f8k0210ex10xvi_envision.htm


    
      Exhibit 10.16

       

       

       

      
        	 	
                Chevron
      Energy Solutions Company.

                a division of Chevron U.S.A.
      Inc.

                 

                Chevron ES Project # DWCES-31912-320

                Chevron ES Contract #:4012

                Chevron ES Service Order #:      

              


      

       

    

    WORK
ORDER #03

    FOR
ENGINEERING SERVICES

     

    


    
    

     

    
      	Consultant: Envision
      Solar International, Inc.	
              Consultant
      Address:    4225 Executive
      Square, 

              Suite
      1000, La Jolla, CA 92037

            
	 	 
	Consultant
      Phone:858-768-5153	 
	 	 
	
              Work
      Order Amount:  Not-to-Exceed
      $211,350     

              (which
      shall include all applicable taxes pursuant to Section 5 of the
      Contract)

              Bond
      Required:    No

            	 Retention:     0%
	 	 


    

     

    The
Consulting Services Agreement ("Contract") entered into on October 23, 2008 by
and between Chevron Energy
Solutions Company, a division of Chevron U.S.A. Inc. ("Company") and
Consultant is hereby amended on this date, December 16, 2008 by this Work Order
which is fully incorporated into the Contract as follows:

     

    A.   SCOPE OF
WORK:

     

    
      	
               
      

            	
              I.

            	
              Services
      to be Provided. Consultant and the Company agree that the work to
      be done hereunder
      (hereinafter referred to as the "Work") by Consultant is as
      follows:

            


    

     

    Provide
all labor, materials, and services necessary to provide professional engineering
design and specification services for the required scope of work as described in
Exhibit A at Los
Angeles CCD Southwest College ("Customer") site.

     

    Deliverables.
Deliver complete design, specification (based on CSI2004) and DSA
submittal package for Photovoltiac parking structure canopy, roof mounted,
building elevation façade, side walks, amphitheatre and green zone area based on
solar world PV model 230 panel at Los Angeles Southwest College. Assist with the
DSA approval process. Lead the coordination for RFI, submittals, specifications,
DSA forms and DSA approval.

     

    B.   SCHEDULE:

     

    Consultant
shall commence Work upon receipt of executed Work Order and Company's receipt of
a current Certificate of Insurance as required pursuant to EXHIBIT B. In addition, the Work
shall not commence until Subcontractors' receipt of a Notice to Proceed from
Company for each step of the work (i.e., 10%, 50% and 100% of work), and
shall complete performance of its Work no later than December 30, 2009 and
according to the schedule milestones as described in Exhibit A unless otherwise
directed by the Company in writing. Consultant will meet with the Company
regularly to keep the Company informed of the progress of his
activities.

     

    C.   COMPENSATION:

     

    In total
consideration of the services described herein to be furnished and provided by
Consultant:

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                I. 

              	
                The
      Work Order Amount to be paid by the Company to Consultant is listed above.
      The Work Order Amount is a fixed not-to-exceed price, and includes all
      Reimbursable Expenses. Prior to its first monthly requisition, Consultant
      shall submit a detailed cost breakdown showing the subdivision of the Work
      Order Amount into its various
parts.

              


      

       

      
        	
                II. 

              	
                Reimbursable
      expenses mean the actual, direct, out-of-pocket costs incurred for coach
      air travel (when such travel is requested by the Company), car rental,
      lodging, meals, mileage, tolls, parking, phone calls, copying, etc.
      Company shall reimburse consultant in the full amount to the extent that
      said expenses appear to be reasonable and have been approved in advance by
      the Company. Any expenses or costs incurred shall be charged at actual
      cost without markup. Original receipts must be provided to obtain
      reimbursement.

              


      

       

      
        	
                III.

              	
                Consultant
      shall prepare and present to the Company, monthly, an original invoice on the
      attached form for services rendered and approved costs incurred as
      provided herein. Within forty-five (45) days of Company's receipt and
      approval of Consultant's invoice, the Company shall pay Consultant the
      amount, minus retention, therefore in U.S.
  dollars.

              


      

       

      Send all
invoices to:

       

      Chevron
Energy Solutions Company 

      2929
E. Imperial Highway, 

      Suite
200 Brea, CA 92821

      Attn:
Steve Pelaseyed

       

      
        	
                IV. 

              	
                Since
      Consultant is not an employee of the Company, Consultant is not entitled
      to participate in any benefit programs provided by the Company. The
      Company will not provide consultant with office space, telephone, or
      secretarial services, except on a temporary basis, as related to a
      specific project assignment and for the Company's own convenience. Work
      hours and work location shall be separately determined for each individual
      assignment.

              


      

       

      
        	
                V. 

              	
                No
      overtime shall be performed on the services hereunder nor shall any claim
      therefore be valid, unless the same shall have been authorized in writing
      by the Company prior to the performance thereof. Overtime which does not
      result in any extra charge to the Company may be authorized orally. As
      used in this section, overtime is all time in excess of eight hours per
      person per day or in excess of forty hours per person per week and any
      other time for which a rate higher than a straight time rate will be
      charged to the Company pursuant to this Work
  Order.

              


      

       

      
        	
                VI. 

              	
                No
      payment to Consultant will be authorized until Company receives a Payment
      and Performance Bond (if required) and a current Certificate of Insurance
      and any required lien releases (Exhibit
    C).

              


      

       

      After a
one-week review period by the Company and the Owner, Consultant shall complete
final documents within one week of receipt of the Company's and Owner's
comments. Consultant shall provide all printing/copying/binding
services.

       

      If
additional services are required beyond the scope of this document, Consultant
shall provide such additional services on a time and materials basis at the pre
approved hourly rate.

       

      NOTE:
Hourly fee shall include overhead, profit, administration costs, etc. This
breakdown shall be used for checking Consultant's monthly requisition for
payment and for potential work scope reduction or addition (via a Change Order
to this Work Order) if needed. This estimate breakdown shall be subject to the
Company's approval and shall be used as a guide only and shall not be binding on
the Company. The balance of the Work Order Amount shall be paid to Consultant
upon:

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                ·  

              	
                  
      Satisfactory completion of all Consultant's Work including record drawings
      and O&M data;

              


      

      
        	
                ·  

              	
                  
      Acceptance thereof by the Company and the Owner, in
    writing;

              


      

       

      No
payment to Consultant shall operate as an approval of Consultant's
Work.

       

      D.   CONSULTANT
INFORMATION:

       

      Key
Contact                                 Mariana Moncada
AIA                                                              Phone:
858-768-5153

       

      E.   CONSULTANT
OBLIGATIONS:

       

      
        	
                 
      

              	
                I.

              	
                Responsibilities.
      Consultant agrees to furnish and pay for all materials, labor,
      services, equipment,
      tools, appliances, licenses, taxes, permits, and everything necessary for
      the proper
      completion of the Work described in Section A hereof. Consultant agrees to
      be bound to the Company by all of the terms of the agreement between the
      Company and the Owner as it relates to the Work set out in Section A
      hereof.

              


      

       

      
        
          	
                   
      

                	
                  II.

                	Site Visitation and
      Layout Responsibility. The Consultant represents and
      warrants that it has thoroughly familiarized itself with the complete
      scope of work and construction schedule for this project and has
      completely investigated all aspects of the Work and the work of other
      trades. The Consultant acknowledges that it has visited the Project site
      and visually inspected the general and local conditions which could affect
      the Work. Any failure of the Consultant to reasonably ascertain from a
      visual inspection of the site, the general and local conditions which
      could affect the Work, will not relieve the Consultant from its
      responsibility to properly complete the Work without additional expense to
      the Company. The Consultant shall lay out and be strictly responsible for
      the accuracy of the Work and for any loss or damage to the Company or
      others by reason of the Consultant's failure to set out or perform its
      Work correctly. The Consultant shall exercise prudence so that the actual
      and final conditions and details of its Work shall result in alignment of
      finish surfaces.


        

      

       

      
        
          	
                   
      

                	
                  III.

                	Safety.
      Consultant and its subcontractors, if any, shall work safely
      at all times while at Customer's facilities. Consultant shall provide
      adequate training and supervision to ensure that its employees and
      subcontractors work safely. If the job cannot be done safely, Consultant
      shall stop work immediately and notify Company. Also, Company may stop
      work if it deems that Consultant is doing the work in an unsafe manner.
      Consultant shall not restart work until the work can be done safely.
      Consultant shall not be entitled to additional compensation or an
      extension of time if work is stopped due to unsafe conditions. Consultant
      and its subcontractors, if any, will comply with all of Customer's safety
      procedures and protocols, as well as local, state, and federal safety
      codes and requirements, including OSHA. Prior to starting construction,
      Consultant will provide Company with a written copy of its Injury and
      Illness Prevention Plan for review. Any lost time accident sustained by
      any of Consultant's employees, or Consultant's subcontractors' employees,
      shall be reported to the Chevron ES Safety Manager within 24 hours (Gary
      Nelson, Phone Number 651-905-5740, Fax Number
651-905-5701).


        

      

       

      F.    OTHER:

      Consultant
shall adhere to the insurance and any other applicable requirements as set forth
in the Design Build Finance Agreement between Los Angeles Community College
District Southwest College and Company and attached as Exhibit B.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      Upon
execution of this Work Order, it shall become part of and subject to all the
terms and conditions of the Contract, to which this Work Order shall be
attached. All other terms and conditions provided in the Contract remain
unchanged.

       

      IN
WITNESS WHEREOF, the duly authorized representative of each of the parties
hereto has executed this Work Order in duplicate originals to be effective as of
December 16, 2008.

       

      
      

       

      
        	Envision
      Solar International, Inc.	 	
                CHEVRON
      ENERGY SOLUTIONS COMPANY, 

                a
      division of Chevron U.S.A. Inc.

                 

              	 
	By:	  /s/ Mariana
      Mencada	By:	 	 
	 	     (Signature)	 	     (Signature)	 
	
                Print

                Name:

              	
                 

                Mariana
      Mencada

              	Print 

                Name:

              	 	 
	 	 	 	 	 
	Title:	Senior
      Architect	Title:	 	 


      

       

       

      William Brockenborough

      General Manager - Operations

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      EXHIBIT
A

       

      1. Ownership
of Documents

       

      All
documents provided by the Company, at any time, will remain the property of the
Company and are to be returned to the Company upon request. All documents
prepared by Consultant under this Work Order shall be the property of the
Company. The Company agrees to indemnify, defend, and hold the Consultant
harmless and releases the Consultant from any liability or claims arising out of
the use of the documents for any project other than the project contemplated in
this Work Order.

       

      2. Required
Services

       

      Develop
design package based on solar world model 230 carport structures, roof mounted,
building elevation façade, side walks, amphitheatre and green area for complete
DSA approval as outlined in scope of work below.

       

      Other
Requirements:

       

      
        	
                A.    
       

              	
                A
      primary consideration for the Consultant throughout this project shall be
      minimizing construction costs. Consultant shall, if consistent with sound
      professional practices, reuse existing equipment and materials wherever
      practical and in good condition. Arbitrary replacement of existing
      equipment or materials without due diligence in investigating viability of
      reusing existing equipment or materials is unacceptable. Consultant shall
      carefully consider placement of equipment to minimize conduit and piping
      lengths.

              


      

       

      
        	
                B.    
       

              	
                Consultant
      shall accurately identify all obstacles to moving large equipment into
      place and shall identify temporary or permanent relocation of such
      obstacles on the drawings.

              


      

       

      
        	
                C.    
       

              	
                Consultant
      shall clearly mark with spray paint during a site visit all asbestos and
      other hazardous materials to be removed as a result of his
      work.

              


      

       

      
        	
                D.    
       

              	
                Consultant's
      specifications shall be up-to-date. Utilization of outdated standards or
      specifications, or specification of discontinued equipment, is
      unacceptable.

              


      

       

      
        	
                E.    
       

              	
                All
      assumptions made by Consultant which can materially affect installation
      costs shall be clearly
      stated in writing prior to completing plans and
      specifications.

              


      

       

      
        	
                F.     
      

              	
                If
      Consultant determines that a substantial deviation is required or
      recommended from the indicated scope of work, Consultant shall notify the
      Company in writing as soon as possible upon this
      determination.

              


      

       

      
        	
                G.    
       

              	
                The
      Consultant will perform his or her services with due and reasonable
      diligence consistent with sound professional practices, providing adequate
      staff and experience to complete the project to meet the intent of the
      Company's scope of work. Should the consultant discern that the schedule
      will not be met for any reason, he or she shall so notify the Company as
      soon as practically possible.

              


      

       

      
        	
                H.    
       

              	
                If
      additional construction costs are incurred due to omissions or negligence
      by Consultant, the Consultant shall provide the additional services
      necessary to design the necessary changes for no additional fee. Hidden
      conditions are not considered omissions or negligent acts. If additional
      construction costs are incurred due to an error, omissions, or a negligent
      act by Consultant, the additional cost shall be born by the Consultant or
      their insurance carrier.

              


      

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                I.     
       

              	
                Consultant
      shall design the modifications to the existing systems and the
      installation of new equipment and systems utilizing new equipment and
      materials equivalent to Owner's existing
  standards.

              


      

       

      
        	
                J.     
       

              	
                All
      critical dimensions shall be verified by the Consultant. Drawings provided
      by Company or Owner shall not be assumed to be correct for critical
      dimensions. Notes requiring Subcontractor to verify critical dimensions
      shall be unacceptable.

              


      

       

      
        	
                K.    
       

              	
                Control
      valves shall be included in the Consultant's designs and
      specifications.

              


      

       

      
        	
                L.    
       

              	
                The
      Work Order Amount for Consultant's Work shall include costs for any
      required structural engineering
work.

              


      

       

      
        	
                M.   
     

              	
                Consultant's
      drawings shall clearly indicate any existing obstacles requiring a less
      than optimal pipe or duct routing, equipment location, etc. to the extent
      possible by review of the drawings and performing a field survey of the
      existing conditions. Conditions that exist and are not obvious without
      demolition of existing structure or wall shall be considered hidden
      conditions.

              


      

       

      
        	
                N.    
       

              	
                Validity
      of reusing versus replacing existing air handlers, pumps, etc. shall be
      based on field measurements. Measurements shall be performed by the
      Consultant. Assuming original design conditions are still valid shall be
      unacceptable.

              


      

       

      
        	
                  O.       
      

              	
                Any
      additional work beyond the scope of this document which results in
      increased compensation to the Consultant must be authorized in writing,
      prior to performing the work.

              


      

       

      
        	
                P.     
       

              	
                Consultant's
      professional services shall be performed with the degree of skill and care
      as is consistent with the degree of reasonable and ordinary skill and care
      currently and commonly exercised by a reputable member of the design
      profession in the state in which the project is located under the same or
      similar circumstances.

              


      

       

      
        	
                Q.    
       

              	
                Work
      will be invoiced on a monthly basis using the actual time and expenses
      spent on the project to date. All expense charges must be substantiated
      with receipts. All invoices must be substantiated, if required, with time
      sheets for all personnel assigned to the
  project.

              


      

       

      
        	
                  R.       
      

              	
                All
      Work must be prepared or supervised by a licensed Professional Engineer
      that is registered in the State where the installation is to occur. Design
      drawings and specifications shall be stamped and signed by the registered
      Professional Engineer.

              


      

       

      3.                
Communication

       

      Unless
specifically otherwise authorized, all communication from the Consultant on this
project shall be through the Company. There shall be no communication directly
between the Consultant and the Owner or Subcontractors unless specifically
authorized in writing by the Company.

       

      4.                 Confidentiality

       

      Consultant
agrees that any data obtained as the result of this Work Order is confidential
and remains the property of the Company. Consultant also agrees that it will
not, during the term of this Work Order or subsequent to the expiration or
termination thereof, disclose to any third party any information which
Consultant acquired from or about the Company (or any of its affiliates) or its
plans or operations, as a result of the confidential relationship created
herein, and Consultant shall not use for its own benefit any of such
information.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      SCOPE
OF WORK

       

      The basic
intent of this Work Order is to retain a design consultant as a single source to
perform all or specified design services and to manage the design development
phase of the outlined scope of work with minimum input, other than review and
approval, from the Company's staff. The following items are to be included in
the scope of work

       

      Consultant
shall work with Company, to provide the required system ADA, Architectural
design, leading coordination effort among all other consultants related to this
specific scope of work and survey as well as project management assistance.
Consultant will prepare construction documents in accordance with DSA, Customer
and Company's design requirement.

       

      The
project scope is as follows:

      
        	
                1)  

              	
                Visit
      site to analyze project
constraints.

              


      

      
        
          	
                  2)  

                	Interdisciplinary coordination with Company nd its
      consultants.


        

      

      
        
          	
                  3)  

                	Organization of project plans and
specifications.


        

      

      
        	
                4)  

              	
                Architectural
      design, specifications (based on CSI 2004(, and PV module layouts based on
      Solar World 230 and/or what Company provides as module specification to
      Consultant.

              


      

      
        	
                5)  

              	
                Structural
      engineering design.

              


      

      
        	
                6)  

              	
                Obtain
      DSA, local fire department, and any other required government
      approval.

              


      

      
        	
                7)  

              	
                Lead
      overall team effort in order to achieve DSA
  approval.

              


      

      
        	
                8)  

              	
                Coordinate
      technical requirement.

              


      

      
        	
                9)  

              	
                Compliance
      with ADA access requirements where applicable. Submit hard copies aand
      electronic copies on CD of all drawings (Autocad 2007 and PDF files
      formats) to Company. Drawings will be prepared utilizing backgrounds
      provided by Company. If backgrounds are not available, Consultant will
      create them.

              


      

      
        	
                10)  

              	
                Prepare
      documents for DSA review.

              


      

      
        	
                11)  

              	
                Coordinate
      with Magdelan and others to expedite DSA review / back check/ and final
      approval

              


      

      
        	
                12)  

              	
                Assist
      all consultants with CSI2004
specifications

              


      

      
        	
                 
      13) 

              	
                 Construction
      Administration Support i.e. relevant submittal review, RFIs, construction
      questions, forms, etc. throughout the construction
  period.

              


      

      Attractive
and innovative PV systems designs for the areas toured during the November 3,
2008 site visit and area laid out on the PV-01 sheet for Southwest College,
including:

      
        	
                a)  

              	
                Roof
      top solar design.

              


      

      
        	
                b)  

              	
                Amphitheatre
      solar trees. Three rows of tree;like structures surrounding the amphitheatre.

              


      

      
      

      
        	
                c)  

              	
                Two
      walkway areas running east west; one on the west side of the campus near
      the student services activities center and one on the east side of the
      campus near the Northeast quadrant
parking.

              


      

      
        	
                d)  

              	
                A
      cluster of solar trees in the common area near the Cox
      building.

              


      

      
        	
                e)  

              	
                Solar
      rows along the top of the existing parking garage near the track and
      field.

              


      

      
        	
                f)  

              	
                BIPV
      (Building Integrated Photovoltaic) at four locations on
      campus:

              


      

      · Perimeter
of mechanical area screen on the lecture lab building

      · South
façade of the gymnasium

      · South
façade of the lectures lab building, applied to existing steel
structure

      · South
façade of technical education

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      


       

      Schedule of Work
Milestone

      Project
documentation/DSA submittal by March 9, 2009

      DSA
review and approval estimated for eight weeks (i.e., May 9, 2009)

      Support
construction project through final completion of Parking Lot 3 and 1, which is
estimated at December 30, 2009.

      
        	
                Fee
      Breakdown

              	 	 	 
	
                10%
      concept design submittal

              	 	$	21,135	 
	
                50%
      design submittal

              	 	$	84,540	 
	
                100%
      design submittal

              	 	$	42,270	 
	
                DSA
      and Public Agency Sign-Off

              	 	$	10,567.50	 
	
                Project
      Construction Support

              	 	$	10,567.50	 
	
                Total
      project fee is

              	 	$	211,350	 


      

       

      The
consultant shall work based on the 10%, 50% and 90% design process. Each step of
the process requires a written "Notice to Proceed" from the Company's Project
Manager Steve Pelaseyed prior to proceeding to the next level. The intention is
to use the 10% conceptual design for customer approval and create a balance
between production and approval process.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
       

      EXHIBIT
B

       

       

       

      DESIGN-BUILD-FINANCE
AGREEMENT

      FOR

      THE
LOS ANGELES SOUTHWEST COLLEGE

       

      Between

       

      LOS
ANGELES COMMUNITY COLLEGE DISTRICT

       

      and

       

      CHEVRON
ENERGY SOLUTIONS COMPANY, A DIVISION OF CHEVRON U.S.A., INC.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    SECTION 6  
SUBCONTRACTORS AND SUBCONSULTANTS

     

       A.       Licenses.  Each Subcontractor and
Subconsultant shall be properly licensed as required by Applicable Laws to
perform the portion of the Work assigned to it to perform.

     

       B.       
Competitive
Bidding.To the
extent required by Applicable Laws. all Subcontractors and Subconsultants shall
be selected by means of a competitive selection or bidding process that complies
with all Applicable Laws (including, without limitation, the provisions of the
California Public Contract Code applicable to California Community College
Districts) the District's Community Economic Development Program and the
District's Policy on Local, Small and Emerging Businesses. Contractor will
thoroughly investigate the qualifications and experience of all proposed
first-Tier specialty trade subcontractors and
subconsultants, including, without limitation, any factors relevant to
bidder experience, skill, safety record, past history of defaults and financial
responsibility. Contractor shall not subcontract. and shall disqualify from
working on the Project, any individual or firm: (1) that is
debarred from contracting with the District, any local agency in the
State of California, any agency or department of the State of California or the
federal government; or (2) that is not properly licensed or has an existing
unsatisfied judgment entered against it arising from a violation of the
Applicable Laws pertaining to licensing of
contractors; or (3) as to which there exists reasonable evidence that the
individual or firm is not qualified or Is unfit to perform, or (4) that has an
average experience modifier over the prior five (5) years of greater than 1.24.
All information obtained by Contractor in the course of its performance of its
obligations under this Part B shall be provided to District upon
request.

     

       C.      Third-Party
Rights.There is no intent on the part of District or Contractor to
create any rights (including, without limitation, third-party beneficiary
rights) in favor of any Subcontractor and against District and nothing contained
in the Contract Documents and no course of conduct, act or omission on the part
of District shall be construed as creating a direct or indirect contractual
obligation on the part of District to any Subcontractor, Subconsultant or other
third party.

     

       D.       
Substitutions.Contractor
shall comply with
all Applicable Laws in respect to substitution of any Subcontractor with
another Subcontractor. All substitute Subcontractors shall be selected through a
competitive bidding process that complies with the requirements of this
Contract. Any request by Contractor to substitute a Subcontractor will be
considered only if such request is in strict conformity with California Public
Contract Code Sections 4100 et seq. commonly known as
the Subcontracting and Subletting Fair Practices Act, which Sections are
incorporated herein by reference. Neither approval nor disapproval of a
request for substitution shall give rise to any right on the part of Contractor
to an
adjustment of the Contract Sum or Contract Time.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

       E.               
Communications.Upon
written request to Contractor, District shall have the right, without
interfering with nor directing their performance, to communicate with the
Subcontractors and Subconsultants with respect to matters that are related to
Contractor's pen fth mance of its
obligations under the Contract Documents. Contractor shall be
provided with a copy of all such written communications.

     

       F.                
Written
Agreements. By written agreement
Contractor shall require each Subcontractor and Subconsultant, to The
extent of the Work to be performed by the Subcontractor or Subconsuttant, to
be
bound to Contractor by terms of the
Contract Documents and to assume toward Contractor
all the obligations and responsibilities which Contractor, by the
Contract Documents, assumes toward the District. Each such agreement shall
preserve and protect
the rights of District under the Contract Documents with respect to the Work
to be performed by the
Subcontractor or Subconsultant so that subcontracting
thereof will not prejudice such rights. Without limitation to the
foregoing, such agreements shall
require the Subcontractor or Subconsultant to consent to the contingent
assignment of the subcontract agreement to District as provided hereinbelow, and
to
participate in and be bound to the same extent as Contractor by the
dispute resolution processes applicable to resolution and determination of
Claims under this Contract. Contractor shall, promptly after their execution,
furnish to District for its information a copy of the standard form of agreement
that it proposes to use with its Subcontractors and Subconsultants. Contractor
shall provide and promptly update as and when new information Is available a
complete list of the names and addresses of all Subcontractors and
Subconsultants. All written agreements with Subcontractors and Subconsultants
shall contain provisions specifying that the Contractor shall have the right to
terminate such agreements upon notice of
termination of this Agreement by the District, without further obligation
by District or Contractor (other than for paying for services and materials
incorporated into the Project prior to District's notice of
termination).

     

       G.       
Contingent
Assignment.Contractor hereby
assigns to District, or to such person or entity as
District, In its discretion, designates, all its interest in both (1) its contracts with
first-Tier
Subcontractors and Subconsultants now or hereafter entered into by Contractor
for performance of any part of the Work; and (2) it's rights as principal under
each performance bond furnished by each first-Tier Subcontractor. Such
assignment will be effective only as to those contracts which District or its
designee accepts in writing. District's and its designee's sole payment
obligation in the event it accepts such assignment shall be to pay in accordance
with the terms of such contract for the Work performed after District's or its
designee's acceptance of such assignment.

     

        H.              
Prompt
Payment.Contractor shall promptly pay all amounts payable
to the Subcontractors and Subconsultants. Contractor shall remain responsible,
notwithstanding the exercise by District of any right in accordance with the
terms of the Contract Documents, to promptly satisfy from its own funds
undisputed amounts that are due to all the Subcontractors and Subconsultants who
have performed Work.

     

        I.                 
Responsibility.Contractor
shall, at all times, be fully responsible for the acts and/or omissions of its
Subcontractors and. Subconsultants and their employees and agents.
Notwithstanding the foregoing, District shall have the right, without thereby
assuming any responsibility or obligation, to monitor the employment and other
activities of Contractor and the Subcontractors or Subconsultants for compliance
with the terms of the Contract Documents; provided, however, that in doing so
District shall not interfere with or direct the performance of Work by any
Subcontractor or Subconsultant. Nothing in the Contract Documents and no course
of conduct by District shall be interpreted as creating or implying any
contractual relationship between District and any Subcontractor, Subconsultant
or other person or entity other than Contractor nor as creating or implying the
existence of any obligation on the part of the District to pay, or to be
responsible for the payment of, any sums to any Subcontractor, Subconsultant or
person or entity.

     

       J.       Permits.At Contractors own
expense, Contractor will obtain or renew and deliver to District all permits,
license, inspections and approvals of Governmental Authorities relating to
design, construction or occupancy of the Project (including, without limitation,
DSA permits and plan check fees) and shall
obtain and pay for any annual operating permits that may be required
following Final Completion of the entire Project.

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

       SECTION 14    CEQA
COMPLIANCE

     

    In
accordance with Government Code Section 5956.6(b)(1), prior to any project
development, the Parties shall take all actions necessary to comply with the
California Environmental Quality Act, Division 13 (commencing with Section
21000) of the Public Resources Code.

     

        SECTION
15    TERMINATION OF CONTRACT

     

       A.          TERMINATION
FOR CONTRACTOR BREACH.

     

    
      	 (1)      
    	If
      the Contractor refuses or fails to prosecute the construction of the
      Project, Work, or any part of either, with such diligence as will ensure
      its completion within the Contract Time as adjusted pursuant to this
      Contract, or fails to complete the Project, Work, or any portion of either
      within the Contract Time, or if the Contractor should be adjudged
      bankrupt, or if Contractor-should make a general assignment for the
      benefit of its creditors, or if a receiver should be appointed on account
      of its insolvency, or the Contractor or any of its Subcontractors or
      Subconsultants should violate any of the provisions of this Contract, the
      District may serve written notice upon the Contractor and its Surety of
      the District's intention to take over and/or terminate this Contract, the
      Work or any portion of either. This notice of intent to take over and/or
      terminate shall contain the reasons for such intention to and a statement
      to that effect that the Contractor's right to perform shall cease and
      terminate upon the expiration of ten (10) Days unless the circumstances
      giving rise to such notice have ceased and/or, been corrected in a manner
      satisfactory to the District.


    

     

    
      	 (2)      
    	If a
      Performance Bond has been issued for the Work then notice of take over
      and/or termination shall be also given to the Surety. In order for Surety
      to be entitled to take over the Work itself or through its contractor, the
      Surety shall: (1) give the District written notice of Surety's intention
      to take over and commence performance of this Contract within (15) Days of
      the District's service of said notice of intent to terminate upon Surety,
      and (2) actually commence performance of this Contract within thirty (30)
      Days of the District's service of said notice upon
  Surety.


       

    

    
      	 (3)      
    	In the event that
      the District elects to take over and/or terminate, then, without
      limitation to District's other rights under Applicable Laws: (a) the
      District may, without liability for so doing, take possession of and
      utilize in completion of the Work such materials, appliances, plants and
      other property belonging to the Contractor and its Subcontractors that are
      on the Site and reasonably necessary for such completion; (b) Surety and
      Contractor shall be jointly and severally liable to the District for any
      resulting Loss to the District; and (c) District shall have the right,
      without duplication and in addition to its other rights and remedies under
      this Contract or Applicable Laws, to withhold any payment to Contractor
      and/or by Unilateral Change Order to reduce the Contract Sum by the amount
      of any Loss resulting from Contractor's breach.
  


       

      
        	 (4)  
          	
                In
      the event that District elects to take over or terminate the Work or
      Contractor, then Contractor's right to payment for
      the portion of the Work completed in accordance with the terms of
      the Contract Documents shall be limited to the amounts set forth in
      Section 15, C, (3), below.

              


         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	 (5)  
          	In the event that
      District elects to take over or terminate in accordance with this Section
      15, A, then Contractor shall, without limitation to any of its other
      obligations under the Contract Document, comply with the requirements of
      Section 15, C, (1), below.


        

      

    

     

        B.          Termination
by District for Convenience.

     

    
      	 (1)  
          	
              The
      District may terminate the Project, Work or this Contract, in whole or,
      from time to time, in part, if the District determines that a termination
      is in the District's interest.

            


    

     

    
      	 (2)  
          	
              Such
      termination for convenience shall be effective upon delivery to the
      Contractor of written notice specifying that the termination is for the
      convenience of the District, the extent of termination, and the effective
      date of such termination.

            


    

    
       

      
            C.          Obligations
of Contractor Upon Termination (for Cause or Convenience) by
District.

         

        
          
            	 (1)  
          	After receipt of
      notice of termination by District, and except as otherwise directed by the
      District's representative, the Contractor shall, regardless of any delay
      in determining or adjusting amounts due, if any, to Contractor,
      immediately proceed with the following
obligations:


          

        

         

        
          	
                  (a) 

                	
                  Stop
      Work as specified in the District's
notice.

                


        

         

        
          	
                  (b) 

                	
                  Complete
      any Work specified in the notice to be continued by Contractor in
      accordance with the Contract
Documents.

                


        

         

        
          	
                  (c) 

                	
                  Leave
      the Site and in a safe and sanitary manner such that it does not pose
      any threat to the public health or
  safety.

                


        

         

        
        

        
          	
                  (d) 

                	
                  Provide
      to District, in writing, no later than two (2) Days after request by
      District, a statement: (1) listing all subcontracts, purchase orders and
      contracts between Contractor and each Subcontractor and Subconsultant that
      are outstanding, as well as any change orders, amendments and
      modifications thereto; (2) of the status of invoicing, payments and
      balance owing under each such subcontract, purchase order and contract;
      (3) of the status of performance and any claims asserted under each such
      subcontract, purchase order and contract; and (4) such other information
      as District may determine necessary in order to decide whether to accept
      assignment of any such subcontract, purchase order or
      contract;

                


        

         

        
          	
                  (e) 

                	
                  promptly
      following and in accordance with District's written direction: (1) .-asOrt'Ito
      District or its designee those subcontracts, purchase orders or
      contracts,
      or portions thereof, between Contractor and a Subcontractor or
      Subconsultant that District elects to accept by assignment; (2) cancel, on
      the most favorable terms reasonably possible, any subcontract, purchase
      order or contract, or portion thereof, that District does not elect to
      accept by assignment; and (3) if requested by District, settle, with the
      prior written approval of District of the terms of settlement, all
      outstanding liabilities to Subcontractors with respect to the Work
      terminated or discontinued.

                


        

         

        
          	
                  (f) 

                	
                  Place
      no further subcontracts or orders, except as necessary to complete
      the continued portion of the Contract, Project or
    Work.

                


        

        
           

          
            
              	 (2)  
          	
                      Termination
      or take over of the Contract or Work by District for cause shall not
      relieve the Surety of its obligations under the Performance Bond and
      Payment Bond.

                    


            

          

           

        

      

      
         

      

    

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

        SECTION
16    MAINTENANCE OF RECORDS; AUDIT

    
       

          A.    The Contractor, and
any Subcontractors and Subconsultants, shalt keep or cause to be kept true and
complete books, records, and accounts of alt financial transactions In the
course of its activities and operations related to the Project. These documents
may Include sales slips, invoices, payrolls, personnel records, requests for
payment, and other data relating to all matters covered by the Contract
Documents. At all times during and for four (4) years following the expiration
of the Term of this Contract the
Contractor, and any Subcontractors and Subconsultants, shall retain such data
and records. Contractor shall make available for inspection and/or copying by
District (at District's expense) at its principal place of business all
requested data and records at any time during normal business hours, and as
often as the District deems necessary. Upon explratkm of the Term of this
Contract, if requested by District and upon receipt of payment for the same.
Contractor shall provide District with one (1) complete copy of all books,
records and accounts of all financial transactions in the course of its
activities and operations related to the Project. Without limitation to
District's other rights or remedies under Applicable Laws, failure to make
requested records available for audit by the date requete.d witi constitute
grounds for termination by District of this Contract for cause

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

        
          
                SECTION
17    LABOR COMPLIANCE PROGRAM AND PROJECT LABOR
AGREEMENT


          

          
            	
                    A.     
       

                  	
                    Contractor
      and all the Subcontractors and Subconsultants shall at all times comply
      with the requirements of the Project Labor Agreement. Contractor shall
      include, and shall require the Subcontractors to include, contractual
      provisions in all contracts they enter into for the performance of the
      Work, requiring each Subcontractor, of every Tier, who furnishes any labor
      for the performance of Work, to comply with the provisions of the Project
      Labor Agreement at no additional cost. Any requirement currently set
      forth in, or hereafter developed, adopted or implemented pursuant to the
      terms of the Project Labor Agreement, that Is applicable to the Project,
      that is not set forth herein or that is by mistake incorrectly stated,
      shall be deemed to be inserted in the Contract and shall be read and
      enforced as though it were included herein; and, if through mistake or
      otherwise any
      such requirement is not inserted or if inserted and requires correction,
      then upon request of either Party this Contract shall forthwith be amended
      by Modification to make such insertion or correction. In the event of a
      conflict between the Project Labor Agreement
      and the provisions of the Contract Documents, the Project Labor Agreement
      shall control.

                  


          

           

          
            	
                    B.      
       

                  	
                    Pursuant
      to California Labor Code Section 1771.7, District has implemented and
      shall enforce Labor Compliance Program that has been established for the
      Project A pre-construction conference will be held for the benefit of Contractor
      and the SuboOntractors and Subconsultants to discuss labor
      requirements of the Labor Compliance Program that apply to the Project at
      which attendance by Contractor is mandatory. The Labor Compliance Program
      includes, without limitation, provisions requiring Contractor to comply
      with the prevailing rates of wages, maintenance and submission of weekly
      certified payroll records, employment of apprentices and, compliance with
      legal hours of work, and debarment Contractor shall post *Notice of
      Initial Approver of the District's Labor Compliance Program at the Site in
      accordance with 8 California Code of Regulations 16429. Contractor, and
      any Subcontractors and Subconsultants, are required to comply with the
      requirements of the Labor Compliance Program, at no additional cost to
      District. Payroll records shall be certified and submitted to the labor
      compliance office and furthermore shall be available for inspection at all
      reasonable hours at the principal office of Contractor.
      Contractor shall include, and shall require the Subcontractors and
      Subconsultants to include, contractual provisions In all contracts they
      enter into for the performance of the Work, requiring each Subcontractor
      and Subconsultant, of every
      Tier, who furnishes any labor for the performance of Work, to
      comply with these provisions at no additional cost. Contractor and the
      Subcontractors and Subconsultants shall comply with all applicable
      provisions of the California Labor Code and the Labor Compliance Program
      relating to prevailing wage, hours of work, apprentices, and maintenance
      and submission of certified payroll reports, and shall pay appropriate
      penalties as described above, for failure to comply pursuant to the
      California Labor Code, including, but not limited to, Sections 1775, 1776,
      1777.7 and 1813.

                  


          

          


           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

           

          
            B.    Hours of
Work.

             

            
              	
                      (1)    

                    	
                      As
      provided in Article 3 (commencing at Section 1810), Chapter 1, Part 7,
      Division 2 of the Labor Code, 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 or Subconsultant 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 week, except as hereinafter ,provided.
      Notwithstanding the provisions herein above set forth, Work performed by
      employees of Contractor in excess of eight (8) hours per Day and forty
      (40) hours during any one week, shall be permitted upon the Work upon
      compensation for all hours worked in excess of eight (8) hours per Day at
      not less than one and one-half times the basic rate of
  pay.

                    


            

             

            
              	
                      (2)    

                    	
                      Contractor
      shall keep and shall cause each Subcontractor and 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 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 District
      and to the Division of Labor Law Enforcement, Department of Industrial
      Relations of the State of
California.

                    


            

          

           

           

          
            
              
              

            

            
              
              

              
                

              

            

            
              
              

            

          

        

      

    

     

    
       

      
        	
                (3)   

              	
                Pursuant
      to Labor Code Section 1813, Contractor shall pay to District (or District
      may reduce the Contract Sum by the amount of) a penalty of twenty-five
      dollars ($25) for each worker employed in the execution of this Contract
      by Contractor or by any Subcontractor or Subconsultant for each Day during
      which such workman is required or permitted to work more than eight (8)
      hours in any Day and forty (40) hours in any one calendar week In
      violation of the provisions of Article 3 (commencing at Section 1810),
      Chapter 1, Part 7, Division 2 of the Labor Code. Unless compensation to
      the worker so employed by Contractor is not less than one
      and one half (1 1/2)
      times the basic rate of pay for all hours worked in excess of eight (8)
      hours per Day.

              


      

       

      
        	
                (4)   

              	
                Any
      Work necessary to be performed after regular working hours, or on Sundays
      or
      other holidays shall be performed at Contractor's own expense. Contractor
      will
      also pay at its own expense for overtime inspection costs which are not
      authorized
      by District and are over and above the normal
      rate.

              


      

       

      C.    Apprentices.

       

      
        
          	
                  (1)   

                	Contractor acknowledges and
      agrees that this Contract Is governed by the provisions of Labor Code
      Section 1777.5. it shall be the responsibility of Contractor to ensure
      compliance with this Paragraph and with Labor Code Section 1777.5 for all
      apprenticeable occupations.


        

      

       

      
        
          	
                  (2)   

                	
                  Apprentices
      of any crafts or trades may be employed and, when required by Labor Code
      Section 1777.5, shall be employed provided they are properly registered in
      full compliance with the provisions of the Labor
  Code.

                


        

      

       

      
        
          
            
              	
                      (3)   

                    	
                      Every
      such apprentice shalt be paid the standard wage paid to apprentices under
      the regulations of the craft or trade at which he is employed and shall be
      employed only at the Work of the craft or
      trade to which he is
registered.

                    


            

          

           

          
            
              	
                      (4)   

                    	
                      Only apprentices, as
      defined In Section 3077, who are in training under apprenticeship
      standards and written apprentice agreements under Chapter 4 (commencing at
      Section 3070), Division 3 of the Labor Code, are eligible to be employed.
      The employment and training of each apprentice shall be in accordance with
      the provisions of the apprenticeship standards and apprentice agreements
      under which he is
training.

                    


            

          

        

         

        
          
            
              	
                      (5)   

                    	Pursuant to Labor Code Section 1777.5, if
      that Section applies to this Contract as indicated above, Contractor and
      any Subcontractor and Subconsultant employing workers in any
      apprenticeable craft or trade in performing any Work under this Contract
      shall apply to the applicable joint apprenticeship committee for a
      certificate approving Contractor or Subcontractor under the applicable
      apprenticeship standards for the employment and training of apprentices in
      the area or industry affected and fixing the ratio of apprentices to
      journeymen employed in performing the Work. However, approval as
      established by the joint apprenticeship committee or committees shall be
      subject to the approval of the Administrator of Apprenticeship.
      The joint apprenticeship committee or committees, subsequent to approving
      Contractor or the subject Subcontractor or Subconsultant, shall
      arrange for the dispatch of apprentices to Contractor or the Subcontractor in
      order to comply with this section. Contractor and each Subcontractor and
      Subconsultant shall submit Contract award information to the applicable joint
      apprenticeship committee which shall include an estimate
  of


            

          

           

        

      

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      
        
          	
                	
                  journeyman
      hours to be performed under the Contract, the number of apprentices to be
      employed, and the approximate dates the apprentices will be employed.
      Contractor or Subcontractors shall not be required to submit individual
      applications for approval to local joint apprenticeship committees
      provided they are already covered by the local apprenticeship standards.
      The ratio of Work performed by apprentices to journeyman, who shall be
      employed in the craft or trade on the Project, may be the ratio stipulated
      in the apprenticeship standards under which the joint apprenticeship
      committee operates, but, except as otherwise provided in this Section 17,
      in no case shall the ratio be less than one hour of apprentices work for
      every five hours of labor performed by a journeyman.However,
      the minimum ratio for the land surveyor classification
      shall
      be less than one apprentice for each five
  journeyman.

                


        

      

       

      
        
          	
                  (6)   

                	
                  Any ratio shall apply during any
      day or portion of a day when any journeyman, or the higher standard
      stipulated by
      the joint apprenticeship committee, is employed at the Site and
      shall be computed on the basis of the hours worked during the day by
      journeymen so employed, except for the land surveyor classification.
      Contractor shall employ apprentices for the number of hours computed as
      above before the end of the Contract. However, Contractor shall endeavor,
      to the greatest extent possible, to employ apprentices during the same
      time period that the journeymen in the same craft or trade are employed at
      the Site. Where an hourly apprenticeship ratio is not feasible for a
      particular craft or trade, the Division of Apprenticeship Standards, upon
      application of a joint apprenticeship committee, may order a minimum ratio
      of not less than one apprentice for each five journeymen in a craft or
      trade classification.

                


        

      

    

     

    
      
        	
                (7)   

              	
                Contractor
      and each Subcontractor and Subconsultant, if covered by this Section 18,
      upon the Issuance of the approval certificate, or if previously approved
      in the craft or trade, shall employ the number of apprentices or the ratio
      of apprentices to journeymen stipulated in the apprenticeship standards.
      Upon proper showing by Contractor or Subcontractor or Subconsuitant that
      it employs apprentices in the craft or trade in the state on all of its
      contracts on an annual average of not less than one hour of apprentice
      work for every five hours of labor performed by a journeyman, or in the
      land surveyor classification, one apprentice for each five journeymen, the
      Division of Apprenticeship Standards may grant a certificate exempting
      Contractor from the 1-to-5 hourly ratio as set forth in this Section 18.
      This Paragraph 7 hall not apply to contracts of general contractors or to
      contracts of specialty contractors not bidding for work through a general
      or prime contractor, when the contracts of general contractors or those
      specialty contractors involve less than thirty thousand dollars ($30,000).
      Any Work performed by a journeyman in excess of eight hours per Day or 40
      hours per week, shall not be used to calculate the hourly ratio required
      by this Section 18. "Apprenticeable craft or trade," as used in this
      Section 18 means a craft or trade determined as an apprenticeable
      occupation in accordance with rules and regulations prescribed by the
      Apprenticeship Council. The joint apprenticeship committee shall have the
      discretion to grant a certificate, which shall be subject to the approval
      of the Administrator of Apprenticeship, exempting a contractor from the
      1-to-5 ratio set forth in this Section 18 when it finds that any one of
      the following conditions is met:

              


      

      
         

        
          
            	
                    (a) 

                  	
                    Unemployment
      for the previous three-month period in the area exceeds an average of 15
      percent
      (15%),
      or

                  


          

        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          	
                  (b) 

                	
                  The
      number of apprenttma in training in such area exceeds a ratio
      of 1-to-5.

                


        

         

        
          
            	
                    (c) 

                  	
                    There
      is a showing that the apprenticeable craft or trade is replacing at least
      one-thirtieth (1/30) of its journeymen annually through apprenticeship
      training, either on a statewide basis or on a local
  basis.

                  


          

        

         

        
          
            	
                    (d) 

                  	Assignment of an apprentice to any work performed under a
      public works contract would create a condition which would jeopardize his
      or her life or the life, safety, or property of fellow employees or the
      public at large, or If the specific task to which the apprentice is to be
      assigned is of such a nature that training cannot be provided by a
      journeyman.


          

        

         

        
          	
                  (8)   

                	
                  When
      exemptions are granted to an organization which represents contractors in
      a specific trade from the 1 -to-5 ratio on a local or statewide basis, the
      member contractors will not be required to submit individual applications
      for approval to local joint apprenticeship committees. if they are already
      covered by the local apprenticeship
standards.

                


        

         

        
          	
                  (9)  

                	
                  Pursuant
      to Labor Code Section 1777.5, Contractor and any Subcontractor and
      Subconsultant under Contractor, who, in performing any of the Work under
      the Contract, employs journeymen or apprentices in any apprenticeable
      craft or trade and
      who is not contributing to a fund or funds to administer and conduct the
      apprenticeship program in any such craft or trade in the area of the Site,
      to which fund or funds other contractors In the area of the Site are
      contributing, shall contribute to the fund or funds In each craft or trade
      in which he or she employs journeymen or apprentices on the Project in the
      same amount or upon the same basis and in the same manner as the other
      contractors do, but where the trust fund administrators are unable to
      accept the funds, contractors not signatory to the trust agreement shall
      pay a like amount to the California Apprenticeship Council. The Division
      of Labor Standards Enforcement is authorized to enforce the payment of the
      contributions to the fund or funds as set forth in Labor Code Section
      227.

                


        

         

        
          
            	
                    (10)  

                  	The responsibility of compliance with this Section 18 and
      Section 1777.5 for all apprenticeable occupations is with
  Contractor.


          

           

          
            
              
                	
                        (11)  

                      	All decisions of the joint apprenticeship committee under
      this Section 18 and Section 1777.5 are subject to Section
  3081.


              

               

              
                
                  
                    	
                            (12)  

                          	
                            It
      shall be unlawful for an employer or a labor union to refuse to accept
      otherwise qualified employees as registered apprentices on the grounds of race, religious
      creed, color, national origin, ancestry, sex, or age, except as provided
      in Section 3077.

                          


                  

                   

                  
                    
                      
                        	
                                (13)  

                              	
                                Pursuant
      to Section 1777.7, in the event Contractor or a Subcontractor willfully
      fails to comply with the provisions of this Section 18 and Section 1777.5
      of the Labor Code:

                              


                      

                       

                      
                        
                          
                          

                        

                        
                          
                          

                          
                            

                          

                        

                        
                          
                          

                        

                      

                       

                    

                  

                

              

            

          

        

      

    

    
      
        	
                (a) 

              	
                The
      Director of Industrial Relations shall deny Contractor or a Subcontractor,
      both individually and in the name of the business entity
      under which Contractor or the Subcontractor Is doing business, the right
      to bid on or to receive, any public works contract for a period of up to
      one year for the first violation and for a period of up to three (3) years
      for the second and subsequent
      violations. Each period of debarment shall run from the date the
      determination of noncompliance by the Administrator of Apprenticeship
      becomes an order of the California Apprenticeship
      Council.

              


      

    

     

    
      
        
          
            	
                    (b) 

                  	Contractor or a Subcontractor or
      Subconsultant who violates Section 1777.5 shall forfeit as a civil penalty
      an amount not exceeding one hundred dollars ($100) for each calendar day
      of noncompliance. Pursuant to Section 1727, upon receipt of a
      determination that a civg
      penalty has been imposed, District may reduce the Contract Sum by the
      amount of the civil penalty .


          

        

         

        
          
            	
                    (14)   

                  	
                    In
      lieu of the penalty provided for above, the Director of Industrial
      Relations may for a first time violation and with the concurrence of the
      joint apprenticeship committee, order Contractor or Subcontractor or
      Subconsultant to provide apprentice employment equivalent to the work
      hours that would have been provided for apprentices during the period of
      noncompliance.

                  


          

        

        
          
             

            
              
                
                  	
                          (15)   

                        	
                          Any
      penalties assessed by the awarding body pursuant to this Section 18 shall
      be deposited in the general fund of
District

                        


                

              

              
                
                   

                  
                    
                      
                        
                          
                            
                              	
                                      (16)   

                                    	
                                      The
      interpretation and enforcement of Labor Code Section 1777.5 shall be in
      accordance with the rules and procedures of the California Apprenticeship
      Council.

                                    


                            

                          

                          
                            
                               

                              
                                
                                  
                                    
                                      
                                        
                                          	
                                                  (17)   

                                                	Contractor shall become fully
      acquainted with the Applicable Laws regarding apprentices prior to
      commencement of the Work. Special attention is directed to Sections
      1777.5, 1777.6, and 1777.7 of the Labor Code. and Title 8, California Code
      of Regulations, Section 200 et seq. Questions may be directed to the State
      Division of Apprenticeship Standards, 455 Golden Gate Avenue, San
      Francisco, California.


                                        

                                      

                                      
                                        
                                           

                                          
                                            
                                              
                                              

                                            

                                            
                                              
                                              

                                              
                                                

                                              

                                            

                                            
                                              
                                              

                                            

                                          

                                          
                                            
                                              
                                                
                                                  
                                                     

                                                    SECTION
19  BONDING REQUIREMENTS

                                                    
                                                       

                                                      Prior to
commencing Work, Contractor shall furnish, without adjustment to the Contract
Sum, a Performance Bond in an amount equal to one hundred percent (100%) of the
Contract Sum and a Payment Bond to guarantee payment of all claims for labor and
materials furnished, in an amount equal to one hundred percent (100%) of said
Contract Sum (collectively 'Bonds"). The Bonds shall be issued using the forms
in Attachment "M" -
"Performance and Payment Bond Forms". The Surety(ies) supplying the
Payment Bond and Performance Bond shall be an 'admitted surety insurer," as
defined by Section 995120 of the Code of Civil Procedure authorized to do
business In the State of California, and reasonably satisfactory to District.
The Surety supplying the Performance Bond shall have an A.M. Best's Insurance
Rating of not less than The Payment and Performance Bonds shall remain in effect
until Final Completion of the entirety of the Work and payment of all stop
notices and Claims by Contractor or the Subcontractors, of any Tier, have been
satisfied. The filing of Performance and Payment Bonds shall provide security to
the District to ensure the proper completion of the construction under this
Contract, including the initial warranty period, and are not being furnished to
cover the performance of any energy guaranty or guaranteed savings under this
Contract. The Payment Bond and Performance Bond shall each name the District as
obligee. Neither Changes nor adjustments to the Contract Sum or Contract Time
shall in any way release or exonerate Contractor or its Surety(ies) from their
obligations, and notice thereof shall be waived by the Surety(ies).

                                                       

                                                      SECTION 20 
BONDING REQUIREMENTS

                                                       

                                                      [intentionally
omitted]

                                                       

                                                      SECTION
21 CONTRACTOR WARRANTY, CONTRACTOR PERFORMANCE GUARANTEE AND SUBCONTRACTOR
WARRANTIES

                                                      
                                                         

                                                        
                                                          	
                                                                  A.     
       

                                                                	
                                                                  Contractor
      Warranty. Contractor guarantees that all materials, equipment,
      workmanship related
      to the Project Facility shall be free of defects for a period of twelve
      (12) months from
      Substantial Completion of the Project Facility. The Contractor Warranty
      shall be renewed for any portion of the labor, equipment appears within
      twelve (12) months after Substantial Completion and shall be thereafter
      extended for an additional period of twelve (12) months. All services
      provided under the Contractor Warranty shall be performed in a timely
      manner and at the reasonable convenience of the District. The
      Contractor Warranty expressly excludes any remedy for damage caused by
      improper use by District, improper or inadequate maintenance by District,
      corrosion, erosion or deterioration (other than corrosion, erosion or
      deterioration caused by a defect in the Work), abuse by District,
      modifications or repairs not performed by an authorized Subcontractor
      (unless Contractor has failed, after request by District, to provide for
      repair by an authorized Subcontractor), improper operation by District, or
      normal wear and tear under normal usage. The Contractor Warranty is not
      intended and shall not be interpreted as a limit upon the District's
      rights under any Subcontractor warranties that are required by the Project
      Criteria or that are otherwise provided in connection with the Work.
      Contractor's liability under the Contractor Warranty shall be limited to
      repairing or replacing (if repair is not sufficient fully cure the breach
      of the Contractor Warranty) the labor, equipment or materials that are the
      basis for the breach of the Contractor Warranty (including the repair or
      replacement of any other property or work damaged in the course of such
      replacement or repair). If the Contractor is unable, after receipt of two
      (2) written notices given to Contractor
      by District, to successfully repair or replace the labor, equipment or
      materials within six (6) months of the second notice, then the District's
      repair and replace warranty shall be deemed to have failed and the
      District's rights and remedies shall not be limited by the provisions of
      this Section 21.

                                                                   

                                                                


                                                        

                                                      

                                                    

                                                  

                                                

                                              

                                            

                                          

                                        

                                      

                                    

                                  

                                

                              

                            

                          

                        

                      

                    

                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    
       

    

    
      
        
          	
                    B.     
         

                	
                  Subcontractor Warranties.
      The Subcontractor warranties for equipment and materials shall
      comply with the requirements of the Project Criteria. Each shall commence
      no earlier than the date of issuance of the Certificate of Substantial
      Completion for the Project Facility in which such warranted portion of the
      Work is contained. Contractor shall provide that each Subcontractor will
      provide such warranty or guarantee In writing directly to District.
      Warranties by Subcontractors shall be provided directly by the entity
      providing such extended warranty and shall run directly to the District If
      they do not run directly to the District, then any rights that Contractor
      may have under such warranty shall be deemed assigned to District.
      Contractor shall (as a separate service to District and not as part of its
      Contractor Warranty or Contractor Performance Guarantee) and at
      Contractors own expense, assist, facilitate and cooperate with District in
      exercising District's rights under the Subcontractor warranties,
      including, without limitation, making at District's request appropriate
      demands and assisting District is securing performance
      under
      any Subcontractor warranty.

                


        

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

    

     

    
      SECTION
23 ASSIGNMENT OF ANTI TRUST CLAIMS

       

      California
Public Contract Code Section 7103.5(b), which is hereby incorporated by this
reference, provides:

       

      "In
entering into a public works contract or a subcontract to supply goods,
services, or materials pursuant to a public works contract, the contractor or
the subcontractor offers and agrees to assign to the awarding body [the
District] all rights, title, and interest in and to all causes of action it may
have under Section 4 of the Clayton Act, (15 U.S.C. Sec. 15) or under the
Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division
7 of the Business and Professions Code), arising from purchases of goods,
services, or materials pursuant to the public works contract or the subcontract.
This assignment shall be made and become effective at the time the awarding body
tenders final payment to Contractor or contractor, without further
acknowledgement by the parties."

       

      Contractor
for itself and all the Subcontractors and Subconsultants agree to assign to
District all rights, title and interest in and to all such causes of action
Contractor and all the Subcontractors and Subconsultants may have under Section
4 of the Clayton Act, (15 U.S.C. Sect. 15) or under the Cartwright Act (Chapter
2 (commencing with Section 16700) of Part 2 of division 7 of the Business and
Professions Code), arising from purchase of goods, services, or materials
pursuant to the public works contract or the subcontract. Contractor shall
require assignments from all the Subcontractors and Subconsultants to comply
herewith.

    

    
       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      SECTION
24 SEPARATE CONTRACTORS

       

      District
reserves the right to perform construction or operations on the Site though Its
Separate Contractors or District's own forces. District and Contractor shall
cooperate to coordinate the activities of Contractor and its Subcontractors with
the District's Separate Contractors, employees and agents so as avoid and
minimize Delay affecting either the Work or such other construction or
operations. If part of Contractor's Work depends for proper execution on the
construdiun by the Separate Contractors or District's own forces, Contractor
shall, prior to proceeding with that portion of the Work, promptly report to the
District apparent discrepancies or defects in such construction or operations
that would render the Work unsuitable. deficient or not in compliance with the
Contract Documents. if a dispute arises between Contractor and a Separate
Contractor as to the responsibility for maintaining the Site and surrounding
area free from waste materials and rubbish, the District may dean up and
allocate the cost thereof among those responsible as the District determines to
be just.

       

      SECTION
25 USE OF PREMISES

       

      Contractor
shall confine operations at the Site to areas permitted by Applicable Laws,
Applicable Permits and the Contract Documents and shall not unreasonably
encumber the Site or existing facilities on the Site with any materials or
equipment Contractor shall not load or permit any part of the Work to be loaded
with a weight so as to endanger the safety of persons or property at the
Site.

       

      SECTION
26 CLEANING UP

       

      Contractor
shall at all times keep the Site free from accumulations of waste material or
rubbish caused by the performance of the Work, and at Substantial Completion and
Final Completion of each Project Facility. Contractor shall remove from the all
such waste material and rubbish and all tools, scaffolding and surplus materials
belonging to Contractor and/or is Subcontractors, it being specifically
understood that at prior to turning over any portion of the Work to the District
for beneficial use and occupancy. Contractor shall leave the are to be occupied
or used at the Site "broom clean," or its equivalent, unless more exactly
specified.

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      District
warrants and represents that District has, and will continue to retain at all
times during the course of constriction, legal title to the Site and that said
land is properly subdivided and zoned so as to permit the construction and use
of said Site. District further warrants and represents that title to said land
is free of any easements, conditions, limitation, special permits, variances,
agreements or restrictions which would prevent, limit, or otherwise restrict the
construction or use of said Site.

       

      
      

      SECTION
28 TRENCH SHORING

       

      As
required by California Labor Code Section 6705, if the Contract Sum exceeds
Twenty-Five Thousand Dollars ($25,000) and involves the excavation of any trench
or trenches five (5) feet or more in depth, Contractor shall, in advance of
commencing excavation, submit to District 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 duging the excavation of such trench or
trenches. If such plan varies from the Shoring Systems Standards established by
the Construction Safety Orders of the Division of Industrial Safety, the plan
shall be prepared by a registered civil or structural engineer, employed by
Contractor at Contractor's own expense. Nothing in this Section shall be deemed
to allow the use of a system less effective than that required by such
Construction Safety Orders. No excavation of such trench or trenches shall be
commenced until such plan has been reviewed by District or Its Consultant
assigned to conduct such review. Nothing in this Section shall be construed to
impose any liability, including, without limitation, any tort liability, upon
neither District nor any of its officers, agents, representatives or
employees.

       

      SECTION
29 INSURANCE

       

      B.
Coverage; Subcontractor, Subconsultant Insurance.

       

      
        	
                (1)

              	
                Contractor
      shall maintain and shall require that every Subcontractor and
      Suboonsultant, of any Tier, performing or providing any portion of the
      Work obtain and maintain, for the duration of its performance of the Work
      and for the full duration of all guarantee or warranty periods set forth
      in the Contract Documents (and such longer periods as required below for
      completed operations coverage), the insurance coverage outlined in (a)
      through (d) below, and all such other insurance as required by Applicable
      Laws; provided, however, that Subcontractors not providing professional
      services shall not be required to provide Professional Liability coverage
      and except where District has given its written approval to waive said
      limits for a specific
Subcontractor.

              


      

       

      
        	
                (a)

              	
                Commercial
      General Liability and Property Insurance, on an 'occurrences form covering
      occurrences (including, but not limited to those listed below) arising out
      of or related to

              


      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 
      	
                operations,
      whether such operations be by the Contractor, a Subcontractor or
      Subconsultant or by anyone directly or indirectly employed by any of them,
      or by anyone for whose acts any of them may be liable, involving damage or
      loss, of any kind: (1) because or bodily injury, sickness or disease or
      death of any person other than the Contractor's, Subcontractors or
      Subconsultant's employees; (2) sustained (a) by a person as a result of an
      offense directly or indirectly related to employment of such person, or
      (b) by another person; (3) other than to the Work itself, because of
      injury to or destruction of tangible property including loss of use
      resulting therefrom; (4) because of bodily injury, death of a person or
      property damages arising out of ownership, maintenance or use of a motor
      vehicle; (5) contractual liability insurance; and (6) completed
      operations, with limits as follows:

              


      

       

      
        	 
      	
                $2,000,000
      per occurrence for Bodily Injury and Property Damage.

              
	 
      	 
      
	 
      	
                $2,000,000
      General Aggregate - other than Products/Completed
    Operations.

              
	 
      	 
      
	 
      	
                $1,000,000
      Products/Completed Operations Aggregate for the duration of a period of
      not shorter than 1 year after Final Completion and Acceptance of the
      Project.

              
	 
      	 
      
	 
      	
                $1,000,000
      Personal & Advertising Injury.

              
	 
      	 
      
	 
      	
                Full
      replacement value for Fire Damage.

              
	 
      	 
      
	 
      	
                and
      including, without limitation, special hazards coverage for: $1,000,000
      Material hoists

              
	 
      	 
      
	 
      	
                $1,000,000
      Explosion, collapse & underground
(XCU

              


      

       

      
        	
                (b)

              	
                Auto
      Liability insurance, on an occurrence form, for owned, hired and non-owned
      vehicles with limits of $1,000,000 per occurrence

              
	 
      	 
      
	
                (c)

              	
                Professional
      Liability insurance (only to be provided by Subconsultants or
      Subcontractors performing professional services), written on a
      "claims-made" form, with limits of:

              
	 
      	 
      
	 
      	
                $1,000,000
      per claim $1,000,000 aggregate

              
	 
      	 
      
	
                (d)

              	
                Excess
      Liability insurance, on an "occurrence" form, in excess of coverages
      provided for Commercial General Liability, Auto Liability, Professional
      Liability and Employer's Liability, with limits as
  follows:

              
	 
      	 
      
	 
      	
                $1,000,000
      each occurrence (or, In the case of coverage in excess of Professional
      Liability, each claim).

              
	 
      	 
      
	 
      	
                $1,000,000
      aggregate

              
	 
      	 
      


      

      
 

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      
        	
                (2) 

              	
                Evidence
      of Insurance. Upon request of District, Contractor shall promptly deliver
      to District Certificates of Insurance evidencing that the Subcontractors
      and Subconsultants have obtained and maintained policies of insurance in
      conformity with the requirements of this Section 29. Failure or refusal of
      Contractor to do so may be deemed by District to be a material default by
      Contractor of the Contract

              


      

       

      
        	
                (3)

              	
                Builder's
      Risk "All-Risk" Insurance. Builder's Risk 'All Risk' Insurance will be
      purchased by District, which shall include primary coverage protecting the
      insured's interest in materials, supplies, equipment, lectures,
      structures, and real property to be incorporated into and forming a part
      of the Project and with policy limits protects up to the Estimated Maximum
      Value of the Project for any one loss or occurrence and with deductibles
      of between $5,000-$25,000 per occurrence. Said Builder's Risk policy shall
      be endorsed to add Contractor and its Subcontractors of the first Tier and
      Suboonsultants of the first Tier as additional named insureds, as their
      interests may appear, and to waive the carrier's right of recovery under
      subrogation against Contractor and all Subcontractors and Subconsultants
      whose interest are insured under such policy. If a claim results from any
      construction activity of Contractor or a Subcontractor of Subconsultant,
      then Contractor or the Subcontractor or Subconsultant having care, custody
      and control of the damaged property shall pay the deductible amount. Any
      loss or damage covered by the Builder's Risk Policy shall be adjusted by
      and payable to District, or its designee, for the benefit of all parties
      as their interest may appear. District shall not be responsible for loss
      or damage to and shall not obtain and/or maintain In force insurance on
      temporary structures, construction equipment, tools or personal effects,
      owned, rented to, or in the care, custody and control of Contractor or any
      Subcontractor or Subconsultant. In the event of loss or damage is caused
      by the acts or omissions of Contractor or its Subcontractors or
      Subconsultants that is not covered by the Builders Risk policy, the cost
      of the repair and/or replacement of such loss or damage shall be at
      Contractor's own expense. District, Contractor and all Subcontractors and
      Subconsultants each and all waive rights of subrogation against each other
      to the extent that said Builder's Risk policy covers property damage
      arising out of the perils of fire or other casualty also covered by
      Contractor's or a Subcontractor's or Sub consultant's insurance
      policy.

              


      

       

      
        	
                (4)

              	
                Policy
      Requirements and Endorsements. Except as otherwise stated in this
      Paragraph 4, Contractor's self-Insurance and each policy of insurance
      required to be provided by Subcontractors and Subconsultants shalt comply
      with the following:

              


      

       

      
        	
                (a)

              	
                The
      Contractor's self-insurance or the insurance policies shall contain
      waivers of subrogation rights against District, members of the Board of
      Trustees, District's Consultants, and each of their respective agents,
      employees and volunteers, and the State Allocation
  Board

              


      

       

      
        	
                (b)

              	
                The
      Contractor's self-insurance or the insurance policies provided for
      Commercial General Liability, Auto Liability, as well as any Excess
      Liability coverage in excess thereof, shall be endorsed to include,
      individually and collectively, the District, members of the Board of
      Trustees, District's Consultants, and each of their respective agents,
      employees and volunteers, and the State Allocation Board, as additional
      insureds.

              


      

       

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  (c)

                	
                  The
      Contractor's self-insurance or the insurance polices shall provide that
      the insurance is primary coverage with respect to District and all other
      additional insureds, shall not be considered contributory insurance with
      any Insurance policies of the District or any other additional insureds,
      and all insurance coverages provided by District and any other additional
      insureds shall be considered excess to the coverages provided by the
      Subcontractor or Subconsultant.

                


        

         

        
          	
                  (5)           

                	
                  Deductibles. In the event of any
      loss or damage covered by a policy of insurance required to be obtained
      and maintained a Subcontractor or Subconsultant hereunder, Contractor
      shall be solely and exclusively responsible for the payment of the
      deductible, if any, under such policy of insurance, without adjustment to
      the Contract Sum.

                


        

         

        
          	
                  (6)            

                	
                  Insurer Ratings. The policies of
      Insurance required to be obtained by Subcontractors and Subconsultants
      shall be issued by Insurer having: (a) A.M. Best rated A- or better, (b)
      A.M. Best Financial Size Category VII or higher. and (c) authorized under
      California law to transact business in the State of California and
      authorized to issue insurance policies in the State of California.
      Contractor shall include in its contracts with its Subcontractors and
      Subconsultants provisions stating that If at any time during performance
      of the Work, the insurer fails to comply with any of the foregoing
      requirements, then within thirty (30) Days of District's or Contractor's
      written notice of the Insufficiency of the insurer, such insurer shaft be
      replaced with another insurer who does comply with said
      requirements.

                


        

         

        
          	(7)	Cancellation. Each of the
      foregoing policies of insurance shall require the insurer to provide,
      written notice to District and all additional insureds no later than
      thirty (30) Days prior to any cancellation, material change in terms or
      reduction In the limits of any Insurance required to be maintained by the
      Subcontractor or Subconsultant. Should any coverage required to be
      provided by a Subcontractor or Subconsultant be cancelled, its terms
      materially changed or its limits reduced below the requirements of this
      Section 29, then District shall have the right but not the obligation,
      after written notice to Contractor, to procure replacement insurance at no
      cost to
      District.
	 	 
	(8)	No Limitation or Waiver. Nothing
      contained in this Section 29 is to be construed as limiting the extent of
      Contractors responsibility for Losses resulting from its operations or
      performance of the Work under the Contract Documents. in no instance will
      the District's exercise of its option to occupy and use completed portions
      of the Work relieve Contractor of its obligation to maintain
      self-insurance or Subcontractor and Subconsultant insurance for the full
      duration of time required under this Section
      29.


        

         

        SECTION
30 INDEMNIFICATION

         

        
          	
                  A.

                	
                  Contractor Indemnification Obligation.
      Contractor shall indemnify, hold harmless and defend the District,
      Board of Trustees, District's Consultants, and each of their members,
      officers, employees, agents, insurers and volunteers ("Indemnitee(s)"),
      from and against any and all Losses arising out of or relating to any of
      the following: (1) any act or omission of Contractor or a Subcontractor or
      Subconsultant, of any Tier,
constituting

                


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        	 	negligence,
      breach of contract, breath of warranty or willful misconduct; (2) the
      nonpayment of any Subcontractor or Subconsultant, of any Tier, for the
      Work performed; (3) the violation by Contractor or a Subcontractor, of any
      Tier, of any labor agreements; provided, however, that nothing contained
      herein shall be construed as obligating Contractor to indemnify an
      Indemnitee for Losses resulting from that Indemnitee's sole negligence,
      that lndemnitee's active negligence or willful misconduct of such
      Indemnitee or its agents, servants or independent contractors who are
      directly responsible to such lndemnitee, where such sole negligence,
      active negligence or willful misconduct has been determined by agreement
      of Contractor and that Indemnitee or has been adjudged by the final and
      binding findings of a court or arbitrator of competent jurisdiction. In
      instances where the active negligence or willful misconduct of an
      Indemnitee or its agents, servants or independent contractors who are
      directly responsible to such Indemnitee accounts for only a percentage of
      the Loss involved, the obligation of Contractor will be for that portion
      of the Loss not due to the active negligence or willful misconduct of such
      Indemnitee or its agents, servants or independent contractors who are
      directly responsible to such Indemnitee. The waiver of Consequential
      Damages provisions of Section 21, above, shall not apply to Contractor's
      indemnification obligations for Losses suffered by the District from
      claims made by third parties.


      

       

      
        
          	
                  B.

                	
                  Not Limited by Insurance. The
      indemnification, defense and hold harmless obligations of Contractor under
      this Section 30, as well as any such obligations stated elsewhere in the
      Contract Documents: (1) shall not be limited by the amounts or types of
      insurance (or the deductibles or self-insured retention amounts of such
      insurance) which Contractor or any Subcontractor of Subconsultant Is
      required to carry under the terms of the Contract Documents; (2) are
      independent of and in addition to the Indemnitees' rights under the
      Insurance to be provided by Contractor or any Subcontractor or
      Subconsultant; and (3) shall not be limited, in the event of a claim
      against an Indemnitee by an employee of Contractor, a Subcontractor, a
      Subconsultant, anyone directly or indirectly employed by them or anyone
      for whose acts they may be liable, by a limitation on amount or type of
      damages, compensation or benefits payable by or for Contractor or
      Subcontractor or Subconsultant under any workers compensation act,
      disability benefit act or other employee benefit
  program.

                


        

         

        
          	
                  C.

                	
                  Subcontractors, Subconsultants.
      Contractor agrees to include provisions identical to those set
      forth in this Section 30 in the agreements it executes with each and every
      Subcontractor and Subconsultant, of every Tier. In the event Contractor
      fails to do so, Contractor agrees to be fully responsible to provide such
      defense and indemnification on the Subcontractor's or Subconsultant's
      behalf according to the terms of this Section
  30.

                


        

         

        
          	
                  D.

                	
                  Other
      Rights. Notwithstanding
      anything stated in this Section 30 or elsewhere in the Contract Docuinents
      to the contrary. an Indemnitee's right to seek
      equitable indemnity and contribution from Contractor is in no way
      diminished or precluded by any agreement by Contractor to provide express
      contractual indemnity to such
indemnitee.

                


        

         

        
          	
                  E.

                	
                  Defense
      Costs. The Contractors
      obligation to defend under this Section 30 includes, without limitation,
      the obligation to immediately reimburse an Indemnitee for any attorney's
      fees), court costs (statutory and non-statutory), arbitration and
      mediation expenses, professional, expert and consultant fees,
      investigative costs, postage costs, document copying costs, telecopy costs
      and any and all other costs and expenses associated with defense of such
      Indemnitee) as and when Incurred by any Indemnitee in defense of a claim
      by any third person or entity as a result of Contractors failure or
      refusal to comply with its immediate defense obligation to such
      Indemnitee. Nothing stated in this Section 30 or elsewhere in the Contract
      Documents shall be interpreted as
      providing or implying that the obligation of Contractor to defend
      an Indemnitee against an alleged Loss that is within the scope of the
      Contractor's indemnification obligation under this Section 30
      or under any other provision of the Contract Documents is to any
      extent released, excused, limited or relieved by a finding, determination,
      award or judgment by a court or arbitrator that the alleged Loss was due
      to circumstances not within the scope of such indemnification obligation,
      provided that, in the event that such findings, determination, award or
      judgment states that such loss was due to the sole negligence, active
      negligence or willful misconduct of the Indemnitee, the Indemnitee shall
      reimburse Contractor for all the above-stated reimbursable costs and
      expenses paid by Contractor for the defense of the
    Indemnitee.

                


        

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        SECTION
32 SITE USE AND ACCESS

         

        
          	
                  D.

                	
                  Coordination. Contractor shall:
      (1) coordinate its operations with, and secure the approval of, the
      District before using any portion of the Site; (2) leave its Work and
      storage areas and surrounding areas at the Site in as good condition as it
      found them and restore them to the condition they were in prior to its
      commencing the Work; (3) confine its operations, access and parking at the
      Site to areas permitted by Applicable Laws, Applicable Permits and the
      Contract Documents and not unreasonably encumber the Site with materials
      or equipment; and (4) keep mobile equipment and operable machinery locked
      or otherwise made inoperable whenever left unattended. Contractor shall
      confine apparatus, the storage of materials and the operations of the
      workers to the areas designated by District. Without limitation to the
      foregoing, Contractor acknowledges that it is experienced in performing
      construction within limited and confined areas and spaces such as those
      that are anticipated to exist on the Site and agrees to assume
      responsibility, without adjustment to the Contract Sum or Contract Time,
      to take all responsible measures (including, without limitation, those
      related to protection, storage, staging and deliveries) as may be
      necessary to adapt its performance to the constraints of the
      Site.

                


        

      

       

      
        	E.	Restrictions. Contractor
      shall not allow any person, other than the workers, Subcontractors,
      Subconsultants, and authorized union representatives, or other individuals
      authorized by the District, to come upon any portion of the Site where the
      Work is being performed. Contractor shall submit to the District the names
      of all personnel either directly employed by Contractor or in the employ
      of any of the Subcontractors or Subconsultants who will be present at the
      Site. All personnel will be required to register and wear badges furnished
      by the District. Personnel not displaying badge identification will be
      removed from the Site. All such badges shall all be returned to the
      District when no longer needed for performance of the
    Work.


      

       

      
        	G.	Prohibited
      Substances. Contractor shall not permit the use of tobacco or the
      possession of alcohol or controlled substances on the
  Site.


      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SECTION
38 NON-DISCRIMINATION

      
         

        
          	
                  A.

                	
                  Contractor shall not discriminate in the
      provision of services hereunder because of race, color, religion, national
      origin, ancestry, sex, age, sexual orientation, marital status, AIDS or
      disability in accordance with the requirements of Applicable Laws. For the
      purpose of this Section, discrimination in the provision of services may
      include, but is not limited to the following: (1) denying any person any
      service or benefit or the availability of a facility; (2) providing any service or
      benefit to any
      person which is not equivalent, or in a non­equivalent manner or at a
      non-equivalent time, from that provided to others; (3) subjecting any
      person to segregation or separate treatment in any manner related to the
      receipt of any service; (4) restricting any person in any way in the
      enjoyment of any advantage or privilege enjoyed by others receiving any
      service or benefit; (5) treating any person differently from others in
      determining admission, enrollment, eligibility, membership, or any other
      requirement or condition which persons must meet in order to be provided
      any service or benefit. Contractor shall ensure that services are provided
      without regard to race, color, religion, national origin, ancestry, sex,
      age, sexual orientation, marital status, AIDS or disability. Contractor
      shall establish and maintain written procedures under which any person,
      applying for, performing or receiving services hereunder, may seek
      resolution from Contractor of a complaint with respect to any alleged
      discrimination. Such persons shall be advised by Contractor of these
      procedures. A copy of such procedures shall be posted by Contractor in a
      conspicuous place, available and open to the public, in each of Contractor's
      facilities where Work is to be prepared or
      performed.

                


        

         

        
          	
                  B.

                	
                  Contractor
      will not discriminate against any employee or applicant for employment
      because of race, color, religion, national origin, ancestry, sex, age, sexual
      orientation, marital status, AIDS or disability in accordance with
      requirements of Applicable Laws. Without limitation to any other
      provisions of this Section, in the performance of the
      obligations under the Contract Documents, the Contractor and the
      Subcontractors and Subconsultants shall comply with all applicable
      provisions of
      the California Fair Employment Practices Act (California Government
      Code Sections 12940-48) and the applicable equal
      employment provisions of the Civil Rights Act of 1964 (42 U.S. C.
      200e -217),
      whichever is more restrictive. Contractor and the Subcontractors
      and Subconsultants shall ensure that qualified applicants are
      employed and that employees are treated during employment without regard
      to race, color, religion, national origin, ancestry, sex, age, sexual
      orientation, marital status, AIDS or disability, in accordance with
      requirements of
      Applicable Laws. Such shall include, but not be limited to, the
      following: (1) employment, promotion, demotion, transfer, recruitment or
      recruitment advertising, layoff or termination, rates of pay or other
      forms of compensation and (2) selection for training, including
      apprenticeship. Contractor agrees to post in conspicuous places in each of
      Contractor's facilities preparing or providing the Work hereunder,
      available and open to employees and applicants for employment, notices
      setting forth the provisions of this Section. Contractor shall, in all
      solicitations or advertisements for employees placed by or on behalf of
      Contractor, state that all qualified applicants will receive consideration
      for employment without regard to race, color, religion, national origin,
      ancestry, sex, age, sexual orientation, marital status, AIDS or
      disability, in accordance with requirements of Applicable Laws. Coptractor
      shall send to each labor union, or representative co-workers with which it
      has a collective bargaining agreement or other contract or understanding a
      notice advising the labor union or the workers' representative of
      Contractor's commitments under this
  Section.

                


        

      

       

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

      
        
          	
                  C.

                	
                  In
      accordance with Applicable Laws, Contractor shall allow duly authorized
      representatives of the County, State, and Federal government access to its
      employment records during regular business hours in order to verify
      compliance with the provisions of this Section. Contractor shall provide
      such other information and records as such representatives may require in
      order to verify compliance with the provisions of this Section. If the
      District finds that any of the provisions of this Section have been
      violated by Contractor or any of the Subcontractors or Subconsultants,
      such violation shall, if not cured in the manner required by this
      Contract, constitute an Event of Default by Contractor upon which District
      may cancel, terminate or suspend this Contract or any portion of the Work
      undertaken hereunder. While District reserves the right to determine
      independently that the anti-discrimination provisions of the Contract have
      been violated, in addition, a determination by the California Fair
      Employment and Housing Commission or the Federal Equal Employment
      Opportunity Commission that Contractor or the Subcontractor or
      Subconsultant has violated State or Federal anti-discrimination laws shall
      constitute a finding by the District that Contractor or the Subcontractor or
      Subconsultant has violated the provisions of this
  Section.

                


        

         

        
          	
                  D.

                	
                  Contractor
      hereby agrees that it will comply with Section 504 of the Rehabilitation
      Act of 1973, as amended (29 U.S.C. 794) and similar Applicable Laws
      relating to employment of or access to persons with disabilities, all
      requirements imposed by applicable Federal Regulations, and all guidelines
      and interpretations issued pursuant thereto, to the end that no qualified
      disabled person shall, on the basis of disability, be excluded from
      participation in, be denied the benefits of, or otherwise be subjected to
      discrimination under any program or activity of Contractor receiving
      Federal Financial Assistance.

                


        

         

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

      

       

      SECTION
39 COMPLIANCE WITH DTSC GUIDELINES/IMPORTED SOILS

      
         

        If the
Project requires the use of imported soils, the Contractor shall be responsible
to use and shall certify that the imported material it uses is free of any
Hazardous Materials of any nature or type as defined in accordance with
California Law and the California Health and Safety Code. The District reserves
the right to reject any imported material that has come from agricultural or
commercial land uses. Contractor must notify the District of the source of
material and comply with all Environmental Laws, including (but not limited to)
any Los Angeles Regional Water Quality Control Board rules, regulations and
resolutions, and when applicable, with the guidelines of the Department of Toxic
Substances Control (DTSC).

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      SECTION
60 CONFIDENTIALITY

      
         

        Contractor
shall treat all information and data furnished to it by District or its
Consultants, or otherwise obtained or prepared by the Contractor concerning the
Project or the Work, as strictly confidential and shall not disclose any of the
same to any other person or entity unless required to do so in connection with
Contractor's performance of the Contract or any filings or applications
submitted to Governmental Authorities. Contractor's obligation of
confidentiality hereunder shall not apply to: (1) information which is in the
public domain through no action or inaction of Contractor; or (2) information
proprietary to the Contractor that was in the possession of Contractor prior to
the Contract Effective Date. Contractor shall instruct all of its employees and
all of its Subcontractors and Subconsultants of this obligation and shall be
responsible for their full compliance herewith.

         

      

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

      

       

       

      Attachment
D

      
         

        
          	
                  1.7.5

                	
                  Allowable Markups. Except as otherwise
      provided in Part .5, below, of this Paragraph 1.7.5 or elsewhere in the
      Contract Documents, adjustments to the Contract Sum for Compensable
      Changes or Deleted Work shall be calculated based upon the Allowable Costs
      added (in the case of Compensable Change) or saved (in the case of Deleted
      Work) plus the Allowable Markups set forth below, which markups shall be
      deemed full compensation for, without limitation, the following: (1)
      direct and indirect overhead, insurance and bond premiums, consumables,
      small tools, cleanup and profit of Contractor; (2) direct and indirect
      overhead, insurance and bond premiums, consumables, small tools, cleanup
      and profit of the Subcontractors, and Subconsultants, of every Tier; and
      (3) all other costs set forth in Paragraph 1.7.4, above. The Allowable
      Markups, shall be computed as
follows:

                


        

        \

        
          	 	.3    Lower-Tier
      Subcontractor or Subconsultant
Work:


        

         

        
          
            	 	   (i)  Compensable Change. With
      respect to a Compensable Change performed by a Subcontractor or
      Subconsultant below the first-Tier, the added Allowable Markup shall for
      each such Tier be (a) fifteen percent (15%) of the (b) cumulative
      Allowable Costs added for that portion of the Compensable Change performed
      by such lower-Tier Subcontractor or Subconsultant; plus (c) five percent
      (5%) for first Tier Subcontractors and Subconsultants, plus (d) an
      additional Allowable Markup on the sum of (a), (b) and (c) of twenty-five
      percent (25%) by Contractor.


          

           

        

        
          	 	 
      (ii)    Deleted Work. Subject to further
      adjustment as provided in Paragraph 1.7.8, below, with respect to Deleted
      Work involving Work to be performed by second and any lower-Tier
      Subcontractors, the District shall be entitled to a cumulative credit from
      the lower-Tier Subcontractors of (a) eight percent (8%) of the (b)
      Allowable Costs for portion of the Deleted Work involving the Work of such
      lower-Tier Subcontractors, and (c) an additional credit from the
      first-Tier Subcontractor on the sum of (a) and (b) of five percent (5%),
      and (d) an additional credit from Contractor on the sum of (a), (b) and
      (c) of five percent (5%).
	 	 
	 	.4    Review of
      Markups. It is Contractor's responsibility to review information
      submitted by Subcontractors and Subconsultants to ensure that all markups
      by Subcontractors and Subconsultants, of every Tier, comply with the
      requirements of the Contract Documents. Payment by the District of markups
      that exceed Allowable Markups shall not be considered as a waiver by the
      District of the right to repayment by Contractor of any markup charged
      that is in excess of Allowable Markups.
	 	 
	 	.5    No Markup
      Allowed. Notwithstanding and without limitation to anything else
      stated in the Contract Documents, Contractor shall not be entitled to an
      Allowable Markup or any other amount or allowance as markup for overhead
      or profit on sums due to Contractor for Extra Work that are based on
      agreed unit prices; or (2) other amounts with respect to which the
      Contract Documents provide that no additional Allowable Markup shall be
      paid.
	 	 


        

         

        
          
            
            

          

          
            
            

            
              

            

          

          
            
            

          

        

         

        
          
            EXHIBIT
C

            Lien
Waivers and Releases

             

            CONDITIONAL
WAIVER AND RELEASE

            UPON
PROGRESS PAYMENT

             

            Project
Name:                                                                                              

             

            CES
Contract Number:                                                                            


             

            Upon
receipt by the undersigned of a check from Chevron Energy Solutions Company
("CES")
in the sum of $                                
         

                                                                                                                                                                                                            
(amount of
check) 

            payable
to                                                                        
 

                                 
   
(Contractor
Company name)

            and when
the check has been properly endorsed and has been paid by the bank upon which it
is drawn, this document shall become effective to release any mechanic's lien,
stop notice, or bond right the
undersigned has on the job of located at                                                                        


                                                          
(owner's
name)

                                                                                                                                                                                                                                        
          

            (address
of location/job description--if multiple sites/locations, please specify amount
of funds allocated to each site/location)

            to the
following extent. This release covers a progress payment for labor, services,
equipment, or material furnished to                                        
     

                                                                                                                                                                                                                          
  (Customer's
name)     

            through                                               
only and

                   
 (date)

            does not
cover any retentions retained before or after the release date; extras furnished
before the release date for which payment has not been received; extras or items
furnished after the release date. Rights based upon work performed or items
furnished under a written change order which has been fully executed by the
parties prior to the release date are covered by this release unless
specifically reserved by the claimant in this release. This release of any
mechanic's lien, stop notice, or bond right shall not otherwise affect the
contract rights, including rights between parties to the contract based upon a
rescission, abandonment, or breach of the contract, or the right of the
undersigned to recover compensation for furnished labor, services, equipment, or
material covered by this release if that furnished labor, services, equipment,
or material was not compensated by the progress payment. Before any recipient of
this document relies on it, said party should verify evidence of payment to the
undersigned.

             

            
               

              
                	
                        Dated:                                                     
      

                      	
                                                                                                       
      

                                         
      (Contractor Company Name)

                      


              

               

            

            
              	
                       
      

                    	
                      By:                                                              
                   
      

                    


            

            
              	
                       
      

                    	
                                        (Signature)

                    


            

             

            
              	
                       
      

                    	
                      Name:                                                         
            


                    


            

            
              	
                       
      

                    	
                                      
      (Printed or Typed Name)

                       

                      Title:                                             
                          

                    


            

             

             

            


            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              UNCONDITIONAL
WAIVER AND RELEASE 

              UPON
PROGRESS PAYMENT

            

             

            Project
Name:                                                                           

             

            CES
Contract Number:                                                  
         

             

            The
undersigned has been paid and has received a progress payment in the in the sum
of
$                               
     for labor, services, equipment,


                                                                                                                                                                                 (amount of
check)    

            or
material furnished to                                                     on
the job of                                       
located at                                                                                        
  

                                                            (Customer's
name)                                              (owner's
name)          (address of
location/job description-- if multiple sites/locations)   

            and does
hereby release any mechanic's                          
                                                      
                           
               


            
                                                                                      
 (please specify
amount of funds allocated to each site /location)

            

            lien,
stop notice, or bond right that the undersigned has on the above referenced job
to the following extent. This release covers a progress payment for labor,
services, equipment, or material
furnished to                                                                   through                                                                

                                                     
  (Customer's
name)                                                               
(date)

            only and
does not cover any retentions retained before or after the release date; extras
furnished before the release date for which payment has not been received;
extras or items furnished after the release date. Rights based upon work
performed or items furnished under a written change order which has been fully
executed by the parties prior to the release date are covered by this release
unless specifically reserved by the claimant in this release. This release of
any mechanic's lien, stop notice, or bond right shall not otherwise affect the
contract rights, including rights between parties to the contract based upon a
rescission, abandonment, or breach of the contract, or the right of the
undersigned to recover compensation for furnished labor, services, equipment, or
material covered by this release if that furnished labor, services, equipment,
or material was not compensated by the progress payment.

             

            NOTICE:
THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID
FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU IF YOU SIGN
IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL
RELEASE FORM.

             

            
               

              
                 

                
                  	
                          Dated:                                                     
      

                        	
                                                                                                         
      

                                           
      (Contractor Company Name)

                        


                

                 

              

              
                	
                         
      

                      	
                        By:                                                              
                   
      

                      


              

              
                	
                         
      

                      	
                                           (Signature)

                      


              

               

              
                	
                         
      

                      	
                        Name:                                                         
            


                      


              

              
                	
                         
      

                      	
                                        
      (Printed or Typed Name)

                         

                        Title:                                             
                          

                      


              

               

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

            
              
                CONDITIONAL
WAIVER AND RELEASE 

                UPON FINAL
PAYMENT

              

               

              Project
Name:                                                                           

               

              CES
Contract Number:                                                  
         

               

            

             

            Upon
receipt by the undersigned of a check from Chevron Energy Solutions
Company.

             

            
              (CES") in
the sum of $                                              
                   payable
to                                                                         
                                                

              (amount of
check)                                                                        
 (Contractor Company name)

            

            and when
the check has been properly endorsed and has been paid by the bank upon which it
is drawn,
this document shall become effective to release any mechanic's lien, stop
notice, or bond right the
undersigned has on the job of                                                                          
                     
          

                                                                                                                                                                 
(owner's
name)

            located
at                                                                                                                                                                            
                                             
           


                               
   (address
of location/job description -- if multiple sites/locations, please specify
amount of funds allocated to each site/location)

            This
release covers the final payment to the undersigned for all labor, services,
equipment, or material furnished to on the job, except for disputed claims for
additional work in the amount of $                   
                    
                 
. Except
as otherwise disclosed herein, all subcontractors and/or

            
                                                                        
           (amount of
disputed claims)

            

            suppliers
to the undersigned have been paid in full for the labor, services, equipment, or
material included in this voucher or will be paid from the proceeds of any funds
disbursed to the undersigned in accordance with this voucher; such funds will be
received in trust for that purpose. Before any recipient of this document relies
on it, said party should verify evidence of payment to the
undersigned.

             

             

            
              
                 

                
                  	
                          Dated:                                                     
      

                        	
                                                                                                         
      

                                           
      (Contractor Company Name)

                        


                

                 

              

              
                	
                         
      

                      	
                        By:                                                              
                   
      

                      


              

              
                	
                         
      

                      	
                                          (Signature)

                      


              

               

              
                	
                         
      

                      	
                        Name:                                                         
            


                      


              

              
                	
                         
      

                      	
                                        
      (Printed or Typed Name)

                         

                        Title:                                             
                          

                      


              

               

            

             

            
              
                
                

              

              
                
                

                
                  

                

              

              
                
                

              

            

             

             

            
              
                UNCONDITIONAL
WAIVER AND RELEASE 

                UPON FINAL
PAYMENT

              

               

              Project
Name:                                                                           

               

              CES
Contract Number:                                                  
         

            

             

             

            The
undersigned has been paid in full for all labor, services, equipment, or
material furnished to                                 
                                      
     

                                                                                                                                                                                                         
 (Customer's
name)

            on the
job of                               
located at                                                                                                                                                                                             
        

                                 
(owner's
name)                
(address
of location/job description -- if multiple sites/locations, please specify
amount of funds allocated to each site/location)

            and does
hereby waive and release any right to a mechanic's lien, stop notice, or any
right against a labor
and material bond on the job, except for disputed claims for extra work in the
amount of $                                      
                      
          . Except
as otherwise disclosed herein, all subcontractors and/or

                                                                             (amount of disputed
claims)

            suppliers
to the undersigned have been paid in full for the labor, services, equipment, or
material included in this voucher or will be paid from the proceeds of any funds
disbursed to the undersigned in accordance with this voucher; such funds will be
received in trust for that purpose.

             

            NOTICE:
THIS DOCUMENT WAIVES RIGHTS UNCONDITIONALLY AND STATES THAT YOU HAVE BEEN PAID
FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT IS ENFORCEABLE AGAINST YOU IF YOU SIGN
IT, EVEN IF YOU HAVE NOT BEEN PAID. IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL
RELEASE FORM.

             

             

            
              
                
                  
                    	
                            Dated:                                                     
      

                          	
                                                                                                           
      

                                             
      (Contractor Company Name)

                          


                  

                   

                

                
                  	
                           
      

                        	
                          By:                                                              
                   
      

                        


                

                
                  	
                           
      

                        	
                                             (Signature)

                        


                

                 

                
                  	
                           
      

                        	
                          Name:                                                         
            


                        


                

                
                  	
                           
      

                        	
                                          
      (Printed or Typed Name)

                           

                          Title:                                             
                          

                        


                

                 

                 

                 

                
                  
                    
                    

                  

                  
                    
                    

                    
                      

                    

                  

                  
                    
                    

                  

                

              

            

          

        

      

    

     

    

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
       

      
      

       

      
        	CONTINUATION
      SHEET
	 
	 APPLICATION
      AND CERTIFICATE FOR PAYMENT containing CONTRACTOR'S signed Certification
      is attached
	 Use Column I
      on Contracts where variable retainage for the line items may
    apply
	 	 	 	Work
    Completed	 	 	 	 	 
	
                Item

                No.

              	
                Description

                of Work

              	
                Scheduled

                Value 

              	
                Previous

                Applications

              	
                This

                Application

              	
                Stored

                Materials

              	
                Total Completed
      and

                Stored to-Date

              	
                Balance

                to Finish 

              	Retainage
	A	B	C	D	E	F	 G
      (D+E+F)	% 	H
      (C-G)	I
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	 	 	 	 	 	 	 	 	 
	 	SUB
      TOTAL OR TOTAL