Trade Contractor is obligated to indemnify Client/Owner           expert witness fees, fines, judgments or penalties associated
or another Indemnified Party, without Client/Owner’s prior              with any claim that Trade Contractor failed to comply with any
written consent (unless the effect of such settlement shall be to       labor laws, prevailing wage laws, ordinances or requirements.
release every Indemnified Party against whom liability has
been asserted from all liability whatsoever with respect to such        SECTION 17. INDEPENDENT CONTRACTOR:
claim, without cost or contribution from any Indemnified Party).
                                                                        17.1 Trade Contractor represents that it is an independent
SECTION 14. USE OR OCCUPANCY BY CLIENT/OWNER:                           contractor and an employing unit subject, as an employer, to
                                                                        all Federal and State statutes including Workers'
14.1 Whenever it may be useful or necessary for                         Compensation and statutes relating to payroll retention and
Client/Owner to do so, Client/Owner may occupy and use any              contributions so as to relieve Client/Owner of any responsibility
portion of the Work which has been either partially or fully            or liability for treating Trade Contractor's employees as
completed by Trade Contractor before final inspection and               employees of Client/Owner for any purpose.
acceptance thereof by Client/Owner, but such use or
occupancy shall not relieve Trade Contractor of its guaranty of

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                                               Trade Contract Agreement
                                                  Terms and Conditions

17.2 Trade Contractor agrees to defend, indemnify and hold          assigns, including, without limitation, rights of set-off, to retain
Client/Owner harmless and reimburse it for any expense or           moneys, to amend or modify this Agreement, and to assert all
liability incurred under applicable laws in connection with         other defenses and claims whether or not arising under this
employees of Trade Contractor, including, without limitation, a     Agreement.
sum equal to benefits paid to those who were Trade
Contractor's employees.                                             19.3 The making of any assignment by Trade Contractor or
                                                                    any consent thereto by Client/Owner shall not relieve Trade
17.3 Trade Contractor shall furnish to Client/Owner, at             Contractor, or its sureties, of their obligations, duties,
Client/Owner's request, such evidence of Trade Contractor's         responsibilities or liabilities under this Agreement.
compliance with this Section as Client/Owner may reasonably
require.                                                            19.4 Any subletting hereunder shall be on the express
                                                                    condition that the sub-subcontract shall be subject to the terms
17.4 Trade Contractor further agrees as regards (i) the             and conditions of this Agreement and Trade Contractor shall
production, purchase and sale, furnishing and delivering,           incorporate all terms and conditions of this Agreement in any
pricing and use or consumption of materials, supplies and           such sub-subcontract.
equipment, (ii) the hire, tenure or conditions of employment of
employees and their hours of work and rates of and the              19.5 Trade Contractor shall not engage subcontractors or
payment of their wages, and (iii) the keeping of records,           material suppliers, nor employ any person on the Project to
making of reports, and the payment, collection, and deduction       which Client/Owner has a reasonable objection, and Trade
of Federal, State and local taxes and contributions, that Trade     Contractor shall promptly remove from the Project site any
Contractor will keep and have available, for a minimum of ten       person or entity to which Client/Owner so objects. Prior to
(10) years after completion of the Project or as reasonably         commencing Work, Trade Contractor shall submit a list for
required by Client/Owner, all necessary records and make all        Client/Owner's review and approval of subcontractors and
payments, reports, collections and deductions, and otherwise        material suppliers to be used in the Work, and shall update the
do any and all things so as to fully comply with all Federal,       list as changes occur.
State and local laws, ordinances and regulations in regard to       19.6 Client/Owner may assign this Agreement to (i) the State
any and all said matters insofar as they affect or involve Trade    of California, (ii) an affiliated entity, as that term is defined in
Contractor's performance of the Work.                               California Corporations Code section 150, or (iii) to any
SECTION 18. OPEN SHOP AND DUAL GATE SYSTEMS:                        general contractor or design-builder performing work for
                                                                    Client/Owner at the Property, at any time and without Trade
18.1 Trade Contractor hereby acknowledges that both union           Contractor's consent. Client/Owner will promptly provide
and non-union trades may be present and working on the              notice to Trade Contractor of any such assignment. Upon
Project and hereby agrees to fully cooperate in any "open           transfer, all of Client/Owner's rights and obligations under this
shop" arrangement and to abide by all laws and regulations          Agreement shall be transferred to and will flow directly to the
applicable to open shop, merit shop and dual gate systems. A        assignee. In the event Client/Owner assigns to a general
dual gate system may be used and Trade Contractor hereby            contractor, Client/Owner shall be an intended third party
agrees to use the proper gate for entering and leaving the job      beneficiary of this Agreement. After an assignment of this
premises, as assigned and directed by Client/Owner, and shall       Agreement, Client/Owner shall have no further direct obligation
require and enforce that its agents, employees, suppliers,          to Trade Contractor.
visitors and lower tier subcontractors use the proper gate. If
Client/Owner establishes a reserved gate for Trade                  SECTION 20. NOTICES:
Contractor's purposes, it shall be the obligation of Trade          20.1 Written notice, where required by the terms of this
Contractor to continue the proper performance of Trade              Agreement, may be accomplished by personal delivery, by
Contractor's work without interruption or delay.                    transmitting a copy by facsimile machine, by use of the United
18.2 Failure of Trade Contractor to use the gate assigned by        States mail, by use of overnight delivery service, by any
Client/Owner to perform work shall result in a default, entitling   standard form of telegraphic communications, or, upon mutual
Client/Owner to the remedies provided in Section 21 or other        agreement of the parties, by electronic mail ("e-mail"). The
applicable provisions, or by applicable law. Labor slowdowns        written notice shall become effective when the notice is hand-
and stoppages will not be permitted by Trade Contractor             delivered to the recipient or its representative at the Project or
and/or its lower tier suppliers or subcontractors, if any,          at the office address of the recipient appearing in this
because of labor discussions, disputes or disturbances that         Agreement, upon transmission by facsimile machine as
may occur. If delays or slowdowns do take place, the delay          evidenced by a facsimile confirmation (if transmitted before
and any associated expense will be the responsibility of Trade      5:00 p.m. at the place of delivery on a business day, otherwise
Contractor, and may, at Client/Owner's discretion, be cause for     on the next business day), two days after mailing by U.S. Mail,
termination of this Agreement.                                      or upon the receipt of the notice as evidenced by a delivery
                                                                    receipt. If notice is accomplished by e-mail, the notice shall
SECTION 19. ASSIGNMENT AND SUBLETTING:                              become effective when the e-mail enters an information
                                                                    processing system that the recipient has designated or uses
19.1 Trade Contractor shall not assign, transfer, sublet or         for the purpose of receiving e-mail, and from which the
delegate, by operation of law or otherwise, in whole or in part,    recipient is able to retrieve the e-mail.
any portion of the Work or any right to payment without the
prior written consent of Client/Owner in its sole discretion. Any   20.2 Upon mutual agreement of the parties, e-mail may be
attempted assignment made without Client/Owner's approval           used as a method of Project correspondence. The parties
shall be void.                                                      understand that e-mail correspondence is a "writing" under
                                                                    California evidence law, and as such, shall be interpreted with
19.2 Any assignment by Trade Contractor hereunder shall be          the same force of law as a conventional mailed letter or other
subject to, and Client/Owner reserves, all rights and remedies      forms of conventional written communication.
possessed by or available to Client/Owner by law or under this
Agreement as against Trade Contractor, its sureties and

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                                                 Trade Contract Agreement
                                                    Terms and Conditions

20.3 Client/Owner and Client/Owner's consultants shall be            be removed within ten (10) days of receiving written notice
afforded prompt access to Trade Contractor's records, books,         from Client/Owner to do so;
correspondence, instructions, drawings, Submittals, receipts,
subcontracts, purchase orders, vouchers, memoranda and                     21.1.10 Failure of Trade Contractor to comply with the
other data (whether in printed or electronic form) relating to the   insurance requirements specified herein and/or in the other
Project. Trade Contractor shall preserve these Project records       Contract Documents; or
for a period of four (4) years after final completion of the Work,         21.1.11 Trade Contractor's material breach of, or
or for such longer period as may be required by law.                 noncompliance with, any other provision of this Agreement or
SECTION 21. DEFAULT; TERMINATION OF AGREEMENT:                       the Contract Documents.

21.1 Default. Trade Contractor shall be in default under this        21.2 Notice; Cure. Upon written notice from Client/Owner of
Agreement upon the occurrence of any of the following:               Trade Contractor's default, Trade Contractor shall promptly
                                                                     take all action necessary to cure any such default and to fully
     21.1.1 Failure of Trade Contractor to commence the              comply with the terms of the Agreement and the requirements
Work on the date specified by Client/Owner, or failure of Trade      of the Contract Documents within seven (7) calendar days,
Contractor to perform the Work or any portion thereof in             provided, however, that if such default cannot be cured within
accordance with the provisions of this Agreement as to               such 7 days, Trade Contractor shall give within 48 hours
character and time of performance;                                   written notice to Client/Owner acknowledging that Trade
                                                                     Contractor intends to take all actions necessary to remedy the
      21.1.2 Failure of Trade Contractor to perform the Work         matter involved with due diligence and promptly commences to
or any portion thereof in accordance with the Contract               cure and correct the matter involved within a reasonable time,
Documents or refusal to or failure of Trade Contractor to            taking into account the relevant circumstances.             Trade
supply enough properly skilled workers or proper materials to        Contractor shall have 48 hours' opportunity to commence to
complete the Work;                                                   cure any such default after written notification of default from
     21.1.3 Failure of Trade Contractor to abide by and              Client/Owner. Should Trade Contractor fail to do so, then in
comply with the terms and provisions contained in the Contract       any such case Client/Owner, without further notice to Trade
Documents;                                                           Contractor and without having to give any further notice to any
                                                                     surety on any bond, may at its option employ any remedies
      21.1.4 Failure of Trade Contractor to correct defective        provided for in this Agreement or otherwise available at law or
or nonconforming Work after receipt of notice to do so;              in equity. If Client/Owner, in its sole discretion, so determines,
                                                                     due to the fact that Trade Contractor has abandoned
      21.1.5 Assignment in violation of Section 19, either           performance, suffered an Insolvency Event or notified
voluntarily or involuntarily or by operation of law;                 Client/Owner that it does not intend to proceed in conformance
      21.1.6 Any of the following occurs to Trade Contractor         with prior direction issued by Client/Owner, then the
(each, an "Insolvency Event"):                                       requirement for notice and an opportunity to cure shall be
                                                                     waived and Client/Owner may immediately pursue its other
                (a) a receiver is appointed for all or a material    remedies.
       part of Trade Contractor’s property or income;
                                                                     21.3 Termination. In the event Trade Contractor fails to cure
                 (b) Trade Contractor admits in writing it’s         the default, or without further notice if the default is temporarily
       inability to pay Trade Contractor’s debts as they mature;     corrected but Trade Contractor thereafter is in default in the
                                                                     same manner as provided in the original notice, then
              (c) Trade Contractor makes a general                   Client/Owner may, without prejudice to any other right or
       assignment for the benefit of creditors;                      remedy, either (i) terminate Trade Contractor's right to proceed
                                                                     with the Work and take over and complete the performance of
                (d) a petition under the Bankruptcy Act is filed     this Agreement at the expense of Trade Contractor, or
       by or against Trade Contractor and same is not set            (ii) without terminating, furnish the necessary materials and
       aside or terminated within 30 days;                           may employ any other person or persons, including another
                                                                     trade contractor, to finish the Work or any portion at Trade
                (e) is adjudicated an insolvent; or                  Contractor's expense. In either event, Client/Owner shall have
                                                                     the right to enter upon the Property and take possession, for
               (f) an attachment is levied or a judgment is          the purpose of completing the Work, of all materials, tools and
       executed against all or any material part of Trade            appliances thereon all without liability on the part of
       Contractor’s property or income and the same is not           Client/Owner for any damage, wear and tear, depreciation,
       discharged within thirty (30) days.                           theft, loss, action of the elements, acts of God, fire, flood,
                                                                     vandalism, or other injury or damage to said materials, tools,
     21.1.7 Dissolution or termination of doing business of          and appliances.
Trade Contractor;                                                    21.4 If Client/Owner either terminates or causes to be
      21.1.8 Failure of Trade Contractor to make timely              performed a portion of the Work, Trade Contractor shall not be
payments for any labor, materials or equipment, transportation       entitled to receive any further payment under the Agreement
or shipping costs, tax fees, payments to labor unions and            until the Work shall be wholly finished. Thereafter, if the
union trust funds or payments to any employee benefit                unpaid balance of the amount to be paid under the Agreement
program or trust;                                                    for completed Work exceeds the expenses incurred by
                                                                     Client/Owner in finishing the Work, such excess shall be paid
       21.1.9 Failure to cause the effect of any mechanic's          by Client/Owner to Trade Contractor; but if such expense shall
lien, statutory or judgment lien, or stop notice against the         exceed such unpaid balance, then Trade Contractor shall pay
Project, Work, Property, or any applicable construction fund, to     to Client/Owner the difference to the extent such expense
                                                                     exceeds the Contract Price. As used in this Section the word

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                                                  Trade Contract Agreement
                                                     Terms and Conditions

"expense" shall be defined to mean actual cost to                       22.2 Informal Resolution. If a Claim cannot be resolved
Client/Owner, plus an amount equal to fifteen percent (15%) of          through informal discussion, then Client/Owner or Trade
such cost for overhead.           The expense incurred by               Contractor may call a special meeting for the resolution of the
Client/Owner as herein provided, either for furnishing materials        Claim(s), which shall be held within a reasonable time not to
or for finishing the Work, and any damages incurred as a result         exceed fourteen (14) days of a written request for the meeting,
of such default, shall be chargeable to and paid by Trade               which request shall specify the nature of the Claim to be
Contractor and Client/Owner shall have a lien upon all                  resolved. The special meeting shall be attended by non-
materials, tools and appliances at the Project to secure the            attorney Project representatives of Client/Owner and Trade
payment thereof.                                                        Contractor, who shall attempt in good faith to resolve the Claim
                                                                        and have authority sufficient to do so.
21.5 In the event of termination for Trade Contractor's default,
no rights or remedies of Client/Owner shall thereby be waived,                 22.2.1 If the Project representatives are unable to
nor shall any breach by Trade Contractor of the covenants in            resolve the Claim, a senior management representative from
this Agreement which has occurred and is continuing at the              Client/Owner and Trade Contractor each shall review the
time of such termination be waived, whether or not default has          Claim in detail and then meet face-to-face to discuss and
been declared, but rather, any such termination shall be                resolve the matter. This meeting shall occur no later than
without prejudice to all rights and remedies of Client/Owner            fifteen (15) days after the meeting of the Project
which would otherwise be available.                                     representatives, unless the parties agree upon a longer period
                                                                        of time. The parties shall promptly designate a senior
21.6 Termination for Convenience. Client/Owner reserves                 representative for purposes of this Section. Any party may
the absolute right to terminate this Agreement for convenience,         designate a different senior representative at any time during
without cause, either before Trade Contractor commences                 the course of the Project. This meeting shall be for the
Work, or at any time thereafter, regardless of the percentage           express purposes of:       (i) exchanging and reviewing all
of Work performed by Trade Contractor. Should Client/Owner              pertinent non-privileged documents and information relating to
elect to terminate for convenience, Client/Owner shall provide          the matters and issues in dispute, (ii) freely and candidly
seven (7) days' written notice to Trade Contractor.                     discussing each party's position, and (iii) reaching agreement
        21.6.1 Upon such termination for convenience, Trade             upon a reasonable, compromised resolution of the Claim.
Contractor shall be entitled to payment only as follows: (i) the        22.3 Non-binding Mediation. If any Claim remains unresolved
direct, actual cost of Trade Contractor's Work completed in             after the meeting of the senior management representatives,
conformity with the Agreement; plus (ii) such other costs               the parties agree to promptly submit the matter to mediation by
actually incurred by Trade Contractor as are permitted by the           an experienced, mutually acceptable mediator. No later than
Contract Documents and approved by Client/Owner; plus                   thirty (30) days prior to the mediation date, the parties shall
(iii) an amount not to exceed ten percent (10%) for Trade               exchange in a cooperative and forthright manner all
Contractor's overhead and profit which directly relates to Trade        documents, data and information relating to the claim,
Contractor's Work, provided that the total of (i) through (iii) may     excepting only those items protected by the attorney/client or
not exceed the Contract Price. There shall be deducted from             other applicable privilege. The parties to the dispute shall
such sums the amount of any payments made to Trade                      attend and meaningfully participate in the mediation. The cost
Contractor prior to the date of the termination of this                 of the mediation shall be borne equally by the parties to the
Agreement. Trade Contractor shall not be entitled to any claim          dispute. Each party's representative at the mediation shall
or claim of lien against Client/Owner for any additional                have full authority to settle the dispute. The mediation shall be
compensation or damages in the event of such termination           
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