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CoMers
<br /> INTERNATIONAL
<br /> into this Contract and discharge its duties hereunder, (ii)it has the necessary qualifications,skills,experience,and capabilities
<br /> to perform the Services in a safe, professional,and accurate manner, (iii)all of Contractor's employees providing,or who may,
<br /> at any time,provide,the Services,or any portion thereof,are legally permitted to work in the United States,(iv)it has completed
<br /> 1-9, Employment Eligibility Verification forms for all such employees described in(iii) above(which forms and related payroll
<br /> records shall be available to Agent and Owner upon request), and (v) it has all licenses, approvals, authorizations,
<br /> certifications, and permits, including, but not limited to those for the state, city or county in which the Property is located, to
<br /> perform the Services.Contractor shall maintain such licenses,approvals,authorizations,certifications, and permits,at its own
<br /> expense, for the duration of this Contract. Contractor shall require similar warranties by any and all Subcontractors used to
<br /> provide any portion of the Services.
<br /> 8. EMPLOYEES AND SUBCONTRACTORS.Contractor shall not delegate or subcontract any portion of the Services
<br /> without Owner's prior written consent. Contractor shall provide adequate supervision of its employees and Subcontractors at
<br /> all times while they are at the Property. Any and all employees or Subcontractors of Contractor who are not satisfactory to
<br /> Owner or Agent for any reason shall be immediately replaced with others who are satisfactory to Owner or Agent. In addition,
<br /> any and all employees or Subcontractors of Contractor shall be properly uniformed or suitably attired,as the case may be.
<br /> 9. MATERIALS AND WORKMANSHIP. Contractor shall provide all skilled labor and tools, materials, supplies, and
<br /> equipment(including any incidental items whether or not particularly specified herein) (collectively"Materials")to safely and
<br /> properly complete the Services in accordance with the terms,conditions,and specifications of this Contract,as determined by
<br /> Owner in its sole and absolute discretion.All Materials and workmanship shall be of the highest quality,and all Materials shall
<br /> be used solely for the intended purposes.
<br /> Contractor shall ensure that all Materials and workmanship shall be free from known defects for a period of one(1)year, plus
<br /> any manufacturer warranty, unless otherwise specified in exhibit(s) attached hereto. Contractor shall repair or replace, or
<br /> cause to be repaired or replaced,at Contractor's expense, any and all defective Materials or workmanship. Owner shall give
<br /> Contractor notice of defects with reasonable promptness after discovery of such defects, and Contractor shall remedy such
<br /> defects within thirty (30) days of receipt of such notice. In addition, Contractor shall obtain, with full force and effect for the
<br /> benefit of Owner,any product manufacturer or other such warranties.
<br /> Final payment,other provisions of this Contract,or the expiration or termination of this Contract shall not relieve Contractor
<br /> of responsibility for remedying defects in Materials or workmanship at its sole cost and expense.
<br /> 10. INSPECTIONS AND ACCEPTANCE. Owner, its representatives, and Agent shall, at all times, have access to
<br /> evaluate the Services, whether in preparation or progress, and Contractor shall provide proper facilities for access and
<br /> inspection.The Services shall be subject to inspection and acceptance by Owner, and Contractor shall promptly correct any
<br /> and all Services rejected by Owner. No payment shall be made to Contractor on account of the Services until after Owner's
<br /> acceptance of the Services.Should Contractor fail to carry out any part of this Contract, Owner may have the Services,or any
<br /> portion thereof, completed by others and shall have the right to deduct the cost thereof from the amount owed to Contractor
<br /> and to charge Contractor for any additional costs incurred by Owner resulting from Contractor's failure to perform.
<br /> 11. LAWS AND STANDARD OF CARE. Contractor shall perform the Services (i) in accordance with all rules, laws
<br /> (including,but not limited to local,state,or federal),ordinances, regulations,codes,and other legal requirements(collectively,
<br /> "Laws"), (ii) to the standard of care, skill, and diligence of an experienced service provider in the same field, and (iii) in a
<br /> competent,efficient,lawful,and ethical manner. If Contractor provides any Services knowing them to be contrary to any of the
<br /> foregoing, Contractor shall liable for all Claims arising therefrom or in connection therewith and shall indemnify, defend, and
<br /> hold harmless the Indemnitees(as that term is defined herein)from same.
<br /> 12. ENVIRONMENTAL MATTERS. Contractor shall not direct, suffer, or permit any of its employees, agents, or
<br /> Subcontractors to, at any time, handle, use, manufacture, store, or dispose of any fiammables, explosives, radioactive
<br /> materials, hazardous wastes or materials, toxic wastes or materials, or other similar substances, petroleum products or
<br /> derivatives,or any substance subject to regulation(collectively"Hazardous Materials")by or under any federal,state,or local
<br /> laws and ordinances relating to the protection of the environment or the keeping, use, or disposition of environmentally
<br /> hazardous materials, substances, or wastes, presently in effect or hereafter adopted, all amendments thereto, and all rules
<br /> and regulations issued pursuant to any of the foregoing (collectively "Environmental Laws") in, on, or about the Property.
<br /> Contractor shall not direct,suffer, or permit any Hazardous Materials to be used in any manner not fully in compliance with all
<br /> Environmental Laws or allow the Property or environment to become contaminated with any Hazardous Materials:
<br /> Notwithstanding the foregoing and subject to Owner's prior written consent, Contractor, and only those employees of
<br /> Contractor who are fully qualified to do so, may handle,store,use,or dispose of Hazardous Materials to the extent customary
<br /> and necessary for the performance of Services hereunder, provided that Contractor,shall always handle, store, use, and
<br /> dispose of any such Hazardous Materials in a safe and lawful manner and never allow such Hazardous Materials to
<br /> contaminate the Property or the environment. In the event of an accidental release of Hazardous Materials on, in, or adjacent
<br /> to,the Property, Contractor shall immediately notify Owner and Agent in writing of same. Contractor shall indemnify, defend,
<br /> and hold the Indemnitees(as that term is defined herein)harmless from and against any and all Claims(as that term is defined
<br /> herein) arising out, resulting from, or in connection with any release and/or any subsequent cleanup of Hazardous Materials
<br /> CONTRACT—Services Contract 10-30-13 2
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