STANDARD FORM PRIME CONTRACT BETWEEN …

1 - 1 - ASSOCIATED GENERAL CONTRACTORS OF CALIFORNIA, INC. STANDARD form PRIME CONTRACT BETWEEN OWNER AND CONTRACTOR -- COST PLUS FEE WITH AN OPTION FOR A GUARANTEED MAXIMUM PRICE TABLE OF CONTENTS Page ARTICLE 1. DEFINITIONS .. 2 ARTICLE 2. CONTRACT DOCUMENTS .. 3 ARTICLE 3. SITE INVESTIGATION .. 4 ARTICLE 4. DIFFERING SITE CONDITIONS .. 4 ARTICLE 5. SITE ACCESS AND RIGHTS OF WAY .. 5 ARTICLE 6. SURVEYS .. 5 ARTICLE 7. PROSECUTION OF THE WORK .. 5 ARTICLE 8. MATERIALS, EQUIPMENT AND 6 ARTICLE 9. LABOR AND SUPERVISION .. 6 ARTICLE 10. ROYALTIES .. 6 ARTICLE 11.

2 PERMITS, LICENSE AND REGULATIONS .. 6 ARTICLE 12. INSPECTION OF WORK .. 7 ARTICLE 13. WARRANTY .. 7 ARTICLE 14. PAYMENTS/COST OF WORK .. 7 ARTICLE 15. CHANGES .. 10 ARTICLE 16. EXTENSIONS OF TIME .. 10 ARTICLE 17. CLAIMS .. 11 ARTICLE 18. RIGHTS AND REMEDIES .. 11 ARTICLE 19. TERMINATION .. 11 ARTICLE 20. SUSPENSION OF WORK .. 12 ARTICLE 21. COMPLETION AND ACCEPTANCE .. 12 ARTICLE 22. SURETY BONDS .. 13 ARTICLE 23. PROTECTION OF THE PUBLIC AND OF WORK AND PROPERTY .. 13 ARTICLE 24. INSURANCE .. 14 ARTICLE 25. ASSIGNMENT .. 16 ARTICLE 26. WORK BY OWNER OR BY SEPARATE CONTRACTORS.

3 16 ARTICLE 27. SUBCONTRACTS .. 17 ARTICLE 28. ARCHITECT/ENGINEER S AUTHORITY .. 17 ARTICLE 29. MEDIATION & ARBITRATION .. 17 ARTICLE 30. GOVERNING LAW ..18 ARTICLE 31. NOTICE .. 18 ARTICLE 32. MISCELLANEOUS PROVISIONS .. 18 Associated General Contractors of California, Inc. 2013 form AGCC - 01B Revised 05/13 - 2 - ASSOCIATED GENERAL CONTRACTORS OF CALIFORNIA, INC. STANDARD form PRIME CONTRACT BETWEEN OWNER AND CONTRACTOR COST PLUS FEE WITH AN OPTION FOR A GUARANTEED MAXIMUM PRICE This agreement (the CONTRACT ) is entered into this day of , 20 , BETWEEN ( Owner ) (Name and Address of Owner) and ( Contractor ) (Name and Address of Contractor) (California Contractor s License No.)

4 In connection with that work of improvement known as to be constructed for Owner located at (Project Address) Assessor s Parcel No. (the Project ). The construction lender for the Project is Branch of located at ; ; (Name of Lender) (Branch Manager) Loan No.. The architect/engineer for the Project is , (Name) (Address) The Owner wishes to engage the Contractor to perform the Work, as defined below, on the terms and conditions set forth in the CONTRACT Documents, as defined below. THEREFORE, the parties agree as follows: A. The Contractor shall perform the work in compliance with the CONTRACT Documents, which consist of this CONTRACT (including the general conditions), the attached schedules, and any supplementary, special or other conditions, drawings, specifications, all addenda issued prior to the execution of this CONTRACT , and all change orders, modifications, and amendments issued after execution of this CONTRACT .

5 The CONTRACT Documents are specifically enumerated in the attached Schedule A. - 3 - ASSOCIATED GENERAL CONTRACTORS OF CALIFORNIA, INC. B. The Contractor shall supply all labor, materials, equipment and supervision necessary to complete all of the work described in the attached Schedule B (the Work ). C. The Work shall be commenced and completed according to the Project Schedule attached as Schedule C, subject to extensions and modifications as are made pursuant to the CONTRACT Documents. D. The Contractor and Owner explicitly agree to cooperate fully with each other in carrying out their duties under this CONTRACT , and recognize that this CONTRACT establishes a duty of good faith and fair dealing toward each other.

6 E. The Owner shall pay the Contractor in current funds for the performance of the Work, subject to additions and deductions as provided in the CONTRACT Documents, the CONTRACT Price as defined and as more fully described in Article 14. The CONTRACT Price shall be the Contractor s fee as defined in Article 14 plus the cost of the Work as defined in Article 14, subject to any Guaranteed Maximum Price ( GMP ) established in Article 14 and any adjustment made in accordance with the CONTRACT Documents. All provisions regarding retention, security in lieu of retention and/or liquidated damages, are fully set forth in Schedule D.

7 GENERAL CONDITIONS ARTICLE 1. DEFINITIONS. In this CONTRACT , the following definitions shall apply: Architect/Engineer the person, partnership or corporation retained by the Owner for the design and observation of the Work and, unless otherwise stated in writing by the Owner, the authorized representative of the Owner on the site of the Work. If no Architect/Engineer is designated by this CONTRACT , any reference to the Architect/Engineer shall be deemed a reference to the Owner. CONTRACT the signed agreement BETWEEN the Owner and the Contractor that is part of the CONTRACT Documents.

8 CONTRACT Documents as defined in Paragraph Contractor the person, partnership, joint venture, limited liability company or corporation signatory to the CONTRACT that is to perform the Work in accordance with the CONTRACT Documents. CONTRACT Price the total compensation to be paid to the Contractor for the performance of the Work, as provided for in Article 14, and as maybe amended during the course of performance of the Work. CONTRACT Time the number of calendar days as set forth in the CONTRACT , as may be amended by the CONTRACT Documents, during which Substantial Completion of the Work much achieved.

9 Final Completion the completion of the Work, including the submission of all final releases, documents and manuals required by the CONTRACT Documents. Owner the person, partnership or corporation signatory to the Contact to whom the Contractor is responsible for the performance of the Work, or the authorized representative designed by the Owner in writing, on whose authority, acts, and instructions the Contractor may rely, unless otherwise limited in writing by the Owner. Project the facility or structure(s) to be constructed as part of the Work.

10 - 4 - ASSOCIATED GENERAL CONTRACTORS OF CALIFORNIA, INC. Subcontractor any person, partnership, joint venture, limited liability company or corporation which has a CONTRACT with the Contractor to furnish labor, material, or equipment as part of the Work. Sub-subcontractor any person, partnership, joint venture, limited liability company or corporation which has a CONTRACT with a Subcontractor to furnish labor, material, or equipment as part of the Work. Substantial Completion the point in the progress of the Work when the Owner may use the Project for the purpose intended.