Catellus/Assign & Assumption 00ASSIGNMENT AND ASSUMPTION OF CONTRACTS
THIS ASSIGNMENT AND ASSUMPTION OF CONTRACTS (this "Assignment")
is made this 28th day of April, 2000 by and between LA QUINTA REDEVELOPMENT
AGENCY, a public body corporate and politic ("Agency"), and CATELLUS
RESIDENTIAL GROUP, INC., a California corporation ("Catellus").
WIINES-SE IH:
A. Catellus and Agency entered into that certain Amendment to Affordable
Housing Agreement for Single Family Residential and Affordable Housing Agreement
for Senior Apartments, dated as ofi, 2000 ("Agreement"), respecting
certain real property known as the "Project" (as defined in the Agreement).
B. Pursuant to the Agreement, Catellus shall assign to Agency any and all
of Catellus' right, title and interest in and to those certain contracts described on
Exhibit "A" attached hereto and made a part hereof ("Contracts").
NOW, THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows:
1. Catellus hereby assigns, sells, transfers, sets over and delivers unto
Agency all of Catellus' estate, right, title and interest in and to the Contracts, and
Agency hereby accepts such assignment "AS -IS", without any representation or
warranty of any kind from Catellus and without any recourse against Catellus.
2. Agency hereby assumes the performance of all of the terms, covenants
and conditions imposed upon Catellus as landlord under the Contracts accruing or
arising on or after the "Closing" (as defined in the Agreement).
3. Agency hereby agrees to indemnify, protect, defend (with counsel chosen
by Catellus) and hold Catellus harmless from and against any and all liability, loss,
damage or expense (including, without limitation, reasonable attorneys' fees) which
Catellus may incur under the Contracts, and from any and all claims or demands
whatsoever which may be asserted against Catellus by reason of any alleged obligation
or undertaking on its part to perform or discharge any of the terms, covenants or
agreements contained therein, to the extent such claims or demands are attributable
to the period after the Closing.
4. In the event of the bringing of any action or suit by a party hereto against
the other party by reason of any breach of any of the covenants, conditions,
1
agreements, indemnities or provisions on the part of the other party arising out of this
Assignment, then in that event the prevailing party (which for purposes herein, is the
party obtaining substantially the relief sought) shall be entitled to have and recover of
and from the other party all costs and expenses of the action or suit, including
reasonable attorneys' fees.
5. This Assignment may be executed in counterparts, each of which shall
be deemed an original, but all of which, together, shall constitute one and the same
instrument.
6. This Assignment shall be binding upon and inure to the benefit of the
successors, agents, personal representatives, heirs and legatees of the respective
parties hereto.
7. This Assignment shall be governed by, interpreted under, and construed
and enforceable in accordance with, the laws of the State of California.
IN WITNESS WHEREOF, Catellus and Agency have executed and delivered this
Assignment as of the day and year first written above.
"Agency":
LA QUINTA REDEVELOPMENT AGENCY,
a pa�+e-bid corporate��li
Name: THOMAS P. GENOVESE
Title: Executive Director
ATTEST:
17)
JU E reek, Secretary
City of La Quinta Redevelopment Agency
"Catellus":
CATELLUS RESIDENTIAL GROUP, INC.,
a DE
By:
Nan
Titk
2
SUBCONTRACT' AGREEMENT EXHIBIT "A"
lCON'FRACCOIUSUIt('ON7'RACI'OR) ! CONTRACT NO.: CO' :ODE: CONTRACT AMOUNT:
PROJECT' INFORMATION
WELLSITE — SFD S401-0-00525 20-2035 $62,699.25
WELLSI'T'E — RENTAL S401-0-10516 20-2035 $20,899.75
PROJL'•C'1' NAME ("'ro'e "): La Quinta/Mirallures
PROIECI' ADDRESS/I'ROI'ERTY DESCRIPTION (" o s' •' ): 48'h & Jefferson, La Quinta, CA
NAME OF CONTRACTOR ("Contractor"): Catelllus Residentail Construction, Inc.
NAME OF PROJECTOWNER ("Owner"): Catellus Residential Communities, Inc. SUBCONTRACTOR
COPY
NAME OI,'PROJECT' LENDER("Project L.:nder"): Sanwa Bank
ADDRESS: 4041 MacArthur Blv., Suite 100, Newport Beach, CA 92660
SUBCONTRACTOR INFORMATI(
NAME OF SUBCON'INACI'OR ("Subcontractor" ): 1.H. THOMPSON & SONS, INC.
PRIMARY CONTACT PERSON: J.H. THOMPSON & SONS, INC.
MAILING ADDRESS: 79-607 COUNTRY CLUB DRIVE, SUITE 2, BERMUDA DUNES, CA 92201-1128
BUSINESS ADDRESS: SAME AS ABOVE
TEL: (760) 345-6003 FAX.: (760) 345-0525
VICORPORATION [ 1 PARTNERSHIP [ ] PROPRIETORSHIP
IF PARTNERSHIP/PROPRIETORSHIP, NAME(S) OF PARTNERS OR OWNERS:
IF CORPORATION, NAME(S) OF PRINCIPAL OFFICERS: ' U► O u 'i rnt'` J za-
16"'n, P6- w4 icy
TAX I.D. NO. tFl a). I.U. U OR SSN): 33
CALIFORNIA STATE CONTRACTORS LICENSE NO.: H `� ` ltC CITY BUSINESS LICENSE NO.:
WORKER'S COMPENSATION INSURANCE CARRIER: e4.3 P%e"04.�Apj A At-ncw%, i L— Vjj,5
I'OLICYNO.:CJj 6R LA-ij— 1163&
EXPIRATION DATE:
GENERALLIABILITYINS URANCECARRIER: V�'(cj(,�,wr1LCr`$ .4-rt4U-io:5
POLICY NO.: CCy 1 217-'4 b J0 % 1
EXPIRATION DATE: v6/ZLjC U
THIS SUBCONTRACT AGREEMENT (this"Subcontr act") is made and entered into this 1st day of December in the year 1999,
by and between Contractor and Subcontractor.
IND
SEC71ON1:
('ON'I'ItA("I'DO('lIM1:N'I:S
SEVIION25:
INSURANCE'
SI?CI'ION 2:
SUBCONTRACTOR'S INVESTIGATION
SECTION 26:
INDEMNIFICATION
SI?CTION 3:
COMMENCEMENT
SECTION 27:
INDIsP1:ND1?N'I' CON'I'RACI'OR
SI?CI'ION 4:
CONTRACT PRICE
RELATIONSHIP
SE('I'ION 5:
PAYMENTS TO SUBCONTRA(70R
SF.CI'ION 28:
CLEAN-14'
SI?C PION 6:
LIST OF SI1PPLIEItS
SI?(."IION 29:
USE Ole CONTRACI'OR :ti
SECTION 7:
ADDITIONS. ('l[ANC ES AND MODIFICATION'11
F.OUIPMEN'I'
Slllt('ON'1'ItA("1'
SECI'lON 30:
I'I?RM!'1S AND LAWS
SE('I'ION 8:
ADIIERENCE TO PLANS AND SPECIFICATIONS
SF.CI'ION 31:
1'ROI'OSrnON 65
SEVI'ION 9:
EATRAS
sieyrION 32:
ASSIGNMENT
SI?(''1'1ON 10:
'1':\XIsS
SI:CI'ION 33:
LIP: S
SIeCI'ION 11:
TIMING OF WOR
SI-:('I'ION 34:
FINANCIAL STATI IS
SIe('I'ION 12:
INSI1147IONS AND APPROVALS
SECTION 35:
DEATH OF SUBCONTRACI'Olt
SECTION 13:
LINES, GRADES AND MEASUIU MF.NTS
SECTION 36;
rmi.E
SECI'ION l4:
RELATED WORK
SI.CI'ION 37:
RIGHT TO DEMAND BOND
SI?Cl'ION 15:
INTERRUPTION OF WORK/FORCE MA.IEllRE
SECTION 38:
NO DELAY
SleCrION 16:
C'ORRE'(71ON OF DE FECI'S IN MATERIAL OR WORK
SECTION 39:
SAFF:1'Y
SECI'lON 17:
DAMAI:E TO RELATED WORK
SIsC1'ION 40:
DISPUTE RESOLUTION
SECTION 18:
DEFE "I:S AND WORKMANSHIP - INDEMNIFICATION
SEC11ON 41:
LABOR RELATIONS
SIiCI'ION 19:
GIIARAN' IgUWARRANTY
SI?CI'ION42:
MISCELI ANEOi1S
SECTION 20:
TE'RMINATION OF SUISCONTRA(T
EXIIIBIT"A":
CON'I'IZA('I'DO('UMIsN'1'S/
SI?Cl'ION 21:
REMOVAL OF CONDNMNE D WORK
SCOFF. OF WORK
SE(711ON 22:
Dl?1 6:NSIs 01 PATENTS
I.XHII31'r'91":
PAYMENT SCHEDULE)
Sle(7ION 23:
('(1ITIN(' F1'1"1'ING AND PA'1'('IIIN(:: WORK OFO'I'IlERS
CONSTR11C11ON SI?OUENC_ I
SI?('TION 24:
CLAiNIS FOR DELAY Olt DANIM.1,
SCIIEDIGI,E
immiPt"'C":
LISPOFStiPm,wits
-^
l?XIIIItI'1" 1)":
STATEMENT OF INSURANCE
REQUIREMENT
INITIAI,��/_��L
INITIAL 4+`�
INITIAL
J.1I. Tl IOMPSON & SONS, INC.
I'AGV I OF 14)
IT IS MU'YUALLY AGREED between the r s'as follows
I. SUBCONTRACT DOCUMENTS. The "Subcontract
Ducuntents" shall refer to and consist ol'all documents listed on
1?xhibil "A", including this Subcontract, all exhibits, plans, drawings
and specilicalions, and any amendments, change orders or addenda
hereto executed in accordance with the terns hereof, all of which are
hereby incorporated herein by this reference. The Subcontract
Documents describe the work to be performed by Subcontractor under
this Subcontract (the "Work"). The Subcontract Documents are
intended to supplement each other as if the Work was described in all
such documents. The intention of the Subcontract Documents is to
include all labor, material, equipment, appliances and other items
necessary lot- the proper execution and completion ol'the Work.
Subcontractor acknowledges that it has carefully examined and studied
the Subcontract Documents in their entirety and that Subcontractor
fully understands the character ol'the Work to be perfi>nned under the
Subcontract Documents.
2. SUBCONTRACTOR'S INVFSTIGA110N. Subcontractor
acknowledges that Subcontractor has made an independent
investigation ol'the Job Site, the soil conditions at the Job Site and all
other conditions which might affect the progress of the Work, and has
satisfied itself that such conditions will not interfere with
Subcontractor's execution and completion of the Work consistent with
the Subcontract Documents. The "Contract Price" (defined below) as
set forth in the "Payment Schedule" attached hereto as Exhibit "B"
includes payment for all work which may he performed by
Subcontractor in order to complete the Work. Any infirrmation which
Contractor may furnish to Subcontractor about underground conditions
or other job conditions is liar the convenience of Subcontractor only,
and Contractor does not warrant that the conditions are as so indicated.
Subcontractor agrees to perform the Work in a good and workmanlike
manner, and to furnish all labor, materials, supplies, equipment, ser-
vices, machinery, tools and other facilities required for the prompt and
efficient execution ol'the Work in conformance with the Subcontract
Documents, to the full satisfaction and acceptance of Contractor, for
the total Subcontract Price, All materials shall be new unless otherwise
specified by Contactor. Subcontractor shall be obligated to perform
the Work in strict compliance with the Subcontract Documents and all
applicable laws, ordinances and regulations.
3, COMMENCEMEN1. Contractor shall give Subcontractor
three (3) days advance notice of the date upon which Subcontractor is
t) continence the performance of the Work.
4. CONTRACT PRICE. For the strict, full and complete per-
formance ("substantial performance" shall not be sufficient) by
Subcontractor of all of Subcontractor's obligations under file
Subcontract Documents, Contractor shall pay to Subcontractor the
-61titi-act Price" set firth in Exhibit "B". The Contract Price is
intended to include all increases in costs, foreseen and unforeseen,
including, without limilation, taxes, labor, materials, and transportation
costs, all of which are to be borne solely by Subcontractor. All loss or
damage arising Irom any Work perlirnied under this Subcontract
through unforeseen ur unusual conditions, obstructions, diflicuhies or
delays which nenv he encountered in the prosecution of the. Work, or
through the acuun of the cicoa•nis, shall he liorne by Suhcunlraclur.
5. PAYMENTS TO SUBCONTRAM'OR. Su long as
Subcontractor is not in default under this Subcontract, payments will
be made for Work completed at the times and in the amounts set forth
below.
(a) Prowess Payments and Final Payment. Contractor agrees to
make progress payments to Subcontractor for portions of the Work
completed, based upon the applicable pro rasa portion ol'the Contract
Price, less applicable retentions as set forth in the Payment Schedule.
Final payment shall he made (as set forth in the Payment Schedule), so
long as all grounds Iir withholding payments, enumerated under
subparagraph to below, have been satisfied, and satislaclury prooI'll at
all claims, including, without limitation, taxes, growing out of the
Work (and any liens Iclated thereto) have been released.
(b) Rec tests for Paynienl.
(i) I orris. Subcontractor shall prepare and present w Con-
tactor, for Contractor's approval, a statement in form and detail
accepiabic to Contractor showing the amount due fir each
payment period. Fach slatuncla unrst he dale stanoped
"RECHIVED" by Cuntaclor tin or belire the applicable dale
specific) in Ilie Payment Schedule and shall contain the following
information related to each statement:
The current Contract Price including
approved"Authorizations for Extra Work and
Change Orders" (defined below).
The percentage of curnpleliun of the Work.
The applicable retention.
The net amount due for the current period.
(ii) Conditions Precedent. Contractor is not required to
make ;lily payment lu Subcontractor unless Suhconlrachtr shall
previously have provided Contractor with the following: (a) the
Certificates of Insurance required by Paragraph 25 of this
Subcontract; (b) unconditional waiver and releases for the
previous payment executed by all persons who may have
mechanic's lien, stop notice or labor and material bond rights
against the Project, or related to die Work performed or materials
supplied; (cl conditional waiver and releases for the current
payment; and, (d) evidence of payment (as applicable) to all labor
unions and , i trust funds. Within ten (10) Jays of -
Subcontractor's ...c:eipt of Final Payment, Subcontractor shall
provide Contractor with executed unconditional waiver and
releases executed by all persons who may have mechanic's lien,
stop notice or labor and material bond rights against the Project,
or related to the Work performed and material supplied.
(c) Withholding of Payments. Contractor may withhold
payments, in whole or in part, in order to protect Contractor
and/or Owner from loss because of:
I. Defective work not remedied, materials not furnished,
clean-up not performed;
2. Claims tiled or reasonable evidence indicating probable
filing of claims (including claims covered by insurance,
until such claims are accepted by the insurance can-ier);
3. Failure of Subcontractor to make payments properly to
its subcontractors or for labor, materials or equipment,
transportation or shipping costs, (axes, tees, payments
to labor unions and union trust funds or other claims
arising out of the Work;
4. Reasonable doubt that the Work can be completed for
file unpaid balance of the Contract Price;
5. Damage to another subcontractor, or to Contractor;
G. Reasonable indication that the Work will not be
completed on schedule;
7. Unsatisfactory prosecution of file Work by
Subcontractor;
8. Failure to deliver written guarantees or warranties;
9. Failure to obtain the approvals required by any
authority having jurisdiction; or
10. Defaults which have not been cured by Subcontractor.
When the above grounds are removed by Subcontractor, file applicable
amct
ounts withheld (less costs incurred) shall be paid. Conlraor Wray
require that Subcontractor furnish releases in form satisfactory to
Contractor for all claims made under (c) 2 and (c) 3 above, together
with supporting invoices, receipts or other records to substantiate the
amounts owing or paid as Contractor may require.
(d) Subcontractor_Application of Payments. Before application
to any other purpose, any and all funds payable to Subcontractor here-
under are hereby declared to constitute trust funds in the hands of
Subcontractor to be applied first to the payment of (i) claims of
Subcontractor's subcontractors, architects, engineers, surveyors,
laborers and materialmen arising out of the described Work, (ii) claims
for utilities furnished and taxes imposed, and (iii) premiums on surety
bonds, other bonds filed, and insurance accruing during the
construction of the Work.
(e) Subcontractor Receipt of Pavntents. Any payment made
hereunder or advances made by Contractor prior to full completion and
final acceptance of the Work shall not be construed is evidence of
acceptance of any of Subcontractors Work by Cuntraclur or Owner. 11'
construction loan funds are deposited in a joint control account,
Subcontractor agrees to accept payments from such account, and any
payment order given by C onlraclur to Subcunlravlur thereon shall he
deemed payment by Cunlraclur and it release u1 Contractor in the
anwunt of any such order. Contractor shall have die right to make
payments to Subcontractor hereunder by checks payable jointly to
Subcontractor and Subcontractors employees, subcontractors, sup-
pliers, laborers, materialmen or the like.
6. LIST OF SUPPLIERS. Subcontractor shall within let) (10) days
of execution of this Subcontract provide in writing a list of nanies and
addresses of all suppliers who will supply Subcontractor in connection
with the Work. The written list of suppliers shall, upon receipt,
approval and execution by Contractor, be attached to this Subcontract
as Exhibit "C', and shall be made a part hereof. Subcontractor warrants
that the list of suppliers who will supply Subcontractor shall be
Subcontractor's only suppliers related to the Work.
7. ADDITIONS CHANCKS AND MODIFICATION '1'l)
SUBCONTRAM'. The terns and conditions of this Subcontract are
not subject to modification or change, unless such addition,
modification or change is made in writing by a duly authorized
representative of Contractor pursuant to an "Aulhurization for Extra
Work and�Change Order." Any addition, change or modification made
by any other person or persons shall not be binding upon Contractor,
our shall',,Coll(ractur have any responsibility ur liability Iir unau-
thorized a0ditions, changes or modifications lu this Subcontract. All
Authorizations Iir Extra Work and Change Orders shall be made a part
of this Subcontract and subject to all terms and conditions set forth
herein.
8. ADHERENCE TO PLANS AND SPECIFICATIONS.
Subcontractor shall adhere strictly to the plans and specifications for
the Work unless an Authorization for Extra Work and Change Order is
made as provided above. In such case, the terms of said Authorization
for Extra Work and Change Order shall be understood and agreed
upon in writing by Contractor and Subcontractor before
commencement of the revised Work. Additional work or deviation
from the plans and specilicalions perforated without an Aulhorization
for Extra Work and Change Order will not receive reimbursement.
Disputed Work indicated or necessary to complete the Project shall be
promptly performed its ordered by Contractor and file proper cost or
credit breakdowns therefore shall be submitted immediately thereafter
to Contractor for consideration. Should the plans vary front the
specifications, then the specifications shall govern. Should there be
any discrepancy between the plans or the specifications, or both, and
any governmental laws or regulations, then those which are more
INITIAL
INITIAL
INITIAL
J.H. TIIOM13SON &. SONS, INC.
PAGE 2 OF 19
'stringent shall govern. Contractor assumes r aponsibility I'or failure
of the plans or the specifications to meet w.,.. governmental laws'or
regulations, and it is conclusively presumed that Subcontractor is
familiar with said governmental laws or regulations, regardless of the
provisions of the plans or specifications. Subcontractor agrees that
should any change be required by any governmental authority, such
change shall be made by Subcontractor without additional charge,
Contractor only agreeing that it will use reasonable efforts to have the
plans and specifications meet with the requirements of governmental
authorities. If any of the Contract Documents provide for a method of
work contrary to any such laws and regulations, Subcontractor shall be
required to notify Contractor in writing prior to the installation of the
Work.
9. EXTRAS. It is agreed that all labor, materials and equipment
furnished by Subcontractor shall be deenned to be included within the
Contract Price even though the labor, materials and equipment are not
Specifically required or demanded in this Subcontract or the plans and
specifications, and that the swine nevertheless shall be deemed to be
included within the scope of labor, materials and equipment properly
and necessarily required f'or the performance of the Work. Contractor,
al any time during the progress of the Project, may order in writing
changes, additions or modifications to the plans and specifications in
accordance with Paragraph 7 hereof, and the sane shall not void this
Subcontract. Unless otherwise requested by Contractor in writing,
Subcontractor, prior to commencement of any such revised Work, shall
submit within seven (7) days to Contractor written copies of Sub-
contractor's cost or credit proposal for such revised Work. Sub-
contractor will support all claims for extras with a detailed breakdown
showing differences in quality, and value of labor and material
involved. The "Construction Sequence Schedule" (as defined in
Section I I below) will remain fixed, unless expressly otherwise agreed
to in an Authorization for Extra Work and Change Order. If the tinnc is
extended and Contractor so notifies Subcontractor in writing, all added
Work performed by Subcontractor on it time and material basis (in lieu
of unit prices or for it negotiated lump suns) shall he performed by
Subconraclor at tiubCUatl'aetor:s actual net cost plus overhead and
profit, with or without a maximum guarantee total cost, at Contractor's
option. Subcontractor's markup for overhead and profit will not
exceed ten percent (10%) (including field supervision, tools and
upuipmeno unless agreed t) by Contractor in advance of the com-
mencement of such revised Work. Unit prices include all costs plus
overhead and profit ol'Subcontractor.
10. TAXFS. The Contract Price includes the payment by Sub-
contractor of any tax under California Sales or Use Tax Law, or any
amendments thereto, or any law now existing, or which may hereafter
be adopted by federal, State and Local or other governmental
authority, which tax services, or labor and material furnished, or any
other tax levied by reason of the Work.
11. 'TIMING OF WORK.
(a) Coordination. Subcontractor agrees to punctually and dili-
gently perform all Awls of Subcontractor's Work at the little scheduled
by Contractor, which shall be subject to change by Contractor as
deemed necessary or convenieu to overall progress of the Project. In
this regard, Subcontractor agrees that Subcontractor will keep itself
continually informed of the progress of the Project and will, upon
Subcontractors own initiative, confer with Contractor so as to plan
Subcontractor's Work in coordinated sequence with the work of
Contractor and of others and so as to be able to expeditiously
underlake and perlbrnt Subcontractor's Work at the little most
benelicial to the entire Project; however, Subcontractor shall not
proceed with any phase of its Work ahead of the time designated by
Contractor unless authorized by Contractor.
(b) Approvals and Order of Installation. Subcontractor shall
prepare and obtain approval as required by the Subcontract Documents
for all shop drawings, details and samples, and do all other things
necessary and incidental to the prosecution of Subcontractor's Work in
conformance with the Construction Sequence Schedule. Contractor
shall have control of the Job Site and shall have the right to decide the
time or order in which the various portions of the Work shall be
installed or the priority of the work of other subcontractors, and in
general, all matters respecting the timely and orderly conduct of the
work of subcontractors on the Job Site. If the Project or the Work is
divided into parts, Subcontractor will perform several or all parts
simultaneously, if required by Contractor.
(c) Overtime. II Subcontractor is not in default in any of the
provisions herein, and in order to expedite the final completion of the
Project or special work thereon, Contractor directs Subcontractor to
work overtime, it is agreed that Subcontractor shall work overtime, and
it is understood that Contractor shall only pay, with respect to said
overtime, the actual extra cost over the rate for regular time. Time slips
covering said overtime must be checked and approved daily by
Contractor% authorized agent. No overhead or profit is to be charged
by Subcontractor for said overtime.
(d) Subcontractor Delays. 11' Subcontractor is behind in the
Work, fails or refuses to supply sufficient workers or deliver Materials
or equipment on schedule, and delays progress of the Work; or if the
different parts thereof are not commenced, performed, finished and
delivered on time, then in addition to any other remedies of Contractor
as provided herein, Contractor shall have the right to direct
Subcontractor to furnish additional labor and expedite deliveries of
material and equipment at Subcontractor's cost and expense. If such
additional labor is not available, Contractor has the right to require
Subcontractor at Subcontractor's cost, to work overtintc or additional
shifts (and/or weekends and holidays) and/or to employ additional
subcontractors to s in extent as will he sufficient to speed up and
complete the Work schedule. Should Contractor's work schedule
be changed, Subcontractor will proceed in strict accordance with
Contractor's directions.
12. INSPECTIONS AND APPROVALS. The Work shall be
subject to inspection and approval by Contractor and all applicable
governmental authorities. Subcontractor shall be required to furnish,
for the approval of Contractor and all applicable governmental
authorities such samples, shop drawings and patterns, as may be
required for the Work, and all Work shall be in accordance therewith.
Subcontractor shall provide sufficient, safe and proper facilities•t15'ring
the progress of the Work for inspections by Contractor afir all
applicable governmental authorities in the field, at shops or at any
place where materials required hereunder are in course of preparation,
manufacture, treatment or storage. Contractor shall be afforded access
to Subcontractor's records, books, correspondence, instructions,
drawings, receipts, vouchers, nnenwranda and similar data relating to
this Subcontract, and Subcontractor shall preserve all such records fir
it period of lima (4) years, or for such longer period as may be required
by law, utter the Final Payment Date.
13. LINES, GRADES AND MEASUREMENTS. Subcontractor
assumes full responsibility for the accuracy of all lines, grades, levels
and measurements and their relation to bench marks, property lines,
reference lines and the work of Contractor or other subcontractors. In
all cases where dimensions are governed by conditions already
established, the responsibility for correct knowledge of the conditions
shall rest entirely on Subcontractor. No variation from specified lines
or grades or dimensions shall be made except on written authority of
Contractor. All work shall be made to conform to actual, final
conditions as they develop in the course of construction.
14. RELATED WORK. By commencing Work, Subcontractor
acknowledges that all related, adjacent or dependent work, services,
utilities or materials are acceptable to Subcontractor, and Subconuacatr
waives any and all claims f'or damages or extras with respect to detects
or failure thereof.
15. INTERRUPTION OF WORKFORCE MA.IF,URE. It, as a
result of fire, earthquake, acts of God, war, strikes, picketing, boycott,
lockouts, or other causes or conditions beyond the control of
Contractor, Contractor shall consider it inadvisable to proceed with the
Work, then Subcontractor shall, upon receipt of written notice front
Contractor, immediately discontinue any further Work until such time
as Contractor may deem it advisable to resume the Work.
Subcontractor will resume the Work promptly upon receiving written
notice from Contractor to du so, and Subcontractor shall not be entitled
to any damages or compensation on account of cessation of Work as a
result of any of the causes mentioned above,
16. CORRECTION OF DEFECTS IN MA,rERIAL OR WORK.
All defects in materials used or Work performed shall, upon inspection
and notice from Contractor or a designated City or County inspector,
he immediately corrected by Subcontractor to the satisfaction of
Contractor and the designated inspector, at Subcontractor's expense,
without cost to Contractor.
17. DAMAGE TO RELATED WORK. Should Subcontractor
damage the Work or installations of Contractor or any other
subcontractor, Subcontractor shall promptly pay Contractor or such
subcontractor, as the case may be, all costs incurred in repairing the
damage. Subcontractor shall take all action necessary to insure that its
suppliers do not damage curbs and sidewalks, and Subcontractor shall
be responsible for any such damage.
18. DEFECTS AND WORKMANSHIP -INDEMNIFICATION.
Subcontractor hereby indemnifies, defends and holds Contractor
harmless from any and all liability, claims and damages caused by
detective workmanship or materials, or the delays caused thereby, and
will pay and/or reimburse Contractor for any and all such liability,
claim or damages. Should any dispute arise as to Subcontractor's
workmanship or the quality of materials furnished, the decision of
Contractor reasonably made and arrived at shall be binding. Such
indemnity shall survive the acceptance of Subcontractor's Work by
Contractor and shall be binding upon Subcontractor and its successors
and assigns until any applicable statute of limitations has run.
19. GUARANTEFJWARRANTY. Subcontractor guarantees and
warranties all materials and workmanship of Subcontractor and agrees
to replace at its sole cost and expense and to the satisfaction of
Contractor, any or all materials adjudged detective or improperly
installed, as well as guarantee and warranty same against liability,
losses, or damage for one (1) year front each "Purchase Date" (as
defined herein) unless a longer period is provided for hereinbelow.
The term "Purchase Date," for each residential (or related) unit located
in the Project, shall mean the date on which the purchaser of such unit
occupies the unit. If, however, the period of guarantee or warranty is
stipulated in excess of one (1) year by the Contract Documents,
Subcontractor shall be bound thereby. All guarantees and warranties,
including equipment warranties, will inure to the benclit of Contractor
and Owner, and their successors and assigns.
(a) Additional terms applicable to Rooting. Sheetmetal.
Caulking and/or Waterproofing. Subcontract. Subcontractor agrees to
maintain rooting, waterproofing, gravelstops, tlashings and counter
flashings in watertight condition for the number of years specified ill
the Contract Documents and in any case not less than Iwo (2) years
from the Purchase Date. If the routing or waterproofing leaks,
Subcontractor agrees to make the necessary permanent repairs
immediately to produce a watertight condition and agrees to reimburse
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C.'ontracttar and Owner, and their successors ''assigns, fin' any costs
required to repair water damage to the its, ceilings, fixtures,
furnishings, paintings, decorating, and the like, caused by the leaks.
Subcontractor will remove and replace any work necessary to gain
access lu due roofing or waterproofing membranes being maintained
hereunder.
(b) Additional terms applicable to Plumbing. Healing. Air
Conditioning. Electrical and Process Pitting Subcontracts.
Subcontractor shall be responsible for all damages to building,
furnishings, and all improvements located on the Job Site caused by
leaks in the piping or conduit systems installed hereunder, or due to
leaks where pipes or conduit go through walls or slabs where the joints
;tround such pipes or conduit are to be watertight. Subcontractor shall
repair at Subcontractors expense all damage so caused, and will
reimburse Contractor and Owner, and their successors and assigns, for
any costs required to repair water damage to the walls, ceilings,
fixtures, furnishings, paintings, decorating, or the like, caused by such
leaks.
(c) Additional terms applicable to Glass and Glazing. Curtain or
Window Wall, or Storefront Subcontract. Subcontractor will be
responsible tier all damages to the Project and furnishings, and to all
improvements, caused by leaks through, under or around such work.
Subcontractor will remove and replace any work as required to gain
access to sources of leakage to be corrected hereunder.
(d) Corrections. During Subcontractor's warranty period,
Subcontractor shall respond and correct deficiencies within twenty-
Rxur (24) hours after notification by Contractor. After this twenty-four
(24) hour period, the problem may be corrected by Contractor. All
costs for time and materials plus fifteen percent (15%) overhead thus
incurred by Contractor shall become a debt immediately due and
payable by Subcontraclor, and Subcontractor shall reimburse Con-
tractor for any such costs within fifteen (15) days after written demand
from Contractor to do so. Alternatively, Contractor may back -charge
Subcontractor for the amount owed. Emergencies will be corrected by
Subcontractor immediately. Subcontractor agrees that upon
notification of defects front Contractor, Subcontractor shall proceed
with due diligence, at Subcontractor's expense, to replace any defective
material or perform any labor necessary to correct any defect in the
Work.
20. 'rERMINA'I'ION OF SUI;CON'I'RA(71.
(a) Failurc io Correct Work. Upon notification from Contractor
by telephone and confirmed in writing that (i) an "Event of Default" (as
described below) has occurred, (ii) Subcontractors performance under
(his Subcontract in any respect is unsatisfactory to Contractor, (iii)
Suhcon(ractor has failed to comply filly with the terms of this
Subcontract, or (iv) Subcontractor's Work needs conection or has been
damaged, Subcontractor shall promptly lake all action necessary to
fully comply with the terms of the Contract Documents and the
requirements of C'uu(rac(or. Should Subcontractor tail lu do so within
twenty-four (24) hours after notification by telephone, Contractor shall
have the right to terminate this Subcontract and Subcontractor's rights
11CIVU11(iff. In Ihr went of such Icrntimtliun, Suhcunlraclor hereby
authorizes C'0111:IC101 to perfurm and conglctc the Work, awl in
connection therewith, Contractor may (i) eject Subcontractor; (ii) take
possession of all materials, appliances, tools and equipment already at
the Job Site, as well as all materials in the course of preparation,
wherever located, and all rights under subcontracts of Subcontractor;
and (iii) go into the open market and secure a replacement
Subcontractor or secure materials and employ workers necessary to
complete the Work, all ai Subcontractors expense. Subcontractor shall
not be entitled to receive any furlher payment until completion of the
Project and [licit only after the direct and indirect costs incurred by
Contractor to complete Subcontractor's Work, plus a reasonable al-
lowance for prolit for ('unlrac(or, have been determined. The direct
and indirect costs and the allowances for profit shall apply against the
Con(ract Price, and, if in excess of the balance due Subcontractor, the
aniount of the excess shall be a debt immediately due and owing Isom
Subcontractor u) Contractor. If the balance of (lie Contract Price shall
exceed Contractors direct and indirect costs, plus a reasonable
allowance for profit, as above provided, such excess shall be paid to
Subcontractor within thirty-five (35) days after completion of the
Project.
(b) Force Majcure. Contractor reserves the right to terminate
This Subcomracl in the even( a significant portion of the Project (as
determined by Contractor, in Contractors reasonable discretion) is
destroyed by lire or other catastrophe, or (he Project is stopped by
court order or by a government agency having jurisdiction over the
Project. lu the event of such termination, Subcontractor shall be
entitled only to payment ill (he amount of the actual costs of the Work
actually completed. 'There shall be dLducted troll such sums as
provided in this Paragraph the amount of any payments made to
Subcontractor prior to the date of termination of this Subcontract.
Subcontractor shall not he uifitcd to ally claim. or claim of lien against
C'onlractor liar ally additional compensation or damages in the event of
such termination. This Subcontract shall become null and void and of
no effcct in the event financing for the Project is or becomes
unavailable, or if for any reason beyond Contractors control,
Contractor shall be unable to undertake the Project, or if Owner objects
to Subcontractor.
(c) Cross-Dcl:aull. Contractor and Subcontractor acknowledge
and agree that 0ml ac'tur's Continued conlidence in the ability of Sub-
Conliaclor to pnqu•rly and cxpediliuusly peri6int the Wotk is a
substantial and of;tcrial concern to Contractor. Consequently, in the
event Contractur and Subcontractor enter into or have entered into any
other contracts or ements, ant tubLontractor defaults under this
Subcontract, or an, her contract or agreement between Contractor
and Subcontractor, Contractor may, at its election, terminate this
Subcontract and any or all other contracts or agreements between
Contractor and Subcontractor and, if this Subcontract relates to a
uwlti-phase project, Contractor may elect to reduce the scope of file
Work to be performed by Subcontractor hereunder to the phase then in
progress, in which event the provisions of this Subcontract relating to
subsequent phases shall become null and void, and Contractors
maximum obligation to Subcontractor shall be for payment to
Subcontractor of the amounts which would be paid to Subcontractor in
the event of a termination of this Subcontract as described in
Paragraph 20(b), above. In the event of any such termi-lotion,
Contractor shall have the right to offset against payments due
Subcontractor under this Subcontract and any other contracts or
agreements between Contractor and Subcontractor, such amounts as
may be reasonably necessary to protect Contractor against loss, cost,
damage or liability which Contractor may be reasonably anticipated to
suffer as a result of Subcontractor's default.
(d) Event of Default. The occurrence of any of the following
shall be deemed an "Event of Default":
(i) Failure of Subcontractor to commence the Work on the date
specified by Contractor, or failure of Subcontractor to perform the
Work or any portion thereof in accordance with the provisions of
the Project Schedule.
(ii) Failure of Subcontractor to make timely payments for any
labor, materials, equipment, transportation, shipping, taxes or
fees, or to labor unions and union trust funds.
(iii) Failure of Subcontractor to perform the Work or any portion
thereof in accordance with the Contract Documents or refusal to
or failure of Subcontractor to supply enough properly skilled
workers or proper materials to complete the Work.
(iv) Failure of Subcontractor to abide by and comply with the
terns and provisions contained in the Contract Documents.
(v) Failure of Subcontractor to correct defective or
nonconforming Work as required hereby alter receipt of notice to
do so.
(vi) Failure of Subcontractor to abide by and comply with the
terms and conditions of any other subcontract or agreement
between Contractor and Subcontractor, or the occurrence of any
"event of del'ault" under any such other subcontract or agreement.
(vii) The insolvency or bankruptcy of Subcontractor, a general
assignment by Subcontractor for the hencfit of its creditors, Ilue
allowance by Subcontractor of a receiver to be appointed because
of its insolvency, or Subcontractor is unable to pay
Subcontractor's obligations as they become due.
(viii)'I'lie disregard of any law or ordinance relating to the Work,
the Project or completion thereof specifically including, without
limitation, the provisions of "Proposilimn 65" (defined below) and
other laws relating to the use, storage alnl disposal ill toxic or
hazardous materials, substances or wastes.
(e) Equipment and Supplies. If Subcontractor's rights under the
Contract Documents are terminated by Contractor and Contractor has
elected not to take possession of Subcontractors equipmew and
supplies pursuant to Paragraph 204000 above, Subcontractor shall
promptly, or within ten (10) days alter service of written notice by
Contractor to do so, remove all Subcontractors equipment and supplies
from any property owned or controlled by Contractor. Should
Subcontraclor fail to so remove Subcontractor~ equipment or supplies,
Contractor may remove the same and store them in a safe place at the
sole cost and expense of Subcontractor. Should Subcontractor fail to
pay Contractor the cost and expense of such removal and storage
within seven (7) days after written demand therefore has been provided
to Subcontractor by Contractor, Contractor may sell such equipment
and supplies at public or private sale, and account to Subcontractor for
the net proceeds of such sale, alter deduction of any costs of storage or
sale of such equipment and supplies.
(1) Liability for lasses. Should Subcontractor default in the
proper performance of Subcontractor's Work, thereby causing delay to
the Project, Subcontractor shall be liable for any and all losses and
damages to or incurred by Contractor including, without limitation, any
liquidated damages agreed upon by Contractor and Subcontractor.
Subcontractor shall be liable under this Paragraph even though such
default is caused by strikes, lockouts, acts of God, or other reasons
beyond the control of Subcontractor, unless Subcontractor gives
written notice of the delay to Contractor within forty-eight (48) hours
following the start of the alleged occurrence.
21. REMOVAL OF CONDEMNED WORK. Subcontractor Shall,
within twenty-four (24) hours after delivery of written notice, proceed
with due diligence to remove from the Site all materials condemned by
Contractor or any applicable governmental authority, and shall take
down all portions of the Work which Contractor or any applicable
governmental authority has condemned as unsound or improper, or
which in any way fail to confonn to the Contract Documents, and shall
make good all work in other trades damaged by such removal. In the
event ilia( all or any portion of the Work so condemned shall be of
such a nature, or the time available to complete Ilse whole Work shall
be so limited, (ha in (he judgment of C'onliactor it will nut he
expedient to order the same replaced or corrected, Contractor, at its
option, may deduct from the payments due or to become due to
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Subcontractor un :unount that shall repres( he difference between
the fair and reasonable value of the Work st. ndernned and its value
had the Work been executed in conformity with the Contract
Documents.
indemnity is inten, 'o apply dui#ig the period of this Subcontract
and until such time _ Action on account of any matter covered by such
indemnity is barred by the applicable statute of limitations.
22. DEFENSE OF PATENTS. Subcontractor shall defend all suits
or claims for infringement of palent rights that may be brought against
Contractor, Owner or the Project architect arising out of the Work, and
shall hold Contractor, Owner and the Project architect harmless from
loss on account thereof, except that Subcontractor shall not be
responsible for Such loss when a particular process or product of a
particular manufacturer or manufacturers is specified by Contractor,
Owner or the Project architect, provided Subcontractor is unaware of
the h4ringen►enl.
23. CUYFING F1'1`I7NG AND PATCHING; WORK OF
arliF.RS. Subconlraclor shall, as part of the Contract Price, du all
cutting, lilting, and patching of its Work (flat may be required to make
Subcontractor's several parts come together properly, and to lit such
pails to receive or be received by the work of other agents or
subcontractors, shown upon or reasonably implied by the Contract
Documents. Subcontractor agrees to protect the work of others from
damage as a result of Subcontractors operations. Should
Subcontractor cause damage to the work of any other subcontractor on
the Project, Subcontractor agrees, upon due notice, to compensate such
subcontractor to the extent of the damage. and the cost of repairing the
damage shall be paid by Subcontractor.
24. CLAIMS FOR DELAY Olt DAMAGE. Subcontractor ex-
pressly waives any and all rights to make claims or to be entitled to
receive any compensation or damages for failure of Contractor or other
subcontractors t► have related portions of the project completed in lime
for the Work of Subcontractor to proceed. Contractor shall not be
liable to Subcontractor lbr losses or damages resulting from strikes,
lockouts, acts of Cud, or other reasons beyond the control of
Contractor, or firr Contractor's• delay, or for modification or extension
of flue Cons(ruc(iun Sequence Schedule made at the sole discretion of
Contractor, or for losses or damages resulting from all Aulhurizatiun
for Extra Work and Change Order issued by Contractor or Owner, or
liar delays caused by other subcontractors, or for delays caused by any
del'ccfive or improper work performed by any other subcontractor.
25. INSURANCE,.
(a) Cetificales. Before Subcontractor commences oily work al
ur prepares or delivers material to the Job Site, Subcontractor shall
provide Contractor with both Certificates of Insurance and additional
insured endorsements evidencing coverage and all specilicatiuns as set
forth on the attached Statement of Insurance Requirements attached as
Exhibit "D", and incorporated herein.
(b) Failure u► Obtain. Should Subcontractor frail to obtain the
insurance coverage required under the Contract Documents,
ur should Subcontractor fail to lintely renew the insurance
coverage required under the Contract Documents, Contractor
shall have the right, at Contractor's election, without
obligalion, (i) (o obtain such coverage on Subcontractors
behalf, ca Subcontractor's expense, from any insurance car-
rier selected by Contractor in Contractor's• sole discretion; or
(ii) to lerminate this Subcontract as provided in
Paragraph 20, above. Contractor shall have the right to
offset the costs of premiums for such insurance against any
sums payable to Subcontractor under this Subcontract.
(c) Wrap -Up -Coverage "Owner has the right at any lime to
obtain and maintain project "wrap-up insurance" at Owner's
sole discretion, covering Owner, the Contractor and its
subcontractors, in substitution lift lily or all coverages
required nr maintained by Contractor and its
Sit bcontrac(or(s), at Owner's expense. To the extent
insurance coverages are provided under a "wrap-up" policy,
Owner shall deduct from the contract sum the cost of such
insurance as shown on Contractor's original budget
proposal".
26. INDEMNIFICATION. All work performed by Subcontractor
related to this Subcontract, and all work performed by Subcontractor
related to Subcontractor providing, preparing or delivering materials.
equipment or su vices w or for the Project, shall be at the sole risk of
Subconlractor. Subcontractor shall, to the fullest extent permitted by
law, with respect a► all such work which is covered by or incidental to
this Subcontract, defend through legal counsel acceptable to Contractor
and Owner, and indemnify and hold harmless Project Lender, Con-
tractor and Owner, and any other interested party designated by
Contractor or Owner, and their agents, employees and representatives
(collectively, "Indenmitees") from and against any claim, liability, loss,
damage, cost, expense (including attorneys' fees), awards, tines or
judgments arising by reason of the death or personal injury to persons,
or injury or damage to the Job Site properly (including, without
limitation, (he loss of use therefrom), whether or not caused in part by
an Indemnitee; provided, however, that Subcontractor shall not be
obligated under this Subcontract to indemnify the Indenutitees with
respect to damages which are ultimately determined t► be due to the
sole negligence or willful misconduct of the Indemnitees. In any and
all claims against the IndenuliIces by any employee of Subcontractor,
any subcontractor of Subcontractor, anyone directly or indirectly
employed by :lily ill then►, or anyone for whose acts any of Ihe►n may
be liable, the indemnification obligation under this paragraph shall not
be limited by any limilation on the amount or type of damages,
compensation or benctils payable under lily workers compensation
acts, disability benefit acts, or other employee benefit acts. Said
27. INDEPENDENT CONTRACTOR RELATIONSHIP. The
relationship of Subcontractor to Contractor during the term of this
Subcontract shall be that of an independent agent. Subcontractor shall
remain and maintain said independent contractor relationship, and
Subcontractor shall at no time be considered an employee of
Contractor. Subcontractor, during the progress of the Work shall
furnish skilled labor, adequate and suitable materials and a qualified
superintendent or foreman to act as the representative of Subcunlractor
on the Job Site, who is authorized to receive orders, to make decisions
regarding the Work, and be responsible for the total scope of Work
included in this Subcontract. Such superintendent or lorentan shall at
all times be satisfactory to Contractor and shall not be changed without
the written consent of Contractor, If such superintendent or foreman is
unsatisfactory to Contractor, Subcontractor shall promptly replace
same.
28. CLEAN-UP. At all times during the course of construction,
Subcontractor shall perform the Work so as to maintain the Job Site in
•t clean, safe and orderly condition. Upon completion of the Work,
Subcontractor shall remove from the Job Site all temporary structures,
debris and waste incident to Subcontractor's operations, and shall clean
all surfaces, fixtures, equipment, and the like relative to the
performance of the Work. Contractor may order Subcontractor to
clean up areas at any time Contractor deems such action necessary. If
Subcontractor fails to perform a clean up function within two (2) days
after notification from Contractor to do so, Contractor may proceed
with that function as Contractor deems necessary and in the manner
Contractor deems expedient, and the cost thereof shall be charged to
Subcontractor and deducted from monies due under this Subcontract.
In the event Contractor is unable to determine which subcontractor is
responsible for the clean up of any debris, Contractor may apportion
the cost of such clean up in such manner as Contractor may determine
to be equitable.
29. USE OF CONTRACTOR'S EQUIPMENT. The use of any of
Conlraclor's equipment, rigging, blocking, hoist or scaffolding by
Subconlractor, given, loaned or rented to Subcontractor by Contractor,
shall be upon the understanding that Subconlraclor uses the equipment,
rigging, blocking, hoist or scaffolding at Subcontractor's own risk and
takes the same "us is", and Subcontractor assumes all responsibility for
and agrees to hold Contractor and Owner harmless from any claims or
damages whatsoever resulting from the use thereof', whether such
damage results to Subcontractor, Subcontractor's own employees or
properties, or to other persons or the employees or property of other
persons. Nothing herein contained shall be deemed to permit any such
use by Subcontractor without the prior written consent of Contractor.
30. PF,RMITS AND LAWS. Except as otherwise instructed by
Contractor, Subcontractor shall promptly obtain, at Subcontractor's
expense, and before commencing the Work, all permits and licenses
required for the Work. Subcontractor shall comply, at Subcontractor's
expense, with all laws, ordinances, rules, regulations, orders and
requirements of the City, County, Slate and Federal government, any
Board ur Commission, or lily other duly qualified body, having jur-
isdiction over the Project, which shall or might aflcct or apply to the
Work, and Subcontractor shall exhibit each such permit or license to
Contractor or Owner upon their request. Subcontractor shall be
responsible for requesting and obtaining all necessary inspections and
approvals of Subcontractor's Work required by Contractor and
applicable governmental agencies. Subcontractor hereby certifies that
Subcontractor is in full compliance with the provisions of the
Immigration Reform and Control Act of 1986 in the hiring of its
employees, has instituted procedures for compliance wish laws relating
to toxic or hazardous wastes, subsutr►ces or materials (including,
without limitation Proposition 65, and Federal and State Hazard
Communication Standard and "Right to Know" laws) and
Subcontractor agrees to indemnity, hold harmless and defend
Contractor against any and all claims, liabilities, losses, costs, damages
and expenses (including, without limitation, attorneys tees and costs)
arising out of Subcontractor's failure to comply with any such laws. It
is hereby understood that Contractor is entering into [his Subcontract
based on (he representation that Subcontractor is licensed under the
laws of the State of California to perform the Work, and Contractor
would not enter into the Subcontract if this representation was false.
31. PROPOSITION 65. Subcontractor shall strictly comply with the
Sale Drinking Water and Toxic Enforcement Act of 1986
("Proposition 65") whether or not Subcontractor itself is independently
subject to the provisions thereof Subcontractor shall immediately
notify Contractor if Subcontractor, or any of Subcontractor's
employees, agents, subcontractors, or suppliers, (collectively,
"Subcontractor's Affiliates") brings a chemical within the Project which
has been listed on the governors list pursuant to Proposition 65 or
otherwise defined under Federal, Stale, or Local Laws, ordinances or
regulations as a "toxic" or "hazardous" material, waste or substance
("Listed Chemical"). Subcontractor shall, in addition, provide
Contractor with copies of all warning labels and Material Safety Data
Sheets on products Subcontractor and/or Subcontractor's affiliates are
using. Subcontractor shall immediately notify Contractor of any spill,
release or discharge of any Listed Chemical caused by or brought to
the attention of Subcontractor or any of Subcontractor's Affiliates.
Subcontractor shall immediately take all reasonable and necessary
actions to prevent the further spread of any spill, release or discharge of
a Listed Chemical which is brought to the attention of Subcontractor.
As to any spill, release or discharge of a Listed Chemical which is
caused by Subcontractor or Subcontractor's Affiliates, whether caused
intentionally, negligently or accidentally. Subcontractor shall, at
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Subcontractor's sole cost and expense, take tediale action to clean
up said spill, release or discharge in full come. .nce with all applicable
laws and regulations, in addition to any directions from Contractor.
All work, labor, services or materials necessary to comply with this
Section will be furnished by Subcontractor as part of the Work without
any additional compensation. Neither Subcontractor nor any of
Subcontractor's Alliliales shall clean or service tiny tools, equipment,
vehicles or materials with :illy Listed Chenliculs, and lily unused paint,
adhesives or other construction materials shall be collected and
gathered up by Subcontractor and removed from the Project and
disposed of in accordance with all applicable laws and regulations.
Subcontractor agrees to indemnify, defend and hold Contractor and
Owner free and harmless from and against all liability, loss, claims, de-
i ands, damages, expense and cost, including, without limitation,
attorneys' lees, of every kind or nature arising out of ally failure of
Subcontractor or Subcontractor's Affiliates to perform and observe the
requirements of all or lily part orally law, regulation, rule, contractual
obligation or the like arising out of or in connection with
Subcontractor's performance of Work hereunder, except such loss or
damage which is caused solely by the negligence of Contractor.
32. ASSIGNMENT. (a) Subcontractor shall neither assign nor
subcontract the whole or any portion of this Subcontract or the
payments hereunder without first obtaining in each and every instance
consent in writing from Contractor which consent may be given or
withheld in Contractor's sole discretion, and then only subject to, and
upon lice saute terms and conditions of, the provisions of this
Subcontract. Any permission granted by Contractor shall not be
deemed permission to any subsequent assignment. Any assignment by
Subcontractor made without the consent of Contractor as herein
provided shall he null and void and shall, at the option of Contractor,
be grounds Ire termination of this Subcontract, and Contractor shall
have the right to elect to proceed in accordance with the provisions
Paragraph 20(a) of this Subcontract. Any such subcontract shall
contain all the provisions of this Subcontract and shall require the
subcontractor thereunder to be directly liable to Contractor and Owner
in all respect as herein required of Subcontractor. Any assignments of
this Subcontract or assignment of payments permitted by Contractor
shall be submitted to Contractor for Contractor's prior written approval
and shall not be binding upon Contractor until so approved. No
assignment shall relieve Subcontractor from Subcontractor's duties,
obligations and liabilities hereunder, unless specifically relieved in
writing by Contractor. (b) "Subcontractor hereby acknowledges and
agrees that an affiliate ill' Owner, Catellus Residential Design Center,
Inc.. dba Homeworks Design Studio ("tit)nteworks"), may be
engaged to coordinate the sale and construction of various options
and upgrades by the final purchasers of the residential housing units
to be constructed at the Project (the " Construction of Upgrades and
Ontions"). Subconstractor hereby further acknowledges and agrees
that Contractor may, at any time and from time to time, in its sole
and absolute discretion, assign this Subcontract, in whole or in part,
Iu I lon►eworks, with respect to the portions ol' the Work relating to
the Construction of Upgrades and Options. In such event, Contractor
shall have no further obligation to Subcontractor under this
Subcontractor with respect to the portions of this Subcontract
relating to the performance of such Work which is assigned to
Homeworks, including, without limitation, the payment of the
portion of the Contract Price attributable to such Work, all such
obligations being assumed by Homeworks. Furthermore, the parties
hereto hereby acknowledge and agree that the Construction of
Upgrades and Options may require modifications to the scope of the
Work, which, it' not already provided for in Exhibit "A" attached
hereto, shall require a change in the scope of the Work in accordance
with the termts of Paragraph 7 hereof. "
33. LIENS. Subcontractor shall pay when due all claims for labor or
material incurred by it in the performance of this Subcontract. 11' any
liens (mechanics' or naterialmeti s), attachments, garnishments or suits
afTecting title to real property are filed against the Project, or any
portion thereof, in connection with claims for labor or material
incurred by Subcontractor in the performance of this Subcontract.
Subcontractor shall, within ten (10) days alter written demand by Con-
tractor, cause file effect of such lien, attachment or suit to be removed
front the Project, or any portion thereof, and Subcontractor shall
defend, indemnify and hold Contractor and Owner harmless against
any liabilities and clain►s made in connection therewith, including,
without limitation any costs and expenses for attorneys fees, bond
premiums and all incidental and consequential damages resulting
therefrom. In the event Subcontractor shall fail to promptly cause the
elfect of any such lien, attachment or suit to be so removed, Contractor
is hereby authorized to use whatever means Contractor may deem best
to cause the lien, attachment or suit, together with its effect upon the
title, to be removed, discharged, satisfied, compromised or dismissed,
and the cost thereof' including attorney's fees incurred by Contractor,
shall become immediately due from Subcontractor to Contractor.
Subcontractor may contest any such lien, attachn►ent or suit, provided
Subcontractor causes the eflect thereof to be removed front the Project
or any part thereof. Should Subcontractor fail to make any payments
required under this Paragraph, Contractor may make such payments on
tehadrof Subcontractor, and Subcontractor shall reimburse Contractor
fir the amount actually paid on demand.
34. FINANCIAL STATUS. Subcontractor hereby authorizes all
financial institutions, n►aterialmen and individuals to disclose to
Contractor Subco, or's I'manciat status, credit and manner of
meeting obligations. ..nould Subcontractor fail for any reason to make
available any financial statements as herein above required, Contractor
may, at Contractors option, terminate this Subcontract.
35. DEATH OF SUBCONTRMA'Olt. It' Subcontractor is it sole
proprielor, his/her death shall automatically terminate (his Subcontract.
36. TITLE.. Title to all work completed and in the course of
construction, and all materials on the Job Site shall, as between
Subcontractor and Contractor, be held by Contractor.
37. RIGHT TO DEMAND BOND. Contractor. has the rightiat its
expense and w any time, to require Subcontractor to furnish Contactor
with a Performance bond and/or a Labor and Material Bond executed
by a surety company satisfactory to Contractor, and which guarantees
performance of this Subcontract by Subcontractor and payment of all
mechanics' lien claims which may arise out of such performance.
Contractor will pay the premium of any such bond, and if
Subcontractor is unable to deliver the bond within ten (10) days alter
notice to do so from Contractor, Contractor has the right to terminate
this Subcontract, pay Subcontractor the reasonable value of Work then
accomplished on the Job Site by Subcontractor (not to exceed a pro-
rata share of the Contract Price based upon the percentage of
completion of Subcontractors Work), and at Contractor's option at
have the Project finished by others.
38. NO DELAY. Notwithstanding the fact that a dispute,
controversy or question shall have arisen in (a) the interpretation of any
provision of the Contract Documents, (b) the performance of any
Work, (c) the delivery of any material, (d) the payment of any monies
to Subcontractor, or otherwise, Subcontractor agrees that
Subcontractor will not directly or indirectly stop or delay any Work
required to be performed, or stop or delay the delivery of any materials
required to be I'umished hereunder, pending the determination of such
dispute or controversy, regardless of whether such controversy, dispute
or question is subject to arbitration, litigation or judicial reference.
39. SAFETY. Subcontractor shall at Subcontractor's own cost and
expense protect Subcontractor's own employees, employees of
Contractor, and all other persons from risk of death or bodily harm
arising out of or in any way connected with the Work, and
Subcontractor shall strictly comply with all safely orders, rules,
regulations and requirements of all federal, state and local government
agencies exercising safety jurisdiction over the Work including,
without limitation, applicable OSHA regulations. Subcontractor shall
indemnify, defend and hold Contractor and Owner harmless from any
liability, loss, cost, damage or expense, including, without limitation,
attorney's fees, which Contractor or Owner may suffer or incur as a
result ill' any cause of action, proceeding, citation or work stoppage
arising out of or in any way connected with am alleged violation by
Subcontractor of any such safety order, rule, regulation or requirement,
whether such violation is ultimately proved or not.
(a) Subcontractor, by execution hereof', verifies that all
personnel assigned to perform work under this contract have
completed safety training specifically required by slate/fedclal
OSHA and will be qualified by training and/or experience to
complete (lie assigned work. All necessary personal protective
equipment deemed appropriate for the work assignment will be
provided to all personnel who will be instructed in the property
selection, care and use of such safety devices and safe guards.
Material Safely Data Sheets (MSDS) related to products which may
be used on this project will be provided to contractor and any
personnel who may be required or permitted to use such products
will have been made aware of the risks associated with such
materials and the safety precautions necessary to protect people,
properly and the environment. As the "controlling employer" with
regard to file safety of his own employees, Subcontractor shall have
a designated "Responsible, Authorized Person for Safety" on the job
site at all times that Subcontractor's personnel are working on the
project, Subcontractor will identify and arrange for additional safety
training as the need arises, will perform continuous hazard
recognition for unsafe work practices and/or unsafe work conditions
and will abate same, and will eliminate all unacceptable risks
howsoever created. It is a condition ill' this contract that
Subcontractor have an effective safety and health program that meets
or exceeds OSHA requirements. It is Subcontractor's responsibility
to report any safely or health hazards or potential hazards before
commencing any activity which poses any hazards to any person,
property or the environment.
40. DISPUTE RESOLUTION. At the sole election of Contractor,
any controversy arising out of this Subcontract shalt be heard by a
referee pursuant to the provisions of the California Code of Civil
Procedure Section 638, et seq. The parties shall agree upon a single
referee who shall then try all issues, whether of fact or law, and report :►
finding and judgment thereon. If the parties are unable to agree upon a
referee, either party may seek to have one appointed, pursuant to the
California Code of Civil Procedure Section 640. The cost of such
proceeding shall initially be bome equally by the parties. However, file
prevailing party in such proceeding shall be entitled, in addition to all
other costs, to recover its contribution for the cost of the referee as an
item of damage and/or recoverable costs.
41. LABOR RELATIONS. Subcontractor agrees that at all tines
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during the performance of the Work ler this Subcontract,
Subcontractor shall maintain labor relation- policies satisfactory to
Contractor, which policies may be established in Contractors sole
discretion. Subcontractor agrees that if the status of Subcontractor's
labor relations change from the manner in which they existed as of the
date of this Subcontract, Subcontractor shall immediately notify
Conlractor. Contractor may terminate this Subcontract immediately
upon any change in the labor relations policies maintained by Subcon-
tractor, and in the event of such termination, Contractor's sole
obligation to Subcontractor shall be for payment Io Subcontractor of
the amounts which would be paid to Subcontractor in the event of a
termination of this Subcontract as a result of destruction, as described
in Paragraph 20(b), above. Subcontractor recognizes that in the
performance of the Work, Subcontractor will be required to work side
by side with other subcontractors on the Job Site, who may or may not
be signatory to collective bargaining agreements with labor
organizations. Cuntractor reserves the right to establish a "two gale"
system (union trades and non -union trades) at any time during the
course of construction on the Job Site. In the event a two gate system
is established, it shall be the apirrnative obligation of Subcontractor as
a material consideration of this Subcontract to ensure that its
employees and suppliers use only the gate or entry way designated by
Contractor. Subcontractor agrees to cooperate fully with Contractor
and Contractors representatives and attorneys with respect to any labor
dispute ilia( should arise on the Job Site, including, without limitation,
giving testimony and evidence to an agent or judge of (lie National
Labor Relations Board. Subcontractor shall not be relieved of
Subcontractor's obligations to supply sufficient, properly skilled
workers to perlbrnt the Work without delay or interruption as a result
of any labor dispute or grievance, whether between Subcontractor and
its employees, or between any other employers and employees on the
Project. Subcontractor represents and warrants that Subcontractor is
not delinquent in making payments or reports to any union fringe
benefit trust fund and that Subcontractor does not appear on any
delinquency list published by any union fringe benefit trust fund. In
the event Subcon(rac(ur becomes delinquent in such payment, or ap-
pears on any such delinquency list, such event shall be deemed to be a
material default under this Subcontract, thereby entitling Contractor to
exercise any rights and remedies available to it under this Subcontract.
Subcontraclor agrees to defend, indemnify and hold Owner and
Contractor harmless (runt claims, demands and liability liar union
fringe benefit trust fund obligations arising out of Subcontractors
Work on the Project.
42. MISCELLANFOUS.
(a) Ri ghhis: Cum ulalive. All rights, options and remedies of
Conlractor contained in this Subcon(racl shall be construed and held to
he cumulative, aid nu one of them shall be exclusive of the other, and
Comractor shall have the right to pursue any one of all of such
remedies or any other remedy or relief which may be provided by law,
whether or not staled in this Subcontract.
(b) Waiver. No express waiver by Contractor of a breach of any
of the terns, covenants or conditions of this Subcontract by
Subcontractor shall be construed or held to be a waiver of ,lily
succeeding or preceding breach of (he same or any other term,
covenant or Condition herein contained. No waiver of :lily default of
Subcontractor hereunder shall be implied from any omission by
Contractor to take any action on account ol'such default, even if such
defaull persists or is repeated, and no express waiver shall waive or
affect a default other than as specified in said waiver. The consent or
approval by Contractor to or of any act by Subcontractor requiring
Contractor's Consent or approval shall not be deemed to waive or
render unnecessary Contractor's consent or approval to or of any
subsequent similar act by Subcontractor.
(c) 'fine of Essence. Time is of the essence in (his Subcontract.
(d) Attorneys' Fees. In the event either Contractor or
Subcontractor brings :Ili action or proceeding, by wary of complaint,
cross -complaint, counterclaim or otherwise, or institutes an arbitration
or judicial referee proceeding hereunder against the other party, or
against the surety of such party, in connection with any dispute or
matter arising under this Subcontract, the party which prevails in such
action, proceeding or arbitration shall be entitled to recover from the
other its attorneys' fees in reasonable amount, which shall be
determined by (he court, arbitrator or referee and included in the
judgment in such action or proceeding or in the arbitrators or referee's
award. Should Contractor intend to engage legal counsel to pursue any
claim or demand which could result in recovery for Subcontractor,
Contractor, may notify Subcontractor thereof. After such notice, Sub-
contractor shall have the following options: (i) engage Subcontractor's
own legal counsel at Subcontractor's expense to represent
Subcontractor's interest either in conjunction with or separate from
Contractor; or 00 share in Contractor's expenses, including attorneys'
fees, and share in any recovery, both upon an agreed basis. Should
Subcontractor fail to notify Contractor of Subcontractor's exercise of
either of the above options, Contractor shall have no obligation to
pursue any claim or demand on behalf of Subcontractor.
(e) Binding Effect. Each and all of the covenants and
conditions of this Subcontract shall insure to the benefit and shall be
binding upon the successors in interest of Contractor and subject to the
restrictions upon assignment herein, the successors and assigns of
Subcontractor.
(f) Severability. In the event any of the provisions of this
Subcontract shall be held to be invalid and unenforceable, the remain-
ing provisions shall be valid and binding upon the patties.
I
(g) Entire _ ;meet. This Subcontract contains the entire
agreement between ,ne parties respecting the subject matter of this
Subcontract and supersedes all prior understandings and agreements,
whether oral or in writing, between the parties respecting the subject
matter of this Subcontract.
(h) Notices. Notices, requests and other communications
hereunder shall be effective when received, but if sent by registered or
certified mail, postage prepaid, shall be deemed effective and received
two (2) business days alter being deposited in the United Slates maul.
Notices hereunder and all correspondence in connection herewith
should be addressed to the parties at the locations set forth hertz The
parties hereto may change their addresses by loving written notice
thereof to one another.
(i) Amendment. This Subcontract may not be amended except
by a written document referencing this Subcontract and signed by the
parties hereto.
0) lid . Headings in this Subcontract are inserted for
convenience only and shall not affect the meaning or interpretation of
this Subcontract or any provision hereof.
(k) California Law. This Subcontract shall be construed in
accordance with and governed by the laws of the State of California.
(1) Owner. Owner shall be deemed a third party beneficiary of
this Subcontract, and all terms of this Subcontract shall benefit Owner
as if Owner was a party to this Subcontract.
(m) Controlling Document. In the event of any conflict between
the terns of this Subcontract and the teens of any other agreement or
document (including, without 1imitation, the attachments hereto and
the other Contract Documents) relating to the subject matter hereof, the
terms of this Subcontract shall control and prevail unless the
conflicting agreement or document is signed by the parties hereto and
expressly (by reference) modifies or amends a specified term of this
Subcontract.
(it) Confidentiality. This Subcontract and all related
information, discussion, working papers, memoranda, drafts and final
reports, and related materials are strictly confidential and shall not be
used or discussed by Subcontractor in any manner outside of
Contractor's presence without Contractor's prior approval. However,
discussions between Subcontractor and Subcontractor's employees
about the Work shall not be a breach of this provision.
(o) Year 20M Compliance. Subcontractor hereby represents
and warrants that all time sensitive automated controllers and lime
clocks used in the performance of the Work, including, without
limitation: elevators; irrigation time clocks; entry card -reader systems;
fire alarms; life safety systems; and HVAC controllers shall be "Y2K
compliant," ilia( is they shall not be affected by the change of awry date
in any month or year, including without limitation, the turn of the
century. Prior to installation of any automated control system as
herein delined, Subcontractor shall submit to Contractor written
certification from the Original Equipment Manufacturer of such
equipment evidencing such compliance. Further, Subcontractor shall
include the following provision in every sub -subcontract of the Work
performed by an sub -subcontractor: "Sub -Subcontractor hereby
represents and warrants that all time sensitive automated controllers
and time clucks in use in the performance of the Work, including,
without limitation: elevators; irrigation time clocks; entry card -reader
systems; lire alarms; fire life safety systems; and HVAC controllers
shall be "Y2K compliant," that is they shall not be affected by the
change of any date in any month or year, including, without limitation,
the turn of the century. Prior to the installation of any automated
control systems as herein described, Sub -subcontractor shall submit to
Subcontractor written certification from the Original Equipment
Manufacturer of such equipment, evidencing such compliance.
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IN WITNESS WHEREOF, this Subcontract stall be effective as of the
date and year first referenced above.
"CONTRACTOR":
CATELLUS RESIDENTIAL CONSTRUCTION, INC.
as Agent for CATEI LpS RESjJ>ENTIAL COMMUNITIES, INC.
By: -
pul
By:
V.P
By: —�
Address: 5 Park Plaza. Suitc 4W
Phone: (714)251-61(N)
Fax: (714) 251-H837
l/ll/ob
"SUBCONTRACTOR": J.H. THOMPSON & SONS, INC.
gg
CONTRACTORS ARE REQUIRED BY LAW TO BE LICENSED
AND REGULATED BY THE CONTRACTORS' STATE LICENSE
BOARD. ANY QUESTIONS CONCERNING A CONTRACTOR
MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS'
STATE LICENSE BOARD, P.O. BOX 26000, SACRAMENTO,
CALIFORNIA 95826.
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Exhibit "A"
Scope of Work
SUPPLEMENTAL SCHEDULE - WELL SITE, WATER, STORM DRAIN, MASONRY, & IID
IMPROVEMENTS
Without in any way limiting the Scope of Work as contained the Contract documents and in the foregoing
Agreement, the following items are specifically included and referred to as a convenience to the parties hereto:
1. Subcontractor acknowledges that he has personally investigated all of the conditions relative to the site and
is fully aware of all of the conditions under which the Grading, Water, Storm Drain, Paving & Masonry
Wall Improvements are to be conducted. All work shall be performed as depicted on the following plans:
A) Public improvement Plans for CVWD Wellsite prepared by Watson & Christiansen, date stamped
August 10, 1999.
B) Imperial Irrigation District Power Plan revision date June 4, 1997.
C) In accordance with the requirements of the City of La Quinta, County of Riverside, and all other
governing agencies having jurisdiction.
D) '('he plans and specifications are intended to supplement each other, so that any work exhibited in
either and not mentioned in the other is to be executed the same as if they were mentioned and set
forth in both. It is the Subcontractor's responsibility to make sure he has the latest set of approved
plans and specifications.
2. Subcontractor shall proceed with all phases of the work under the direction of, and to the complete
satisfaction of, the Contractor's Engineer, Soils Engineer, Owner/Contractor's Inspector, Project
Superintendent, and all applicable governmental agencies. Engineer's Interpretation: The Engineer
employed by Contractor for the project shall interpret the drawings and specifications and other contract
documents. The Engineer decision in matters relating to functional effect shall be final.
3. Subcontractor has examined the site and satisfied himself of all conditions present at the site. He is
talitions.
-} tielis on-tlie-site. fi749-
4. Subcontractor agrees to furnish the necessary labor, materials, tools, implements, equipment, and
appliances required to perform and complete in a workmanlike manner, and free from any and all liens and
claims of artisans, material men and other subcontractors, equipment suppliers and laborers thereon, all
work on subject tract and areas contiguous thereon. All work shall be complete under the supervision of
Contractor's Engineer and/or other representative of Contractor. Subcontractor agrees to provide adequate
labor and equipment to complete the work progress schedule as outlined by Contractor' field representative.
5. Subcontractor shall be responsible for his damage or breakage of his work or of other Subcontractor's work
or Contractor' work during the course of construction, and Subcontractor shall, on demand, promptly repair
and/or replace or pay cost of repairing or replacing such damaged or broken work.
6. Subcontractor shall not disturb any monuments, stakes, signs, or sign posts found on the line of the
improvements and he shall bear the expense of re -setting any monuments, stakes, or sign posts which may
have been disturbed without authorization. It is understood that stakes, monuments, or sign posts will be on
an offset in order to be out of the working area. Subcontractor or his agent shall not drive over, scar, deface or
cause damage to slopes, banks, or swales in any manner whatsoever. Subcontractor shall restore all slopes,
berms and graded building pads disturbed by Subcontractor to the finish surfaces shown on the grading plans
to the satisfaction of the Soils Engineer, Contractor and local governing agencies.
7. Subcontractor assumes responsibility for protecting existing improvements while working in the vicinity of
them.
8. Where two or more subcontractors are employed on related work or adjacent work, each shall conduct his
operations in such a manner as not to cause any unnecessary delay or hindrance to the other. Each
subcontractor shall be responsible to the other for all damages to work, to person or property, or for loss
caused by failure to finish the work in the time specified for completion.
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9. All safety precautions including barricades, flashers, fencing and trench shoring are included in this contract.
Subcontractor shall conduct his operations so as to offer the least possible obstruction to other traffic within
the working area.
10. Subcontractor is responsible for dust control and erosion control while he is working on the project. This is
not limited to just working hours.
J_
1 1. Subcontractor shall conduct this operation in accordance with all O.S.H.A. requirements. If Subcontractor is
negligent, causing damage or delay to Contractors work, the Subcontractor will be responsible for complete
repair.
12. Subcontractor agrees to perform all necessary work required to obtain acceptance by all applicable authorities.
Should additional labor and material be required that is not depicted on approved plans, but necessary to
obtain acceptance, Subcontractor shall perform work at no additional cost to Contractor.
13. All work which has been rejected shall be remedied, or removed and replaced by the Subcontractor in an
acceptable manner. No compensation shall be allowed for such removal and replacements. Any work done
beyond the lines and grades shown on the plans will be considered as unauthorized and shall not be paid for
unless previously approved by Contractor.
14. Compaction to be performed to the specification and satisfaction of the Civil and Soils Engineer. Any
corrective work required shall be at the Subcontractor's expense.
15. It shall be the responsibility of the Subcontractor to locate all existing utilities and underground lines prior to
the start of any excavation and/or construction. Subcontractor will have to notify all governing agencies prior
to starting work in which any of the above will have an interest. Subcontractor assumes responsibility for
protecting existing improvements while working in the vicinity of them.
16. Excess spoil and rock to be deposited on -site at the direction of Contractor's field representative.
17. Neither the acceptance of the work, nor the payment of any money by Contractor Communities, shall operate
as a waiver of any provision of the Contract, not any right to damages or indemnity herein provided; nor shall
any waiver or any breach of the Contract or any default thereunder be held to be a waiver of any other or
subsequent breach or default.
18. In essence, this Contract provides for a "complete job", that is all items shown on the contract drawings and
covered by the contract specification. Any items not specifically indicated but necessary for completion of
this work depicted in the Pay Schedule shall be included as part of this Contract. Any work relating to the
systems which does not appear on the Quantity Sheet shall be included in the Contract and the cost of this
work shall be assumed to be prorated among the costs lists.
Construction/Survey Staking
1. Contractor will provide one set of construction stakes from Civil Engineer. Cost of any damages to stakes,
loss of stakes, or restaking shall be borne by Subcontractor.
2. Subcontractor agrees that Civil Engineer is acceptable and satisfactory to perform the staking. Subcontractor
shall check the work of the Civil Engineer as if' Civil Engineer were working for Subcontractor directly. Any
discrepancies over staking must be resolved by Subcontractor and Civil Engineer.
3. It shall be the Subcontractor's responsibility to review construction surveying requirements with the Project
Civil Engineer and the Contractor prior to commencing operations and inform Contractor of the staking he
will require as authorized by this Contract. The Subcontractor shall give Contractor a minimum of forty-eight
(48) hours written notice for all staking services.
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4. It shall be the sole and exclusive responsibility of the Subcontractor to provide for and include sufficient time
for inspection and survey as may be required by the plans, specifications, codes or ordinances, Soils
Engineer/Geologist, the Engineer and/or any such government agency having jurisdiction thereover.
Subcontractor has provided for and included in Contract Unit Prices all costs and expenses related to
notification, scheduling, and coordination of all survey and inspections required.
5. During the course of water control, the Subcontractor shall conduct his general construction operations to
protect waters from being polluted with fuels, oils, bitumens or other harmful materials, and shall be
responsible for removing said materials in the event protective measures are not effective.
No Multiple Measurement and Payment:
Contract is Lump Sum. Any and all measurement and payment will be made on and be applied to the initial or
original "in -place" quantity or quantities only and shall not be applied in the aggregate or multiple handling,
placement or installation of the same material, substance or product. Any such measurement shall not be
made, nor shall any payment be received for the same quantities of lineal footage, cubic yardage, square
footage, or any other mode or means of measurement, which is secondarily or subsequently handled, placed,
installed, in order to fulfill all of the Contract requirements.
Inspection and Coordination:
I . It shall be the sole and exclusive responsibility of the Subcontractor to provide for and include in the Contract
Price, any and all costs and expenses to notify, schedule, coordinate and provide sufficient and adequate time
for any and all inspection, survey, and acceptance as may be required by the plans, specifications, codes or
ordinances, the Geotechnical Consultant, the Project Civil Engineer and/or any government agency having
jurisdiction thereover.
2. Subcontractor shall cooperate to obtain inspections and letters of acceptance from all entities having
jurisdiction.
Stand -By Time:
There. shall be no payment made by Contractor, nor shall any compensation by payable to Subcontractor for any
stand-by time.
Sewer Notes
1. Subcontractor shall be responsible for all trenching, installation, backfill and compaction of a complete
systein, including, but not necessarily limited to: all PVC SDR 35 pipe, fittings, collars, wyes, tees sand, slope
Muhors, plugs, etc. Includes bedding and backfill material as required by governing agency.
2. The unit price bid for PVC SDR 35 Sewer Pipe shall include, but not be limited to, all licenses, labor,
materials, tools, guides, testing (including air testing; mandrelling and balling the sewer mains), equipment
excavation, backfill, bedding material, pipe zone backfill materials, and all other incidentals necessary to
complete the work in its entirety.
3. Subcontractor has included tie-ins and joining of any existing lines, manholes, existing structures as noted on
plans (even if not noted on quantity estimates).
4. Subcontract unit prices include crossing under existing improvements as required per plan.
5. Connection to existing to be constructed per plan, and in strict accordance with all requirements of governing
agencies.
A. Subcontractor is solely responsible for any breakage of existing improvements, their repair, spillage
Clean up, and fines by governmental agencies while working in the vicinity of or tieing in the existing
improvements.
6. Subcontractor shall install necessary plugs, etc., as required to allow function of this portion of sewer main
until such time as future extension may occur.
7. All work is to be completed as scheduled by Project Superintendent and in accordance with the schedule as
established by the Project Superintendent.
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8. Subcontractors work must be in accordance with all applicable codes and the requirements of all agencies.
Subcontractor is to notify Contractor prior to start of construction if plans or contract specifications o not
comply with above.
Water Notes
1. Subcontractor shall be responsible for all trenching, installation, backfill and compaction of a complete system
per plans and as required by the plans & all agencies having jurisdiction, including , providing and installing all
DIP pipe, PVC pipe, fittings, valves, tees, blow -offs plugs, etc. Including bedding and shade material as
required by the plans and governing agency standard specifications.
2. Subcontractor has included tie-ins and joining of any existing lines, including adapters, removal of existing
blow -offs, end plugs, etc.
3. All testing, flushing and chlorination is included in this contract.
4. Subcontract unit prices include crossing under existing improvements as required per plan.
5. One adjustment of valves/assemblies is included in the unit price of the valves and hydrants. Additional raises
to be performed at the unit prices as designated in the contract Payment Schedule.
6. Water connection specifically includes:
A. SawcLIt, remove, haul offsite and dispose of AC pavement
B. Hot tap to existing
C. Base in only of street at removal area
D. Slurry backfill as required by City/Agency
C. All flagmen, barricades and other devices required for traffic control as required by
governing jurisdiction.
Storm Drain Notes
1. Subcontractor shall be responsible for all trenching, installation, backfill and compaction of a complete
system, to include but not necessarily be limited to R.C.P. pipe, pipe slope anchors and slope backfill
stabilizers, junction structures, concrete collars, local depressions, curb transitions, catch basin and transition
structures, bedding material, and all other materials as required per plan.
2. All testing is included in this Contract.
3. Contract includes joining all existing pipe, basin, or structures, as noted on plans (even if not noted on
quantity estimates).
Block Wall Fencing
I. Subcontractor to perform all operations for completion of Block Wall Fencing, including, but not limited to:
backcut, excavation, placement of spoils per Project Superintendent, concrete, steel, block, grout, construction
of masonry walls, waterproofing, subdrains, sand & native backfill, compaction, and all required clean up.
Permit fees to be paid by the Contractor.
2. Walls to be constructed, utilizing approved precision block sized per plans. (Proto U wall system, tan w/ cap).
3. Rebar, corner reinforcement, control joints, and footings to be per engineer's plan design.
4. Waterproofing, subdrains are included, sand all backfill per plan design.
5. Backfull of all wall includes front (face) of wall as required per plan. All backfill will be in accordance with
plans and details by Petra Geotechnical.
General Notes
Bid based on 1 move in.
2. All footings to maintain 5' clear to daylight at slope conditions.
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Fonning and stripping forms for footings as required is included.
Utility Notes
1. Pull cords (3/8"), caps, couplings, spacers, sweeps, rock base, sand any other materials required to complete
power, cable television and phone systems (with the exceptions noted above) to the satisfaction of the bu-jper,
county, Southern California Edison Company and the Southern California Gas Company, telephone company
is to be included in this agreement price.
2. Prior to back fiIIing operation, Contractor shall walk all lines and inspect for damage caused by this Contractor.
Any damage to other existing facilities, underground or above ground, which may constitute a backcharge
must be brought to the attention of Engineer prior to any repair work.
3. A complete set of as -built drawings shall be maintained by contractor in order to keep a current recored of as -
built data. The as -built drawings will show actual depths of facilities, lateral distances between facilities, and
distances from property lines and side lot lines so as to enable all facilities to be accurately located after they
are covered. Such drawings are to be submitted to the Owner within 10 days after final inspection.
4. Contractor is responsible for all bedding material. It is Contractors responsibility to notify Owner of any
substantial deviation of standards prior to commencement of work.
5. Contractor agrees to provide all necessary plates, barricades and traffic control necessary to complete their
work.
6. Contractor shall mark all conduit stub -outs for street crossings by painting an "X" on the vertical face of the
curb directly over the location of the conduit at the time it is places; and when the conduit crossing is
completed, it circle will be painted around the "X" on the face of the curb.
7. Contractor shall clean conduit with it mandrel and blown clean with compressed air to insure free unobstructed
passage of conductors.
8. Conduit ends are not to be left open during any phase of construction. Pipe caps must be used to prevent
debris from entering the conduit which might damage or prevent the pulling of conductors.
9. Contractor shall set pull boxes so that the plane of the top is in the plan of the sidewalk (or Future sidewalk)
with one side parallel to the curb. Twelve inches of one -inch crushed rock is required under all pull boxes.
Concrete Notes
All concrete improvements are to be installed in accordance with the City of La Quinta Standard
Specifications.
2. Provide all labor, materials & equipment required to install all curb & gutter.
3. Subcontractor to accept grade @ +/- .10' compacted. Presaturation and weed kill included in this contract.
Moisture barrier is excluded.
4. Subcontractor shall backfill curb and gutter.
5. Contractor to provide all compacted subgrade to within plus or minus one -tenth foot for all items of work.
6. Local governing agencies will have final approval on placement of concrete and all specifications.
7. Subcontractor will be responsible for any damage to his product during the pouring and curing stages, caused
by his own forces. Responsibility for all other damages shall be determined by Contractor.
Paving Notes
Utilize the following street sections for paving, 4" AC over 10" Class H Base.
2. Subcontractor to grade site @ +/- .10'. Presaturate as required.
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I
3. If paving section is tested for material depth nominal thickness and found to be unacceptable by governing
agencies, Subcontractor shall be responsible for all replacement and retesting as may be required.
TOTAL CONTRACT PRICE WELLSI TE SFD $ 62,699.25 — CONTRACT # S401-0-00525
TOTAL CONTRACT PRICE WELLSITE RENTAL $ 20,899.75 — CONTRACT # S401-0-10516
INITIAL a"
INITIAL
INITIAL
J.H. THOMPSON & SONS, INC.
PAGE 14 OF 19
UkN•10b1 C:]U111l11. "13" 4
WiLSELIKM Payment-hedule%Construction SequenceSc Jule 7
5401-0-00525
ITN DESCRIPTION EST QTY PRICE
1 GRADING MOVE IN
WELLSITE AVENUE 48 & LA gUINTA
2 PRE WATER
3 EXCAVATION
4 FINISH BASINS
5 42" INLET STORM DRAIN
6 18" ADS OR EQUAL
7 RIP RAP W/ FABRIC
8 WATER IMPROVEMENTS 12" DIP
9 12" RESTRAINIG GASKETS
10 12" TEE
11 12" GATE VALVES
12 12" BLIND FLANGE
13 SAW CUT AC
14 AC REMOVAL COLD MIX
15 TEST AND CHLORINATE
16 TRAFFIC CONTROL
17 GRIND CONC CURB & GUTTER
STREETS
18 6" PCC DRIVEWAY STD 207
19 4" AC/10"CLASS II TRENCH
20 RAISE WTR VALVES CVWD
21 TRAFFIC CONTROL
22 ENCROACHMENT
23 WALLS
24 GATES
Authorized for:
CATELLUS RESIDENTIAL CONSTRUCTION,INC.
As agent for:
CATELLUS RESIDENT AL COMMUNITIES, INC.
By: Ao
St Cien uegos Da e
By:
Yoject Controller Date ,�,��
By:Z&t—= r/ l /(/ V
Frank Fullerton Date
Accepted by:
JH Thompson & Sons Inc
By:
ffEyvil S! 9F
AMOUNT
$1,500.00
$375.00
$3,638.25
$3,375.00
$3,000.00
$2,025.00
$675.00
$3,375.00
$900.00
$750.00
$1,800.00
$750.00
$157.50
$1,680.00
$900.00
$375.00
$420.00
$2,328.75
$720.00
$562.50
$600.00
$375.00
$16,612.50''
$1,125.00
Date
Date
Page 15 of 19
(CRGJC030-08/98-MC)
I TRIM,
MN
ITM DESCRIPTION
25 IID
Payment Jhedule/Construction SequenceSc. rule
S401-0-00525
EST QTY PRICE AMOUNT
$14,679.75
( 401-0-00 20-2035) TOTAL: $62,699.25
Quantities listed above are approximate and payment will be on actual measured quantities—.
installed and field verified except for items noted as Lump Sum.Lump Sum items shall remafn
Lump Sum and shall only be paid if that portion of work is performed. Quantities invoiced
shall be field measured and approved by Contractor's field representative. Signed field
measurements shall be reported on Catellus Field Measure Form provided as Exhibit"E"
and shall accompany all requests for Change Order as well as all invoices. Any quantities
installed over and above those listed in the contract shall be billed separately from
the contract. Subcontractor to obtain Change Order for all overages prior to billing.
Subcontractor shall invoice for payment based on portions of work described in the contract
document. Subcontractor shall invoice only for work which is completed and has been accepted
by Contractor's field representative, the Soils Engineer, Civil Engineer and all governing
agencies.
Any contract alternates that are exercised shall be billed separately and shall be accompanied
by field measurements approved by Contractor's field representative. Subcontractor to obtain
Change Order for all alternates exercised by Contractor prior to billing.
Prior to first payment, Subcontractor shall submit a list of all lower tiered Subcontractors
and suppliers along with their designated performance time.
Invoices must be billed in accordance with above Payment Schedule. Reference should be made
to the Contract Number and Contract Item Number on the invoice. Failure to comply with tpese
guidelines may result in a delay in payment.
The above prices shall remain in effect through completion of work.
90 - Payable upon completion and acceptance of work by Contractor.
- Payable thirty-five (35) days after completion and acceptance of all work by Contractor.
Authorized for:
CATELLUS RESIDENTIAL CONSTRUCTION,INC.
As agent for:
CATELLUS R- ID IAL COMMUNITIES, INC.
BY: / D
Steve Cienfuegos ate
By:
roject Controller Date
By: 4AA4I i l ov
Frank Fullerton D to
Accepted by:
JH Thompson & Sons Inc
By:
Date
Page 16 of 19 (CRGJC030-08/98-MC)
Payment hedule/Construction SequenceSc ule PEVIS9
S401-0-10516
ITM
DESCRIPTION
EST QTY PRICE AMOUNT
1
GRADING MOVE IN
$500.00
2
PRE WATER
$125.00
3
EXCAVATION
$1,212.75
4
FINISH BASINS
$1,125.00
5
STORM DRAIN 42" INLET
$1,000.00
6
18" ADS OR EQUAL
$675.00
7
RIP RAP W/ FABRIC
$225.00
8
12" DIP WATER IMPROVEMENTS
$1,125.00
9
12" RESTRAINING GASKETS
$300.00
10
12" TEE
$250.00
11
12 GATE VALVES
$600.00
12
12" BLIND FLANGE
$250.00
13
SAW CUT AC
$52.50
14
AC REMOVAL COLD MIX
$560.00
15
TEST & CHLORINATE
$300.00
16
TRAFFIC CONTROL
$125.00
17
GRIND CONC CURB & GUTTER
$140.00
18
6" PCC DRIVEWAY STD 207
$776.25
19
4" AC/10" CLASS II TRENCH
$240.00
20
RAISE WTR VALVES CVWD
$187.50
21
TRAFFIC CONTROL
$200.00
22
ENCROACHMENT
$125.00
23
WALLS
$5,537.50
24
GATES
$375.00
25
IID
$4,893.25'
( 401-0-10 20-2035) TOTAL: $20,899.75
Quantities listed above are approximate and payment will be on actual measured quantities
installed arid field verified except for items noted as Lump Sum.Lump Sum items shall remain
Lump Sum and shall only be paid if that portion of work is performed. Quantities invoiced
shall be field measured and approved by Contractor's field representative. Signed field
measurements shall be reported on Catellus Field Measure Form provided as Exhibit"E"
and shall accompany all requests for Change Order as well as all invoices. Any quantities
installed over arid above those listed in the contract shall be billed separately from
the contract. Subcontractor to obtain Change Order for all overages prior to billing.
Subcontractor shall invoice for payment based on portions of work described in the contract
document. Subcontractor shall invoice only for work which is completed and has been accepted
by Contractor's field representative, the Soils Engineer, Civil Engineer and all governing
agencies.
Any contract alternates that are exercised shall be billed separately and shall be accompanied
by field measurements approved by Contractor's field representative. Subcontractor to obtain
Change Order for all alternates exercised by Contractor prior to billing.
Prior to first payment, Subcontractor shall submit a list of all lower tiered Subcontractors
and suppliers along with their designated performance time.
Invoices must be billed in accordance with above Payment Schedule. Reference should be made
I() ti,t! Crntl.t.:te•t' Nmithtxr and Contract Item Number on the invoice. Failure to comply with
yuidelines may >_-eSulL in a delay in payuterrL-.
The above pries shall remain in effect through completion of work.
90 - Payable upon completion and acceptance of work by Contractor.
- Payable thirty-five (35) days after completion and acceptance of all work by Contractor.
Authorized for:
CATELLUS RESIDENTIAL CONSTRUCTION,
As agent for:
CATE;�Q
L COMMUNITIES,
By: F7�
Sate
Project Controller Date
By: �- ( t dc5U
Frank Fullerton D to
Accepted by:
INC. JH Thompson & Sons Inc
INC
�W 7�� L
� tom, ..
By:
Date
Page 17 of 19 (CRGJC030-08/98-MC)
Exhibit "C"
List of Suppliers
Ito be COMPLETED BY SUBCONTRACTOR)
APPROXIMATE $ AMOUNT OF t
AMF'. ADDRESS/PHONE NO. COOD'/SERVICES10BE FURNISHF.0
INITIAL
INITIAL
INITIAL
J.H. THOMPSON &
PAG11- 18 OF 19
Exhibit "D"
Statement of Insurance Requirements
(a) Bctirre commencing the Work, Subcontractor shall provide Contractor with both Certificates orinsurance and additional insured
endorsements evidencing coverage as follows:
(i) Workers'Compensalion in an amount not less than that required by law and as follows:
Coverage A: Statutory Policy Form.
Coverage B: Employer's Liability.
Bodily Injury by Accident: $1,000,000 each accident.
Bodily Injury by Disease: $1,000,000 policy limit; $1,000,000 each employee.
(ii) Commercial Auto Coverage (covering owned autos, hired autos and non -owned autos) not less than as follows:
Combined Bodily Injury and Property Damage: $1,000,000 each accident.
(iii) Commercial General Liability of not less than $I,WU,000 per occurrence for Bodily injury and Property Damage with limits of
liability not less than as follows:
Each Occurrence: $1,000,000.
Personal Advertising Injury: $1,(M,OW.
Products/Completed Operations Aggregate: $1,000,000.
General Aggregate (other than Products/Completed Operations): $1,000,000.
Commercial General Liability forms must include: (a) premises and operations with no X, C or U exclusions; (b) products and completed operations
coverage (which shall be maintained in effect on an annual renewal basis for at least five (5) years following completion of all Work); (c) blanket
conlractual coverage; and (d) broad firrm property damage including completed operations or its equivalent.
(iv) Prolessional Liability, if required, with a coverage limit of not less than $1,000,000.
(b) If requested by Contractor, the above -described insurance shall be on a "per location" or "per project" basis.
(c) Subcontractor shall have Subcontractor's insurance company name, by endorsement. Contractor and Owner, and, if requested, Project
Lender as additiunal insureds. The insurance afforded to each Additional Insured is primary insurance. Any additional insured endorsement shall'be an
least as broad as ISO firrm CG 20 10 1185.
CATFLLUS RESIDENTIAL COMMUNITITF.S. INC,
CATEI L-US RESIDENTIAL CONSTRUCTION, INC.
SANWA BANK
CITY OF LAOU I NTA
(d) All Policies of Insurance shall state, that nut less Ih:un sixty (60) days written notice will he given to Contractor prior to cancellation or
material change in coverage, and That such policy or policies are primary, shall tic issued by companies acceptable to Contractor with a Best's rating of A
or higher, and licensed to do business in the state in which the Project is located, and shall be written on an occurrence basis. In the event the coverage is
canceled or reduced, Subcontractor shall procure and furnish to Contractor before the el'fi:ctive date of such cancellation, Certificates of insurance and
additional insured endursennents confirming to the above requirements evidencing renewal or replacement coverages. Certificates of Insurance staling the
above notice provisions and including any endorsements adding Owner and Contractor as additional insureds. most be delivered to
Calt•Illrx Residt-116al (;iuup, hw: prior to conanrncrnu'nt W any work under This contract.
(c) Should Subcontractor fail to obtain the insurance coverage required or should Subcontractor fail to timely renew the insurance coverage
as required, Cuntractor shall have the right, at Contractor's election, (i) to obtain such coverage on Subcontractor's behalf, at Subcontractor's expense,
from any insurance carrier selected by Contractor in Contractor's sole discretion; or (ii) to terminate this Contract, and Contractor shall retain all remedies
hereunder for breach ot'this Contract. Contractor shall have the right to offset the costs of premium for such insurance against any sums payable to
Subcontractor under this Contract.
THE CERTIFICATES MUST BE SIGNED WITH A "WET SIGNATURE" (not stamped).
"Please note that failure to meet the above requirements could result in the delay of payments due you, or a request to cease any work on a project."
INITIAL JOT'
INITIAL
INITIAL
J.H. THOMPSON &
PAGE 19 OF 19
Non -Foreign Affidavit
1. Catellus Residential Communities, Inc., as successor to Catellus Residential
Group, Inc., ("Seller") is not a foreign individual, foreign corporation, foreign partnership,
foreign trust, or foreign estate (as those terms are defined in the Internal Revenue Code and
Federal Tax Regulations);
2. The U.S. employer identification number of Seller is 33-0474531;
The address of Seller is 4000 Westerly Place, Newport Beach, California 92660;
4. The undersigned understands and acknowledges that this affidavit may be
disclosed to the Internal Revenue Service by La Quinta Redevelopment Agency, a public body
corporate and politic ("Buyer") in connection with the certain Amendment to Affordable
Housing Agreement for Single Family Residential and Affordable Housing Agreement for
Senior Apartments, as amended, by and between Seller and Buyer, as evidence of Buyer's
compliance with Section 1445 of the Internal Revenue Code. The undersigned understands that
any false statements contained herein could be punished by fine or imprisonment or both.
The undersigned certifies under penalty of perjury that the foregoing is true and correct.
Dated as of this day of , 2000.
CATELLUS RESIDENTIAL COMMUNITIES,
INC, a California corporation
By: �. C-_4�
Bruce T. Lehman, Executive Vice
President
I0
SLYATES/33774/813986v 1
Stephen 1. Muller
Secretary