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3204NOTE • • With proper validation this form constitutes an CITY OF LA QUINTA encroachment permit APPLICATION FOR PERMIT PUBLIC, WORKS CONSTRUCTION (ENCROACHMENT) For the construction of public or private curbs, driveways, pavements, sidewalks, parking lots, sewers, water mains and other like public works improvements in connection with MINOR IMPROVEMENTS and APPROVED SUBDIVISIONS Subdivision Improvement Permit — Class I I I DATE: 5/12/00 Minor Improvement Permit Class IV LOCATION OF CONSTRUCTION Dune Palms Rd. Adams St. — Corporate Centre Dr. — Commerce Ct. (Street address or Description of Location) PURPOSE OF CONSTRUCTION DESCRIPTION OF CONSTRUCTION Installation of Storm Drain system DIMENSION OF INSTALLATION OR REMOVAL SIZE OF EXCAVATION, IF NEEDED APPROXIMATE TIME WHEN WORK WILL BEGIN 5/25/00 Sketch (attach construction plans if appropriate) APPROXIMATE TIME OF COMPLETION 15*/, 0/00 ,. r ESTIMATED CONSTRUCTION COST $ 96 510 " (Including removal of all obstruction, materials, and debris, backfilling, com- paction and placing permanent resurfacing and/or replacing improvements) In consideration of the granting of this permit, the applicant hereby agrees to: Indemnify, defend• and save the City, its authorized agents, officers, representatives and employees, harmless from and against any and all penalties, liabilities or loss resulting from claims or court action and arising out of any accident, loss or damage to persons or property happening or occurring as a proximate result of any work undertaken under the permit granted pursuant to this application. Notify the Administrative Authority at least twenty-four (24) hours in advance of the time when work will be started. Compl.. with all applicable City Ordinances, the terms and conditions of the permit and all applicable rules and regulations of the City of La_Quinta and..to pay for any additional replacement necessary as he -result -of, this -Work. U I �_ L! 1 Lj rn �.� Signature of Applicant or Agent �'TII Venture. LLC 2323 N. Tustin Ave. Santa Ana. CA (714) 918-3162 Name of A .pl cant`(please print) Business Address Telephone No. I; ` Jones -Bros. Constr. 85989 Ave. 52 Coachella. CA (760) 347-2291 Name of Contractor and Job Foreman Business Address Telephone No. 172092 Contractor's License No. On File City Business License No. DCD Insurance GL 11106295 Applicant's Insurance Company Policy Number FEES: Subdivision Improvement Permit — Class 111 VAY ��,11T Public improvements: 3% of estimated construction costs „`PITY OF LA i.� �y^�UI Private improvements: 3% of estimated construction costs Minor. Improvement Permit — Class IV: See attached schedule Inspection Fee Permit Fee Penalty Cash Deposit -Surety Bond if required TOTAL: Receipt No. Received by Recorded by $ 100 2,895 $ 2.995 Date 4 S PERMIT VALIDATION PERMIT NO. 3204 DATE APPROVED 5/24/00 EXPIRATION DATE 5/24/01 DATE ISMS I ED %�/25/00 By l Y Administrative Authority Telephone: (760) 777-7075 ^ NOTE,: ------ With proper validation this form constitutes an CITY OF LA QUINTA encroachment permit APPLICATION FOR PERMIT PUBLIC WORKS CONSTRUCTION (ENCROACHMENT) For the construction of public or private curbs, driveways, pavements, sidewalks, parking lots, sewers, water mains and other like public works improvements in connection with MINOR IMPROVEMENTS and APPROVED SUBDIVISIONS Subdivision Improvement Permit — Class III DATE: 5/12/00 Minor Improvement Permit Class IV LOCATION OF CONSTRUCTION Mine Palms Rd. Adams St. — Corporate Centre Dr. — Commerce Ct. (Street address of Description of Location) PURPOSE OF CONSTRUCTION DESCRIPTION OF CONSTRUCTION Installation of Storm Drain Avert Am DIMENSION OF INSTALLATION OR REMOVAL SIZE OF EXCAVATION, IF NEEDED APPROXIMATE TIME WHEN WORK WILL BEGIN 5/25/60 APPROXIMATE TIME OF COMPLETION 6110/00 ESTIMATED CONSTRUCTION COST $ 26-510 (Including removal of all obstruction, materials, and debris, backfilling, com- paction and placing permanent resurfacing and/or replacing improvements) Sketch (attach construction plans if appropriate) In consideration of the granting of this permit, the applicant hereby agrees to: Indemnify, defend, and save the City, its authorized agents, officers, representatives and employees, harmless from and against any and all penalties, liabilities or loss resulting from claims or court action and arising out of any accident, loss or damage to persons or property happening or occurring as a proximate result of any work undertaken under the permit granted pursuant to this application. Notify the Administrative Authority at least twenty-four (24) hours in advance of the time when work will be started. Comply; with all applicable City Ordinances, the terms and conditions of the permit and all applicable rules and regulations of the City of La.Quinta and. to pay for any additional replacement necessary as the result of this work.Lk LIJ t ri Signature of Applicant or Agent " :III Venture. LLC 2323 N. Tustin Ave. Santa Ana. CA (714) 918-3162 Name of Applcant`(please print) Business Address Telephone No. .Ioneil-Bros. Constr. 85989 Ave. 52 Coachella. CA (760) 347-2291 Name of Contractor and Job Foreman Business Address Telephone No. 172092 On File , Contractor's License No. City Business License No. Applicant's Insurance Company Policy Number 9 0 a AU FEES: Subdivision Improvement Permit — Class 111 Public improvements: 3% of estimated construction costs Private improvements: 3% of estimated construction costs Minor. Improvement Permit — Class IV: See attached schedule Inspection Fee $ 100 Permit Fee 2.895 Penalty Cash Deposit -Surety Bond if required TOTAL: $ 2.995 Receipt No Received by Recorded by Date r,RAY 2 t 2-,23 � fiY LAi�I�1T, 204 PERMIT VALIDATION PERMIT NO. 3204 DATE APPROVED 5/24/00 EXPIRATION DATE 5/24/01 DATE I;1A I ED 15/25/00 gy � in 1 /� r..i � ` _"d )A ministrative Authority Telephone: (760) 777-7075 NOTE: With proper validation this form constitutes an CITY OF LA QUINTA' encroachment permit z APPLICATION FOR. PERMIT PUBLIC WORKS CONSTRUCTION (ENCROACHMENT) For the construction of public or private curbs, driveways, pavements, sidewalks, parking lots, sewers, water mains and other like public works improvements in connection with MINOR IMPROVEMENTS and APPROVED SUBDIVISIONS / Subdivision Improvement Permit — Class I I I DATE:- AS` !2/D00 Minor Improvement Permit Class IV LOCATION OF CONSTRUCTION D�NE 1�QLi�IS sri� • — aiV S STi — c+c�QFb i2o'i CENTaze DR. - GoM HER-ce Co UUM! IStrest address or Description of Location) PURPOSE OF CONSTRUCTION DESCRIPTION OF CONSTRUCTION oE DIMENSION OF INSTALLATION OR REMOVAL SIZE OF EXCAVATION, IF NEEDED APPROXIMATE TIME WHEN WORK WILL BEGIN 129S mm Sketch (attach construction plans if appropriate) APPROXIMATE TIME OF COMPLETION O 00 ESTIMATED CONSTRUCTION COST $ 70 (Including removal of all obstruction, materials, and debris, backfilling, com- paction and placing permanent resurfacing and/or replacing improvements) In consideration of the granting of this permit, the applicant hereby agrees to: Indemnity, -defend and save the City. Its authorized agents, officers, representatives and employees, harmless from and against any and all penalties, liabilities or loss resulting from claims or court action and arising out of any accident, loss or'damage to persons or property happening or occurring as a proximate result of any work undertaken under the permit granted pursuant to this application. Notify the Administritive Authority at least twenty-four (24) hours in advance of the time when work will be started. Comply with all applicable City Ordinances, the terms and conditions of the permit and all applicable rules and regulations of the City of Ls Quints and to pay for any additional replacement necessary as the result of this work. 1720g2 oa ,Free Contractor's License No. City Business License No. Doc- D drt1SGll2AKcti� 4L 1!1�2.95- Applicant's Insurance Company Policy Number FEES: Subdivision Improvement Permit —Class III Public improvements: 3% of estimated construction costs Private improvements: 3% of estimated construction costs Minor Improvement Permit — Class IV: See attached schedule Inspection Fee $ • O 0 Permit Fee • - G 7 • .0O I Penalty Cash Deposit -Surety Bond if required TOTAL: Receipt No. 3' Z49gS.00 2774 PERMIT VALIDATION PERMIT NO. DATE APPROVED EXPIRATION DATE DATE ISSUED Received by Date By Recorded by A Telephone: (619) 777-7075 Admihistrafive Authority STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) This Agreement is made this. day of in the year 2 0 0 0 , by and between the ARTICLE 1 AGREEMENT MAY OWNER (Name and Address) RAYMOND T. TROLL TRUST 111 VENTURE, LLC 2323 NO. TUSTIN AVE..STE "F" SANTA ANA, CA 92705 and the CONTRACTOR (Name and Address) JONES BROS. CONSTRUCTION CO. 85=989 AVENUE 52 P.O. BOX 906 COACHELLA, CA 92236 for services in connection with the following PROJECT LA QUINTA CORPORATE CENTRE INSTALLATION OF STORM DRAIN SYSTEM INCLUDING CATCH BASINS AND DRY WELLS Notice to the parties shall be given at the above addresses. 2 ♦ AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR I%A/h— Iho (:nMrort Prirc is n I ..Mn .Cum% ARTICLE 2 GENERAL PROVISIONS 2.1 RELATIONSHIP OF PARTIES The Owner and the Contractor agree to proceed with the Project on the basis of good faith and fair dealing. 2.1.1 The Contractor shall furnish construction administration and management services and use the Contractor's best efforts to perform the Work in an expeditious manner consistent with the Contract Documents. The Owner shall endeavor to promote harmony and cooperation among the Owner, Contractor and Others. 2.1.2 The Contractor represents that it is an independent contractor and that in its performance of the Work it is and shall act as an independent contractor. 2.1.3 Neither Contractor nor any of its agents or employees will act on behalf of or in the name of Owner unless authorized in writing by Owner's Representative. 2.2 EXTENT OF AGREEMENT This Agreement is solely for 'the benefit of the parties, represents the entire and integrated agreement between the parties, and supersedes all prior negotiations, representations or agreements, either written or oral. The Owner and Contractor agree to look solely to each other with respect to the performance of the Contract. The Contract and each and every provision thereof is for the exclusive benefit of the Owner and Contractor and not for the benefit of any third party nor any third party beneficiary thereof, except to the extent expressly provided in the Contract. 2.3 DEFINITIONS .1 Changed Work means work which is deleted or omitted from, or different from the original scope of Work. .2 The Contract Documents consist of this Agreement, the drawings, specifications, addenda issued prior to execution of the Contract, approved Shop Drawings, subsurface information, if available, and other documents listed in this Agreement and any modifications issued after execution of this Agreement. .3 The Contract Time is the period between the Date of Commencement and final completion. See Article 6. .4 The Date o1 Commencement of the Work is the date established in the Agreement. See Subparagraph 6.1.1. .5 The term Day shall mean calendar day unless otherwise specifically defined. .6 Defective Work is any portion of the Work which is not in conformance with the Contract Documents as more fully described in Paragraphs 3.5 and 3.8. .7 Designer means the licensed design professional, and its consultants, retained by Owner to perform design services for the Project 3 .8 Extra Work means work which is in addition to the original scope of the Work. .9 Fee means salaries and other mandatory or customary compensation of the Contractor's employees at its principal and branch offices; general and administrative expenses of the Contractor's principal and branch offices other than the field office; and the Contractor's capital expenses, including interest on the Contractor's capital employed for the Work; and profit. .10 Materials means any tangible item to be incorporated into the Work including, but not limited to, all materials, equipment, machinery, and parts, whether furnished by Contractor, its Subcontractors or material suppliers, the Owners or Others. .11 Others means other contractors and all persons at the Worksite who are not employed by Contractor, its subcontractors or material suppliers. .12 Owner is the person or entity identified as such in this Agreement and includes the Owner's representative or the Owner's representative's designers, and the Designer. .13 The Project, as identified in Article 1, is the building, facility and/or other improvements for which the Contractor is to provide services under this Agreement. It may also include construction by the Owner or Others. .14 A Subcontractor is a party or entity retained by the Contractor as an independent contractor to provide the labor, materials, equipment and/or services necessary to complete a specific portion of the Work. The term Subcontractor does not include the Designer or Others as defined in this Paragraph. .15 Substantial Completion o1 the Work, or of a designated portion, occurs on the date when the Contractor's obligations are sufficiently complete in accordance with the Contract Documents so that the Owner may occupy or utilize the Project, or a designated portion, for the use for which it is intended. The issuance of a certificate of occupancy is not a prerequisite for Substantial Completion if the inability to obtain the Certificate of Occupancy is due to factors beyond the Contractor's control. This date shall be confirmed by a certificate of Substantial. Completion signed by the Owner and Contractor. The certificate shall state the respective responsibilities of the Owner and Contractor for security, maintenance, heat, utilities, damage to the Work, and insurance. The. certificate shall also list the items to be completed or corrected, and establish the time for their completion and correction. .16 A Subsubcontractor is a person or entity who has a contract with a Subcontractor to perform any portion of the Work. The term "Subsubcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subsubcontractor or an authorized representative of the Subsubcontractor. AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) .17 Supplies means any tangible item which is used to perform the Work or is necessary to perform the Work but will not be incorporated into the Work including, but not limited to, equipment, tools, machinery, apparatus and scaffolding. .18 The term Work means the construction and services necessary or incidental to fulfill the Contractor's obligations for the Project in conformance with this Agreement and the other Contract Documents. The Work may refer to the whole Project or only a part of the Project if work is also being performed by the Owner or Others. .19 Worksite means the geographical area at the location mentioned in Article 1 where the Work is to be performed. ARTICLE 3 CONTRACTOR'S RESPONSIBILITIES 3.1 GENERAL RESPONSIBILITIES 3.1.1 The Contractor shall provide all labor, materials, equipment, and services necessary to complete the following Work for the Project, all of which shall be provided in full accord with and reasonably inferable from the Contract Documents as being necessary to produce the indicated results. 3.1.2 The Contractor is responsible for the supervision and coordination of all of the Work, including the construction means, methods, techniques, sequences and procedures utilized, unless the Contract Documents give other specific instructions. In such case, the Contractor shall not be liable to the Owner for damages resulting from compliance with such instructions unless the Contractor recognized and failed to timely report to the Owner any error, inconsistency, omission or unsafe practice that it discovered in the specified construction means, methods, techniques, sequences or procedures. 3.1.3 The Contractor shall confine operations at the site to areas permitted by law, ordinances, permits and the Contract Documents and shall not unreasonably encumber the site with materials or equipment. 3.2 COOPERATION WITH WORK OF OTHERS 3.2.1 The Owner reserves the right to perform construction or operations related to the Project with the Owner's own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the site under contractual provisions identical or substantially similar to those in this agreement, including those portions related to insurance, waiver of subrogation and safety. . 3.2.2 The Owner shall provide for coordination of the activities of the Owner's own forces and those of Others with the Work of the Contractor, who shall cooperate with them. The Contractor shall participate with the Owner and Others in reviewing their construction schedules when directed to do so. The Contractor shall make any revisions to the schedule of the Work, Contract Time and Contract Price deemed necessary after a joint review and mutual agreement. The construction schedules shall then constitute the schedules to be used by the Contractor, separate contractors and the Owner until subsequently revised. 3.2.3 With regard to the work of the Owner and Others, the Contractor shall (a) proceed with the Work in a manner which does not hinder, delay or interfere with the work of the Owner or Others or cause the work of the Owner or Others to become defective, (b) afford the Owner or Others a reasonable opportunity for introduction and storage of their materials and equipment and performance of their activities, and (c) connect and coordinate the Contractor's construction and operations with theirs as required by the Contract Documents. 3.2.4 Before proceeding with any portion of the Work affected by the construction or operations of the Owner or Others, the Contractor shall give the Owner prompt, written notification of any defects the Contractor discovers in their work which will prevent the proper execution of the Contractor's Work. The Contractor's obligations in this paragraph do not create a responsibility for the work of Others, but are for the purpose of facilitating the Contractor's Work. If the Contractor does not notify the Owner of patent defects interfering with • the performance of the Work, the Contractor acknowledges that the work of the Owner or Others is not defective and is acceptable for the proper execution of the Contractor's Work. 3.3 RESPONSIBILITY FOR CONTRACT DOCUMENTS 3.3.1 In order to facilitate its responsibilities for completion of the Work in accordance with and as reasonably inferable from the Contract Documents, prior to commencing the Work the Contractor shall examine and compare: the Contract Documents; information furnished by the Owner pursuant to Paragraph 4.3; relevant field measurements made by the Contractor; and any visible conditions at the site affecting the Work. 3.3.2 If in the course of the performance of the obligations in Subparagraph 3.3.1 the Contractor discovers any errors, omissions or inconsistencies in the Contract Documents, the Contractor shall promptly report them to the Owner. It is recognized, however, that the Contractor is not acting in the capacity of a licensed design professional, and that the Contractor's examination is to facilitate construction and does not create an affirmative responsibility to detect errors, omissions or inconsistencies or to ascertain compliance with applicable laws, building codes or regulations. 3.3.3 The Contractor has no liability for errors, omissions or inconsistencies described in Subparagraphs 3.3.1 and 3.3.2 unless the Contractor knowingly failed to report a recognized problem to the Owner. If, however, the Contractor fails to perform the examination and reporting obligations of these provisions, the Contractor shall be responsible for any avoidable costs or direct damages. 3.3.4 The Contractor may be entitled to additional costs and/or time because of clarifications or instructions growing out of the Contractor's reports described in the three preceding subparagraphs. 3.4 CONSTRUCTION PERSONNEL AND SUPERVISION 3.4.1 The Contractor shall provide a competent level of supervision for the performance of the Work at the Project, 4 AGC DOCUMENT NO. 200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) 0 1997, The Associated General Contractors of America including a Contractor's Representative who shall possess full authority to receive instructions from Owner and to act on those instructions. 3.4.2 Before beginning performance of the Work, Contractor shall notify Owner in writing of the name and qualifications of its proposed superintendent (or foreman) so Owner may review the individual's qualifications. If, for reasonable cause, the Owner refuses to approve the individual, or withdraws its approval after once giving it, Contractor shall name a different superintendent for Owner's review. Any disapproved superintendent will not perform in that capacity thereafter at the Owner's Worksite. 3.4.3 As between the Owner and Contractor, the Contractor shall be responsible to the Owner for acts or omissions of parties or entities performing portions of the Work for or on behalf of the Contractor or any of its Subcontractors. 3.4.4 Contractor shall permit only fit and skilled persons to perform the Work. Contractor shall enforce safety procedures, strict discipline and good order among persons performing the Work. If Owner determines that a particular person does not follow safety procedures, or is unfit or unskilled for the assigned work, Contractor shall immediately reassign the person on receipt of Owner's written notice to do so. 3.5 WORKMANSHIP 3.5.1 Every part of the Work shall be executed in accordance with the Contract Documents and submittals approved pursuant to Paragraph 3.13 in a workerlike manner. All materials used in the Work shall be furnished in sufficient quantities to facilitate the proper and expeditious execution of the Work and shall be new except such materials as may be expressly provided in the Contract Documents to be otherwise. 3.6 MATERIALS FURNISHED BY THE OWNER OR OTHERS 3.6.1 In the event the scope of the Work includes installation of materials or equipment furnished by the Owner or Others, it shall be the responsibility of the Contractor to examine the items so provided and thereupon handle, store and install the items, unless otherwise provided in the Contract Documents, with such skill and care as to provide a satisfactory and proper installation. Loss or damage due to acts or omissions of the Contractor shall be the responsibility of the Contractor and may be deducted from any amounts due or to become due the Contractor. 3.7 TESTS AND INSPECTIONS 3.7.1 The Contractor shall schedule all required tests, approvals and inspections of the Work or portions thereof at appropriate times so as not to delay the progress of the Work or other work related to the Project. The Contractor shall give proper written notice to all required parties of such tests, approvals and inspections. The Owner and Others may observe the tests promptly at the normal place of testing if feasible. The Owner shall bear all expenses associated with tests, inspections and approvals required by the Contract Documents which, unless otherwise agreed to, shall be conducted by an independent testing laboratory or entity approved by the Owner. Unless otherwise required by the Contract Documents, required certificates of testing approval or inspection shall be secured by the Contractor and promptly delivered to the Owner. 3.7.2 If the Owner or appropriate authorities determine that testing, inspection or approval in addition to those required by the Contract Documents will be necessary, the Contractor shall arrange for the procedures and give timely notice to the Owner and Others who may observe the procedures. Costs of the additional tests, inspections or approvals are at the Owner's expense except as provided in Subparagraph 3.7.3. 3.7.3 If the procedures described in Subparagraphs 3.7.1 and 3.7.2 indicate that portions of the Work fail to comply with the Contract Documents, the Contractor shall be responsible for costs of correction and retesting. 3.8 WARRANTY 3.8.1 The Contractor warrants to the Owner that to the extent consistent with the standards of care and diligence normally practiced by construction contractors in performing Work of a similar nature and to the extent either required or permitted by the Contract Documents, materials used and equipment furnished shall be new and of good quality. At the Owner's request, the Contractor shall furnish satisfactory evidence of the quality and type of materials and equipment furnished. The Contractor further warrants that the Work will be free from material defects not intrinsic to the design or materials required in the Contract Documents. The Contractor's warranty does not include remedies for defects or damages caused by normal wear and tear during normal usage, use for a purpose for which the Project was not intended, improper or insufficient maintenance, modifications performed by the Owner or Others, or abuse. 3.8.2 If within one year after the date of Substantial Completion of the Work as defined in Subparagraph 2.3.15, any Work is found to be defective as defined in Subparagraph 2.3.6, Paragraph 3.5, and Subparagraph 3.8.1 above, the Owner shall promptly notify the Contractor in writing. Unless the Owner provides written acceptance of the condition, the Contractor shall promptly correct the Defective Work. If within the one-year correction period the Owner discovers and does not promptly notify the Contractor or give the Contractor an opportunity to test and/or correct Defective Work as reasonably requested by the Contractor, the Owner waives the Contractor's obligation to correct that Defective Work as well as the Owner's right to claim a breach of the warranty with respect to that Defective Work. 3.8.3 With respect to any portion of Work first performed after Substantial Completion, the warranty period of one year shall be extended by the period of time between Substantial Completion and the actual performance of the Work. Correction periods shall not be extended by corrective work performed by the Contractor. 3.8.4 The Contractor shall obtain from its Subcontractors and Suppliers any special or extended warranties required by the Contract Documents. Contractor's liability for such warranties shall be limited to the one year correction period referred to in Subparagraph 3.8.2. After that period Contractor shall assign them to the Owner and provide reasonable assistance to the Owner in enforcing the obligations of Subcontractors or suppliers. AGC DOCUMENT NO.200 -.STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) 01997, The Associated General Contractors of America 3:8.5 If after the one-year correction period but before the applicable limitation period the Owner discovers any Defective Work, the Owner shall, unless the Defective Work requires emergency correction, promptly notify the Contractor.. The Owner may either (a) allow the Contractor at its option to correct the Work or (b) have the Work corrected by itself or Others and charge the Contractor for the reasonable cost of the correction. 3.8.6 If the Contractor fails to correct Defective Work within a reasonable time after receipt of written notice from the Owner, the Owner may correct it in accordance with the Owner's right to carry out the Work in Paragraph 11.2. In such case, an appropriate Change Document shall be issued deducting the cost of correcting such deficiencies from payments then or thereafter due the Contractor. If payments then or thereafter due Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the Owner. 3.8.7 If the Contractor's correction or removal of Defective Work causes damage to or destroys other completed or partially completed construction, the Contractor shall be responsible for the cost of correcting the destroyed or damaged construction. The Owner shall be responsible for the cost of correcting damaged or destroyed; completed or partially completed construction, when the damage or destruction is caused by the Owner or Others. 3.8.8 The one-year period for correction of Defective Work does not affect a limitation period with respect to the enforcement of the Contractor's other obligations under the Contract Documents. 3.8.9 At the Owner's option and with the Contractor's agreement, the Owner may elect to accept Defective Work rather than require its removal and correction. In such case the Contract Price shall be equitably adjusted, whether or not the Owner has made final payment. 3.9 CORRECTION OF COVERED WORK 3.9.1 On request of the Owner, Work which has been covered without a requirement that it be inspected prior to being covered may be uncovered for the Owner's inspection. The Owner shall pay for the costs of uncovering and replacement if the Work proves to be in conformance with the Contract Documents, or if the defective condition was caused by the Owner or Others. If the uncovered Work proves to be defective, the Contractor shall pay the costs of uncovering and replacement. 3.9.2 If contrary to specific requirements in the Contract Documents or contrary to a specific request from the Owner, a portion of the Work is covered, the Owner, by written request, may require the Contractor to uncover the Work for the Owner's observation. In this circumstance the Work shall be replaced at the Contractor's expense and with no adjustment to the Contract Time. 3.9.3 The Contractor is required to correct in a timely fashion any Work rejected by the Owner which fails to comply with the Contract Documents prior to the commencement of the warranty period(s) or during the warranty period(s) established under Paragraph 3.8. The Contractor shall correct at its own cost and time and bear the expense of additional services for any Defective Work for which it is responsible. 3.10 SAFETY OF PERSONS AND PROPERTY 3.10.1 SAFETY PRECAUTIONS AND PROGRAMS The Contractor shall have overall responsibility for safety precautions and programs in the performance of the Work. While the provisions of this Paragraph establish the responsibility for safety between the Owner and Contractor, they do not relieve Subcontractors of their responsibility for the safety of persons or property in the performance for their work, nor for compliance with the provisions of applicable laws and regulations. 3.10.2 The Contractor shall seek to avoid injury, loss or damage to persons or property by taking reasonable steps to protect: 1 employees and other persons at the site; .2 materials and equipment stored at on -site or off -site locations for use in performance of the Work; and .3 the Project and all property located at the site and adjacent to work areas, whether or not said property or structures are part of the Project or involved in the Work. 3.10.3 CONTRACTOR'S SAFETY REPRESENTATIVE The Contractor shall designate an individual at the site in the employ of the Contractor who shall act as the Contractor's designated safety representative with a duty to prevent accidents. Unless otherwise identified by the Contractor in writing to the Owner, the designated safety representative shall be the Contractor's project superintendent. The Contractor will report immediately in writing all accidents and injuries occurring at the Worksite to the Owner. When the Contractor is required to file an accident report with a public authority, the Contractor shall furnish a copy of the report to the Owner. 3.10.4 The Contractor shall provide the Owner with copies of all notices required of Contractor by law or regulation. The Contractor's safety program shall comply with the requirements of governmental and quasi -governmental authorities having jurisdiction. 3.10.5 Damage or loss not insured under property insurance which may arise from the performance of the Work, to the extent of the negligence attributed to such acts or omissions of the Contractor, or anyone for whose acts the Contractor may be liable, shall be promptly remedied by the Contractor. Damage or loss attributable to the acts or omissions of the Owner or Others and not to the Contractor shall be promptly remedied by the Owner. 3.10.6 If the Owner deems any part of the Work or Worksite unsafe, the Owner, without assuming responsibility for the Contractor's safety program, may require the Contractor to stop performance of the Work or take corrective measures satisfactory to the Owner, or both. If the Contractor does not adopt corrective measures, the Owner may perform them and deduct their cost from the Contract Price. The Contractor agrees to make no claim for damages, for an increase in the Contract Price, or for a change in the Contract Time based on the Contractor's compliance with the Owner's reasonable request. AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) © 1997, The Associated General Contractors of America 3.11 HAZARDOUS MATERIALS 3.11.1 A Hazardous Material is any substance or material identified now or in the future as hazardous under any federal, state or local law or regulation, or any other substance material which may be considered hazardous or otherwise subject to statutory or regulatory requirement governing handling, disposal and/or clean-up. The Contractor shall not be obligated to commence or continue work until any Hazardous Material discovered at the project site has been removed, rendered or determined to be harmless by the Owner as certified by an independent testing laboratory and approved by the appropriate government agency. 3.11.2 If after the commencement of the Work, Hazardous Material is discovered at the project site, the Contractor shall be entitled to immediately stop Work in the affected area. The Contractor shall report the condition to the Owner and, if required, the government agency with jurisdiction. 3.11.3 The Contractor shall not be required to perform any work relating to or in the area of Hazardous Material without written mutual agreement. 3.11.4 The Owner shall be responsible for retaining an independent testing laboratory to determine the nature of the material encountered and whether it is a Hazardous Material requiring corrective measures and/or remedial action. Such measures shall be the sole responsibility of the Owner, and shall be performed in a manner minimizing any adverse effects upon the work of the Contractor. The Contractor shall resume Work in the area affected by any Hazardous Material only upon written agreement between the parties after the Hazardous Material has been removed or rendered harmless and only after approval, if necessary, of the governmental agency with jurisdiction. 3.11.5 If the Contractor incurs additional costs and/or is delayed due to the presence or remediation of Hazardous Material, the Contractor shall be entitled to an equitable adjustment in the Contract Price and/or the Contract Time. 3.11.6 To the extent not caused by the negligent acts or omissions of the Contractor, its Subcontractors and subsubcontractors, and the agents, officers, directors and employees of each of them, the Owner shall defend, indemnify and hold harmless the Contractor, its Subcontractors and sub - subcontractors, and the agents, officers, directors and employees of each of them, from and against any and all direct claims, damages, losses, costs and expenses, including but not limited to attorney's fees, costs and expenses incurred in connection with any dispute resolution process, arising out of or relating to the performance of the Work in any area affected by Hazardous Material. To the fullest extent permitted by law, such indemnification shall apply regardless of the fault, negligence, breach of warranty or contract, or strict liability of the Owner. 3.11.7 Material Safety Data (MSD) sheets as required by law and pertaining to materials or substances used or consumed in the performance of the Work, whether obtained by the Contractor, Subcontractors, the Owner or Others, shall be maintained at the Site by the Contractor and made available to the Owner, Subcontractors and Others. 3.11.8 During the Contractor's performance of the Work, the Contractor shall be responsible for the proper handling of all 7 materials brought to the site by the Contractor. Once the Owner takes possession of the Worksite, the Owner shall be responsible under this Paragraph for materials and substances brought to the site by the Contractor if such materials or substances were required by the Contract Documents. 3.11.9 The terms of this Paragraph shall survive the completion of the Work under this Contract and/or any termination of this Contract. 3.12 EMERGENCIES 3.12.1 The Contractor shall act as it deems appropriate in an emergency situation threatening personal injury or property damage. An equitable adjustment in compensation and/or time may be determined in a Change Document. 3.13 SUBMITTALS 3.13.1 The Contractor shall submit to the Owner for review and approval all shop drawings, samples, product data, and similar submittals required by the Contract Documents. The Contractor shall be responsible to the Owner for the accuracy and conformity of its submittals to the Contract Documents. The Contractor shall prepare and deliver its submittals to the Owner in a manner consistent with the Project Schedule and in such time and sequence so as not to delay the performance of the Work or the work of the Owner and Others. The review and approval of any Contractor submittal shall not be deemed to authorize deviations, substitutions or changes in the requirements of the Contact Documents unless express written approval is obtained from the Owner specifically authorizing such deviation, substitution or change. In the event that the Contract Documents do not contain submittal requirements pertaining to the Work, the Contractor agrees upon request to submit in a timely fashion to the Owner for review and approval by the Owner any shop drawings, samples, product data, manufacturers' literature or similar submittals as may reasonably be required by the Owner. 3.13.2 The Owner shall be responsible for review and approval of submittals with reasonable promptness to avoid causing delay. 3.13.3 The Contractor shall perform all Work strictly in accordance with approved submittals. Approval of shop drawings is not authorization to Contractor to perform Extra Work or Changed Work, unless the procedures of Article 8 are followed. The Owner's approval does not relieve the Contractor from responsibility for Defective Work resulting from errors or omissions of any kind on the approved Shop Drawings. 3.13.4 Current record copies incorporating field changes and selections made during construction of the following are to be maintained at the Project site and available to the Owner upon request: drawings, specifications, addenda, Change Document and other modifications, and required submittals including product data, samples and shop drawings. 3.13.5 No substitutions shall be made in the Work unless permitted in the Contract Documents and then only after the Contractor obtains all approvals required under the Contract Documents for substitutions. 3.14 PROFESSIONAL SERVICES The Owner, through its Designer, shall provide all professional services required for AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) © 1997, The Associated General Contractors of America the completion of the Work. The Contractor shall not ' be required to provide professional services which constitute the practice of architecture or engineering unless the Contractor needs to provide such services in order to carry out its responsibilities for construction means and methods. The Contractor shall not be required to provide such services in violation of existing laws, rules and regulations in the jurisdiction where the Project is located. 3.15 SITE CONDITIONS 3.15.1 PRE -BID SITE VISIT The Contractor acknowledges that it has visited, or has had the opportunity to visit, the Project site to visually inspect the general and local conditions which could affect the Work. 3.15.2 POST -CONTRACT FIELD CONDITIONS The Contractor shall compare its field measurements and observations with the Contract Documents and any other information before commencing the Work. The Contractor shall promptly report any recognized errors, inconsistencies or omissions to the Owner. If the Contractor fails to report to the Owner any recognized errors, inconsistencies or omissions, the Contractor shall be liable to the Owner for damages resulting therefrom. 3.15.3 CONCEALED OR UNKNOWN SITE CONDITIONS It the conditions at the site are (a) subsurface or other physical conditions which are materially different from those indicated in the Contract Documents, or (b) unusual or unknown physical conditions which are materially different from conditions ordinarily encountered and generally recognized as inherent in Work provided for in the Contract Documents, then prompt notice shall be given to all affected parties before the conditions are disturbed, but in no event later than seven (7) days after discovery. If appropriate, an equitable adjustment to the Contract Price and Contract Time shall be made by Change Document. If agreement cannot be reached by the parties, the party seeking an adjustment in the Contract Price or Contract Time may assert a Claim in accordance with the Contract Documents. 3.16 PERMITS AND TAXES 3.16.1 Contractor shall give public authorities all notices required by law and, except for permits and fees which are the responsibility of the Owner pursuant to Paragraph 4.4, shall obtain and pay for all necessary permits, licenses and renewals pertaining to the Work. The entire cost of obtaining all necessary notices, permits, licenses and renewals is included in the Contract Price. Contractor will provide to Owner copies of all notices, permits, licenses and renewals required under this Contract. 3.16.2 Contractor shall pay all applicable taxes legally enacted when bids are received or negotiations concluded for the Work provided by the Contractor. 3.16.3 The Contractor shall be compensated for additional costs resulting from laws, ordinances, rules, regulations and taxes enacted after the date of this Agreement. 3.16.4 If in accordance with the Owner's direction an exemption is claimed for taxes, the Owner agrees to defend, indemnify and hold the Contractor harmless from any liability, penalty, interest, fine, tax assessment, attorneys fees or other expense or cost incurred by the Contractor as a result of any C action taken by the Contractor in accordance with the Owner's direction. 3.17 CUTTING, FITTING AND PATCHING 3.17.1 The Contractor shall ensure the performance of all cutting, fitting and patching required to coordinate the various parts of the Work and to prepare its Work for the work of the Owner or Others by the Contract Documents. 3.17.2 Cutting, patching, or altering the Work or the work of the Owner or Others shall be done with the prior written approval of the Owner and the consent of the Contractor or Others as appropriate. Such consent shall not be unreasonably withheld. 3.18 CLEANING UP 3.18.1 The Contractor shall at all times during its performance of the Work keep the Worksite clean and free from debris resulting from the Work. Prior to discontinuing Work in an area, the Contractor shall clean the area and remove all rubbish and its construction equipment, tools, machinery, waste and surplus materials. Contractor shall make provisions to minimize and confine dust and debris resulting from construction activities. 3.18.2 If the Contractor fails to immediately commence compliance with cleanup duties within forty-eight (48) hours after written notification from the Owner of non-compliance, the Owner may implement appropriate cleanup measures without further notice and the cost thereof shall be deducted from any amounts due or to become due the Contractor. 3.19 ACCESS TO WORK The Contractor shall facilitate the access of the Owner and Others to Work in progress. 3.20 CONFIDENTIALITY Contractor agrees that it will treat as confidential information and not disclose to third persons or use for its own benefit any of Owner's developments, confidential information, know-how, discoveries, production methods and the like that may be disclosed to Contractor or which Contractor may acquire in connection with the Work. 3.20.1 Any drawings, plans, specifications, analyses, proposals, reports, photographs, models or other information, data or documents proprietary to the Owner but not relating to the Contractor's means, methods, techniques or processes (whether in raw, preliminary or final form) which are developed by the Contractor while performing Work under this Agreement belong to the Owner and are Owner's confidential information. ARTICLE 4 OWNER'S RESPONSIBILITIES 4.1 INFORMATION AND SERVICES Any information or services to be provided by the Owner shall be provided in a timely manner. 4.2 FINANCIAL INFORMATION Prior to commencement of the Work and thereafter at the written request of the Contractor, the Owner shall provide the Contractor with evidence of Project financing. Evidence of such financing AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) shall be a condition precedent to the Contractor's commencing or continuing the Work. The Contractor shall be notified prior to any material change in Projects financing. 4.3 SITE. INFORMATION Except to the extent that the Contractor knows of any inaccuracy, the Contractor is entitled to rely on the following site information to be furnished at the Owner's expense and with reasonable promptness. .1 information describing the physical characteristics of the site, including surveys, site evaluations, legal descriptions, data or drawings depicting existing conditions, subsurface and environmental studies, reports and investigations; .2 structural, mechanical, chemical, air and water pollution tests, tests for hazardous materials, and other laboratory and environmental tests, inspections and reports required by law; and .3 any other information or services requested in writing by the Contractor which is relevant to the Contractor's performance of the Work and under the Owner's control. The surveys and legal information shall include, as applicable, grades and lines of streets, alleys, pavements and adjoining property and structures; adjacent drainage; rights -of -way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and necessary data pertaining to existing buildings, other improvements and trees; and information concerning available utility services and lines, both public and private, above and below grade, including inverts and depths. All information on the survey shall be referenced to a project benchmark. 4.4 BUILDING PERMIT, FEES AND APPROVALS Except for those permits and fees related to the Work which are the responsibility of the Contractor pursuant to Paragraph 3.16, the Owner shall secure and pay for all other permits, approvals, easements, assessments and fees required for the development, construction, use or occupancy of permanent structures or for permanent changes in existing facilities, including the building permit. 4.5 MECHANICS LIEN INFORMATION Within seven (7) days after receiving the Contractor's written request, the Owner shall provide the Contractor with the information necessary to give notice of or enforce mechanics lien rights and where applicable stop notices. This information shall include the Owner's interest in the real property on which the Project is located and the record legal title. 4.6 CONTRACT DOCUMENTS Unless otherwise specified, Owner shall provide a reasonable number of the Contract Documents to the Contractor without cost. 0 4.7' OWNER'S REPRESENTATIVE The Owner's representative is,TACnRSSnN ONSTR ('-TT0N MANAr'FMFNT The representative or the representative's designee: .1 shall be fully acquainted with the Project; .2 agrees to furnish the information and services required of the Owner pursuant to Paragraph 4.3 so as not to delay the Contractor's Work; and .3 shall have authority to bind the Owner in all matters requiring the Owner's approval, authorization or written notice. If the Owner changes its representative or the representative's authority as listed above, the Owner shall immediately notify the Contractor in writing. 4.8 STOPPING THE WORK If the Contractor is continually negligent in its performance of the Work in accordance with the Contract Documents or fails to correct Defective Work as required in Paragraph 3.8, the Owner may order the Contractor in writing to stop the Work or any portion of the Work until such negligent performance or failure is rectified. The Owner's right to stop the Work, however, does not create a responsibility to do so except in an emergency or in the mitigation of damages. 4.9 CUTTING AND PATCHING As . described in Subparagraph 3.17.2, the Owner and Others have the same responsibility for cutting, patching, or altering the Work as the Contractor. 4.10 OWNER'S RIGHT TO CLEANUP In case of a dispute between the Contractor and Others with regard to respective responsibilities for cleaning up at the site, the Owner may implement appropriate cleanup measures and apportionately allocate the cost among those responsible. ARTICLE 5 SUBCONTRACTS 5.1 SUBCONTRACTORS The Work not performed by the Contractor with its own forces shall. be performed by Subcontractors. 5.2 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK 5.2.1 As soon after the award of the Contract as possible the Contractor shall provide the Owner with a written list of the proposed Subcontractors and significant material suppliers. If the Owner has a reasonable objection to any proposed Subcontractor or material supplier, the Owner shall notify the Contractor in writing. Failure to promptly object shall constitute acceptance. AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) 5.2.2 If the Owner has reasonably and promptly objected as provided in Subparagraph 5.2.1, the Contractor shall not contract with proposed Subcontractor or material supplier, and the Contractor shall propose another acceptable to the Owner. An appropriate Change Document shall reflect any increase or decrease in the Contract Price or Contract Time required by the substitution. 5.3 BINDING OF SUBCONTRACTORS AND MATERIAL SUPPLIERS The Contractor agrees to bind every Subcontractor and material supplier (and require every Subcontractor to so bind its subcontractors and material suppliers) to all the provisions of this Agreement and the Contract Documents as they apply to the Subcontractor's and material supplier's portions of the Work. 5.4 LABOR RELATIONS (Insert here any conditions, obligations or requirements relative to labor relations and their effect on the Project. Legal counsel is recommended.) 5.5 CONTINGENT ASSIGNMENT OF SUBCONTRACTS 5.5.1 If this Agreement is terminated, each subcontract agreement is assigned by the Contractor to the Owner, subject to the prior rights of any surety provided that: .1 the Contract is terminated by the Owner pursuant to Paragraphs 11.3 or 11.4; and .2 the Owner accepts such assignment after termination by notifying the Subcontractor and Contractor in writing. J.J.a1 If 111e Owner aCCeats Such art assigrtrnont, and the Work has been suspended for more than thirty (30) consecutive days, the Subcontractor's compensation shall be equitably adjusted as a 'result of the suspension. ARTICLE 6 CONTRACT TIME 6.1 PERFORMANCE OFTHE WORK 6.1.1 DATE OF COMMENCEMENT The Date of Commencement is the effective date of this Agreement as first written in Article 2 unless otherwise set forth below: (Insert here any special provisions concerning Notices to Proceed and the Date of Commencement.) 6.1.2 TIME Substantial Completion of .the Work shall be achieved in ( ) Days from the Date of Commencement. Unless otherwise specified, the Work shall be finally complete within ( ) days after the date of Substantial Completion, subject to adjustments as provided for in the Contract Documents. 6.1.3 Time limits stated in the Contract Documents are of the essence. 6.1.4 Unless instructed by the Owner in writing, the Contractor shall not knowingly commence the Work before the effective date of insurance that is required to be provided by the Contractor or the Owner. 6.2 OWNER'S RIGHT TO DETERMINE THE ORDER OF . CONTRACTOR'S ACTIVITIES 6.2.1 Before submitting the first application for payment, the Contractor shall submit to the Owner a progress construction schedule document which will specify the dates on which the Contractor plans to begin and complete various parts of the Work, including dates on which information and approvals are required from the Owner. On the Owner's written approval of the schedule, the Contractor shall comply with it unless directed by the Owner to do otherwise. The Contractor will update the schedule on a monthly basis or at appropriate intervals as required by the conditions of the Work and the Project. 10 AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) 1997, The Associated General Contractors of America u 6.2.2 The Owner may determine the sequence in which the Work is performed, provided it does not unreasonably interfere with the approved project schedule. The Owner may require the Contractor to make reasonable changes in the sequence at any time during the performance of the Work in order to facilitate the performance of work by the Owner or Others. To the extent such changes increase Contractor's time and costs the Contract Price and Contract Time shall be equitably adjusted including ' -a reasonable overhead and profit resulting from the change in sequence. 6.2.3 The Owner, for any reason, may require the Contractor at any time to perform any portion of the Work on an overtime basis or may require the Contractor not to perform any portion of the Work on an overtime basis. If the Owner requires overtime Work, the overtime portion will be considered Extra Work, provided the Owner exercised its right to accelerate the scheduled completion date or to promote the Owner's interests. Overtime Work required to enable the Contractor to meet a scheduled completion date or to correct Defective Work is not Extra Work. The Contract Price, the Contract Time. or both will be increased or changed under Article 8 for all overtime Work constituting Extra Work. In no event will an increase in the Contract Price be greater than an amount equal to the additional costs incurred by the Contractor as a result of the overtime Work (i.e., the overtime premium portion of the applicable wage rates plus the payroll taxes, insurance, and overhead and profit applicable to the overtime premium portion of the applicable wage rates). 6.3 DELAYS AND EXTENSIONS OF TIME 6.3.1 The Contract Time shall be equitably extended by Change Document if the Contractor is delayed at any time in the commencement or the progress of the Work by any justifiable cause beyond the Contractor's control including but not limited to any of the following: an act or omission of the Owner or Others; changes ordered in the Work, including multiple changes issued in a short period of time whose cumulative impact may cause delay; labor disputes; fire; hazardous materials; adverse weather conditions not reasonably anticipated; concealed or unknown conditions; or delay authorized by the Owner pending dispute resolution. 6.3.2 In the event delays to the Work are encountered for any reason, the Owner and Contractor agree to undertake reasonable steps to mitigate the effect of such delays. Subject to the provisions of Article 12, if either party is entitled to additional costs as a result of such mitigation, they shall be recoverable. 6.4 DELAY CLAIMS Subject to the provisions of Articles 8 and 12, it the Contractor is entitled to recover additional costs incurred and/or to have an adjustment in the Contract Time as a result of events set forth in Subparagraph 6.3.1, those costs shall be recoverable and an equitable time extension granted. Subject to Paragraph 10.2, to the extent the Contractor causes delay in the completion of the Work, the Owner shall be entitled to recover its additional costs following the procedures established in Articlo 12. ARTICLE 7 CONTRACT PRICE 7.1 LUMP SUM As full compensation for performance by the Contractor of this Agreement, the Owner agrees to pay the Contractor the lump sum price of _NINETY SIX THOUSAND ,FTVE HDINDRP.D TEN DQI.I.ARS AND 5W.1100 Dollars ($9 6 , 5.1 0 _5 0 ) subject to additions and deductions as provided for in this Agreement. The lump sum price is hereinafter referred to as the Contract Price. 7.2 ADJUSTMENTS The Contract Price is subject to increase or decrease solely as provided in Article 8. The Contract Price, including authorized adjustments, is the total amount payable by the Owner to the Contractor for performance of the Work under the Contract Documents. 7.3 ALLOWANCES 7.3.1 All allowances stated in the Contract Documents shall be included in the Contract Price. While the Owner may direct the amounts of and particular suppliers for specific allowance items, if the Contractor reasonably objects to a supplier, it cannot be required to contract with them. The Owner shall select allowance items in a timely manner so as not to delay the Work. 7.3.2 Allowances shall include the costs of materials and equipment delivered to the site less applicable trade discounts and including requisite taxes, unloading and handling at the Project site, and labor and installation. The Contractor's overhead and profit for the allowances shall be included in the Contract Price, but not in the allowances. The Contract Price shall be adjusted by Change Document to reflect the actual costs when they are greater than or less than the allowances. ARTICLE 8 CHANGES 8.1 CHANGE DOCUMENTS 8.1.1 The Owner, without invalidating the Contract, may order changes in the Work within the general scope of the Contract consisting of additions, deletions or other revisions, the Contract. Price and the Contract Time being adjusted accordingly. All such changes in the Work shall be authorized by applicable Change Document, and shall be performed under the applicable conditions of the Contract Documents. The Owner and Contractor shall negotiate in good faith an appropriate adjustment to the Contract Price and Contract Time and shall conclude these negotiations as expeditiously as possible. Acceptance of the Change Document and any adjustment in the Contract Price or the Contract Time shall not be unreasonably withheld. 11 AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) 0 1997, The Associated General Contractors of America ti.1.2 A Change Document is a written order signed by the Owner and the Contractor after execution of this Agreement, indicating changes in the Work and substitutions proposed by the Contractor and accepted by the Owner within the general scope of the Agreement. All such changes in the Work shall be performed under the applicable conditions of the Contract Documents. The Contract Price and the Contract Time may be modified only by Change Document. A Change Document signed by the Contractor indicates agreement therewith, including the adjustment in the Contract Price or the Contract Time. 8.2 COST OR CREDIT DETERMINATION 8.2.1 The cost or credit to the Owner resulting from a change in the Work shall be determined in one or more of the following ways: .1 by mutual acceptance of an itemized lump sum; .2 by unit prices as indicated in the Contract Documents or as subsequently agreed to by the parties; .3 by costs determined in a manner acceptable to the parties and a mutually acceptable fixed or percentage fee; or .4 by the method provided below If none of the methods set forth above is agreed upon, or if the proposed work must be expedited, the Contractor, provided it receives from the Owner a written order to proceed with a representation that a Change Document will be promptly signed by the Owner, shall promptly proceed with the Work involved. Absent an agreement to one of the above methods, the cost of such Work shall then be determined on the basis of reasonable expenditures and savings of those performing the Work attributable to the change, including, in case of an increase in the Contract Price, a reasonable allowance for overhead and profit. The Contractor shall keep and present, in such form as the Owner may prescribe; an itemized accounting together with appropriate supporting data for inclusion in a Change Document. Unless otherwise provided in the Contract Documents, costs shall be limited to the following: cost of materials, supplies and equipment, including sales tax and cost of delivery; costs of labor, including employee benefits, social security, retirement, unemployment, and workers compensation insurance required by law, agreement or under Contractor's standard personnel policy; bond and insurance premiums; rental value of equipment and machinery; costs of field office personnel and supervision; and fees and taxes related to the change. Pending final determination of cost to the Owner, interim Change Documents shall be issued each month for costs incurred in the past month. Payments on account for such costs shall be made on the Certificate of Payment, and the Contract Price shall be increased accordingly. 8.2.2 Adjustments shall be based on net change in Contractor's reasonable cost of performing the changed Work plus, in the case of a net increase in cost, an agreed upon Fee not to exceed TEN percent ( 10 %). For purposes of determining such adjustment, the allowable cost of equipment rental for any Extra Work, if a lump sum is not agreed on, shall be subject to guidelines established by the Owner and set forth in Paragraph 13.9. 8.3 UNIT PRICES If unit prices are indicated in the Contract Documents or are subsequently agreed to by the parties, but the character or quantity of such unit items as originally contemplated is so different in a proposed Change Document that the original unit prices will cause substantial inequity to the Owner or the Contractor, such unit prices shall be equitably adjusted. 8.4 PERFORMANCE OF CHANGED WORK The Contractor shall not be obligated to perform Changed Work until a Change Document has been executed by the Owner and Contractor. ARTICLE 9 PAYMENT 9.1 SCHEDULE OF VALUES 9.1.1 Within twenty-one (21) calendar days from the date of execution of this Agreement, the Contractor shall prepare and submit to the Owner a Schedule of Values apportioned to the various divisions or phases of the Work. Each line item contained in the Schedule of Values shall .be assigned a monetary price such that the total of all such items shall equal the Contract Price. 9.2 PROGRESS PAYMENTS 9.2.1 APPLICATIONS The Contractor shall submit to the Owner a monthly application for payment no later than (Choose one of the following.): XIXtXQ{XXXXXXXXXXX)MXMfXtp (KWMMMXM ft*RRnWXRfttXkVkftX,nX .2 the twenty-fifth (25th) of the month for Work performed that month. Subcontractor's applications for payment shall be itemized and supported by the Contractor's Schedule of Values and any other substantiating data as required by this Agreement. Payment applications may include payment requests on account of properly authorized interim Change Documents. The Owner shall pay the amount otherwise due on any payment application, less any amounts as set forth below, no later than twenty (20) calendar days after the Contractor has submitted a complete and accurate payment application. The Owner may deduct, from any progress payment, such amounts as may be retained pursuant to Subparagraph 9.2.4 below. 9.2.2 STORED MATERIALS AND EQUIPMENT If approved by the Owner, applications for payment may include materials and equipment not incorporated into the Work but delivered to and suitably stored on -site, or off -site and applicable insurance, storage and transportation costs to the site. Approval of payment applications for stored materials and equipment shall be conditioned on submission by the Contractor of bills of sale and proof of applicable insurance, or such other procedures satisfactory to the Owner to establish the proper valuation of the stored materials and equipment, the Owner's title to such materials and equipment, and to otherwise protect the Owner's interests therein, including transportation to the site. 12 AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) © 1997. The Associated General Contractors of America 9.2.3 PARTIAL LIEN WAIVERS AND AFFIDAVITS As a prerequisite for payment, the Contractor shall provide, if requested by the Owner, partial lien and claim waivers in the amount of the application for payment and affidavits from its subcontractors, materialmen and suppliers for the completed Work. Such waivers may be conditional upon payment. In no event shall the Contractor be required to sign an unconditional waiver of lien or claim, either partial or final, prior to receiving payment or in an amount in excess of what it has been paid. 9.2.4 RETAINAGE From each progress payment made prior to the time Substantial Completion of the Work has been reached, the Owner shall retain TEN percent ( 10 %), if required, of the amount otherwise due after deduction of any amounts as provided in Paragraph 9.3 of this Agreement. If the Owner chooses to use this retainage provision .1 at the time the Work is fifty percent (50%) complete and thereafter, the Owner shall withhold no more retainage and pay the Contractor the full amount of what is due on account of progress payments; .2 once each early finishing trade contractor has completed its work and that work has been accepted by the Owner, the Owner may release final retention on such Work; .3 in lieu of retainage, the Contractor may furnish securities, acceptable to the Owner, to be held by the Owner. The interest on such securities shall accrue to the Contractor; .4 the Owner may, in its sole discretion, reduce the amount to be retained at any time. 9.3 ADJUSTMENT OF CONTRACTOR'S PAYMENT APPLICATION The Owner may adjust or reject a Contractor payment application or nullify a previously approved Contractor payment application, in whole or in part, as may reasonably be necessary to protect the Owner from loss or damage based upon the following, to the extent that the Contractor is responsible therefor under this Agreement: .1 the Contractor's repeated failure to perform the Work as required by the Contract Documents; .2 loss or damage arising out of or relating to this Agreement and caused by Contractor to the Owner, or others to whom the Owner may be liable; .3 the Contractor's failure to properly pay Subcontractors for labor, materials, equipment or supplies furnished in connection with the Work; .4 nonconforming or Defective Work not corrected in a timely fashion; .5 reasonable evidence of delay in performance of the Work such,that the Work will not be completed within the Contract Time, and that the unpaid balance of the Contract Price is not sufficient to offset any direct damages that may be sustained by the Owner as a result of the anticipated delay caused by the Contractor; and .6 reasonable evidence demonstrating that the unpaid 13 balance of the Contract Price is insufficient to fund the cost to complete the Work. The Owner shall give written notice to the Contractor at the time of disapproving or nullifying an application for payment of the specific reasons therefor. When the above reasons for disapproving or nullifying an application for payment are removed, payment will be made for the amounts previously withheld. 9.4 RESPONSIBILITY FOR LIENS If Owner has made payments in the time required by this Article 9, the Contractor shall , within thirty (30) days after filing, cause the removal of any liens filed against the premises or public improvement fund by any party or parties performing labor or services or supplying materials in connection with the Work. If the Contractor fails to take such action on a lien, the Owner may cause the lien to be removed at the Contractor's expense, including bond costs and reasonable attorney's fees. This Paragraph shall not apply if there is a dispute pursuant to Article 12 relating to the subject matter of the lien. 9.5 ACCEPTANCE OF WORK Neither the Owner's payment of progress payments nor its partial or full use or occupancy of the Project constitutes acceptance of Work not complying with the Contract Documents. 9.6 PAYMENT DELAY If for any reason not the fault of the Contractor, the Contractor does not receive a progress payment from the Owner within seven (7) calendar days after the time such payment is due, as defined in Subparagraph 9.2.1, then the Contractor, upon giving seven (7) calendar days' written notice to the Owner, and without prejudice to and in addition to any other legal remedies, may stop Work until payment of the full.amount owing to the Contractor has been received. The Contract Price and Contract Time shall be equitably adjusted by a Change Document if reasonable cost and delay resulting from shutdown, delay and start-up are incurred by the Contractor. 9.7 SUBSTANTIAL COMPLETION 9.7.1 The Contractor shall notify the Owner when it considers the Substantial Completion of the Work or a portion thereof to have been achieved. The Owner shall promptly conduct_an inspection to determine whether the Work or designated portion thereof can be occupied or utilized for its intended use by the Owner without excessive interference by the Contractor in completing any remaining unfinished Work. If the Owner determines that the Work or designated portion thereof has not reached Substantial Completion, the Owner shall promptly compile a list of items to be completed or corrected so the Owner may occupy or utilize the Work or designated portion thereof for its intended use. The Contractor shall promptly complete all items on the list. 9.7.2 When Substantial Completion of the Work or a designated portion thereof is achieved, the Contractor shall prepare a Certificate of Substantial Completion which shall establish the date of Substantial Completion, recommending the respective responsibilities of the Owner and Contractor for interim items such as security, maintenance, utilities, insurance, and damage to the Work, and fixing the time for completion of all items on the list accompanying the Certificate. The Certificate of Substantial Completion shall be submitted by the Contractor to the Owner for written acceptance of responsibilities assigned in the Certificate. AGC DOCUMENT NO. 200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) 0 1997, The Associated General Contractors of America 9.7.3 Unless otherwise provided in the Certificate of Substantial Completion, warranties required by the Contract Documents shall commence on the date of Substantial Completion of the Work or a designated portion. 9.7.4 Upon acceptance by the Owner of the Certificate of Substantial Completion, the Owner shall pay to the Contractor the remaining retainage held by the Owner for the Work described in the Certificate of Substantial Completion less a sum equal to two hundred percent (200%) of the estimated cost of completing or correcting remaining items on that part of the Work, as agreed to by the Owner and Contractor as necessary to achieve final completion. 9.8 PARTIAL OCCUPANCY OR USE 9.8.1 The Owner may occupy or use completed or partially completed portions of the Work when (a) the portion of the Work is designated in a Certificate of Substantial Completion, (b) appropriate insurer(s) consent to the occupancy or use, and (c) appropriate public authorities authorize the occupancy or use. Such partial occupancy or use shall constitute Substantial Completion of that portion of the Work. The Contractor shall not unreasonably withhold consent to partial occupancy or use. Owner shall not unreasonably refuse to accept partial occupancy. 9.9 FINAL PAYMENT 9.9.1 Upon notification from the Contractor that the Work is complete and ready for final inspection and acceptance the Owner will promptly conduct an inspection to determine if the Work has been completed and is acceptable under the Contract Documents. Uncompleted items shall be completed by the Contractor in a mutually agreed time frame. The Owner shall pay the Contractor monthly the amount retained for unfinished items as each item is completed. 9.9.2 When final completion has been achieved, the Contractor shall prepare for the Owner's acceptance a final application for payment stating that to the best of the Contractor's knowledge, and based on the Owner's inspections, the Work has reached final completion in accordance with the terms and conditions of the Contract Documents. 9.9.3 Final payment of the balance of the Contract Price shall be made to the Contractor within twenty (20) days after the Contractor has submitted a complete and accurate application for final payment. 9.9.4 Final payment and any retained amounts shall be due on the Contractor's submission of the following to the Owner: .1 an affidavit declaring any indebtedness connected with the Work, e.g. payrolls or invoices for materials or equipment, to have been paid, satisfied or to be paid with the proceeds of final payment, so as not to encumber the Owner's property; .2 as -built drawings, manuals, copies of warranties and all other close out documents required by the Contract Documents; .3 release of any liens, conditioned on final payment being received; .4 consent of any surety; and .5 a report of any accidents or injuries experienced by the Contractor or its Subcontractors at the Worksite. 9.9.5 If after Substantial Completion of the Work, the final completion of a portion of the Work is materially delayed through no fault of the Contractor, the Owner.shall pay the balance due for portion(s) of the Work fully completed and accepted. If the remaining contract balance for Work not fully completed and accepted is less than the retained amount prior to payment, the Contractor shall submit to the Owner the written consent of any surety to payment of the balance due for portions of the Work that are fully completed and accepted. Such payment shall not constitute a waiver of claims, but otherwise shall be governed by these final payment provisions. 9.9.6 Final payment shall constitute a waiver of Claims by the Owner except those arising from: .1 unsettled liens, claims, security interests or encumbrances arising out of the contract; .2 failure of the Work to comply with the requirements of the Contract Documents; .3 terms of warranties required by the Contract Documents; or .4 latent defects. 9.9.7 ACCEPTANCE OF FINAL PAYMENT Unless the Contractor, Subcontractor or material supplier provides written identification of unsettled claims with an application for final payment, their acceptance of final payment constitutes a waiver of such claims. 9.10 LATE PAYMENT Payments due pursuant to Subparagraph 9.2.1, less any amount retained pursuant to Subparagraphs 9.2.4 and 9.7.4, and Paragraph 9.9 may bear interest from the date payment is due at the prime rate prevailing at the place of the Project. ARTICLE 10 INDEMNITY, INSURANCE AND WAIVERS 10.1 INDEMNITY 10.1.1 To the fullest extent permitted by law, the Contractor shall defend, indemnify and hold the Owner and Others harmless from all claims 'for bodily injury and property damage, other than to the Work itself and other property insured under Paragraph 10.3.4, that may arise from the performance of the Work to the extent of the negligence attributed to such acts or omissions by the Contractor, Subcontractors or anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable. The Contractor shall not be required to defend, indemnify or hold harmless the Owner or Others for any acts, omissions or negligence of the Owner or Others. 14 AGC DOCUMENT NO. 200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) C 1997, The Associated General Contractors of America 10.1.2 The Owner shall cause any other contractor who may have a contract with the Owner to perform work in the areas where Work will be performed under this Agreement to agree to indemnify the Contractor, Subcontractors or anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable and hold them harmless from all claims for bodily injury and property damage, other than property insured under Paragraph 10.3.4, that may arise from that contractor's operations. Such provisions Shall be in a form satisfactory to the Contractor. 10.2 MUTUAL WAIVER OF CONSEQUENTIAL DAMAGES The Contractor and Owner waive all claims against :aach other for all consequential damages arising out of or rel...ting to this Contract. This mutual waiver includes: .1 damages incurred b, the Owner for ren' tl expenses, for losses of use, inc( me, profit, financ ig, business and reputation, and ;or loss of ma, agement or employee productivity or of the sery ;es of such persons; and .2 damages incurred by the Contract. ,r for principal office expenses . including the co. ipensation of personnel stationed there, for lossr. s of financing, business and reputation, and for loss o profit other than anticipated profits arising directly from: this Project. This mutual waiver is applicable, withou'. limitation, to all consequential damages due to either pay y's termination in accordance with Article 11. Nothing ;ontained in this Subparagraph shall be deemed to pre(:,ude an award of liquidated direct damages, if applicable in :.ccordance with the requirements of the Contract Documents. 10.3 INSURANCE 10.3.1 Prior to the start of Work, the Contractor -shall procure, and maintain in force Workers' Compensation Insurance, Employer's Liability Insurance, Busine:;s Automobile Liability Insurance, and Commercial General Li:,bility Insurance (CGL). The CGL policy shall include coverao for liability arising from premises, operations, independent contractors, products - completed operations, personal inju -y and advertising injury, contractual liability, and broad forr property damage. The CGL will also name the Owner a: an additional insured for liability arising out of the Contracto-'s Work. The Contractor's Employer's Liabi ty, Business Auto Liability, and Commercial General Liability )olicies, as required in this Subparagraph 10.3.1, shall be wr .ten with limits of liability not less than the following: Employer's Liability $1000,000 Bodily Injury by Accident $1, nnn, nf1n Bodily Injury by Disease Business Auto Lability $1 ,nnn , n n n Each Accident 15 Commercial General $_ 1, 000,000 Liability Each Occurrence $1,000,000 General Aggregate $ 1 , onn, 0oo O Products/Completed Operations Aggregate $ 1, 000-, 000 Personal and Advertising Injury Limit 10.3.2 Employer's Liability, Business Auto Liability and Commercial General Liability coverages required under Subparagraph 10.3.1 may be arranged under a single policy for the full limits required or by a combination of underlying policies with the balance provided by Excess and/or Umbrella Liability policies. 10.3.3 The Contractor shall maintain in effect all insurance coverage required under Subparagraph 10.3.1 at the Contractor's sole expense with insurance companies lawfully authorized to do business in the jurisdiction in which the Project is located. If the Contractor fails to obtain or maintain any insurance coverage required under this Agreement, the Owner may purchase such coverage and charge the expense thereof to the Contractor, or terminate this Contract. The policies of insurance required under Subparagraph 10.3.1 shall contain a provision that the coverages afforded under the policies will not be cancelled or allowed to expire until at least thirty days prior written notice has been given to the Owner. The Contractor shall maintain completed operations liability insurance for one year after acceptance of the Work, substantial completion of the Project, or to the time required by the Contract Documents, whichever is longer. The Contractor shall furnish the Owner evidence of such insurance at the time of completion of the Work. Prior to commencement of the Work, Contractor and Owner will furnish each other with reasonably acceptable certificate or certificates of insurance. 10.3.4 The Owner shall be solely responsible for all risk of physical loss or damage to the entire Project including portions of the Work stored off -site, Work in transit, scaffolding, falsework, temporary buildings located at the Project, and tenant improvements. Before the start of Work, the Owner shall obtain and maintain property insurance upon the entire Project for the full cost of replacement at the time of loss. This insurance shall list as named insureds the Owner, Contractor, Subcontractors and Subsubcontractors. This insurance shall be written as a Builder's Risk, "all risk" or equivalent form to cover all risks or physical loss except those specifically excluded by the policy, and shall insure at least against the perils of fire, lightning, explosion, windstorm, and hail, smoke, aircraft (except aircraft, including helicopter, operated by or on behalf of Contractor) and vehicles, riot and civil commotion, theft, vandalism, malicious mischief, debris removal, flood, earthquake, earth movement, water damage, wind, testing if applicable, collapse however caused, and damage resulting from defective design, workmanship or material. The Owner shall be solely responsible for any deductible amounts or coinsurance penalties. AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND -GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) © 1997, The Associated General Contractors of America This insurance shall remain in effect until final payment has been made or until no person or entity other than the Owner has an insurable interest in the property to be covered by this insurance, whichever is sooner. Partial occupancy or use of the Work shall not commence until the Owner has secured the consent of the insurance company or companies providing the coverage required in this Subparagraph 10.3.4. Upon written request of the Contractor, the Owner will provide a copy of the property policy or policies obtained in compliance with this Subparagraph 10.3.4. 10.3.5 If the Owner does not intend to purchase the property insurance required by this Agreement including all of the coverages and deductibles described herein, the Owner shall give written notice to the Contractor before the Work is commenced. The Contractor may then provide insurance to protect its interests and the interests of the Subcontractors and Subsubcontractors in the Work including the coverage of deductibles. The cost of this insurance shall be charged to the Owner in a Change Document. The Owner shall be responsible for all of Contractor's costs reasonably attributed to the Owner's failure or neglect in purchasing or maintaining the coverage described above. 10.3.6 Owner and Contractor waive all rights against each other and their respective employees, agents, contractors, subcontractors and subsubcontractors for damages caused by risks covered by the property insurance in Subparagraph 10.3.4, except such rights as they may have to the proceeds of such insurance and such rights the Contractor may have for the failure of the Owner to obtain and maintain property insur- ance in compliance with Subparagraph 10.3.4. To the extent of the limits of Contractor's Commercial General Liability Insurance specified in Subparagraph 10.3.1 or Dollars ($ ) whichever is more, the Contractor shall indemnify and hold harmless the Owner against any and all liability, claims, demands, damages, loss- es and expenses, including attorney's fees, in connection with or arising out of any damage or alleged damage to any of Owner's existing adjacent property that may arise from the performance of the Work, to the extent of the negligence attrib- uted to acts or omissions by the Contractor, Subcontractor or anyone employed directly or indirectly by any of them or by anyone for whose acts any of them may be liable. 10.3.7 BUSINESS INCOME INSURANCE The Owner, at the Owner's option, may purchase and maintain such insurance as will insure the Owner against loss of use of the Owner's property due to fire or other hazards, however caused. The Owner waives all rights of action against the Contractor for loss of use of the Owner's property, including consequential losses due to fire or other hazards however caused. 10.3.8 OWNER'S LIABILITY The Owner shall obtain and maintain its own liability insurance for protection against claims arising out of the performance of this Agreement, including without limitation, loss of use and claims; losses and expenses arising out of the Owner's errors or omissions. 16 10.4 ROYALTIES, PATENTS AND COPYRIGHTS The Contractor shall pay all royalties and license fees which may be due on the inclusion of any patented or copyrighted materials, methods or systems selected by the Contractor and incorporated in the Work. The Contractor shall defend, indemnify and hold the Owner harmless.from all suits or claims for infringement of any patent rights or copyrights arising out of such selection. The Owner agrees to defend, indemnify and hold the Contractor harmless from any suits or claims of infringement of any patent rights arising out of any patented materials, methods or systems specified by the Owner. ARTICLE 11 TERMINATION OF THE AGREEMENT, SUSPENSION AND NOTICE TO CURE 11.1 SUSPENSION BY OWNER FOR CONVENIENCE 11.1.1 OWNER SUSPENSION Should the Owner order the Contractor in writing to suspend, delay, or interrupt the performance of this Agreement or any part which affects the Work for such period of time as may be determined to be appropriate for the convenience of the Owner and not due to any act or omission of the Contractor or any other person or entity for whose acts or omissions the Contractor may be liable, then the Contractor shall immediately suspend, delay or interrupt that portion of the Work as ordered by the Owner. 11.1.1.1 ADJUSTMENTS The Contract Price and the Contract Time shall be equitably adjusted for the cost and delay resulting from any such suspension, including any increases in the cost of materials, equipment, construction equipment, labor and a reasonable overhead and profit on such increase. 11.1.2 Any action taken by the Owner which is permitted by any other provision of the Contract Documents and which results in a suspension of part or all of the Work, does not constitute a suspension of Work under this Article. 11.2 NOTICE TO CURE If the Contractor refuses or fails to supply enough properly skilled workers, proper materials, and/or equipment, to maintain the approved project schedule in accordance with Article 6, or it fails to make prompt payment to its workers, subcontractors or suppliers, disregards laws, ordinances, rules, regulations or orders of any public authority having jurisdiction, or is otherwise guilty of a material breach of a provision of this Agreement the Contractor may be deemed in default of this Agreement. If the Contractor fails within seven (7) working days after written notification to commence and continue satisfactory correction of such default, with diligence and promptness, then the Owner without prejudice to any other rights or remedies may: .1 supply such number of workers and quantity of materials, equipment and other facilities as the Owner deems necessary for the satisfactory correction of such default, which the Contractor has failed to complete or perform after the aforesaid notice, and charge the cost thereof to the Contractor, who shall be liable for the payment of same including reasonable overhead, profit and attorneys' fees; AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) 0 1997, The Associated General Contractors of America .2 contract with one or more additional trade contractors, to perform such part of the Work as the Owner shall determine will provide the most expeditious correction of the default and charge the cost thereof to' the Contractor; .3 withhold payment of moneys due the Contractor in accordance with Paragraph 9.3 of this Agreement; and .4 in the event of an emergency affecting the safety of persons or property, the Owner may immediately commence and continue satisfactory correction of such default per (A) or (2) above, without first giving written notice to the Contractor, but shall then give prompt written notice of such action to the Contractor. 11.3 OWNER'S RIGHT TO TERMINATE FOR CAUSE 11.3.1 TERMINATION BY OWNER FOR CAUSE If the Contractor fails to commence and satisfactorily continue correction of a default within seven (7) working days after the written notification issued under Paragraph 11.2, or provide the Owner with written verification of positive action that is in process, then the Owner may, in lieu of or in .addition to the remedies set forth in Paragraph 11.2, issue a second written notification to the Contractor. Such notice shall state that if the Contractor fails to commence and continue correction of the default within fourteen (14) working days of the second written notification, this Agreement may be terminated. The Owner also may furnish materials, equipment, appliances or tools and employ such workers or trade contractors as the Owner deems necessary to maintain the orderly progress of the Work. A written notice of termination shall be issued by the Owner to the Contractor at the time this Agreement is terminated. All costs incurred by the Owner in performing the Work, including attorney's fees, shall be deducted from any moneys due or to become due the Contractor under this Agreement. The Contractor shall be liable for the payment of any amount by which such expense may exceed the unpaid balance of the Contract Price. If the unpaid balance of the Contract Price for Work performed in accordance with this Agreement exceeds the expense of finishing the Work, Contractor shall be paid for Work performed in accordance with the Contract Documents up to the amount that the unpaid contract balance exceeds the expense of finishing the Work. Upon request of the Contractor the Owner shall furnish to the Contractor a detailed accounting of the costs incurred by the Owner in finishing the Work. 11.3.2 USE OF CONTRACTOR'S EQUIPMENT If the Owner performs work under this Paragraph 11.3, or subcontracts such work to be so performed, the Owner shall have the right to take and use any materials, implements, equipment, appliances or tools furnished by, belonging or delivered to the Contractor and located at the Project for the purpose of completing any remaining Work. Immediately upon completion of the Work, any remaining materials, implements, equipment, appliances or tools not consumed or incorporated in performance of the Work, and furnished by, belonging to, or delivered to the Project by or on behalf of the Contractor, shall be returned to the Contractor in substantially the same condition as when they were taken, reasonable wear and tear excepted. 17 11.3.3 If the Contractor files a petition under the Bankruptcy Code, this Agreement shall terminate if the Contractor or the Contractor's trustee rejects the Agreement or, if there has been a default, the Contractor is unable to give adequate assurance that the Contractor will perform as required by this Agreement or otherwise is unable to comply with the requirements for assuming this Agreement under the applicable provisions of the Bankruptcy Code. 11.4 TERMINATION BY OWNER FOR CONVENIENCE Upon written notice to the Contractor, the Owner may, without cause, terminate this Agreement with the Contractor. The Contractor shall immediately stop the Work, follow the Owner's instructions regarding shutdown and termination procedures, and strive to mitigate all costs. i 11.4.1 ADJUSTMENTS If the Work is so terminated, the Contractor may recover from the Owner payment for all Work performed in accordance with this Agreement, all costs from the termination, plus a reasonable profit. 11.4.2 If the Owner terminates this Contract pursuant to Paragraphs 11.3 or 11.4, the Contractor shall: .1 execute and deliver to the Owner all papers and take all action required to assign, transfer and vest in the Owner the rights of the Contractor to all Materials and Supplies for which payment has or will be made in accordance with the Contract Documents and all subcontracts, orders and commitments which have been made in accordance with the Contract Documents; .2 exert every effort to reduce to a minimum the Owner's liability for subcontracts, orders and commitments which have not been fulfilled at the time of the termination; .3 cancel any subcontracts, orders and commitments as the Owner directs; and .4 sell at prices approved by the Owner any Materials and Supplies as the Owner directs with all proceeds paid or credited to the Owner as Owner directs. 11.5 CONTRACTOR'S RIGHT TO TERMINATE 11.5.1 Upon seven (7) days' written notice to the Owner, the Contractor may terminate this Agreement if the Work has been stopped for a thirty (30) day period through no fault of the Contractor for any of the following reasons: .1 under court order or order of other governmental authorities having jurisdiction; .2 as a result of the declaration of a national emergency or other governmental act during which, through no act or fault of the Contractor, materials are not available; or .3 suspension by Owner for convenience pursuant to Paragraph 11.1. AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) 0 1997, The Associated General Contractors of America 11b.5.2 The Contractor may terminate the Agreement for any of the following reasons: .1 if the Owner fails to furnish reasonable evidence that sufficient funds are, available and committed for the entire cost of the Project in accordance with Paragraph 4.2 of this Agreement, or .2 if the Owner assigns this Agreement over the Contractor's reasonable objection, .3 if the Owner fails to pay the Contractor in accordance with this Agreement and the Contractor has complied with Paragraph 9.6, .4 if the Owner otherwise materially breaches this Agreement. 11.5.3 Upon termination by the Contractor in accordance with Paragraph 11.5, the Contractor shall be entitled to recover from the Owner payment for all Work executed and for any proven loss, cost or expense in connection with the Work, plus all demobilization costs -and reasonable damages plus a reasonable profit. 11.6 OBLIGATIONS ARISING BEFORE TERMINATION Even after termination pursuant to Article 11, the provisions of this Agreement still apply to any Work performed, payments made, events occurring, costs charged or incurred or obligations arising before the terr.-iination date. ARTICLE 12 DISPUTE RESOLUTION 12.1 WORK CONTINUA14CE AND PAYMENT Unless otherwise agreed in writing. the Contractor shall continue the Work and maintain the approved schedules during any dispute resolution proceedings. If the Contractor continues to perform, the Owner shall continue to make payments in accordance with the Agreement. 12.2 INITIAL DISPUTL RESOLUTION If a dispute arises out of or relates to this Agreement" or its breach, the parties shall endeavor to settle t'.te dispute first through direct discussions. If the dispute canm)t be settled through direct discussions, the parties shall endeavor to settle the dispute by mediation under the Construction Industry Mediation Rules of the American Arbitration Association before recourse to the dispute resolution procedures contained in this Agreement. Once one party files a request for mediation with the other contracting party and with the American Arbitration Association, the parties agree to conclude such mediation within sixty (60) days of filing of the request. Either party may terminate the mediation at any time after the first session, but the decision to terminate must be delivered in person by the party's representative to the other party's representative and the mediator. 12.3 EXHIBIT NO. 1 If the dispute cannot be settled by mediation within sixty (60) days, the parties shall submit the dispute to any dispute resolution process set forth in Exhibit No. 1 to this Agreement. 12.4 MULTIPARTY PROCEEDING The parties agree that all parties necessary to resolve a claim shall be parties to the same dispute resolution proceeding. Appropriate provisions shall be included in all other contracts relating to the Work to provide for the consolidation of such dispute resolution procedures. 12.5 COST OF DISPUTE RESOLUTION The prevailing party in any dispute arising out of or relating to this Agreement or its breach that is resolved by the dispute resolution process set forth in Exhibit No. 1 to this Agreement shall be entitled to recover from the other party reasonable attorneys fees, costs and expenses incurred by the prevailing party in connection with such dispute resolution process. 12.6 LIEN RIGHTS Nothing in this Article shall limit any rights or remedies not expressly waived by the Contractor which the Contractor may have under lien laws. ARTICLE 13 MISCELLANEOUS PROVISIONS 13.1 ASSIGNMENT Neither the Owner nor the Contractor shall assign their interest in this Agreement without the written consent of the other except as to the assignment of proceeds. The Owner and Contractor respectively bind themselves, their partners, successors, assigns and legal representatives to the other party hereto and to partners, successors, assigns and legal representatives of such other party in respect to covenants, agreements and obligations contained in the Contract Documents. Neither party to this Agreement shall assign the Contract as a whole without written consent of. the other except that the Owner may assign the Contract to a wholly owned subsidiary of Owner when Owner has fully indemnified Contractor or to an institutional lender providing construction financing for the Project as long as the assignment is no less favorable to the Contractor than this Agreement. The Contractor shall execute all consents reasonably required to facilitate such assignment. In such event, the wholly owned subsidiary or lender shall assume the Owner's rights and obligations under the Contract Documents. However, if the Contractor has a reasonable objection to such assignment, it shall have the right to terminate this Agreement as provided in Subparagraph 11.5.2.2. 'If either party attempts to make such an assignment, that party shall nevertheless remain legally responsible for all obligations under the Contract, unless otherwise agreed by the other party. 13.2 GOVERNING LAW This Agreement shall be governed by the law in effect at the location of the Project. 13.3 SEVERABILITY The partial or complete invalidity of any one or more provisions of this Agreement shall not affect the validity or continuing force and effect of any other provision. 13.4 NO WAIVER OF PERFORMANCE The failure of either party to insist, in any one or more instances, on the performance of any of the terms, covenants or conditions of this Agreement, or to exercise any of its rights, shall not be construed as a waiver or relinquishment of such term, covenant, condition or right with respect. to further performance. 18 AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENTAND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) © 1997, The Associated General Contractors of America 13.5TITLES AND GROUPINGS The title given to the Articles of this Agreement are for ease of reference only and shall not be relied upon or cited for any other purpose. The grouping of the articles in this Agreement and of the Owner's specifications under the various headings is solely for the purpose of convenient organization and in no event will the grouping of provisions, the use of paragraphs or the use of headings be construed to limit or. alter the meaning of any provisions. 13.6 JOINT DRAFTING The parties hereto expressly agree that this Agreement was jointly drafted, and that they both had opportunity to negotiate its terms and to obtain the assistance of counsel in reviewing its terms prior to execution. Therefore, this Agreement shall be construed neither against nor in favor of either party, but shall be construed in a neutral mannor. 13.7 RIGHTS AND' REMEDIES The parties' rights, liabilities, responsibilities and remedies with respect to this Agreement, whether in contract, tort, negligence or otherwise shall be exclusively those expressly set forth in this Agreement. . 13.7.1 The parties agree to look solely to each other with respect to the performance of this Agreement. This Agreement and each and every provision hereof is for the exclusive benefit of Owner and Contractor and not for the benefit of any third party, and no third party shall be entitled to rely upon or enforce the terms of this Agreement, or to be a third party beneficiary thereof, except to the extent expressly provided in this Agreement. 13.8 PRECEDENCE If any provision of this Agreement. conflicts with or is inconsistent with any other provision of other Contract Documents, the provision of this Agreement governs, unless the other provision specifically refers to the provision it supersedes and replaces in this Agreement. 13.9 OTHER PROVISIONS THE FOLLOWING ITEMS ARE HEREBY MADE A PART OF THIS CONTRACT: 1.BID DOCUMENTS 2.ANY AND ALL ADDENDUMS &'PLAN REVISIONS 3.SPECIFICATIONS FOR STORM DRAIN IMPROVEMENTS 4.IN CASE OF EXTRA WORK NOT IN CLUDED IN BID DOCUMENTS, UNIT PRICES SHALL BE IN ACCORDANCE WITH SUB -CONTRACTORS BID PROPO- SAL DATED 03/24/00 5.PIPE "B" ENDS AT DRYWELL NO.1 .6.PIPE "C" ENDS AT DRYWELL.NO.2 7.CONTRACT INCLUDES DRYWELL NO. &2 .op E ARTICLE 14 CONTRACT DOCUMENTS 14.1 The. Contract Documents in existence at the time of execution of this Agreement are as follows: O STREET IMPROVEMENT PLAN S,SHEETS 1 THRU 7, AS PREPARED BY THE REITH COMPANIES, PALM DESERT DIVISIONS, AND APPROVED BY THE CITY OF LA QUINTA DATED 03/21/00 19 AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) 1997, The Associated General Contraclors of America 14.2 INTERPRETATION OF CONTRACT DOCUMENTS 14.2.3 Where figures or memoranda are given, they will be preferred to scale dimensions. 14.2.1 The Owner's drawings and specifications are complementary. If Work is shown only on one but not on the other, the Contractor shall perform the Work as though fully described on both consistent with the Contract Documents and reasonably inferable from them as being necessary to produce the indicated results. 14.2.2 In case of conflicts between the Owner's drawings and specifications, the specifications govern. In any case of omissions or errors in figures, drawings or specifications, the Contractor shall immediately submit the matter to the Owner for clarification. The Owner's clarifications are final and binding on all parties subject to an equitable adjustment in Contract Time or Price pursuant to Article 8. 14.2.4 Any terms which have well-known technical or trade meanings, unless otherwise specifically defined in the Contract Documents, will be interpreted in accordance with their well-known meanings. This Agreement is entered into as of the date entered in Article 1. RAYMOND T. TROLL TRUST OWNER: 111 VENTURE, LLC ATTEST: ♦ BY: ATTEST: Id PRINTTITLE: MANAGING PARTNER O ♦ CONTRACTOR: JONES BROS - CONSTRUCTTOI+ .CO. ♦ BY: 20 PRINT NAME: PRINT TITLE: u O AGC DOCUMENT NO.200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) 0 1997, The Associated General Contractors of America Exhibit No.1, dated , m STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) DISPUTE RESOLUTION MENU Pursuant to Subparagraph 12.3, if neither direct discussions nor mediation successfully resolve the Claim, the parties agree the following shall be used to resolve the Claim. (Check the appr priate selection(s). These procedures can -be used singularly, or progressively as agreed to by the parties.) X DispW.e Review Board The Dispute Review Board is composed of one member selected by the Owner, one selected by the Contractor, and a third member selected by the two Owner and Contractor selected members. This Board shall be selected by the time construction commences, shall meet periodically, and shall make advisory decisions which may be introduced into evidence at any subsequent dispute resolution prr;cess. If a Dispute Review Board is selected.,.it is understood its review will precede mediation. A, Ivisory Arbitration Advisory Arbitration shall be pursuant to the Construction Industry Rules of the o F.merican Arbitration Association. Mini Trial Each party, in the presence of top management, shall submit its position to a mutually selected O individual who shall make a non -binding recommendation to the parties. Such advisory decision may be introduced into evidence at any subsequent dispute resolution process. Binding Arbitration Binding Arbitration shall be pursuant to the Construction Industry Rules of the American Arbitration Association unless the parties mutually agree otherwise. A written demand for arbitration shall be filed with the American Arbitration Association and the other party to the Agreement within a reasonable time after the dispute or claim has arisen, but in no event after the applicable statute of limitations for a legal or equitable proceeding would have run. The location of the arbitration proceedings shall be at the office of the American Arbitration Association nearest the Project site, unless the parties agree otherwise. The arbitration award shall be final. Notwithstanding Paragraph 13.2, this agreement to arbitrate shall be governed by the Federal Arbitration Act and judgment upon the award may be confirmed in any court having jurisdiction. Litigation Action may be filed in the appropriate state or federal court located in the jurisdiction in which o the Project is located. 1PV AGC DOCUMENT NO. 200 • STANDARD FORM OF AGREEMENT AND GENERAL CONDITIONS BETWEEN OWNER AND CONTRACTOR (Where the Contract Price is a Lump Sum) 0 1997, The Associated General Contractors of America JONES BROS. CONSTRUCTION CO. GRADING, PAVING, UNDERGROUND AND EQUIPMENT RENTALS 85-989 AVENUE 52 • P. O. BOX 905 • COACHELLA, CA 92236 TELEPHONE (760) 347-2291 LIC. NO.172092 PROPOSAL NO. 024-A CONTRACT NO. PROPOSAL SUBMITTED TO: PHONE DATE (720) 870-0743 3124100 NAME: PROJECT JACOBSON ENGINEERING STORM DRAIN ADDRESS: LOCATION: LA QUINTA CITY AND STATE: ARCHITECT/ENGINEER: DATE OF PLANS KEITH COMPANY Oct-99 ATTENTION: PROJECT PLANS NO. AND TITLE BOB NEWBAUR STREET IMPROVEMENT STORM DRAIN We hereby propose to furnish the necessary equipment, labor, and materials required to perform the following works: ITEM # DESCRIPTION QUANTITY UNIT PRICE TOTAL PRICE 1.) 30" RCP (D=1250) 403 LF $ 49.51 $19,952.53 2.) 24" RCP (D=1250) 40 LF $ 46.13 $1,845.20 3.) RETRO DRYWELL 1 EA $ 7,700.00 $7,700.00 4.) CATCH BASIN 7' X 7' 2 EA $ 4,790.00 $9,580.00 6.) 36" RCP (D=1250) 263 LF $ 56.00 $14,728.00 7.) CATCH BASIN 5' X 11' 2 EA $ 4,175.00 $8,350.00 9.) 30" RCP (D=1750) 9 FA / 1>eu $ 46.31 10.) CATCH BASIN ON DRYWELL 2 EA $ 8,580.00 $17,160.00 11.) CATCH BASIN 4' X 12' 1 EA • $ 4,830.00 $4,830.00 TOTAL PRICES BASED ON UNAPPROVED PLANS SUBJECT TO CHANGE ON RECEIPT OF APPROVED PLANS SEE ATTACHED STIPULATIONS The following General and Special Provisions aattached to and made a part of Permit No. re GENERAL PROVISIONS The following shall always apply: ENROACHMENT ON PRIVATE PROPERTY: - This permit authorizes work to be accomplished within City of La Quints, right of way ONLY. Whenever concoction extends within private property, it is the responsibility of the permittee for his contractors to secure permission from abutting property owners. Such authorization must be secured by the permittee prior to starting work. TRAC LAYING CONSTRUCTION EQUIPMENT: Cleated tracklaying construction equipment shall not be permitted to operate on any paved surface unless fitted with smooth -faced street pads. All mechanical outriggers shall be fitted with rubber street shoes to protect the paving during excavations. Rubber -tired equipment only shall be used in backfill operations in paved areas. If the existing pavement is scarred, spalled, or broken during the term of this contract, or if the pavement is marred, City of La Quints shall request that these portions of road be resurfaced over their entire width. Resurfacing shall consist of one coat of two inches (2') of A.C. surfacing plus appropriate seal cost as specified above. PROTECTION OF TRAFFIC: All excavations and work areas shall be properly lighted and barricaded as deemed necessary by the City Engineer or Le Quints, City Public Works inspectors. Suitable detours and detour signs shall he placed and maintained for the duration of the project. The City shall be notified.24 hours in advance of any traffic detours or delineations. CARE OF DRAINAGE STRUCTURES: Any drainage structure including corrugated metal pipe, concrete pipe, steel culvert and concrete structures encountered during excavation which necessitate removal shall be replaced in kind. In the event it becomes necessary to remove or cut existing drainage structures, City of la Quinta shall be notified prior to commencement of this work. Drainage structures and open drains shall be kept free of debris at all times for proper drainage. RIGHT OF WAY CLEANUP. Any surplus material resulting from excavation and. backfill operations shall' be removed from the right of way. All paved surfaces shall be broomed clean of earth and other objectionable materials immediately after backfill and'compaction. Existing gutter line and drainage ditches shall be replaced to their original standard or better. All excess material shall be removed prior to paving. Water tanker shall be used, as required, to sprinkle the job site to keep down dust conditions and shall be.used immediately after backfill. DE -WATER OPERATIONS: If de -watering operations are required and pumps are forcing water on City of La Quinta roads, it shall be the responsibility of the permittee (contractor) to control this water and to provide off-street barricades when necessary. CLOSING STREETS: No street shall be closed. A minimum of one lane of traffic shall be maintained at all times to provide limited access for the adjoining property owners and emergency vehicles. In the event it is felt by the permittee that he 'must close a street for any length of time, permittee shall contact this office to obtain the necessary permission. SPECIAL PROVISIONS The following shall apply when indicated: NOTIFICATION: Paimittee shall notify the City at (619)777-7075 at least 48 hours in advance of starting construction. UIUJTY CLEARANCE: (Substructures) Prior to making any excavation within the City of La Quinta right of way authorized by permit, the permittee shall contact all concerned utility companies relative to the location of existing substructures. Damage to existing substructures resulting from operations conducted under this permit shall be the sole responsibility of the permittee. R3 LIMITY CLEARANCE: (Surface Structures) No work shall be done under this permit until all utilities are clear of the proposed work site. The permittee shall notify all concerned utility companies of the proposed work. R4 PAVEMFdiTP WIDENING: Area between the proposed concrete gutter line and the existing road pavement shall be surfaced with inches of A.C. paving placed on inches of class aggregate subbase course having an 'R' value of not lose than and in conformance with City of La Quints, Road Improvement Standards and Specifications, Ordinance #461. R5 PARKWAY GRADING: Area between the property line and top of the proposed concrete curb shall be graded to a slope of 1/4 inch to one foot (1'). UGRADE CHECK ING: City of La Quinta shall check grades upon receipt of plan and profile and/or grades as established by a licensed engineer. R7 CURB REMOVAL FOR DRIVEWAYS: A portion of the existing. concrete curb and/or curb and gutter (_feet) shall be removed. Curb and/or curb and gutter shall be saw cut prior to removal. Depressed curb, matching concrete gutter and concrete driveway approach shall be constructed in conformance with City 'of La Quinta Standard #207. R8 DRIVEWAYS: A.C. driveways shall be constructed as not to alter existing drainage pattern. Surfacing between the property line and the existing road paving shall be 2 1/2 inches of A.C. paving placed on ( ) of class aggregate base. Driveway construction shall conform to attached drawing. ®R9 SIGHT CLEARANCE.- Sight clearance of 600 feet in all directions shall be assured and maintained at all times. RIO SOIL SIERILEMU The area to be surfaced shall'be treated with soil sterilizer. Rate of application shall commply with. the _ .— ---- .. manufacturer's specifications: -- -._ R 1 COORDINATE WORK: The proposed work shall be subordinated to any operation which the State of California or City of La Quinta may conduct in this area during the period of this permit. Work shall be coordinated with the State or City of La Quints. forces to preclude delay or interference with State of City of Ls Quints, projects. 12 SURVEY MONUMENTS: Prior to excavation or beginning of construction, all survey monuments which exist on the centerline of all streets or property lines when involved shall be completely tied out so they may readily and correctly be replaced by a licensed civil engineer or surveyor at the expense of the permittee. A complete set of notes showing the ties to these monuments shall be furnished to the City Engineer prior to the removal of any monuments. This office shall be notified upon completion or replacement of all survey monuments for proper project clearance. 13 PAVENIENTP CUTTINiG: Pavement will be mechanically saw cut to a straight to a straight edge prior to excavation. Method of pavement cutting shall be approved through the office of the City Engineer. (Under no circumstances shall excavating equipment be used to excavate prior to cutting of pavement.) Excavation material shall be placed in such a position as to best facilitate the general flow traffic. Prior to final paving operations, any damage to pavement straight edges shall be corrected. R14 LIMIT OF EXCAVATIONS: Excavations shall be limited to 1000 linear feet of open trench before backfill operations must begin. All excavations shall be properly barricaded with lights overnight, on weekends and holidays for the protection of the traveling public. The Public Works Inspector shall determine the suitability of excavation barricading in each case. No excavation shall remain open for a period exceeding five (5) days. No excavation shall be made unless the construction material is actually on the work site. 1 BACKFILL MATERIAL: Backfill shall be free of brush, roots or other organic substance detrimental to its use for purposes of producing an adequately consolidated backfill. Any material which the City of La Quinta deems unsuitable (spongy or saturated materiel) which is encountered during excavation shall not be used for backfill, but shall be supplemented or replaced by an approved sand or gravel. R16 BACXYILL SAND: Backfill shall be approved transit -mix sand or equivalent and shall be'placed in lifts of not greater than three feet (Y) and vibrated using vibrotamper or equivalent equipment. Alternate methods may be substituted, but in any case, a relative compaction of 95 percent shall be attained with the structural section of the roadway. R17 BACKFILL PLACEbIENT: Backfill shall be applied. in layers of not more than 50 percent of the total depth of the trench before flooding or a maximum of five-foot (5) lifts where trenches are of excessive depths. Care is to be exercised that the backfill material is not subjected to extreme swell by flooding operations. Backfill material shall be.placed so that the resulting compaction shall be not less than 90 percent or equivalent to the surrounding ground, whichever is the greater compaction. Where ponding or flooding is used for a maximum settlement, adequate dikes will be constructed to retain the water. Where jetting is used, the jets shall be of sufficient length to reach the bottom of each layer and the water supply shall be continuous. R18 COMPACTION TESTS: If so required by the inspector, compaction tests shall be made at intervals of not more than 1000 feet and a minimum of one (1) test on each road: One (1) copy of each test shall be forwarded to the City Engineer for approval and filed prior to making permanent repairs. Compaction tests shall be made as outlined in Section 6.3.01 of the Standard Specifications, Division of Ifrghways, State of California, dated January 1973. R1.9 COMPACTION TESTS: If so required -by the inspector, compaction tests shall be made for each crossing or service line. One (1) copy of each test shall be forwarded to the.City Engineer for approval and filed prior to making permanent repairs. Compaction tests shall be made as outlined in Section 6.3.01• of the Standard Specifications, Division of Highways, State of California, dated January 1973. RZ.O TEMPORARY PAVEMENT REPAIRS: After completion of backfill and compaction operations, a temporary patch consisting of 2 inches of SC-800 shall be placed on a prepared subgrade. The SC-800 temporary paving shall be placed after a maximum of 3000 linear feet of trench has been excavated and backfill operations completed, but in no case shall the placement of the temporary pavement exceed a five (5) day limit. R21 PERMANENT. PAVEMUqT REPAIR: After backfill and compaction have been completed, a temporary patch consisting of two inches (2") of SC-800 shall be placed immediately. A permanent patch of inches A.C. surfacing placed on a inch class base shall be placed no later than days after completion of temporary road repair. R2 2 FOG SEAL. A fog seal coat consisting of an application of asphaltic emulsion shall be applied over all patch areas as determined by the City Engineer. STREET RESTRIPING: Where street striping is still visible on streets to be excavated, such striping shall be replaced upon completion of.permanent repairs. R24 TREE RELOCATION OR REMOVAL* Tree relocation within the City of La Quints road right of way shall be accomplished by a licensed, bonded and insured tree service, and handled safely without interference or harard to the traveling public. It shall be the responsibility of the permittee to maintain the tree in a vigorous growing condition at its new location. Trees to be removed shall be in sections which can be handled safely without interference or hazard to highway traffic. The entire width of the tree stump shall be removed and disposed of so that no debris remains in view of the highway. The stump hole shall be backfilled and thoroughly compacted as specified in the following paragraph. Where is becomes necessary to restrict traffic, the work shall be restricted to a maximum of 500 feet at any one time. Adequate signs, flagmen and or barricades shall be provided to protect the traveling public at all times. Large holes resulting from tree removal shall be backfilled and compacted to not less than 90 percent or equivalent to the surrounding ground, whichever ie the greater. compaction as determined'by the impact or field method. —Compaction tests shall- — comply with Section 6.3.01 of the Standard Specifications, Division of Highways, State of California, dated January 1973. SPECIAL CONDITIONS --PERMIT NO.3204 --- III VENTURE, LLC/JONES BROS. --- In addition to the standard permit conditions, the following shall apply: Pursuant to Section 14.16.320 of the La Quinta Municipal Code (Ordinance 10 § 1 (part), 1982), all work shall be performed in accordance with the latest edition of the Standard Specifications For Public Works Construction (SSPWC) and as directed by and to the satisfaction of the City Engineer. . 2. III Venture, LLC/Jones Bros., hereinafter referred ,to as "Permittee", shall be responsible for providing continuous dust and erosion control. All areas shall be kept watered down daily including weekends. 3.. Streets shall be kept clean. They shall be completely cleaned at the end of each working day and more frequently if required. 4. Pursuant to Section 6.08.050 of the La Quinta Municipal Code (Ordinance 18 § 1, 1982), throughout the work site, the Permittee shall. comply with City regulated .work hours. Operation and maintenance of equipment within one-half mile of human occupancy shall be performed only during the following time periods: . October 1 st to April 30: Monday -Friday 7:00 a.m. to 5:30 p.m. Saturday 8:00 a.m. to 5:00 p.m. May 1 st to September 30: Monday -Friday 6:00 a.m to 7:00 p.m. Saturday 8:00 a.m. to 5:00 p.m. Work shall be prohibited on legal holidays and Sundays. 5. Work.performed within 500 feet of a signalized intersection is restricted between the hours of 9 a.m. - 3 p.m. Traffic control shall be set up after 9 a.m. and removed before 3 p.m. The Permittee shall contact the Riverside Country Traffic Signal Maintenance Department at (909) 275-6894 if signal operation at the intersection is to be altered in any way. 6. Pursuant to Section 14.16.110 of the La Quints Municipal Code (Ordinance 10 § 1 (part), 1982), Permittee shall assume responsibility for repair of any pavement damage to any public or private street and for any damage to other City streets or facilities as a result of work performed under this permit. 7. Pursuant to Section .14.16.250 of the La Quinta Municipal Code (Ordinance 10 § 1 (part), 1982), advance warning signs and traffic control shall be installed and maintained in accordance with Cal, Trans Standards or the Work Area Traffic Control Handbook (WATCH Manual). A traffic control plan, if required, shall be prepared in accordance with the WATCH Manual and submitted to the City for review and approval one (1) week prior to starting any construction. It shall be the Permittee's responsibility to appropriately detour and barricade all construction sites. Special Conditions - Permit No. 3204 Pagel of 4 SPECIAL CONDITIONS --PERMIT NO. 3204 --- III VENTURE, LLC/JONES BROS. --- 8. Pursuant to Section 14.16.290 of the La Quinta Municipal Code (Ordinance 10 § 1 (part), 1982), street closures shall not be permitted. A minimum of one travel lane of paved surface shall be maintained with flagmen at all times. 9. Prior to excavating, if required, the Permittee shall contact Underground Service Alert at 1-800-422- 4133. It shall be the Permittee's responsibility. to notify the Public Works Department of anticipated excavation which impact City facilities, including but not limited to traffic signal conduits and loops, irrigation lines, electrical conduits, and storm drain facilities. 10. Should additional work, materials, or modifications of the work be required in order to meet City standards, safety requirements, signage requirements, or to fit actual field conditions, the work shall be performed by the Permittee as directed by and to the satisfaction of the City Engineer at no cost to the City of La Quinta. 11. Pursuant to Section 14.16.370 of the La Quinta Municipal Code (Ordinance 10 § 1 (part), 1982), backfill compaction within street rights -of -way shall conform with Section 306-1.3 of the latest edition of the Standard Specifications For Public Works Construction (SSPWC), except as otherwise specified herein. Native material may be used as backfill material provided that minimum compaction, achieved in the manner prescribed herein, is achieved. Backfill shall be.performed by mechanical means; no water densified compaction via jetting or flooding or other means shall be allowed. It shall be the Permittee's responsibility to provide appropriate geotechnical supervision, testing, and inspection, onsite, at all times during backfill operations. Backfill compaction shall be achieved by the following conditions: A. When a firm foundation is not encountered due to soft, spongy or other unsuitable material, such material shall be removed to the limits directed by the Geotechnical Inspector and/or the City Inspector and the resulting excavation backfilled with pipe bedding material. B. Backfill materials shall be brought to or maintained at an appropriate moisture content for. compaction. The appropriate moisture content range shall be established at the onset of the project and ensured prior to use of the materials through progress testing on the stockpiles. . C. The first length of trench backfilled shall be backfilled in the presence of the City Inspector. Compaction shall be tested at random depths at approximate three-foot vertical intervals as backfill is placed to ensure the effectiveness of the compaction methods and to establish the depth of lift that can be compacted. D. If lifts greater than one foot are attempted in this trial length of trench, compaction tests shall be taken within the lifts to ensure that the full depth of the lift is compacted. Upon satisfactory completion of this portion of trench, the City Inspector shall establish the maximum lift —_--thickness to-be-compacted_for_.the.remainder_of_the_proj.ect..... Special Conditions - Permit No. 3204 Page 2 of 4 if SPECIAL CONDITIONS --PERMIT NO.320.4 --- III VENTURE, LLCIJONES BROS. --- F. In subsequent lengths of trench, the frequency of compaction tests shall equal one per each lift of backfill, per 300 linear feet of open trench, at randomly selected locations within the open length of trench. G. The depth of the randomly selected compaction tests shall also be randomly selected except that where multiple tests are required in a given length of trench, the tests shall be no closer than three feet .(vertically) from each other: H. If any compaction test fails, previously placed backfill (in the same length of open trench or previous lengths of trench) which is represented by the failing test (as determined, by the City Inspector), shall be tested for compliance with compaction requirements. All costs incurred due to the conditions above shall be borne by the Permittee. Copies of all test results shall be furnished to the City Inspector. 12. All excavations within City of La Quinta right-of-way shall be backfilled, and temporarily paved if within the existing travel way, at the end of every workday as directed by and to the satisfaction of the City Engineer for the protection of the public. Lengths of open trench shall not greatly exceed thai.which can not be backfilled in the same day. Excavated trenches shall not be allowed open overnight, however, Permittee may leave a length of excavated trench, not to exceed twenty (20) feet in length, open overnight at.a point where construction will begin the next day, provided that this length of trench is completely covered by steel plating. 13. All landscaping, irrigation, decorative rock, decorative concrete, lighting, etc., shall be replaced to its original condition. 14. Access and egress to all local properties shall be maintained at all times. 15. Pursuant to Section 14.16.375 of the La Quinta Municipal Code (Ordinance 10 § 1 (part), 1982), permanent pavement replacement shall be completed no later than seven (7) days after the completion of the work. Permanent pavement replacement shall conform to the following conditions: A. Existing asphalt concrete pavement shall be sawcut one (1) foot beyond trench edges. Edges shall be straight and clean. B. Permanent- pavement replacement structural section, within all trenches,. shall be 1" thicker than existing of asphalt concrete over the same existing thickness of crushed aggregate base or crushed miscellaneous base, meeting the requirements of Sections 200-2.2 and 200-2.4 of the Standard Specifications for Public Works Construction. The replaced pavement and base material shall be compacted to 95% relative compaction and respectively tested, for each 300 linear feet of trench. Verify exact structural replacement section thicknesses with the City prior to installation. Special Conditions - Permit No. 3204 Page 3 of 4 e SPECIAL CONDITIONS --PERMIT NO. 3204 --- III VENTURE, LLC/JONES BROS. --- C. Permanent pavement replacement shall be installed using a City approved 3/4" max medium asphalt concrete as the base course lift and a City approved ''/z" max medium finish course lift for capping. Asphalt concrete mix design shall be approved by the City prior to its placement. D.' Cold -Mill and Overlay - The existing pavement which was properly protected in place. during the trenching operation located adjacent to the trench sawcut shall be cold -milled to a depth of 0.10 feet with butt joint created next to the existing unmilled pavement surface. The cold - milled area and base asphalt concrete in the trench area shall be overlaid with a City approved C2-AR-4000 asphalt concrete. mix. The width of the cold milling area shall be as follows: For longitudinal trenches located in a parking lane: two (2) feet outside the sawcut removal lines. For longitudinal. trenches located in a traffic lane: two (2) feet outside the sawcut removal lines, or to the lane line striping, whichever is greater. For transverse trenches across existing street: two (2) feet outside the sawcut removal lines. E. If grinding and capping operations are not performed in the same day as base paving operations, the base course lift of 3/4" max medium asphalt concrete shall be installed from saw -cut edge to saw -cut edge flush with the existing street surface. The base course lift of paving shall not be left 0.10' low in anticipation of grinding and capping. F. Any existing lane striping affected by this resurfacing shall be replaced in kind by the Permittee, as directed by and to.the satisfaction of the City Engineer. Affected traffic signal loops shall be removed and replaced in kind. The finished pavement surface shall be smooth, consistent, and shall conform to the surrounding grades. 16. Permittee shall permanently stabilize any and all soil that was disturbed as a result of work performed under this permit with an approved dust control treatment. Soil stabilization shall be done immediately after completing the operation. 17. Pursuant to Chapter 12.56 of the La Quinta Municipal'Code (Ordinance 10 § 1 (part), 1982) the City has designated certain city streets as Truck Routes. The weight limit for restricted streets (i.e., streets not part of the Truck Route network) is three (3) tons; trucks exceeding the weight limit may use a restricted street if making a delivery or pickup on the subject street, or if this permit specifically grants permission to use the street to deliver street construction materials and/or equipment._ 18. This permit allows for the installation of the storm drain system per the approved plans for the La Quinta Corporate Center. 19. The City of La Quinta reserves the right to revoke, suspend or void. this permit at anytime. Special Conditions - Permit No. 3204 Page 4 of 4