CONTRACTOR’S INSPECTION AND KNOWLEDGE OF PLANS AND PREMISES; COST OF PERFORMANCE Sample Clauses

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CONTRACTOR’S INSPECTION AND KNOWLEDGE OF PLANS AND PREMISES; COST OF PERFORMANCE. By becoming a party to the AGREEMENT, CONTRACTOR represents it has:

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Related to CONTRACTOR’S INSPECTION AND KNOWLEDGE OF PLANS AND PREMISES; COST OF PERFORMANCE

• Periodic Review of Costs of Environmental Compliance In the ordinary course of its business, the Company conducts a periodic review of the effect of Environmental Laws on the business, operations and properties of the Company and its subsidiaries, in the course of which it identifies and evaluates associated costs and liabilities (including, without limitation, any capital or operating expenditures required for clean-up, closure of properties or compliance with Environmental Laws or any permit, license or approval, any related constraints on operating activities and any potential liabilities to third parties). On the basis of such review and the amount of its established reserves, the Company has reasonably concluded that such associated costs and liabilities would not, individually or in the aggregate, result in a Material Adverse Change.

• ACCESS TO PLANTS AND PROPERTIES Seller shall comply with all the rules and regulations established by Buyer for access to and activities in and around premises controlled by Buyer or Buyer’s customer.

• Environmental Remediation Failure to remediate (or pursue the remediation process with due diligence and good faith) within the time period required by law or governmental order, (or within a reasonable time in light of the nature of the problem if no specific time period is so established), environmental problems in violation of Applicable Law related to Properties of the Borrower and/or its Subsidiaries where the estimated cost of remediation is in the aggregate in excess of Seventy-Five Million Dollars ($75,000,000), in each case after all administrative hearings and appeals have been concluded.

• Property Inspections The Servicer shall conduct property inspections in accordance with the milestones of the repair and rehabilitation plan for such Mortgaged Property and prepare Property Inspection Reports on any Mortgaged Property involving property damage over $15,000. The Servicer shall furnish a copy of the repair and rehabilitation plan for such Mortgaged Property to the Master Servicer upon request.

• CONSTRUCTION AND IMPROVEMENTS Concessionaire shall not affix, alter, or erect any permanent or temporary equipment, structures, buildings, or additions to the Concession Premises without first obtaining the prior written approval of Department.

• Construction of the Tenant Improvements Construction or installation of the Tenant Improvements shall be performed by a licensed general contractor or contractors selected by Tenant and approved by Landlord, such approval not to be unreasonably withheld or delayed (the “Tenant’s Contractor,” whether one or more), pursuant to a written construction contract negotiated and entered into by and between the Tenant’s Contractor and Tenant and approved by Landlord. Each such contract shall (i) obligate Tenant’s Contractor to comply with all reasonable rules and regulations of Landlord relating to construction activities in the Building, (ii) name Landlord as an additional indemnitee under the provisions of the contract whereby the Tenant’s Contractor holds Tenant harmless from and against any and all claims, damages, losses, liabilities and expenses arising out of or resulting from the performance of such work, (iii) name Landlord as a beneficiary of (and a party entitled to enforce) all of the warranties of the Tenant’s Contractor with respect to the work performed thereunder and the obligation of the Tenant’s Contractor to replace defective materials and correct defective workmanship for a period of not less than one (1) year following final completion of the work under such contract, (iv) evidence the agreement of the Tenant’s Contractor that the provisions of the Lease shall control over the provisions of the contract with respect to distribution or use of insurance proceeds, in the event of a casualty during construction, and (v) evidence the waiver and release by the Tenant’s Contractor of any lien or right to assert a lien on all or any portion of the fee estate of Landlord in and to the Building as a result of the work performed or to be performed thereunder (and obligating the Tenant’s Contractor to include a substantially similar release and waiver provision in all subcontracts and purchase orders entered under or pursuant to the contract). Notwithstanding anything to the contrary, union labor shall not be required to be used for construction of the Tenant Improvements; provided, however, Landlord shall be permitted to withhold its consent to a contractor proposed to be utilized by Tenant to the extent such contractor would create a labor dispute at the Building or Project that could impair or affect the Landlord’s ability to operate the Building or otherwise provide the services it is required to provide to its tenants. In the event there is any labor dispute as a result of Tenant’s contractor and such labor dispute is impairing or affecting Landlord’s ability to operate the Building or otherwise provide the services it is required to provide to its tenants, then Tenant shall immediately take such actions as may be required in order to cause such labor dispute to cease. Tenant and its contractors shall be required to comply with the constructions rules and regulations set forth Exhibit B-1 attached hereto (and the Tenant Improvement shall be required to incorporate all design elements set forth in such Exhibit B-1). Tenant acknowledges and understands that all roof penetrations involved in the construction of the Tenant Improvements must be performed by the Landlord’s Building roofing contractor. All costs, fees and expenses incurred with such contractor in performing such work shall be a cost of the Tenant Improvements (which such cost may be payable out of the Landlord’s Construction Allowance), in accordance with the provisions of this Exhibit B. Tenant or Tenant’s Contractor shall be responsible for all water, gas, electricity, sewer or other utilities used or consumed at the Premises during the construction of the Tenant Improvements. Tenant specifically agrees to carry, or cause the Tenant’s Contractor to carry, during all such times as the Tenant’s work is being performed, (a) builder’s risk completed value insurance on the Tenant Improvements, in an amount not less than the full replacement cost of the Tenant Improvements, (b) a policy of insurance covering commercial general liability, in an amount not less than One Million Dollars ($1,000,000.00), combined single limit for bodily injury and property damage per occurrence (and combined single limit coverage of $2,000,000.00 in the aggregate), and automobile liability coverage (including owned, non-owned and hired vehicles) in an amount not less than One Million Dollars ($1,000,000.00) combined single limit (each person, each accident), and endorsed to show Landlord as an additional insured, and (c) workers’ compensation insurance as required by law, endorsed to show a waiver of subrogation by the insurer to any claim the Tenant’s Contractor may have against Landlord. Tenant shall not commence construction of the Tenant Improvements until Landlord has issued to Tenant a written authorization to proceed with construction after Tenant has delivered to Landlord’s construction representative (i) certificates of the insurance policies described above, (ii) copies of all permits required for construction of the Tenant Improvements and a copy of the permitted Final Plans as approved by the appropriate governmental agency, and (iii) a copy of each signed construction contract for the Tenant Improvements (a copy of each subsequently signed contract shall be forwarded to Landlord’s construction representative without request or demand, promptly after execution thereof and prior to the performance of any work thereunder). All of the construction work shall be the responsibility of and supervised by Tenant.

• Selection of Subcontractors, Procurement of Materials and Leasing of Equipment The contractor shall not discriminate on the grounds of race, color, religion, sex, national origin, age or disability in the selection and retention of subcontractors, including procurement of materials and leases of equipment. The contractor shall take all necessary and reasonable steps to ensure nondiscrimination in the administration of this contract.

• Safety Inspection During inspection of County facilities conducted by the State Division of Occupational Safety and Health for the purpose of determining compliance with the California OSHA requirements, an OCEA designated employee shall be allowed to accompany the inspector while the inspector is in the employee's agency/department. The employee so designated shall suffer no loss of pay when this function is performed during the employee's regularly scheduled work hours.

• Construction of Tenant Improvements After the Landlord and Ground Lessor (in accordance with Paragraph 12 hereof) approve Tenant’s Plans and Tenant receives any necessary building permits, Tenant shall administer and diligently prosecute the construction of Tenant Improvements in accordance with Tenant’s Plans, in compliance with applicable Laws, and using building standard material, subject to Landlord’s right, at its election, to itself construct the Restroom Improvements. All Tenant Improvements (other than, if applicable, the Restroom Improvements) shall be constructed by Tenant’s Contractor (and/or its subcontractors), and Tenant shall be responsible for project management with respect to construction of the Tenant Improvements. During construction of the Tenant Improvements, Tenant and its contractors and subcontractors (i) shall not interfere with the access to, use of, or business conducted within any other portions of the Project by other tenants or occupants, (ii) shall use diligent efforts to coordinate the timing of work, deliveries and other construction matters with tenants or occupants of the Project that could be adversely impacted by such work, deliveries and construction matters, including, without limitation, by scheduling work CERTAIN CONFIDENTIAL PORTIONS OF THIS EXHIBIT WERE OMITTED AND REPLACED WITH “[***]”. A COMPLETE VERSION OF THIS EXHIBIT HAS BEEN FILED SEPARATELY WITH THE SECRETARY OF THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO AN APPLICATION REQUESTING CONFIDENTIAL TREATMENT UNDER RULE 406 OF THE SECURITIES ACT OF 1933. that would create noise, vibrations, dust or other similar annoyances to other tenants or occupants of the Project outside normal business hours, notwithstanding any additional cost (for overtime or otherwise) that Tenant may incur, (iii) shall clean and secure construction and staging areas daily, (iv) shall stage all construction and store all construction materials and equipment in a location designated by Landlord (in Landlord’s sole discretion) on the Project, and (v) shall otherwise abide by all rules and requirements established or imposed by Landlord relating to the performance of the Tenant Improvements, including rules relating to any required shutdown of utilities (including life-safety systems), storage of materials, and coordination of work with other tenant’s or occupant’s contractors. Tenant shall not be charged any construction management fee for Landlord’s review of Tenant’s Plans or any oversight of the construction of the Tenant Improvements.

• Costs and Prorations There shall be prorated between the landlord/Seller and the Tenant/Buyer, as of date of closing, the following items: (a) All real estate taxes and assessments; (b) Interest on encumbrances assumed or taken over by Tenant/Buyer with the Tenant/Buyer having responsibility for such items as follows: Landlord/Seller will pay: Tenant/Buyer will pay: