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<br /> Genera! Contracting and Consing Services Agreement
<br /> Wright#: 98-4216-P
<br /> March 25, 1998
<br /> 11. Delay in Completion Contractors performance is contingent upon, and Contractor shall not be responsible for damages or
<br /> deemed to be in default for delays in performance by reason of strikes, labor unrest, boycotts, lockouts, accidents, acts of God,
<br /> inclement weather, shortages or unavailability of labor at established area wage rates, failure of Client and Client's agents,
<br /> contractors or subcontractors to fumish information or to approve or disapprove Contractor's work promptly, late or faulty
<br /> performance by Client, other contractors or governmental agencies, the performance of whose work is precedent to or concurrent
<br /> with the performance or Contractor's work, or other delays which are unavoidable or beyond Contractor's reasonable control. In the
<br /> case of any such delay, the time of completion shall be extended by a like number of days_
<br /> 12. Client Indemnification
<br /> (a) Except for any such personal injury or property damage caused by the negligent act or willful misconduct of Contractor,
<br /> Client shall defend, indemnify and hold harmless Contractor, its principals, officers, partners, subcontractors and employees, from
<br /> and against any and all claims, judgement, liabilities, losses, expenses or damages (including civil fines, reasonable attorney's fees
<br /> and other costs and expenses incident thereto) arising from any personal injury, property damage, a civil action including any
<br /> damage to natural resources or claims of third parties, incident to or in connection with Client's actions in the performance of the
<br /> Project.
<br /> (b) All documents generated by Contractor in connection with the project shall become the property of client upon payment
<br /> for services. Contractor shall provide copies of any such documents to Client upon request. Client shall defend, indemnify and hold
<br /> Contractor harmless from any and all claims including reasonable attomey's fees arising out of any reuse of said documents by
<br /> Client for any purpose,without first obtaining Contractor's prior written consent.
<br /> 13. Status of Contractor Contractor is an independent contractor, and is not acting as an agent or employee of Client in the
<br /> performance of the project_ Contractors by law are required to notify their Clients that inquiries as to the status and type of license
<br /> held by a business may be made to the Contractors State License Board (CSLB) located at 9835 Goethe Road, Sacramento, CA
<br /> 95826. In addition, Client may contact the CSLB information line at 1-800-321-2752.
<br /> 14. Entire Agreement, Modification Waiver This Agreement and any work authorizations issued by Client hereunder constitute the
<br /> entire agreement of the parties and supersede any and all prior contemporaneous written or oral negotiations, correspondence,
<br /> understanding and agreements between the parties respecting the subject matter hereof. No supplement, modification, or
<br /> amendment to this Agreement shall be binding unless executed in writing by both parties. to the event that any changes in the plaits
<br /> and specifications which affect Contractor's work are made by Client or persons other than Contractor, any and all liability arising out
<br /> of such changes is hereby waived against Contractor, and Client assumes full responsibility for such changes unless Contractor has
<br /> received prior written notice and given written consent for such changes. No waiver of any of the provisions of this Agreement shall
<br /> be deemed or shall constitute a waiver of any other provisions, whether or not similar, nor shall any waiver constitute a continuing
<br /> waiver. No waiver shall be binding unless executed in writing by the party making the waiver. If any provisions of this Agreement
<br /> shall be deemed unenforceable for any reason by a court of competent jurisdiction, it shall in no way affect any other provision of the
<br /> Agreement, and to the extent permitted by law, this Agreement shall otherwise remain in full force and effect.
<br /> 15. Individual Responsibility Assignment The individual or individuals who sign this Agreement on behalf of Client represent and
<br /> warrant that they are duly authorized agents of Client. This Agreement shall be binding upon and shall inure to the benefit of the
<br /> parties and their respective heirs, successors and assigns. Neither Client nor Consuttant may assign any or all of its rights or
<br /> obligation hereunder without the prior written consent of the other.
<br /> 16. Notices Any written notice, report or other communication required or permitted to be given under this Agreement shall be
<br /> deemed sufficiently given when delivered personally or upon deposit in the United States mail, first-class postage prepaid, or when
<br /> sent by an established courier, addressed as referenced on page one.
<br /> 17. Headings The subject headings of the paragraphs of this Agreement are provided for convenience and shall not affect the
<br /> construction or interpretation of any of the provisions hereof.
<br /> 18. Counterparts This Agreement may be executed in multiple counterparts and each such executed counterpart shall be deemed an '
<br /> original, but ail of which together shall constitute a single instrument.
<br /> 19. Attorney's Fees The prevailing party on any dispute arising under this Agreement, including but not limited to any dispute
<br /> regarding any failure or alleged failure to perform, error, omission, or negligence or the parties or payment of any amount payable
<br /> under this Agreement, shall be entitled to recover reasonable attorney's fees, costs, litigation and collection expenses, witness fees,
<br /> court costs, and any and all other expenses of defense which may be incurred.
<br /> 20. Governing Law This Agreement shall be govemed by, and construed and enforced in accordance with, the laws of the State of
<br /> California applicable to contracts made and to be performed in California. Any litigation instituted to enforce or interpret the terms of
<br /> this Agreement shall be brought in a California State court of competent jurisdiction, in San Joaquin County. Client waives the right
<br /> to have suit brought, tried in or remove to any other state, county or judicial jurisdiction.
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