2-2. Appendix A.01 - Sample Contract.pdf

IFB #27-01 – Appendix A.01 – Sample Contract

Contract Between Monterey-Salinas Transit District and for Purchase and Installation of

Digital Displays For The Monterey-Salinas Transit District

Bus Fleet (Reference: IFB # 27-01)

Contract No. ##-##-##

THIS PROFESSIONAL SERVICES CONTRACT (“Contract” or "Agreement") is made on [Date] ("Effective Date"), by and between Monterey-Salinas Transit District ("MST" or “Monterey-Salinas Transit”) and _______________________ ("CONTRACTOR").

In consideration of the mutual covenants and conditions set forth in this Contract, the parties agree as follows:

1. SCOPE OF WORK

MST hereby engages CONTRACTOR to perform and CONTRACTOR hereby agrees to perform, the services described in Exhibits __ through __ in conformity with the terms of this Contract. The services to be provided by Contractor shall be those that are described within the Scope of Work of IFB #27-01 (Exhibit ___) and Contractor’s Proposal (Exhibit

CONTRACTOR shall furnish MST all materials and services in full accordance with Invitation for Bids No. 27-01 prepared and issued by MST entitled Purchase and Installation of Digital Displays for the Monterey-Salinas Transit District Bus Fleet issued on Friday, October 9, 2026.

2. ADDITIONAL PROVISIONS/EXHIBITS

This Contract shall consist of the following attached documents, each of which is on file with MST, and are incorporated into and made a part of this Contract by reference:

Exhibit A – Public Contract Code and Labor Code Requirements Exhibit B – Required Federal Clauses Exhibit C – Invitation for Bids #27-01 Exhibit __ – Contractor’s Proposal

NOTE: Additional Exhibits may be added as necessary after a Contractor has been selected. Exhibit numbering is subject to change in the final agreement.

3. TERM

Services under this Contract shall commence when MST issues a Notice to Proceed and shall continue through completion of all tasks and deliverables as identified in the Scope of Work and Consultants Proposal. CONSULTANT shall not be held liable for delays resulting from scheduling on the part of MST.

4. CONTRACT PRICE

MST agrees to pay CONTRACTOR in accordance with Exhibit __ – Contractor’s Cost Proposal attached hereto in an amount not to exceed $_______________, for services performed in accordance with this Contract. This not to exceed amount includes all labor, materials, taxes, overhead, insurance, travel expenses, employee benefits, profit, and other costs and expenses incurred by the CONTRACTOR. MST will pay the CONTRACTOR in accordance with Section 6. Any adjustments in payment shall only be valid if agreed to in writing by both MST and CONTRACTOR.

5. PERFORMANCE STANDARDS

5.1 CONTRACTOR warrants that CONTRACTOR and CONTRACTOR’s

agents, employees, and subCONTRACTORs performing services under this Contract are specially trained, experienced, competent, and appropriately licensed to perform the work and deliver the services required under this Contract and are not employees of MST, or immediate family of an employee of MST.

5.2 CONTRACTOR, its agents, employees, and subCONTRACTORs shall perform all work in a safe and skillful manner and in compliance with all applicable laws and regulations. All work performed under this Contract that is required by law to be performed or supervised by licensed personnel shall be performed in accordance with such licensing requirements.

5.3 CONTRACTOR shall keep itself informed of State and Federal laws and regulations which in any manner affect those employed by CONTRACTOR or in any way affect the performance of its service pursuant to this Contract.

CONTRACTOR shall at all times observe and comply with all such laws and regulations. MST, and its officers and employees, shall not be liable at law or in equity occasioned by failure of CONTRACTOR to comply with this Section.

5.4 CONTRACTOR shall furnish, at its own expense, all materials, equipment, and personnel necessary to carry out the terms of this Contract, except as otherwise specified in this Contract. CONTRACTOR shall not use MST premises, property (including equipment, instruments, or supplies) or personnel for any purpose other than in the performance of its obligations under this Contract.

5.5 CONTRACTOR declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of MST in connection with the award, terms or implementation of this Contract, including any method of coercion, confidential financial agreement or financial inducement. No officer or employee of MST will receive compensation, directly or indirectly, from CONTRACTOR, or from any officer, employee or agent of CONTRACTOR, in connection with the award of this Contract or any work to be conducted as a result of this Contract.

Violation of this Section shall be a material breach of this Contract entitling MST to any and all remedies at law or in equity.

5.6 CONTRACTOR is a [specify entity type] duly organized, validly existing and in good standing under the laws of the State of California, and has the authority to do business in the State of California. It has the full legal right, power, and authority to own its properties and to carry on its business as now owned and operated and as required by this Contract.

6. INVOICES

6.1 PAYMENT PROCEDURES: All payments to CONTRACTOR for services rendered shall be paid in arrears, after the service has been provided.

MST shall reimburse CONTRACTOR within thirty (30) calendar days of receipt of all CONTRACTOR invoices. The submission of incomplete or inaccurate invoices by CONTRACTOR may delay payments to CONTRACTOR. Acceptance of invoice(s) is within MST sole discretion.

6.1.1 In the event MST disputes any amount on CONTRACTOR’s invoice, MST shall provide written notice of the disputed amount and shall withhold the amount from the payment of the invoice but shall pay the undisputed amount on a timely basis. MST and CONTRACTOR shall then meet to resolve any disputed amounts.

6.2 Invoices shall be mailed to:

6.2.1 Monterey-Salinas Transit District

19 Upper Ragsdale Drive, Suite 200 Monterey, CA 93940 ATTN: Accounts Payable

6.2.2 MST shall mail payments to:

NAME

ADDRESS

CITY, STATE, ZIP

7. THIRD PARTY CLAUSES

This Project may be paid in whole or in part using Federal and/or State Grant Funds. As such, CONTRACTOR agrees to all clauses in Exhibit B – Required Federal Clauses.

8. NOTICE

Any notice or correspondence required or permitted to be given under this Contract shall be given in writing by e-mail and sent by: (a) hand-delivery, (b) first class United States mail, return receipt requested, or (c) overnight delivery service, and shall be deemed given upon actual receipt by the addressee. Notices shall be addressed as follows:

If to MST:

Monterey-Salinas Transit District ATTN: Michael Kohlman 19 Upper Ragsdale Drive, Suite 200 Monterey, CA 93940

Email: mkohlman@mst.org

If to CONTRACTOR:

NAME

ADDRESS

CITY, STATE, ZIP

Email:

Either Party may change the recipient or address for receiving notices upon written notice to the other Party.

9. INSURANCE

9.1 General:

CONTRACTOR, at its sole cost and expense, for the full term of this Contract (and any extensions thereof), shall obtain and maintain at minimum all of the following insurance coverage. Such insurance coverage shall allow and be endorsed primary coverage as respects MST and any insurance or self-insurance maintained by MST shall be excess of CONTRACTOR's insurance coverage and shall not contribute to it.

9.2 Types of Insurance and Minimum Limits

CONTRACTOR shall obtain and maintain during the term of this Contract:

(a) Worker's Compensation and Employer's Liability Insurance in conformance with the laws of the State of California (not required for CONTRACTOR 's or sub-CONTRACTORs providing MST written confirmation of having no employees) with limits of not less than one million dollars ($1,000,000) each accident, $1,000,000 by disease-policy, and $1,000,000 disease-each employee.

(b) CONTRACTOR’s vehicles used in the performance of this Contract, including owned, non-owned (e.g. owned by CONTRACTOR's employees), leased or hired vehicles, shall each be covered with Commercial Automobile, Liability Insurance using Insurance Services Office (ISO) Business Automobile Coverage form CA 00 01 (or equivalent) in the minimum amount of one million dollars ($1,000,000) combined single limit per accident for bodily injury and property damage.

(c) CONTRACTOR shall obtain and maintain Commercial General Liability

Insurance coverage with coverage at least as broad as Insurance Services Office (ISO) form CG 00 01 in the minimum amount of one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate, and one million dollars ($1,000,000) products and completed operations aggregate. The policy shall include a per project or per location general aggregate endorsement. If a per project/location endorsement is not available, the limit for the general aggregate shall be doubled. If CONTRACTOR maintains higher limits than the specified minimum limits, MST requires and shall be entitled to coverage for the higher limits maintained by CONTRACTOR.

(d) CONTRACTOR shall obtain and maintain Professional Liability insurance that insures against professional errors and omissions that may be made in performing professional services in the minimum amount of two million dollars ($2,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of the start of work, and CONTRACTOR agrees to maintain continuous coverage through a period no less than three (3) years after completion of the work.

9.3 Other Insurance Provisions

(a) As to all insurance coverage required herein, any deductible or self-insured retention exceeding $5,000.00 shall be disclosed to and be subject to written approval by MST.

(b) Except Professional Liability, each insurance coverage required hereunder is to be provided as an “occurrence” form basis only.

(c) All required Automobile Liability Insurance and Commercial General

Liability Insurance shall contain the following endorsement as a part of each policy: “MST is hereby added as an additional insured as respects the operations of the named insured."

(d) All the insurance required herein shall include and contain the following clause: "It is agreed that this insurance shall not be canceled until thirty (30) days after MST shall have been given written notice of such cancellation or reduction." If a carrier will not provide the required notice of cancellation, the CONTRACTOR shall provide written notice to MST of a cancellation no later than five (5) business days before cancellation.

(e) All required Workers’ Compensation, Automobile Liability Insurance and

Commercial General Liability shall contain and be endorsed with a waiver of subrogation in favor of MST.

(e) CONTRACTOR shall notify MST in writing at least thirty (30) days in advance of any reduction in any insurance policy required under this Contract.

(f) CONTRACTOR agrees to provide MST at or before the effective date of this Contract with a certificate of insurance of the coverage and amendatory endorsements required.

(g) If CONTRACTOR, for any reason, fails to maintain insurance coverage, which is required pursuant to this Contract, the same shall be deemed a material breach of contract. MST, at its sole option, may terminate this Contract and obtain damages from the CONTRACTOR resulting from said breach.

10. INDEMNIFICATION

To the maximum extent permitted by law, CONTRACTOR must indemnify, defend, keep and save harmless MST and its directors, agents, officials, and employees ("Indemnitees"), against all suits, claims or actions arising out of any of the following:

a. Any injury to persons or property damage that may occur, or that may be alleged to have occurred, arising from the performance of this Contract caused by a negligent act or omission or willful misconduct of CONTRACTOR or its employees, subcontractors or agents; or

b. Any allegation that materials or services provided by the CONTRACTOR under this Agreement infringe or violate any copyright, trademark, patent, trade secret, or any other intellectual-property or proprietary right of any third party; or

c. Actual or alleged violations of the requirements of Exhibit __, including without limitation, disclosure of personally identifiable information (“PII”).

CONTRACTOR further agrees , at its own expense, to defend any and all actions, suits or claims, with counsel acceptable to MST in its sole discretion, and pay all charges of attorneys and all other costs and other expenses of defenses as they are incurred. If any judgment is rendered, or settlement reached, against Indemnitees in any such action, CONTRACTOR must, at its own expense, satisfy and discharge the same. This indemnification will survive termination or expiration of the Agreement.

If CONTRACTOR is a Design Professional, CONTRACTOR’s indemnity and duty to defend shall be limited to the extent required by Civil Code Section 2782.8. In no event shall the cost to defend charged to CONTRACTOR exceed the CONTRACTOR’s proportionate percentage of fault.

11. NON-DISCRIMINATION ASSURANCE

11.1 MST shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of any DOT-assisted contract or in the administration of its DBE Program or the requirements of 49 CFR Part 26.

MST’s DBE Program, as required by 49 CFR Part 26 and as approved by DOT, is incorporated by reference in this agreement.

11.2 CONTRACTOR shall not discriminate on the basis of race, creed, color, national origin, gender, or sex in the performance of this Contract.

CONTRACTOR shall carry out applicable requirements of 49 CFR Part 26 in the award and administration of U.S. DOT-assisted contracts. Further, the Contractor agrees to comply with all provisions prohibiting discrimination on the basis of race, color, or national origin of Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. §§ 2000d et seq., and with U.S. DOT regulations, "Nondiscrimination in Federally-Assisted Programs of the Department of Transportation – Effectuation of Title VI of the Civil Rights Act," 49 C.F.R. Part 21.

CONTRACTOR shall obtain the same assurances from its joint venture partners, consultants, and subcontractors by including this assurance in all subcontracts entered into under this Contract. Failure by CONTRACTOR to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or such other remedy, as MST deems appropriate, which may include, but is not limited to:

1. Withholding monthly progress payments; and/or

2. Assessing sanctions, liquidated damages; and/or

3. Disqualifying the CONTRACTOR from future bidding as non-responsible.

12. INDEPENDENT CONTRACTOR

CONTRACTOR is and shall at all times remain as to MST a wholly independent contractor. The personnel performing the services under this Contract on behalf of CONTRACTOR shall at all times be under CONTRACTOR exclusive direction and control. Neither MST nor any of its officers, employees, or agents shall have control over the conduct of CONTRACTOR or any of CONTRACTOR’s officers, employees, or agents, except as set forth in this Contract. CONTRACTOR shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of MST. CONTRACTOR shall not incur or have the power to incur any debt, obligation, or liability whatever against MST, or bind MST in any manner.

13. RECORDS

13.1 Recordkeeping. CONTRACTOR shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by MST that relate to the performance of services under this Contract. CONTRACTOR shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. CONTRACTOR shall provide free access to the representatives of MST or its designees upon request to such books and records; shall give MST the right to examine and audit said books and records;

shall permit MST to make copies and transcripts there from as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Contract.

13.2 Ownership of Work. During the term of the Contract and upon completion of, or in the event of termination or suspension of this Contract, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Contract are become the sole property of MST and may be used, reused, or otherwise disposed of by MST without the permission of CONTRACTOR. With respect to computer files, CONTRACTOR shall make available to MST, at MST’s office and upon reasonable written request by MST, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files.

The CONTRACTOR represents and warrants that all materials prepared under this Agreement are original or developed from materials in the public domain (or both) and that all materials prepared under and services provided under this Agreement do not infringe or violate any copyright, trademark, patent, trade secret, or other intellectual-property or proprietary right of any third party.

14. DEFAULT

CONTRACTOR’s failure to comply with the provisions of this Contract shall constitute a default. In the event CONTRACTOR is in default for cause under the terms of this Contract, MST shall have no obligation or duty to continue compensating CONTRACTOR for any work performed after the date of default and can terminate this Contract immediately by written notice to CONTRACTOR. If such failure by CONTRACTOR to make progress in the performance of work hereunder arises out of causes beyond CONTRACTOR’s control, and without fault or negligence of CONTRACTOR, it shall not be considered a default.

If MST determines CONTRACTOR is in default in the performance of any of the terms or conditions of this Agreement, they shall cause to be served upon CONTRACTOR a written notice of the default. CONTRACTOR shall have ten (10) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event CONTRACTOR fails to cure its default within such period of time, MST shall have the right, notwithstanding any other provision of this Contract, to terminate this Contract without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Contract.

15. TERMINATION

MST has the right to terminate this Agreement or any task order at any time for cause or for convenience (including but not limited to for non-appropriation of funds) by giving written notice to the Contractor. Upon receipt of such notice, the Contractor must not commit itself to any further expenditure of time or resources. If the Agreement is terminated for any reason other than a breach or default by the Contractor, MST will pay the Contractor in accordance with the provisions of the applicable task order and this Agreement all sums actually due and owing from MST for all services performed and all expenses incurred up to the day written notice of termination is given, plus any costs reasonably and necessary incurred by the Contractor to effect such termination.

If the Agreement or any task order is terminated for breach or default, MST will provide Contractor a reasonable opportunity to cure any breach or default prior to termination. If the Agreement or any task order is terminated for breach or default, MST will pay the Contractor an amount to cover only those services actually performed and expenses incurred in full accordance with the terms and conditions of this Agreement and task order up to the effective date of termination.

Upon termination for any reason, Contractor must transfer title to MST (to the extent that title has not already been transferred) and deliver in the manner, at the times, and to the extent directed by MST the work in process, completed work, and all other material produced as a part of, or acquired in respect of the performance. All data, work in process, completed work, and other material produced as a part of, or acquired in respect of the performance, whether complete or incomplete, must be delivered promptly to MST in native format, or other such format as instructed by MST. Additionally, at MST's request, for up to ninety (90) calendar days after any expiration or termination of this Agreement, Contractor will provide reasonable transition assistance; and for any such services outside the scope of this Agreement, Contractor may charge its then-prevailing rates for such services, but no more than the rates it charges to other customers for similar or comparable services and no more than reasonable rates.

In the event of termination, MST will not in any manner be liable for the Contractor's actual or projected lost profits had the Contractor completed the services required by this Agreement or any task order.

16. GOVERNING LAW

This Contract shall be in accordance with the laws of the State of California. Parties agree that this Contract was entered into in the State of California and the state is the only appropriate forum for any litigation as a result of breach of contract. Venue shall be within County of Monterey, California.

17. DISPUTES

Unless otherwise directed by MST, CONTRACTOR shall continue performance under this Contract while matters in dispute are being resolved. CONTRACTOR and MST hereby agree to make good faith efforts to resolve disputes as quickly as possible.

Disputes arising in the performance of this contract, which are not resolved by agreement of the Parties, shall be decided in writing by the MST General Manager/CEO. This decision shall be final and conclusive unless within fourteen (14) calendar days from the date of receipt of its copy, CONTRACTOR mails or otherwise furnishes a written appeal to the MST General Manager/CEO.

18. PUBLIC WORKS REQUIREMENTS

CONTRACTOR must comply with all of the requirements set forth in Exhibit A, Public Contract Code and Labor Code Requirements.

19. MISCELLANEOUS PROVISIONS

19.1 Conflict of Interest. CONTRACTOR represents that it presently has no interest and agrees not to acquire any interest during the term of this Contract which would directly or indirectly conflict in any manner or to any degree with the full and complete performance of the professional services required to be rendered under this Contract.

19.2 Amendment. This Contract may be amended or modified only by an instrument in writing signed by MST and CONTRACTOR.

19.3 Waiver. Any waiver of any terms and conditions of this Contract must be in writing and signed by MST and CONTRACTOR. A waiver of any of the terms and conditions of this Contract shall not be construed as a waiver of any other terms or conditions in this Contract.

19.4 Contractor. The term “CONTRACTOR” as used in this Contract includes

CONTRACTOR’s officers, agents, and employees acting on CONTRACTOR’s behalf in the performance of this Contract.

19.5 Assignment and Subcontracting. CONTRACTOR shall not assign, sell, or otherwise transfer its interest or obligations in this Contract without the prior written consent of MST. None of the services covered by this Contract shall be subcontracted without the prior written approval of MST.

Notwithstanding any such subcontract, CONTRACTOR shall continue to be liable for the performance of all requirements of this Contract.

19.6 Successors and Assigns. This Contract and the rights, privileges, duties, and obligations of MST and CONTRACTOR under this Contract, to the extent assignable or delegable, shall be binding upon and inure to the benefit of the parties and their respective successors, permitted assigns, and heirs.

19.7 Headings. The headings are for convenience only and shall not be used to interpret the terms of this Contract.

19.8 Time is of the Essence. Time is of the essence in each and all of the provisions of this Contract. CONTRACTOR shall not be liable for delays that are caused by an occurrence beyond its reasonable sole control and without its fault or negligence, such as acts of God or the public enemy, acts of the Government, fires, flood, earthquake, pandemics, epidemics, quarantine restrictions, strikes and unusually severe weather.

19.9 Non-exclusive Contract. This Contract is non-exclusive and both MST and

CONTRACTOR expressly reserve the right to contract with other entities for the same or similar services.

19.10 Construction of Contract. MST and CONTRACTOR agree that each party has fully participated in the review and revision of this Contract and that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply in the interpretation of this Contract or any amendment to this Contract.

19.11 Counterparts and Electronic Signature. This Contract may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Contract. MST and CONTRACTOR also agree and consent that any electronic signature affixed thereon shall have the full force and effect as a wet or manual signature.

19.12 Integration. This Contract, including the exhibits any documents incorporated by reference, represent the entire Contract between MST and CONTRACTOR with respect to the subject matter of this Contract and shall supersede all prior negotiations, representations, or agreements, either written or oral, between MST and CONTRACTOR as of the effective date of this Contract, which is the date that MST signs the Contract.

19.13 Interpretation of Conflicting Provisions. In the event of any conflict or inconsistency between the provisions of this Contract and the Provisions of any exhibit or other attachment to this Contract, the provisions of this Contract shall prevail and control.

19.14 Severability. If any of the provisions contained in the Contract are held illegal, invalid, or unenforceable, the enforceability of the remaining provisions shall not be impaired thereby. Limitations of liability and indemnities shall survive termination of the Contract for any cause. If a part of this Contract is valid, all valid parts that are severable from the invalid part remain in effect. If a part of this Contract is invalid in one or more of its applications, the part remains in effect in all valid applications that are severable from the invalid applications.

19.15 Authority. Any individual executing this Contract on behalf of MST or

CONTRACTOR represents and warrants hereby that he or she has the requisite authority to enter into this Contract on behalf of such party and bind the party to the terms and conditions of this Contract.

20. AUTHENTICATION:

IN WITNESS WHEREOF, the parties hereto have hereunto set their hands and seals the day and year hereinbelow written.

Monterey-Salinas Transit District COMPANY NAME

By:____________________________ By:________________________

Carl G. Sedoryk NAME General Manager/CEO TITLE

Date: __________________________ Date:______________________

Exhibit A

Public Contract Code and Labor Code Requirements

(Public Works)

1. RETENTION ON PROGRESS PAYMENTS. From each invoice/billing statement, five percent (5%) may be deducted and held in retention by MST, the remainder less any deductions described above will be paid to CONTRACTOR as progress payments, in accordance with Public Contract Code Sections 7201 and 9203, and Section 4 of the Agreement.

Upon CONTRACTOR’s request, MST will make payment of funds withheld from progress payments, pursuant to the requirements of California Public Contract Code Section 22300, if CONTRACTOR deposits in escrow with MST or with a bank acceptable to MST, securities eligible for investment under California Government Code Section 16430, bank or savings and loan certificates of deposit, interest bearing demand deposit accounts, standby letters of credit, or any other security mutually agreed to by CONTRACTOR and MST, upon the following conditions:

1. CONTRACTOR shall bear the expenses of MST and the escrow agent in connection with the escrow deposit made.

2. Securities or certificates of deposit to be placed in escrow shall be of a value at least equivalent to the amounts of retention to be paid to CONTRACTOR pursuant to this section.

3. CONTRACTOR shall enter into an escrow agreement satisfactory to MST, which agreement shall be substantially similar to the form provided in California Public Contract Code Section 22300.

4. CONTRACTOR shall obtain the written consent of the surety to such agreement.

2. CLAIMS PROCEDURES. Compliance with all change order procedures is a prerequisite to filing a Public Contract Code Claim pursuant to this Section. Claims must be submitted no later than 30 days after the occurrence of the event giving rise to the claim.

In accordance with the procedures set forth in Public Contract Code Sections 9204 and 20104-20104.6, a CONTRACTOR may submit a claim by registered or certified mail with return receipt requested, for one or more of the following: (a) a time extension, including, without limitation, for relief from damages or penalties for delay assessed by MST; (b) payment by MST of money or damages arising from Services done by, or on behalf of, CONTRACTOR pursuant to this Agreement and payment for which is not otherwise expressly provided or to which CONTRACTOR is not otherwise entitled; or (c) payment of an amount that is disputed by MST.

CONTRACTOR must furnish reasonable documentation to support the claim, including but not limited to: (1) a clear, concise recital of the basis upon which the claim is asserted, including a designation of the provisions of the Agreement upon which the claim is based;

(2) a statement as to the amount of time and/or compensation sought pursuant to the claim; (3) whether CONTRACTOR’s claim arises from an ongoing occurrence, and if so a description of the specific Services activities affected by the claim; (4) a time impact analysis in the event that CONTRACTOR requests a time extension; (5) full and complete cost records supporting the amount of any claim for additional compensation; and (6) a notarized certification by CONTRACTOR as follows: “Under the penalty of law for perjury or falsification and with specific reference to the California False Claims Act, Government Code Section 12650 et seq., the undersigned hereby certifies that the information contained herein is a true, accurate and complete statement of all features relating to the claim asserted.” Failure by CONTRACTOR to provide sufficient documentation will result in denial of the claim. MST reserves the right to request additional documentation or clarification of the documentation provided.

Upon receipt of a claim, MST will conduct a reasonable review and provide a written statement to CONTRACTOR identifying what portion of the claim is disputed and what portion is undisputed within 45 days of receipt of the claim. MST and CONTRACTOR may, by mutual agreement, extend the 45 day time period. For any undisputed portion of a claim, MST must make payment within 60 days of its issuance of the written statement.

If CONTRACTOR disputes MST's written statement, or if MST fails to respond, CONTRACTOR may demand an informal conference to meet and confer for settlement of the issues in dispute. MST will then schedule the meet and confer conference within 30 days of the demand. Within 10 business days following the meet and confer conference, MST will provide a written statement identifying the portion of the claim that remains in dispute. Any payment due on an undisputed portion of the claim will be made within 60 days of the meet and confer conference.

After the meet and confer conference, any disputed portion of the claim will be submitted to non-binding mediation. Alternatively, upon receipt of a claim, the parties may mutually agree to waive, in writing, mediation and proceed directly to the commencement of a civil action or binding arbitration, as applicable. If mediation is unsuccessful, the parts of the claim that remain in dispute will be subject to applicable procedures set forth below.

MST's failure to respond to a claim within the time periods described above will result in the claim being deemed rejected in its entirety. Additionally, amounts not paid in a timely manner will bear interest at 7 percent (7%) per year.

In the event that the mediation is unsuccessful, CONTRACTOR must file a government claim pursuant to Government Code Sections 910 et seq. in order to initiate a civil action.

In any civil action filed to resolve claims, the court will submit the matter to non-binding mediation within 60 days following the filing or responsive pleading, provided that the parties have not already participated in mediation of the claim as outlined above. If the matter remains in dispute after nonbinding mediation, the court will submit the matter to judicial arbitration pursuant to Code of Civil Procedure Section 1141.10 et seq. If the matter remains in dispute after judicial arbitration, MST or CONTRACTOR may request a trial de novo.

3. UTILITY RELOCATION. Pursuant to California Government Code Section 4215, if during the course of the Agreement, CONTRACTOR encounters utility installations which are not shown or indicated in the Agreement plans or in the specifications or which are found in a location substantially different from that shown, and such utilities are not reasonably apparent from visual examination of the worksite, then it must promptly notify MST in writing. Where necessary for the performance of the Agreement, MST will amend the Agreement to adjust the scope of work and the compensation to allow CONTRACTOR to make such adjustment, rearrangement, repair, removal, alteration, or special handling of such utility, including repair of the damaged utility. At any time, if CONTRACTOR fails to give the notice specified above and thereafter acts without instructions from MST, then it will be liable for any or all damage to such utilities or other Services of the Agreement which arises from its operations subsequent to the discovery, and it will repair and make good such damage at its own cost.

4. USE OF SUBCONTRACTORS. CONTRACTOR will not subcontract any Services to be performed by it under this Agreement without the prior written approval of MST.

CONTRACTOR will be solely responsible for reimbursing any subcontractors and MST will have no obligation to them. Attention is directed to the requirements of Sections 4100 to 4113, inclusive, of the California Public Contract Code which are applicable to this Agreement. CONTRACTOR must list the name, business address, California contractor license number and public works contractor registration number issued in accordance with Labor Code Section 1725.5 of each subcontractor to whom CONTRACTOR proposes to subcontract a portion of the Services in an amount in excess of one-half of one percent (.5%) of the Grand Total Amount, along with a description of the portion of the Services which will be done by each subcontractor, by executing the “List of Subcontractors” form.

5. CONTRACTOR’S LICENSE REQUIREMENTS. CONTRACTOR and any approved subcontractors must hold such current and valid Contractor’s Licenses as required by California Law.

6. NON-COLLUSION DECLARATION. Pursuant to Public Contract Code section 7106, CONTRACTOR must execute a Non-Collusion Declaration, in a form provided by MST.

7. EXCAVATION. In accordance with state law (Public Contract Code Section 7104), with respect to any Services involving digging trenches or excavations that extend deeper than four feet, CONTRACTOR must notify MST promptly in writing of any of the following conditions: (a) material that CONTRACTOR believes may be hazardous waste, as defined in California Health and Safety Code Section 25117, that is required to be removed to a Class I, Class II or Class III disposal site in accordance with provisions of existing law; (b) subsurface or latent physical conditions at the site differing from those indicated; (c) unknown physical conditions at the site of any unusual nature, differing materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Agreement. CONTRACTOR must notify MST of such conditions prior to disturbing them and must await direction from MST as to how to proceed.

8. TRENCH SAFETY. Excavation for any trench 5 feet or more in depth will not begin until CONTRACTOR has received approval from MST, of CONTRACTOR’s detailed plan for worker protection from the hazards of caving ground during the excavation of such trench.

Such plan must be submitted at least 5 days before CONTRACTOR intends to begin excavation for the trench and must show the details of the design of shoring, bracing, sloping or other provisions to be made for worker protection during such excavation. No such plan will allow the use of shoring, sloping or a protective system less effective than that required by the Construction Safety Orders of the Division of Industrial Safety; and if such plan varies from the shoring system standards established by the Construction Safety Orders, the plan must be prepared and signed by an engineer who is registered as a Civil or Structural Engineer in the State of California. Attention is directed to the provisions of Section 6705 of the Labor Code concerning trench excavation safety plans.

9. PAYMENT BOND. For all Agreements over $25,000, the successful CONTRACTOR must provide a payment bond in the amount equal to one hundred percent (100%) of the Grand Total Price of the Agreement and issued by a California admitted surety. The payment bond will provide MST with security for CONTRACTOR’s full payment to all subcontractors for costs of materials, equipment, supplies, and labor furnished in the course of the performance of the Agreement. Full compensation for furnishing the payment bond is included in the Grand Total Price.

10. ANTITRUST CLAIM ASSIGNMENT. In entering into an Agreement or a subcontract to supply goods, services, or materials pursuant to this Agreement, CONTRACTOR or subcontractor offers and agrees to assign to MST all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to this Agreement or a subcontract. This assignment will be made and become effective at the time the awarding body tenders final payment to CONTRACTOR, without further acknowledgment by the parties.

11. THIRD-PARTY CLAIMS. Pursuant to Public Contract Code Section 9201, MST will have full authority to compromise or otherwise settle any claim relating to the Agreement at any time. MST will provide for timely notification to CONTRACTOR of the receipt of any third-party claim, relating to the Agreement. Notice will be in writing and will be provided within thirty (30) days. MST will be entitled to recover its reasonable costs incurred in providing the notification.

12. EXAMINATION AND AUDIT OF RECORDS. Pursuant to Government Code Section 8546.7, CONTRACTOR must retain all project-related records for a period of 3 years after final payment on this Agreement, which will be subject to audit or inspection by MST or the State Auditor during this period. Separate and apart from the obligations under Section 8546.7, MST will have the right to audit project records at MST discretion under the following circumstances: (a) submission of a Public Records Act request regarding the project; (b) inability to resolve a disputed Agreement change order; or (c) submission of a construction claim.

13. NOTICE OF TAXABLE POSSESSORY INTEREST. In accordance with Revenue and Taxation Code Section 107.6, this Agreement may create a possessory interest subject to personal property taxation for which CONTRACTOR will be responsible.

14. LABOR COMPLIANCE REQUIREMENTS. In the performance of this Agreement, CONTRACTOR’s attention is directed to the following requirements of the Labor Code.

A. Hours of Labor. Eight hours labor constitutes a legal day’s work. CONTRACTOR shall forfeit, as penalty to MST, $25 for each worker employed in the performance of the Contract by CONTRACTOR or by any subcontractor under it for each calendar day during which such worker is required or permitted to work more than eight hours in any one day and 40 hours in any one calendar week in violation of the provisions of the California Labor Code and in particular, Sections 1810 to 1815, inclusive.

Services performed by employees of CONTRACTOR in excess of eight hours per day and 40 hours during any one week shall be permitted upon compensation for all hours worked in excess of eight hours per day at not less than one-and-one-half times the basic rate of pay, as provided in Section 1815.

B. Prevailing Wages. CONTRACTOR shall comply with California Labor Code Sections 1770 to 1780, inclusive. In accordance with Section 1775, CONTRACTOR shall forfeit as a penalty to MST an amount as determined by the Labor Commissioner not to exceed $200 for each calendar day or portion thereof for each worker paid less than stipulated prevailing wage rates for such work or craft in which such worker is employed for any work done under the contract by him or by any subcontractor under it in violation of the revisions of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of CONTRACTOR or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of CONTRACTOR or subcontractor in meeting their respective prevailing wage obligations, or the willful failure by CONTRACTOR or subcontractor to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if CONTRACTOR or subcontractor had knowledge of the obligations under the Labor Code. In addition to said penalty and pursuant to Section 1775, the difference between such stipulated prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the stipulated prevailing wage rate shall be paid to each worker by CONTRACTOR or subcontractor.

Pursuant to the provisions of Section 1773 of the Labor Code, MST has obtained the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work applicable to the work to be done from the Director of the Department of Industrial Relations. Copies of the prevailing wage rates are on file at MST and are available for review upon request. Pursuant to §1773.2 of the Labor Code, CONTRACTOR shall post general prevailing wage rates at a prominent place at the site of the work.

If a worker employed by a subcontractor on a Public Works Project is not paid the general prevailing per diem wages by the subcontractor, CONTRACTOR of the Project is not liable for the penalties described above unless CONTRACTOR had knowledge of that failure of the subcontractor to pay the specified prevailing rate of wages to those workers or unless CONTRACTOR fails to comply with all of the following requirements:

1) The Contract executed between CONTRACTOR and the subcontractor for the performance of work on Public Works Project shall include a copy of the requirements in Sections 1771, 1775, 1776, 1777.5, 1813 and 1815 of the Labor Code.

2) CONTRACTOR shall monitor the payment of the specified general prevailing rate of per diem wages by the subcontractor to the employees by periodic review of the certified payroll records of the subcontractor.

3) Upon becoming aware of the subcontractor’s failure to pay the specified prevailing rate of wages to the subcontractor’s workers, CONTRACTOR shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for work performed on the Public Works Project.

4) Prior to making final payment to the subcontractor for work performed on the Public Works Project, CONTRACTOR shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages to the subcontractor’s employees on the Public Works Project and any amounts due pursuant to Section 1813 of the Labor Code.

Pursuant to Section 1775 of the Labor Code, the Division of Labor Standards Enforcement shall notify CONTRACTOR on a Public Works Project within fifteen (15) days of the receipt by the Division of Labor Standards Enforcement of a complaint of the failure of a subcontractor on that Public Works Project to pay workers the general prevailing rate of per diem wages. If the Division of Labor Standards Enforcement determines that employees of a subcontractor were not paid the general prevailing rate of per diem wages and if MST did not retain sufficient money under the Contract to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, CONTRACTOR shall withhold an amount of money due the subcontractor sufficient to pay those employees the general prevailing rate of per diem wages if requested by the Division of Labor Standards Enforcement. CONTRACTOR shall pay any money retained from and owed to a subcontractor upon receipt of notification by the Division of Labor Standards Enforcement that the wage complaint has been resolved. If notice of the resolution of the wage complaint has not been received by CONTRACTOR within one hundred eighty (180) days of the filing of a valid notice of completion or acceptance of the Public Works Project, whichever occurs later, CONTRACTOR shall pay all monies retained from the subcontractor to MST. These monies shall be retained by MST pending the final decision of an enforcement action.

C. Payroll Records. CONTRACTOR and each subcontractor shall submit electronic certified payroll records to the California Labor Commissioner in the manner and format set forth in California Labor Code section 1771.4. In addition to submitting certified payroll to the California Labor commissioner, CONTRACTOR shall submit certified payroll to MST once per week.

CONTRACTOR shall be responsible for managing and certifying all lower tier subcontractors certified payroll submittals.

Upon request by MST CONTRACTOR shall be required to submit paper copies of certified payrolls and other required labor compliance documents.

CONTRACTOR's attention is directed to the following provisions of Labor Code Section 1776. CONTRACTOR shall be responsible for the compliance with these provisions by its subcontractors.

1) Each contractor and subcontractor shall keep an accurate payroll record, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work.

2) The payroll records enumerated under subdivision (a) shall be certified and shall be available for inspection at all reasonable hours at the principal office of CONTRACTOR on the following basis:

i. A certified copy of an employee's payroll record shall be made available for inspection or furnished to such employee or his or her authorized representative on request.

ii. A certified copy of all payroll records enumerated in subdivision (a) shall be made available for inspection or furnished upon request to MST, the Division of Labor Standards Enforcement and the Division of Apprenticeship Standards of the Department of Industrial Relations.

iii. A certified copy of all payroll records enumerated in subdivision (a) shall be made available upon request to the public for inspection or copies thereof made; provided, however, that a request by the public shall be made through either MST, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement. If the requested payroll records have not been provided pursuant to paragraph (2), the requesting party shall, prior to being provided the records, reimburse the costs of preparation by CONTRACTOR, subcontractor and the entity through which the request was made. The public shall not be given access to such records at the principal office of CONTRACTOR.

3) Unless required to be furnished directly to the Labor Commissioner in accordance with Labor Code Section 1771.4(3)(b), the certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement or shall contain the same information as the forms provided by the Division.

4) CONTRACTOR shall file a certified copy of the records enumerated in subdivision (a) with the entity that requested such records within ten (10) days after receipt of a written request.

5) Any copy of records made available for inspection as copies and furnished upon request to the public or MST, the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement shall be marked or obliterated in such a manner as to prevent disclosure of an individual's name, address and social security number. The name and address of CONTRACTOR shall not be marked or obliterated.

6) CONTRACTOR shall inform MST of the location of records…