Common use of General Conditions Clause in Contracts

General Conditions. A. General Compliance SUBRECIPIENT agrees to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. “Independent Contractor” Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The CITY shall be exempt from the payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services or subject matter called for in this Agreement. Upon completion of the work, SUBRECIPIENT does hereby release and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees or any other type of relief arising out the care, maintenance, operation, and control of the CDBG funded activities by the CITY. D. Grantee Recognition SUBRECIPIENT shall insure recognition of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement.

General Conditions. A. General Compliance SUBRECIPIENT agrees SECTION 1. Protective rain jackets shall be provided for any employee required to comply with perform work in the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise availablerain. B. “Independent Contractor” Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services to be performed under this AgreementSECTION 2. The CITY Employer agrees that em­ ployees shall not be exempt from the payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services or subject matter called for in this Agreement. Upon completion of the work, SUBRECIPIENT does hereby release and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees required to contribute to charity or any other type causes, nor shall quotas be established by the Employer, whether for an individ­ ual employee or group of relief arising out employees, or suggested amounts of contributions be made by the careEmployer. Any contributions which may be made by employees for such purpose shall be purely voluntary. SECTION 3. The Employer agrees to furnish uniforms or aprons. Any laundry expense for aprons, maintenancespecial uniforms or headwear, operationor purchase of same, shall be borne by the Employer. SECTION 4. The Union agrees to issue a Union Store Card and/or window decals to the Employer under the rules governing Union Store Cards set forth in the Constitution of the Retail Clerks Inter­ national Association. Such Union Store Card and decals are, and control shall remain, the property of said International Association, and the Employer agrees to surrender said Union Store Card and/or decals to an authorized representative of the CDBG funded activities Union on demand in the event of failure by the CITY. D. Grantee Recognition SUBRECIPIENT shall insure recognition Employer to observe the terms of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding sourceor the conditions under which said Union Store Card and/or decals are issued. In addition, SUBRECIPIENT will include a reference The Employer may display such Union Store Cards and decals in conspicous areas accessible to the support provided herein public, in all publications made possible with funds made available under each establishment covered by this Agreement. SECTION 5. The Employer agrees to qualify all employees under the State Unemployment Com­ pensation and State Industrial Accident Funds, or insurance of equal coverage. SECTION 6. Charges for required physical ex­ amination shall be borne by the Employer. SECTION 7. No employee shall be required to make good any bad checks cashed, unless said checks are cashed in violation of published store or company rules and regulations that have been made known to the employee. SECTION 8. In cases of dissolution of a part­ nership, the remaining partner shall be expressly obligated to carry out the terms of this Agreement, regardless of whether or not he was signatory to the original Agreement.

General Conditions. A. General Compliance SUBRECIPIENT agrees 16.1 It is expressly understood that employees receiving more than the minimum compensation or doing more favorable working conditions than provided for in this Agreement shall not suffer by reason of signing or adoption; however, the terms of this Agreement are intended to comply with cover only minimums of wages and other employee benefits. The Employer may place superior wages and other employee benefits in effect and reduce the requirements of Title 24 same to the minimum herein prescribed without the consent of the Code of Federal Regulations, Part 570 (Union. 16.2 All aprons and uniforms required by the U.S. Housing Employer shall be furnished and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulationskept in repair by the Employer and, except that (1) SUBRECIPIENT does not assume where the CITY’s environmental responsibilities described in 24 CFR 570.604 garment is of drip-dry material, the Employer shall pay for the laundering of same. 16.3 All employees shall be covered by Industrial Insurance and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process Medical Aid under the provisions of 24 CFR Part 52. SUBRECIPIENT also the Workmen's Compensation Act of the State of Washington, or guaranteed equal coverage. 16.4 In the event any employee covered by this Agreement shall be called or conscripted for any branch of the United States Military Service, he shall retain, consistent with his physical and mental abilities, all seniority rights hereunder for the period of this Agreement or any renewal or extension thereof, provided application for reemployment is made within ninety (90) days after being honorably discharged from such military service, current federal law to govern at time of application. 16.5 The Union agrees to comply with all other applicable Federal, state issue a Union Store Card and/or window decals to the Employer. Such Union Store Cards and local laws, regulationsdecals are and shall remain the property of the United Food & Commercial Workers International, and policies governing the funds provided under this Agreement. SUBRECIPIENT further Employer agrees to utilize funds available under this Agreement surrender said Union Store Cards and/or decals to supplement rather than supplant funds otherwise available. B. “Independent Contractor” Nothing contained an authorized representative of the Union on demand in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship event of employer/employee between proven failure by the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect Employer to observe the services to be performed under terms of this Agreement. The CITY Employer shall be exempt from the payment of all Unemployment Compensation, FICA, retirement, life display such Union Store Cards and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services or subject matter called for decals in this Agreement. Upon completion of the work, SUBRECIPIENT does hereby release and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees or any other type of relief arising out the care, maintenance, operation, and control of the CDBG funded activities by the CITY. D. Grantee Recognition SUBRECIPIENT shall insure recognition of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a reference conspicuous areas accessible to the support provided herein public, in all publications made possible with funds made available under each establishment covered by this Agreement. 16.6 If any employee is required to travel from one place to another during the course of the performance of the day's work, said employee shall be compensated for such time and for any legitimate expenses incurred. Such employees shall be reimbursed for public transportation expense if used, or be granted mileage allowance at the IRS allowable rate per mile if the employee provides the vehicle to be used. 16.7 The employee agrees to faithfully perform the duties assigned to the best of their ability and to use their best efforts to promote the business of the Employer at all times. 16.8 After first contacting the Employer or his representative, the Business Representative of the Union shall be allowed access to the stores to investigate the working conditions to see that this Agreement is in full force and effect, providing that all contacts will be handled so as to not interfere with the employee's duties or with service to the customers. 16.9 The Employer shall furnish to the Union on written request, a copy of the payroll records of all bargaining unit employees, but not more than one (1) payroll record need be furnished during a twelve (12) month period. 16.10 If the addition of a second U-Scan unit in any store has a material impact on any of the bargaining unit employees, the parties will agree to bargain over the effects of the installation of the second U-Scan unit in that store. A "unit" is defined as a bank with one to four self-scanners.

General Conditions. A. The STATE and the MTC agree to the following General Compliance SUBRECIPIENT agrees Provisions: 1. The terms of this Agreement supersede, to comply with the requirements extent of Title 24 any conflict, all prior agreements between the STATE and the MTC relating to the PROJECT. 2. All obligations of the Code of Federal Regulations, Part 570 (STATE and the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process MTC under the provisions terms of 24 CFR Part 52this Agreement are subject to the appropriation of resources by the Legislature, State Budget Act authority and the allocation of funds by the California Transportation Commission as to the STATE and by the MTC’s governing board as to the MTC. SUBRECIPIENT also agrees The California Transportation Commission will have exclusive jurisdiction relating to comply selection of the PROJECT pursuant to Streets and Highway section 143. 3. Signed and itemized invoices shall be submitted on a monthly basis to the LEAD AGENCY, in triplicate, with specific details of all other applicable Federalcosts incurred during the period of the invoice. Invoices will meet format and content requirements specified by the LEAD AGENCY. Each invoice shall be submitted to the LEAD AGENCY’S Project Manager for approval and forwarding to the appropriate accounting office for payment. 4. Neither the STATE nor any officer or employer thereof is responsible for any injury, state and local lawsdamage or liability occurring by reason of anything done or omitted to be done by the MTC under or in connection with any work, regulations, and policies governing authority or jurisdiction conferred upon the funds provided MTC under this Agreement. SUBRECIPIENT further agrees It is understood and agreed that, the MTC will fully defend, indemnify, and save harmless the STATE and all its officers and employees from all claims, suits, or actions of every name, kind and description brought forth under, including but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted by the MTC under this Agreement. 5. Neither the MTC nor any officer or employer thereof is responsible for any injury, damage or liability occurring by reason of anything done or omitted to utilize funds available be done by the STATE under or in connection with any work, authority or jurisdiction conferred upon the STATE under this Agreement. It is understood and agreed that, the STATE will fully defend, indemnify, and save harmless the MTC and all its officers and employees from all claims, suits, or actions of every name, kind and description brought forth under, including but not limited to, tortious, contractual, inverse condemnation, or other theories or assertions of liability occurring by reason of anything done or omitted by the STATE under this Agreement. 6. The STATE shall furnish the LEAD AGENCY with all necessary copies of work performed relating to the PROJECT. 7. The parties shall agree on a protocol for compliance with the California Public Records Act in carrying out the work plan. 8. If any party receives a public records request pertaining to the PROJECT, that party will notify the other party within five working days of receipt and make the other party aware of any potentially-disclosable public records. No records will be disclosed prior to the time a response is required pursuant to the Government Code sections 6250 et seq in order to allow the parties to consult with one another regarding the request. If a basis for doing so exists, the party receiving the request will implement the up-to-14-day extension described in Government Code section 6253, subdivision (c). 9. Nothing within the provisions of this Agreement is intended to create duties or obligations to or rights in third parties who are not parties to this Agreement or to affect the legal liability of either party to the Agreement by imposing any standard of care with respect to the development, design, construction, operation, or maintenance of the SHS and public facilities that is different from the standard of care imposed by law. 10. No alteration or variation of the terms of this Agreement shall be valid unless made by a formal amendment executed by the parties hereto and no oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto. 11. Neither party may assign or attempt to assign their respective rights, duties and obligation under this Agreement to supplement rather than supplant funds otherwise availablea party that is not a signatory to this Agreement, except with the prior written consent of the other party. Any such assignment or attempted assignment is void and shall have no force or effect. B. “Independent Contractor” Nothing 12. Any ambiguity contained in this Agreement will not be interpreted against the Parties. The Parties waive the provisions of Civil Code section 1654. 13. If any legal action, arbitration or other judicial proceeding is intended tobrought based on an alleged dispute, breach, default, or misrepresentation regarding this Agreement, the prevailing party or parties shall be entitled to recover reasonable attorneys' fees and the other costs incurred in that action or proceeding. The prevailing party or parties shall also be entitled to obtain any other relief to which the prevailing party or parties may be entitled. 14. If any provision of this Agreement is held invalid or unenforceable by any court of final jurisdiction, (i) said provision shall be interpreted in a manner that will eliminate only the part of the provision that is invalid or unenforceable and that will give effect to the intent of the parties as discerned from the remaining provisions of this Agreement, (ii) the remainder of this Agreement shall remain in full force and effect, and (iii) all other provisions of this Agreement be construed in any mannerto remain fully valid, as creating or establishing the relationship of employer/employee between enforceable, and binding on the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The CITY shall be exempt from the payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services or subject matter called for 15. Nothing in this Agreement, whether express or implied, is intended to confer any rights or remedies under or by reason of this Agreement on any persons other than the parties to this Agreement and their respective successors and assigns. Upon completion This Agreement is not intended to relieve or discharge the obligation or liability of any third persons to any party to this Agreement, nor shall any provision give any third persons any right of subrogation or action over against any party to this Agreement. 16. Nothing in this Agreement, whether express or implied, is intended to modify, abridge or otherwise affect the design, construction, or operation of value pricing high occupancy vehicle lanes by the Sunol Smart Carpool Lane Joint Powers Authority (Sunol JPA), the Alameda County Congestion Management Agency (ACCMA), or the Santa Xxxxx Valley Transportation Authority (VTA). Likewise, nothing in this Agreement, whether express or implied, is intended to modify, abridge or otherwise affect the cooperative agreement between the Bay Area Toll Authority (BATA) and the Sunol JPA for the operation of the workI-680 express lanes, SUBRECIPIENT does hereby release and discharge the CITY from any and all claimsdated January 1, liabilities2010, demands, suits or causes of action for damages, expenses, attorney’s fees or any other type similar cooperative agreement between BATA and ACCMA or BATA and VTA for the operation of relief arising out the care, maintenance, operation, and control of the CDBG funded activities by the CITYtheir express lanes. D. Grantee Recognition SUBRECIPIENT shall insure recognition 17. No waiver of the role any term, covenant or condition of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as effective unless the waiver is made in writing and executed by all the parties. No failure to funding sourceenforce a term, covenant or condition of this Agreement shall be deemed to be a waiver of the term, covenant or condition. In additionNo waiver of any term, SUBRECIPIENT will include covenant or condition shall imply or constitute a reference waiver of any other term, covenant or condition. Unless otherwise stated in the waiver, no waiver of a provision of this Agreement shall constitute a continuing waiver. 18. This Agreement, together with the exhibits attached hereto, represents the entire agreement of the parties hereto related to the support subject matter hereof, and any prior agreements, promises, negotiations, or representations, whether oral or written, not expressly set forth in this Agreement are superseded and of no force and effect. This Agreement may be modified only in a writing signed by authorized representatives of the parties. There are no oral or written collateral representations, agreements or understandings except as provided herein herein. Each party acknowledges that it is not entering into this Agreement on the basis of any representations not expressly contained in all publications made possible with funds made available under this Agreement. 19. All exhibits and other documents attached to this Agreement are hereby incorporated into this Agreement by this reference. 20. This Agreement may be executed in counterparts, each of which shall constitute an original, and all of which shall constitute one agreement. Signatories may execute this Agreement through individual signature pages provided that each signature is an original. This Agreement is not fully executed until all exhibits, attachments, and original signatures are attached. 21. This Agreement shall terminate upon or reversion of the PROJECT assets to the STATE or MTC (as applicable), whichever is later.

General Conditions. A. General Compliance SUBRECIPIENT agrees The powers to comply be transferred shall be exercised or applied exclusively within the territorial boundaries of the MUNICIPALITY, and the effects thereof shall not transcend the territorial area of the jurisdiction of the MUNICIPALITY. Nonetheless, if the statutes that regulate the delegated powers establish administrative fines, the MUNICIPALITY may apply the fines for actions performed outside the territorial limits when the prohibited action or omission produces effects within the limits of the MUNICIPALITY. B. The MUNICIPALITY shall exercise the transferred powers with the requirements sole purpose of Title 24 promoting the social and economic wellbeing of the Code population and achieving the land management goals and objectives, as established in Article 13.002 of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K Autonomous Municipalities Act. C. The following shall be taken into consideration in evaluating projects the evaluation power of these regulations, except that (which is reserved for the agencies of the CENTRAL GOVERNMENT: 1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under . The concerned public agency shall consider the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees the applicable Land Management Plan when evaluating the application and shall take the necessary measures to comply make it in keeping with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise availablePlan insofar as possible. B. “Independent Contractor” Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement2. The CITY concerned public agency shall be exempt from ask the payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify MUNICIPALITY for comments in evaluating the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services or subject matter called for in this Agreement. Upon completion of the work, SUBRECIPIENT does hereby release and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees or any other type of relief arising out the care, maintenance, operation, and control of the CDBG funded activities by the CITYapplication. D. Grantee Recognition SUBRECIPIENT The PLANNING BOARD and the REGULATIONS AND PERMITS ADMINISTRATION shall insure recognition be under the obligation to resolve, within a reasonable period of time, the consults, use and construction permit applications and any other application under their responsibility in their jurisdiction. They shall maintain jurisdiction over these cases until a final decision is made. In these cases, the PLANNING BOARD and the REGULATIONS AND PERMITS ADMINISTRATION shall apply the regulations that the MUNICIPALITY has replaced and approved and the provisions of the role Land Management Plan. The MUNICIPALITY shall receive all new applications, refer to the PLANNING BOARD and the REGULATIONS AND PERMITS ADMINISTRATION the applications regarding the powers retained and not transferred to the MUNICIPALITY regarding land management and process those that are transferred to it by virtue of this Agreement. E. In the case of projects in which the central agencies have the power of consideration, after examining the file, the MUNICIPALITY, through the Permits Office, shall transfer the file to the corresponding agency within a period that shall not exceed ten (10) days following the filing date of the CITY application so that the agency will act in providing services through accordance with the law. F. In accordance with Section 18.10 of the Regulations on Municipal Land Management Plans and the Transfer and Management of Powers, Planning Regulations Number 24, the PLANNING BOARD and the REGULATIONS AND PERMITS ADMINISTRATION shall provide to the MUNICIPALITY, within a maximum of fifteen (15) business days, a certified copy of the files, plans and other documents related to the prior history of the cases and matters regarding the land management responsibilities that are transferred to it by virtue of this AgreementAgreement and that the MUNICIPALITY requests from the PLANNING BOARD or the REGULATIONS AND PERMITS ADMINISTRATION. G. The MUNICIPALITY agrees to maintain in its organizational structure the duties of a Permits Office and a Land Management Office that will perform the duties established in Article 13.013 of the Autonomous Municipalities Act. All activitiesThe MUNICIPALITY agrees to include in its annual budget the necessary allocations for the operation of said offices. H. The terms, facilities procedures and items utilized pursuant conditions related to requests for the reconsideration, appeal or judicial review of decisions made by the MUNICIPALITY when enforcing the powers transferred by means of this Agreement shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a reference those applicable to the support provided herein decisions of the REGULATIONS AND PERMITS ADMINISTRATION if the responsibility in all publications question was transferred from said agency to the MUNICIPALITY or those applicable to decisions of the PLANNING BOARD if the responsibility in question was transferred from said agency to the MUNICIPALITY. Within the legal framework of the applicable statute, the decisions shall be made possible in accordance with funds made available under the provisions of Public Law Number 170 of August 12, 1981, as amended, known as the Commonwealth of Puerto Rico Uniform Administrative Procedures Act. I. The MUNICIPALITY recognizes that the transfer of the powers of the PLANNING BOARD and the REGULATIONS AND PERMITS ADMINISTRATION includes the transfer of the legal powers of said agencies to promote compliance and implementation regarding the use of the land. By virtue of this Agreement, the MUNICIPALITY, represented by the mayor or any official the mayor designates, shall be authorized to file the corresponding legal actions to address, report, process and settle complaints regarding use and construction violations related to the transferred powers. J. Any proceedings pending before the PLANNING BOARD, the REGULATIONS AND PERMITS ADMINISTRATION, the Constructions and Lot Development Appeals Board or any court as of the effective date of this Agreement shall continue to be processed until a final decision is made by the agency or court in accordance with the legislation and regulations in force as of the date when said proceedings began. These proceedings shall continue to be processed by the agencies of the CENTRAL GOVERNMENT that are processing the same as of the effective date of this Agreement. Nonetheless, in cases pending before the consideration of an agency or court as of the effective date of the Agreement, said agency or court must apply the new regulations and Land Management Plan in force. The agencies of the CENTRAL GOVERNMENT that are processing said proceedings as of the date of the Agreement herein shall continue to process the same. Once the PLANNING BOARD or the REGULATIONS AND PERMITS ADMINISTRATION determine that a particular process corresponds to the central agency, they shall maintain jurisdiction over the following procedures: re-openings, amendments and extensions. This does not exempt public agencies from taking into consideration the Land Management Plan of the Municipality to make the proposed action be in keeping with the Plan nor exempts them from requesting comments from the MUNICIPALITY. K. The transferred powers shall be exercised in accordance with the rules and procedures established by the legislation, regulations and public policy applicable to the same, including but not limited to Public Law Number 75 of June 24, 1975, as amended, Organic Act of the Puerto Rico PLANNING BOARD; Public Law Number 76 of June 24, 1975, as amended, Organic Act of the REGULATIONS AND PERMITS ADMINISTRATION; Public Law Number 7 of July 19, 1985, as amended, Certifications, Endorsements and Permits Act; Public Law Number 9 of June 18, 1970, as amended, Environmental Public Policy Act; Public Law Number 170 of August 12, 1988, as amended, Uniform Administrative Procedures Act; and Public Law Number 81 of August 30, 1991, as amended, Autonomous Municipalities Act. L. The provisions of this Agreement shall supplement those of the statutes listed in the clause above and any other applicable statute. M. The MUNICIPALITY agrees to provide the technical, economic and human resources needed to perform the powers transferred to it by means of this Agreement and shall allocate the necessary economic resources to pay for the expenses related to the transferred powers. N. The MUNICIPALITY shall assume all liability arising from the actions taken in the exercise of the powers transferred to it by means of this Agreement and expressly holds the PARTY OF THE FIRST PART harmless, and the PARTY OF THE FIRST PART also holds the MUNICIPALITY harmless from any liability for the responsibilities it reserved and the actions related to the same. O. The MUNICIPALITY shall take measures so that the exercise of the powers delegated by the CENTRAL GOVERNMENT will not affect or interrupt municipal duties, activities, efforts, programs, services and operations. P. In executing this Agreement, each party must offer the reasonable cooperation requested by the other party. The party whose cooperation is required must offer said cooperation expeditiously and in keeping with the needs required by the particular situation.

General Conditions. A. General Compliance SUBRECIPIENT If the Function is to serve and/or sell liquor, it must be licensed by the Alberta Liquor Control Board. It is mandatory for the Tenant to obtain at their own expense the item as listed under 1.1 The Tenant must act on and purchase Host Liquor Liability Insurance or Party Liquor Liability Insurance as stated in paragraph 1.2. 1.1 Proper Function Liquor License and abide by all regulations contained therein. 1.1 The Lions Club of Bearspaw does not have Tenants Legal Liability Insurance. In the event that a business or individual renting the Hall desires this special coverage for the Function, they can purchase Tenants Legal Liability Insurance by contacting PAL Insurance at xxxx://xxx.xxxxxxxxx.xxx/images/stories/forms/alberta/partyalcoholss.pdf to complete the Special Events Application form or phone Xxxx Xxxxxxx, Renfrew Insurance (000) 000-0000 or (403) 000- 0000 or phone Xxxx Xxxx, Toole Peet Insurance (403) 245- 1177 or (000) 000-0000 or an insurance broker of your choice. Insurance Co. Name Policy No. Tel For your information only, the Liquor Permit must be obtained first, in order to include Permit number with purchase of Host Liquor Liability Insurance (Liquor Permit Number must appear on Insurance Policy to be valid). The Liquor Permit can only be purchased on weekdays at least seven days before the event. 1.3 It is the Tenant‟s responsibility to have supervision and security mechanisms in place from the beginning to the end of the event in order to: maintain control of the Function; restrict uninvited persons to the premises and to be responsible for any incidents arising involving Liquor or any other condition which could lead to a possible Liability. Note: The stairwell and basement area are strictly out of bounds and Tenant must ensure that entry to this area is restricted. 1.4 Liquor, Beer or Wine purchased under the above ALCB Permit number shall be the only liquor served and consumed within the building premises. Homemade alcoholic beverages are not allowed. Any Bearspaw Lions Club Member has the authority to inspect the progress of this Function, and may terminate the said Contract at any time for any Liquor violations, fire code violations or any unlawful activities taking place on Club property. 1.5 Kitchen Use- if the Tenant has requested and paid for „full hall use‟, the kitchen will be cleaned and professionally sanitized at the expense of the Hall, ready for the Tenant‟s use. If the Tenant has rented the „hall only, kitchen locked‟ and later requests to enter the kitchen, the Tenant will be charged the full cost of cleaning and sanitizing the kitchen. 1.6 Tenant must abide by the capacity limit for the Hall of 120 persons 1.7 This Rental Application may not be considered for acceptance by the Club unless received by the Club at least two weeks prior to the proposed Function date. Rental fee and damage deposits will be returned if cancellation by the Tenant is made in writing prior to fourteen days of the rental date. 1.8 Upon notification to the Tenant at the address stated above, the Club reserves the right to cancel this agreement prior to the date of the Function if it has been determined that the hall is being used for an illegal purpose. Rental fee and deposits paid shall be returned and the Club shall not be liable for any loss or damage. 1.9 The Club shall not be liable for any damage to or loss of personal property brought onto the premises by the Tenant, his agents, guests or Members who attend the Function. 1.10 The Tenant shall return all areas of the property and premises (including the kitchen) back to the general conditions of cleanliness and repair in which it was found. Please refrain from smoking within the building and using confetti etc. All refuse must be placed in garbage bags (provided) and placed outside on the front entrance way or in the galvanized metal garbage container. Table tops to be cleaned, tables and chairs to be returned to designated areas as found or as directed by the Club. If dish sanitizer is used, please follow directions as posted. Kitchen counter tops and sinks must be left clean. Floors to be left clean of debris, and if liquid spillage has occurred, use the kitchen bucket/kitchen mop only to clean – use no soap. 1.11 The Tenant agrees to comply with protect, defend, indemnify and save the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. “Independent Contractor” Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The CITY shall be exempt Club harmless from the payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actionsactions and proceedings including any costs and expenses incurred by the Club, suitsthereby for any loss, charges damage or injury, including death, to any person or persons and judgments whatsoever that arise out to property, arising in connection with the Function as a result of SUBRECIPIENT’s performance any act or nonperformance omission of the services Tenant or subject matter called for in this Agreement. Upon completion of the worktheir members, SUBRECIPIENT does hereby release and discharge the CITY from any and all claimsofficers, liabilitiesemployees, demandsagents, suits or causes of action for damagescontractors, expensesinvitees, attorney’s fees guests or any other type person who attends the Function. 1.12 All costs incurred to repair any damages to the premises incurred as a result of relief arising out the care, maintenance, operation, and control of the CDBG funded activities any act or omission by the CITY. D. Grantee Recognition SUBRECIPIENT shall insure recognition of Tenant or his members, officers, employees, agents, contractors, invitees, guests or any person who attends the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement Function shall be prominently labeled as to funding sourcedetermined by the Hall Manager in its sole discretion and deducted from the damage deposit. In addition, SUBRECIPIENT Any costs higher than the damage deposit will include a reference to be payable by the support provided herein in all publications made possible with funds made available under this AgreementTenant upon demand.

General Conditions. A. General Compliance SUBRECIPIENT agrees The Disbursement Agent's obligation to comply with direct the requirements of Title 24 Pledged Account Bank to disburse funds requested in any Disbursement Request is subject to the satisfaction of the Code of Federal Regulationsfollowing conditions: a. HCS must have submitted a Disbursement Request to the Disbursement Agent and the Independent Construction Consultant, Part 570 (accompanied by the U.S. Housing appropriate Architect's Certificate(s) and Urban Development regulations concerning Community Development Block Grants (CDBGthe appropriate General Contractor's Certificate(s)) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. “b. The Disbursement Agent must have received, (i) the Independent Contractor” Nothing contained in this Agreement is intended toConstruction Consultant's Certificate, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. SUBRECIPIENT shall at all times remain (ii) an “independent contractor” with respect to the services to be performed under this Agreement. The CITY shall be exempt endorsement from the payment Title Insurer insuring through the date of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify such Disbursement that the CITY from Leasehold Mortgage has priority over any and all claims, actions, suits, charges present and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance future Project Liens against the Property and the improvements thereon to the extent of the services funds disbursed (a "Funding Endorsement") and (iii) copies of unpaid invoices, bills, receipts, other evidence of amounts due or subject matter called for paid in connection with the Disbursement Request as the Disbursement Agent may reasonably request and such other information as the Disbursement Agent may reasonably request. c. The Disbursement Agent must not have received any notice from the Trustee that any Default or Event of Default has occurred and is continuing under the Indenture. d. The Disbursement Agent must not have actual knowledge of any material error or inaccuracy in a Disbursement Request. e. On the date of such requested Disbursement, HCS shall have paid all amounts then owed under Section 5 of this Agreement. Upon . f. HCS and the Independent Construction Consultant shall have delivered a certificate substantially in the form of Exhibit "G" hereto dated the later of August 10, 1999 and the date of the latest amendment to the Construction Disbursement Budget. g. With respect to each Disbursement Request immediately following completion of any foundation for any building, and completion of the workboat basin, SUBRECIPIENT does hereby release and discharge the CITY from any and all claimsTitle Insurer shall have issued, liabilitieson a building-by-building basis, demands, suits or causes a foundation endorsement insuring that such foundation is constructed wholly within the boundaries of action for damages, expenses, attorney’s fees or any other type of relief arising out the care, maintenance, operationProperty, and control does not encroach on any easement or violate any covenants, conditions or restrictions of the CDBG funded activities by the CITY. D. Grantee Recognition SUBRECIPIENT record, and shall insure recognition of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a reference have delivered such endorsement to the support provided herein in all publications made possible with funds made available under this AgreementIndependent Construction Consultant and the Trustee.

General Conditions. A. General Compliance SUBRECIPIENT agrees Conditions Concessioning Authority reserves the right to comply with the requirements of Title 24 relax or waive or amend any of the Code conditions. Sub-assign, pledging, mortgaging of Federal Regulations, Part 570 the project site and facilities is not permitted. The Concessioning Authority shall lease other areas in its possession (i.e. area other than the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (project site specified in Appendix 1) SUBRECIPIENT does not assume to some other activity and the CITY’s environmental responsibilities described in 24 CFR 570.604 Concessionaire shall have no right to object the right of Concessioning Authority or their authorized agency. Concessioning Authority or its authorized representative is at their liberty to visit the site for monitoring and (2) SUBRECIPIENT does not assume inspection at any time during the CITY’s responsibility for initiating the review process under concession period. Any mid-course correction advised by Concessioning Authority shall be duly incorporated. If on account of non-compliance with the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees to comply with all other applicable Federal, state and local any laws, regulationsConcessioning Authority is called upon to make any payment to or in respect of his employees, and policies governing the funds provided under this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. “Independent Contractor” Nothing contained in this Agreement is intended to, or Concessionaire shall be construed liable and pay Concessioning Authority all such amounts. No liability whatsoever shall attach to Concessioning Authority on account of or any failure on the part of the Concessionaire to observe these regulations. Any liability arising out of any litigation (including those in consumer courts) due to any manneract of agencies/personnel shall be directly borne by the Concessionaire including all compensation/damage/expenses/fines, the concerned Concessionaire personnel shall attend the court as creating and when required. Concessioning Authority will have no responsibility in case of any loss is caused to any life or establishing property due to accident, fire or any other reasons. The selected Concessionaire is required to take appropriate safety and insurance measures to safeguard against any loss to human life. Concessioning Authority will have no liability on account of any omission or commission of regulatory/statutory requirement by the relationship of employer/employee between the partiesConcessionaire. SUBRECIPIENT Concessioning Authority shall at all times remain an “independent contractor” with respect not be accountable either directly or indirectly to the services lenders of the Concessionaire at any point of time. Concessioning Authority shall not be made a party to be performed under this Agreementany litigation by or on behalf of the Concessionaire. The CITY Concessionaire shall abide by all statutory national and international laws as applicable for marketing, operation and maintenance of port. All infrastructure requirements for obtaining statutory approval towards commencement of port operation shall be exempt carried out by the Concessionaire. The Conservancy of the port shall vest with Concessioning Authority and port dues and surcharge on port dues shall be directly payable to Concessioning Authority as per the scale of rates of Concessioning Authority. Port entry and clearance will be issued by the Concessioning Authority on receipt of no dues certificate from the payment port operator. The merchant overtime fees shall be directly payable to TNMB as per the scale of all Unemployment Compensation, FICA, retirement, life and/or medical insurance rates of TNMB. Any further maintenance of channel and Workers’ Compensation Insurance, as SUBRECIPIENT channel depth is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmlessthe responsibility of the Concessionaire. The Concessionaire will indemnify, defend and indemnify hold harmless the CITY Concessioning Authority from and against, and in respect to, any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services or subject matter called for in this Agreement. Upon completion of the work, SUBRECIPIENT does hereby release and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damageslosses, expenses, costs, obligations, liabilities and damages, including interest, penalties and attorney’s fees and expenses, that the Concessionaire may incur as a result of any negligent or any other type of relief arising out the care, maintenance, operation, and control willful acts or omissions of the CDBG funded activities Concessionaire. All statutory dues and taxes including municipal taxes, renewal fees for Consent to Operate (CTO) to TNPCB should be paid by the CITY. D. Grantee Recognition SUBRECIPIENT Concessionaire during the concession period. The movement of Harbour crafts from Cuddalore Port to Marine Terminal Facility of Chemplast Cuddalore Vinyls Limited located within Cuddalore port limits shall insure recognition not be interrupted for men and materials movement. Fishing vessels movement in and out of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement channel for livelihood shall be prominently labeled as allowed without hindrance. Any notice regarding any problems, to funding sourcethe Concessionaire shall deemed to be sufficiently served, if given in writing at his usual or last known place of business. In addition, SUBRECIPIENT will include a reference the course of discussion and instruction Concessioning Authority may disclose information of confidential and proprietary nature relating to the support provided herein in all publications made possible with funds made available under this Agreementport, knowhow, to the Concessionaire. Such information shall be considered as confidential.

General Conditions. A. General Compliance SUBRECIPIENT agrees to Tenants construction of the Tenant Improvements shall comply with the requirements following general requirements, all of Title 24 which shall be conditions to each disbursement: (a) All costs for labor, services and supplies for the Tenant Improvements shall not be above market rates. Tenant shall disclose all costs paid to affiliates of Tenant. (b) Tenant and its contractors shall maintain liability, builder’s risk, worker’s compensation and such other insurance coverage as reasonably required by Landlord and customary for tenants of similar size space in the vicinity of the Code Project Landlord at its option, may require Tenant to provide a lien, completion and performance bond in connection with the construction of Federal Regulationsthe Tenant Improvements in an amount, Part 570 form and substance reasonably satisfactory to Landlord, provided such lien, completion and performance bond shall be at Landlord’s expense and shall not be part of the Tenant Improvement Allowance. (c) The construction of the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described Tenant Improvements shall comply in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees to comply all respects with all other applicable Federalfederal, state and local laws, regulations, ordinances and policies governing the funds provided under this Agreementcodes. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. “Independent Contractor” Nothing contained in this Agreement is intended to, or Tenant shall be construed in any manner, responsible for all compliance with the Americans With Disabilities Act (the “ADA”) relating to or arising as creating or establishing a result of the relationship of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The CITY Tenant Improvements (which shall be exempt from addressed in the payment Working Drawings for the Tenant Improvements). Tenant shall also be responsible for all ADA compliance relating to or arising as a result of all Unemployment Compensationany alterations or improvements constructed by Tenant, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance specific uses of the services or subject matter called for in this Agreement. Upon completion property made by Tenant, any employee of the work, SUBRECIPIENT does hereby release and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees Tenant or any other type matter not required solely in connection with the Base Building, Core and Shell. Landlord, at Landlord’s sole cost and expense, shall be responsible for any work required for the base building, core and shell of relief arising out the careBuilding to be in compliance with the requirements of the Americans with Disabilities Act. Tenant, maintenanceat Tenant’s sole cost and not as part of the Tenant Improvement Allowance, operationshall have the right to reinforce the floor of the Demised Premises in areas specified by Tenant’s structural engineer, and control as designed by Tenant’s structural engineer, subject to Landlord’s reasonable approval thereof and the other terms and conditions of the CDBG funded Lease. (d) Tenant shall cause its contractors, subcontractors and suppliers to provide warranties for a period of not less than one (1) year against defects and workmanship, materials or supplies. Tenant shall promptly assign to Landlord, in common with Tenant all manufacturers or other warranties obtained as a part of the Tenant Improvements. (e) Tenant shall maintain the Demised Premises and all surrounding areas (to the extent required by reason of Tenant’s construction) in a clean and orderly condition during the construction of the Tenant Improvements. Tenant shall not drain or discharge water onto or divert water from any portion of the Property or any adjacent lands. (f) Tenant shall coordinate its construction activities with Landlord and Landlord’s contractors to avoid disruption to any other construction on the Property or the utility and other operations serving the Property. Storage of Tenant’s contractor’s construction materials, tools, equipment and debris shall be confined to the Demised Premises and to any areas which may be designated for such purpose by Landlord. During construction of the Tenant Improvements, Tenant shall cover all exterior glass so that the interior of the Demised Premises is not visible from the exterior of the Demised Premises. No work will be done to the exterior of the Building without Landlord’s prior written approval. Following Landlord’s approval of the Working Drawings, Landlord will not impose any additional Building construction standards, other than those imposed by the CITYapplicable building code of the municipality or other applicable law. D. Grantee Recognition SUBRECIPIENT (g) Tenant shall insure recognition provide and pay for all temporary utility facilities and the removal of debris as necessary and required in connection with the construction of the role of the CITY in providing services through this AgreementTenant Improvements. All activities, facilities and items utilized pursuant to this Agreement Tenant shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a not enter into any contract or agreement with any governmental or quasi-governmental authority with reference to any utilities, sewer lines, water lines, street improvements or similar matters, without the support provided herein prior written consent of Landlord, which consent may be withheld by Landlord in all publications made possible with funds made available under this Agreementits sole discretion.

General Conditions. A. General Compliance SUBRECIPIENT agrees As the Owner or Lessee, hereafter “Contractor”, of the equipment listed in this agreement, I hereby agree to operate said equipment for the purpose of snow and ice control when and so directed by the City of Fall River Department of Community Maintenance hereafter (FRDCM). Compensation for such services shall be based on the conditions in this agreement and each of the following listed Attachments: Attachment I, 2019-2020 Hourly rental rates and vehicle codes Attachment II, Equipment Listing and Vehicle Code Attachment III, Contractor License Certification Attachment IV, Contractor Certification Attachment V, Agreement Signature Page It is Fall River’s Department of Community Maintenance, objective to conduct Snow and Ice Operations in conformance with the terms of this Agreement. However, no terms contained herein shall be construed to limit the ability to respond in emergencies and ensure the safety of the traveling public. This Agreement shall commence on the date the Agreement has been executed by both the Contractor and Fall River’s Community Maintenance Director. This Agreement shall terminate on May 31, 2020 unless this date is amended in accordance with all applicable laws and regulations prior to this date, or unless terminated or suspended upon prior written notice to the Contractor. FRDCM may terminate or suspend this Agreement without penalty, if the Contractor breaches any material term or condition or fails to perform or fulfill any material obligation required by this Agreement. The Contractor shall comply with all applicable federal and state & local laws, rules and regulations. If any provision of this Agreement is found to be superseded by city, state or federal law or regulation, in whole or in part, then both parties shall be relieved of all obligations under that provision only to the extent necessary to comply with the requirements of Title 24 of superseding law, provided however, that the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the remaining provisions of 24 CFR Part 52this Agreement, or portions thereof, shall be enforced to the fullest extent permitted by law. SUBRECIPIENT also agrees The Contractor may not subcontract any portion of this Contract. The Contractor may not assign or delegate, in whole or in part, or otherwise transfer any liability, responsibility, obligation, duty or interest under this Agreement, with the exception that the Contractor shall be authorized to assign present and prospective claims for money due to the Contractor pursuant to this Agreement in accordance with M.G.L. C. 106, §9-318. Where written notice is required, it shall be deemed delivered and received when submitted in writing, in person or when delivered by any other appropriate method evidencing actual receipt by Fall River DCM or the Contractor. The Contractor shall comply with M.G.L. C. 66A if the Contractor becomes a "holder" of "personal data". The Contractor shall maintain documents and records as specified by the Agreement. FRDCM will strive to accommodate sector location requests from Contractors who meet the specified deadlines for submission of all required documents. If FRDCM equipment requirements have been met at a particular location, FRDCM will offer Contractors, who have met the specified deadlines for submission, an alternate sector where equipment is needed. All Contractors and equipment operators are required to follow FRDCM instructions pertaining to snow and ice operations, only plow, and apply materials along designated roadways. Failure to comply with all other applicable Federal, state FRDCM instructions and local laws, regulations, and policies governing the funds provided under this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. “Independent Contractor” Nothing contained in this Agreement is intended to, or conditions shall be construed documented and could result in any manner, as creating suspension or establishing the relationship termination of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The CITY shall be exempt from the payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services or subject matter called for in this Agreement. Upon completion of the work, SUBRECIPIENT does hereby release and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees or any other type of relief arising out the care, maintenance, operation, and control of the CDBG funded activities by the CITY. D. Grantee Recognition SUBRECIPIENT shall insure recognition of the role of the CITY in providing services through this Agreement. All activitiesspreader, facilities operators are required to report to their designated sector/FRDCM Complex and items utilized pursuant sign in. At the end of each event, they are required to this Agreement return to their designated location, spin off any unused material, if applicable, and sign out. Applying excess material onto the roadway as a method of spinning off unused material is not allowed. All other equipment is required to report to their designated sector. Upon arrival at the location, equipment operators are required to contact their designated FRDCM staff person to confirm their arrival. At the end of the shift, all equipment will return to the location where their shift began and confirm their departure time with the designated FRDCM staff. All plow cutting edges shall be prominently labeled as steel. All Contractors are required to funding sourceprovide their equipment operators with a cellular phone while working for FRDCM. In additionThe Contractor or operator must provide the phone number to FRDCM Sector Leader or FRDCM Dispatcher/ Supervisor and inform them of any changes. All equipment will be issued a FRDCM Sector number equipment decal. The decal must be applied on the Drivers Side Window of the equipment or in a location approved by FRDCM. The decals must remain in place for the duration of the snow and ice season. All spreaders must be equipped with automated synchronization (ground speed control) and adjustable controls in the cab of the truck. All spreaders must be capable of consistently dispensing material at 240 pounds (+/- 10 pounds). Contractors that are notified that their equipment is not calibrated correctly will be allowed to finish their work shift, SUBRECIPIENT but will include a reference not be allowed to return until their equipment has been repaired and inspected by FRDCM. Contractors that are requested to work prior to making repairs will be penalized per hour equal to the support provided herein in all publications made possible with funds made available under compensation rate of the applicable Spreader Code as shown on Attachments A and B. When requested to work this Agreementequipment will also be released first and FRDCM will not be required to pay the four-hour minimum. All spreader equipment will be subject to inspection by FRDCM at anytime during the winter season.

General Conditions. A. General Compliance SUBRECIPIENT agrees Should a member of the Council’s Allotments Sub-Committee wish to comply inspect a plot or plots, he/she has right of access at any time, subject to first notifying the Town Clerk/Finance Officer. All cases of malicious damage and theft (the removal of any item from another plot without the express permission of the tenant shall be regarded as theft) and must be reported immediately to the Police and the Town Council. All cases of damage to perimeter fences, Council property or paths shall be reported to any committee member of the Allotment Association for forwarding to the Council. Tenants of adjoining plots will be jointly responsible for the maintenance of any shared boundary fences. Fences should be maintained in good condition and will be subject to the bi-monthly inspection. Gates to the allotments site must be kept locked at all times. Those tenants wishing to park on-site within the ‘Accessible Car Parking Area’ for reasons of ‘disability’ (as defined in the Equality Act 2010) will be asked to produce at least one of the following as proof of their disability: - Registration as blind; Blue Badge; Higher rate of the mobility component of the Disability Living Allowance (DLA); Personal Independence Payments (PIP) and who have scored eight points or more in the ‘moving around’ aspect of the assessment process; War Pensioners’ Mobility Supplement; Lump sum payment as part of the Armed Forces Compensation Scheme (Tariffs 1-8) and certified as having a permanent and substantial disability Letter from their GP/Consultant (or equivalent) stating why authorisation is required Failure to produce any of the above will mean that authorisation is not given. Other than those qualifying under the above criteria, no one else will be permitted to park on site except for the purpose of delivering materials. Loading/unloading times will be restricted to 15 minutes, unless the tenant concerned qualifies to park onsite as outlined above. Anyone found parking onsite in an unauthorised manner will be given a written warning. A repeat of this behaviour will result in the relevant tenancy being cancelled. The Allotments Association to provide reports to the Council bi-monthly on the condition of the site, problems etc. No tenant is permitted to trespass on another’s plot and may only enter another plot with the requirements of Title 24 express permission of the Code of Federal Regulationstenant. Once a tenant has vacated a plot and handed in the keys, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulationsno structures, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. “Independent Contractor” Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The CITY shall be exempt from the payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services or subject matter called for in this Agreement. Upon completion of the work, SUBRECIPIENT does hereby release and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees produce or any other type of relief arising out material shall be removed from the care, maintenance, operation, and control of the CDBG funded activities plot pending re-letting. The Tenant has a duty to conserve water by the CITY. D. Grantee Recognition SUBRECIPIENT shall insure recognition harvesting of the role of the CITY in providing services through this Agreement. All activitiesrainwater, facilities ensuring that all standpipes are turned off and items utilized pursuant any leaks reported to this Agreement shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a reference an Association committee member for reporting to the support provided herein Council. Pipes/hoses must be turned off when not in all publications made possible with funds made available under this Agreement.use, or when not attended by the tenant. The taps will be turned off annually between November and March. A tenant must notify the Council immediately of any change of address (Section 1.2)

General Conditions. A. General Compliance SUBRECIPIENT The attached Schedules 'A', 'B' are hereby approved by the Municipality subject to the following conditions: Construction in Accordance with the Plans: a) The Owner hereby agrees that the Development shall be carried out and completed in accordance with the attached Schedules. b) The following shall be provided by the Owner to comply the satisfaction of and at no expense to the Municipality: i) All parking areas and access thereto shall be constructed with a hard surface to the satisfaction of the Municipality and shall be completed to a minimum of base asphalt prior to occupancy. Barrier-free access shall be provided between parking areas and other outdoor public spaces and interior building spaces in accordance with the requirements of Title 24 the Ontario Building Code. ii) All parking spaces shown on Schedule 'B' shall comply with the required dimensions as set out in the Municipality's Comprehensive Zoning By-law. Water Supply: iii) Adequate water supply shall be provided to the site and buildings prior to occupancy and this water supply shall be to the satisfaction of the Code Municipality. No work shall be performed on the existing municipal water distribution system without prior written approval of Federal Regulationsthe Municipality. Firefighting Access and Signage: iv) Fire routes as shown on Schedule 'B' shall be approved by the Municipality and maintained in an unobstructed manner and shall be constructed in a manner that will accommodate the Municipality’s firefighting vehicles and equipment. The Owner shall install signs which denote the designated fire route prohibiting parking, Part 570 storage or other obstructions. Protect and Restore Internal Laneways/Roadways and External Streets: v) The Owner shall be responsible for protecting existing internal laneways/roadways as set out in Schedule ‘B’ including fire routes as noted in the previous subsection of this Agreement, and all streets affected by the construction of this project and shall restore such internal laneways/roadways and streets to their previous condition to the satisfaction of the Municipality. The Owner shall install an apron on the driveway extending from the edge of the existing road to the property line. This apron shall be paved with a hard surface sufficient to support the weight of Municipality fire-fighting equipment, to the satisfaction of the Municipality. Private Services and Fire Hydrants: vi) The services located within the Plan as laid out and more particularly described in Schedules “B” which, without limiting the generality of the foregoing, shall include the construction and installation of roads, grading and drainage, planting of trees, landscaping, privacy fencing, buffering, street lighting, the provision and installation of full water and sanitary sewers, the installation of underground electrical services and all other services required by the Municipality respecting the development of these lands (the U.S. Housing “Private Services”). Any required extensions or expansions to storm, sanitary and/or water services on the site shall be installed at the expense of the Owner to the satisfaction of the Municipality's Engineer. The location and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K installation of these regulationsany required fire hydrants shall be per Schedule ‘B’ as approved by the Municipality’s Fire Chief and Engineer. Any required hydrants will be supplied and installed at the expense of the Owner in accordance with the Municipality’s standards. Prior to the start of construction and installation, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume Owner shall apply to the CITY’s responsibility Municipality for initiating a building permit for the review process private services located on or under the provisions property. The Owner shall notify the Ministry of 24 CFR Part 52the Environment, Conservation and Parks that the services are deemed private. vii) The Owner shall arrange to have Bell Canada, Union Gas, Entegrus Powerlines Inc., and any public authority having jurisdiction to design and install infrastructure in locations approved by the Municipality and at no expense to the Municipality. SUBRECIPIENT also Such infrastructure shall include all underground telephone, hydro, natural gas, cable, internet and other utility infrastructure, and at a minimum shall ensure that such utility services provide for the effective delivery of broadband internet services and communication/ telecommunication services for 911 Emergency Services. All utility infrastructures must be installed underground. The Owner shall ensure that arrangements be made to the satisfaction of the Municipality for the relocation of any utilities that may be required as a result of the development of the Lands and such relocation(s) shall be undertaken at the expense of the Owner. The Owner acknowledges and agrees to comply convey any easement(s) as deemed necessary by Bell Canada to service this new development. The Owner further agrees and acknowledges to convey such easements at no cost to Bell Canada. Grading and Drainage: viii) The property shall be graded & drained to the satisfaction of the Municipality and in accordance with the approved plans attached as Schedule “B”: - the flow of water resulting from the Development or any grading and drainage facilities shall not create an erosion problem or aggravate an existing problem, and; - the flow of water shall not cause a drainage problem on the development site or on other land. Should such occur, the Owner shall carry out any necessary remedial work to correct the problem as recommended by its consulting engineer and to the satisfaction of the Municipality. Engineer Supervision and Certification ix) All works installed in accordance with Schedule “B” and this Agreement shall be installed to the satisfaction of the Owner’s retained engineer and the Municipality. The Owner’s retained engineer shall provide a certificate, signed and stamped to the Municipality confirming his or her engineering approval of the as constructed works. The Owners retained engineer shall provide full time inspection for any works within the Municipal Right of Way or works to be assumed by the Municipality. Work Within the Road Allowance - Service Fees and Deposits: x) The Owner acknowledges that work within the road allowance is subject to service fees and deposits which are in addition to any security required under the terms of this Agreement in connection with work on the Land. If required by the Municipality, the Owner shall apply for a Road Works Permit and shall complete a Service Connection Application. The Owner shall be solely responsible for the fees associated with the above-mentioned permit and application and shall complete all works associated with the road works permit and the service connection application. The Owner shall satisfy all the conditions of the said permit and of the said application to the satisfaction of the Municipality at the Owner’s sole expense. xi) It is further acknowledged by and between the Parties hereto that all of the aforesaid work shall be completed by the Owner to the satisfaction of the Municipality to the extent required by the Municipality prior to building occupancy. The Owner agrees to provide the Municipality, prior to the start or any construction on the Land and prior to the issuance of any building permits, an unconditional and irrevocable security in the amount of Fifteen Thousand Dollars ($15,000.00) in order to ensure compliance with all other applicable Federal, state and local laws, regulations, and policies governing of the funds provided under this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise available. B. “Independent Contractor” Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship requirements of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The CITY Owner shall ensure that the security is kept in full force and effect until advised by the Municipality that the security can be exempt from released. The security may be drawn upon by the payment of all Unemployment CompensationMunicipality, FICAat its sole discretion, retirement, life and/or medical insurance to repair or address any deficiency or breach related to this Agreement and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance will only be released upon one hundred percent (100%) of the services or subject matter called for works and facilities being completed by the Owner to the satisfaction of the Municipality; upon receipt by the Municipality of as-built drawings as required in this Agreement; and upon evidence that any arrears of taxes outstanding against the lands have been paid. Upon completion If the Owner defaults in the performance of any of its obligations with regards to this Agreement, the Municipality may at its sole discretion complete the work, perform the service and supply the materials so in default or any part thereof and the Owner shall pay the Municipality forthwith on demand the costs thereof to the Municipality. The payment of these costs shall be drawn on the said security. Should the deposit be insufficient to cover the cost of rectifying deficiencies or breaches of this Agreement, the Owner shall forthwith pay to the Municipality such sum as may be required to make up the total cost of the work, SUBRECIPIENT does hereby release and discharge . As-Built Drawings: xii) The Owner is required to provide as-built drawings for any Municipal infrastructure however is not required to provide the CITY from any and all claims, liabilities, demands, suits or causes of action Municipality with as-built drawings for damages, expenses, attorney’s fees or any other type of relief arising out the care, maintenance, operation, and control of the CDBG funded activities by the CITYprivate services. D. Grantee Recognition SUBRECIPIENT shall insure recognition of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement.

General Conditions. A. General Compliance SUBRECIPIENT agrees to comply LEGAL ACTION LIMITATION PERIOD: Every action or proceeding against the insurer for the recovery of insurance money payable under the contract is absolutely barred unless commenced within the time set out in the Insurance Acf (for actions or proceedings governed by the laws of Alberta or British Columbia), The Insurance Acf (for actions or proceedings governed by the laws of Manitoba), the Limifafions Acf, 2002 (for actions or proceedings governed by the laws of Ontario), the Civil Code of Quebec (for actions or proceedings governed by the laws of Quebec), or other applicable legislation. CONFORMANCE WITH STATUTES: Any terms of this Policy which are in conflict with the requirements of Title 24 applicable statutes, laws or regulations of the Code province or territory in which this Policy is issued are amended to conform to such statutes. PHYSICAL EXAMINATION AND AUTOPSY: Allianz has the right to have the Insured Person examined by a physician approved by Allianz, as often as reasonably necessary while a claim is pending. Allianz may also have an autopsy done, unless prohibited by law. Any examinations or autopsies that we require will be done at Allianz’s expense and by a physician. MASTER POLICY: This Certificate is a description of Federal Regulationscoverage provided by Policy #TGV009 issued to The Toronto-Dominion Bank. All terms and conditions of the Policy govern. In no event does possession of multiple certificates or TD Credit Card Accounts entitle an Insured Person to benefits in excess of those described herein for any Loss sustained. TD Home and Aufo Insurance Company 320 Fronf Sfreef Wesf, Part 570 3rd Floor Toronfo, XX X0X 0X0 The coverage Certificate below applies to the TD First Class Travel Visa Infinife Card which will be referred to as a “TD Credit Card” or “Card” throughout the Certificate: The terms of the Delayed and Lost Baggage Group Policy #TDVB112008 (the U.S. Housing Master Policy) issued by TD Home and Urban Development regulations concerning Community Development Block Grants Auto Insurance Company (CDBG)Insurer) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities to The Toronto-Dominion Bank are described in 24 CFR 570.604 this Certificate and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the provisions of 24 CFR Part 52are effective December 1, 2008. SUBRECIPIENT also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under Words in ifalics in this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise availableCertificate are defined in Section 1. B. “Independent Contractor” Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The CITY shall be exempt from the payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services or subject matter called for in this Agreement. Upon completion of the work, SUBRECIPIENT does hereby release and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees or any other type of relief arising out the care, maintenance, operation, and control of the CDBG funded activities by the CITY. D. Grantee Recognition SUBRECIPIENT shall insure recognition of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement.Section 1 Definitions

General Conditions. A. General Compliance SUBRECIPIENT The contractor agrees to comply accept assignments to MMSDs made by the CSH Program staff. These assignments may be made on an as needed basis and are subject to change • The contractor will assign and provide management staff to collaborate and communicate with CSH staff or designee to ensure all services are safely performed under the requirements of Title 24 direction of the Code of Federal RegulationsCSH Program staff • The contractor will abide by all rules, Part 570 (the U.S. Housing regulations and Urban Development policies set forth by CSH as are applicable to his/her duties and responsibilities • The contractor will obey and implement all rules and regulations concerning Community Development Block Grants (CDBG)) including subpart K patient confidentiality in the same manner and to the same degree as required of these regulationsthe employees of MMSD. • The contractor will communicate staffing changes, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described absences, new hires, and problematic situations while facilitating adequate methods to provide appropriate staffing during periods of said absences • The contractor will provide management and oversight in 24 CFR 570.604 collaboration with CSH staff on compliance reporting, medication quality assurance audits, health related training, monthly documentation reports, immunization audits, and (2) SUBRECIPIENT does not assume the CITY’s responsibility chronic conditions lists • The contractor will submit time sheets and invoices to MMSD monthly documenting amount of hours worked for initiating the review process under the provisions of 24 CFR Part 52. SUBRECIPIENT also each nurse • The contractor agrees to comply notify MMSD staff of all vacant positions and provide appropriate replacements to avoid disruption in health services • The contractor agrees to input changes of vacant positions, leaves of absences, etc. in the monthly invoices and time sheets • The contractor shall provide all applicable federal and state licensing requirements • The contractor must be capable of providing proof of auto liability insurance upon request for any vehicle used in the implementation of this contract • The contractor will collaborate with all other applicable FederalMMSD staff on the development of individual health care plans • The contractor will consult/communicate with MMSD staff prior to scheduling, state and local lawspresenting, regulationsor providing student, staff, and policies governing parent meetings. • The contractor will monitor and provide MMSD nurse performance skill level, competencies, and continuing education programs- Required documentation is expected. • The contractor will assure that the funds necessary tasks provided under this Agreementby the MMSD nurses are carried out safely, effectively, and in a timely manner • The contractor and MMSD staff will collaborate and act as a resource for MMSD nurses and MMSD staff. SUBRECIPIENT further agrees • The contractor will provide readily available and accessible means to utilize funds available under this Agreement communicate with CSH Staff and other appropriate MMSD personnel to supplement rather than supplant funds otherwise available. B. “Independent Contractor” Nothing contained coordinate and accommodate changes in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect nursing assignments and student health services • The contractor will provide monthly reports according to the services established MMSD/ CSH protocol- No exceptions- reports are required and expected on a monthly basis. May be electronically sent. • The contractor and CSH will collaborate to be performed under this Agreement. identify and resolve challenging conduct to maintain professional nursing behavior in the MMSD environment • The CITY shall be exempt from contractor will implement current safety measures for the payment nurses that coincide with current MMSD policies and procedures related to Health Care Management protocols and practices • The contractor will collaborate with CSH to determine the needs of all Unemployment Compensationeach MMSD, FICAeach MMSD nurses’ caseload, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services or subject matter called for in this Agreement. Upon completion of the work, SUBRECIPIENT does hereby release and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees or any other type of relief arising out the care, maintenance, operationMMSD location, and control of health education activities that are conducted in the CDBG funded activities by the CITYMMSD • The contractor will collaborate with CSH to develop staff- training workshops related to MMSD nurses • The contractor will collaborate with CSH to develop orientation for new MMSD nurses- New staff nurses must receive all mandatory training and competency validation before staffing a MMSD. Documentation is required. D. Grantee Recognition SUBRECIPIENT shall insure recognition of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement.

General Conditions. A. General Compliance SUBRECIPIENT agrees Vendor and the City shall each be responsible for maintaining insurance on their own property. Regardless of whether the Vendor purchases property coverage or not, Vendor hereby expressly waives and releases any cause of action or right of recovery which Vendor may have hereafter against the City for any loss arising out of loss or damage to comply the Vendor's property, about or a part of, the premises whether covered by insurance or not. The insurance provided by the Vendor shall apply on a primary basis. Any insurance maintained by the City shall be excess of and shall not contribute with the requirements of Title 24 of insurance provided by the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the provisions of 24 CFR Part 52Vendor. SUBRECIPIENT also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds Except as otherwise available. B. “Independent Contractor” Nothing contained in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The CITY shall be exempt from the payment of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services or subject matter called for specifically authorized in this Agreement, or for which prior written approval has been obtained hereunder, the insurance maintained by the Vendor shall apply on a first dollar basis with Vendor paying any deductible or self-insured retention amount. Upon completion For the purposes of this Agreement, Vendor shall be permitted to maintain a deductible and/or self-insured retention of no greater than $500,000 per occurrence. As a condition of being allowed to maintain insurance with a $500,000 deductible or self- insured retention, Vendor agrees to provide, on a form acceptable to the workCity, SUBRECIPIENT does hereby release and discharge the CITY from a surety bond, or other agreed upon security instrument prior to launch, in an amount no less than $500,000, guaranteeing payment of such deductible or self-insured retention applicable to any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees or any other type of relief claim arising out the care, maintenance, operation, and control of the CDBG funded activities by the CITY. D. Grantee Recognition SUBRECIPIENT shall insure recognition of the role of the CITY in providing services through this Agreement. All activitiesapplicable deductibles and self-insured retentions must be disclosed to and approved by the City prior to being used to satisfy any of the insurance requirements contained herein. The Vendor shall pay on behalf of the City or City's officials, facilities officers, and items utilized pursuant employees any deductible or self-insured retention applicable to a claim against the City or the City's officials, officers, and employees. Vendor’s Commercial General Liability insurance policy provided by the Vendor shall be endorsed to provide the City with thirty (30) days' notice of cancellation. Compliance with these insurance requirements shall not limit the liability of the Vendor. Any remedy provided to the City by the insurance provided by the Vendor shall be in addition to and not in lieu of any other remedy (including, but not limited to, as an indemnitee of the Vendor) available to the City under this Agreement or otherwise. Neither approval nor failure to disapprove insurance furnished by the Vendor shall be prominently labeled relieve the Vendor from responsibility to provide insurance as to funding source. In addition, SUBRECIPIENT will include a reference to the support provided herein in all publications made possible with funds made available under required by this Agreement.

General Conditions. A. General Compliance SUBRECIPIENT agrees to comply 1.1 Landlord will construct Landlord's Work in accordance with applicable Laws in effect at the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulationstime, except that (1) SUBRECIPIENT does not assume Landlord makes no agreements, representations or warranties concerning compliance with the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees to comply Americans with all other applicable Federal, state and local lawsDisabilities Act or any rules, regulations, and policies governing guidelines or additional legislation issued in connection therewith. (The previous sentence is not meant to change the funds provided under this Agreement. SUBRECIPIENT further agrees obligations of the parties pursuant to utilize funds available under this Agreement to supplement rather than supplant funds otherwise availableSection 11(d). B. “Independent Contractor” Nothing contained in this Agreement is intended to, or ) Landlord conclusively shall be construed deemed to have complied with all applicable Laws in any manner, as creating or establishing effect at the relationship of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” time with respect to Landlord's Work when and if Landlord obtains a Certificate of Occupancy for the services Building. Subject to Section 2(a), Tenant and its contractors may have access to the Building for the purpose of preparing the Building for Tenant's occupancy before Landlord's Work has been substantially completed, but only with Landlord's prior written approval. After any entry by Tenant or its contractors, all of Tenant's Lease obligations will be immediately effective except for the obligation to pay base rent, Taxes and Operating Costs. All construction, materials, services, licenses, approvals, costs, installations and equipment to or for the Premises other than Landlord's Work are called "Tenant's Work," and will be performed by Tenant at Tenant's sole cost and in a good and workmanlike manner and subject to the rest of the terms of this Lease. Subject to Section 2(a), Tenant will not interfere in any way with Landlord's Work, whether in connection with Tenant's Work or otherwise. If Landlord's Work is delayed or made more expensive due to: any act or omission of Tenant or its Affiliates (including, without limitation, any delay of or failure to complete Tenant's Work [subject to Section 2(a)], any requested or required changes to Exhibit "C" agreed to by Landlord, or any failure or delay in submitting the information in Exhibit "CC" or other plans, specifications, drawings, requirements, information or approvals, or changes or inaccuracies in any of the foregoing that are or are supposed to be performed under this Agreement. The CITY shall submitted by or on behalf of or approved by Tenant); or the inclusion in Exhibit "C" or other Tenant specifications of "long lead" items or services that cannot reasonably be exempt obtained in sufficient time to be incorporated in Landlord's Work in the normal course of Landlord's construction schedule (and Tenant's failure to delete or substitute for those items or services), then Tenant will be responsible for the delays and additional cost, Landlord's Work will be deemed substantially completed when it would have been completed but for the delays (and at minimum any delays will be subtracted from the payment date of all Unemployment Compensationactual substantial completion in determining when substantial completion will be deemed to have occurred), FICAand Tenant will pay any additional cost to Landlord as additional rent within fifteen (15) days after receipt of Landlord's bill. Xxrthermore, retirementif a delay for which Tenant is responsible results in an increased interest rate on Landlord's loans, life and/or medical insurance then Tenant will pay as additional rent the increased amounts payable by Landlord as and Workers’ Compensation Insurancewhen Landlord is obligated to pay such amounts. Within ten (10) days after Landlord's request, as SUBRECIPIENT Tenant will execute and deliver to Landlord a certificate confirming the date of substantial completion of Landlord's Work. Tenant's certificate is an independent contractorfor purposes of confirmation only and will not affect the actual date of substantial completion. C. Hold Harmless1.2 Landlord intends that: Gilbane Building Company (or an affiliated entity) will act as the construction manager, Indemnification & Release SUBRECIPIENT shall hold harmlessor in an equivalent capacity, defend with respect to Landlord's Work; and indemnify that Gilbane Building Company (or an affiliated entity) will guaranty the CITY from maximum price for Landlord's Work. With respect to Landlord's Work, at least the "major trades" will be competitively bid to subcontractors, and Landlord will award those subcontracts to the lowest bidder, except that Landlord may award a subcontract to any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services bidding subcontractors if: (a) the lowest bidder takes exception to the bid documents; or subject matter called for in this Agreement. Upon completion (b) the initial bid or subsequent revised bid of the worksubcontractor chosen by Landlord is within 5% of the lowest responsive and timely bid received. 1.3 Notwithstanding anything to the contrary, SUBRECIPIENT does hereby release Landlord's Work will not include, and discharge the CITY from Landlord will not be responsible for, any labor or services in connection with Tenant's security or alarm systems, and all claimsTenant's data, liabilitiestelecommunications, demandsaudio, suits visual, computer, cafeteria or causes of action for damages, expenses, attorney’s fees fitness-related equipment or installations or any other type of relief arising out the carepiping, maintenancewiring, operation, and control cabling or conduits associated with any of the CDBG funded activities by the CITYforegoing or any hookups thereof. D. Grantee Recognition SUBRECIPIENT shall insure recognition 1.4 The rest of the role of the CITY in providing services through this AgreementWorkletter is attached and is incorporated herein by this reference. All activitiesEXHIBIT "C" 39 EXHIBIT "C" 200 Xxxxxxxxx Xxxx, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In additionXxxxxxx, SUBRECIPIENT will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement.XX 00000 PictureTel Workletter Burt Xxxx Xxxject 96690.00

General Conditions. A. General Compliance SUBRECIPIENT agrees to comply 1.1 Tenant shall be responsible for the entire cost of the Tenant Improvements, less the Tenant Improvement Allowance. 1.2 Tenant shall promptly obtain approval from the governing authorities for all work associated with the requirements construction to the Demised Premises and shall pay for all permits, special permits and filing fees associated therewith. Landlord's Code Consultant will provide the above services for the Tenant at Tenant's sole cost and expense. 1.3 In addition to any other criteria which Landlord may require, in determining whether to approve the Tenant Contractor, the Tenant Contractor must be a recognized contractor who is experienced in general construction of Title 24 interior space in Fairfield County office buildings and will not cause labor disharmony at the Building. Landlord shall permit the Tenant Contractor to perform work in the Demised Premises at such times as Landlord shall deem feasible provided that such Contractors do not interfere with the normal operation of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise availableBuilding. B. “Independent Contractor” Nothing contained 1.4 Tenant shall pay for rubbish removal on a direct cost basis, including fees charged by Landlord's contractor for personnel as required, for the Tenant Improvements. 1.5 Tenant shall pay Landlord, within thirty (30) days after receipt of an invoice, 3% of the direct construction costs (less the cost of business equipment and furniture fixtures and equipment and less any costs attributable solely to above building standard finishes, in excess of what building standard finishes would have cost) as a construction supervision fee. 1.6 Tenant shall furnish to Landlord proof of worker's compensation, liability and property damage insurance in amounts, on forms and with companies deemed acceptable by Landlord for all Tenant Contractors engaged in the performance of the Tenant Improvements. Such Contractors shall not commence the Tenant Improvements until Tenant has obtained all of the Certificates of Insurance referred to in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship Section 1.7 and such Certificates of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services Insurance have been approved by Landlord. 1.7 All insurance required to be performed under this Agreement. maintained must be procured from insurance companies authorized to do business in the State of Connecticut, approved by Landlord and having a "Best's" rating of not less than A-X. 1.8 The CITY shall be exempt from the payment types of all Unemployment Compensation, FICA, retirement, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out limits of SUBRECIPIENT’s performance or nonperformance liability required of the services or subject matter called for in this AgreementTenant's Contractors shall be. Upon completion of the work, SUBRECIPIENT does hereby release Type Limits ---- ------ 1. Worker's Compensation and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees or any other type of relief arising out the care, maintenance, operation, and control of the CDBG funded activities by the CITY. D. Grantee Recognition SUBRECIPIENT shall insure recognition of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement.Temporary Statutory Disability Benefits Insurance

General Conditions. A. General Compliance SUBRECIPIENT agrees (i) Insurance carriers must be satisfactory to comply Owner/Agent as to an acceptable Standard & Poor’s and/or Best financial rating with the requirements an A.M Best rating of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees to comply with all other applicable Federal, state and local laws, regulations, and policies governing the funds provided under this Agreement. SUBRECIPIENT further agrees to utilize funds available under this Agreement to supplement rather than supplant funds otherwise availableA,VII. B. (ii) The Contractor shall include as “Independent Contractor” Nothing contained in this Agreement Additional Insured”, the Owner/Agent and its partners, officers, employees and invitees and those designated by the Owner/Agent, including but not limited to its agent Xxxxxxx Xxxxx LLC, their officers, partners, employees and invitees. CONTRACTOR SHALL PROVIDE TO OWNER/AGENT A COPY OF THE ENDORSEMENT TO THE POLICY EVIDENCING SAID ADDITIONAL INSURED STATUS. (iii) All policies of insurance shall contain a statement that said policy is intended to, or shall be construed in any manner, as creating or establishing primary coverage to the relationship of employerOwner/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” Agent and its designees with respect to the services project. (iv) The cost of any deductible amounts or self-insured retentions contained in any of the insurance policies pursuant to be performed under this Agreement. The CITY these requirements, whether approved or not approved by Owner/Agent, shall be exempt borne by the Contractor without any increase or adjustment to the Contract amount. (v) The Umbrella Liability policies shall cover in the same manner as the Commercial General Liability policy and shall contain no additional exclusions or limitations than those of said policy. (vi) All policies shall provide for sixty (60) days’ prior written notice to Owner/Agent and the Additional Insured, at the address so designated by Owner/Agent, of any cancellation, modification or non-renewal. (vii) All policies shall provide that Contractor is the premium payee under the policy and the Contractor, upon request, shall provide Owner/Agent evidence of proof of payment of the premium in the form of a receipted invoice from the insurance company or insurance agent within thirty (30) days of effective date of the policy. Owner/Agent shall not be responsible for the payment of all Unemployment Compensationany premiums for such insurance. (viii) In the event Contractor fails to procure and maintain the coverage required hereunder in accordance with the insurance provisions contained herein, FICAthe Owner/Agent may, retirementbut is not obligated to, life and/or medical procure said insurance for the benefit of the Owner/Agent at the cost and Workers’ Compensation Insuranceexpense of Contractor, as SUBRECIPIENT is an independent which amount shall be payable to Owner/Agent upon demand or deducted from payments due to contractor. C. Hold Harmless(ix) The Contractor shall furnish Owner/Agent with a certificate of insurance reflecting and confirming that the insurance is provided in accordance with the insurance provisions of the contract and shall also include therewith a copy of all endorsements as set forth in G(iii) above, Indemnification & Release SUBRECIPIENT specifically applicable to the Owner/Agent and the project. (x) The minimum limits of insurance coverage required by the insurance provisions of these requirements shall be subject to increase by the Owner/Agent at any time if the Owner/Agent in its sole judgment shall deem same necessary for adequate protection. Within thirty (30) days of demand for such increased coverage Contractor shall deliver to Owner/Agent evidence of such increased coverage in the form of an endorsement or replacement insurance policy or certificate and in keeping with all other insurance provisions contained herein. In the event the Contractor fails to procure or maintain the coverage required hereunder in accordance with the insurance provisions contained herein the Owner/Agent may, but is not obligated to, procure said insurance at the cost and expense of Contractor, which amount shall be payable to Owner/Agent on demand. (xi) The minimum limits of insurance coverage required herein shall in no way limit or diminish Contractor’s liability. (xii) The Contractor hereby agrees to indemnify and hold harmless, Owner/Agent, the Consultant and any of Owner’s/Agent’s subsidiaries and designees from and against all liability, claims, suits, causes of actions, demands, and judgments in connection with or arising from any injury to persons, including but not limited to death resulting therefrom and damages to property arising out of the performance of this Contract by the Contractor, its employees, agents and subcontractors and the Contractor’s property and equipment, except against the negligence of the Owner/Agent, the Consultant and any of Owner’s/Agent’s subsidiaries and designees. The Contractor shall, at Contractor’s sole cost and expense, defend and indemnify the CITY from any and all claimsactions at law or in equity brought against the Owner/Agent, actionsthe Consultant, suitsthe Owner’s/Agent’s subsidiaries and its designees and shall pay for all attorney fees and all other expenses in connection therewith and promptly discharge any judgments arising therefrom. (xiii) Owner/Agent agrees to give Contractor notice within a reasonable time, charges (Sunday and judgments whatsoever that arise out holidays excepted), of SUBRECIPIENT’s performance any accident, alteration or nonperformance change affecting the equipment covered by these requirements and of any change of ownership of the services property. It is understood and agreed that the Contractor shall notify the Owner/Agent immediately when any equipment becomes unsafe or subject matter called for operating in this Agreement. Upon completion a manner which might cause injury or death to anyone using said equipment and it is further understood and agreed that the Contractor shall immediately remove any equipment from service when the equipment becomes unsafe or operating in a manner which might cause injury or death to anyone using said equipment. (xiv) If Owner/Agent, the Consultant or Owner’s/Agent’s subsidiaries or designees shall suffer or incur any damages not covered by the insurance requirements as provided hereunder in connection with or arising from the Contractor’s negligent acts, failure to act or omissions in the performance of any of the workterms and conditions of any agreement with or purchase order issued by Owner/Agent, SUBRECIPIENT does hereby release the Consultant or Owner’s/Agent’s subsidiaries or designees shall be entitled to recover such damages from Contractor. All of the conditions contained in these requirements shall also apply to any subcontracted operations. • Dust sweep all stone, ceramic tile, marble terrazzo, asphalt tile, linoleum, rubber, vinyl and discharge other types of flooring. • Carpet sweep all carpets and rugs two (2) times per week. • Vacuum clean all carpets and rugs, one (1) time per week. • Empty and clean all wastepaper baskets and receptacles, damp dust as necessary. • Remove all wastepaper and tenant rubbish to a designated area in the CITY from any premises (excluding cafeteria waste, bulk materials and all claimsspecial materials such as old desks, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees or any other type of relief arising out the care, maintenance, operationfurniture etc.). • Dust all furniture, and control of the CDBG funded activities by the CITYwindow xxxxx as necessary. • Dust clean all glass furniture tops. • Dust all chair rails, trim and similar objects as necessary. • Dust all baseboards as necessary. • Wash clean all water fountains. D. Grantee Recognition SUBRECIPIENT shall insure recognition of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement.

General Conditions. A. General Compliance SUBRECIPIENT Tenant understands and agrees that Escrow Trustee's duties are to comply with the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulations, except that (1) SUBRECIPIENT does not assume the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under disburse deposits pursuant to the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees this Agreement and Escrow Trustee's liability arising from the performance of those duties regarding the release of mechanics' lien rights, shall extend only to comply with all other applicable Federal, state and local laws, regulationsthose persons to whom Escrow Trustee is making payments, and policies governing only for those amounts being paid. Escrow Trustee has no liability for any lien rights associated with work previously completed, or completed by persons not receiving direct payments from Escrow Trustee. B. Tenant understands that escrow Trustee makes no representation that a title insurance policy insuring over mechanics' lien claims will issue without additional title insurance underwriting requirements being met. C. Escrow Trustee assumes no responsibility concerning the sufficiency of funds provided under deposited herein to complete the contemplated construction satisfactorily. D. If the Escrow Trustee discovers a misstatement in an affidavit furnished by the General Contractor, it may stop disbursements until the misstatement has been corrected. Escrow Trustee may, at its option, verify information submitted by the General Contractor or may require Tenant to furnish verification by subcontractors or material suppliers. E. The functions and duties assumed by Escrow Trustee include only those described in this Agreement and Escrow Trustee is not obligated to act except in accordance with the terms and conditions of this Agreement. SUBRECIPIENT further agrees Escrow Trustee does not insure that the building will be completed, nor does it insure that the building, when completed, will be in accordance with plans and specifications, nor that sufficient funds will be available for completion, nor does it make the certifications of the Inspector/Architect its own, nor does it assume any liability for same other than procurement as one of the conditions precedent to utilize funds available under this Agreement to supplement rather than supplant funds otherwise availableeach disbursement. B. “Independent Contractor” Nothing contained F. Escrow Trustee has no liability for loss caused by an error in this Agreement is intended tothe certification furnished it hereunder as to work in place. G. Escrow Trustee shall not be responsible for any loss of documents which such documents are not in its custody. Documents deposited in the United States Mail shall not be construed as being in custody of Escrow Trustee. H. Deposits made pursuant to these instructions may be invested on behalf of Tenant; provided, or that any direction to Escrow Trustee for such investment shall be construed expressed in any mannerwriting and be accompanied by the taxpayer's identification number and such investment forms as may be required. Escrow Trustee will, upon request, furnish information concerning its procedures and fee schedules for investment. I. Except as creating to deposits of funds for which Escrow Trustee has received express written direction concerning investment or establishing other handling, the relationship of employer/employee between parties hereto agree that the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect to the services to be performed under this Agreement. The CITY Escrow Trustee shall be exempt from under no duty to invest or reinvest any deposits at any time held by it hereunder; and, further, that Escrow Trustee may commingle such deposits with other deposits or with its own funds in the payment manner provided for the administration of funds under Section 2-8 of the Illinois Corporate Fiduciary Act (205 ILCS 620/2-8), and may use any part of all Unemployment Compensationsuch funds for its own benefit without obligation to any party for interest or earnings derived thereby, FICAif any. Provided, retirementhowever, life and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT nothing herein shall hold harmless, defend and indemnify diminish Escrow Trustee's obligation to apply the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance full amount of the services or subject matter called for deposits in this Agreement. Upon completion accordance with the terms of the work, SUBRECIPIENT does hereby release and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees or any other type of relief arising out the care, maintenance, operation, and control of the CDBG funded activities by the CITY. D. Grantee Recognition SUBRECIPIENT shall insure recognition of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement. J. In the event the Escrow Trustee is requested to invest deposits hereunder, CT&TCo. is not to be held responsible for any loss of principal or interest which may be incurred as a result of making the investments or redeeming said investment for the purposes of this escrow trust. K. N.

General Conditions. A. General Compliance SUBRECIPIENT agrees 16.1 It is expressly understood that employees receiving more than the minimum compensation or doing more favorable working conditions than provided for in this Agreement shall not suffer by reason of signing or adoption; however, the terms of this Agreement are intended to comply with cover only minimums of wages and other employee benefits. The Employer may place superior wages and other employee benefits in effect and reduce the requirements of Title 24 same to the minimum herein prescribed without the consent of the Code of Federal Regulations, Part 570 (Union. 16.2 All aprons and uniforms required by the U.S. Housing Employer shall be furnished and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulationskept in repair by the Employer and, except that (1) SUBRECIPIENT does not assume where the CITY’s environmental responsibilities described in 24 CFR 570.604 garment is of drip-dry material, the Employer shall pay for the laundering of same. 16.3 All employees shall be covered by Industrial Insurance and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process Medical Aid under the provisions of 24 CFR Part 52. SUBRECIPIENT also the Workmen's Compensation Act of the State of Washington, or guaranteed equal coverage. 16.4 In the event any employee covered by this Agreement shall be called or conscripted for any branch of the United States Military Service, he shall retain, consistent with his physical and mental abilities, all seniority rights hereunder for the period of this Agreement or any renewal or extension thereof, provided application for reemployment is made within ninety (90) days after being honorably discharged from such military service, current federal law to govern at time of application. 16.5 The Union agrees to comply with all other applicable Federal, state issue a Union Store Card and/or window decals to the Employer. Such Union Store Cards and local laws, regulationsdecals are and shall remain the property of the United Food & Commercial Workers International, and policies governing the funds provided under this Agreement. SUBRECIPIENT further Employer agrees to utilize funds available under this Agreement surrender said Union Store Cards and/or decals to supplement rather than supplant funds otherwise available. B. “Independent Contractor” Nothing contained an authorized representative of the Union on demand in this Agreement is intended to, or shall be construed in any manner, as creating or establishing the relationship event of employer/employee between proven failure by the parties. SUBRECIPIENT shall at all times remain an “independent contractor” with respect Employer to observe the services to be performed under terms of this Agreement. The CITY Employer shall be exempt from the payment of all Unemployment Compensation, FICA, retirement, life display such Union Store Cards and/or medical insurance and Workers’ Compensation Insurance, as SUBRECIPIENT is an independent contractor. C. Hold Harmless, Indemnification & Release SUBRECIPIENT shall hold harmless, defend and indemnify the CITY from any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services or subject matter called for decals in this Agreement. Upon completion of the work, SUBRECIPIENT does hereby release and discharge the CITY from any and all claims, liabilities, demands, suits or causes of action for damages, expenses, attorney’s fees or any other type of relief arising out the care, maintenance, operation, and control of the CDBG funded activities by the CITY. D. Grantee Recognition SUBRECIPIENT shall insure recognition of the role of the CITY in providing services through this Agreement. All activities, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In addition, SUBRECIPIENT will include a reference conspicuous areas accessible to the support provided herein public, in all publications made possible with funds made available under each establishment covered by this Agreement. 16.6 If any employee is required to travel from one place to another during the course of the performance of the day's work, said employee shall be compensated for such time and for any legitimate expenses incurred. Such employees shall be reimbursed for public transportation expense if used, or be granted mileage allowance at the IRS allowable rate per mile, if the employee provides the vehicle to be used. 16.7 The employee agrees to faithfully perform the duties assigned to the best of their ability and to use their best efforts to promote the business of the Employer at all times. 16.8 After first contacting the Employer or his representative, the Business Representative of the Union shall be allowed access to the stores to investigate the working conditions to see that this Agreement is in full force and effect, providing that all contacts will be handled so as to not interfere with the employee's duties or with service to the customers. 16.9 The Employer shall furnish to the Union on written request, a copy of the payroll records of all bargaining unit employees, but not more than one (1) payroll record need be furnished during a twelve (12) month period. 16.10 If the addition of a second U-Scan unit in any store has a material impact on any of the bargaining unit employees, the parties will agree to bargain over the effects of the installation of the second U-Scan unit in that store. A "unit" is defined as a bank with one to four self-scanners.

General Conditions. A. General Compliance SUBRECIPIENT agrees to comply 1.1 Landlord will construct Landlord's Work in accordance with applicable Laws in effect at the requirements of Title 24 of the Code of Federal Regulations, Part 570 (the U.S. Housing and Urban Development regulations concerning Community Development Block Grants (CDBG)) including subpart K of these regulationstime, except that (1) SUBRECIPIENT does not assume Landlord makes no agreements, representations or warranties concerning compliance with the CITY’s environmental responsibilities described in 24 CFR 570.604 and (2) SUBRECIPIENT does not assume the CITY’s responsibility for initiating the review process under the provisions of 24 CFR Part 52. SUBRECIPIENT also agrees to comply Americans with all other applicable Federal, state and local lawsDisabilities Act or any rules, regulations, and policies governing guidelines or additional legislation issued in connection therewith. (The previous sentence is not meant to change the funds provided under this Agreement. SUBRECIPIENT further agrees obligations of the parties pursuant to utilize funds available under this Agreement to supplement rather than supplant funds otherwise availableSection 11(d). B. “Independent Contractor” Nothing contained in this Agreement is intended to, or ) Landlord conclusively shall be construed deemed to have complied with all applicable Laws in any manner, as creating or establishing effect at the relationship of employer/employee between the parties. SUBRECIPIENT shall at all times remain an “independent contractor” time with respect to Landlord's Work when and if Landlord obtains a Certificate of Occupancy for the services Building. Subject to Section 2(a), Tenant and its contractors may have access to the Building for the purpose of preparing the Building for Tenant's occupancy before Landlord's Work has been substantially completed, but only with Landlord's prior written approval. After any entry by Tenant or its contractors, all of Tenant's Lease obligations will be immediately effective except for the obligation to pay base rent, Taxes and Operating Costs. All construction, materials, services, licenses, approvals, costs, installations and equipment to or for the Premises other than Landlord's Work are called "Tenant's Work," and will be performed by Tenant at Tenant's sole cost and in a good and workmanlike manner and subject to the rest of the terms of this Lease. Subject to Section 2(a), Tenant will not interfere in any way with Landlord's Work, whether in connection with Tenant's Work or otherwise. If Landlord's Work is delayed or made more expensive due to: any act or omission of Tenant or its Affiliates (including, without limitation, any delay of or failure to complete Tenant's Work [subject to Section 2(a)], any requested or required changes to Exhibit "C" agreed to by Landlord, or any failure or delay in submitting the information in Exhibit "CC" or other plans, specifications, drawings, requirements, information or approvals, or changes or inaccuracies in any of the foregoing that are or are supposed to be performed under this Agreement. The CITY shall submitted by or on behalf of or approved by Tenant); or the inclusion in Exhibit "C" or other Tenant specifications of "long lead" items or services that cannot reasonably be exempt obtained in sufficient time to be incorporated in Landlord's Work in the normal course of Landlord's construction schedule (and Tenant's failure to delete or substitute for those items or services), then Tenant will be responsible for the delays and additional cost, Landlord's Work will be deemed substantially completed when it would have been completed but for the delays (and at minimum any delays will be subtracted from the payment date of all Unemployment Compensationactual substantial completion in determining when substantial completion will be deemed to have occurred), FICAand Tenant will pay any additional cost to Landlord as additional rent within fifteen (15) days after receipt of Landlord's bill. Xxrthermore, retirementif a delay for which Tenant is responsible results in an increased interest rate on Landlord's loans, life and/or medical insurance then Tenant will pay as additional rent the increased amounts payable by Landlord as and Workers’ Compensation Insurancewhen Landlord is obligated to pay such amounts. Within ten (10) days after Landlord's request, as SUBRECIPIENT Tenant will execute and deliver to Landlord a certificate confirming the date of substantial completion of Landlord's Work. Tenant's certificate is an independent contractorfor purposes of confirmation only and will not affect the actual date of substantial completion. C. Hold Harmless1.2 Landlord intends that: Gilbane Building Company (or an affiliated entity) will act as the construction manager, Indemnification & Release SUBRECIPIENT shall hold harmlessor in an equivalent capacity, defend with respect to Landlord's Work; and indemnify that Gilbane Building Company (or an affiliated entity) will guaranty the CITY from maximum price for EXHIBIT "C" Landlord's Work. With respect to Landlord's Work, at least the "major trades" will be competitively bid to subcontractors, and Landlord will award those subcontracts to the lowest bidder, except that Landlord may award a subcontract to any and all claims, actions, suits, charges and judgments whatsoever that arise out of SUBRECIPIENT’s performance or nonperformance of the services bidding subcontractors if: (a) the lowest bidder takes exception to the bid documents; or subject matter called for in this Agreement. Upon completion (b) the initial bid or subsequent revised bid of the worksubcontractor chosen by Landlord is within 5% of the lowest responsive and timely bid received. 1.3 Notwithstanding anything to the contrary, SUBRECIPIENT does hereby release Landlord's Work will not include, and discharge the CITY from Landlord will not be responsible for, any labor or services in connection with Tenant's security or alarm systems, and all claimsTenant's data, liabilitiestelecommunications, demandsaudio, suits visual, computer, cafeteria or causes of action for damages, expenses, attorney’s fees fitness-related equipment or installations or any other type of relief arising out the carepiping, maintenancewiring, operation, and control cabling or conduits associated with any of the CDBG funded activities by the CITYforegoing or any hookups thereof. D. Grantee Recognition SUBRECIPIENT shall insure recognition 1.4 The rest of the role of the CITY in providing services through this AgreementWorkletter is attached and is incorporated herein by this reference. All activitiesEXHIBIT "C" 50 EXHIBIT "C" 50 MXXXXXXXX XXXX, facilities and items utilized pursuant to this Agreement shall be prominently labeled as to funding source. In additionXXXXXXX, SUBRECIPIENT will include a reference to the support provided herein in all publications made possible with funds made available under this Agreement.XX 00000 PICTURETEL WORKLETTER BURT XXXX XXXJECT 96622.00 REVISED AUGUST 20, 1996