Sample Contract.docx

PHONE: (925) 228-9500

FAX: (925) 372-0192

www.centralsan.org

ROGER S. BAILEY

General Manager

J. Leah Castella Counsel for Central San 510.273.8780

KATIE YOUNG

Secretary of Central San

CONTRACT NO.

WITH

TO

This Contract is entered into as of the day of , _____ between _____ (“CONTRACTOR”) and the Central Contra Costa Sanitary District (“CENTRAL SAN”). For and in consideration of the payment to be made to CONTRACTOR, as hereinafter provided, CONTRACTOR shall perform all work specified below in accordance with all the provisions of the Contract, consisting of the following documents, which comprise the entire agreement between CENTRAL SAN and CONTRACTOR, concerning the work, herein:

Contract Title Pages Contractor License Certification Exhibit A Contract General Conditions Exhibit B Pricing and Proposal Data Exhibit C Technical Specifications Exhibit D Insurance Requirements

1. WORK TO BE PERFORMED: Except as specified elsewhere in this Contract, CONTRACTOR shall furnish all plant, labor, materials, chemicals, tools, supplies, equipment, transportation, technical and professional services and supervision, and to perform all operations necessary and required to satisfactorily perform the work specified herein; all in accordance with the specifications contained herein. The contract shall be considered a non-exclusive agreement between the parties. CENTRAL SAN may elect to competitively bid any repair or project work if deemed to be in the best interest of CENTRAL SAN or if required by code or law.

2. TERM: USE THIS CLAUSE FOR MULTI-YEAR The term of the contract shall be for a period of ( ) year(s) commencing with the execution date of this contract and may be renewed annually thereafter for up to ( ) consecutive one-year periods at CENTRAL SAN’s option and as based on mutually agreeable terms. In the event that CONTRACTOR does not agree to an extension, CENTRAL SAN shall be given a minimum of ninety (90) day notice to locate a suitable replacement contractor.

USE THIS CLAUSE FOR ONE-TIME SERVICE CONTRACTOR agrees to complete all work within ( ) calendar day(s) from receipt of the Notice to Proceed to final acceptance of the work by CENTRAL SAN OR by .

3. COMPENSATION: As full consideration for satisfactory performance by CONTRACTOR of this Contract, CENTRAL SAN will pay CONTRACTOR compensation in the lump sum amount of dollars ($ ) OR an amount not to exceed dollars ($ ) in accordance with the prices set forth in Exhibit B, Pricing and Proposal Data, and with the payment provisions of this Contract.

4. PRICE ADJUSTMENTS: Based on CONTRACTOR’s written request and justification, CENTRAL SAN may approve an increase in unit prices on Exhibit B Pricing and Proposal Data consistent with the amount requested in the justification in an amount not to exceed the increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the San Francisco Bay Area as published by the Bureau of Labor Statistics, or 5%, whichever is less, during the preceding one-year term. If the CPI-U is a negative number, then the unit prices shall not be adjusted for that option year (the unit prices will not be decreased). A negative CPI-U shall be counted against any subsequent increases in the CPI-U when calculating the unit prices for later years. CONTRACTOR must provide such written request and justification no less than sixty (60) calendar days before the anniversary date of the Contract. Justification in support of the written request must include a description of the basis for the adjustment, the proposed effective date and the reasons for said date, and the amount of the adjustment requested with documentation to support the requested change (e.g. CPI-U or 5%, whichever is less). CENTRAL SAN’s approval of this request must be in writing.

5. ANNUAL APPROPRIATION OF FUNDS: CONTRACTOR acknowledges that the Contract term may extend over multiple CENTRAL SAN fiscal years, and that work and compensation under this Contract is contingent on CENTRAL SAN Board of Directors appropriating funding for and authorizing such work and compensation for those fiscal years. This Contract may be terminated at the end of the fiscal year for which sufficient funding is not appropriated and authorized. CENTRAL SAN is not obligated to pay CONTRACTOR for any amounts not duly appropriated and authorized by the Board of Directors.

6. AUTHORIZATION: Both CENTRAL SAN and CONTRACTOR do covenant that each individual executing this document by and on behalf of each part is a person duly authorized to execute contracts for that party.

7. REPORTING REQUIREMENTS: If CONTRACTOR is an individual or sole proprietor, CONTRACTOR must furnish its Social Security Number (SSN). If CONTRACTOR is a corporation or partnership, CONTRACTOR must furnish its Federal Employer Identification Number (FEIN). If the work under this contract is subject to the payment of prevailing wages, CONTRACTOR must furnish its Department of Industrial Relations registration number.

In witness whereof, CENTRAL SAN and CONTRACTOR have executed this Contract on the date first above written.

|_| If checked, CONTRACTOR shall complete the following Contractor License Certification.

|_| If checked, CONTRACTOR shall complete the following Contractor Department of Industrial Relations Registration.

|_| If checked, CONTRACTOR verifies by signature below receipt of CENTRAL SAN Safety Requirements for Treatment Plant and Pumping Stations, either by attachment to this document or by download from CENTRAL SAN's website at www.centralsan.org.

CONTRACTOR

address city, state, zip phone

By:

Name Printed:

Title:

Date:

CENTRAL CONTRA COSTA SANITARY DISTRICT

5019 Imhoff Place Martinez, CA 94553 925-228-9500

By:

Date:

CONTRACTOR LICENSE CERTIFICATION

Pursuant to the Business and Professions Code of the State of California, Section 7030:

"Contractors are required by law to be licensed and regulated by the Contractor's State License Board. Any questions concerning a contractor may be referred to the Registrar, Contractor's State License Board, 3132 Bradshaw Road, Sacramento, California, Mailing Address: P.O. Box 26000, Sacramento, California 95826."

The undersigned CONTRACTOR certifies that it is now licensed in accordance with the provisions of the Contractor's License Law of the State of California, and the number of said license is __________________________, and the classification of said license is ___________________________, and the said license expires __________________.

Company Name

Business Address

Type or Print Name

Title

Dated:

State of Incorporation:

CONTRACTOR DEPARTMENT OF INDUSTRIAL RELATIONS REGISTRATION

Pursuant to California Labor Code section 1725.5, a contractor shall be registered to be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any public work contract. The undersigned CONTRACTOR certifies that it is now registered in accordance with the provisions of California Labor Code section 1725.5, and the number of said registration is __________________________.

SUBCONTRACTORS

Pursuant to the provisions of Sections 4100 to 4113 inclusive, of the Public Contract Code of the State of California, the undersigned hereby designates below for the project, opposite various portions of the work, the names and locations of the places of business of each Subcontractor who will perform work or labor in an amount in excess of one-half of one percent (1/2 of 1%) of the of the total bid. All work not listed below shall be performed by the undersigned CONTRACTOR. It is understood that CONTRACTOR shall not substitute any Subcontractor in place of the Subcontractors herein designated without the consent of CENTRAL SAN per Article GC-10 – Subcontracts.

EXHIBIT A

CONTRACT GENERAL CONDITIONS

GC-1 ENTIRE AGREEMENT

This Contract embodies the entire agreement between CENTRAL SAN and CONTRACTOR. The parties shall not be bound by or be liable for any statement, representation, promise, inducement, or understanding of any kind or nature not set forth herein. No changes, amendments, or modifications of any of the terms or conditions of the Contract shall be valid unless reduced to writing and signed by both parties.

GC-2 INDEPENDENT CONTRACTOR

CONTRACTOR represents that it is fully experienced and properly qualified to perform the class of work provided for herein, and that it is properly licensed, equipped, organized, and financed to perform such work. CONTRACTOR shall act as an independent contractor and not as the agent of CENTRAL SAN in performing the Contract, maintaining complete control over its employees and all of its subcontractors. Nothing contained in this Contract or any subcontract awarded by CONTRACTOR shall create any contractual relationship between any such subcontractor and CENTRAL SAN. CONTRACTOR shall perform all work in accordance with its own methods subject to compliance with the Contract. CONTRACTOR shall determine the method, details and means of performing the work and services to be provided by it under this Contract. CONTRACTOR shall be responsible to CENTRAL SAN only for the requirements and results specified in this Contract and, except as expressly provided in this Contract, shall not be subjected to CENTRAL SAN’s control with respect to the physical action or activities of CONTRACTOR in fulfilling this Contract. CONTRACTOR has sole control over the manner and means of performing the services and work under this Contract.

If necessary, CONTRACTOR has the responsibility for employing other persons or firms, in accordance with this Contract, to assist CONTRACTOR in fulfilling the terms and obligations under this Contract, subject to the terms of this Contract. CONTRACTOR shall employ only competent and skilled personnel to perform the work. CONTRACTOR shall, if requested to do so by CENTRAL SAN in writing, remove from the jobsite any personnel of CONTRACTOR. CONTRACTOR is responsible for maintaining satisfactory conduct of its employees and those of its subcontractors and maintaining labor relations in such manner as shall provide for harmony among the workers.

CONTRACTOR shall comply with and shall cooperate with CENTRAL SAN in enforcing jobsite conditions which affect the performance of the work including but not limited to starting and quitting time, smoking regulations, check-in and check-out procedures, jobsite safety regulations, and daily clean-up.

GC-3 PERFORMANCE OF THE WORK/NO ASSIGNMENT

Time is of the essence in the performance of the work. CONTRACTOR will perform the work in a skillful and workmanlike manner; comply fully with criteria established by CENTRAL SAN, and with applicable laws, codes, and all applicable industry standards. CONTRACTOR shall maintain its work area in a clean and sanitary condition, clear debris and trash at the end of each work day, and shall not damage or disrupt any property unless specifically part of the scope of the Agreement. CONTRACTOR shall not contract any portion of the work or otherwise assign the Agreement without prior written approval of CENTRAL SAN, and any assignment without CENTRAL SAN’s prior written approval shall be null and void. (CONTRACTOR shall remain responsible for compliance with all terms of the Contract Documents, regardless of the terms of any such assignment.) CONTRACTOR shall permit CENTRAL SAN (or its designees) access to the work area, CONTRACTOR’s shop, or any other facility, to permit inspection of the work at all times during construction and/or manufacture and fabrication. The granting of any progress payment, and any inspections, reviews, approvals or oral statements by any CENTRAL SAN representative, or certification by any governmental entity, shall in no way limit CONTRACTOR’s obligations under the Contract Documents. Either party’s waiver of any breach, or the omission or failure of either party, at any time, to enforce any right reserved to it, or to require strict performance of any provision of the Contract Documents, shall not be a waiver of any other right to which any party is entitled, and shall not in any way affect, limit, modify or waive that party’s right thereafter to enforce or compel strict compliance with every provision hereof. CENTRAL SAN shall have, at all times, set-off rights with respect to any payment and CONTRACTOR’s failure to perform the terms of the Contract Documents.

GC-4 AUTHORIZED REPRESENTATIVES

Before starting work, CONTRACTOR shall designate a competent, authorized representative acceptable to CENTRAL SAN to represent and act for CONTRACTOR and shall inform CENTRAL SAN in writing of the name and address of such representative together with a clear definition of the scope of his/her authority to represent and act for CONTRACTOR and shall specify any and all limitations of such authority. CONTRACTOR shall keep CENTRAL SAN informed of any subsequent changes in the foregoing. All notices, determinations, instructions, and other communications given to the authorized representative by CENTRAL SAN shall be binding upon CONTRACTOR.

GC-5 NOTICES

Any written notice to be given to CONTRACTOR by CENTRAL SAN may be delivered in person to CONTRACTOR's authorized representative or mailed to the address last given in writing by CONTRACTOR.

Notices to CENTRAL SAN:

CENTRAL CONTRA COSTA SANITARY DISTRICT

5019 Imhoff Place Martinez, CA 94553

Notices to CONTRACTOR:

CONTRACTOR NAME

Address City, State, Zip

GC-6 LAWS

A. This Contract shall be construed in accordance with the laws of the State of California. Parties further stipulate that this Contract was entered into in the State of California and the State of California is the only appropriate forum for any litigation as a result of breach hereof or any questions risen herefrom.

B. CONTRACTOR shall keep itself fully informed of, and shall observe and comply with, all federal, state, and local laws, ordinances, rules and regulations ; and lawful orders of all authorities having jurisdiction which in any manner affect those engaged or employed on any work, or the materials and equipment used in any work, or in any way affect the performance of any work, and of all orders and decrees of agencies having any jurisdiction or authority over work performed under the Contract.

C. If any discrepancy or inconsistency should be discovered between the Contract and any such law, ordinance, regulation, order, or decree, CONTRACTOR shall immediately report the same in writing to CENTRAL SAN. CONTRACTOR shall be responsible for the compliance by subcontractors of all tiers with the above provisions of this article. CONTRACTOR shall post all job site notices as required by law or regulation.

D. Special attention is directed to Part 7, Chapter 1, Article 2, Sections 1770 et. seq. of the Labor Code of the State of California.

Prevailing Wages. CONTRACTOR is hereby put on notice that if the work, as defined in this agreement, is “public work” as that term is defined in California Labor Code section 1720 et seq., the payment of prevailing wages applies to the work under this Contract, and pursuant to California Labor Code section 1771.4, this contract is subject to compliance monitoring and enforcement by the California Department of Industrial Relations. CONTRACTOR is advised to verify with the Department of Industrial Relations as to whether the work, or the type of worker to be utilized for any portion of the work has applied to it a classification defined by the Division of Labor Standards Enforcement of the Department of Industrial Relations as one where prevailing wages must be paid. In accordance with California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the work, if the payment of prevailing wages is required by law. In accordance with California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which any of the work for which prevailing wages must be paid is to be performed. In accordance with California Labor Code Section 1773, CENTRAL SAN has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which any of the work that is subject to prevailing wage is to be performed for each craft, classification or type of worker needed to perform the work. In accordance with California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at CENTRAL SAN’s offices and will be made available on request. Throughout the performance of the work CONTRACTOR must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the work. If the work is subject to the payment of prevailing wage, then CONTRACTOR shall furnish certified payroll records, as defined and required by California Labor Code section 1776, directly to the Labor Commissioner. Copies of certified payrolls shall be made available to CENTRAL SAN upon request.

E. Labor Discrimination: Attention is directed to Section 1735 of the Labor Code, which reads as follows:

No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons, except as provided in Section 12940 of the Government Code, and every contractor for public works violating this Section is subject to all the penalties imposed for violation of this Chapter.

F. CONTRACTOR shall comply with Sections 12101 through 12901 of Title 22, California Administrative Code. CONTRACTOR shall warn all persons at the work site of their exposure to chemicals known to the state to cause cancer or birth defects or other reproductive harm. CONTRACTOR shall be responsible for compliance by its subcontractors with this article.

G. CONTRACTOR stipulates and agrees that pursuant to the provisions of Labor Code, Sections 1810 through 1815, eight (8) hours labor shall constitute a legal day's work, and no worker shall be required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1) week, except as provided for under Section 1815. Nothing in this provision shall be construed to relate to wage determination or in any way affect contractual provisions related to compensation. CONTRACTOR or subcontractor shall, as a penalty to CENTRAL SAN, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one (1) calendar day and forty (40) hours in any one (1) calendar week in violation of the provisions of this article.

Notwithstanding the Labor Code provisions set forth above, pursuant to Labor Code, Section 1815, 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 provided that compensation shall be made for all hours worked in excess of eight (8) hours per day at not less than one and one-half (1-1/2) times the basic rate of pay.

H. CONTRACTOR shall be allowed to substitute securities for any monies withheld to ensure performance under this Contract pursuant to Section 22300 of the California Public Contracts Code.

I. CONTRACTOR shall be licensed under the provisions of Chapter 9, Division 3, of the Business and Professions Code of the State of California to do the type of work contemplated in the Project and shall be skilled and regularly engaged in the general class or type of work called for under the Contract.

GC-7 PERMITS AND TAXES

CONTRACTOR shall, unless otherwise provided elsewhere in the Contract, at its expense, obtain all permits and licenses and pay all charges and fees necessary for the performance of the Contract, and shall give all public notices necessary for the lawful performance of the Contract.

CONTRACTOR shall pay all taxes, levies, duties, and assessments of every nature due in connection with any work under the Contract, shall make any and all payroll deductions required by law, and shall indemnify and hold harmless CENTRAL SAN from any liability on account of any and all such taxes, levies, duties, assessments, and deductions.

GC-8 WAIVER

Neither the inspection by CENTRAL SAN, nor any order, measurement, approval, determination, decision, or certificate by CENTRAL SAN, nor any order by CENTRAL SAN for the payment of money, nor any payment for or use, occupancy, possession, or acceptance of the whole or any part of the work by CENTRAL SAN, nor any extension of time, nor any other act or omission of CENTRAL SAN shall constitute, or be deemed to be acceptance of any defective or improper work, materials, or equipment nor operate as a waiver of any requirement or provision of the Contract, nor of any remedy, power, or right of or herein reserved to CENTRAL SAN nor of any right to damages for breach of Contract. Any and all rights and/or remedies provided for in the Contract are intended and shall be construed to be cumulative; and, in addition to each and every other right and remedy provided for herein or by law, CENTRAL SAN shall be entitled, as a right, to a writ or injunction against any breach or threatened breach of the Contract by CONTRACTOR, by its subcontractors, or by any other person or persons.

None of the provisions of the Contract shall be considered waived by CENTRAL SAN unless such waiver is expressly given in writing by CENTRAL SAN. No such waiver shall be a waiver of any past or future default, breach, or modification of any of the terms, provisions, conditions, or covenants of the Contract unless expressly set forth in such waiver.

GC-9 INDEMNITY

CONTRACTOR shall indemnify, defend, and hold harmless CENTRAL SAN, its officers, agents and employees, from and against any and all suits, actions, legal or administrative proceedings, claims, demands, consequential damages, liabilities, interest, attorneys' fees, costs and expenses of whatsoever kind or nature whether arising before or after final acceptance of the work hereunder and in any manner directly or indirectly caused, occasioned, or contributed to or claimed to be caused, occasioned, or contributed to in whole or in part by reason of any act, omission, fault, or negligence whether active or passive of CONTRACTOR, or of anyone acting under its direction, control, or on its behalf including subcontractors in connection with or incident to the performance of this Contract. Without limiting the generality of the foregoing, the same shall include injury to or death of any person or persons and damage to any property, regardless of where located, including without limitation the property of CENTRAL SAN, CONTRACTOR's employees, and all other persons. CONTRACTOR's aforesaid indemnity and hold harmless agreement shall not be applicable to any liability caused by the active negligence or willful misconduct of CENTRAL SAN or its officers, agents or employees.

CONTRACTOR shall place in its agreements with subcontractors, if any, and cause said subcontractors to agree to the indemnification provisions in this Contract in favor of the strict or its officers, agents and employees in the exact form and substance as those contained in this Contract.

GC-10 SUBCONTRACTS

No subcontract shall be entered into and CONTRACTOR shall not substitute any person as subcontractor in place of a subcontractor so listed in the Contract provided that CENTRAL SAN, at its discretion, may consent to a subcontractor substitution if (1) the subcontractor listed fails or refuses to execute a written contract, or (2) the substitution is otherwise necessary to the efficient construction of the work. In either case, CONTRACTOR shall obtain CENTRAL SAN's prior written consent. No subcontracts at any tier shall relieve CONTRACTOR of any of its liabilities or obligations under the Contract, and CONTRACTOR agrees that it is fully responsible to CENTRAL SAN for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by them in the performance of the Contract. CONTRACTOR shall assure that each subcontractor at all tiers fully complies with the provisions of any applicable Worker's Compensation Act or similar law having application to subcontractor's employees. Failure of CONTRACTOR or any of its subcontractors to comply with this provision will be considered as grounds for termination of the Contract at CONTRACTOR's expense in accordance with Article GC-11 Termination for Cause.

Nothing contained in the Contract shall create any contractual relationship between any subcontractor and CENTRAL SAN.

Any assignment of the performance of this Contract without prior written consent of CENTRAL SAN shall be voidable. Consent will not be given to any proposed assignment which would relieve the original CONTRACTOR or its Surety of their responsibilities under the Contract.

GC-11 TERMINATION FOR CAUSE

If CONTRACTOR should refuse or fail, except in cases for which extension of time is provided, to supply enough properly skilled workers, proper equipment and proper appliances or proper materials, or if it should fail to make prompt payments to subcontractors or for material or labor, or disregard laws, ordinances, or the instructions of CENTRAL SAN, or otherwise be guilty of a substantial violation of any provision of this Contract, then CENTRAL SAN may without prejudice to any other right or remedy, serve written notice upon CONTRACTOR and Surety, if any, of CENTRAL SAN's intention to terminate the performance of CONTRACTOR, such notices to contain the reasons for such termination, and unless within seven (7) calendar days after the serving of such notice upon CONTRACTOR and Surety, if any, such cause shall cease and satisfactory arrangement for correction shall be made, the performance of CONTRACTOR shall cease and terminate.

Said termination shall be without prejudice to any other remedies available to CENTRAL SAN.

Upon receipt of any such written notice of termination of right to proceed, CONTRACTOR shall, at its expense, for that work affected by any such termination:

A. Assist CENTRAL SAN in making an inventory of all materials and equipment in storage at the site, enroute to the site, and on order from suppliers.

B. Assign to CENTRAL SAN subcontracts, supply contracts, and equipment rental agreements all as designated by CENTRAL SAN.

C. Remove from the site all materials, equipment, and plant listed in said inventory other than such materials, equipment, and plant which are designated in writing by CENTRAL SAN to be used by CENTRAL SAN in completing such work.

GC-12 TERMINATION FOR CAUSE – CENTRAL SAN’S AND SURETY’S OBLIGATIONS

In the event of any termination pursuant to Article GC-11, or should CONTRACTOR be adjudged as bankrupt or if it should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, CENTRAL SAN shall serve notice thereof upon CONTRACTOR and Surety, if any, and the Surety shall have the right to perform the Agreement; provided, however, that if the Surety does not commence performance thereof within a reasonable time, but not less than the time provided in the applicable bond, if one is provided therein, from the date of service of notice of termination upon the Surety, CENTRAL SAN may take possession of the premises and of all materials, tools, equipment, and appliances thereon and finish the work by whatever method CENTRAL SAN may deem expedient. In such case, CONTRACTOR shall not be entitled to receive any further payment until the work is finished. If the unpaid balance of the Agreement price shall exceed the expense of finishing the work, including compensation for additional managerial and administrative services, such excess shall be paid to CONTRACTOR. If such expense shall exceed such unpaid balance, CONTRACTOR and Surety, if any, shall pay the difference to CENTRAL SAN. The expense incurred by CENTRAL SAN as herein provided, and the damage incurred through CONTRACTOR's default, shall be certified by CENTRAL SAN. Service of any notices hereunder shall be deemed complete upon the deposit in the United States mail, postage prepaid, addressed to the address of CONTRACTOR and Surety, if any, as shown on records on file with CENTRAL SAN.

GC-13 TERMINATION FOR CONVENIENCE

Including, but not limited to, provisions for termination in the event of national emergency under Section 4410 et. seq. of the Government Code of the State of California, CENTRAL SAN may, at its option, cancel and terminate the Contract in whole or in part at any time by written notice thereof to CONTRACTOR, whether or not CONTRACTOR is in default.

Upon any such cancellation and termination, CONTRACTOR shall waive any claims for damages, including loss of anticipated profits, on account thereof, but as the sole right and remedy of CONTRACTOR and CENTRAL SAN, CENTRAL SAN shall pay CONTRACTOR in accordance with subparagraph B., below, provided, however, that the provisions of the Contract, which by their very nature survive final acceptance under the Contract, shall remain in full force and effect after such cancellation and termination to the extent provided in such provisions.

A. Upon receipt of any such notice, CONTRACTOR shall, unless the notice requires otherwise:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Place no further orders or subcontracts for materials, services, or facilities, other than as may be necessary or required for completion of such portion of work under the Contract that is not terminated.

3. Promptly make every reasonable effort to obtain cancellation upon terms satisfactory to CENTRAL SAN of all orders and subcontracts to the extent they relate to the performance of work terminated.

4. Assist CENTRAL SAN as specifically requested, in writing, in the maintenance, protection, and disposition of property acquired by CENTRAL SAN under the Contract.

B. Upon any such termination, CENTRAL SAN will pay to CONTRACTOR an amount determined in accordance with the following (without duplication of any item):

1. All amounts due and not previously paid to CONTRACTOR for work completed in accordance with the Contract prior to such notice, and for work thereafter completed as specified in such notice.

2. The cost of settling and paying claims arising out of the termination of work under subcontracts or orders as provided in subparagraph A.3., above.

3. The reasonable costs incurred pursuant to subparagraph A.4., above.

4. Any other reasonable costs incidental to such termination of work.

5. The foregoing amounts shall include a reasonable sum, under all of the circumstances, as profit for any work performed by CONTRACTOR.

In the event CENTRAL SAN terminates the services of CONTRACTOR for cause under Article GC-11, and it is later determined that no just cause existed for such termination, the termination for cause shall automatically be converted to a Termination for Convenience under this section.

GC-14 SAFETY, SANITARY, AND MEDICAL REQUIREMENTS

In accordance with generally accepted construction practices and federal, state and local laws, regulations and ordinances, CONTRACTOR shall be solely and completely responsible for conditions on the jobsite, including safety of all persons and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours.

CONTRACTOR shall take all necessary precautions and provide all necessary safeguards to prevent personal injury and property damage. CONTRACTOR shall provide protection for all persons including, but not limited to, its employees and employees of other contractors or subcontractors; members of the public; and employees, agents, and representatives of CENTRAL SAN and regulatory agencies that may be on or about the work.

The services of CENTRAL SAN in conducting review and inspection of CONTRACTOR's performance are not intended to include review of the adequacy of CONTRACTOR's work methods, equipment, bracing or scaffolding, or safety measures, in, on, or near the construction site.

CONTRACTOR shall take such measures as may be necessary or required to ensure that the safety and health of the employees and of the public may be safeguarded.

CONTRACTOR shall provide protection for all public and private property including, but not limited to, structures, pipes, and utilities, above and below the ground.

CONTRACTOR shall promptly and fully comply with and carry out safety, sanitary, and medical requirements as prescribed by federal, state, or local laws or regulations and industry standards.

All work and materials shall be in strict accordance with all applicable state, city, county, and federal rules, regulations, and codes, and attention is drawn to the requirements of OSHA. CONTRACTOR shall be solely responsible for compliance with all city, county, and state explosive transport, storage, and blasting requirements and for any damages caused by its operations.

CONTRACTOR is hereby informed that work on this Project could be hazardous. CONTRACTOR shall carefully instruct all personnel working in potentially hazardous work areas as to potential dangers and shall provide such necessary safety equipment and instructions as are necessary to prevent injury to personnel and damage to property. Special care shall be exercised relative to work underground.

CONTRACTOR shall provide and maintain all necessary safety equipment such as fences, barriers, signs, lights, walkways, guards, and fire prevention and fire-fighting equipment and shall take such other action as is required to fulfill its obligations under this article. It is the intent of CENTRAL SAN to provide a safe working environment under normal conditions. HOWEVER, CONTRACTOR IS ADVISED THAT THE NATURE OF THE WORK SPECIFIED HEREIN MAY BE POTENTIALLY HAZARDOUS BECAUSE OF CONDITIONS SUCH AS CONFINED SPACES, POTENTIALLY EXPLOSIVE ATMOSPHERES, AND POSSIBLE EXPOSURE TO PATHOGENS.

CONTRACTOR shall maintain all portions of the jobsite in a neat, clean, and sanitary condition at all times. If required by CENTRAL SAN, toilets shall be furnished by CONTRACTOR where needed for use of its employees and their use shall be strictly enforced.

CONTRACTOR shall not make use of CENTRAL SAN's existing sanitary facilities, unless previously authorized by CENTRAL SAN.

CONTRACTOR shall keep adequate first aid facilities and supplies available and instruction in first aid shall be given.

All costs in connection with meeting the requirements of this article shall be borne by CONTRACTOR.

CONTRACTOR shall place in its agreements with subcontractors, if any, and cause said subcontractors to agree to the provisions in this section.

GC-15 CHANGES

When changes in the service are required by CENTRAL SAN or requested by CONTRACTOR, CONTRACTOR shall promptly estimate their effect on the cost of the service and on its schedule and so notify CENTRAL SAN. CONTRACTOR, if requested by CENTRAL SAN, shall supply any information to support CONTRACTOR's estimate of cost. No change shall be implemented by CONTRACTOR unless it is approved by CENTRAL SAN in writing, and, unless otherwise agreed to in writing, the provisions of this Contract shall apply to all changes in the work. If CENTRAL SAN determines that any change materially affects the cost or time of performance of this Contract as a whole, CONTRACTOR and CENTRAL SAN will mutually agree, in writing, to an equitable adjustment. In the event of disagreement, CENTRAL SAN will fix such adjustment that, in its opinion, be reasonable and proper, regard being had to all material and relevant factors including CONTRACTOR's direct costs and overhead.

A contract change order approved by CENTRAL SAN may be issued to CONTRACTOR at any time. Should CONTRACTOR disagree with any terms or conditions set forth in an approved contract change order which it has not executed, it shall submit a written protest to CENTRAL SAN within fifteen (15) calendar days after the receipt of such approved contract change order. The protest shall state the points of disagreement, and, if possible, the Contract specification references, quantities, and costs involved. If a written protest is not submitted, payment will be made as set forth in the approved contract change order, and such payment shall constitute full compensation for all work included therein or required thereby.

Contract change orders which affect the cost or term of performance shall be processed through CENTRAL SAN’s designated administrative representative, as shown in Article GC-5 Notices.

GC-16 SURVIVAL

Notwithstanding CENTRAL SAN's acceptance of the work and payment, CONTRACTOR shall remain obligated under all clauses of this Contract, which expressly or by their nature extend beyond and survive such acceptance and payment or termination.

GC-17 WARRANTY

CONTRACTOR warrants that the work performed pursuant to the Contract shall be of the quality specified or of the highest quality if no quality is specified, and shall conform to the specifications, drawings, samples, and other descriptions set forth in the Contract. CONTRACTOR warrants all equipment and materials furnished by it and all work performed by it under the Contract against defective design (unless furnished by CENTRAL SAN), materials, and workmanship for a period of one (1) year from and after final acceptance regardless of whether the same were furnished or performed by CONTRACTOR or by any of its subcontractors or suppliers of any tier. Performance and Payment Bonds, if any, shall remain in full force and effect during such warranty periods.

If, after installation and acceptance, the operation or use of the material or equipment furnished under this Contract proves to be unsatisfactory to CENTRAL SAN, CENTRAL SAN shall have the right to operate and use such materials and equipment until it can, without damage to CENTRAL SAN, be taken out of service for correction or replacement by CONTRACTOR at its expense. The warranty period for the materials or equipment which are replaced shall be one (1) year from and after the replacement materials or equipment are satisfactorily installed.

Upon receipt of written notice from CENTRAL SAN of any breach of warranty during the applicable warranty period, the affected item shall be redesigned, repaired, or replaced by CONTRACTOR and it shall perform such tests as CENTRAL SAN may require to verify that such redesign, repairs, and replacement comply with the requirements of the Contract. As to the redesigned, repaired, or replaced work, CONTRACTOR warrants such redesigned, repaired, or replaced work against defective design, materials, and workmanship for a period of one (1) year from and after the date of acceptance of such work. CENTRAL SAN reserves the right to require that CONTRACTOR perform such repair or replacement work.

CENTRAL SAN also reserves the right to make such repairs or replacements, if, within seven (7) calendar days after mailing of a notice in writing to CONTRACTOR and Surety, if any, CONTRACTOR shall neglect to make or undertake with due diligence the aforesaid repairs or replacements and that Surety, if any, does, within a reasonable time but not less than the time provided in the applicable bond, if one is provided therein, after mailing of a notice in writing of such negligence of CONTRACTOR shall neglect to make or undertake with due diligence the aforesaid repairs or replacements itself, provided, however, that in the case of an emergency where in the opinion of CENTRAL SAN delay would cause hazard to health or serious loss or damage, repair may be made without notice being sent to CONTRACTOR or Surety, and CONTRACTOR shall pay the cost thereof.

All costs, including manpower and materials incidental to such redesign, repair, replacement, and testing, including the removal, replacement, and reinstallation of equipment necessary to gain access and all other costs incurred as the result of a breach of warranty shall be borne by CONTRACTOR whether performed by CENTRAL SAN or CONTRACTOR.

Nothing in this section shall be construed to limit, relieve or release CONTRACTOR's, subcontractor's, and equipment supplier's liability to CENTRAL SAN for damages sustained as the result of latent defects in the equipment furnished caused by the negligence of the supplier's agents, employees or subcontractors.

GC-18 CONTRACTOR-FURNISHED DRAWINGS AND DATA

Acceptance by CENTRAL SAN of any drawings, method of work, or any information regarding materials and equipment CONTRACTOR proposes to furnish shall not relieve CONTRACTOR of its responsibility for any errors therein and shall not be regarded as an assumption of risks or liability by CENTRAL SAN, or its representatives, or any officer or employee thereof, and CONTRACTOR shall have no claim under the Contract on account of the failure or partial failure or inefficiency or insufficiency of any plan or method of work or material and equipment so accepted. Such acceptance shall be considered to mean merely that CENTRAL SAN has no objection to CONTRACTOR using, upon its own full responsibility, the plan or method of work proposed, or furnishing the materials and equipment proposed.

GC-19 PUBLICATIONS

No publications or advertisements concerning the subject matter of the Contract shall at any time be made by or on behalf of CONTRACTOR, its subcontractors, or suppliers, unless prior written authorization is obtained from CENTRAL SAN.

No advertising signs shall be erected at the site of the work.

GC-20 COOPERATION

There will be other contractors or forces of CENTRAL SAN working in the same area where work under the Contract will be performed. CONTRACTOR must anticipate that its work may be interfered with or suspended from time to time on account of the concurrent performance of work by CENTRAL SAN or other contractors, and CONTRACTOR shall fully cooperate with other contractors to avoid any delay or hindrance of their work. CENTRAL SAN may require that certain facilities be used concurrently by CONTRACTOR and other persons.

Should CONTRACTOR sustain any loss, damage, or delay through any act or omission of any other contractor or any subcontractor of any such other contractor, CONTRACTOR shall have no claim against CENTRAL SAN other than an extension of time, but shall have recourse solely to such other contractor or subcontractor.

GC-21 LIENS

If at any time any notices of lien are filed for labor performed or materials or equipment manufactured, furnished, or delivered to or for the work, CONTRACTOR shall at its own cost and expense, promptly discharge, remove, or otherwise dispose of the same, and until such discharge, removal, or disposition, CENTRAL SAN shall have the right to retain from any monies payable to CONTRACTOR an amount which, in CENTRAL SAN's sole judgment, it deems necessary to satisfy such liens and pay the costs and expenses, including attorneys' fees, of defending any actions brought to enforce the same, or incurred in connection therewith or by reason thereof.

GC-22 CLEANING UP

CONTRACTOR shall, at all times, keep the premises occupied by it and access to such premises in a neat, clean, and safe condition. Upon completion of any portion of any work, CONTRACTOR shall promptly remove all of its equipment, temporary structures, and surplus construction and other materials not to be used at or near the same location during later stages of work. Upon completion of any work and before final payment is made, CONTRACTOR shall, at its expense, satisfactorily dispose of all plant, buildings, rubbish, unused materials, concrete forms, and other equipment and materials belonging to it or used in the performance of work; and CONTRACTOR shall leave the premises in a neat, clean, and safe condition. If CONTRACTOR fails to comply with any of the foregoing, the same may be accomplished by CENTRAL SAN at CONTRACTOR's expense.

GC-23 POSSESSION AND OWNERSHIP OF DRAWINGS, SPECIFICATIONS, AND NOTES

All rights, title, royalties, and interest to all work product of CONTRACTOR resulting from its performance under this Contract, including software, systems, networks, drawings and specifications, data, reports, estimates, opinion, recommendations, summaries, and any other such information and materials as may be accumulated by CONTRACTOR in performing work under this Contract, whether complete or in progress, shall be vested in CENTRAL SAN, and none shall be revealed, disseminated, or made available by CONTRACTOR to others without prior consent of CENTRAL SAN. If this Contract is terminated, CONTRACTOR shall deliver such documents within two weeks of cancellation.

All dealings of the parties under this Contract shall be confidential and no report, data, information, or communication developed, prepared, or assembled by CONTRACTOR under this Contract shall be revealed, disseminated, or made available by CONTRACTOR to any person or organization other than CENTRAL SAN without the prior written consent of CENTRAL SAN.

CONTRACTOR shall immediately notify CENTRAL SAN in writing of any California Public Records Act request, subpoena, or other demand for inspection or production requiring CONTRACTOR to produce or disclose confidential, proprietary, private or other documents and things CONTRACTOR has in its possession, custody and/or control due or relating to work performed hereunder or this agreement, generally.

It is understood that CONTRACTOR's work product is prepared for the specific assignment at hand. Any reuse of said work products by CENTRAL SAN for an application other than reasonably contemplated by the assignment will be at CENTRAL SAN 's own risk. Any use by CENTRAL SAN of incomplete software, systems, drawings, specifications, or other related materials without the express written authorization of CONTRACTOR will also be at CENTRAL SAN 's own risk.

GC-24 CLAIMS

Should any clarification, determination, action or inaction by CENTRAL SAN, work, or any other event, in the opinion of CONTRACTOR, exceed the requirements of or not comply with Contract Documents, or otherwise result in CONTRACTOR seeking additional compensation in time or money or damages for any reason (collectively "Disputed Work"), then CONTRACTOR and CENTRAL SAN will make good faith attempts to resolve informally any and all such issues, claims and/or disputes. Before commencing the Disputed Work, or within seven (7) calendar days after CONTRACTOR's first knowledge of the Disputed Work, whichever is earlier, CONTRACTOR shall file a written notice and cost proposal for the Disputed Work with CENTRAL SAN stating clearly and in detail its objection and reasons for contending the work or interpretation is outside the requirements of Project Documents. If a written notice and cost proposal for Disputed Work is not issued within this time period, or if CONTRACTOR proceeds with the Disputed Work without first having given the notice required by this paragraph, CONTRACTOR shall waive its rights to further claim on the specific issue.

CENTRAL SAN will review CONTRACTOR's timely notice and cost proposal for Disputed Work and provide a decision. If, after receiving the decision, CONTRACTOR disagrees with it or still considers the work required of it to be outside of the requirements of Project Documents, it shall so notify CENTRAL SAN, in writing, within seven (7) calendar days after receiving the decision, by submitting a notice of potential claim, stating that a formal claim will be issued. Within thirty (30) calendar days of receiving the decision, CONTRACTOR shall submit its claim in the form specified herein and all arguments, justification, cost or estimates, schedule analysis, and detailed documentation supporting its position. CONTRACTOR's failure to furnish notification within seven (7) calendar days and all justifying documentation within thirty (30) calendar days will result in CONTRACTOR waiving its right to the subject claim.

Claim Format: CONTRACTOR shall submit the claim justification in the following written format:

Cover letter and certification;

Summary of claim, including underlying facts, entitlement, schedule analysis, quantum calculations, Project provisions supporting relief;

List of documents relating to claim including Specifications, Drawings/Plans clarifications/requests for information, schedules, notices of delay, cost calculations and any others;

Chronology of events and correspondence:

Analysis of claim merit;

Analysis of claim cost; and Attach supporting documents referenced above.

GC-25 DISPUTES

CONTRACTOR shall continue its work throughout the course of any dispute, and CONTRACTOR’s failure to continue work during a dispute shall be a material breach of the Contract Documents. Public Contract Code Section 9204 specifies provisions on resolving contract disputes of any size, and Public Contract Code Section 20104, et seq., specifies required provisions on resolving contract disputes less than $375,000. Those statutes constitute a part of this Contract. In the event any other Contract provision violates such statutes, the applicable statute controls.

GC-26 EXECUTION; VENUE; LIMITATIONS

The Agreement shall be deemed to have been executed in City of Martinez, California.