Request for Proposals (RFP): Shuttle Stop Signage Parkmerced Development Project Implementation May 3, 2017 Parkmerced Owners LLC (“Owner”) invites you (the “Contractor”) to submit a fee proposal for the manufacture and installation of twelve (12) Shuttle Stop Signs, ten (10) located on site at Parkmerced and two (2) locations offsite. Signage design shall adhere to renderings and parameters found in Exhibit D of this document. This proposal is due May 24, 2017. I. Project Background

Parkmerced Development Project and Transportation Plan, San Francisco, CA: The Parkmerced Vision Plan will pioneer a complete transformation from an existing, resource consumptive neighborhood located in San Francisco to a vibrant, pedestrian-focused, efficient community for the future. The site is currently a 152 acre, 3,221-unit rent-controlled community with a mix of low-rise garden apartments and mid-rise towers. As part of the development project, Parkmerced will be implementing Resident Shuttle to serve the mobility needs of residents.

Shuttle service will run through the property, to the Daly City BART station and to the Westlake Shopping Center. A contractor has been selected to construct Shuttle stops located in the public Right of Way (ROW) to meet the standards outlined in the American with Disabilities Act (ADA).

For more information regarding the Parkmerced Development and Resident Shuttle, please visit parkmercedvision.com.

II. Scope of Work

A. Overview: The owner is requesting a fee proposal from a manufacturer for the fabrication of twelve (12) signs that adhere to design standards outlined in Exhibit D and the installation of said signs at locations specified on Exhibit E. Ten (10) stops are located at Parkmerced and the remaining two (2) are located at the Daly City BART station and Westlake Shopping Center

B. Contractor Responsibilities:

The Contractor shall be responsible for the engineering, fabrication and installation, of the signs, including but not limited to: installation and schedule coordination with sub–contractors, owners(Parkmerced), other property owners and property managers. Contractor is responsible for all aspects of any inspections and procurement of and payment of permits related to the scope of work. The Contractor shall furnish and install all labor, materials, tools, equipment, etc., as required to complete all work for

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the Shuttle Stop Signage project in accordance with the requirements of the RFP Exhibits (the “Exhibits”). The Scope of Work shall include but is not limited to the following:

C. Fabrication of Signage The Owner requests the Contractor to manufacture and fabricate signage to the absolute specifications presented in Exhibit D for signs located in the following locations.

A 55 Chumasero B 100 Font

C 125 Cambon D Crespi Cir and Gonzalez

E Juan Bautista Cir E. of Fuente F 355 Serrano

H Arballo & Garces I Grijalva & Garces

J Josepha & Garces M 50 Chumasero

BA Daly City BART Station WL Westlake Shopping Center

D. Installation of Signage at Specified Locations: 1. Five (5) signs are located on the private property of Parkmerced (Exhibit D):

a. Signs A, B, C, F and M 2. Five (5) signs are in the Public ROW. Installation will require coordination between

the owner and sub-contractors of the Owner (Exhibit E). a. Signs D, E, H, I and J

3. Two (2) signs are located off site at the Daly City BART station and the Westlake Shopping Center. Installation will require coordination between the Owner, BART staff and management at the Westlake Shopping Center.

a. Stops BA and WL 4. Installation is to be done by Union Labor.

E. Special Design Considerations

1. Schedule: The owner anticipates scheduling and frequency of the Resident

Shuttle to change after initial launch date to optimize operations. The Owner requests the Contractor submit three (3) bids related the schedule portion of the sign that provides the ability to swap sign schedules frequently.

a. Removable schedule Sign/Placard b. Decal/Sticker that can be removed and replaced up to once every three

months. c. Contractor proposed solution.

2. Sign Post Mounting: The Contractor shall design the sign post in a way that

accommodates installation and removal that does not disturb structural concrete.

III. Equal Opportunity Program - Local Business Enterprise (LBE)

Parkmerced and The City of San Francisco desire a strong level of participation by Local Business Enterprise (LBEs) certified by the San Francisco Contract Monitoring Division (CMD) as well as local (San Francisco) residents at all contracting tiers. As such, the Owner and CMD have agreed to a good faith LBE goal of 15% and strongly

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encourage LBE to submit the qualifications; and for Prime Contractors to submit proposals with LBE sub-consultants/subcontractors as part of their team. For a list of CMD Certified LBEs, please go to http://mission.sfgov.org/hrc_certification/ . Copy of the Equal Opportunity Program is included as Attachment F for your review. If you have any questions regarding CMD LBE certification or CMD LBE participation goals, please contact Romulus Asenloo romulus.asenloo@sfgov.org or Lupe Arreola atlupe.arreola@sfgov.org.

IV. Selection Schedule and Submittal Information

Anticipated Selection Schedule May 01, 2017 Requests for Information (RFI) due 5PM May 02, 2017 Responses to RFI’s May 15, 2017 Proposals due 5PM May 19, 2017 Applicant Interviews May 24, 2017 Anticipated Selection June – July 2017 Fabrication and Installation Please Email all Requests for Information and proposals to: Nik Cherolis Parkmerced Owner LLC One Maritime Plaza, Suite 1900 San Francisco, CA 94111 (D)+1 415-314-2567 ncherolis@maximusrepartners.com

V. Exhibits to RFP:

Exhibit A: Proposal Form Exhibit B: Fee Proposal Table Exhibit C: Equal Opportunity/First Source Hiring Program Exhibit D: Parkmerced Master Sign Program (November 10, 2016) Exhibit E: Off Site Locations Exhibit F: Draft Contract

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EXHIBIT A: PROPOSAL FORM

Shuttle Stop Signage Project PROPOSAL FROM: _______________________________________________ (Firm Name) Please confirm that each item listed below is included in this proposal package by checking each box provided:

Firm description / overview / size Firm technical capabilities List of relevant work completed

o Client references Description of work process including overall schedule Proposed team

o Professional references o Hourly Rate per employee involved

Proposed fee structure (Exhibit B) Exception to the contract language, if any List of available additional services and associated fees Any lawsuits the Contractor has been involved in

By signing below: ✓You acknowledge that you received and understood the entire RFP package.

✓Prior to the commencement of the Services, the Contractor shall procure and maintain for the term of the Agreement insurance requirements as identified in Exhibit F.

SIGNED: By: _________________________________________________________________

Name: ______________________________________________________________

Title: _______________________________________________________________

Date: _______________________________________________________________

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EXHIBIT B: FEE PROPOSAL TABLE

Scope

Quantity Unit Unit Cost TOTAL

Pole

Pole Type 1 (GD01.01)* 12 Pole $ $

Sign

Top Sign 12 Pole $ $

Easily Removable Sign 12 Pole $ $

Labor

Fabrication Hour $ $

Install Hour $ $

Delivery 1 LS $ $

Overhead 1 LS $ $

Tax 1 LS $ $ *Refer to page GD01.01 of Exhibit D for detail

TOTAL: $

Alternates

Quantity Unit Cost TOTAL

Pole Type 2 (GD01.02)* 12 $ $

Schedule

Decal/Sticker that can be removed 12 $ $

Contractor proposed alternative** 12 $ $ *Refer to page GD01.02 of Exhibit D for detail **Include any relevant descriptions and renderings

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EXHIBIT C: EQUAL OPPORTUNITY/FIRST SOURCE HIRING PROGRAM

http://www.sf-planning.org/ftp/files/publications_reports/parkmerced/Parkmerced_EOE_SIGNED.pdf For information on becoming certified as a San Francisco LBE please visit the following website:

http://sfgov.org/cmd/lbe-certification-0

For any further questions regarding the LBE Program, please contact CMD at (415) 581-2310 For more information, please contact Mr. Romulus Asenloo at (415) 581-2320 or Ryan Young at (415) 581-2301

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EXHIBIT D: PARKMERCED MASTER SIGN PROGRAM (NOVEMBER 10, 2016)

Parkmerced Master Sign Program https://maximusrepartners.box.com/s/2z7h0ffcavox37dwkthkg1ixsboo57nx

Page Number Page Title Page Date

1 Cover Page November 10, 2016

GI General Information November 10, 2016

TOC Table of Contents November 10, 2016

4 Section 1: Graphic Drawings November 10, 2016

GD00.01 Symbols & Typography November 10, 2016

GD00.02 Colors & Materials November 10, 2016

GD01.01 AB1 Shuttle Stop - Option 1: Square Tube Pole

November 10, 2016

GD01.02 AB1 Shuttle Stop - Option 2: Channel Pole

November 10, 2016

GD01.03 AD1 Vehicular Wayfinding – Update Existing

November 10, 2016

GD01.04 AE9 Building Numbers, Dimensional - 350 Arballo Dr.

November 10, 2016

GD01.04 AE9 Building Numbers, Dimensional - 750 Gonzales

November 10, 2016

5 Section 2: Location Plans November 10, 2016

LP01 Sign Location Plan Key November 10, 2016

LP02 Sign Location Plan, Site Signage November 10, 2016

6 Section 3: Message Schedule November 10, 2016

MS01 Bill of Quantities - Phase 1: Site

November 10, 2016

NOT IN SCOPE OF WORK

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EXHIBIT E: DETAIL – OFF SITE LOCATIONS

WESTLAKE SHOPPING CENTER (WL)

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DALY CITY BART STATION (BA)

EXHIBIT F: DRAFT CONTRACT

SAMPLE CONTRACT: OWNER AND CONTRACTOR TO AGREE ON FINAL FORM OF CONTRACT

CONTRACT

Project Location: Parkmerced

Trade: Signage

Date: April 26, 2017

Project Description: Resident Shuttle Signage

Owner: Parkmerced Owner LLC

One Maritime Plaza, Suite 1900

San Francisco, California 94111

Contractor: XXX

Address

City, State Zip

(Continued after table of contents)

TABLE OF CONTENTS

CONTRACT .................................................................................................................... 1

ARTICLE I. THE WORK .............................................................................................. 1

ARTICLE II INSPECTION ........................................................................................... 2

ARTICLE III MATERIALS AND LABOR ...................................................................... 2

ARTICLE IV TOOLS AND EQUIPMENT; TEMPORARY FACILITIES AND SERVICES..................................................................................................................................... 3

ARTICLE V INCIDENTAL EQUIPMENT AND WORKS .............................................. 3

ARTICLE VI SIGNS ..................................................................................................... 4

ARTICLE VII SAFEGUARDING WORK, ETC ............................................................ 4

ARTICLE VIII ACCIDENT PREVENTION ................................................................... 4

ARTICLE IX PERMITS, UNFINISHED WORKS ......................................................... 5

ARTICLE X. LABOR DISPUTES. ................................................................................ 5

ARTICLE XI MEETINGS ............................................................................................ 6

ARTICLE XII GUARANTEE ......................................................................................... 6

ARTICLE XIII WARRANTY ......................................................................................... 6

ARTICLE XIV TIME OF PERFORMANCE; DELAYS ................................................. 6

ARTICLE XV PAYMENTS & FINAL PAYMENT ......................................................... 8

ARTICLE XVI CHANGES ......................................................................................... 12

ARTICLE XVII EXTRAS & OVERTIME .................................................................... 12

ARTICLE XVIII BONDS ............................................................................................ 13

ARTICLE XIX TERMINATING CONTRACT .............................................................. 14

ARTICLE XX ASSIGNMENTS, ETC. ........................................................................ 15

ARTICLE XXI INDEMNITY ........................................................................................ 15

ARTICLE XXII INSURANCE ..................................................................................... 17

ARTICLE XXIII NOTICE OF CLAIMS; DISPUTES ................................................... 17

ARTICLE XXIV NOTICES ........................................................................................ 18

ARTICLE XXV MODIFICATIONS .............................................................................. 18

ARTICLE XXVI PARTIES BOUND ........................................................................... 18

ARTICLE XXVII LIMITATION OF ACTION ............................................................... 18

ARTICLE XXVIII CONSTRUCTION LOAN ................................................................ 19

ARTICLE XXIX DEFINED TERMS ............................................................................ 19

ARTICLE XXX GENERAL AND MISCELLANEOUS ................................................. 20

RIDER TO CONTRACT ............................................................................................. 23

INSURANCE REQUIREMENTS FOR CONTRACTOR ............................................. 23

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CONTRACT

AGREEMENT made as of the above-referenced date, between the Contractor and the Owner for the

Project described above.

W I T N E S S E T H:

ARTICLE I. THE WORK

The Contractor shall provide certain labor, materials and equipment for the Project as set forth in the

Contract Documents (the "Work").

A. “Contract Documents” means and consist of this Contract (including, without limitation, all

Schedules, Riders and Exhibits annexed hereto and made a part hereof, any Addenda issued prior to

this Contract), and any items or documents referenced in any of the foregoing, as the same may be

modified by written agreement entered into by the parties after execution of this Contract. See Article

XXIX for certain terms used to describe the Work. If anything in the Contract Documents is inconsistent

with this Contract, the terms contained in this Contract shall control (except as may otherwise provided

in this Contract).

B. The Contractor shall coordinate and supervise all facets of the Work. The enumeration of particular

items in the Contract Documents shall not be construed to exclude other items that are necessary,

customary or appropriate for the due completion of the Work. The Contractor shall furnish, without

extra charge, all work and materials of the kind herein contracted for, required to conform the Building

to and comply with all laws, ordinances, orders, rules, regulations and requirements of all Federal,

State, County and Municipal governments, as are reasonably inferable from the Contract Documents

provided. The complete coordination and full supervision by the Contractor of the Work is of the

essence of this Contract.

C. It is not intended that the Drawings, Specifications and Details described in the Rider to this Contract

which is annexed hereto and made a part hereof (the "Rider") show or state every detailed requirement

of the Work; but rather they furnish adequate information for the Contractor to make a complete

installation. Whether specifically shown or not, the Work shall include, without limitation, all labor,

equipment, containers, materials, permits, shop drawings, documentation, scaffolding, crane, tools,

transportation, administration, hoisting, rigging and safety precautions necessary or appropriate for the

Work. The Contract Documents are intended to supplement one another, and any work or materials

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shown or mentioned in one and not in the others are to be furnished by the Contractor without extra

charge.

D. The Contract Documents are complementary and what is called for by one shall be as binding as

if called for by all. If any conflicts or ambiguities are found in or between the Drawings and

Specifications, or among any of the Contract Documents, they shall be brought to the attenti on of the

Architect, Engineer and/or the Owner immediately for resolution, but in any event prior to the

commencement of any work subject to the conflict or ambiguity. If requested by the Owner, the

Architect shall interpret the Contract Documents so as to secure in all cases the most substantial and

complete performance of the Work. If the Architect shall furnish any additional drawings or details to

explain the Work, the same shall be conformed to except where inconsistent with the Drawings,

Specifications and Details.

E. The Contractor shall be solely responsible for the means, methods, sequences and techniques of

construction and for the safe performance of the Work, provided that the Contractor shall not use any

means, methods, sequences or techniques of construction if the same shall or are likely to (i) endanger

any person or property or the Work; (ii) unreasonably cause or contribute to a delay in the progress of

the Work or a conflict with the Work of others; or (iii) result in a failure to perform the Work in

accordance with the Contract Documents.

ARTICLE II INSPECTION

A. The owner of the Building (the "Owner") and Architect and/or Engineer and all persons appointed by either of them or by the Owner may visit the site of the Project at any time and from time to time and inspect any part of the Work. The Contractor shall, at all times, provide proper and safe facilities to the Owner, Architect and/or Engineer, for the inspection of the Work or any part thereof, at the property or elsewhere, and shall, upon request, report on the progress of the Work. If required by the Owner, the Contractor shall furnish order numbers and dates on which the orders were placed with suppliers. Any such inspections shall be solely for the benefi t of Owner and shall not constitute any acceptance of any portion of the Work or Owner’s rights under this Contract.

ARTICLE III MATERIALS AND LABOR

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A. All materials are to be new and of the best quality of the kind specified unless material of an inferior

type is distinctly specified; and all Work is to be done in a first- class, workmanlike manner in

accordance with the best trade practices and under full time competent supervision by the Contractor.

The Contractor, upon receiving notice from the Owner of the substitution of inferior, improper or

unsound Work or Work at variance with what is specified shall, within twenty-four (24) hours, proceed

to remove such defective Work and make good all other Work damaged thereby. If the Owner permits

any defective Work to remain, the Owner shall be allowed the difference in value or may, at its election,

have said Work repaired or replaced as well as the damage caused thereby at the expense of the

Contractor; and neither payments made to the Contractor nor any other acts of the Owner or

Construction Manager shall be construed as evidence of acceptance, waiver or estoppel.

B. The Contractor shall, at all times and at its sole cost and expense, maintain and supervise a

sufficient work force to carry out the Contractor's obligations in full and in an efficient and timely

manner. The Contractor shall employ only fully competent, skilled, reliable and honest workers who

shall work in harmony with other workers at the Project site. The Owner shall have the right to require

the Contractor to remove immediately and permanently any employee or agent the Owner deems

incompetent or a hindrance to the proper progress of the Work. Nothing herein shall be construed as

making the Contractor and Owner joint or co-employers.

ARTICLE IV TOOLS AND EQUIPMENT; TEMPORARY FACILITIES AND SERVICES

A. Tools and Equipment. The Contractor assumes all responsibility for tools, protective devices,

clothing and other property of the Contractor's employees and shall reimburse the Owner for any sums

which the Owner may be required to expend or incurs because of claims by mechanics, labor unions

or others due to theft or alleged theft of such clothing, tools or other property of said mechanics. I n

any such case the Owner shall be the sole and final judge of the necessity of making payment therefor.

B. Temporary Facilities. Unless otherwise specified in the Rider, the Owner shall not be required to

furnish any temporary storage or other facilities and services.

ARTICLE V INCIDENTAL EQUIPMENT AND WORKS

The Contractor shall furnish all labor, implements, tools, scaffolding, rigging, hoisting, and other

equipment required to carry on the Work, in the customary and up-to-date manner, and shall do the

necessary incidental cutting of woodwork, brick, stone, masonry, plaster, cement, iron, metal or other

material for the installation thereof, and will do all patching in connection therewith; but cutting is to

be avoided where possible. The Contractor shall, if required by the Owner, do all necessary cutting

and patching of its own Work for the installation of other work in the Building. The Contractor shall,

daily or more frequently as the Owner may require, remove from the Site a ll debris and dirt caused

by the Work and all of the Contractor's unused materials and at the completion of the Project shall

leave the Work properly finished.

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ARTICLE VI SIGNS

The Contractor shall not display on or about the premises any sign, trademark, or other

advertisement without the Owner's prior written consent unless otherwise required by applicable law.

ARTICLE VII SAFEGUARDING WORK, ETC

A. The Contractor shall, during the performance of the Work, place proper guards upon and about the

same for the prevention of accidents.

B. The Contractor shall cover, protect and exercise due diligence and workmanlike care to secure the

Work from injury; and all damage or injury to the same, not caused by the Owner, shall be made good

by the Contractor. The Contractor shall pay or allow all just charges of the Owner made necessary by

damage or injury caused by the Contractor. This shall include, without limitation, all repairs to and

replacements of other work, glass breakage, and the removal of rubbish and other debris.

C. The Contractor shall not hold the Owner responsible for any loss or damage or injury caused by

any fault or negligence of any other contractor or subcontractor; the Contractor will look to the said

several contractors or subcontractors for the recovery from them, or any of them, of any loss, damage

or injury.

ARTICLE VIII ACCIDENT PREVENTION

The prevention of accidents to workers engaged in the Work is the responsibility of the Contractor.

The Contractor shall comply with all applicable laws, rules, regulations and codes, (including, without

limitation, the requirements of OSHA and the local building department or any other governmental

agency having jurisdiction), the provisions of the "Manual of Accident Prevention for Construction" of

the Associated General Contractors of America Inc. (8 th edition, as may be updated) and all standards

established by the Owner concerning safety. When so ordered, the Contractor shall stop any part of

the Work which the Owner deems unsafe until corrective measures, satisfactory to the Owner, have

been taken, and the Contractor shall make no claim for damages growing out of such stoppages.

Should the Contractor neglect to adopt such corrective measures, the Owner may perform them and

deduct the cost thereof from payments due or to become due the Contractor. Failure on the part of

the Owner to stop unsafe practices shall in no way relieve the Contractor of its responsibility. The

Contractor shall immediately replace any missing safety devices. If any safety devices are found to be

defective or if the Contractor shall temporarily remove or disable any device in order to install portions

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of the Work, the Contractor shall not continue with the Work until such devices are replaced or repaired

and made fully operational.

ARTICLE IX PERMITS, UNFINISHED WORKS

The Contractor shall promptly procure and pay for all necessary permits for the performance of the

Work which the Contractor is required to obtain, and shall protect unfinished Work and all materials

(including, without limitation, materials stored "on-site" or "off-site" and whether or not paid for by the

Owner) for the Contractor's use or uses incidental thereto, whether furnished by the Contractor or the

Owner, against every kind of damage (other than damage covered by Owner's fire insurance policy)

including without limitation, damage by the elements, until completion of the Project. The Contractor

shall promptly obtain all approvals, sign-offs and certificates required for the Work, and shall promptly

provide the same (or certified copies of same) to the Owner.

ARTICLE X. LABOR DISPUTES

A. Contractor acknowledges and agrees that all contracts will be awarded and the Owner will employ

labor directly on the Project without discrimination as to whether employees of the Contractor, or any

other subcontractor or any other persons involved with the project are members or non -members of

any labor organization. No disputes between Contractor and any labor organization or group of

employees shall be permitted to occur or be manifested on the Project. Contractor expressly agrees

to employ, both itself and through any subcontractors, workers who will at all times work in harmony

with all other workers and employed by any other subcontractor working on the Project and/or Owner.

B. Contractor agrees not to participate in, encourage, ratify, accept or accede to any work stoppage,

which may occur as a result of any labor disputes, which may arise on or in connection with the Project,

regardless of whether Contractor is a party to such dispute.

C. If a labor dispute arises at the Project site between two or more unions claiming jurisdiction o ver

any of the Work, the Contractor shall have full responsibility for making a work assignment. When

requested by the Owner, the Contractor shall make this assignment in writing within two (2) days after

the Owner's written request.

D. Should the Contractor be delayed by general strikes or lockouts throughout a trade, or should the

Contractor fail to carry out or comply with any of the foregoing provisions, the Owner shall, at its option,

have the right to terminate this Contract and to employ other contractors and/or subcontractors to finish

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the Work and provide the materials thereof, and to pay Contractor pro rata for materials and Work

already supplied.

ARTICLE XI MEETINGS

The Contractor shall, if required, appoint a representative to attend meetings at such a place or places,

as shall be decided by the Owner, in order to render reports on the progress of the materials furnished

and labor performed under this Contract and to discuss the progress of all Work.

ARTICLE XII GUARANTEE

If any portion of materials or workmanship furnished by the Contractor shall not in every way be good,

sound, efficient and well suited for the purposes for which it is intended, and such deficiency shall

occur, or be detected by inspection or otherwise within two (2) years (or longer, if so provided in any

of the Specifications or other Contract Documents or by applicable legal requirements) from the date

of the full completion of the Project (or, with respect to any "punch-list items", from the date of

completion of such items) the Contractor shall, upon written notice from the Architect, Engineer, or the

Owner specifying a fault or imperfection in workmanship or materials, promptly correct the same, and

pay all damages caused by such fault; and if the Contractor fails to promptly correct the same, the

Owner may remedy the same at the Contractor’s expense and deduct the cost and damages from any

amount then due and thereafter to become due to the Contractor, and if such amount shall be

insufficient, or if there shall be nothing due it, the Contractor shall pay the Owner such costs and

damages, or the balance thereof within ten (10) days after written demand from Owner. The foregoing

shall not limit the Owner's rights under any manufacturer's or supplier's guarantees or warrantees

which are hereby assigned by the Contractor to the Owner and which shall be delivered to the

Construction Manager (along with all manuals and other product information) on or before the

Completion of the Work and prior to final payment.

ARTICLE XIII WARRANTY

Contractor warrants that the Work shall be of a quality equal to the best done by the Contractor on any

project undertaken by it anywhere and to aid in attaining such qual ity of workmanship the Contractor

shall provide the personal attention and services of its officers and most experienced personnel.

ARTICLE XIV TIME OF PERFORMANCE; DELAYS

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A. The Contractor shall commence and complete the Work and deliveries of material in accordance

with the Progress Schedule set forth in the Rider (the "Progress Schedule") or as soon thereafter as

required by the Owner. Where the dates for the commencement or completion of Work or the making

of deliveries are not specified, the Work (or any part thereof for which no dates are given) shall be

commenced on one (1) day's notice, prosecuted and completed with all possible speed in accordance

with the Progress Schedule, or as otherwise directed by the Owner. TIME IS OF THE ESSENCE AS

TO THE CONTRACTOR'S PERFORMANCE UNDER THIS CONTRACT. No extensions of time shall

be valid without the Owner’s written approval. The Contractor shall be responsible for all direct and

indirect damages arising from delay in performing or completing the Work. If, in the opinion of the

Owner, the Contractor fails to adhere to the mutually agreed Progress schedule provided by the Owner,

in addition to any other remedies the Owner may have, the Owner may direct the Contractor to work

such overtime and/or add such additional manpower as may be necessary to comply with the time

schedule, and, if the reason for the delay is not due to causes outside of the Contractor’s control, as

outlined in Paragraph C below, all costs incurred (including, without limitation, costs of standby trades)

on account of such direction shall be borne entirely by the Contractor.

B. IN NO EVENT SHALL THE OWNER BE LIABLE TO THE CONTRACTOR FOR ANY DELAY; THE

CONTRACTOR'S SOLE REMEDY FOR ANY DELAY IS AS SPECIFIED IN PARAGRAPH C. Without

limiting the generality of the foregoing, neither the condition of the Building, nor delay in commencing

or prosecuting the Work (even if directed by the Owner), nor fault of the Owner or any other Contractor,

nor the elements, nor general strike or lockout, nor anything else, will give rise to any claim by the

Contractor for damages or changes in the Contract Price, nor shall it be deemed a valid excuse for the

Contractor's failure to start, perform or complete the Work or deliveries in a timely manner, except to

the limited extent specified in Paragraph C.

C. If the Contractor is obstructed, hindered or delayed in the commencement, prosecution or

completion of the Work, without fault on its part, by the Owner, the Architect, the Enginee r, any other

contractor employed by the Owner, or by changes in the Work, or by reason of unknown conditions,

adverse weather conditions, fire, lightning, earthquake, enemy action, act of God, or similar

catastrophe, or by an economic industry-wide strike or lockout beyond the Contractor's reasonable

control (all of which shall be deemed "Contemplated Delays") and if the Contractor shall have notified

the Owner in writing of the Contemplated Delay within forty eight (48) hours after the occurrence

thereof, and the Owner shall concur that the same is a Contemplated Delay, then the Contractor shall

be entitled, as its sole and exclusive remedy, to an extension of time for performance of the Work for

a period equivalent to the time lost (as determined by the Owner) by reason of the Contemplated

Delays.

D. If the Contractor shall delay the progress of the Work so as to cause any damage for which the

Owner shall suffer or be liable, the Contractor shall make good to the Owner and Owner all such

damages to the extent that such delay is not caused by Owner, or tenant of the premises as outlined

in Paragraph C above.

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ARTICLE XV PAYMENTS & FINAL PAYMENT

The Owner shall pay to the Contractor the Contract Price set forth in the Rider for the Work at the times

and in the manner hereinafter set forth.

A. Invoices

(I) On or before the twentieth (20th) day of each calendar month an original completed payment

application, requisition or invoice (hereinafter, sometimes referred to collectively as an “invoice”) shall

be made in writing to the Owner by the Contractor for Work completed through the end of that calendar

month. An invoice will not be complete unless it includes all items listed in clause (II) hereof. Except

as may be otherwise provided in this Contract (including, without limitation, Paragraph C of this Article

XV) on or before the thirtieth (30th) day of the next succeeding month If the Owner declines to approve

all or a portion of an invoice, it will notify the Contractor (which not ice may, but need not, be in writing)

of the reasons for its disapproval of all or a portion of the invoice within 5 days of the receipt of the

invoice.

(II) Each completed invoice must include:

(a) An accurate schedule of the materials furnished or to be furnished and Work

done (including the Contractor's estimated percentage of the Work that has been completed)

and the Contractor's estimate of the Work that the Contractor expects to be completed through

the end of the then current month;

(b) As it relates to any time and materials work, invoicing to be billed based on

contract unit prices. Back-up in the form of individual time-cards and all material and supplier

invoices for each and all goods and services will be provided upon request.

(c) A certification by the Contractor that all Work for which the application is being

submitted has been performed in accordance with the Contract Documents and that no

mechanic's, laborer's, vendor's, material man’s or other liens are in effect with respect to the

Work or any of the materials incorporated therein or purchased in connection therewith;

(d) Evidence satisfactory to the Owner that all subcontractors, suppliers and laborers

have been paid all amounts advanced for their accounts in previous progress payments;

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(e) A statement listing all claims of the Contractor, accrued or existing as of the date

of the application, against the Owner relating to the Contract Documents and to the Work; and

(f) Such other information as the Owner may reasonably request to determine if the

amount requested is proper or as may be required pursuant to the terms of any loan documents

to which Owner is a party.

The failure to include any of the aforesaid items shall be grounds for rejection of the invoice,

unless such requirement is waived by the Owner in its sole discretion.

B. Disapproval of Invoice

I. Notwithstanding anything to the contrary contained herein, the Owner may disapprove

(and withhold from any payment to the Contractor) all or a portion of an invoice if any report of the

Architect or Engineer states, the lender (if any) determines or the Owner reasonably determines that:

(a) The Work or materials are defective and the defects have not been corrected;

(b) The Contractor has not promptly made payments (i) due to subcontractors,

suppliers and laborers, (ii) for labor, including, without limitation, collectively bargained fringe

benefit contributions, payroll taxes and insurance, or (iii) for equipment or materials;

(c) The Contractor or any subcontractor, supplier or laborer has filed a mechanic's lien

against the Project, and provided the Owner has timely paid all previous progress payments (i)

the Contractor has not seen to the discharge of such lien or (ii) the Contractor has failed to

reimburse the Owner for all costs and expenses incurred (including, without limitation,

reasonable legal fees and disbursements) to cause the discharge of such lien or to compel the

Contractor to cause such lien to be discharged;

(d) The Owner requests that the Contractor give satisfactory evidence that it has the

financial ability to carry out its obligations under this Contract, and the Contractor fails to furnish

such evidence promptly;

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(e) The Contractor has caused damage to the any improvements located on the

Project site or the work of any other contractor or has delayed the progress of the Work;

(f) Claims have been filed against the Contractor or there is reasonable evidence

indicating the probable filing or making of claims;

(g) There is reasonable doubt that the Work can be completed for the unpaid

balance of the Contract Price;

(h) There has been unsatisfactory or disputed prosecution of the Work or rate of

progress in performing the Work by the Contractor;

(i) There have been erroneous estimates by the Contractor of the value of the Work

performed or unauthorized deviations from the Contract Documents;

(j) The invoice is not complete;

(k) Disputed work or materials; or

(l) The Contractor is otherwise in default under the Contract Documents.

II. In any of the events listed in Subparagraph I hereof, the Owner may, at its option,

withhold payment or make partial payment to the Contractor and/or make payment directly to any or

all sub tier contractors and suppliers of the Contractor, in lieu of making payment to the Contractor. In

addition, the Owner may withhold payment for back-charges and such amounts as the Owner

reasonably determines may be necessary to secure performance of the Work in accordance with the

Contract Documents, to assure payment of just claims or liens or otherwise to protect itself from any

default by the Contractor under this Contract).

III. Notwithstanding the approval (in whole or part) of an invoice, the Owner may, at its

option, withhold payment or make partial payment in the event that, subsequent to approval of the

invoice but prior to payment, the Owner shall discover the existence of any of the conditions described

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in Subparagraph I hereof. Such option shall be exercised by notice to the Contractor given promptly

after the Owner obtains actual knowledge of any such condition.

C. Amount of Payment.

The payment of each approved invoice shall be in an amount equal to 90% of the value of the Work

approved by the Owner and incorporated by the Contractor into the Project during the preceding month

or such greater percentage as the Owner may approve from time to time, in its sole discretion. The

total amount retained by the Owner in accordance with the preceding sentences is hereinafter referred

to, in the aggregate, as “Retention”. No payment shall be made unless all the improper or rejected

Work has been made good, and no payment shall be considered as an acceptance of any defective

Work under this Contract. Payments will be made for materials installed and materials stored on site

in a secure location.

D. Liens.

(I) The Contractor shall, before the second and before each succeeding invoice, on demand of

the Owner, submit receipts and/or an affidavit showing that payments have been made for labor and

materials and on account of all Work covered in any prior invoice. A waiver of lien shall also be

submitted with each invoice, signed by all of the Contractor's suppliers and subcontractors.

(II) The Contractor shall without any delay, cause the discharge of any mechanic's liens filed

against the Project site by any of its laborers, subcontractors or material suppliers, and shall cause

any such lien to be discharged of record within seven (7) days after the notice of filing thereof, by

payment, deposit, bond, order by a court of competent jurisdiction or otherwise provided the Owner

has made all progress payments due as of the date of any such liens. If the Contractor shall fail to

cause such lien to be discharged of record within such period, the Owner may do so. Any amount paid

by the Owner for such purpose or for any other purpose permitted by this Contract, including, without

limitation, all costs and expenses and reasonable attorneys' fees and disbursements, plus interest at

1-1/2% per month but not to exceed the maximum rate permitted by law, shall be paid by the Contractor

to the Owner on demand. The Owner may at any time also require the Contractor to furnish a bond or

other security, in a form and amount satisfactory to the Owner, as security for the payment of any such

liens.

E. Retention. The "Retention" shall not be paid to the Contractor until the expiration of Thirty (30)

days after the latest of (i) completion of the Work in accordance with the Contract Documents; (ii) the

Contractor's delivery to the Owner and the Architect and/or Engineer of (a) a written acknowledgement

of the full performance of all of the Contractor's obligations, (b) evidence satisfactory to the Owner that

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all payrolls, bills for materials and equipment, subcontractors and all known indebtedness conn ected

with the Work shall have been paid or shall be paid out of the final payment to be made hereunder, (c)

all guarantees, warranties, permits, literature and explanations required by the Contract Documents or

necessary or desirable to operate any part of the Work, together with all as-built drawings, valve charts,

wiring diagrams and illustrations for the Work required by the Contract Documents, and (d) a waiver

by the Contractor and any and all subcontractors and suppliers designated by the Owner, of an y right

to file any mechanic's liens against the Project site arising out of the Work; (iv) the Architect's or

Engineer’s delivery to the Owner of a certificate that the Work has been completed in accordance with

the Contract of Documents, and (v) the release by any lender of any and all retainage provided for in

the loan documents, if any. The Contractor hereby confirms that the Retention as provided by this

Contract is customary and reasonable.

F. Retention Payment for Phased Work. The Contractor shall be entitled to receive Retention payment

after the full completion of each phase of the Work as outlined in the Rider to this Contract and

providing all of the requirements in Subsection E - Retention are satisfied for each phase of Work.

G. Sales Tax. The Contractor shall be solely liable for and agrees to make payment of any and all

sales taxes, or any charge in lieu thereof, which shall become due and payable by reason of doing the

Work provided for under this Contract.

ARTICLE XVI CHANGES

The Owner or Construction Manager may at any time during the progress of the Work, make any

additions to, alterations in, or deviations from, the drawings or specifications or revisions without

invalidating this Contract, and the Contractor shall diligently perform the Work as so added to, altered

or deviated from. If such additions, alterations, or deviations shall result in any additional Work or in

the omission of any of the Work, then the fair and reasonable value of the same as provided in Article

XVII shall be added to, or deducted from, the amount herein agreed to be paid by the Owner; provided,

however, that no additional Work shall be considered an extra unless the same shall be done pursuant

to a written order signed by the Owner and prior to the start of the additional Work.

ARTICLE XVII EXTRAS & OVERTIME

A. Except as otherwise agreed in advance of performance, the Contractor is to perform any extra

Work, other than overtime, ordered by the Owner on the basis as elected by the Owner of (i) a

negotiated price or (ii) the actual cost to either the Contractor or to others performing such Work for

the Contractor of labor and the supplier's charge for materials plus ten percent (10%) for overhead and

profit, plus actual cost of Worker's Compensation Insurance, and any other payroll insurance. Payment

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for any extra work shall be in accordance with Article XV hereof unless otherwise agreed upon by the

parties.

B. For extra work performed by the Contractor providing temporary services or protection, the

Contractor is to be paid on the same basis as specified above, except that the markup for overhead

and profit shall be eliminated.

C. Should work outside of regular hours be requested in writing by the Owner, payment will be made

to the Contractor only for the "premium time" (i.e., the actual labor costs for said work to the extent any

premium wages are paid in excess of standard wage rates for such labor, plus Worker's Compensation

Insurance on said additional labor and any other payroll insurance). There shall be no "mark-up" on

premium time charges.

D. Any extra work performed by others for the Contractor is to be paid for by the Contractor on the

same basis as specified above. Without limiting the generality of the foregoing, there shall be no

"mark-up" or “premium time” charges for premium time work performed by others.

ARTICLE XVIII BONDS

Unless waived by the Owner, the Contract shall furnish prior to the Commencement of t he Work and

shall maintain through completion of the Work, the performance bond and payment bond specified in

the Rider.

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ARTICLE XIX TERMINATING CONTRACT

A. By written notice to the Contractor, the Owner may terminate this Cont ract:

[I] In whole or in part (as to those portions of the Work specified by the Owner) if the Contractor

shall fail satisfactorily to commence and continue to perform its obligations under the Contract

Documents, and such failure shall continue for forty-eight (48) hours after notice from the

Owner that the Contractor must cure such default; or

[II] If the Contractor refuses or willfully or repeatedly fails to carry out its obligations; or

[III] If the Contractor shall fail to pay its debts in a timely manner or if the Contractor becomes

insolvent;

[IV] If the Owner shall have reason to believe that the Contractor does not have the financial

ability to carry out its obligations under the Contract Documents, and the Contractor shall fail

to give to the Owner, within five (5) days after demand, reasonable assurances of the

Contractor's ability to perform; or

[V] To the fullest extent permitted by law, if there shall be filed by or against the Contractor in

any court pursuant to any statute of the United States or of any State, a petition in bankruptcy

or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a

portion of the Contractor's property, or if the Contractor shall make an assignment for the

benefit of creditors or petition for or enter into a creditors' arrangement; and if by reason of any

of these events the Contractor's obligations under the Contract Documents may be assigned

to or performed by a person other than the Contractor; or

[VI] If the Work is abandoned, as determined by the Owner.

B. The Owner's right to terminate this Contract is without prejudice to any other rights and remedies

the Owner may have under this Contract, at law or in equity.

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C. If this Contract is terminated for any reason, the Owner may take possession of the Work and may

provide for the continuation and completion of the Work in such manner as the Owner sees fit. The

Owner may use any or all materials, equipment, facilities, tools, machinery or other facilities acquired

or used by the Contractor in connection with the Work as long as payment for completed work has

been received by the Contractor.

D. An alternative to termination, if the Contractor fails satisfactorily to commence and continue to

perform any of its obligations under the Contract Documents, the Owner, after forty-eight (48) hours'

written notice to the Contractor and without prejudice to any other remedy the Owner may have, may

carry out all or any of the obligations, either directly or through others, and charge the cost thereof to

the Contractor.

E. If the Owner performs or causes another Contractor to perform a portion of the Contractor's Work

pursuant to this Article, the Contractor shall continue to perform the balance of its Work, and shall

cooperate fully and in good faith, and coordinate its Work with the Owner and any others performing

such portion of the Work, and shall make available to the Owner or such other person, all materials,

equipment, facilities, tools, machinery and other facilities on hand and in use for the performance of its

Work, to enable the whole of the Work to proceed in accordance with the Contract Documents.

F. In addition to all termination rights for cause under the Contract Documents, the Owner may, at its

option, by notice to the Contractor, terminate this Contract at any time for convenience (i.e., for any or

no reason) or for the Contractor's suspension of performance pursuant to a non-waivable provision of

law. If terminated as aforesaid, the Contractor shall be paid a pro rata portion of the Contract Price

based on the value of the Work completed prior to such termination as the Owner shall determine and

the Contractor shall be entitled to no other payment except as may be required by a non-waivable

provision of law.

ARTICLE XX ASSIGNMENTS, ETC.

The Contractor shall not subcontract any part of the Work without first obtaining the written approval

of the Owner; and the approval of the Owner shall not release the Contractor from any responsibil ity

or liability in connection with said subcontracted work. Any further subcontracting or attempt to

subcontract the Work and any attempt to assign the monies due or which may become due to the

Contractor under this contract shall be void and of no force and effect unless the same is with the prior

written consent of the Owner.

ARTICLE XXI INDEMNITY

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To the fullest extent now or hereafter permitted by law, the Contractor shall defend with counsel

acceptable to Owner, indemnify, and hold harmless the Owner, affiliates, agents, partners, principals,

members and employees of any of them from and against any and all claims, damages, losses and

expenses, including but not limited to court costs and attorneys' fees, arising out of or res ulting from

performance of the Work, including but not limited to claims for personal injury, property damage,

economic loss, violations of law, mechanic's liens, or patent, trademark or copyright infringement, but

only to the extent caused in whole or in part by the conduct, acts or omissions of, or breach of contract

by, the Contractor, anyone directly or indirectly employed by it or anyone for whose acts it may be

liable, regardless of whether or not such claim, damage, loss or expense is caused in part by a party

indemnified hereunder.

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ARTICLE XXII INSURANCE

The Contractor shall at all times fully and punctually comply with the terms and provisions of the

Insurance Requirements annexed hereto and made a part hereof.

ARTICLE XXIII NOTICE OF CLAIMS; DISPUTES

A. The Contractor shall give notice as provided in Subparagraph B to the Owner of any claim against

the Owner, Owner, Construction Manger, the Architect, the Engineer or other contractors, includin g

any claim for an increase in the Contract Price, an extension in the Contractor's time to perform,

damages for breach of contract, or compensation for the value of construction or services outside the

scope of the Contract Documents.

B. Notice of claim for additional compensation for work ordered pursuant to Article XVI or for

construction or services claimed to be outside the scope of the Contract Documents shall be given

before the Contractor begins performance of the construction or services in quest ion. The only

exception shall be life-threatening emergencies. Notice of claim for an extension of time shall be given

within forty eight (48) hours after the Contractor has knowledge of the circumstances giving rise to the

claim. Failure by the Contractor to provide notice within the time specified shall constitute a waiver by

the Contractor of such claim. As promptly as possible after a notice of claim has been given, the

Subcontractor shall submit to the Owner a detailed statement of claim.

C. In the event of a dispute between the Owner and the Contractor or between the Contractor and any

other person with respect to the Work (including, without limitation, the scope of the Work to be

performed hereunder or under Article XVII of this Contract), the amount of compensation payable to

the Contractor or any other provision of the Contract Documents, the Contractor shall continue to

perform its obligations under the Contract Documents without delay, interruption or work stoppage

(whether direct or indirect, and including, without limitation, Interruption of delivery of materials to the

Building), pending the resolution or settlement of such dispute (except if and to the extent that a non -

waivable provision of law provides for a Contractor's right to suspend performance for non-payment by

the Owner) and the Contractor shall diligently proceed with the Work upon written order from the

Owner, subject to any later determination of the rights of the parties. In the event that a non -waivable

provision of law gives the Contractor the right to suspend performance, the Contractor (i) must provide

the Owner written notice at least fifteen (15) calendar days before the Contractor's intended

suspension, which notice (a) shall provide in detail the reasons for the intended suspension, (b) shall

not be effective until received by Owner and Construction Manager, and (c) shall not be effective unless

it is given by hand delivery or by registered mail, return receipt requested, to the Owner and with a

copy to Parkmerced Owner LLC One Maritime Plaza, Suite 1900, San Francisco, CA, 94111, marked

attention: General Counsel) and (ii) may not suspend performance until thirty (30) days have elapsed

from the effective date of such notice and the Owner or the Owner has not cured the deficiency

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specified in such notice within such thirty (30) day period or has commenced curing such deficiency

and is diligently and expeditiously proceeding to cure the same.

ARTICLE XXIV NOTICES

Notices required or desired to be given hereunder shall not be effective unless given by hand delivery

or mailed by registered mail, to the Contractor at the "Contractor's Address" or to the Owner at the

"Owner's Address" as both are given on page 1. Notice given by hand delivery shall be deemed given

upon receipt. Notices given by mail shall be deemed given seventy-two (72) hours from the time of

mailing.

ARTICLE XXV MODIFICATIONS

This Contract shall not be modified by any oral agreement, or by an implied agreement or custom, and

no waiver by the Owner or the Owner of the provisions of this Contract shall be deemed to have been

made, unless in writing. This Contract is executed by the Owner, and shall be governed by and

construed in accordance with the laws of the State of California.

ARTICLE XXVI PARTIES BOUND

This Contract and every covenant and provision hereof shall bind, apply to and run in favor of the

parties hereto, and their successors in interest, and legal representatives. The Owner shall be deemed

an intended beneficiary of this Contract; however, nothing contained herein or in any of the other

Contract Documents shall create any obligation on the part of the Owner to a subcontractor or supplier

for payment or for giving the a subcontractor or supplier notice after making any payment to the

Contractor or otherwise. The person on behalf of the Contractor represents and warrants that he or

she is duly authorized to execute this Contract on behalf of the Contractor, that this Contract has been

duly executed and delivered by the Contractor, and is enforceable against the Contractor in accordance

with its terms. All other contracts, change orders, requisitions, releases, guarantees, amendments and

other documents pertaining to the Project must be executed by an officer (if a corporation), general

partner (if a partnership) or manager or member, as the case may be (if a limited liability company) or

other authorized signatory, and the Contractor shall, upon request, provide the Owner with evidence

satisfactory to the Owner of the authority of such signatory.

ARTICLE XXVII LIMITATION OF ACTION

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No action arising out of the Contract Documents shall be maintained by the Contractor against the

Owner (except a third party action, counterclaim or cross-claim) unless such action is commenced

within twelve months after the date on which the Contractor's application for final payment is due in

accordance with Article XV.

ARTICLE XXVIII LOAN

The Owner may assign its interest in this Contract to a lender if required under the loan documents, in

which event the Contractor shall execute and deliver any agreement or other instrument, in form and

substance acceptable to the lender, to evidence the Contractor's agreement to continue to perform

under this Contract for the lender and to do certain other things reasonably required by the lender in

furtherance of the lender’s right to secure performance hereunder.

ARTICLE XXIX DEFINED TERMS

For purposes of this Contract:

A. Whenever the Contract Documents require the Contractor to "furnish" any materials, fixtures, tools

or equipment or provide for the "furnishing" of same by a subcontractor, it shall be deemed to require,

without limitation, that the Contractor shall deliver all materials, fixtures, tools and equipment to the

Project site, with all accessories and instructions for the complete installation of such materials, fixtures

and equipment.

B. Whenever the Contract Documents require the Contractor to "install" any materials, fixtures or

equipment, or provide for the "installation" of same by the Contractor, it shall be deemed to require,

without limitation, that the Contractor shall provide all labor, tools, equipment and incidental materials

to receive, unload, count, check for damage, sign receipts for, handle, store, secure, protect, distribute,

hoist, assemble, and construct such materials, fixtures and equipment for operation of a complete

system.

C. Whenever the Contract Documents require the Contractor to "provide" any materials, fixtures, tools

or equipment, it shall be deemed to require, without limitation, the Contractor's "furnishing" (as defined

above) and "installation" (as defined above) of same.

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D. The term "full completion" shall mean the full and complete approval by all necessary governing

bodies of any and all permits issued for the entire Project, whether the Contractor or the Owner was

responsible for procuring said permits, unless specifically provided otherwise.

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ARTICLE XXX GENERAL AND MISCELLANEOUS

A. Each of the Recitals to this Contract is incorporated into the provisions hereof.

B. The rights of Contractor under this Contract are personal to Contractor and may not be

assigned without the prior written consent of Owner. Any request for consent to an assignment may

be granted or withheld in Owner's sole and absolute discretion. Subject to the foregoing provision, this

Contract shall inure to the benefit of and be binding upon the parties to this Contract and their

respective successors and assigns.

C. The use of headings, captions and numbers in this Contract is solely for the convenience of

identifying and indexing the various provisions in this Contract, and all representations, warranties,

inducements, promises or agreements, oral or otherwise, between the parties not embodied in this

Contract shall be of no force or effect.

D. If any term, covenant, condition or provision of this Contract, or the application thereof to any

person or circumstance, shall ever be held to be invalid or unenforceable, then in each such event the

remainder of this Contract or the application of such term, covenant, condition or provision to any other

person or any other circumstance (other than those as to which it shall be invalid or unenforceable)

shall not be thereby affected, and each term, covenant, condition and provision hereof shall remain

valid and enforceable to the fullest extent permitted by law.

E. All rights, remedies, powers and privileges conferred under this Contract on the parties shall

be cumulative of and in addition to, but not restrictive of or in lieu of those conferred by law.

F. Failure by any party to complain of any action, non-action or default of the other party shall not

constitute a waiver of any aggrieved party's rights hereunder. Waiver by any party of any right arising

from any default of the another party shall not constitute a waiver of any other right arising from a

subsequent default of the same obligation or for any other default, past, present or future.

G. This Contract may be executed in several counterparts, each of which shall be deemed an

original, and all of such counterparts together shall constitute one and the same instrument.

H. Each party agrees that, notwithstanding any other provision of this Contract or any rights which

Contract might otherwise have at law, equity, or by statute, whether based on contract or some other

claim, any liability of Owner to Contractor shall be satisfied only from Owner's interest in the Project.

Without limiting the generality of the foregoing, none of the members, managing members, general or

limited partners, employees, agents or affiliates of Owner shall in any manner be personally or

individually liable for the obligations of Owner hereunder or for any claims related to this Contract or

the operation of the Project.

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IN WITNESS WHEREOF, the undersigned have duly executed and delivered this Contract as

of the date first above written.

Contractor: Owner:

XXX. Parkmerced Owner LLC

By: By:

Date: Date:

Name: Name:

Title: Title:

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RIDER TO CONTRACT

DATED March 29, 2017 BETWEEN

XXX. as “Contractor”, and

Parkmerced Owner LLC “Owner”,

Pertaining to the Buildings known as Parkmerced.

LABOR AND MATERIALS TO BE FURNISHED BY CONTRACTOR:

Per Contract Rider A, dated March 29, 2017, attached hereto

DRAWINGS AND SPECIFICATIONS:

Per Contract Rider A, dated March 29, 2017 attached hereto

CONTRACT PRICE:

Lump Sum in the amount of $xx,xxx (number) for the Shuttle Stop Signage and as further

enumerated in Contract Rider A, dated March 29, 2017 attached hereto

ALTERNATES: Per Contract Rider A, dated March 29, attached hereto

UNIT PRICES: Per Contract Rider A, dated March 29, 2017, attached hereto, which prices shall not be subject to

increase by any reason.

PROGRESS SCHEDULE:

Per Contract Rider A, dated March 29, 2017, attached hereto

BONDS REQUIRED:

None Required

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INSURANCE REQUIREMENTS FOR CONTRACTOR

Submit standard COI coverage to be reviewed by Maximus for Approval. Certificate of Insurance will also be required to meet the requirements of BART

and West Lake Mall.

Prior to the commencement of the Work, Contractor shall procure and maintain, for the term of this

Contract, from insurance companies licensed in the State of California, with a Best’s rating of A-VIII

or better the following insurance, and satisfactory to the Managing Agent and Owner.

A. Worker's Compensation insurance in accordance with statutory requirements of the State

of California, Employers Liability (with $1 Million limit of liability), including a Waiver of Subrogation against Additional Insureds. Longshoremen's and Harbor Workers' coverage shall also be included if such exposure might exist.

i. Commercial General Liability insurance which shall be on a per occurrence basis and shall include, without limitation coverage for all operations, Independent Contractors, Blanket Contractual Liability (oral or written), Completed Operations and Products Liability, Broad Form Property Damage, Explosion, Collapse and Underground Hazards (X, C, and U). The policy shall:

1. Contain limits of liability of not less than $1 Million per project Combined Single Limit per occurrence with a $2 Million Aggregate Limit. Said insurance shall not have any deductible or self-insured retention amount unless otherwise agreed to in writing by the Managing Agent in its sole discretion (and if the Managing Agent shall so agree, the Contractor shall be fully responsible for payment of all deductibles and self-insured retention amounts).

2. Provide that the Completed Operations shall cover a period of two years following termination of the Project and shall include continued contractual indemnity for the same period of time and contain limits of liability of not less than $1 Million.

3. Include (I) Knowledge of Occurrence and Notice of Occurrence Endorsements, and an Unintentional Errors and Omissions Clause.

4. Require 30 Days Written Notice of Cancellation to named and additional insured’s.

ii. Commercial Automobile Liability. Insurance, covering Owned, Non-Owned and Hired Vehicles, providing Bodily Injury and Property Damage coverage, all on a per occurrence basis. Limits of Liability shall be not less than $1 million Combined Single Limit.

b. Umbrella insurance for not less than $2 Million per project. If umbrella insurance is written by more than one company, any layers above the first one shall follow the form of the primary policy.

B. Additional Insureds; Evidence of Insurance, etc. Without limiting the generality of the foregoing, the following shall be named as additional insured:

1. Parkmerced Owner LLC 2. Sutro Management Group, Ltd. 3. Maximus Real Estate Partners, LLC

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4. Parkmerced Investors Prosperities, LLC 5. The affiliates, subsidiaries and partners, agents and employees of

each the above named parties.

To the maximum extent permitted by law, Contractor hereby agrees to indemnify and hold harmless (but not to defend) the Owner and each of the "Additional Insured Parties" named above (the "Indemnitees") from and against all loss, claims, and expense, including, without limitation, attorneys' fees, expert witness' and Contractors' fees, to the extent arising out of or connected with the negligent acts or omissions, breach of this Agreement or willful misconduct by Contractor or anyone for whom Contractor is responsible. Contractor shall not be required to indemnify any Indemnitee for claims, damages, losses, and expenses to the extent caused by or arising out of such party's active negligence or willful misconduct. Such obligations of Contractor hereunder shall not be limited by the availability, limits, or coverage of insurance carried or required herein, or required by law to be carried.

All insurance policies required under this Contract shall name the persons or entities

indicated below and such other persons or entities as the Owner or the Managing Agent

may require, as additional insureds and shall require the insurer to give all additional

insureds at least thirty (30) days prior written notice of cancellation or amendment to its

policy. The Contractor shall not start any of the Work until all insurance coverage has been

approved by the Owner or the Managing Agent or their assignee. Prior to the

commencement of the Work, The Contractor shall deliver certificates for the required

insurance to the Owner or the Managing Agent or their assignee, with evidence of payment

of the premiums thereon and, if requested by the Owner, the Managing Agent or their

assignee, certified copies of the policies, with all endorsements thereto. If the Contractor

shall fail to provide any item required hereby on a timely basis, the Owner, the Managing

Agent or their assignee may obtain such insurance and charge the cost thereof to the

Contractor. The Contractor shall furnish the Owner, the Managing Agent or the assignee at

once with copies of all endorsements which may be issued amending the coverage of any

policy; in no event however, shall any endorsement be permitted which shall diminish the

coverage or limits of any insurance required hereby.

C. Policy Renewals. If at any time during the term of this Contract any policy for insurance agreed to be provided hereunder by the Contractor shall expire or for any reason be cancelled, or if the Owner, the Managing Agent or their assignee shall deem the amount of the coverage provided for thereunder to be inadequate, or coverage for risks other than those provided for herein shall be required by law or deemed reasonably necessary by the Owner, the Managing Agent or their assignee, the Contractor shall promptly comply with the request of the Owner, the Managing Agent or its assignee to provide the cancelled or expired coverage or increase the amount of existing coverage, as the case may be, and upon the Contractor’s failure to so provide within five (5) days of the giving of notice thereof by the Owner, the Managing Agent or their assignee, the Owner, the Managing Agent or their assignee may provide therefore and charge the cost to the Contractor.

D. Insurance of Contractor's Property; Waiver of Subrogation.

a. Insurance Required. The Contractor shall maintain insurance (the "Contractor’s Property Insurance") on the Contractors property and equipment at the Project for All Risks, including, without limitation, Fire and Extended coverage. The Contractor’s Property Insurance policy or policies shall contain, in substance, the following endorsement:

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"This insurance shall not be invalid should the insured waive, in writing, prior to a loss, any or all right of recovery against any party for the loss occurring to the property described herein".

b. Waiver of Subrogation. The Contractor shall not make any claim against, or seek to recover from the Owner, the Managing Agent or the Construction Manager (if any) any loss or damage to the Contractor’s property or equipment located at the Building or elsewhere, by the perils within the scope of the Contractor’s Property Insurance, whether or not the loss or damage is due to their negligence or that of their servants, agents or employees.

c. Primary Policies. The commercial general liability insurance policies required of the Contractor by this Contract must provide that they are primary policies in any dispute, claim or action arising out of or relating to the performance of this Contract and shall respond in the first instance to any such claims, actions or disputes. Any policies of insurance not the subject of express agreement herein shall be considered excess to the commercial general liability insurance policies as herein before described. Any claims made or arising in any way from the performance of the Work subject of this Contract may be tendered under the insurance policy provided by the Contractor as herein above described first and said policy shall respond in the first instance as primary insurance for and against said claim.