Skim/Read through part of the contract. If i was Inland Architects which areas in the contract will most likely ask for changes. For each area what changes would be acceptable and what changes are anogoand you just won't be able to accept

• What clauses in contracts deal with standard of care? Is the required standard of care greater than the ordinary professional standard of care?
• What clauses in the contract deal with indemnities? Are they balanced and fair to both parties?
• What clauses in the contract deal with warranties and guaranties? Are they balanced and fair to both parties?
• Put yourself in their shoes, if you were representing Inland Architects, would you sign this contract as written? If not what paragraphs would you object to?
• For each paragraph identified in part above, how much you would give up in order to reach agreement with Inland Architects

Contract (not the entire contract. just significant sections):

ARTICLE III. COST AND COMPENSATION

1. Basic Services

As set forth in any Contract issued hereunder, Architect shall be compensated for Basic Services, by the method described next in Section 2 entitled "Fixed Percentage" For non-Basic Service (e.g., Studies and Space Plan that involves furniture layout) Architect shall be compensated by the method described in Section 3 entitled "Multiple of Payroll". " e compensation method for non-Basic Services shall be determined by BCI and will be so identified on the Contract.

2. Fixed Percentage

A. Under this method, Architect shall initially be paid a certain percentage of the amount of the estimated Construction Costs for construction of the Project and, Architect's final fee shall be based on the Final Construction Cost of the Project less any Construction Cost resulting from Architect and/

or Consultant Errors and Omissions. Such percentage shall be as set forth in ARTICLE VII. Exhibit

B, Matrix A and shall be paid monthly in proportion to Services performed so that the compensation

at the completion of each phase shall equal the following percentages of the total compensation for

Basic Services:

Schematic Design Phase 10%

Design Development Phase 20%

Construction Document Phase 45%

Bidding Phase 5%

Construction Phase 15%

Closeout Phase 5%

Total Payments 100%

B. Billing through and including the construction document phase shall be based on the estimated

Construction Cost stated on the Contract as "Construction Budget" or any subsequent estimated

Construction Costs Approved by BCI's Representative.

C. Pass-through projects are compensated as a fixed percentage as set forth in ARTICLE VII. Exhibit

B, Matrix C.

3. Multiple of Payroll

A. Under this option, Architect shall be reimbursed based on a multiple of employees' basic payroll

costs. Titles, basic hourly rates and payroll multipliers for normal and overtime work by employees

are as set forth in ARTICLE VII. Exhibit B. Basic hourly rates shall not include any loading or fringe

benefits whether mandatory or voluntary. Total hourly reimbursement for employees' work, after

application of the payroll multiplier, shall not exceed the Principal's hourly rate.

B. Architect shall be reimbursed for Services performed by contract workers based on a multiple of

Actual Costs incurred as set forth in ARTICLE VII Exhibit B.

C. Architect shall be reimbursed for the Actual costs of Consultants such as architects, and structural,

electrical, and mechanical Consultants retained by the Architect. Such Actual Cost shall be computed

on the same basis as Architect's Actual Costs, as set forth in this Agreement including ARTICLE

VII Exhibit B and shall not, without BCI's Representative's prior written approval, exceed the limits

placed on Architect.

D. Architect shall be compensated for time spent by Principals as set forth in ARTICLE VII Exhibit B.

E. Contracts payable under this option may be subject to a "not to exceed" dollar amount. Such "not to

exceed" dollar amount shall be so stated on the Contract.

4. Fee Schedule

Payment for Architect's Services shall be based upon the Schedule of Fees and Labor Rates described in

ARTICLE VII Exhibit B.

If Architect determines that there are going to be cost overruns, Architect shall immediately notify BCI so that BCI and Architect may jointly identify the factors that affect the cost and make necessary adjustments to control the cost collectively.

5. Revisions and Extra Services

There will be no additional reimbursement to Architect for any accepted additive alternate supplemental Drawings and Specifi cations for which the Basic Services are compensated. Architect shall be compensated for Revisions and Extra Services, which are not included in Basic Services, requested by BCI on the same basis as described in ARTICLE III Section 2 entitled "Fixed Percentage", except:

A. Architect's compensation for any Studies and reports shall be a mutually agreed upon stipulated sum.

B. In the event that Services are rendered for a Project, or a portion of a Project that is not pursued

to completion by BCI, Architect shall be compensated on a "Multiple of Payroll" method or on a mutually agreed upon basis.

6. Reimbursable Expenses

Architect shall be reimbursed at Actual Cost as set forth in ARTICLE VII. Exhibit B-l.

7. Summary of Actual Costs

Architect shall provide BCI with a summary of Architect's Actual Costs annually and Architect shall make

all supporting documentation for the summary available to BCI consistent with Article II, Section 7. ! e

summary shall include the following data as a minimum.

A. Job titles, basic hourly rates, and payroll multipliers for normal overtime work by employees as set

forth in the ARTICLE VII. Exhibit B. Basic hourly rates shall not include any loading or fringe

benefits whether mandatory or voluntary. Total hourly rate for employee's work after application of

the payroll multiplier shall not exceed the Principal's hourly rate.

B. Job titles, basic hourly rates, and payroll multipliers for work performed by Contract Worker as set

forth in ARTICLE VII. Exhibit B.

C. Actual Costs incurred by the Architect for Services provided by structural, electrical, and mechanical

engineers that were retained by the Architect.

D. Hours spent by the Principals as set forth in ARTICLE VII. Exhibit B.

ARTICLE V. PERFORMANCE

1. General

Architect shall be measured on the following performance categories during the term of this Agreement:

A. Design costs;

B. Errors and Omissions;

C. Construction Unit Costs;

D. Adherence to schedule;

E. Customer/Client Service; and

F. Design/Build Coordination.

! e specific measurements are outlined in the KPMs.

2. Acceptance or Rejection

Any Services performed by the Architect pursuant to this Agreement shall be accepted by BCI unless BCI

determines in good faith and with reasonable exercise of judgment, that such Services have not been performed

in accordance with this Agreement and/or any Contract. BCI shall notify Architect of any instance in which

Services are not so performed. Upon receipt of notice, Architect shall take prompt and appropriate corrective

action. Architect shall not charge BCI for any actions taken to correct Services not performed in accordance with this Agreement and/or any Contract. If unsatisfactory Services have not been corrected within a reasonable time, not to exceed ten (10) working days after BCI's notice to Architect, or within a time period agreed to in writing by the Parties, or if Architect's Services are performed unsatisfactorily two (2) or more times within any sixty (60) day period, BCI may, in addition to all other rights and remedies provided by law or this Agreement, Cancel this Agreement and/or the Contract.

As stated in ARTICLE I. Section 3 entitled "Alliance", the Architect's performance will be evaluated with the use of KPMs. The Architect shall demonstrate an ability to meet these KPMs over a stated period of time. Should the Architect fail to meet the minimum requirements of the KPMs, BCI shall have the right to cancel this Agreement upon (30) thirty calendar days prior written notice.

3. Termination, Cancellation and Suspension of Services

A. Termination

Either Architect or BCI may terminate for convenience this Agreement upon thirty (30) days prior written notice to the other setting forth the effective date of such termination; provided, however, that no such termination shall be effective prior to the expiration of the first twelve (12) months of this Agreement. The Termination, Cancellation or expiration of this Agreement shall not affect the obligations of either Party to the other Party pursuant to any Contract previously executed hereunder, and the terms and conditions of this Agreement shall continue to apply to such Contract as if this Agreement had not been terminated, canceled or expired.

B. Cancellation

If Architect is in material default of any of its obligations hereunder, including but not limited to, Architect

being adjudged bankrupt, fi ling or having fi led against Architect a petition in reorganization proceeding;

or Architect making a general assignment for the benefit of creditors; or a receiver being appointed for

Architect's business because of Architect's insolvency or inability to meet current obligations; or if, in the sole opinion of BCI, at any time after execution of this Agreement and/or Contract, Architect refuses or neglects, without fault of BCI, to provide professional services sufficient to complete the Services within the time specified in this Agreement and/or any Contract; or if, in the sole opinion of BCI, Architect fails in any material respect to conduct the Services with promptness, safety and diligence, or to perform any of the provisions hereof, and such default is not corrected or reasonably commenced to be corrected within three (3) days after written notice thereof; or any default occurs two times within a sixty (60) day period; BCI may, in addition to all other rights and remedies provided by law and this Agreement, 1) cancel this Agreement and/or any Contract, and/or 2) have the Services completed immediately by BCI employees, or by any other third Party at Architect's sole cost and expense.

C. Cease Work

Architect shall immediately cease performing any Services or incurring any costs under this Agreement

and/or any Contract as of the effective date of such termination, cancellation or suspension of services.

D. Consequences

Architect shall be entitled to compensation for Services accepted by BCI and satisfactorily completed

prior to the effective date of the termination, cancellation or suspension of Services. In no case shall

such compensation exceed the amount, if any, agreed upon in this Agreement and/or any Contract for

such Services. In the event of suspension of Services, Architect shall not be entitled to receive further

payment hereunder until the Services shall be wholly finished. Architect agrees to waive and hereby does

waive all claims against BCI for lost profits, losses, damages or other economic injury arising out of such

termination, cancellation or suspension of Services. BCI's decision to terminate, cancel or suspend under

this provision shall not be subject to mediation.

E. Additional Consequences of Termination or Cancellation

If BCI terminates, cancels or suspends this Agreement and/or any Contract pursuant to the provisions of

this Agreement, Architect shall waive all claims against BCI for termination, cancellation or suspension

charges, or lost profits, losses or damages. Upon termination, cancellation or other expiration of this

Agreement:

1. BCI and Architect shall release the other from any further obligation, duty or liability arising out

of this Agreement and/or any Contract, as the case may be, except for any liability or obligation,

whether of indemnity or otherwise, which may have accrued or which may be accruing at the

time of the termination, cancellation, or other expiration, or which is otherwise specified in this

Agreement and/or Contract.

2. Architect shall promptly return to BCI, all papers, written materials, properties, other materials

and other information furnished to Architect by BCI or developed by Architect in connection

with or as a result of performance of the Services under this Agreement and/or any Contract.

Each Party shall provide the other such reasonable assistance as may be necessary for the orderly,

non-disrupted business continuation of each Party.

F. Representations

1. In addition to any other rights or remedies BCI may have at law or in equity, the architect

perform or cause to be performed the Services under this Agreement in accordance with usual

and customary professional care and with generally accepted architectural/engineering practices

in effect at the time the service are performed. " e Services provided under this Agreement and/

or any Contract issued hereunder shall be performed by properly qualified personnel in a diligent,

workmanlike manner, to BCI's satisfaction in accordance with this Agreement, in a manner

consistent with professional standards, and in compliance with applicable Laws and Regulations.

Neither payments to Architect nor total or partial occupancy of the Project location by BCI or

persons operating under Agreement with BCI shall relieve Architect of these obligations.

2. Notwithstanding anything to the contrary herein contained, it is understood and agreed that the

foregoing representation shall not affect, limit, or impair BCI's right against Architect, or any

other Party Architect causes to perform professional services under this Agreement, and their

sureties, if any, with regard to latent defects in the Services that are not apparent, and that could

not by the exercise of reasonable care and due diligence, be ascertained or discovered by BCI upon

visual inspection.

4. Time is of " e Essence

Architect understands that BCI's business and operations require the performance of Services hereunder be accomplished in the period of time and by dates specified in the applicable Contract. Therefore, it is agreed that TIME IS OF THE ESSENCE in the performance of Services. In determining a period of time, the date upon which action is taken to start the period shall not be counted and the period shall end with the close of business on the last designated day of the period. If Architect learns of anything that might prevent the timely performance of Services, Architect will immediately notify BCI of all relevant information concerning the potential delay

5. Reporting

A. At BCI's request. Architect shall deliver written and/or verbal Project status reports to BCI.

B. In the event KPMs requires information to be delivered by the Architect, Architect shall deliver such

information to BCI in a timely manner.

ARTICLE VI. GENERAL PROVISIONS

1. Amendments and Waivers

This Agreement and any Contracts placed hereunder may be amended or modified only through a subsequent written document signed by the Parties; provided that BCI may, at any time, make changes to the scope of Work, and Architect shall not unreasonably withhold or condition its consent. An equitable adjustment shall be made if such change substantially affects the time of performance or the cost of the Work to be performed under this Agreement. Such cost adjustment shall be made on the basis of the actual cost of the Work, unless otherwise agreed in writing. No course of dealing or failure of either Party to strictly enforce any term, right or Condition of this Agreement shall be construed as a general waiver or relinquishment of such term, right or condition. A waiver by either Party of any default shall not be deemed a waiver of any other default.

2. Assignment

Neither Party hereto may assign, subcontract or otherwise transfer its rights or obligations under this Agreement except with the prior written consent of the other Party hereto, provided, however that BCI will have the right to assign this Agreement to any present or future Affiliate, subsidiary or parent corporation of BCI, without securing the consent of the Architect and may grant to any such assignee the same rights and privileges BCI enjoys hereunder. Any attempted assignment not assented to in the manner prescribed herein, except an assignment confined solely to money due or to become due, will be void. It is expressly agreed that any assignment of money will be void if (1) Architect fails to give BCI at least thirty (30) days prior written notice thereof, or (2) such assignment imposes or attempts to impose upon BCI additional costs or obligations in addition to the payment of such money or (3) denies, alters or attempts to alter any of BCI's rights.

3. Compliance with Laws

Architect and all persons furnished by Architect shall comply with all applicable Laws and Regulations of the Fair Labor Standards Act (FLSA), Occupational Safety and Health Act (OSHA), and all other applicable foreign, federal, state, county and local laws, ordinances, regulations and codes, including but not limited to, the procurement of required permits, certificates, approvals, inspections, and licenses when needed in Architect's performance of Services under this Agreement. Architect further agrees to comply with all applicable Executive and Federal regulations, as set forth in "Executive Orders and Associated Regulations," a copy of which is attached hereto as Exhibit A, and by reference made a part of this Agreement. Architect further agrees to indemnify BCI for any charges, penalties, fines, losses, damages and other costs, including attorney's fees, arising out of, or related to Architect's noncompliance with the law. It will be the responsibility of the Architect and/or Consultants to design facilities and revisions to facilities in accordance with the laws listed in this section.

4. Conflict of Interest

Architect represents and warrants that no officer, director, employee or agent of SRC has been or will be employed, retained or paid a fee, or otherwise has received or will receive, any personal compensation or consideration, by or from Architect or any of Architect's officers, directors, employees or agents in connection with the obtaining, arranging or negotiation of this Agreement or other documents entered into or executed in connection with this Agreement.

5. Construction and Interpretation

A. The language of this Agreement shall in all cases be construed simply, as a whole and in accordance

with its fair meaning and not strictly for or against any Party. the Parties agree that this Agreement

has been prepared jointly and has been the subject of arm's length and careful negotiation. Each Party

has been given the opportunity to independently review this Agreement with legal counsel and other

consultants, and each Party has the requisite experience and sophistication to understand, interpret

and agree to the particular language of the provisions. Accordingly, in the event of an ambiguity in or

dispute regarding the interpretation of this Agreement, the drafting of the language of this Agreement

shall not be attributed to either Party.

B. Article, section and paragraph headings contained in this Agreement are for reference purposes only

and shall not affect the meaning or interpretation of this Agreement. " e use of the word "include"

shall mean "includes, but is not limited to." " e singular use of words shall include the plural and

vice versa. All obligations and rights of the Parties are subject to modification as the Parties may

specially provide in a Contract. "Services" and "Software" shall be treated as "goods" for purposes

of applying the provisions of the Uniform Commercial Code ("UCC"). If there is an inconsistency

or conflict between the terms in this Agreement and in a Contract, the terms in the Contract shall

take precedence for that Contract only.

6. Dispute Resolution

A. The Parties will attempt in good faith to promptly resolve any controversy or claim arising out of or relating to this Agreement through negotiations between authorized representatives of the Parties, before resorting to other remedies available to them.

B. If a controversy or claim should arise which is not settled as specified in Subsection A., representatives of each Party who are authorized to resolve the controversy or claim will meet at a location designated by BCI, at least once, and will attempt to, and are empowered to resolve the matter. Either representative may request this meeting within fourteen (14) days of such request (the "first meeting").

C. Unless the Parties otherwise agree, if the matter has not been resolved within twenty-one (21) days

of the first meeting, the representatives shall refer the matter to more senior representatives, who

shall have full authority to settle the dispute. Such senior representatives will meet for negotiations

within fourteen (14) days of the end of the twenty-one (21) day period referred to above, at a site

designated by BCI. "Three (3) business days prior to this scheduled meeting, the Parties shall exchange

memoranda stating the issue(s) in dispute and their positions, summarizing the negotiations which

have taken place and attaching relevant documents.

D. If more than one (1) meeting is held between the senior representatives, the meeting shall be held in

rotation at the offices of Architect and BCI.

E. If the matter has not been resolved within thirty (30) days of the first meeting of the senior representatives (which period may be extended by mutual agreement), the Parties will attempt in good faith to resolve the controversy or claim in accordance with the American Arbitration Association's rules for Mediation of Business Disputes.

7. Emergency Support

In the event any natural or other emergency/disaster occurs whereby the Services provided pursuant to this Agreement are rendered inoperative, Architect agrees to coordinate alternative procedures with BCI so as to minimize disruption and restore the Services provided herein.

8. Entire Agreement

This Agreement and/or any applicable Contract, together with any exhibits, attachment, schedules, and/or other documents, attached hereto or referenced in this Agreement which are hereby incorporated by reference, constitute the entire Agreement between the Parties with respect to the subject matter contained therein. Notwithstanding the above, Architect's proposals attached or referenced herein, are hereby incorporated by reference, as part of this Agreement and/or any Contract solely to the extent that the proposal defines the scope of the Services, the Specifications in excess of those set forth in this Agreement and/or any Contract, and the Fee Schedule if applicable. Any and all other additional or different terms in Architect's proposal, quotation, acknowledgment, bill, forms, or other communication, whether or not such terms materially alter this Agreement, shall be deemed objected to by BCI without need of further notice of objection, and shall be of no effect and in no circumstance binding upon BCI unless such terms and conditions are expressly accepted by BCI in writing as an amendment to this Agreement and/or any Contract in accordance with ARTICLE VI.

Section 2 entitled Amendments and Waivers."

9. Force Majeure

Neither Party shall be deemed in default of this Agreement or any Contract to the extent that any delay or failure in the performance of its obligations results from any cause beyond its reasonable control, and without its fault or negligence; such as acts of God, acts of civil or military authority, embargoes, epidemics, wars, riots, insurrections, fi res, explosions, earthquakes, floods, unusually severe weather conditions or strikes. If any force majeure conditions occur, the Party delayed or unable to perform will give immediate notice thereof to the other Party. The Party affected by the other's inability to perform may elect to:

A. Terminate this Agreement and/or any Contract, in whole or in part, as to Services not already performed.

B. Suspend the affected Contract or any part thereof for the duration of the force majeure condition, with the option to obtain elsewhere the Services to be furnished under such Contract(s), and deduct from any commitment under such Contract(s) the quantity of Services obtained or for which commitments have been made elsewhere.

C. Resume performance hereunder once the force majeure condition ceases with an option in the affected Party to extend the period of this Agreement or any affected Contract up to the length of time the force majeure condition endured.

Unless written notice to the contrary is given within thirty (30) days after such affected Party is notified of the force majeure condition, option B. above will be deemed selected.

10. Governing Law

This agreement and performance hereunder shall be governed by the laws of the state of California exclusive of its choice of laws provisions. If a dispute arises and the material facts affect contracts submitted by more than one company the governing law shall be California.

11. Indemnity

A. TO THE FULLEST EXTENT PERMITTED BY LAW, ARCHITECT SHALL DEFEND,

INDEMNIFY AND HOLD: HARMLESS BCI AND ITS AFFILLATES (INCLUDING THEIR

EMPLOYEES, OFFICERS, DIRECTORS, AGENTS AND CONTRACTORS) AGAINST ANY

LIABILITY ARISING FROM OR INCIDENTAL TO ARCHITECT'S OBLIGATIONS UNDER

THIS AGREEMENT OR THE MATERIAL OR SERVICES PROVIDED BY ARCHITECT,

INCLUDING (i) INJURIES TO PERSONS, INCLUDING DEATH OR DISEASE, (ii)

DAMAGES TO PROPERTY, INCLUDING THEFT, (iii) ARCHITECT'S FAILURE TO

COMPLY WITH ALL LAWS, AND (iv) LIENS ON BCI'S PROPERTY.

B. IT IS THE INTENT OF THE PARTIES THAT THIS INDEMNITY APPLY REGARDLESS

OF WHETHER OR NOT SUCH LIABILITY WAS CAUSED IN PART BY BCI'S OWN

NEGLIGENCE OR THAT OF THE OTHER PARTIES INDEMNIFIED UNDER THIS

SECTION, EXCLUDING ONLY ANY LIABILITY ARISING FROM THE SOLE NEGLIGENCE

OF BCI. THIS INDEMNITY SHALL SURVIVE THE DELIVERY, INSPECTION AND

ACCEPTANCE OF THE MATERIAL OR SERVICES.

C. BCI SHALL NOTIFY ARCHITECT WITHIN A REASONABLE PERIOD OF TIME OF

ANY WRITTEN CLAIM, DEMAND, NOTICE OR LEGAL PROCEEDINGS ("CLAIM")

FOR WHICH ARCHITECT MAY BE RESPONSIBLE UNDER THIS INDEMNITY

OBLIGATION. A DELAY IN NOTICE SHALL NOT RELIEVE ARCHITECT OF ITS

INDEMNITY OBLIGATION, EXCEPT TO THE EXTENT ARCHITECT CAN SHOW IT

WAS PREJUDICED BY THE DELAY.

D. ARCHITECT SHALL ASSUME, AT ITS EXPENSE, THE SOLE DEFENSE OF THE CLAIM

THROUGH COUNSEL SELECTED BY ARCHITECT AND SHALL KEEP BCI FULLY

INFORMED AS TO THE PROGRESS OF SUCH DEFENSE; UPON REASONABLE

REQUEST OF ARCHITECT AND AT ARCHITECT'S EXPENSE, BCI SHALL COOPERATE

WITH ARCHITECT IN THE DEFENSE OF THE CLAIM. AT ITS OPTION AND EXPENSE,

SEC MAY RETAIN OR USE SEPARATE COUNSEL TO REPRESENT IT, INCLUDING IN-

HOUSE COUNSEL. ARCHITECT SHALL MAINTAIN CONTROL OF THE DEFENSE,

EXCEPT THAT IF THE SETTLEMENT OF A CLAIM WOULD ADVERSELY AFFECT SEC.

ARCHITECT MAY SETTLE THE CLAIM AS TO BCI ONLY WITH ITS CONSENT, WHICH

CONSENT SHALL NOT BE WITHHELD OR DELAYED UNREASONABLY. ARCHITECT

SHALL PAY THE FULL AMOUNT OF ANY JUDGMENT, AWARD OR SETTLEMENT

WITH RESPECT TO THE CLAIM AND ALL OTHER EXPENSES RELATED TO THE

RESOLUTION OF THE CLAIM, INCLUDING COSTS, INTEREST AND REASONABLE

ATTORNEYS' FEES. IF BCI IS REQUIRED TO TAKE ANY ACTION TO ENFORCE ITS

INDEMNITY RIGHTS UNDER THIS AGREEMENT, OR TO ASSUME THE DEFENSE OF

ANY CLAIM FOR WHICH IT IS ENTITLED TO RECEIVE AN INDEMNITY UNDER THIS

AGREEMENT, BECAUSE OF ARCHITECT'S FAILURE TO PROMPTLY ASSUME SUCH

DEFENSE, THEN BCI MAY ALSO RECOVER FROM ARCHITECT ANY REASONABLE

ATTORNEYS' FEES (INCLUDING COST OF IN-HOUSE COUNSEL AT MARKET RATES

FOR ATTORNEYS OF SIMILAR EXPERIENCE) AND OTHER COSTS OF ENFORCING

ITS INDEMNITY RIGHTS OR ASSUMING SUCH DEFENSE.

E. ARCHITECT AGREES NOT TO IMPLEAD OR BRING ANY ACTION AGAINST BCI OR

BCI'S EMPLOYEES BASED ON ANY CLAIM BY ANY PERSON FOR PERSONAL INJURY

OR DEATH THAT OCCURS IN THE COURSE OR SCOPE OF EMPLOYMENT OF SUCH

PERSON BY ARCHITECT AND RELATES TO ARCHITECT'S PERFORMANCE UNDER

THIS AGREEMENT.

12. Independent Contractor

Architect hereby represents and warrants to BCI that:

A. Architect is engaged in an independent business and will perform all obligations under this Agreement as an independent contractor and not as the agent or employee of BCI;

B. Architect's personnel performing Services shall be considered solely the employees of Architect and not the employees or agents of BCI;

C. Architect will be responsible for Architect's acts and those of Architect's personnel during the performance of Architect's obligations under this Agreement.

13. Information

A. In the performance of its obligations under this Agreement, Architect and its personnel may receive or have access to Specifications, original tracings, engineering calculations, proposals, research, records, reports, recommendations, Drawings, standards, sketches, manuals, findings, evaluations, models, forms, reviews, Samples, tools, computer programs, disks, diskettes, basic detailed manipulatable source information regarding BCI's buildings and facilities in any form including, without limitation, computer-aided design data and diskettes, technical information, data, confidential business, customer or personnel information or, written, oral or otherwise confidential information (all hereinafter referred to as "Information") owned or controlled by BCI.. Such Information, in whole or in part, may be subject to Laws and Regulations regarding secrecy of communications or trade secrets, or may be proprietary and/or confidential or may be disclosures of patentable inventions with respect to which patents may not have been issued or for which patent applications may not have been filed.

B. Accordingly, Architect agrees: that no part of the Information shall be reproduced in any form or

by any electronic or mechanical means including information storage and retrieval systems without

permission obtained in writing from BCI; to prevent reproduction of the Information; and to inform

its personnel engaged in handling such Information of the proprietary or confidential character of such Information and of the existence of applicable Laws and Regulations regarding secrecy of communications. Unless such Information was previously known to Architect free of any obligation to keep it confidential or has been or is subsequently made public by BCI or a third Party, it shall be

kept confidential by Architect, shall be used only in performing Services hereunder, and may be used for other purposes only upon such terms as may be agreed upon in writing.

C. Except with BCI's prior written consent, information that Architect may disclose hereunder to BCI

shall be deemed non-confidential, non-proprietary, and free from all restrictions on use or disclosure.

If Architect provides BCI with any proprietary or confidential information which is conspicuously

marked as such, BCI shall use the same degree of care to prevent its disclosure to others as BCI uses

with respect to its own proprietary or confidential information. Architect shall label or otherwise

mark all of its confidential information in the following manner:

DRAFT:

PRIVILEGED AND CONFIDENTIAL UNDER ATTORNEY-CLIENT PRIVILEGE AND WORK

PRODUCT DOCTRINE

PREPARED UNDER THE DIRECTION OF COUNSEL

DO NOT REPRODUCE OR DISTRIBUTE WITHOUT THE EXPRESS PERMISSION OF

DESIGNATED ATTORNEY

At BCI's direction, Architect shall prepares final report that may or may not, at BCI's direction, contain the above privileged and confidential heading. Architect shall present draft and final copies of any reports prepared

under the direction of legal counsel to the designated attorney.

14. Insurance

Any and all insurance and/or bonds that may be required under the Laws and Regulations of any governmental authority, including but not limited to, Worker's Compensation Insurance is, and shall be the sole responsibility of Architect.

A. Architect shall provide to BCI their current policy limits on an annual basis.

B. Without in any way limiting Architect's indemnification obligations as set forth in this Agreement,

and prior to the commencement of any Services under a Contract, Architect shall take out and thereafter

maintain in full force and effect the following insurance on an occurrence form basis unless otherwise

stated:

1. Commercial General Liability Insurance (Bodily Injury and Property Damage), including the

following supplementary coverage:

a. Contractual Liability to cover liability assumed under this Agreement;

b. Personal Injury Liability with the "employee" and "contractual" exclusions deleted;

c. Product and Completed Operations Liability Insurance;

d. Broad Form Property Damage Liability Insurance; and

e. Explosion, collapse, and underground hazard coverage, if requested by BCI.

2. If use of a motor vehicle is required, Business Automobile Bodily Injury and Property Damage

Liability Insurance. Such insurance shall extend to owned, if any, non-owned, and hired automobiles of Architect used in the performance of Services herein.

3. Unless BCI requests higher limits as set forth in this Agreement, the policy limits of liability for

the insurance required above in B. 1), or B. 2), shall not be less than $1,000,000 per occurrence

and $2,000,000 in the aggregate.

4. Employer's Liability Insurance with policy limits of not less than $100,000 for bodily injury each

accident, $500,000 for bodily injury by disease policy limits, and $100,000 for bodily injury by

disease-each employee.

5. Professional Liability Insurance for each Principal of Architect described in ARTICLE VII.

Exhibit B. A. 2) with policy limits of not less than $1,000,000 per occurrence and $2,000,000 in

the aggregate.

6. Aviation Liability Insurance if either Architect or its Consultants use a helicopter or other means

of aviation in assisting in the performance of the Services, with policy limits of not less than

$5,000,000.

C. Any Umbrella or Excess Liability Insurance shall provide that if an underlying aggregate of the above

insurance is exhausted, the excess coverage shall drop down as primary insurance.

1. The Architect shall provide to BCI annually, evidence of the above insurance in the form acceptable to BCI. The e document provided annually shall:

2. Name BCI and its Affiliates, and the directors, shareholders, and employees of BCI and its Affiliates,

as "additional insureds" in matters regarding the Services covered by this Agreement and/or any

Contract;

3. Provide that said insurance is primary coverage with respect to all insureds;

4. Contain a Standard Cross Liability Endorsement which provides that the insurance applies separately to each insured against whom a claim is fi led, and that the policies cover claims or suits by one insured against the other;

5. Contain a waiver of subrogation against BCI and its Affiliates;

6. The cancellation clause on the certificate of insurance will be amended to read as follows:

"SHOULD ANY OF THE ABOVE DESCRIBED POLICIES

BE CANCELED OR MATERIALLY CHANGED, THE ISSUING COMPANY WILL MAIL 30 DAYS

WRITTEN NOTICE TO THE CERTIFICATE HOLDER."

D. If requested by BCI at any time, Architect shall provide BCI with certification along with an endorsement/rider issued by a properly qualified representative of the insurer, specifying that Architect's insurance policy complies with this section, if requested by BCI, Architect shall provide to BCI a copy of any and all policies of insurance required pursuant to this Agreement and/or any Contract.

E. All insurance policies required shall be issued by companies admitted (licensed) to transact business

in the State of California and who hold a current rating of B+ VII or better in the A.M. Best Key Rating

Guide for Property and Casualty Insurance Companies.

F. Architect assigns to BCI and, as to BCI, waives all of its right, title, and interest in any and all claims,

including but not limited to, claims of equitable, contractual, or statutory subrogation, which could be

claimed against BCI arising from or in. connection with this Agreement for any and all losses, damages,

or liability that would be covered by the insurance required herein, whether or not Architect maintains

such coverage at the time the liability occurs. Architect revokes prior assignments or any of the aforesaid claims and agrees to notify its insurance carriers of the terms of this paragraph.

G. Architect's obligations to maintain the insurance required herein, and to provide evidence of it, shall

survive for a period of ten (10) years beyond the termination, cancellation, or other expiration of this

Agreement and/or any Contract; provided that if the Services includes asbestos abatement, such period shall be forty (40) years. If Architect's insurance coverage is made on "claims-made" forms, Architect

agrees to maintain such insurance to cover liability arising out of or in connection with this Agreement

and/or any Contract (i.e., adjust retroactive date, provide "tail coverage", etc.), and to provide to BCI

evidence thereof for the period stated above in this paragraph.

H. At any time during the term of this Agreement and/or any Contract, BCI may require Architect to

obtain and maintain in force, insurance with coverage or limits in addition to the foregoing, with charges

as mutually agreed.

I. The Architect shall also require all Consultants who may enter upon the Project site to maintain the

same insurance requirements listed above.

15. Liens Architect shall not permit liens, encumbrances, or claims to be fi led or asserted by others against BCI or BCI's property by reason of Architect's failure or alleged failure to pay for any labor performed or materials furnished pursuant to the terms of this Agreement and/or any Contract and shall protect, hold harmless, and indemnify BCI from and against all claims, liens, encumbrances, or claims of liens or encumbrances fi led, or asserted, because of labor performed (or allegedly performed) or materials furnished (or allegedly furnished) hereunder, and shall be solely responsible for the payment of any such claim, and shall cause any such lien or encumbrance which may be fi led, or asserted, to be immediately released and discharged of record. Upon failure of Architect to observe any of the provisions of this section, BCI at its option, may pay any or all of the claims involved and take such steps as it desires to cause such liens or encumbrances to be released. Architect shall thereupon, reimburse BCI for its reasonable Costs and payments. If Architect fails to reimburse BCI, then BCI may Withhold sufficient funds otherwise due Architect under this Agreement and/or Contract and may take such other action as is necessary to recover such costs and payments. BCI may recover from Architect all reasonable attorneys' fees expended by BCI in connection with any violation by Architect of the provisions of this section.

16. Limitation of liability

BCI will not be liable for consequential incidental, special or punitive damages, or for loss of revenue or profit in connection with the performance or failure to perform this Agreement regardless of whether such Liability arises from breach of contract, tort or any other theory of Liability.

17. Most favored Customer

Architect represents and warrants that all prices, benefits, warranties and other terms and conditions in this Agreement are and will continue to be during the term of this Agreement no less favorable than those currently being offered or which will be offered by Architect to any of its similarly situated customers. Architect shall review and have an officer of its company certify its compliance with this Section to BCI semi-annually. This certification shall be sent to BCI's representative listed under the Section, Notices.

18. Notices

Except as otherwise provided in this Agreement, or applicable Contract, all notices or communications hereunder, shall be deemed to have been duly given when made in writing and either 1) delivered in person, 2) delivered by a recognized overnight delivery service, or 3) deposited in the United States Mail, postage prepaid, or 4) facsimile transmission, provided within 24 hours of transmission a copy is sent by any method set forth above in 1), 2) or 3), and addressed as follows:

Architect Notices: Inland Architects, Inc.

3130 N. Arbor Boulevard

West Ontario, CA 91000

Attn: Chief Architect

Fax: 909-985-0230

Project Specifi c Notices: Big Corp, Inc.

100 E. Smith Ave

Interior CA 91000

Attn: Area Manager, Los Angeles Service Area

Fax: 626-300-8001

Agreement Specifi c Notices: Big Corp, Inc.

2600 South 5th Street

San Pablo, CA 91000

Attn: Contract Manager-Alliance Services

Fax: 909-876-9801

The address to which notices or other communications may be given by either Party may be changed by written notice given by such Party to the other pursuant to this section entitled "Notices."

19. Subcontractors

If Architect subcontracts any Services hereunder, all Services performed by a Subcontractor shall be deemed Services performed by Architect. Architect shall adopt and comply with the "Minority and Women Business Enterprise/Disabled Veteran Business Enterprise (M/ WBE-DVBE) Job Specifi c Subcontracting Plan" described in ARTICLE VII. Exhibit A-2.

If requested by BCI in a Contract or otherwise, the selection of any Subcontractor for performance of the Services required herein shall be subject to the written approval of BCI Representative. Each subcontractor selected for performing the services shall be satisfactorily experienced in their particular field with respect to both nature and magnitude of work as determined by BCI's Representative.

20. Waivers of Default

Unless otherwise expressly provided herein, no waiver by BCI of any provision hereof shall be deemed to have been made unless expressed in writing and signed by BCI. No delay or omission in the exercise of any right or remedy accruing to BCI upon any breach under this Agreement shall impair such right or remedy or be construed as a waiver of any such breach heretofore or thereafter Occurring. ! e waiver by BCI of any breach of any term, covenant or condition herein stated shall not be deemed to be a waiver of any other term, covenant, or condition.

21. Warranty

A. Architect warrants to BCI that any Services provided hereunder will be performed in a first-class professional manner, in strict compliance with the Specifi cations, and with the care, skill and diligence, and in accordance with the applicable standards, currently recognized in Architect's profession or industry. If Architect fails to meet applicable professional standards, Architect will, without additional compensation, promptly correct or revise any errors or deficiencies in the Services furnished hereunder.

B. The warranty period for Services shall be the longer of the warranty period stated in the Contract, the Specifi cations or one (1) year. The warranty period shall commence upon Acceptance.

C. Architect represents and warrants that:

1. There are no actions, suits, or proceedings pending or threatened, which will have a material

adverse effect on Architect's ability to fulfill its obligations under this Agreement;

2. Architect will immediately notify BCI if, during the term of this Agreement, Architect becomes

aware of any action, suit, or proceeding, pending or threatened, which may have a material adverse

effect on Architect's ability to fulfill the obligations under this Agreement or any Contract;

3. Architect has all necessary skills, rights, financial resources, and authority to enter into this

Agreement and related Contracts, including the authority to provide or license the Material or

Services;

4. The Services will not infringe any patent, copyright, or other intellectual property;

5. No consent, approval, or withholding of objection is required from any entity, including any

governmental authority with respect to the entering into or the performance of this Agreement

or any Contract;

6. The Services will be provided free of any lien or encumbrance of any kind;

7. Architect will be fully responsible and liable for all acts, omissions, and Work performed by any

of its representatives, including any subcontractor;

8. All representatives including subcontractors, will strictly comply with the provisions specified in

this Agreement and any Contract; and,

9. Architect will strictly comply with the terms of this Agreement or Contract, including those

specified in any Appendices thereto.

D. All warranties will survive inspection, acceptance, payment and use. ! ese warranties will be in addition to all other warranties, express, implied or statutory. Architect will defend, indemnify and hold BCI harmless from and against all liabilities for a breach of these warranties.

E. If at any time during the warranty period for Services, BCI believes there is a breach of any warranty.

BCI will notify Architect setting forth the nature of such claimed breach. Architect shall promptly investigate such claimed breach and shall either (i) provide Information satisfactory to BCI that no breach of warranty in fact occurred, or (ii) at no additional charge to BCI, promptly use its best eff orts to take such action as may be required to correct such breach.

F. If a breach of warranty has not been corrected within a commercially reasonable time, or if two (2) or

more breaches of warranty occur in any sixty (60) day period, BCI may Cancel the applicable Contract.