R2324-12_Restrooms_Doors_Attachment_2-B_Agreement.pdf

SUPERIOR COURT OF CALIFORNIA, COUNTY OF IMPERIAL

CONSTRUCTION SERVICES CONTRACT

THIS CONSTRUCTION SERVICES CONTRACT (“Agreement”) is made and entered into this ______________ day of ____________, 20__, (“Effective Date”) by and between the Superior Court of California, County of Imperial (“Court” or “JBE”) and ______________________________________ (“Contractor”) (each individually a “Party” and collectively the “Parties”).

WITNESSETH: The parties do hereby agree and contract as follows:

1. Contractor shall furnish to JBE the following work: Restroom Doors, Hardware & Partition Project as further indicated in the Scope of Work attached hereto and incorporated herein as Exhibit A (“Project” or “Work”).

The Work will be performed at 939 W. Main Street, El Centro, CA 92243 (“Site”) during the hours of [identify any limitations on work hours or state regular business hours].

2. Contractor shall perform the Work for a total price not to exceed $[amount] as further described in the Payment Provisions attached hereto and incorporated herein as Exhibit B (“Contract Price”).

If the Contract Price is subject to payment by the JBE’s disbursement of Progress Payments pursuant to the Terms and Conditions, five percent (5%) of each Progress Payment will be withheld by the JBE as Retention. Retention will be disbursed by the JBE as part of the Final Payment.

3. Work shall be completed by _________, 20___ [identify completion date]. [OR] Work shall be completed within [identify days to complete] consecutive calendar days from the date specified in the District’s Notice to Proceed (“Completion Date”). The JBE will provide a written notice to proceed (“Notice to Proceed”) to Contractor with respect to the authorized Project at which time Contractor will proceed with the Project.

Liquidated damages for the Contractor’s failure to complete the Contract by the Completion Date are established in the amount of [identify amount] per calendar day and as further set forth in the Terms and Conditions attached hereto.

4. The term of this Contract shall be from [identify effective date] to the date one (1) year after the date of actual completion of the work (regardless of whether such date is before or after the Completion Date), unless mutually extended or earlier terminated as provided herein.

5. Contractor shall direct all questions regarding this Contract and the Work through Sergio Valadez, Director of Facilities by [identify preferred method of contact]. Contractor must notify JBE at least [identify notification requirement timing] in advance of starting the work and when inspections are required.

6. Contractor hereby acknowledges that it currently holds valid and active Type Class B or C15 Contractor’s license(s) issued by the State of California, Contractor’s State Licensing Board.

7. Contractor agrees to comply with the Terms and Conditions attached hereto and incorporated herein as Exhibit C (“Terms and Conditions”).

8. Contractor shall have and maintain in force during the term of this Contract, with the minimum indicated limits, the following insurance:

• Workers’ Compensation Insurance is required only if Contractor has employees. The policy must include workers’ compensation to meet minimum requirements of the California Labor Code, and it must provide coverage for employer’s liability bodily injury at minimum limits of $1,000,000 per accident or disease.

• Comprehensive Commercial General Liability Insurance with limits not less than $1,000,000 per occurrence.

• Comprehensive Automobile Liability Insurance with limits not less than $1,000,000 per occurrence for all owned, non-owned and hired vehicles.

Umbrella Policies. Contractor may satisfy basic coverage limits through any combination of basic coverage and umbrella insurance.

Contractor shall provide the JBE with certificates of insurance and comply with the Insurance Requirements of the Terms and Conditions.

9. Any notice required by the Contract shall be in writing, identify the Contract, dated, and signed by the Party giving notice or by a duly authorized representative of that Party. Any Notice required by or with regarding to this Contract shall be delivered as follows:

CONTRACTOR

Name Address

With a copy to: email address

JBE

Maria Rhinehart, CEO Imperial Superior Court 939 W. Main St., El Centro, CA 92243

With a copy to: erdgz@imperial.courts.ca.gov

10. The complete Contract consists of all Contract Documents as listed here. All obligations of the JBE and

Contractor are fully set forth and described in the Contract Documents. The Contract Documents are intended to operate mutually so that Work called for in one and not mentioned in the other or vice versa is to be performed the same as if mentioned in all Contract Documents.

This Cover Sheet & Its Master Contract for Construction Services Exhibit A: Scope of Work Exhibit B: Payment Provisions Exhibit C: Terms and Conditions Exhibit D: Tool Policy Exhibit E: Background Check Policy Exhibit F: Workers’ Compensation Certification Exhibit G: Prevailing Wage and Related Labor Requirements Certification Exhibit H: California Air Resources Board Certification Disabled Veteran’s Business Enterprise Participation Certification, if applicable mailto:erdgz@imperial.courts.ca.gov

Payment Bond Performance Bond Contractor’s Insurance Documents

11. The individuals executing this Contract on behalf of each respective Party, certify that they have proper authorization to do so and to bind their respective Party.

12. Alteration or variation of the terms of this Contract shall not be valid unless made in writing and signed by the Parties, and an oral understanding or Contract that is not incorporated shall not be binding on any of the Parties.

13. If any term, covenant, condition, or provision of the Contract Documents is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions in the Contract Documents shall remain in full force and effect and shall in no way be affected, impaired, or invalidated thereby.

14. IN WITNESS WHEREOF, the parties hereunto have subscribed to this Contract, including all Contract documents incorporated by reference herein, as indicated below:

CONTRACTOR:

By:________________________________________ Name:_____________________________________ Title:_______________________________________ Address:____________________________________ Phone:_____________________________________ License No.: _______________________________ DIR Registration No.: ________________________

Superior Court of California, County of Imperial:

By:________________________________________ Name:__Maria Rhinehart______________________ Title:___Court Executive Officer________________

Exhibit A

SCOPE OF WORK

(This space reserved for the Scope of Work)

Exhibit B

PAYMENT PROVISIONS

(This space reserved for the Payment Provisions)

Superior Court of California, County of Imperial Construction Services Agreement General Terms and Conditions 1

EXHIBIT C

GENERAL TERMS AND CONDITIONS

1. PROPOSAL ACCEPTANCE. Proposals are subject to acceptance by the signing of a contract and issuance of a Notice to Proceed unless otherwise stipulated. JBE reserves the right to accept or reject any and all proposals and to waive any informality or irregularity in any proposal.

2. SITE EXAMINATION. By accepting this Contract, Contractor warrants that it is familiar with the Work Site, is satisfied as to the condition of the Site, its accessibility for materials, workers, and utilities, and Contractor’s ability to protect existing surface and subsurface improvements. No claim for time or money will be allowed as to such matters.

3. EQUIPMENT AND LABOR. Contractor shall furnish all tools, equipment, apparatus, facilities, transportation, labor, and material necessary to furnish the service herein described. The service shall be performed at such times and places as directed by and subject to the approval of the authorized JBE representative identified in the Contract.

3.1. Purchase and Storage of Materials. At no additional cost to or advance payment from JBE, Contractor is required to order and obtain all necessary materials and equipment sufficiently in advance of Contractor’s performance of the Work requiring said materials and equipment to ensure the Project’s timely completion without delay.

3.2. On-Site Storage. Contractor may store materials or equipment on-Site provided that the materials or equipment shall not interfere with the transaction of Court business including, but not limited to, the public’s access to and use of the Project Site. It shall be Contractor’s sole responsibility to protect and secure any materials or equipment stored on-Site.

4. SCHEDULE OF VALUES. If required, Contractor shall submit to the JBE a schedule of values allocated to portions of the Work (“Schedule of Values”), the accuracy of which shall be substantiated to the reasonable satisfaction of the JBE. The Schedule of Values shall be subject to the review, modification (as deemed necessary by the JBE), approval, and written acceptance of JBE. The Schedule of Values shall be used as a basis for progress payments to be made to the Contractor. The JBE shall not make payments to Contractor in advance and the Schedule of Values shall accordingly be based exclusively on payments in arrears. Contractor shall submit in writing a request to utilize contingency funding, if applicable, which is subject to the JBE’s approval. The total of all payments in the Schedule of Values must at all times be equal to the Contract Price.

5. SUBCONTRACTORS. Although the JBE is not bound by the Public Contract Code for trial court construction, the parties acknowledge and agree that the provisions of the Subletting and Subcontracting Fair Practices Act, Public Contract Code section 4100 et seq. (“Subcontractor Listing Law”) are hereby incorporated into this Contract. The JBE will fully enforce the provisions of the Subcontractor Listing Law with respect to all subcontractors on each Project.

Contractor shall adhere to the rules governing subcontracting and subcontractor substitutions in accordance with provisions of the Subcontractor Listing Law. Violations of the Subcontractor Listing Law by Contractor may subject the Contractor to penalties and disciplinary action as provided for in the Subcontractor Listing Law. Subcontractors, if any, engaged by the Contractor for the service shall be subject to the approval of the JBE. Contractor shall be held responsible for all operations of subcontractors and shall require them to maintain adequate Workers’ Compensation, general, and automobile insurance and be in compliance with all applicable laws.

General Terms and Conditions 2

6. DIR REGISTRATION.

6.1. Strict compliance with DIR Registration requirements pursuant to Labor Code § 1725.5 is a material obligation of the Contractor under the Contract. The foregoing includes without limitation, compliance with DIR Registration requirements at all times during performance of the Work by the Contractor and all subcontractors of any tier. The failure of the Contractor and all subcontractors of every tier to be DIR Registered at all times during performance of the Work is the Contractor’s default of a material obligation of the Contractor under the Contract. In accordance with Labor Code § 1771.1(j)(1), where a contractor or subcontractor engages in the performance of any public work contract without having been registered in violation of the requirements of § 1725.5, the Labor Commissioner shall issue and serve a stop order prohibiting the use of the unregistered contractor or the unregistered subcontractor on all public works until the unregistered contractor or unregistered subcontractor is registered. Failure of a Contractor or subcontractor, owner, director, officer, or managing agent of the Contractor or subcontractor to observe a stop order issued and served upon him or her pursuant to subdivision (j) is guilty of a misdemeanor punishable by imprisonment in county jail not exceeding 60 days or by a fine not exceeding $10,000, or both. No time extensions or adjustments in Contract price will be made as a result of delays caused by a Stop Order issued in accordance with this section.

6.2. “Small Projects” (Contract Price of $25,000 or less), are exempt from DIR Registration and submission of electronic Certified Payroll Records directly to the DIR. Contractor or subcontractor is not required to furnish the CPR records specified in Labor Code § 1776 directly to the Labor Commissioner but shall retain the records specified in Section 1776 for at least three (3) years after completion of the work.

7. DAILY REPORTS. If the Contract Work expressly requires daily reports, Contractor shall prepare a daily construction report recording a description of the work completed for each day, summary of all other pertinent events and/or occurrences for each day, weather conditions, list of all subcontractor(s) working each day, all labor – include employee(s) name, classification, and hours worked, equipment – include equipment description, make and model, and work completed, materials, supplies, and equipment delivered each day, and inspections and tests performed each day.

If no Work is performed on a particular Day, the Contractor shall instead provide to the JBE a certification to that effect within seven (7) days of request indicating on which days no Work was performed. All Daily Reports must be included with Invoice(s) when submitted for payment.

7.1. Preservation of Records. JBE shall have the right to examine and audit all Daily Job Reports and other Project records of Contractor’s project manager(s), project superintendent(s), and/or project foreperson(s); all Certified Payroll Records and/or related documents including, without limitation, payroll, payment, timekeeping and tracking documents; all books, estimates, records, contracts, documents, bid/proposal documents, bid/proposal cost data, subcontract job cost reports, and other data of the Contractor, any subcontractor, and/or supplier, including computations and projections related to bidding/proposing, negotiating, pricing, or performing the Work, in order to evaluate the accuracy, completeness, and currency of the cost, manpower, coordination, supervision, or pricing data at no additional cost to the JBE. These documents may be duplicative and/or be in addition to any bid/proposal documents held in escrow by the JBE. Contractor shall make available at its office at all reasonable times the materials described in this paragraph for the examination, audit, or reproduction until no less than three (3) years following the expiration or earlier termination of this Contract or as may otherwise be required by the JBE or Applicable Law, whichever is later. Notwithstanding the provisions above, Contractor shall provide any records requested by any governmental agency, if available, after the time set forth above.

8. HOURS OF WORK.

General Terms and Conditions 3

8.1. Notwithstanding the timing and duration of the Work under any Contract, which is subject to court activities and other coordination required for occupied facilities, as provided in Labor Code section 1810 et seq., eight (8) hours of labor shall constitute a legal day’s work. The time of service of any worker employed at any time by Contractor or by any subcontractor on any subcontract under this Contract upon the Work or upon any part of the Work contemplated by this Contract shall be limited and restricted by Contractor to eight (8) hours per day, and forty (40) hours during any one (1) week, except as hereinafter provided. Notwithstanding the foregoing provisions, Work performed by employees of Contractor in excess of eight (8) hours per day and forty (40) hours during any one (1) week, shall be permitted upon this public work upon compensation for all hours worked in excess of eight (8) hours per day at not less than one and one-half (1.5) times the basic rate of pay.

8.2. Contractor shall keep and shall cause each subcontractor to keep an accurate record showing the name of and actual hours worked each calendar day and each calendar week by each worker employed by Contractor in connection with the Work or any part of the Work contemplated by this Contract. The record shall be kept open at all reasonable hours to the inspection of the JBE and to the Division of Labor Standards Enforcement of DIR.

8.3. Pursuant to Labor Code section 1813, Contractor shall as a penalty to the JBE, forfeit the statutory amount for each worker employed in the execution of this Contract by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight (8) hours in any one calendar day and forty (40) hours in any one calendar week in violation of the provisions of Labor Code section 1810 et seq. or other Applicable Law.

8.4. Any Work necessary to be performed after regular working hours, or on Sundays or other holidays, shall be performed without additional expense to the JBE.

8.5. Work will typically take place in an occupied court facility; therefore, work hours may be restricted depending upon the nature of the Project. If the Contract does not include a restriction on hours of work, then the work must take place during business hours.

9. OWNERSHIP. Any interest of Contractor or any of its subcontractors in any Data, Materials, and/or Deliverables in any form, or other documents and/or recordings, prepared by Contractor or its subcontractors in its performance of Work under this Contract shall become and be the property of the JBE. Upon the JBE’s written request, or hereby effective automatically upon the expiration or earlier termination of this Contract, Contractor shall assign and/or shall act to ensure that its subcontractors assign any such interest to the JBE and provide the JBE with copies of all such Data, Materials, and/or Deliverables within thirty (30) Days.

9.1. Contractor agrees and shall ensure that its subcontractors agree not to assert any rights at common law or in equity or establish any claim to statutory copyright in any Data, Materials, and/or Deliverables prepared by Contractor or its subcontractors in its performance of Work under this Contract. Contractor shall not publish or reproduce, and shall ensure that its subcontractors shall not publish or reproduce, such Data, Materials, and/or Deliverables, in whole or part, in any manner or form, or authorize others to do so, without the express written consent of the JBE, in the JBE’s sole discretion.

10. CONTRACTOR SUPERVISION. Contractor shall provide competent supervision of personnel employed on the job, use of equipment, and quality of workmanship.

11. WORKERS. Contractor shall at all times enforce strict discipline and good order among its workers and shall not employ on the work any unfit or unskilled person. Proper attire, including shirts and safety clothing, is required at all

General Terms and Conditions 4 times. Any worker whom the JBE may deem incompetent or unfit shall be dismissed from the work and shall not again be employed on the Project without the JBE’s written consent.

12. SUBSTITUTIONS. No substitutions of materials specified shall be made without the prior approval of the JBE.

13. SAFETY AND SECURITY. Contractor is solely responsible for knowing and following federal, state, local, and JBE rules and regulations pertaining to safety, security, and driving on the property. Contractor is responsible for securing the Site and its materials, for the protection of its workers and the public, and for posting signs warning against hazards created by the work. In an emergency affecting life and safety of life or of work or of adjoining property, Contractor, without special instruction or authorization from JBE, is hereby permitted to act at its discretion to prevent such threatened loss or injury.

14. NOISE/DUST. This is a facility used by the JBE, and if excess noise, dust, or any other disruption of court facilities occurs, Contractor may be required to reschedule the work. No radios or amplified music are allowed at any time.

15. CLEAN UP. Contractor shall keep the Site free of debris at all times when work is not actually being performed, remove it from the premises, and properly dispose of it. At completion, the Site shall be left in broom clean condition.

Use of JBE trash bins is strictly prohibited.

16. ASBESTOS HAZARD EMERGENCY RESPONSE ACT (AHERA); PROHIBITED HAZARDOUS

SUBSTANCE OR MATERIALS. All Contract work must meet all regulations set forth in the AHERA rule, which requires JBE approval of any work that could disturb the integrity of any Asbestos Containing Building Material (A.C.B.M.). Contractor must notify JBE representative of any sawing, grinding, cutting, or drilling of any A.C.B.M.

in occupied areas of JBE buildings.

16.1. Contractor is prohibited from, and will prohibit its subcontractors of every tier from, bringing onto the Project Site or using in the performance of the Work any toxic material including, but not limited to, asbestos, asbestos containing material or product, polychlorinated bi-phenyls (PCB), lead contaminated material, or any substances that are regulated by any governmental entity (“Hazardous Materials”).

16.2. Should the Contractor be required to utilize Hazardous Materials in the performance of the Work, Contractor shall notify the JBE of its need to do so, and the Contractor shall comply with all applicable laws and lawful orders of public authorities regarding the storage and/or use of explosives or other Hazardous Materials necessary for execution of Work.

16.3. If the Contractor encounters what would reasonably be believed to be Hazardous Materials, Contractor will immediately inform the JBE and will stop performance of any Work in the affected area and follow all protocols required by the JBE until the possible Hazardous Materials have been properly identified and, if required, removed or rendered harmless.

17. TRENCH SHORING AND UTILITIES.

17.1. If the Work is in excess of $25,000 and includes the excavation of any trench deeper than five (5) feet, pursuant to Labor Code section 6705, Contractor must submit and obtain JBE acceptance, in advance of excavation, of a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If the plan varies from the shoring system standards, the plan shall be prepared by a registered civil or structural engineer.

General Terms and Conditions 5

17.2. The JBE assumes the responsibility for removal, relocation, or protection of existing main or trunk-line utility facilities located on the Project Site at the time of commencement of the Work with respect to any such utility facilities that are not identified in the Project’s plans and specifications. Contractor shall not be assessed for liquidated damages for delay in completion of the Work caused by failure of the JBE or the owner of a utility to provide for the removal or relocation of such utility facilities.

17.3. Locations of existing utilities provided by the JBE shall not be considered exact, but approximate within reasonable margin, and shall not relieve Contractor of responsibilities to exercise reasonable care or of costs of repair due to Contractor’s failure to do so. The JBE shall compensate Contractor in accordance herewith for the costs of locating, repairing damage not due to the failure of Contractor to exercise reasonable care, and removing or relocating such utility facilities not indicated in the Work’s plans and specifications with reasonable accuracy, and for equipment necessarily idle during such work.

17.4. No provision in this section shall be construed to preclude assessment against Contractor for any other delays in completion of the Work. Nothing herein shall be deemed to require the JBE to indicate the presence of existing service laterals, appurtenances, or other utility lines, with the exception of main or trunk utility lines, whenever the presence of these utilities on the Project Site can be inferred from the presence of other visible facilities, such as buildings, meter junction boxes, on or adjacent to the Project Site.

17.5. If Contractor, while performing the Work, discovers utility facilities not identified by the JBE in the Project’s plans and specifications, Contractor shall immediately, but in no case longer than two (2) business days, notify the JBE and the utility in writing. The cost of repair for damage to above-mentioned visible facilities without prior written notification to the JBE shall be borne by the Contractor.

18. CORRECTION OF ERRORS. Contractor shall perform, at its own cost and expense and without reimbursement from the JBE, all Work necessary to correct errors or omissions that result from, or relate to, Contractor’s negligence, misconduct, mistakes, non-conformance with requirements, or failure to comply with the standard of care required for the Work for the Project.

19. CONTRACT CHANGES. No changes or alterations to this Contract shall be made without specific prior written approval by the JBE (“Change Order”).

19.1. Change Orders.

19.1.1. Any change in the scope of a Project’s Work, method of performance, type of materials, or any other matter materially affecting the performance or nature of the Project shall not be paid for or accepted unless such change, addition, or deletion to the Contract is approved in advance and in writing by a valid Change Order executed by the JBE.

19.1.2. Contractor specifically understands, acknowledges, and agrees that the JBE shall have the right to request any alterations, deviations, reductions, or additions to an authorized Contract the JBE deems appropriate, and the cost thereof shall be added to or deducted from the amount of the Project Price by fair and reasonable valuations via a Change Order. Contractor shall provide the JBE with all information requested to substantiate any cost of the Change Order and to inform the JBE whether the Work will be done by the Contractor or a subcontractor.

General Terms and Conditions 6

19.1.3. In addition to any other information required or requested, prior to approval of the Change Order, Contractor shall submit any request, if at all, for an extension to the Project Time because of the Change Order as well as all information necessary to substantiate Contractor’s belief that the Change Order will delay the completion of the Project. If Contractor fails to timely and properly submit a request for a time extension along with all necessary supporting information therefor, Contractor shall be deemed to have waived its right to request or receive any such extension to the Project Time due to the Change Order.

19.2. Allowable Costs for Change Orders. All proposed cost requests by Contractor for a Change Order shall include a complete itemized breakdown with the following detail, which are the only costs that will be allowed for these items.

19.2.1. Direct Labor Costs. Compensation for Contractor’s and/or subcontractors’ labor shall include only the necessary payroll cost for labor, including first level supervision, directly engaged in the performance of the Work of the Change Order (“Direct Labor Costs”).

19.2.1.1. Direct Labor Costs shall not exceed the current prevailing wages in the locality for performance of the Work required by the changes; and the labor burden or labor charges, which shall only include documented FICA, Medicare, unemployment, and Workers’ Compensation charges and no other charges.

19.2.1.2. Use of a classification which would increase labor costs will not be permitted. Exceptions will be permitted only when the Contractor establishes, to the satisfaction of the JBE, the necessity for payment at higher rates or classifications.

19.2.1.3. Direct Materials Costs. Compensation for materials and equipment shall include only the costs necessary for materials and equipment directly required for performance of the Work required by the changes (“Direct Materials Costs”).

19.2.1.4. Direct Equipment Costs. Compensation for construction equipment shall include only the costs necessary for use of construction equipment directly required for performance of the Work required by the changes (“Direct Equipment Costs”; collectively with Direct Materials Costs, “Direct Materials & Equipment Costs”).

19.2.1.5. Contractor Mark-Up for Contractor-Performed Work. Mark-up for all Contractor-performed Work required by the changes, which shall include all overhead and profit, shall not exceed ten percent (10%) of Contractor’s Direct Labor Costs and Direct Materials & Equipment Costs.

19.2.1.6. Contractor Mark-Up for subcontractor-Performed Work. Mark-up for all subcontractor-performed Work required by the changes, which shall include all overhead and profit, shall not exceed ten percent (10%) of the subcontractor’s Direct Labor Costs and the subcontractor’s Direct Materials & Equipment Costs.

19.2.1.7. Limitation on subcontractors Mark-Up: The aggregate mark-ups of all tiers of subcontractors for the Work required by the changes shall not exceed fifteen (15%) of the total of all subcontractors’ Direct Labor Costs and all subcontractors’ Direct Materials & Equipment Costs.

19.2.1.8. Deleted Work. When the JBE is entitled to a credit for Work that is deleted from or not performed on the Project, the credit shall include all amounts related to the Direct Labor Costs, subcontractor

General Terms and Conditions 7 insurance and bond costs (or Contractor-provided default insurance protection costs if provided in lieu of subcontractor bonds), Direct Materials & Equipment Costs, and supervision plus the Contractor and subcontractor’s overhead for the Work that is deleted from or not performed on the Project. Credit owed to the JBE from deleted Work for Contractor fees shall be computed as five percent (5%) of the sum for amounts related to the Direct Labor Costs, Direct Materials & Equipment Costs, and supervision for the deleted Work.

20. TERMINATION.

20.1. JBE’s Right to Terminate for Cause. The JBE, in its sole discretion, may terminate the Contract upon any of the following, without limitation:

20.1.1. Contractor refuses or fails to execute the Work or any separable part thereof with sufficient diligence as will ensure its completion within the time specified or any extension thereof.

20.1.2. Contractor fails to complete a Project within the time specified or any extension thereof.

20.1.3. Contractor fails or refuses to perform Work, or provide material of sufficient quality, in accordance with the Contract Documents.

20.1.4. Contractor files a petition for relief as a debtor, or a petition for relief as a debtor is filed against the Contractor without its consent, and said petition is not dismissed within sixty (60) Days.

20.1.5. Contractor makes a general assignment for the benefit of its creditors, or a receiver is appointed on account of its insolvency.

20.1.6. Contractor refuses or fails, except in cases for which extension of time is provided, to supply properly skilled workers or proper materials to sufficiently complete the Work in the time specified and in accordance with the Contract Documents.

20.1.7. Contractor fails to make timely payment to subcontractors, for material, or for labor.

20.1.8. Contractor disregards or fails to fully comply with any applicable law or instructions of the JBE.

20.1.9. Contractor fails to supply labor, including that of subcontractors, that can work in harmony with all other employees of Contractor, JBE, or any other labor employed or to be employed on the Work or at the Project Site.

20.1.10. Contractor or its subcontractors of any tier are otherwise in breach, default, or in substantial violation of any provision of this Contract.

20.2. Notice of Termination. JBE may terminate this Contract upon ten (10) days’ notice without cause, and Contractor shall only be entitled to compensation based on satisfactorily performed work that is actually accepted by JBE.

JBE may also terminate Contractor immediately upon a default of this Contract and may withhold from payments due on this Contract the amount necessary to complete the work as scheduled, including but not limited to, the costs of a replacement contractor.

General Terms and Conditions 8

20.3. Conversion to Termination for Convenience. In the event the Contract is terminated for cause in accordance herewith and it is finally determined by an arbitrator, court, jury, or other tribunal having jurisdiction, for any reason, that the Contractor was not in default under the provisions hereof or that the JBE’s exercise of its rights under this section was defective, deficient, ineffective, invalid, or improper for any reason, or the parties otherwise mutually agree in writing, then the original termination for cause shall be deemed a termination for convenience by the JBE pursuant to this Contract, upon which the rights and obligations of the JBE and the Contractor shall be determined as if the original termination for cause was a termination for convenience.

20.4. Effect of Termination.

20.4.1. Upon termination, Contractor shall, only if ordered to do so by the JBE, immediately remove from the Project Site all materials and personal property belonging to Contractor that have not been incorporated in the construction of the Work, or which are not in place in the Work. JBE retains the right, but not the obligation, to keep and use any Materials and personal property belonging to Contractor that have not been incorporated in the construction of the Work, or which are not in place in the Work. Contractor and its Surety shall be liable upon the performance bond for all damages and costs incurred by the JBE by reason of the Contractor’s failure to complete the Contract.

20.4.2. In the event that the JBE shall perform any portion of the Work, the JBE shall not be liable nor account to the Contractor in any way for the time within which, or the manner in which, said Work is performed by the JBE or for any changes the JBE may make in its performance of the Work or for the money expended by the JBE in satisfying claims and/or suits and/or other obligations in connection with the Work.

20.4.3. In the event that the Contract is terminated for any reason, no allowances or compensation will be granted for the loss of any anticipated profit by the Contractor or any impact or impairment of Contractor’s bonding capacity.

20.4.4. If the expense to the JBE required to finish any Work exceeds the unpaid Project Price, Contractor and its Surety shall pay the difference to the JBE within twenty-one (21) Days of demand for payment.

20.5. Termination of Contractor for Convenience. Notwithstanding any other provision, JBE in its sole discretion may terminate the Contract, any Project, or any portion thereof upon three (3) Days written notice to the Contractor.

Under a termination for convenience, the JBE retains the right to all the options available to the JBE if there is a termination for cause. In case of a termination for convenience, Contractor shall have no claims against the JBE except for:

20.5.1. The actual cost for labor, materials, and services performed that is unpaid and can be satisfactorily documented through timesheets, invoices, receipts, or otherwise; and

20.5.2. Five percent (5%) of the total cost of Work performed as of the date of termination, or five percent (5%) of the value of the Work yet to be performed, whichever is less. This five percent (5%) amount shall be full compensation for all Contractor’s and its subcontractors’ mobilization and/or demobilization costs and any anticipated lost profits resulting from a termination of Contractor for convenience for the Work.

20.6. Suspension of Work.

20.6.1. JBE may, without cause and in its discretion, order Contractor in writing to suspend, delay, or interrupt

General Terms and Conditions 9 the Project in whole or in part for such period of time as JBE may determine. When the JBE resumes the Project, the parties will meet and confer in good faith to attempt to negotiate an adjustment in the Project Price for increases or decreases in the cost of performance of the Project caused by any such suspension, delay, or interruption. If the parties cannot agree on an adjusted Project Price, the JBE may terminate the Contract as permitted herein.

20.6.2. In the event the JBE orders a suspension, delay, or interruption of the Work, an adjustment shall be made to the Project Price for increases in the direct cost of performance of the Work under the Contract Documents actually caused by said suspension, delay, or interruption ordered by the JBE; provided, however, that no adjustment of the Project Price shall be made to the extent that: (i) performance is, was, or would have been so suspended, delayed, or interrupted by another cause for which the Contractor is responsible under the Contract Documents; or (ii) an equitable adjustment is made or denied under another provision of the Contract Documents. The foregoing notwithstanding, any adjustment of the Project Price shall not include any adjustment to increase the Contractor's overhead, general administrative costs, or profit, all of which shall remain as reflected in the applicable Work and any Schedule of Values submitted by the Contractor for the Project. In the event of the JBE's suspension, delay, or interruption of the Work, the Project Time shall be equitably adjusted.

20.7. Scope Reduction. In cases of suspension, partial or complete termination, or at the discretion of the JBE, the JBE reserves the right to unilaterally approve a deductive Change Order to reduce the scope of any portions of the Work or to perform such Work with other or its own forces.

21. INSPECTION. At all times, JBE shall have access to the work areas, whether in preparation or in progress, and

Contractor shall provide safe and proper facilities for same.

22. STANDARD OF CARE. Contractor’s services under this Contract shall be performed consistent with that level of care and skill ordinarily exercised by reputable members of the same profession currently practicing in the same locality under similar conditions. If any of its completed products, installations, or services fail to conform to this professional standard, or if property damage occurs (including damage to subsurface utilities or irrigation systems) as a direct result of Contractor’s operations, Contractor will, at its own expense, perform all necessary services to correct such defects or arrange for the necessary repairs or restoration.

23. GUARANTEE. Contractor shall guarantee the workmanship or service performed against defects or failures of materials for a minimum of one (1) year from delivery of the goods or the final completion date for the work; except that for any and all furniture installation contracts, Contractor shall guarantee the workmanship or service performed against defects or failures of materials for a time period equal to the manufacturer warranty/guarantee period for the specific furniture item(s). All workmanship and materials for all projects must be warranted to be in compliance with applicable California energy, conservation, and environmental standards. In the event that Contractor must perform work to fulfill this guarantee, the terms and conditions of this Contract will apply to such work.

24. NO LIENS. Contractor agrees that Contractor, and any person, firm, or corporation furnishing any materials or labor for any Work covered by the Contract, has no rights to lien any portion of any Project Site or any improvement or appurtenance thereon. Contractor specifically acknowledges, in accordance with Civil Code section 8160, that all Projects and Project Sites are not subject to mechanics liens. In the event that any liens are recorded by Contractor or any person, firm, or corporation furnishing any materials or labor for any Work covered by the Contract, Contractor agrees to immediately take whatever action is necessary to remove the lien against the Project and the Project Site. Any costs or expenses incurred by the JBE with respect to any such liens shall be the responsibility of Contractor.

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25. FORCE MAJEURE. Each party shall be excused from performance hereunder during the time and to the extent that it is prevented from obtaining, delivering, or performing by act of God, fire, strike, pandemic, epidemic, quarantine, loss, or shortage of transportation facilities, lock-out, commandeering of materials, products, plants or facilities by the government, provided that it is satisfactorily established that the non-performance is not due to the fault or neglect of the non-performing party or its agents.

26. DOCUMENT CONFLICT; SEVERABILITY. In case of conflict between specifications and drawings and/or actual

Site conditions, work shall immediately cease until the conflict is resolved by a JBE representative, and JBE shall not be responsible for any costs/expenses incurred by Contractor due to any delays. Should any contract provision be held invalid, the remainder of this Contract shall remain in full force and effect.

27. PERMITS/LICENSES. Contractor and all its employees or agents shall secure and maintain such licenses and permits as are required by law in connection with the furnishing of materials, supplies, or services listed herein.

28. CALIFORNIA AIR RESOURCES BOARD.

28.1. Contractor agrees and acknowledges that the California Air Resources Board (“CARB”) In-Use Off-Road Diesel- Fueled Fleets regulations (Title 13 CCR sections 2449, 2449.1 and 2449.2) apply to this Agreement. Contractor shall comply and shall require subcontractors to comply with the CARB In-Use Off-Road Diesel-Fueled Fleets regulations.

28.2. Contractor shall ensure that Contractor and all subcontractors execute the CARB In-Use Off-Road Diesel-Fueled Fleets Certification attached to the Contract Documents and incorporated herein.

28.3. As applicable, Contractor and subcontractors must provide a current Certificate of Reported Compliance for fleets subject to the CARB In-Use Off-Road Diesel-Fueled Fleets regulations.

29. CONTRACTOR STATUS. Contractor is an independent contractor, and not an officer, employee, or agent of the

JBE, in the performance of this Contract.

30. ACCEPTANCE AND COMPLETION OF PROJECT.

30.1. Final Inspection. When Contractor considers the Work complete, Contractor shall make a written request for a final inspection by the JBE. The JBE will promptly conduct a final inspection following receipt of Contractor’s written request. If, after the inspection, the JBE determines that the Work is complete, the JBE will recommend that the Work be accepted.

30.2. Punch List. If the JBE determines that the Work is not accepted, Contractor will be notified in writing of deficiencies or any incomplete work, and a punch list of such items shall be prepared (“Punch List”). After completing all possible Punch List items, Contractor shall again initiate the procedures for final inspection as set forth above for any completed Punch List items and the Work shall be considered complete when the Punch List items have been completed to the satisfaction of the JBE.

30.3. Acceptance of the Work. If the JBE determines that the Work is accepted, the JBE will notify Contractor, who may then submit final invoice for payment as provided in section this Contract.

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30.4. Completion.

30.4.1. The JBE may execute and authorize the recording of a Notice of Completion in the County in which the Project is constructed.

30.4.2. Determination by the JBE that the Work is completed or accepted will not bar any Claim against the Contractor or any other remedy available to the JBE as permitted herein and by law.

31. LIQUIDATED DAMAGES. The parties understand and agree that the goodwill, court process, and other business of the JBE will be damaged if the project is not completed and the improvements cannot be occupied by the Completion Date. The parties have further agreed that the exact amount of damages for failure to complete the work within the time specified is, in some cases, extremely difficult, impractical, or impossible to determine. As to those damages that are difficult, impractical, or impossible to determine, should the Contractor fail to achieve completion of this Contract by the Completion Date, together with extensions granted by the JBE for unavoidable delays and/or approved change orders, Contractor shall become liable to the JBE in the amount specified in the Contract per calendar day for each day the Contract remains incomplete beyond the Completion Date, as liquidated damages and not as a penalty. Contractor shall not be charged with liquidated damages when the delay in completion of the work is due to acts of the JBE. These liquidated damages will compensate the JBE for its loss of use and the inability to occupy or otherwise utilize the improvements. The JBE may, without waiving any of its rights, assess liquidated damages after completion of the project. Any money due or to become due to the Contractor may be retained to cover liquidated and other delay damages. Should such money not be sufficient to cover those damages, the JBE shall have the right to recover the balance from the Contractor or Contractor’s sureties, as applicable. Should the JBE authorize suspension of the work for any cause, the time work is suspended will be added to the time for completion. Suspension of the work by the JBE shall not be a waiver of the right to claim liquidated or other delay damages as set forth in this section.

32. OCCUPANCY. JBE reserves the right to occupy the building at any time before contract completion, and such occupancy shall not constitute final acceptance of any part of the work covered by this Contract, nor shall it extend the date specified for completion of the work.

33. PAYMENT. Unless the Contract provides otherwise, Contractor shall submit invoices once monthly for services and materials provided. Invoices for time & materials contracts must be accompanied by itemized receipts. The invoices shall clearly specify the following: (i) Contract number; (ii) Date of submission; (iii) Unique Invoice number; (iv) Contractor’s name and address; (v) Contractor’s taxpayer identification number (FEIN); (vi) Description of the Work being invoiced as specified in the Construction Services Contract; (vii) Itemized and total price breakdowns; (viii) Amount of DVBE dollars expended if and as applicable; and (ix) Preferred remittance address if different from the mailing address. JBE shall make payment for satisfactorily performed work within 45 days after acceptance thereof by the authorized JBE representative. No progress payments shall be made unless specifically called for in the Contract.

33.1. Progress Payment. Contractor shall make applications for payment in arrears via monthly Invoices based upon the actual value for Materials delivered and Work performed under the Contract, subject to any applicable Schedule of Values or other specific requirements for the Project, up to the last Day of the previous month. The JBE will review and approve the Invoice if satisfactory; if the JBE determines corrections or further detail are needed, Contractor shall resubmit a revised Invoice as requested and in compliance herewith.

33.2. The JBE shall withhold payment of an amount equal to five percent (5%) from all payments made for Invoices (“Retention”). Upon the Project’s successful completion of all Work and successful provision of applicable deliverables under the Contract, Contractor shall submit an Invoice to the JBE for the total of all amounts of

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Retention withheld on the Project.

33.3. The JBE may deduct and withhold from any payment under the Contract all amounts necessary to protect the JBE from, without limitation, all losses because of, arising from, or related to any of the following:

33.3.1. Performance of any of Contractor’s obligations under the Contract;

33.3.2. Any Work that Contractor has failed to perform or has performed inadequately;

33.3.3. Defective Work not satisfactorily remedied;

33.3.4. Stop payment notices as required by California law (i.e., Civil Code section 9350 et. seq.);

33.3.5. Reasonable doubt that the Project can be completed for the unpaid balance of the Project Price or within the Project Time;

33.3.6. Unsatisfactory prosecution of the Work for the Project;

33.3.7. Unauthorized deviations from the Contract;

33.3.8. Failure of the Contractor to maintain or submit on a timely basis proper and sufficient documentation as required by the Contract or by JBE during the prosecution of the Work for the Project;

33.3.9. Erroneous or false estimates by the Contractor of the value of the Work performed;

33.3.10. Any sums representing expenses, losses, or damages incurred by the JBE, in its determination, for which Contractor is or may be liable under the Contract;

33.3.11. Damage by Contractor or its subcontractors to the JBE, Court(s), or to any third parties; and

33.3.12. Any other sums which the JBE is entitled to recover from Contractor under the terms of the Contract or pursuant to Applicable Law including section 1727 of the California Labor Code.

33.4. Final Invoice. The following conditions must be fulfilled prior to the JBE issuing the final payment for a Project or under this Contract to the Contractor:

33.4.1. The JBE must have accepted the Project and all Work as complete in accordance with the Contract Documents;

33.4.2. Contractor must have provided a duly completed and executed waiver and release upon final payment from each subcontractor and supplier compliant with Civil Code section 8138;

33.4.3. Contractor must have delivered to the JBE all applicable written guarantees and warranties, including those of its applicable subcontractors;

33.4.4. The Contractor must have delivered to the JBE all applicable…