Hanford City Council
December 16, 2025

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9 Code of the State of California to do the type of work contemplated in the project manual. The bidder shall further certify that he is skilled and regularly engaged in the general class and type of work called for in the project manual.

The bidder also certifies that he is knowledgeable of the unusual and peculiar hazards associated with the general class and type of work required to construct the specified project within the terms given in the project manual. The bidder shall be competent and skilled in the protective measures necessary for the safe performance of the construction work with respect to such unusual and peculiar hazards.

10. Disqualification of Bidders
More than one proposal from an individual, a firm or partnership, a corporation or combination thereof under the same or different names will not be considered. Reasonable grounds for believing that any bidder is interested in more than one proposal for the work contemplated will cause the rejection of all proposals in which such bidder is interested. If there is reason for believing that collusion exists among the bidders, none of the participants in such collusion will be considered in future proposals. Proposals in which the prices obviously are unbalanced may be rejected.

11. Designation of Subcontractors
All subcontractors doing work more than one-half of one percent (1/2 %) of the total bid amount shall be designated on the blank form contained within this volume. Failure to list subcontractors may render a bid nonresponsive and may be grounds for rejection of bids.

12. Recovery of Kickbacks by the City
Upon showing that a subcontractor made a kickback to a prime contractor or a higher tier subcontractor in connection with the award of a subcontract or an order, it shall be conclusively presumed that the amount discovered was included in the price of the subcontract or order and ultimately borne by the City and will be recoverable from the recipient. In addition, that amount may also be recovered from the subcontractor making such kickbacks. Recovery from one offending party shall not preclude recovery from other and all offending parties.

It shall be illegal for any payment, gratuity, or offer of employment to be made by or on behalf of a subcontractor under a contract to the prime contractor or higher tier subcontractor or any person associated with contracting, as an inducement for the award of a subcontract or order.

13. Material Guaranty
Before any contract is awarded, the bidder may be required to furnish a complete statement of the origin, composition and manufacture of any and all materials to be used in the construction of the work together with samples, which may be subjected to the tests provided for in these specifications to determine their quality and fitness for the work.

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10 14. Prevailing Wage Requirements
In accordance with the provisions of Section 1770 to 1781 of the Labor Code, the City of Hanford has ascertained that the general prevailing rate of wages applicable to the work being done is as per State of California, County of Kings wage scale that are current and online with the State of California Division of Industrial Relations (DIR) at:
https://www.dir.ca.gov/Public-Works/Prevailing-Wage.html The Contractor to whom the contract is awarded shall pay not less than the specified wages to all workmen employed in the execution of the contract.

Each Contractor awarded a contract must have an agent of the firm to sign documents required by the California Labor Code and to receive proper state forms for the reporting of certified payroll.

Except as may be otherwise required by law, all claims and disputes pertaining to the classification of labor employed on the Project under the Contract Documents shall be decided by the District’s Labor Compliance Officer.

Nothing contained herein shall be deemed to supersede any applicable laws, orders or regulations issued by competent authorities governing wages, hours of work of the employment of labor, nor to condone any violation of such laws, orders or regulations.

The Contractor shall post at appropriate conspicuous weatherproof points on the site of the Project a schedule showing the Prevailing Wage Determinations published by the Director of the California Department of Industrial Relations that are applicable to the Project.

Pursuant to the provisions of Division 2, Part 7, Chapter 1, Article 2 of the CALIFORNIA LABOR CODE at SECTION 1770, et seq., the City has obtained from the Director of the California Department of Industrial Relations the general prevailing rate of per diem wages and the prevailing rate for straight time, holiday time and overtime work in the locality in which the work is to be performed for each craft, classification or type of worker needed to execute the contract, a copy of which is available in the office of the City Engineer.

There shall be paid to each worker of the Contractor or any subcontractor, of any tier, engaged in the work not less than the general prevailing wage rate, regardless of any contractual relationship which may be alleged to exist between the Contractor or any subcontractor, of any tier, and such worker.

The Contractor and subcontractors will be required to pay all workers on a weekly basis and to submit the certified payrolls to the Labor Compliance Office weekly.

The Contractor shall forfeit Two Hundred Dollars ($200.00) to the City for each calendar day or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of the California Department of Industrial Relations for such work or craft in which such worker is employed by the contractor or by any subcontractor, of any tier, in connection with the work.

Pursuant to
CALIFORNIA LABOR CODE SECTION 1775, the difference between such prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof, for which each worker was paid less than the prevailing wage rate, shall be paid to each worker in addition to the penalties.

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11 CALIFORNIA LABOR CODE SECTION 1742.1 makes the Contractor, any subcontractor and the payment bond insurer jointly and severally liable for liquidated damages equal to the total underpayment of wages remaining uncorrected for sixty (60) days after receipt of the first notice of the underpayment. The underpaid employee will receive both the liquidated damages and the underpayment amount. The District may also request imposition of penalties equal to Fifty Dollars ($50.00) per day per worker in addition to the liquidated damages and underpayment.

Contractors shall maintain payrolls and basic records (e.g., timecards, canceled checks, cash receipts, trust fund forms, accounting ledgers, tax forms, etc.) during the course of the work and shall preserve them for a period of three (3) years for workers of all trades at the District’s project sites. Such records shall contain the name, address, and social security number of each worker, his or her classification, the rate of pay (including the rates of contributions for, or costs assumed to provide, fringe benefits), daily and weekly number of hours worked, deductions made, and actual wages paid.

The prime Contractor shall be responsible for ensuring that the labor standards provisions are followed by its subcontractors and shall be responsible for the Labor Code violations of its subcontractors.

The City, through its Labor Compliance Officer or its designer, shall conduct periodic inspections/audits to determine whether the workers of all trades on project sites have been paid according to the prevailing wage rates.

The City, through its Labor Compliance Officer and its consultants, has a duty to enforce the Labor Code public works requirements (Chapter 1 of Part 7 of Divisions 2 and 3 of the CALIFORNIA LABOR CODE). It is the policy of the District to strictly enforce the Public Works prevailing wage requirements set for in the California Labor Code. To that end, Contractors and subcontractors that are found to be repeat violators of the Labor Code are subject to debarment from bidding on, or being awarded, any public works construction contract to the extent provided by law.

Within thirty days of approval, the City shall register the project with the Department of Industrial Relations of a Public Works Contract being awarded to the Contractor using the online electronic form PWC-100. The Contractor and all subcontractors on the project shall provide their DIR registration numbers for verification of coverage and notification of the project. Contractors and subcontractors must submit certified payroll records to the Labor Commissioner using the DIR’s electronic certified payroll reporting (eCPR) system.

If a project total cost is $25,000 or less for construction, demolition, installation, or repair work, OR $15,000 or less for maintenance work, the Contractor is EXEMPT from:
i) DIR registration requirements for contactors or subcontractors performing the work ii) Requirements for electronic submission of monthly payroll records to the DIR iii) Requirements for DIR notification following award of the contract.

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12 15. Overtime Requirements
a) Overtime Requirements. No Contractor or subcontractor contracting for any part of the contract work which may require or permit any laborer or mechanic in any workweek in which he is employed on such work to work in excess of eight hours in any calendar day or in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half (1 ½) times his basic rate of pay for all hours worked in excess of eight hours in any calendar day or in excess of forty hours in such workweek, as the case may be. b) Violation; Liability for Unpaid Wages; In the event of any violation of the clause set forth in subparagraph (1), the Contractor and any subcontractor responsible therefore shall be liable to any affected employee for his unpaid wages.
c) Liquidated Damages. In addition, such Contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic employed in violation of the clause set forth in subparagraph (1) in the sum of $10 for each calendar day in which such employee was required or permitted to work in excess of eight hours or in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in subparagraph (1). d) Withholding for Unpaid Wages and Liquidated Damages. The Department of the Treasury may withhold or cause to be withheld from any monies payable on account of work performed by the Contractor or subcontractor such sum as may administratively be determined to be necessary to satisfy any liabilities of such Contractor or subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (2). e) Subcontracts. The Contractor shall insert in any subcontracts the clause set forth in subparagraph (1), (2), and (3) of this paragraph and also a clause requiring the subcontractor to include these clauses in any lower tier subcontracts which they may enter into together with a clause requiring the insertion in any further subcontracts that may in turn be made.

16. Addenda
If any person contemplating submitting a bid for the proposed contract is in doubt as to the true meaning of any part of the Plans and Specifications or other proposed Contract Documents or finds discrepancies in or omissions from the drawings or Specifications, he may submit to the City Engineer through Bidnet a request for information for an interpretation or correction thereof. The person submitting the request shall submit said request at least seven (7) days prior to the bid opening date. Any interpretation or correction of the proposed documents will be made only by Addendum duly issued, and a copy of such Addendum will be emailed or delivered to each person receiving a set of such documents. The City Council will not be responsible for any other explanations or interpretations of the proposed documents.

Each bid form shall include specific acknowledgment in the space provided of receipt of all addenda issued and emailed by the Owner during the bidding period. Failure to acknowledge so may result in the bid being rejected as not responsive.

17. Protest/Appeals
Because it is essential that Bidders have confidence in the procurement procedures for soliciting and awarding contracts, it is the policy of the City to offer Bidders the opportunity to appeal award of contracts. The following procedures shall apply regarding appeals:

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13 • Any Bidder who is allegedly aggrieved in connection with the solicitation or award of a contract may protest. Bidders are to be advised that protests of the process, terms, conditions or any other aspect of the RFB, must be made prior to the bid due date. Bidders may not protest the contents or the specifications of the bid, nor the award based on the use of the Local Vendor Preference. Protests must be transmitted by facsimile, email or by mail to the attention of the City Purchasing Agent.

Protest of the award must be made immediately, and in no event later than five (5) working days after the Bid award has been publicized. All protests must include the following information:

1. The name, address, telephone number and email address of the protestor.

2. The signature of the protestor or protestor's representative.

3. The bid, solicitation or proposal number.

4. A detailed statement of the legal and/or factual grounds of the protest and all documentation supporting the Bidder’s position at the time of the initial protest.

5. The form of relief requested (if applicable).

6. The Purchasing Manager or designee shall respond in writing within five working days to the protestor. If the protestor wishes to appeal the decision rendered by the Purchasing Agent, such appeal must be made in writing to the City Manager within five (5) working days of the Purchasing Agent's response.

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14 BIDDER'SCHECKLIST
SUBMITTHISBIDDER’SCHECKLISTWITHYOURBIDDOCUMENTS.

Bidders shall complete and submit all documents marked with an “X” in the “REQUIRED” column for bids to be considered responsive.

REQUIRED Designation of Subcontractors

1. Bid Proposal

2. Bid Schedule

3. Bid Bond

4. Certification of Bidder’s Experience and Qualifications

5. Bidder’s List

6. Designation of Subcontractors

7. Preliminary Construction Schedule

8. Non-Collusion Affidavit

9. Workers Compensation Certificate

10. Equal Employment Opportunity Compliance Certificate

11. Americans with Disabilities Act Compliance Certificate

12. California Ownership Disclosure for Contractors

13. State of California Drug-Free Workplace Certification

14. Iran Contracting Act Certification

15. All issued Addenda

16. Bid Security attached to front of Proposal in the form of (check one):

Certified Check Bid Guaranty Bond (Section 00 32 00)
Cashier’s Check Cash
SUBMITTED BY:

Name of Company Contact Name
Address
City State Zip
Phone No. Fax No.

Contractor’s License No.

Contractors D.I.R. Number _____________
Documents required on the checklist but not included with your bid may render your bid nonresponsive and ineligible for award. Bids received by the City of Hanford by the scheduled bid opening time will be opened and publicly read but are subject to verification that all the required documents have been submitted.

Dale Cooper LLC dba Safe Slide Restoration Dalton King
P.O, Box 102
Farmington MO 63640
573-225-4765 N/A
1025022
1000047940

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15 BID PROPOSAL
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
City of Hanford Date:
315 North Douty Street
Hanford, CA 93239-3951
The undersigned, as bidder, declares that we have received and examined the project entitled.

PLUNGE SLIDE REPAIRS
and will contract with the owner, on the form of agreement provided herewith, to do everything required for the fulfillment of the contract to:

Furnish all necessary labor, materials, equipment and incidentals necessary to resurface and recommission the waterslide located at The Plunge, 415 Ford Street, Hanford, CA. Work shall be performed in accordance with Whitewater’s (slide manufacturer) engineering specifications and industry standards. Work will consist of a) Gel Coat- Interior of Slide: remove all caulking, repair minor cracks, chips and scratches; mechanically sand entire surface of slide interior; remove any existing paint not consistent with gel coat; clean and rinse interiors and allow to dry overnight; apply 20-40 mils. gel coat to entire interior surface; polish gel coat on body slide sections; seal slide joints with polyurethane construction sealant (Sikaflex 1A or equivalent; and b) Exterior Coating of Slide: pressure wash exterior of slide; repair cracks, chips, and structural reinforcements if needed; apply adhesion promoter or sanding for bond preparation; replace all flange-to-flange hardware; apply new protective coating to entire exterior; apply non-skid in entry tub.

We agree that the contract documents include all parts of this project document as well as all referenced federal, state, and local agency requirements.

We acknowledge that addenda numbers _____________ through __________ have been received and have been examined as part of the project.

Attached is a bid guaranty bond duly completed by a guaranty company authorized to carry on business in the State of California in the amount of at least 10 percent (10%) of the total amount of our bid, or alternatively, there is attached a certified cashier′s check payable to the Owner in the amount of at least 10 percent (10%) of the total amount of our bid.

If our bid is accepted, we agree to sign the agreement without qualifications and to furnish the performance bond and the required evidence of insurance within 20 calendar days after receiving written notice of the award of the contract.

It is further understood and agreed that:
(a) In case of a discrepancy between words and figures, the words shall prevail, and in case of a discrepancy between unit prices and totals, the unit price shall prevail.

10.31.2025
Document 1 Document 1

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16 (b) The City reserves the right to eliminate any section of this proposal from the contract without claim from the contractor for profits lost.
(c) No verbal agreement or conversation with any officer, agent, or employee of the City, either before or after execution of the Agreement, shall affect or modify any of the terms or obligations of this proposal.
(d) The City will not be responsible for any errors or omissions on the part of the undersigned in making up his bid nor will the bidder be released on account of errors. (e) The undersigned bidder is properly licensed in accordance with the State of California Act providing for the registration of Contractors.
(f) If the proposal shall be accepted and undersigned shall fail to contract as aforesaid and to give the bonds in the sums to be determined aforesaid with surety satisfactory to the City Council within TWENTY (20) CALENDAR DAYS after the bidder has received notice from the City Council that the contract is ready for signature, the City Council may, at its option, determine that the bidder has abandoned the contract, and thereafter, this proposal and the acceptance thereof shall be null and void, and the forfeiture provisions relating to such security accompanying this proposal shall operate and the said security shall be the property of the City of Hanford.

We further agree, if our bid is accepted and a contract for performance of the work is entered into with the Owner, to so plan work and to prosecute it with such diligence that the work shall be completed within the time stipulated.
____________________________________
Name of Bidder
____________________________________
Contractor's License No.
____________________________________
Signature of Bidder
____________________________________
Title of Signatory
____________________________________ ____________________________________ Witness Address of Bidder
___________________________________ ____________________________________ Title of Witness State of Incorporation
1025022
P.O. Box 102, Farmington, MO 63640
Missouri
Dale Cooper LLC dba Safe Slide Restoration
Regional Account Manager
Dale Cooper
Owner

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17 BID SCHEDULE
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
PROJECT TITLE:

PLUNGE SLIDE REPAIR
per specifications of RFB 2026-11
ITEM
NO.

EST.

QTY.

UNIT DESCRIPTION ITEM AMOUNT
(include all appurtenant
expenses, labor, installation,
tools, delivery, taxes,
incidentals, and fees)
1 1 LS Gel Coat- Interior of Slide per specifications listed in Scope of Work $ _____________
2 1 LS Exterior Coating of Slide per specifications listed in Scope of Work $ _____________
TOTAL BID AMOUNT WRITTEN IN WORDS:
_______________________________________________________________________________________ _______________________________________________________________________________________ $ _____________________________

NUMERICAL VALUE
The lowest responsive and responsible bid will be determined on the basis of Total Bid amounts. The City reserves the right to reject any and all bids.

Abbreviations Used Above: LS= LUMP SUM
30,457.50
45,306.50
75,764.00
Seventy five thousand seven hundred sixty four dollars and zero cents

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18 BID GUARANTY BOND
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
KNOW ALL MEN BY THESE PRESENTS:

That , hereinafter,
called the Principal, and , hereinafter.
called the Surety, are jointly and severally held and firmly bound unto the City of Hanford, hereinafter called the Oblige, each in the penal sum of 10 percent (10%) of the total amount of the bid of the Principal for the work, this sum not to exceed, Dollars
($_________________) of lawful money of the United States for the payment whereof unto the Oblige, the Principal and Surety jointly and severally bind themselves forever firmly by these presents.

WHEREAS the Principal is herewith submitting its offer for the fulfillment of Oblige′s contract for:

PLUNGE SLIDE REPAIRS
NOW THEREFORE, the conditions of this obligation is such that if the Principal is awarded the contract, and if the Principal, within the time specified in the bid for such contract enters into, executes, and delivers to the Oblige an agreement in the form provided herein complete with evidences of insurance, and if the Principal within the time specified in the bid gives to the Oblige the performance and payment bonds on the form provided herein, then this obligation shall be void; otherwise, the Principal and Surety will pay unto the Oblige the difference in money between the total amount of the bid of the Principal and the amount of which the Oblige legally contract with another party to fulfill the contract if the latter amount be in excess of the former, but in no event shall the Surety′s liability exceed the penal sum hereof.

AND IT IS HEREBY DECLARED AND AGREED that the Surety shall be liable under this obligation as Principal, and that nothing of any kind or nature whatsoever that will not discharge the Principal shall operate as a discharge or a release of liability of the Surety.

IT IS HEREBY FURTHER DECLARED AND AGREED that this obligation shall be binding upon and insured to the benefit of the Principal, and Surety, and the Oblige and their respective heirs, executors, administrators, successors and assigns.

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19 SIGNED AND SEALED this _____ day of ________________________ 20___. (SEAL) __________________________________________________ Principal
__________________________________________________
Signature for Principal
(SEAL) __________________________________________________ Surety
__________________________________________________
Signature for Surety
__________________________________________________
Title of Signatory

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20 CERTIFICATION OF BIDDER'S

EXPERIENCE AND QUALIFICATIONS
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
The undersigned bidder certifies that he is, at the time of award, and shall be, throughout the period of the contract, licensed by the State of California to do the type of work required under terms of the contract documents, under California Contractors License Number ____________________, and which has an expiration date of ____________________. Bidder further certifies that he is skilled and regularly engaged in the general class and type of work called for in the contract documents.

In accordance with the requirements of Section 9 on Page 9, the bidder represents that he is competent, knowledgeable and has special skills in the nature, extent, and inherent conditions of the work to be performed. Bidder expressly acknowledges that he is aware of and has the skill and experience to foresee and to adopt protective measures to perform the construction work adequately and safely.

The bidder and its employee or agent signing this Certification declares under penalty of perjury that the foregoing statements and representations are true and correct and will remain true and correct throughout the period of the contract.

The Bidder’s List on the next page should be completed and incorporated with documents submitted at time of bid. After award of contract, all subcontractors’ information on Bidder’s List shall be submitted to Project Engineer.

Signed this ____ day of _________________________20___. ___________________________________________________
Name of Bidder
___________________________________________________
Contractor's License No. & State
___________________________________________________
Signature of Bidder
___________________________________________________
Title of Signatory
1025022
Dale Cooper LLC dba Safe Slide Restoration
1025022
Regional Account Manager
31 October 25
3/31/2027

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21 BIDDER’S LIST
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
All bidders/proposers are requested to provide the following information for all DBE and non-DBE contractors who provide a proposal, bid, quote, or are contacted by the proposed prime. This information is also required from the prime contractor, and we request that it be submitted with their bid/proposal. The City of Hanford will use this information to maintain and update a “Bidder’s” List to assist in the overall annual DBE goal-setting process.

Firm Name:

Contractors License Number:

Department of Industrial Relations Number (DIR Number):

Address:

Contact Person:

Phone:

Fax:

E-mail Address:

Number of years in Business:

Type of work/services/materials provided by firm:

What are your firm’s Gross Annual Receipts for last year? [ ] Less than $1 million
[ ] Less than $5 million
[ ] Less than $10 million
[ ] Less than $15 million
[ ] More than $15 million
Thank you for your cooperation in completing this survey.

Dale Cooper LLC dba Safe Slide Restoration
1025022
P.O. Box 102, Farmington, MO 63640
Dalton King
573-225-4765
N/A
[email protected]
17 years
Restoration and Application of specialty coatings on waterslides, steel structure and aquatic play features.
1000047940

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22 DESIGNATION OF SUBCONTRACTORS
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
The undersigned certifies that he has used the sub-bids of the following listed subcontractors in making up his bid, and that the duly licensed subcontractors listed will be used for the work for which they bid, subject to the approval of the Engineer, and in accordance with the applicable provisions of these specifications and plans. If no subcontractors will be on the job, write “None” across form.

All subcontractors used for the work must be listed per Section 4104(a) of the Public Contract Code.

ITEM # SUBCONTRACTOR ADDRESS/TELEPHONE NO. CSLB LICENSE NO.

D.I.R. NUMBER
_____________________________________ ______________________________________ Date Bidder's Name
_____________________________________ ______________________________________ Address Authorized Signature
_____________________________________ ______________________________________ Type of Organization Telephone Number
(Individual, Partnership or Corporation)
__________________________________ ______________________________________ Bidder’s License No. Bidder’s D.I.R. No.

N/A N/A N/A N/A N/A

10.31.2025 Dale Cooper LLC dba Safe Slide Restoration
P.O. Box 102, Farmington, MO 63640
573-225-4765
1025022
LLC
1000047940

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23 NON-COLLUSION DECLARATION
Public Contract Code § 7106
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
The undersigned declares:

I am the __________________________________________[Title] of __________________________________________ [Name of Bidder], the party making the foregoing bid for:

PLUNGE SLIDE REPAIRS
The bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation. The bid is genuine and not collusive or sham. The bidder has not directly or indirectly induced or solicited any other bidder to put in a false or sham bid. The bidder has not directly or indirectly colluded, conspired, connived, or agreed with any bidder or anyone else to put in a sham bid, or to refrain from bidding. The bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the bid price of the bidder or any other bidder, or to fix any overhead, profit, or cost element of the bid price, or of that of any other bidder. All statements contained in the bid are true. The bidder has not, directly or indirectly, submitted his or her bid price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, to any corporation, partnership, company, association, organization, bid depository, or to any member or agent thereof, to effectuate a collusive or sham bid, and has not paid, and will not pay, any person or entity for such purpose.

Any person executing this declaration on behalf of a bidder that is a corporation, partnership, joint venture, limited liability company, limited liability partnership, or any other entity, hereby represents that he or she has full power to execute, and does execute, this declaration on behalf of the bidder.

I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct and that this declaration is executed on _____________________[Date], at _____________________[City], _____________________[State]. _______________________________________
Signature of Bidder
________________________________________
Name and Title of Signature
Regional Account Manager
Dale Cooper LLC dba Safe Slide Restoration
Dalton King Regional Account Manager

10.31.2025
Farmington Missouri

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24 WORKERS’ COMPENSATION INSURANCE CERTIFICATE
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)

STATE OF CALIFORNIA )
) ss

CITY OF HANFORD )
I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work under this contract.

Company Name: _______________________________________________________________ Business Address: _______________________________________________________________ Signature:_____________________________________________________________________ Name of Signing Official: ________________________________________________________ Title of Signing Official: _________________________________________________________ Date: __________________________________________________________________________ Company Seal:

Dale Cooper LLC dba Safe Slide Restoration
P.O. Box 102, Farmington, MO 63640
Dalton King
Regional Account Manager

10.31.2025

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25 EQUAL EMPLOYMENT OPPORTUNITY COMPLIANCE CERTIFICATE
(EXECUTIVE ORDER 11246)
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
Equal Opportunity Clause: Unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Executive Orders 10925, 11114 or Section 204 of Executive Order 11246 of September 24, 1965, during the performance of each contract with the City of Hanford, the Proposer agrees as follows:
a) The proposer will not discriminate against any employee or applicant for employment because of race, color, religion, gender, national origin, or political affiliation. The proposer will take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, gender, national origin, or political affiliation. Such action shall include, but not be limited to, the following: employment upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. The proposer agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the contracting officer setting forth the provisions of this nondiscrimination clause.
b) The proposer will, in all solicitations or advertisements for employees, placed by or on behalf of the proposer, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, gender, national origin or political affiliation.
c) The proposer will send to each labor union or representative of workers with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the agency contracting officer, advising the labor union or the workers’ representative of the proposer commitments under Section 202 of Executive Order 11246 of September 24, 1965, and shall post copies of the notice on conspicuous places available to employees and applicants for employment. d) The proposer will comply with all provisions of Executive Order 11246 of September 24, 1965, and the rules, regulations and relevancy orders of the Secretary of Labor.
e) The proposer will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations and relevant orders of the Secretary of Labor, or pursuant thereto, and will permit access to his books, records and accounts by the contracting agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.
f) In the event of the proposer’s non-compliance with the non-discrimination clauses of this subcontract or with any of such rules, regulations or orders, this subcontract may be canceled, terminated or suspended, in whole, or in part and the proposer may be declared ineligible for further government contracts in accordance with the procedures authorized in accordance with ExecutiveOrder 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or otherwise provided by law.
g) The proposer will include the provisions of Paragraphs (1) through (7) in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The proposer will take such action with respect to any subcontract or purchase order as the contracting agency may direct as a means of enforcing such provisions including sanctions for non-compliance. Provided, however, that in the event the proposer becomes involved in, or is threatened with litigation with a subcontractor or vendor as a result of such direction by the contracting agency, the proposer may request the United States to enter into such litigation to protect the interest of the United States.

Company Name: __________________________________________________________________________________ Business Address: _________________________________________________________________________________ Signature: _______________________________________________________________________________________ Name of Signing Official (type): _____________________________________________________________________ Title of Signing Official (type): _________________________________Date: _________________________(SEAL) Dale Cooper LLC dba Safe Slide Restoration
P.O. Box 102, Farmington, MO 63640
Dalton King
Regional Account Manager 10.31.2025

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26 AMERICANS WITH DISABILITIES ACT COMPLIANCE CERTIFICATE (TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
By submission of a bid, the BIDDER certifies it will comply with the Americans with Disabilities Act, 42 U.S.C., 12101 et. seq., and will maintain compliance throughout the life of this Contract.

By commencing performance of the Contract work, the selected BIDDER certifies to the Americans with Disabilities Act compliance.

Company:______________________________________________________________________ Business Address: _________________________________________________________________ Signature:________________________________________________________________________ Name of Signing Official: _________________________________________________________ Title of Signing Official: _________________________________________________________ Date: _______________________________________________
Company Seal:

Dale Cooper LLC dba Safe Slide Restoration
P.O. Box 102, Farmington, MO 63640
Dalton King
Regional Account Manager

10.31.2025

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27 CITY OF HANFORD, CA OWNERSHIP DISCLOSURE FOR CONTRACTORS

AND CONSULTANTS
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
NAMES OF PRINCIPALS, PARTNERS, AND/OR TRUSTEES:

Firm Name: ______________________________________________________________________ Firm Address: ____________________________________________________________________ List the names of all principals, partners, and/or trustees. For corporations provide names of officers, directors and all stockholders owning more than 10% equity interest in corporation:
_________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ _________________________________________________________________________________ Submitted by: Name _______________________________________________________________ Date __________________________________________
Dale Cooper LLC dba Safe Slide Restoration
P.O. Box 102, Farmington, MO 63640
Dalton King

10.31.2025
Dale Cooper, owner

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28 STATE OF CALIFORNIA DRUG-FREE WORKPLACE CERTIFICATION STD.21 (REV.12-93)
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
I, the official named below, hereby swear that I am duly authorized legally to bind the contractor or grant recipient to the certification described below. I am fully aware that this certification, executed on the date below, is made under penalty of perjury under the laws of the State of California.

Contractor Proposer Firm Name: _____________________________________________________ Federal ID Number: _____________________________________________________ BY (Authorized Signature): _____________________________________________________ Date Executed: _____________________________________________________ Printed Name of Person Signing: _____________________________________________________ Telephone Number (Including Area Code): _____________________________________________ Title: _______________________________________________________________________________ Contractor/Proposer Firm’s Mailing Address: ____________________________________________ The contractor or grant recipient named above hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. The above-named contractor or grant recipient will:

1. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a).

2. Establish a Drug-Free Awareness Program as required by Government Code Section 8355(b), to inform employees about all of the following:
a) The dangers of drug abuse in the workplace,
b) The person’s or organization’s policy of maintaining a drug-free workplace, c) Any available counseling, rehabilitation, and employee assistance programs, and d) Penalties that may be imposed upon employees for drug abuse violations.

3. Provide as required by Government Code Section 8355(c), that every employee who works on the proposed contract or grant:
a) Will receive a copy of the company’s drug-free workplace policy statement, and b) Will agree to abide by the terms of the company’s statement as a condition of employment on the contract or grant.

4. At the election of the contractor or grantee, from and after the “Date Executed” and until (NOT TO EXCEED 36 MONTHS), the state will regard this certificate as valid for all contracts or grants entered into between the contractor or grantee and this state agency without requiring the contractor or grantee to provide a new and individual certificate for each contract or grant. If the contractor or grantee elects to fill in the blank date, then the terms and conditions of this certificate shall have the same force, meaning effect and enforceability as if a certificate were separately, specifically, and individually provided for each contract or grant between the contractor or grantee and this state agency.

Dale Cooper LLC dba Safe Slide Restoration
38-3560740

10.31.2025
Dalton King
573-225-4765
Regional Account Manger
[email protected]

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29 IRAN CONTRACTING ACT CERTIFICATION
(Public Contract Code Section 2200 et seq.)
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
As required by California Public Contract Code Section 2204, the Contractor certifies subject to penalty for perjury that the option checked below relating to the Contractor’s status in regard to the IranContracting Act of2010(PublicContractCodeSection2200et seq.)is true and correct:

The Contractor is not:
(a) Identified on the current list of persons and entities engaged in investment activities in Iran prepared by the California Department of General Services in accordance with subdivision (b) of Public Contract Code Section 2203; or
(b) Afinancial institutionthatextends,for45daysormore, creditinthe amountof$20,000,000or more to any other person or entity identified on the current list of persons and entitiesengaging in investment activities in Iran prepared by the California Department of General Services in accordance with subdivision (b) of Public Contract Code Section 2203, if that person or entity uses or will use the credit to provide goods or services in the energy sectorin Iran.

The City has exempted the Contractor from the requirements of the Iran Contracting Act of 2010 after making a public finding that, absent the exemption, the City will be unable to obtain the goods and/or services tobeprovided pursuanttotheContract.

The amount of the Contract payable to the Contractor for the Project does not exceed $1,000,000 over the life ofthe contract (up to 3 years).

Signature: _______________________________________________________ PrintedName: ______________________________________________________ Title: ___________________________________________________________ AgencyName: ___________________________________________________ Date: ___________________________________________________________________ Note: In accordance with Public Contract Code Section 2205, false certification of this form shall be reported to the California Attorney General and may result in civil penalties equal to the greater of $250,000 or twice the Contract amount, termination of the Contract and/or eligibility to bid on contracts for three years.

Dalton King
Regional Account Manager
Dale Cooper LLC dba Safe Slide Restoration

10.31.2025

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30 AWARD AND EXECUTION OF CONTRACT

1. Award of Contract
Upon review of the proposals, the contract will be awarded and executed per Paragraph 2.07 and

2.08 of Subsection 2 (Proposal and Contract) of Section 1 (General Conditions) of the City Standards and these contract documents. The award of the contract, if it is awarded, will be to the lowest responsible, responsive bidder whose proposal complies with all the requirements prescribed.

The City of Hanford, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252) and the Regulations of the Department of Commerce (15 C.F.R., Part 8), issued pursuant to such Act, hereby notifies all bidders that it will affirmatively ensure that the contract entered into pursuant to this advertisement will be awarded to the lowest responsible, responsive bidder without discrimination on the grounds of race, color or national origin.

The City Council, however, reserves the right to reject any or all bids and to waive any informality or irregularity in bids received. The City Council also reserves the right to reject the bid of any bidder who has previously failed to perform properly or did not complete on time contracts with the City of Hanford of a nature similar to this project.

Such an award, if made, will be made within sixty (60) days after the opening of the proposals. All bids will be compared on the basis of the Engineer's Estimate of the quantities of work to be done.

2. Contract Bonds
The successful bidder shall furnish a good and sufficient bond listed in the Federal Register and executed by an "Admitted Surety Insurer," in the amount of one hundred percent (100%) of the total bid amount to guarantee the faithful performance of the contract by the Contractor, and a second bond.

Pursuant to California Code of Civil Procedure Section 995.120, an “Admitted Surety Insurer” is defined as a corporate insurer or a reciprocal or inter-insurance exchange to which the Insurance Commissioner of the State of California has issued a Certificate of Authority to transact surety insurance in the State of California.

The successful bidder shall, in addition, furnish a surety bond in a penal sum of ten percent (10%) of the amount of the contract as Warranty security for the correction of deficiencies during the specified guaranty period as specified in Paragraph 6.26 of Subsection 6 (Legal Relations and Responsibilities to the Public) of Section 1 (General Conditions) of the Standard Specifications, Titled "Defective Material and Workmanship Guarantee." Said Bond shall be furnished by the completion of the contract prior to acceptance by the City.

All alterations, extensions of time, extra and additional work and other changes authorized by these specifications may be made without securing the consent of the surety or sureties on the contract bonds.

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31 Whenever any surety or sureties on any such bonds required by a law for the protection of the claims of performance becomes insufficient, or the City has cause to believe that such surety or sureties have become insufficient, a demand in writing may be made of the Contractor for such further bond or bonds or additional surety, not exceeding that originally required as is considered necessary. Thereafter, no payment shall be made upon such contract to the Contractor until such further bond or bonds or additional surety has been furnished.

3. Execution of Contract
The contract shall be signed by the successful bidder and returned together with the contract bonds and satisfactory evidence of insurance as provided in this section within twenty (20) calendar days after the bidder has received notice that the Contract has been awarded. No proposal shall be considered binding upon the City until the execution of the contract.

4. Failure to Execute Contract
Failure to execute a contract, file acceptable bonds, and provide insurance as provided herein within twenty (20) calendar days after the bidder has received notice that the contract has been awarded shall be just cause for the annulment of the award and the forfeiture of the proposal guaranty.

If the successful bidder refuses or fails to execute the contract, the City Council may award the contract to the second lowest responsible, responsive bidder. If the second lowest responsible, responsive bidder refuses or fails to execute the contract, the Council may award the contract to the third lowest responsible, responsive bidder. On the failure or refusal of the second or third lowest responsible, responsive bidder to whom any such contract is so awarded to execute the same, such bidder's guaranties shall be likewise forfeited to the City. The work may then be readvertised or may be constructed by the day labor, as the City Council may decide.

5. Return of Proposal Guaranties
Within ten (10) calendar days after the award of the contract, the City Council will return the proposal guaranties accompanying such of the proposals as are not to be considered in making the award. All other proposal guaranties will be held until the contract has been finally executed, after which they will be returned to the respective bidders whose proposals they accompany.

6. Insurance Requirements
The Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees or subcontractors. Contractor will maintain the following coverage, and coverage shall be at least as broad as:

7. Minimum Scope of Insurance
Contractor, at Contractor’s own cost and expense, shall procure and maintain, for the duration of this Agreement, the following insurance policies.

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32 a) Commercial General Liability (CGL): Insurance Services Office (ISO) Form CG 0001, including products and completed operations, with limits of no less than TWO MILLION AND NO/100 DOLLARS ($2,000,000) per occurrence for bodily injury, personal injury, and property damage. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be FOUR MILLION AND NO/100 DOLLARS ($4,000,000), twice the required occurrence limit. b) Automobile Liability: ISO Form Number CA 0001 covering any auto (Code 1), with a limit no less than TWO MILLION AND NO/100 DOLLARS ($2,000,000) combined single limit for each occurrence for bodily injury and property damage for all activities arising out of or in connection with the Services to be performed under this Agreement, including coverage for owned, hired and non-owned vehicles.
c) Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with a limit of no less than ONE MILLION AND NO/100 DOLLARS ($1,000,000) per accident for bodily injury or disease. In addition, Contractor shall require each subcontractor to similarly maintain worker’s compensation insurance or employer’s liability insurance in accordance with the laws of the State of California for all of subcontractor’s employees. Any notice of cancellation, non-payment of premium, non- renewal or modification of any Workers’ compensation policies must be received by the City at least ten (10) days prior to such cancellation, non-renewal or modification.

8. Minimum Limits of Insurance:

Contractor’s insurance policies shall be “occurrence” policies and not “claims-made” coverage.

If any coverage required is written on a claims-made coverage form:
(a) The retroactive date must be shown, and this date must be before the execution date of this contract or the beginning date of contractor work.
(b) Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of contract work.
(c) If coverage is canceled or non-renewed and not replaced without another claims-made policy form with a retroactive date prior to the contract effective date, or start of work date, Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.
(d) A copy of the claims reporting requirements must be submitted to City for review and approval.

If Contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by Contractor.

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33 Contractor may maintain an Umbrella policy in conjunction with the insurance policies referenced above. In such case, Contractor shall be deemed to have satisfied the insurance requirements of this contract as long as:
(a) the coverage limits of the Umbrella policy and of the underlying liability policy(ies), when combined, satisfy each of the per occurrence and aggregate requirements identified in this section; and
(b) coverage under the Umbrella policy is as broad as and includes all incidents and events covered by the underlying insurance that it supplements.

9. Deductibles & Self-Insured Retentions:

Any deductibles or self-insured retentions must be declared with the insurance document and provided to and approved by the City. The City may require Contractor to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Alternatively, the City may require Contractor to provide a Financial Guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses within the retention.

10. Other Insurance Provisions Endorsements:

The policies are to contain, or be endorsed to contain, the following provisions:
(a) “The City and its elected or appointed officers, officials, employees, agents, and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of work or operations performed by or on behalf of Contractor including materials, parts, or equipment furnished in connection with such work or operations; products used by Contractor; or automobiles owned, leased, hired or borrowed by Contractor. General liability coverage can be provided in the form of endorsement to Contractor’s insurance at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10 and CG 20 37 if a later edition is used. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, officials, employees or volunteers. (b) For any claims related to this contract, Contractor’s insurance coverage shall be primary insurance as respects the City and its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City and/or its officers, officials, employees, or volunteers shall be in excess of Contractor’s insurance and shall be non-contributory. (c) Each insurance policy required above shall provide that coverage shall not be canceled, except with a minimum 30 days’ notice to the City.
(d) The policies of insurance shall be considered primary insurance as respects the City, its elected or appointed officers, officials, employees, agents and volunteers. Any insurance maintained by the City, including any self-insured retention the City may have, shall be considered excess insurance only and shall not contribute with the policies of insurance obtained by Consultant.

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34 (e) These policies of insurance shall act for each insured and additional insured as though a separate policy had been written for each, except with respect to the limits of liability of the insurance company.
(f) The insurer shall agree to waive all rights of subrogation against City, its officials, officers, agents, employees and volunteers for losses arising from work performed by Consultant for City. (g) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected or appointed officers, officials, employees, agents or volunteers. (h) The insurance provided by these policies shall not be suspended, voided, canceled, modified or reduced in coverage or in limits except after thirty (30) days written notice has been received by the City.

11. Acceptability of Insurers:

Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than “A-“ (Excellent) and which are authorized to write business in California.

12. Verification of Coverage
Contractors shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language affecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

All forms and endorsements are to list the City of Hanford as additional insured’s. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.

Contractor hereby grants to City and its officers, officials, employees, and volunteers a waiver of any right to subrogation which any insurer of Contractor may acquire against the City and/or its officers, officials, employees, and volunteers by virtue of the payment of any loss under such insurance. Contractor agrees to obtain endorsements necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name City as a loss payee.

If the project does not involve new or major reconstruction, at the option of City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion, or adjustment to existing buildings, structures, processes, machinery, and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery, or equipment damaged, impaired, broken, or destroyed during the performance of this contract, including during transit, installation, and testing at the City-owned site.

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35 The City reserves the right to modify the insurance requirements contained in this contract, including, without limitation, coverage limits, based on the nature of risk, prior experience, insurer, coverage, or other special circumstances.

13. Subcontractors
Contractor shall include all subcontractors as insureds under its policies OR shall furnish separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

14.City Indemnification
To the fullest extent allowable by law, Contractor agrees to indemnify, defend and hold harmless the City and its officials, officers, employees, agents and volunteers from and against all claims, demands, actions, injuries, liabilities, losses, costs or damages, direct or indirect, and any and all attorneys’ fees and other expenses which City or its officials, officers, employees, agents or volunteers may sustain or incur as a consequence of or are in any way related to Contractor’s or its owners, directors, officers, managers, employees, agents or subcontractors’ willful misconduct or negligent acts or omissions in the performance of the services and Contractor’s responsibilities and obligations to be performed under this Agreement or its failure to perform or comply with any of its obligations or responsibilities contained in this Agreement. This excludes, however, such liability, claims, losses, damage or expenses arising from the sole negligence, active negligence or willful misconduct of the City or its officials, officers, employees, agents and volunteers. This duty to indemnify, defend, and hold harmless shall survive the termination of this Agreement.

15. Estimates
The Contractor shall once each month prepare an estimate (on forms furnished by the Engineer) of the total amount of work done and acceptable materials on hand (materials furnished and delivered by the Contractor on the ground and not used). The Engineer shall review the Contractor's monthly estimate for compliance with the provisions of the contract. Upon the Engineer's approval of the Contractor's monthly estimate, the City of Hanford shall retain 5% of such estimated value of the work done and materials on hand and shall pay monthly to the Contractor, while carrying on the work, the balance not retained, as aforesaid, after deducting there from all previous payments and all sums to be kept or retained under the provisions of the contract.

No such estimate or payment shall be required to be made, when in the judgment of the Engineer, the work is not the total value of the work done since the last estimate amounts to less than five hundred dollars ($500).

16.Compliance with Laws
Contractor shall use the proper standard of care in performing the services and shall comply with all applicable federal, state and local laws, codes, ordinances and regulations. In addition, if the request for proposal to provide professional services which are the subject of this contract cited any federal or state financial assistance involved in the project for which the services are provided, the Contractor shall perform all services in accordance with all applicable federal and state laws, rates and regulations.

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36 17. Licenses
Contractor represents and warrants to City that it has all licenses, permits, qualifications, insurance and approvals of whatsoever nature which are legally required of Contractor to lawfully and competently perform the services. Contractor represents and warrants to City that Contractor shall, at its sole cost and expense, keep in effect, or obtain at all times during the term of this contract, any licenses, permits, insurance and approvals which are legally required of Contractor to lawfully and competently perform the services. Contractor shall maintain a City of Hanford business license.

18. Assignment and Subcontracting
The parties recognize that a substantial inducement to City for entering into this contract is the reputation, experience and competence of Contractor. Assignments of any or all rights, duties or obligations of the Contractor under this contract will be permitted only with the express consent of the City, which consent may be withheld in the sole and absolute discretion of City. Contractor shall not subcontract any portion of the services to be performed under this contract without the written consent of the City, which consent may be withheld in the sole and absolute discretion of City. If City consents to such subcontract, Contractor shall be fully responsible to City for all acts or omissions of the subcontractor. Nothing in this contract shall: (1) create any contractual relationship between City and subcontractor; (2) create any obligation on the part of the City to pay or to see to the payment of any monies due to any such subcontractor; or (3) relieve Contractor of any of its obligations and responsibilities under this contract.

19. Sole and Only Contract
This contract supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the matters set forth herein and contains all of the covenants and agreements between the parties regarding said matters. Each party to this contract acknowledges that no representations, inducements, promises or agreements, orally or in writing, have been made by any party or anyone acting on behalf of any party which are not embodied in this contract, and no other agreement, statement or promise shall be valid or binding.

20. Invalidity
If any provision of this contract is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect without being impaired or invalidated in any way.

21. Amendment
No change, amendment or modification of this contract shall be valid unless the same be in writing and signed by the parties hereto.

22.Governing Law
This contract shall be construed and governed pursuant to the laws of the State of California.

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37 23. Waiver
Waiver of a breach or default under this contract shall not constitute a continuing waiver of a subsequent breach of the same or any other provision under this contract.

24. Authority to Enter Contract
Contractor has all requisite power and authority to conduct its business and to execute, deliver and perform the contract. Each party warrants that the individuals who have signed this contract have the legal power, right and authority to make this contract and to bind each respective party.

25.Notice
Except as otherwise expressly provided herein, any notice, consent, authorization or other communication to be given hereunder shall be in writing and shall be deemed duly given and received when delivered personally, when transmitted by facsimile or email if receipt is acknowledged by the addressee, one business day after being deposited for next-day delivery with a nationally recognized overnight delivery service, or three business days after being mailed by first class mail, charges and postage prepaid, properly addressed to the party to receive such notice at the address identified.

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38 LABORCOMPLIANCE PROGRAM AND

LABOR AND OTHER CODE REQUIREMENTS CERTIFICATE
PART 1 STATE WAGE RATE CLAUSES
A. Pursuant to Sections 1720 et seq., and 1770 et seq., of the California Labor Code, the successful bidder shall pay not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations. Prevailing wage schedules for Kings County are available from the Department of Industrial Relations - Division of Labor Statistics and Research via the Internet at www.dir.ca.gov. A prevailing wage scale is also on file in the office of the CITY OF HANFORD PUBLIC WORKS DEPARTMENT and copies may be obtained upon request.

B. The successful bidder intending to use a craft or classification not shown on the prevailing rate determinations may be required to pay the rate of the craft or classification most closely related to it.

C. Pursuant to the provisions of California Labor Code, section 1773, the City has obtained from the Director of the Department of Industrial Relations the general prevailing rate of per diem wages and the general prevailing rate of holiday and overtime work in the locality in which the Work is to be performed for each craft, classification or type of worker needed to execute the Work. Copies of the prevailing rate of per diem wages are on file at the City’s Public Works Department office and shall be made available to any interested party on request. The Contractor shall cause a copy of the Director’s determination of the prevailing rate of per diem wages to be posted at a prominent place at the site of the Work. The possibility of wage increases is one of the elements to be considered by the Contractor in determining his bid and will not under any circumstances be considered as the basis of claim against the City. The Contractor shall comply with Labor Code section 1774 and 1775. In accordance with Labor Code section 1775, the Contractor shall forfeit as a penalty to the City not more than $50 for eachDayor portion thereof for each worker paid less than the prevailing rates as determined by the director for the Work or craft in which the worker is employed for any Work or by any subcontractor under the Contractor. The amount of this penalty shall be determined by the Director based on the factors set forth in section 1775. In addition to such penalty, the difference between such prevailing wage rates and the amount paid to each workman for each day or portion thereof for each workman was paid less than the prevailing wage rate shall be paid to each worker by the Contractor.

PART2 LABORCODESECTION1776-COMPLETEPAYROLLRECORDS;CERTIFIEDAND

AVAILABLE
A. Each contractor and subcontractor shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other employee employed by him or her in connection with the public work. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following:

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39 (1) The information contained in the payroll record is true and correct. (2) The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by his or her employees on the public works project.

B. The payroll records enumerated under subdivision (a) shall be certified and shall be available for inspection at all reasonable hours at the principal office of the contractor on the following basis:
(1) A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or his or her authorized representative on request. (2) A certified copy of all payroll records enumerated in subdivision (a) shall be made available for inspection or furnished upon request to a representative of the body awarding the contract, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards of the Department of Industrial Relations. (3) A certified copy of all payroll records enumerated in subdivision (a) shall be made available upon request by the public for inspection or for copies thereof. However, a request by the public shall be made through either the body awarding the contract, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement.

If the requested payroll records have not been provided pursuant to paragraph (2), the requesting party shall, prior to being provided the records, reimburse the costs of preparation by the contractor, subcontractors, and theentity throughwhichtherequest was made. The public may not be given access to the records at the principal office of the contractor.

C. The certified payroll records shall be on forms provided by the Division of Labor Standards Enforcement or shall contain the same information as the forms provided by the division.

D. A contractor or subcontractor shall file a certified copy of the records enumerated in subdivision (a)with the entity thatrequested therecordswithin 10days afterreceipt of a written request.

E. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by the awarding body, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement shall be marked or obliterated to prevent disclosure of an individual's name, address, and social security number. The name and address of the contractor awarded the contract or the subcontractor performing the contract shall not be marked or obliterated. Any copy of records made available for inspection by, or furnished to, a joint labor-management committee established pursuant to the federal Labor Management Cooperation Act of 1978 (29 U.S.C. Sec. 175a) shall be marked or obliterated only to prevent disclosure of an individual's name and social security number. A joint labor management committee may maintain an action in a court of competent jurisdiction against an employer who fails to comply with Section 1774. The court may award restitution to an employee for unpaid wages and may award the joint labor management committee reasonable attorney's fees and costs incurred in maintaining the action. An action under this subdivision may not be based on the employer's misclassification of the craft of a worker on its certified payroll records.Nothing in this subdivision limits any other available remedies for a violation of

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40 this chapter.

F. The contractor shall inform the body awarding the contract of the location of the records enumerated under subdivision (a), including the street address, city, and county, and shall, within five working days, provide notice of a change of location and address.

G. The contractor or subcontractor has 10 days in which to comply subsequent to receipt of a written notice requesting the records enumerated in subdivision (a). In the event that the contractor or subcontractor fails to comply within the 10-day period, he or she shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit twenty-five dollars ($25) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Apprenticeship Standards or the Division of Labor Standards Enforcement, these penalties shall be withheld from progress payments then due. A contractor is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section.

H. The body awarding the contract shall cause to be inserted in the contract stipulations to effectuate this section.

I. The director shall adopt rules consistent with the California Public Records Act (Chapter 3.5 (commencing with Section 6250) of Division 7 of Title 1 of the Government Code) and the Information Practices Act of 1977 (Title 1.8 (commencing with Section 1798) of Part 4 of Division 3 oftheCivilCode) governing the release of these records, including the establishment of reasonable fees to be charged for reproducing copies of records required by this section.

PART 3 LABOR CODE SECTION 1777.5 - EMPLOYMENT OF PROPERLY REGISTERED

APPRENTICES
A. Nothing in this chapter shall prevent the employment of properly registered apprentices upon public works.

B. Every apprentice employed upon public works shall be paid the prevailing rate of per diem wages for apprentices in the trade to which he or she is registered and shall be employed only at the work of the craft or trade to which he or she is registered.

C. Only apprentices, as defined in Section 3077, who are in training under apprenticeship standards that have been approved by the Chief of the Division of Apprenticeship Standards and who are parties to written apprentice agreements under Chapter 4 (commencing with Section 3070) of Division 3 are eligible to be employed atthe apprentice wage rate on public works. The employment and training of each apprentice shall be in accordance with either of the following:
(1) The apprenticeship standards and apprentice agreements under which he or she is training.
(2) The rules and regulations of the California Apprenticeship Council.

D. When the contractor to whom the contract is awarded by the state or any political subdivision, in performing any of the work under the contract, employs workers in any apprenticeable craft ortrade, the contractor shall employ apprentices in atleast the ratio setforth in this section and

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41 may apply to any apprenticeship program in the craft or trade that can provide apprentices to the site of the public work for a certificate approving the contractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected.

However, the decision of the apprenticeship program to approve or deny a certificate shall be subject to review by the Administrator of Apprenticeship. The apprenticeship program or programs, upon approving the contractor, shall arrange for the dispatch of apprentices to the contractor. A contractor covered by an apprenticeship program's standards shall not be required to submit any additional application in order to include additional public works contracts under that program. "Apprenticeable craft or trade," as used in this section, means a craft or trade determined as an apprenticeable occupation in accordance with rules and regulations prescribed by the California Apprenticeship Council. As used in this section, "contractor" includes any subcontractor under a contractor who performs any public works not excluded by subdivision (o).

E. Prior to commencing work on a contract for public works, every contractor shall submit contract award information to an applicable apprenticeship program that can supply apprentices to the site of the public work. The information submitted shall include an estimate of journeyman hours to be performed under the contract, the number of apprentices proposed to be employed, and the approximate dates the apprentices would be employed. A copy of this information shall also be submitted to the awarding body if requested by the awarding body.

Within 60 days after concluding work on the contract, each contractor and subcontractor shall submit to the awarding body, if requested, and to the apprenticeship program a verified statement of the journeyman and apprentice hours performed on the contract. The information underthis subdivisionshallbepublic. Theapprenticeshipprograms shall retain this information for 12 months.

F. The apprenticeship program that can supply apprentices to the area of the site of the public work shall ensure equal employment and affirmative action in apprenticeship for women and minorities.

G. The ratio of work performed by apprentices to journeymen employed in a particular craft or trade on the public work may be no higher than the ratio stipulated in the apprenticeship standards under which the apprenticeship program operates where the contractor agrees to be bound by those standards, but, except as otherwise provided inthis section, in nocaseshall the ratio be less than one hour of apprentice work for every five hours of journeyman work.

H. This ratio of apprentice work to journeyman work shall apply during any day or portion of a day when any journeyman is employed at the jobsite and shall be computed on the basis of the hours worked during the day by journeymen so employed.Anyworkperformedbyajourneyman in excess of eight hours per day or 40 hours per week shall not be used to calculate the ratio.

The contractor shall employ apprentices for the number of hours computed as above before the end of the contract or, in the case of a subcontractor, before the end of the subcontract.

However, the 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 jobsite. Where an hourly apprenticeship ratio is not feasible for a particular craft or trade, the Chief of the Division of Apprenticeship Standards, upon application of an apprenticeship program, may order a minimum ratio of not less than one apprentice for each five journeymen in a craft or trade classification.

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42 I. A contractor covered by this section that has agreed to be covered by an apprenticeship program's standards upon the issuance of the approval certificate, or that has been previously approved for an apprenticeship program in the craft or trade, shall employ the number of apprentices or the ratio of apprentices to journeymen stipulated in the applicable apprenticeship standards, but in no event less than the 1-to-5 ratio required by subdivision (g).

J. Upon proper showing by a contractor that he or she employs apprentices in a particular craft ortrade in the state on all of his or her contracts on an annual average of not less than one hour of apprentice work for every five hours of labor performed by journeymen, the Chief of the Division of Apprenticeship Standards may grant a certificate exempting the contractor from the 1-to-5 hourly ratio, as set forth in this section for that craft or trade.

K. An apprenticeship program has the discretion to grant a certificate to a participating contractor or contractor association, which shall be subject to the approval of the Administrator of Apprenticeship, exempting the contractor from the 1-to-5 ratio set forth in this section when it finds that any one of the following conditions is met:
(1) Unemployment for the previous three-month period in the area exceeds an average of 15 percent.
(2) The number of apprentices in training in the area exceeds a ratio of 1 to 5. (3) There is a showing that the apprenticeable craft or trade is replacing at least onethirtieth of its journeymen annually through apprenticeship training, either on a statewide basis or on a local basis.
(1) Assignment of an apprentice to any work performed under a public works contract would create a condition that would jeopardize his or her life or the life, safety, or property of fellow employees or the public at large, or the specific task to which the apprentice is to be assigned is of a nature that training cannot be provided by a journeyman.

L. When an exemption is granted pursuant to subdivision (k) to an organization that represents contractors in a specific trade from the 1-to-5 ratio on a local or statewide basis, the member contractors shall not be required to submit individual applications for approval to local joint apprenticeship committees, if they are already covered by the local apprenticeship standards. (1) A contractor to whom a contract is awarded, who, in performing any of the work under the contract, employs journeymen or apprentices in any apprenticeable craft or trade shall contribute to the California Apprenticeship Council. The same amount that the director determines is the prevailing amount of apprenticeship training contributions in the area of the public works site. A contractor may take as credit for payments to the council any amounts paid by the contractor to an approved apprenticeship program that can supply apprentices to the site of the public works project. The contractor may add the amount of the contributions in computing his or her bid for the contract. (2) At the conclusion of the 2002-03 fiscal year and each fiscal year thereafter, the CaliforniaApprenticeshipCouncil shall distribute training contributions received by the

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43 council under this subdivision, less the expenses of the Division of Apprenticeship Standards for administering this subdivision, by making grants to approved apprenticeship programs for the purpose of training apprentices. The funds shall be distributed as follows:

M. If there is an approved multiemployer apprenticeship program serving the same craft or trade and geographic area for which the training contributions were made to the council, a grant to that program shall be made.

N. If there are two or more approved multiemployer apprenticeship programs serving the same craft ortrade and geographic areaforwhich the training contributionswere made to the council, the grant shall be divided among those programs based on the number of apprentices registered in each program.

O. All training contributions not distributed under subparagraphs (A) and (B) shall be used to defray the future expenses of the Division of Apprenticeship Standards.

PART 4 LABORCODE SECTION 1810 - DEFINITION: A LEGAL DAY’S WORK A. Eight hours labor constitutes a legal day's work in all cases where the same is performed under the authority of any law of this State, or under the direction, or control, or by the authority of any officer of this State acting in his official capacity, or under the direction, or control or by the authority of any municipal corporation, or of any officerthereof. Astipulation tothat effect shall bemadeapartofallcontracts to which the State or any municipal corporation therein is a party.

PART 5 LABORCODE SECTION 1811 - TIME OF SERVICE - CALENDAR WEEK A. The time of service of any workman employed upon public work is limited and restricted to 8 hours during any one calendar day, and 40 hours during any one calendar week, except as hereinafter provided for under Section 1815.

PART 6 LABORCODE SECTION 1812 - ACCURATE LABOR RECORDS
A. Every contractor and subcontractor shall keep an accurate record showing the name of and actual hours worked each calendar day and each calendar week by each worker employed by him or her in connection with the public work. The record shall be kept open at all reasonable hours to the inspection of the awarding body and to the Division of Labor Standards Enforcement.

PART 7 LABOR CODE SECTION 1813 - PENALTY FOR OVERTIME ONANY PUBLIC WORK CONTRACT This is stated in overtime requirements. Remove? A. Thecontractor or subcontractor shall, as a penalty tothe state or political subdivision on whose behalf the contract is made or awarded, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of this article. In awarding any contract for public work, the awarding body shall cause to be

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44 inserted in the contract, a stipulation to this effect. The awarding body shall take cognizance of all violations of this article committed in the course of the execution of the contract and shall report them to the Division of Labor Standards Enforcement.

PART 8 LABOR CODE SECTION 1815 - MINIMUM OVERTIME PAY
A. Notwithstanding the provisions of Sections 1810 to 1814, inclusive, of this code, and notwithstanding any stipulation inserted in any contract pursuant to the requirements of said sections, work performed by employees of contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon public work upon compensation for all hours worked in excess of 8 hours per day at not less than 11/2 times the basic rate of pay.

PART 9 LABOR CODE SECTION 1860 - CONTRACT PROVISION
A. The awarding body shall cause to be inserted in every public works contract a clause providing that, in accordance with the provisions of Section 3700 of the LaborCode, every contractor will be required to secure the payment of compensation to his employees.

PART 10 LABOR CODE SECTION 1861 - CONTRACTOR CERTIFICATIONTO LABOR CODE SECTION 3700
A. Each contractor to whom a public works contract is awarded shall sign and file with the awarding body the following certification prior to performing the work of the contract:
(1) "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake selfinsurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." PART 11 NONDISCRIMINATIONCLAUSE
A. During the performance of the Contract, contractor and its subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of age, race, religion, creed, color, national origin, ancestry, physical or mental disability, medical condition, genetic information, marital status, gender, gender identity or expression, sexual orientation, or military and veteran status. Contractors and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

Contractors and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 or the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractor shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

B. Contractor’s attention is also directed to Section 1735 of the Labor Code, which provides:

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45 (1) “A contractor shall not discriminate in the employment of persons upon public works on any basis listed in subdivision (a) of Section 12940 of the Government Code, as those bases are defined in Sections 12926 and 12926.1 of the Government Code, except as otherwise provided in Section 12940 of the Government Code. Every contractor for public works who violates this section is subject to all the penalties imposed for a violation of this chapter.”
C. Contractor’s attention is further directed to Section 1777.6 of the LaborCode, which provides:
(1) “An employer or a labor union shall not refuse to accept otherwise qualified employees as registered apprentices on any public works on any basis listed in subdivision (a) of Section 12940 of the Government Code, as those bases are defined in Sections 12926 and 12926.1 of the Government Code, except as provided in Section 3077 of this code and Section 12940 oftheGovernmentCode.”
D. This contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract.

PART 12 SKILLED WORKERS
The Contractor will employ or engage, and cause all Subcontractors to employ or engage, a sufficient number of skilled and qualified workers to perform the Work in accordance with the Contract Documents, in accordance and compliance with all applicable Law.

PART 13 DRUG-FREE WORKPLACE CERTIFICATION-CONTRACTOR
A. The contractor named below hereby certifies compliance with Government Code Section 8355 in matters relating to providing a drug-free workplace. The below named contractor will:
(1) Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations, as required by Government Code Section 8355(a).
(2) Establish a Drug-Free Awareness Program as required by Government Code Section 8355(b), to inform employees about all of the following:
(a) The dangers of drug abuse in the workplace,
(b) The person’s or organization’s policy of maintaining a drug-free workplace,
(c) Any available counseling, rehabilitation and employee assistance programs, and
(d) Penalties that may be imposed upon employees for drug abuse

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46 violations.
(3) Provide as required by Government Code Section 8355(c), that every employee who works on the proposed contract:
(a) Will receive a copy of the company’s drug-free policy statement, and (b) Will agree to abide by the terms of the company’s statement as a condition of employment on the contract or loan.

PART 15 DEBARRED SUBCONTRACTOR PROHIBITION
A. A public entity, as defined in Section 1100, may not permit a contractor or subcontractor who is ineligible to bid or work on, or be awarded, a public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code to bid on, be awarded, or perform work as a subcontractor on, a public works project. Every public works project shall contain a provision prohibiting a contractor from performing work on a public works project with a subcontractor who is ineligible to perform work on the public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code.

B. Any contract on a public works project entered into between a contractor and a debarred subcontractor is void as a matter of law. A debarred subcontractor may not receive any public money for performing work as a subcontractor on a public works contract, and any public money that may have been paid to a debarred subcontractor by a contractor on the project shall bereturnedtothe awarding body. Thecontractor shall be responsible for the payment of wages to workers of a debarred subcontractor who has been allowed to work on the project.

THE UNDERSIGNED CERTIFIES THAT, IN PERFORMANCE OF THE CONTRACT, THE

CONTRACTORWILLCOMPLYWITHTHEABOVEREQUIREMENTS INADDITIONTOOTHER LEGAL REQUIREMENTS.

The Contractor further certifies:
"I amawareoftheprovisionsofSection 3700ofthe LaborCodewhich require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract."

CONTRACTOROR
SUBCONTRACTOR NAME:

CERTIFIED BY:

NAME: TITLE:

SIGNATURE: DATE:

Dale Cooper LLC dba Safe Slide Restoration
Dalton King Regional Account Manager

10.31.2025

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SAMPLE AGREEMENT
THIS AGREEMENT, made and entered into this ______ day of _______________ in the year 20_____, by and between the City of Hanford, a municipal corporation organized and existing in the County of Kings under and by virtue of the laws of the State of California hereinafter designated as the City, and
hereinafter designated as the Contractor.

WITNESSETH: That the parties hereto have mutually covenanted and agreed and by these presents do covenant and agree with each other as follows:

Article I
The Contract Documents consist of the Notice to Contractors, Proposal, this Agreement, Performance Bond, the accepted Bid, Non-Collusion Affidavit, General Provisions, Special Provisions, Plans and all Addenda as prepared prior to date of bid opening, setting forth any modifications or interpretations of any of said documents. All of the provisions of said Contract Documents are hereby incorporated in and made a part of this Agreement as truly as if fully set forth herein.

Article II
For and in consideration of the payments and agreements to be made and performed by the City of Hanford as set forth in said Documents, the Contractor agrees with the City to:

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For which award of contract was made to furnish at his own proper cost and expense all tools, equipment, services, labor, and materials necessary, therefore, and to do everything required by said Contract Documents.

Article III
For furnishing all said services and materials; obtaining all permits and licenses of a temporary nature; furnishing and removing all plant, temporary work structures, tools and equipment and doing all the work contemplated and embraced in this Agreement; also for all loss and damage arising out of the nature of the aforesaid work during its progress or prior to acceptance, from the action of the elements, from any unforeseen difficulties which may arise to be encountered in the prosecution of the work and for all other risks of any description connected with the work; also for all expense incurred by or in consequence of the suspension or discontinuance of work, except such as in the said Contract

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Documents are expressly stipulated to be borne by the City; and for well and faithfully completing the work and the whole thereof within the stipulated time and in the manner shown and described in said Documents and in accordance with the requirements of the Engineer under them, the City will pay and the Contractor will receive in full compensation therefore the price set forth by him in the accepted bid. The total compensation to be paid will be computed on the basis of the quantity of work actually performed in accordance with the Contract Documents and paid for at the stipulated contract unit or lump sum prices, as the case may be.

Article IV
The City hereby promises and agrees with the said Contractor to employ and does hereby employ the said Contractor to provide the material and to do the work according to the terms and conditions herein contained and referred to for the prices aforesaid, and hereby contracts to pay the same at the time, in the manner and upon the conditions set forth in the Contract Documents, and the said Parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby agree to the full performance of the covenants herein contained.

Article V
No work, services, material or equipment shall be performed or furnished under this Agreement unless and until a Notice To Proceed has been given to the Contractor by the City, which notice shall be given within FIVE (5) CALENDAR DAYS from the date of signing the contract, and the Contractor shall commence work within TEN (10) CALENDAR DAYS after said notice is given.

Article VI
The Contractor and any subcontractor under him shall pay not less than the prevailing rate of wages to all workmen employed in the execution of this contract. Copies of the prevailing rate of wages are on file at the City Public Works Office and are available upon request.

Article VII
To the fullest extent allowable by law, Contractor agrees to indemnify, defend and hold harmless the City and its officials, officers, employees, agents and volunteers from and against all claims, demands, actions, injuries, liabilities, losses, costs or damages, direct or indirect, and any and all attorneys’ fees and other expenses which City or its officials, officers, employees, agents or volunteers may sustain or incur as a consequence of or are in any way related to Contractor’s or its owners, directors, officers, managers, employees, agents and subcontractor’s willful or negligent acts or omissions in the performance of the services and Contractor's responsibilities and obligations to be performed under this agreement or its failure to perform or comply with any of its obligations or responsibilities contained in this agreement; excluding, however, such liability, claims, losses, damages or expenses arising from City’s sole or active negligence or willful acts. This duty to indemnify, defend, and hold harmless shall survive the termination of this agreement.

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IN WITNESS WHEREOF: The parties hereto have caused this contract to be executed the day and year first above written.

CONTRACTOR CITY OF HANFORD, CALIFORNIA
_______________________________________ BY ___________________________________ Company Name City of Hanford, Interim City Manager
_______________________________________ DATE: ________________________________ Print Name
_______________________________________
Signature
DATE: _________________________________ ATTEST:
_______________________________________ ____________________________________ Title City Clerk
Contractor’s License No. __________________
ATTEST: to Contractor’s Signature APPROVED AS TO CONTENT:
_______________________________________ ___________________________________ BY: Russ Sterling, Public Works Director
_______________________________________ APPROVED AS TO FORM:

Title
___________________________________
City Attorney

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BOND NO.

PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS: That
WHEREAS, the City of Hanford, County of Kings, State of California, by motion passed on ____________________________, 20_____, has awarded to:

Herein after designed as the ″Principal,″ a contract for

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WHEREAS, said Principal is required under the terms of said contract to furnish a bond for the faithful performance of said contract.

NOW THEREFORE, we,
, as Principal,
and
as Surety, and firmly bound unto the City of Hanford, California, hereinafter called the ″Owner,″ in the penal sum of ________________________________________________________________________ Dollars ($___________________) lawful money of the United State of America, for which sum well and duly to be made, we bind ourselves, our heirs, executors, administrators, and successors, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if the hereby bounden Principal, his or its heirs, executors, administrators, successors or assigns shall in all things stand to and abide by and well and truly keep and perform all the undertakings, terms, covenants, conditions and agreements in the said contract and any alteration thereof, made as therein provided, all within the time and in the manner therein designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise, it shall be and remain in full force and virtue.

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FURTHER, THAT SAID SURETY FOR VALUE RECEIVED, HEREBY STIPULATES AND AGREES that no change, extension of time, alteration or modification of the Contract Document or of the work to be performed hereunder shall in any way affect its obligations on this bond, and it does hereby waive notice of any change, extension of time, alteration or modification of the Contract Documents or of work to be performed hereunder.

IN WITNESS WHEREOF, four (4) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by Principal and Surety herein named, on the ____ day of _____________________, 20___, the name and corporate seal of each corporate party affixed, and these presents duly signed by its undersigned representative pursuant to authority of its governing body.
_____________________________________________
Principal
BY _________________________________________
_____________________________________________
Title
____________________________________________
Surety
By ________________________________________
____________________________________________
____________________________________________
Address of Surety
____________________________________________
Phone Number of Surety

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BOND NO.

GUARANTY BOND
KNOW ALL MEN BY THESE PRESENTS: That
WHEREAS, the City of Hanford, County of Kings, State of California, by motion passed ___________________________, 20____, has awarded to:
hereinafter designated as the ″Principal,″ a contract for:

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WHEREAS, said Principal is required under the terms of said contract to furnish a bond for correction of deficiencies during the specified guaranty period.

NOW THEREFORE, we,
, as Principal,
and
as Surety, are held and firmly bound unto the City of Hanford, California, hereinafter called the ″Owner″, in the penal sum of
Dollars ($_________________) lawful money of the United States of America, for administrators, and Successors, jointly and severally, firmly by these presents.

THE CONDITION OF THIS OBLIGATION IS SUCH that if the hereby bounden Principal, his or its heirs, executors, administrators, successors or assigns shall in all things stand to and abide by and well and truly keep and perform all the undertakings, terms, covenants, conditions, and agreements in the said guaranty of the contract, all within the time and in the manner therein designated and in all respects according to their true intent and meaning, then this obligation shall become null and void; otherwise it shall be and remain in full force and virtue.

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IN WITNESS WHEREOF, four (4) identical counterparts of this instrument, each of which shall for all purposes be deemed an original thereof, have been duly executed by Principal and Surety herein named, on the ____ day of ____________ __________________________,20___, the name and corporate seal of each corporate party affixed, and these presents duly signed by its undersigned representative pursuant to authority of its governing body.
______________________________________________
Principal
By ___________________________________________

_______________________________________________
Surety
By ____________________________________________
_______________________________________________

_______________________________________________
Address of Surety
_______________________________________________
Phone Number of Surety

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54 RUSSIA SANCTIONS EXECUTIVE ORDER N-6-22
Notice to all City Contractors, Suppliers and Grantees (Potential and Existing) On March 4, 2022, Governor Gavin Newsom issued Executive Order N-6-22 (EO) regarding sanctions in response to Russian aggression in Ukraine. The EO is located at (https://www.gov.ca.gov/wpcontent/uploads/2022/03/3.4.22-Russia-Ukraine-Executive-Order.pdf).

Under the EO, compliance is required with all economic sanctions imposed by the U.S. government in response to Russia's actions in Ukraine, as well as any sanctions imposed under state law. To the fullest extent under the law, the City of Hanford will engage all measures to comply with the sanctions and the EO, including:
1) Refraining from entering into new contracts with prohibited individuals or entities while the sanctions are in effect.
2) Desisting from making new investments in, or engaging in financial transactions with, Russian entities, and from transferring technology to Russia or Russian entities. 3) Endeavoring to support the government, people, and businesses of Ukraine where possible.

As a City contractor, supplier, or grantee, compliance with the economic sanctions imposed in response to Russia’s actions in Ukraine is required, including with respect to, but not limited to, the federal executive orders identified in the EO and the sanctions identified on the U.S. Department of the Treasury website: (https://home.treasury.gov/policy-issues/financial-sanctions/sanctionsprograms-and-country-information/ukraine-russia-related-sanctions).

Failure to comply may result in the termination of the subject contract or grant, as applicable.

EQUAL OPPORTUNITY
1) Selection of Labor
During the performance of this contract, the Contractor shall not discriminate against labor from any other state, possession or territory of the United States. 2) Employment Practices
During the performance of this contract, the Contractor agrees as follows:
a) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, age or national origin. The contractor will take affirmative action to ensure that applicants are employed and that employees are treated during employment without regard to their race, color, religion, sex, age or national origin. Such action shall include but not be limited to the following: employment, upgrading, demotion or transfer; recruitment or recruiting advertising; layoffs or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the City setting forth the provision of this nondiscrimination clause.

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55 b) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, age or national origin. c) The Contractor will send to each labor union or representative of workers, with which he has a collective bargaining agreement or other contract or understanding, a notice to be provided by the City advising said labor union or worker's representative of the Contractor's commitments under this Section 2 and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
d) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations (41 CFR, Part 60) and relevant orders of the Secretary of Labor.
e) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by rules, regulations and orders of the Secretary of Labor or pursuant thereto and will permit access to his books, records and accounts by the Federal Agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations and orders.
f) In the event of the Contractor's noncompliance with the nondiscrimination clauses of this contract or with any of the said rules, regulations or orders, this contract may be cancelled, terminated or suspended in whole or in part, and the Contractor may be declared ineligible for further Government contracts or federally-assisted construction contracts in accordance with procedures authorized in Executive Order 11246 of September 24, 1965, and such other sanctions may be imposed and remedies invoked as provided in Executive Order 11246 of September 24, 1965, or by rule, regulation or order of the Secretary of Labor, or as otherwise provided by law.
g) The Contractor will include the provisions of this Section 2 in every subcontract or purchase order unless exempted by rules, regulations or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontractor or purchase order as the City or the Federal Agency may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in or is threatened with litigation with a subcontractor or vendor as a result of such direction by the Federal Agency, the Contractor may request the United States to enter into such litigation to protect the interests of the United States.
3) Selection of Subcontractors, Procurement of Materials, and Leasing of Equipment During the performance of this contract, the Contractor, for itself, its assignees and successors in interest (hereinafter referred to as the "Contractor") agrees as follows:
a) Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, shall not discriminate on the grounds of race, color, religion, sex, age or national origin in the

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56 selection and retention of subcontractors including procurements of materials and leases of equipment.
b) Solicitations for Subcontractors, Including Procurements of Materials and Equipment: In all solicitations either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by the Contractor of the Contractor's obligations under this contract on the grounds of race, color, religion, sex or national origin. c) Sanctions for Noncompliance: In the event of the Contractor's noncompliance with the nondiscrimination provisions of this contract, the City shall impose such contract sanctions as it may determine to be appropriate including but not limited to:
i) Withholding of payments to the Contractor under the contract until the Contractor complies, and/or
ii) cancellation, termination or suspension of the contract in whole or in part. d) Incorporation of Provisions: The Contractor shall include the provisions of this paragraph 3 in every subcontract including procurements of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Contractor shall take such action with respect to any subcontractor or procurement as the City may direct as a means of enforcing such provisions including sanctions for non-compliances, provided, however, that in the event a Contractor becomes involved in or is threatened with litigation with a subcontractor of supplier as a result of such direction, the Contractor may request the City to enter into such litigation to protect the interests of the City.

SUBLETTING OR ASSIGNING THE CONTRACT
1) The Contractor shall perform with his own organization contract work amounting to not less than 50 percent of the original total contract price, except that any items designated by the City as "Specialty Items" may be performed by subcontract, and the amount of any such "Specialty Items" so performed may be deducted from the original total contract price before computing the amount of work required to be performed by the Contractor with his own organization. a) "His own organization" shall be construed to include only workmen employed and paid directly by the prime Contractor and equipment owned or rented by him, with or without operators. b) "Specialty Items" shall be construed to be limited to work that requires highly specialized knowledge, craftsmanship or equipment not ordinarily available in contracting organizations qualified to bid on the contract as a whole and in general are to be limited to minor components of the overall contract.
2) In addition to the 50 percent requirement set forth in paragraph 1 above, the Contractor shall furnish (a) a competent superintendent or foreman who is employed by him, who has full authority to direct performance of the work in accordance with the contract requirements and who is in charge of all construction operations (regardless of who performs the work), and (b) such other of his own organizational capability and responsibility (supervision, management and engineering

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57 services) as the City contracting officer determines is necessary to ensure the performance of the contract.
3) The contract amount upon which the 50 percent requirement set forth in paragraph 1 is computed includes the cost of materials and manufactured products which are to be purchased or produced by the Contractor under the contract provisions.
4) Any items that have been selected as "Specialty Items" for the contract are listed as such in the Special Provisions, Bid Schedule or elsewhere in the contract documents. 5) No portion of the contract shall be sublet, assigned or otherwise disposed of except with the written consent of the City contracting officer or his authorized representative, and such consent when given shall not be construed to relieve the Contractor of any responsibility for the fulfillment of the contract. Request for permission to sublet, assign or otherwise dispose of any portion of the contract shall be in writing and accompanied by (a) a showing that the organization which will perform the work is particularly experienced and equipped for such work, and (b) an assurance by the Contractor that the labor standard provisions set forth in this contract shall apply to labor performed on all work encompassed by the request.

SAFETY: ACCIDENT PREVENTION
In the performance of this contract, the Contractor shall comply with all applicable federal, state and local laws governing safety, health and sanitation. The Contractor shall provide all safeguards, safety devices and protective equipment and take any other needed actions, on his own responsibility or as the City contracting officer may determine, reasonably necessary to protect the life and health of employees on the job, the safety of the public and to protect property in connection with the performance of the work covered by the contract.

It is a condition of this contract and shall be made a condition of each subcontract entered into pursuant to this contract, that the Contractor and any subcontractor shall not require any laborer employed in performance of the contract to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous to his health or safety as determined under Construction Safety and Health Standards (Title 29, Code of Federal Regulations, Part 1926, formerly Part 1518, as revised from time to time) promulgated by the United States Secretary of Labor in accordance with Section 107 of the Contract Work Hours and Safety Standards Act (83 Stat. 96).

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58 SPECIAL PROVISIONS
FOR

PLUNGE SLIDE REPAIRS

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59 SECTION 1 – DEFINITIONS AND CONFLICTS

DEFINITIONS
Inspector: The City Engineer or their agent employed as the inspector on the Work.

References to “Supplemental Conditions” in the General Conditions shall be defined as these special provisions.

CONFLICTS
In case of conflict between the Standard Specifications and these City Specifications, the City Specifications shall take precedence over and be used in lieu of such conflicting portions. In case of conflict between these Special Provisions and any specifications, the Special Provisions shall govern. In case of conflict between the plans and the Standard Drawings and/or any other Specifications, except the Special Provisions, the plans shall govern.

PROJECT ORGANIZATION
City of Hanford – The City of Hanford is funding the work and shall have final approval of all payments, including change orders.

City of Hanford – The City of Hanford will inspect all work, review submittals, review change order requests and have final authority for acceptance of all work within the project limits.

City Engineer – The Engineer or persons appointed by the City Council, or properly authorized employees of the City, acting within the scope of the duties delegated to them.

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60 SECTION 2 – GENERAL REQUIREMENTS

GENERAL
The requirements of this section govern the execution of all sections of the specifications.

SCOPE OF WORK
The Contractor shall furnish all labor, materials, equipment, and incidentals necessary to resurface and recommission the waterslide located at The Plunge, 415 Ford Street, Hanford, CA. Work shall be performed in accordance with Whitewater’s (slide manufacturers) engineering specifications and industry standards.

1. Gel Coat – Interior of Slide
• Remove all caulking.
• Repair minor cracks, chips, and scratches.
• Mechanically sand entire surface of slide interior.
• Remove any existing paint not consistent with gel coat. • Clean and rinse interiors, allow to dry overnight.
• Apply 20–40 mils gel coat to entire interior surface. • Polish gel coat on body slide sections.
• Seal slide joints with polyurethane construction sealant (Sikaflex 1A or equivalent).

2. Exterior Coating of Slide
• Pressure wash exterior of slide.
• Repair cracks, chips, and structural reinforcements if needed. • Apply adhesion promoter or sanding for bond preparation. • Replace all flange-to-flange hardware.
• Apply new protective coating to entire exterior.
• Apply Non-skid in entry tub

CONSTRUCTION TIME
All other work must be completed between the hours of 7:30 AM and 5:00 PM.

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61 PROJECT LOCATION
The project location will be The Plunge, located at 415 Ford Street in Hanford, CA 93230.

SAFETY REGULATIONS FOR WORKMEN
This contract is regulated by Title 29, Chapter 17, Part 1910 of the Federal Labor Code, the WilliamsSteiger Occupational Safety and Health Act of 1970, additions to the Code and the California Industrial Safety Code. The Contractor′s operations shall be governed by the most stringent of regulations embodied in the foregoing safety laws. The cost of measures taken by the Contractor for compliance with said regulations shall be included in unit bid items of construction, and no additional payment will be made.

INTENT OF PLANS AND SPECIFICATIONS
The intent of the plans and specifications is to prescribe the details for the construction and completion of the work which the Contractor undertakes to perform in accordance with the terms of the contract.

Where the plans or specifications describe portions of the work in general terms but not in complete detail, it is understood that only the best general practice is to prevail and that only materials and workmanship of the first quality are to be used.

PERMITS AND ADDITIONAL INSURANCE REQUIREMENTS
The Contractor shall obtain all necessary permits, including those from the City of Hanford, and any other permits required by law or the scope of work, prior to commencing any work, including excavation. Public Works inspection costs, if applicable, shall be paid by the City.

GUARANTEE OF MATERIALS AND WORKMANSHIP
The Contractor shall guarantee all materials, equipment and workmanship of the installation. Should any material or appliance or any work develop any defect or weakness due, in the opinion of the Engineer, to the use of imperfect materials, equipment or workmanship, or failure to follow the plans and specifications, the Contractor shall be notified at once, and shall immediately, at Contractor’s own expense, make the necessary repairs or replacements to make the defective item or items suitable and satisfactory. Should the exigencies be such as to necessitate the repairs before the Contractor could be notified, the City shall have the right to make the necessary repairs or replacements at the expense of the Contractor, preserving as far as possible all available evidence of the cause of failure. The City shall inform Contractor by fax or email if the City exercises this right.

This guarantee is not intended to include the damage by the actions of individuals other than the Contractor′s forces or by damages due to the activities of the contractors working in the area, either during the time this work is under construction or after its acceptance.

COMPLIANCE WITH CODES
All construction shall comply with the California Building Code, California Mechanical Code, California Plumbing Code and National Electrical Code, latest editions as adopted by the City of Hanford.

Contractors shall ascertain all local adopted codes applicable to their portion(s) of the work and shall familiarize themselves with the requirements therein. Nothing in these drawings and specifications shall

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62 be construed to permit installation in violation or conflict with any and all such applicable codes. Should a conflict between these drawings and specifications and code requirements be noted, the Contractor shall notify the Project Engineer before proceeding with that portion of work.

COORDINATION
The Contractor shall coordinate the work with the Project Manager and Project Inspector(s).

CONTRACT TIME OF COMPLETION
The project must be completed within forty-five (45) consecutive calendar days after the date established by the Notice to Proceed (excluding holidays). The Time of Completion may only be changed by City Contract Change Order indicating an approved time extension.

LIQUIDATED DAMAGES
Per Section I, Subsection 7.06 of the City Specifications, liquidated damages are set at $500 per day for each calendar day of completion if the project is delayed beyond the Contract Time of Completion.

LOCAL VENDOR PREFERENCE
In an effort to encourage local businesses to provide goods and services to the City, the Council has enacted a Local Vendor Preference policy. The preference affords to businesses located within Hanford City limits, a five (5) percent preference and will apply to any business that has a fixed business address within Hanford City limits. A Post Office Box will not be accepted as a business address. The City reserves the right to request proof of the City of Hanford address.

Tie bids shall be awarded to a local merchant to the extent quality and prices are equal. If neither is a local vendor, the Bid shall be awarded by the flip of a coin by the Purchasing Division in the presence of at least one witness.

"All bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation shall be executed in the corporate name of the Company by the President, Secretary, any Assistant Secretary, Treasurer, or any Vice President, or by such other officers as the Board of Directors may authorize. The President, any Vice President, Secretary, any Assistant Secretary, or the Treasurer may appoint Attorneys in Fact or Agents who shall have authority to issue bonds, policies or undertakings in the name of the Company. The corporate seal is not necessary for the validity of any bonds, policies, undertakings, Powers of Attorney or other obligations of the corporation. The signature of any such officer and the corporate seal may be printed by facsimile."
A0006221_R_SUBS_BID
By:

By:

CERTIFICATE
On this day of , , before me, a Notary Public,
personally appeared , who being by me duly sworn, acknowledged that he signed the above Power of Attorney as the aforesaid officer of the , and acknowledged said instrument to be the voluntary act and deed of said corporation.

SS
Notary Public
}
By:

I, the undersigned officer of
do hereby certify that the attached Power of Attorney is in full force and effect and is irrevocable; and furthermore, that the Resolution of the Company as set forth in the Power of Attorney, is now in force. In testimony whereof, I have hereunto set my hand and the seal of the this day of , .

Bond No.

State of Ohio
County of Cuyahoga
Know All Men by These Presents:

That this Power of Attorney is not valid or in effect unless attached to the bond which it authorizes executed, but may be detached by the approving officer if desired.

That the , a corporation organized and existing under the laws of the State of , and authorized and licensed to do business in all states and the District of Columbia does hereby make, constitute and appoint: in the City of , State of
, as it's true and lawful Agent and , with full power and authority hereby conferred upon him/her to sign, execute, acknowledge and deliver for and on its behalf as Surety, specifically for the following described bond.

Principal:

Obligee:

Bond Amount:

The acknowledgement and execution of such bond by the said Attorney in Fact shall be as binding upon the Company as if such bond had been executed and acknowledged by the regularly elected officers of the Company.

The further certifies that the following is a true and exact copy of a Resolution adopted by the Board of Directors of , and now in force to-wit:

IN WITNESS WHEREOF, the has caused these presents to be executed by its with its corporate seal affixed this day of , .

POWER OF ATTORNEY
RLI Insurance Company
9025 N. Lindbergh Dr. Peoria, IL 61615
Phone: 800-645-2402 LSM1359549
RLI Insurance Company
Illinois
Greg Rogers Jackson
Missouri Attorney In Fact
Dale Cooper, LLC DBA Safe Slide Restoration
City of Hanford
10% of Total Amount Bid
RLI Insurance Company
RLI Insurance Company
RLI Insurance Company
Sr. Vice President 2nd December 2025
RLI Insurance Company
Eric Raudins Sr. Vice President
2nd December 2025
Eric Raudins RLI Insurance Company
RLI Insurance Company
RLI Insurance Company
2nd December 2025
RLI Insurance Company Jill A. Scott
Christina Dean Corporate Secretary

DO YOU WANT TO EXPAND YOUR
BONDING PROGRAM IN THE FUTURE?
Here's a useful roadmap to guide you, which includes the information that sureties often seek when considering a larger bonding program.

JOB

EXPERIENCE
The surety industry typically
requires that you've
successfully completed a
job withna similar simila scope of
work and at least half the
contract value of the one
you're looking to bond.

BUSINESS

FINANCIALS
An increase in bonding
capacity typically requires
qualified financial statements
prepared in line with Generally
Accepted Accounting
Principles (GAAP). Consult a
construction-focused CPA.

Here's what sureties will look
for as a starting point:

Positive net worth and
working capital equal to
or exceeding 10% of your
desired bonding program
Profitable track record and
history of retained earnings
Minimal overall debt
Strong cash balances

PERSONAL

FINANCIALS
Sureties analyze personal net
worth to ensure business
owners possess a sufficient
financial backstop for
unforeseen events.

BANK

LINE-OF-CREDIT
Most sureties prefer that
contractors maintain a bank
line of credit equal to 5-10%
of their desired bonding
program with low to no
usage. Access to capital is
critical for managing cash
flow and handling larger
backlogs.

SCHEDULE OF

CONTRACTS
(COMPLETED AND UNCOMPLETED)
Sureties want to see strong
job-costing capabilities to
track contract performance
and analyze workload.

Contractors should be able
to produce schedules of
contracts that include:
revised contract price
estimated gross profit
amount billed to date
cost to date
estimated cost to
complete
estimated date of
completion
RLI
SURETY

INTERESTED IN LEARNING MORE ABOUT
RLI SURETY AND CONNECTING WITH US?
Scan the OR code.
rlicorp.com/contract-surety

TIPS & TRICKS
Shareholder Distributions - Balance taking distributions with re-investing in their business. Underwriters recognize owners need to get paid, but this must be balanced with growing the net worth of the business.

Involve your agent and surety early in the process to understand the necessary steps to qualify when the project is outside your norm in terms of size or scope.

When looking at a bonded project, sureties will want to know - Do you have the personnel, equipment, experience, etc.? Are you self-performing and/or using subcontractors? Why does this project make sense for your company? Ask your agent and surety if you need any referrals for construction-focused CPA's, contract attorney's and bankers.

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18 BID GUARANTY BOND
(TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID)
KNOW ALL MEN BY THESE PRESENTS:

That , hereinafter,
called the Principal, and , hereinafter.
called the Surety, are jointly and severally held and firmly bound unto the City of Hanford, hereinafter called the Oblige, each in the penal sum of 10 percent (10%) of the total amount of the bid of the Principal for the work, this sum not to exceed, Dollars
($_________________) of lawful money of the United States for the payment whereof unto the Oblige, the Principal and Surety jointly and severally bind themselves forever firmly by these presents.

WHEREAS the Principal is herewith submitting its offer for the fulfillment of Oblige′s contract for:

PLUNGE SLIDE REPAIRS
NOW THEREFORE, the conditions of this obligation is such that if the Principal is awarded the contract, and if the Principal, within the time specified in the bid for such contract enters into, executes, and delivers to the Oblige an agreement in the form provided herein complete with evidences of insurance, and if the Principal within the time specified in the bid gives to the Oblige the performance and payment bonds on the form provided herein, then this obligation shall be void; otherwise, the Principal and Surety will pay unto the Oblige the difference in money between the total amount of the bid of the Principal and the amount of which the Oblige legally contract with another party to fulfill the contract if the latter amount be in excess of the former, but in no event shall the Surety′s liability exceed the penal sum hereof.

AND IT IS HEREBY DECLARED AND AGREED that the Surety shall be liable under this obligation as Principal, and that nothing of any kind or nature whatsoever that will not discharge the Principal shall operate as a discharge or a release of liability of the Surety.

IT IS HEREBY FURTHER DECLARED AND AGREED that this obligation shall be binding upon and insured to the benefit of the Principal, and Surety, and the Oblige and their respective heirs, executors, administrators, successors and assigns.

Dale Cooper, LLC dba Safe Slide Restoration
RLI Insurance Company
Ten percent of the amount bid
75,764.00

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19 SIGNED AND SEALED this _____ day of ________________________ 20___. (SEAL) __________________________________________________ Principal
__________________________________________________
Signature for Principal
(SEAL) __________________________________________________ Surety
__________________________________________________
Signature for Surety
__________________________________________________
Title of Signatory
2nd December 25
Dale Cooper, LLC dba Safe Slide Restoration
RLI Insurance Company
Greg Rogers
Attorney-in-Fact

AGREEMENT
THIS AGREEMENT, made and entered into this ______ day of _______________ in the year 20_____, by and between the City of Hanford, a municipal corporation organized and existing in the County of Kings under and by virtue of the laws of the State of California hereinafter designated as the City, and
hereinafter designated as the Contractor.

WITNESSETH: That the parties hereto have mutually covenanted and agreed and by these presents do covenant and agree with each other as follows:

Article I
The Contract Documents consist of the Notice to Contractors, Proposal, this Agreement, Performance Bond, the accepted Bid, Non-Collusion Affidavit, General Provisions, Special Provisions, Plans and all Addenda as prepared prior to date of bid opening, setting forth any modifications or interpretations of any of said documents. All of the provisions of said Contract Documents are hereby incorporated in and made a part of this Agreement as truly as if fully set forth herein.

Article II
For and in consideration of the payments and agreements to be made and performed by the City of Hanford as set forth in said Documents, the Contractor agrees with the City to:

PLUNGE SLIDE REPAIRS
For which award of contract was made to furnish at his own proper cost and expense all tools, equipment, services, labor, and materials necessary, therefore, and to do everything required by said Contract Documents.

Article III
For furnishing all said services and materials; obtaining all permits and licenses of a temporary nature; furnishing and removing all plant, temporary work structures, tools and equipment and doing all the work contemplated and embraced in this Agreement; also for all loss and damage arising out of the nature of the aforesaid work during its progress or prior to acceptance, from the action of the elements, from any unforeseen difficulties which may arise to be encountered in the prosecution of the work and for all other risks of any description connected with the work; also for all expense incurred by or in consequence of the suspension or discontinuance of work, except such as in the said Contract RFB 2026-11
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Documents are expressly stipulated to be borne by the City; and for well and faithfully completing the work and the whole thereof within the stipulated time and in the manner shown and described in said Documents and in accordance with the requirements of the Engineer under them, the City will pay and the Contractor will receive in full compensation therefore the price set forth by him in the accepted bid. The total compensation to be paid will be computed on the basis of the quantity of work actually performed in accordance with the Contract Documents and paid for at the stipulated contract unit or lump sum prices, as the case may be.

Article IV
The City hereby promises and agrees with the said Contractor to employ and does hereby employ the said Contractor to provide the material and to do the work according to the terms and conditions herein contained and referred to for the prices aforesaid, and hereby contracts to pay the same at the time, in the manner and upon the conditions set forth in the Contract Documents, and the said Parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby agree to the full performance of the covenants herein contained.

Article V
No work, services, material or equipment shall be performed or furnished under this Agreement unless and until a Notice To Proceed has been given to the Contractor by the City, which notice shall be given within FIVE (5) CALENDAR DAYS from the date of signing the contract, and the Contractor shall commence work within TEN (10) CALENDAR DAYS after said notice is given.

Article VI
The Contractor and any subcontractor under him shall pay not less than the prevailing rate of wages to all workmen employed in the execution of this contract. Copies of the prevailing rate of wages are on file at the City Public Works Office and are available upon request.

Article VII
To the fullest extent allowable by law, Contractor agrees to indemnify, defend and hold harmless the City and its officials, officers, employees, agents and volunteers from and against all claims, demands, actions, injuries, liabilities, losses, costs or damages, direct or indirect, and any and all attorneys’ fees and other expenses which City or its officials, officers, employees, agents or volunteers may sustain or incur as a consequence of or are in any way related to Contractor’s or its owners, directors, officers, managers, employees, agents and subcontractor’s willful or negligent acts or omissions in the performance of the services and Contractor's responsibilities and obligations to be performed under this agreement or its failure to perform or comply with any of its obligations or responsibilities contained in this agreement; excluding, however, such liability, claims, losses, damages or expenses arising from City’s sole or active negligence or willful acts. This duty to indemnify, defend, and hold harmless shall survive the termination of this agreement.

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IN WITNESS WHEREOF: The parties hereto have caused this contract to be executed the day and year first above written.

CONTRACTOR CITY OF HANFORD, CALIFORNIA
_______________________________________ BY ___________________________________ Company Name City of Hanford, Interim City Manager
_______________________________________ DATE: ________________________________ Print Name
_______________________________________
Signature
DATE: _________________________________ ATTEST:
_______________________________________ ____________________________________ Title City Clerk
Contractor’s License No. __________________
ATTEST: to Contractor’s Signature APPROVED AS TO CONTENT:
_______________________________________ ___________________________________ BY: Russ Sterling, Public Works Director
_______________________________________ APPROVED AS TO FORM:

Title
___________________________________
City Attorney

The Plunge Safe Slide Gantt Chart
PROJECT TITLE The Plunge COMPANY NAME Safe Slide Restoration PROJECT MANAGER Martin Padilla DATE 2/17/26

WBS NUMBER TASK TITLE TASK OWNER START DATE DUE DATE DURATION PCT OF TASK

COMPLETE
Open Flume Body Slide - Grey
WEEK 1

M T W T F S S M T W T F S S M T W T F S S
1 Open Flume Body Slide - Grey 2/17 2/21

1.1 Set up job site, begin scuffing interior
of slide, begin replacing slide
hardware

1.1.1 Finish replacing hardware, cut
seams, address minor repairs
needed on slide

1.2 Power wash exterior for paint, rinse
interior of slide, gel coat interior of
slide, begin painting exterior

1.3 Finish painting exterior, drag,
address any remaining repairs,
recaulk all seams, complete 95%
walk through

1.4 Clean up and 100% walk through

13.G.

AGENDA

STAFF REPORT
MEETING DATE: 12/16/2025 AGENDA SECTION: CONSENT CALENDAR SUBJECT:

Approval of a Contract with OPTERRA Energy Services for the Design and Construction of a 845kW Solar Photovoltaic Facility at the City of Hanford’s Wastewater Treatment Facility (WWTF) in the amount of $3,680,000.

RECOMMENDATION:

Recommendation:

1. Authorize the City Manager to execute a contract with Opterra Energy Services (Opterra) for the design and construction of a 845kW Solar Photovoltaic Facility at the City’s WWTF in the amount of $3,680,000; and

2. Authorize the City Manager to make changes to the project within the project budget Recommended Motion:

1. Authorize the City Manager to execute a contract with Opterra for the design and construction of a 845kW Solar Photovoltaic Facility at the City’s WWTF in the amount of $3,680,000; and

2. Authorize the City Manager to make changes to the project within the project budget BACKGROUND:

This item requests that the City Council authorize the City Manager to execute a “Solar-Only” contract with Opterra for design and construction of the Solar portion of the greater Energy Savings Project at the Wastewater Treatment Facility (WWTF). Recall from the September 16, 2025 City Council Meeting, the greater Energy Savings Project constitutes six Energy Conservation Measures (ECM’s) improvements at the WWTF; a New Solar Photovoltaic Generation Facility, the decommissioning of the older Trickling Filter Plant, Construction of a new Oxidation Ditch, Retrofitting the existing Oxidation Ditch, a New Clarifier, and other miscellaneous improvements. The second new Clarifier is outside of the ECM list. This contract authorizes the Solar Generation Facility only.

Approval of the contract is needed for Opterra to obtain bonds, provide necessary insurance, and mobilize construction crews. Approving the contract, will enable boots on the ground starting January 5 th all the while maintaining forward momentum to meet SCE’s NEM 2.0 deadline of April 14, 2026.

Opterra’s fee of $3,680,000 for Solar only remains unchanged from the “Solar Only” Option

previously submitted in the September 16, 2025 Report and found to be reasonable.

Additional Project Background Information is available in the Staff report prepared for a Study Session presentation on this same agenda.

FISCAL IMPACT:

In the essence of time, Staff is recommending that City Council approve a contract for Solar only with Opterra to begin the construction of the Solar Project at the Wastewater Treatment Facility to meet SCE''s NEM 2.0 April 14, 2026 deadline.

The project can be funded using the current Wastewater Fee Structure and Wastewater Funds, but at the expense of other crucial deferred Wastewater Capital Improvement Projects. An alternative funding option previously presented at the September 16th City Council meeting was a Prop 218 process for a Wastewater Rate Fee increase that would fund either a standalone Solar or combined Solar and Wastewater Energy Savings Project.

Approval of the Solar only contract would facilitate the start of construction, weather permitting, January 5th. Again, Staff will return at a future meeting to present the overall Energy Savings Project cost along with funding scenarios at which point City Council can determine the direction it would like to go; consideration of Solar only or the combined Energy Savings Project (Solar and Wastewater Improvements).

ATTACHMENTS:

1. Opterra Solar Only Contract - Final

2. Exhibit H - Opterra Solar Plans

DIR Project Registration # _ _ _ _ _ _
Opterra Project #: CN-001290
Opterra Contract # R 3688

ENGINEERING, PROCUREMENT AND CONSTRUCTION CONTRACT
This Engineering, Procurement and Construction Contract (this “Contract”) is entered into as of December 16, 2025 (the “Effective Date”) by and between OPTERRA Energy Services LLC, a limited liability company formed under the laws of the State of Delaware (together with its successors and assigns, hereinafter referred to as the “Contractor”) and City of Hanford (together with its successors and assigns, hereinafter referred to as the “Owner”) (each of Contractor and Owner are referred to in the singular as a “Party” and in the plural as the “Parties”).

RECITALS:
(A) Owner owns and operates certain public facilities specifically described in Exhibit A (the “Premises”) and Owner wishes to reduce the Premises’ energy consumption and costs and increase the Premises’ processing capacity and efficiency; (B) Contractor is a full-service energy services company with the technical capabilities to provide services to Owner, including identifying supply-side and/or demand-side energy conservation measures (“ECMs”), engineering, procurement, construction management, installation, construction and training;
(C) Contractor has identified potential energy and operational savings and process operational improvement opportunities at Owner’s Premises and estimated program costs to implement the ECMs and presented an overall potential energy cost and consumption savings for implementing the ECMs (the “Project”);
(D) Owner desires to engage Contractor in the design, engineering, procurement and construction activities for the Project, and Contractor is interested in accepting said tasks, upon the terms and conditions specified under this Contract; and (E) On September 16, 2025, the Council of the City of Hanford adopted Resolution 25-54-R which authorized the City Manager to negotiate the final fee, terms and conditions of this Contract
(F) At the request of Owner, Contractor is updating the Basis of Design and Scope of Work for Wastewater Treatment Plant improvements, ECMs 2, 2A, 2B, 2C, 2D, 2E, and 2F herein (collectively, “Wastewater ECMs”), which updates are expected to be completed in early January 2026. However, due to the urgency of commencing the Solar Photovoltaic Installation (ECM 1, the “Solar Scope”), the Parties agree to enter into this Contract in advance of the finalization of the updates to the Wastewater ECMs, and agree further that this Contract will be amended to include the final Basis of Design and revised Scope of Work for the Wastewater ECMs upon completion of the updates.

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(G) Based on all of the foregoing, the Parties have agreed to enter into this Contract upon the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the promises and the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties covenant and agree as follows:

ARTICLE 1
DEFINITIONS; RULES OF USAGE; PRECEDENCE OF

DOCUMENTS
Section 1.1 Defined Terms. As used in this Contract, the following terms shall have the following meanings:
“Acceptance Test” means those tests to be conducted pursuant to the Scope of Work. “Applicable Laws” means all laws, treaties, ordinances, judgments, decrees, injunctions, writs and orders of any court, arbitrator, or governmental agency or authority, and rules, regulations, orders and interpretations of any federal, state, county, municipal, regional, environmental or other governmental body, instrumentality, agency, authority, court or other body having jurisdiction over Contractor, the Project, the Premises, performance of the Work, operation of the Systems, the qualification of the Project for applicable Environmental Attributes, as in each case may be in effect on the Effective Date and, solely with respect to Applicable Laws, the requirements of which are imposed upon Contractor, any Subcontractor, Owner, as such Applicable Laws may be modified, vacated or amended from time to time (specifically including Environmental Laws so imposed).
“Applicable Permits” means, as to the Project, all valid and effective waivers, franchises, variances, permits, Authorizations, licenses or orders of or from any federal, state, local, county, municipal, regional, environmental or other Governmental Authority, court or other body having jurisdiction, which are required to be obtained or maintained in connection with construction of the Project on the Premises, performance of the Work, or operation of the Project. “Authorizations” means any authorization, Applicable Permit, certificate, permission, concession, license, order, communication, decision or other authorizing/approving act by any Governmental Authority whatsoever which are required under Applicable Law, thus including, by way of example and without limitation, those required to install, own, access, operate, dispose and maintain in any manner the Project under any applicable environmental, town planning, building, archaeological or landscape Laws or regulations.
“Authorized Representative” means, with respect to Owner, the Person appointed by Owner to act on Owner’s behalf with respect to Owner’s duties and responsibilities under this Contract in accordance with Section 23.1.
“Basis of Design” means written documentation of the design approved and agreed to by Owner, including applicable design criteria, calculations, mass balances, studies, testing, and modeling completed to define the proposed design. The Basis of Design is attached hereto as Exhibit B-2.

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“Beneficial Use” means when major new equipment and Systems included in the Scope of Work are properly installed, inspected, operational, and are capable of being used for their intended purpose. Beneficial Use can occur for an individual piece of equipment, a system, an individual ECM or the entire Project.
“Business Day” means a calendar day that is not a Saturday, Sunday, or a day that the Federal Reserve member banks in California are authorized to be closed. References to “day” shall mean a calendar day, unless the term “Business Day” is used. “Change” means a change, modification, addition, or deletion to or in the Design Documents, the Construction Documents, the Contract Price, or the Project Schedule, as applicable.
“Change in Law” means any of the following events or circumstances occurring after the Effective Date: (i) an amendment, modification, interpretation, construction, enforcement standard, supplement or other change in or repeal of an existing Applicable Law; or (ii) an enactment or making of a new Applicable Law (excluding a change in any income or franchise tax law, worker’s compensation, payroll or withholding tax law, but including any change in law imposing new or additional tariffs or import duties).
“Change Order” means a written order pursuant to ARTICLE 8, executed by Owner and Contractor authorizing a Change.
“CM” means the Construction Manager for the Project assigned by Contractor pursuant to Section 2.4(b) and acting under the authority described therein. “Construction Documents” means the final designs, drawings, specifications and submittals that are approved for construction, and any Change Orders affecting those documents, that describe the technical requirements for the installation of all the materials and equipment pursuant to this Contract.
“Contract” has the meaning set forth in the introductory paragraph to this Contract and shall include all Exhibits hereto and all Change Orders and amendments hereto executed in accordance with the provisions of this Contract.
“Contract Price” means Three Million Six Hundred Eighty Thousand Dollars ($3,680,000.00), as the same may be modified from time to time pursuant to Change Orders. “Contractor” has the meaning set forth in the introductory paragraph to this Contract. “Contractor Default” has the meaning set forth in Section 14.6. “Contractor Indemnitees” means Contractor, its successors and assigns, and each of their owners, directors, officers, employees, representatives, agents, and subcontractors. “Contractor Losses” has the meaning set forth in Section 18.2(a). “Contractor-Required Change” has the meaning set forth in Section 8.4(a). “Contractor’s Personnel” means Contractor, its employees, agents, representatives, Subcontractors and Subcontractor’s employees, and agents. “Default Rate” means the lesser of (i) the prime rate plus two percent (2%) as published in “The Monthly Rates” section of The Wall Street Journal (U.S. Edition) and (ii) the maximum rate permitted by Applicable Law. Such interest shall be calculated on the basis of the actual

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number of days elapsed and on the basis of dividing the Default Rate by a year of three hundred sixty-five (365) days (the Daily Rate) and then multiplying this Daily Rate by the number of days past due and then times the amount outstanding.
“Design Documents” has the meaning set forth in Section 2.3. “Differing Site Conditions” are concealed or latent physical conditions or subsurface conditions at the Site that (i) materially differ from the conditions indicated in the investigative reports produced by Contractor or (ii) are of an unusual nature, differing materially from conditions ordinarily encountered and generally recognized inherent in the Work. “Disputes” has the meaning set forth in Section 20.1.
“ECM(s)” shall have the meaning set forth in the Recitals to this Contract. “Environmental Attributes” means any credit, benefit, reduction, offset, financial incentive, tax credit and other beneficial allowance that is in effect as of the Effective Date or may come into effect in the future, including, to the extent applicable and without limitation, (i) all environmental and renewable energy attributes and credits of any kind and nature resulting from or associated with the Project and/or its electricity generation, including, without limitation, renewable energy certificates or any similar certificates or credits, (ii) government financial incentives, (iii) tax credits, incentives or depreciation allowances established under any federal or state law, and (iv) other allowances howsoever named or referred to, with respect to any and all fuel, emissions, air quality, or other environmental characteristics, resulting from the use of solar generation or the avoidance of the emission of any gas, chemical or other substance into the air, soil or water attributable to the Project and/or their electricity generation. “Environmental Laws” means any Applicable Law governing or relating to (a) ambient air, surface water, ground water, land surface and subsurface strata, and natural resources, (b) releases or threatened releases of Hazardous Materials including investigations, monitoring and abatement of such releases, and (c) the manufacture, handling, transport, use, treatment, storage or disposal of Hazardous Materials or materials containing Hazardous Materials. “EPC Requirements” means this Contract (including, without limitation, the Scope of Work, the Basis of Design, and the Project Schedule), the Premises-Related Requirements, the Interconnection Agreements, Applicable Laws (including, without limitation, Applicable Permits), Prudent Industry Practices, and the Construction Documents. “Equipment” means all equipment, machinery, apparatus, materials, articles, components, raw materials, supplies, parts, Projects, structures and any other equipment or items (including the Owner-Supplied Equipment), to the extent specified by Contractor and comprising or otherwise necessary or appropriate for completion of the Work in accordance with the EPC Requirements. “Excusable Event” means an act, event, occurrence, condition or cause beyond the control of Contractor, including, but not limited to, the following: (i) any act or failure to act of, or other delay caused by any Owner Person; (ii) the failure to obtain, or delay in obtaining, any Interconnection Agreement, or Applicable Permit (including due to failure to make timely inspection), or delays caused by changes and/or modifications to the Scope of Work required by a Governmental Authority, other than a failure caused by the action or inaction of Contractor; (iii) changes in the design, scope or schedule of the Project required by any Governmental Authority or Owner Person; (iv) undisclosed, differing or unforeseen conditions encountered at

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the Premises, including discovery or existence of Hazardous Material; (v) the failure to obtain, or delay in obtaining, approval of any Governmental Authority or the Utility for design and installation of any portion of the Project, including any further or subsequent approval required with respect to any change in the Scope of Work, other than a failure caused by the action or inaction of Contractor; (vi) information provided to Contractor by any Owner Person or Utility is later found to be inaccurate or incomplete; (vii) any Change in Law; (viii) delay caused by pending arbitration; (ix) work or delay by the Utility; (x) material shortages, delay in manufacturing or deliveries of equipment, supply chain disruptions, embargo, or material price increases that exceed fifteen percent (15%) in a six (6) month period; or (ix) an event of Force Majeure. “Exhibit” means the following attachments to this Contract, each of which is an “Exhibit:” Exhibit A Premises
Exhibit B Scope of Work
Exhibit B-2 Basis of Design
Exhibit C Insurance Requirements
Exhibit D Monitoring Installation Scope of Work
Exhibit E M&V Services
Exhibit F Maintenance Services
Exhibit G Spare Parts List
Exhibit H Preliminary Drawings
Exhibit I Geotechnical Report
“Final Completion” has the meaning set forth in Section 10.5. “Force Majeure” has the meaning set forth in Section 15.1. “Governmental Authority” means any federal, national, state, municipal, local, territorial, or other governmental department, commission, board, bureau, agency, regulatory authority, instrumentality, judicial or administrative body, and any arbitral tribunal, including any state Governmental Authority and the Internal Revenue Service. “Hazardous Material” means any and all chemicals, constituents, contaminants, pollutants, materials, and wastes and any other carcinogenic, corrosive, ignitable, radioactive, reactive, toxic or otherwise hazardous materials or mixtures (whether solids, liquids, gases), or any substances now or at any time subject to regulation, control, remediation or otherwise addressed as a hazardous material under Applicable Laws, including those laws, regulations and policies

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relating to the discharge, emission, spill, release, or threatened release into the environment or relating to the disposal, distribution, manufacture, processing, storage, transport, treatment, , or other use of such substances.
“Indemnifying Party” has the meaning set forth in Section 18.4. “Indemnitee” means a Person seeking indemnification pursuant to ARTICLE 18. “Interconnection Agreement” shall mean each Interconnection Service Agreement made and entered into by Owner with the Utility, which authorizes the interconnection of the PV System with the local electric distribution Project of the Utility. “Invoice” means an invoice delivered by Contractor to Owner indicating the amount owed as a Progress Payment.
“Manufacturer’s Warranty” has the meaning set forth in Section 11.1(a). “Notice of Final Completion” has the meaning set forth in Section 10.6. “Notice of Substantial Completion” has the meaning set forth in Section 10.2(a). “Notice to Proceed” has the meaning set forth in Section 7.1. “Owner” has the meaning set forth in the introductory paragraph to this Contract. “Owner-Caused Delay” means a delay in the Work caused by material failure by Owner to perform any of Owner’s obligations under this Contract, including (i) any material failure by Owner to timely review, comment on, or approve Contractor’s submittals and notices delivered in connection with this Contract, including notices regarding Notice to Proceed, Notice of Substantial Completion and Notice of Final Completion within the timeframes established herein; (ii) Owner’s material interference with the performance of the Work; and (iii) material delays by the Utility to timely review, comment on, or approve Contractor’s submittals and notices delivered in connection with this Contract, or to perform inspections or its other obligations under an Interconnection Agreement, in each case, that (A) is beyond the reasonable control of Contractor and any of its Subcontractors; (B) does not result from the negligence or willful misconduct of Contractor or any of its Subcontractors; (C) could not have been prevented or overcome by the reasonable efforts and due diligence of Contractor or any of its Subcontractors; and (D) either (1) materially adversely affects the Work such that the performance of the Work is prevented or delayed or (2) causes an actual, substantiated increase in the cost of Contractor’s performance of the Work.
“Owner-Requested Change” has the meaning set forth in Section 8.2. “Owner-Supplied Equipment” means any equipment designated to be supplied by Owner in the Scope of Work, but does not include any equipment not specified by Contractor and not included in the Construction Documents.
“Owner Indemnitees” means Owner, and its respective affiliates, successors, and assigns, and each of their respective officials, officers, employees, representatives, and agents. “Owner Losses” has the meaning set forth in Section 18.1(a). “Owner Person” means Owner its officials, officers, agents, employees, subcontractors, architects, general contractors, lease/leaseback contractors or other persons acting on behalf of Owner or for whom Owner is responsible.

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“Party” has the meaning set forth in the introductory paragraph to this Contract. “Person” means any individual, corporation, partnership, limited liability company, association, joint stock company, trust, unincorporated organization, joint venture, government or political subdivision or agency thereof.
“PM” means the Project Manager for the Project assigned by Contractor pursuant to Section 2.4(b) and acting under the authority described therein. “Premises” shall have the meaning set forth in the Recitals to this Contract. “Premises-Related Requirements” shall have the meaning set forth in Section 2.3(a). “Progress Payment” has the meaning set forth in Section 6.4(a). “Project” means, collectively, the design, engineering, permitting, procurement, construction, installation, commissioning, start-up, testing and completion of the entire Scope of Work in a manner and at the times required under this Contract. “Project Schedule” means the schedule for the completion of the Project that shall be developed by Contractor pursuant to Section 2.1(b).
“Prudent Industry Practices” means the practices, methods, techniques and standards that (a) are generally accepted in the electric power industry in California for use in connection with the design, procurement, engineering, construction, testing, operation and maintenance of power generating projects of similar size and type as the Project all in a manner consistent with PremisesRelated Requirements, Applicable Laws, Applicable Permits, reliability, safety, and good workmanship, and (b) conform to the manufacturer’s design, engineering, construction, testing, operation and maintenance guidelines applicable to the equipment in question. Prudent Industry Practices are not limited to the optimum practice or method to the exclusion of others, but rather refer to commonly used and reasonable practices and methods. “Punch-List” means the list prepared in accordance with Section 10.4(a), which list shall set forth all items of work that remain to be performed in order to ensure that the Work fully complies with all of the standards and requirements set forth herein. “PV System(s)” means the photovoltaic solar system(s) described in the Scope of Work. “Schedule of Values” means a schedule of values apportioned to the various divisions or phases of the Work; each line item contained in the Schedule of Values will be assigned a value such that the total of all items equals the Contract Price. The Schedule of Values will be provided by Contractor to Owner within thirty (30) days of the Effective Date. “Scope of Work” means the scope of work attached hereto as Exhibit B. “Subcontractor” means each and every vendor, supplier, materialmen or contractor, other than Contractor, performing any part of the Work or providing any equipment or materials in connection with the Work.
“Substantial Completion” has the meaning set forth in Section 10.1. “Project Warranty” shall have the meaning set forth in Section 11.1(a)(i). “Project” has the meaning set forth in the Recitals to this Contract. “Termination Notice” has the meaning set forth in Section 14.3(a).

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“Termination Payment” has the meaning set forth in Section 14.4(a)(i). “Utility” means the local provider of electric service to the Premises (Southern California Edison).
“Warranties” has the meaning set forth in Section 11.1(a)(i). “Warranty Period” has the meaning set forth in Section 11.1(a)(i). “Work” has the meaning set forth in Section 2.1(e).

Section 1.2 Rules of Usage. The Parties hereby agree that the following rules of usage shall apply to this Contract unless otherwise required by the context or unless otherwise specified:
(a) Singular and Plural. Definitions set forth herein shall be equally applicable to the singular and plural forms of the terms defined.
(b) References to Persons. References to any Person shall include such Person and its successors and permitted assigns and transferees. (c) Agreements as Amended. Reference to any agreement (including this Contract) means such agreement as amended, supplemented or otherwise modified from time to time in accordance with the applicable provisions thereof. (d) Grammatical Forms. Where a word or phrase is specifically defined, other grammatical forms of such word or phrase have corresponding meanings; the words “herein,” “hereunder,” and “hereof” refer to the provisions of this Contract as a whole and not to any particular portion or provision of this Contract; “including” means “including, but not limited to,” and other forms of the verb “to include” are to be interpreted similarly; references to “or” shall be deemed to be disjunctive but not necessarily exclusive (i.e., unless the context dictates otherwise, “or” shall be interpreted to mean “and/or” rather than “either/or”); and masculine includes feminine and neuter. (e) Days. References to “days” shall mean calendar days, unless the term “Business Days” is used. If the time for performing an obligation under this Contract expires on a day that is not a Business Day, the time shall be extended until that time on the next Business Day.
(f) Reasonableness; Timeliness. Whenever a Party’s consent, approval, satisfaction, or determination will be required or permitted under this Contract, and this Contract does not expressly state that the Party may act in its sole discretion, such consent, approval, satisfaction, or determination will not be unreasonably withheld, qualified, conditioned, or delayed, whether or not such a “reasonableness” standard is expressly stated in this Contract. Whenever a Party’s cooperation is required for the other Party to carry out its obligations hereunder, each Party agrees that it will act in good faith and reasonably in so cooperating with the other Party or its designated representatives or assignees or subcontractors. Each Party will furnish decisions, information, and approvals required by this Contract in a timely manner so as not to delay the other Party’s performance under this Contract.

Section 1.3 Precedence of Documents. In case of any inconsistency, conflict, or ambiguity among the Contract documents, the documents shall govern in the following order:

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(a) Change Orders and Amendments to this Contract
(b) The body of this Contract
(c) Official responses by the Engineer of Record to Requests For Information (d) Scope of Work, Exhibit B
(e) Preliminary Drawings, Exhibit H
(f) Approved Final Submittals
ARTICLE 2
CONTRACTOR’S WORK AND OTHER OBLIGATIONS
Section 2.1 Work and Project Schedule / Contract Time of Completion. (a) Consistent with the EPC Requirements, Contractor will perform the Work in accordance with the Project Schedule, as may be adjusted by Change Order, an OwnerCaused Delay or an event of Force Majeure. (b) Contractor shall develop a construction schedule (the “Project Schedule”), in form and substance reasonably satisfactory to Owner, using Microsoft Project. Owner shall deliver its comments, if any, to the Project Schedule to Contractor within ten (10) Business Days after receipt thereof from Contractor, and Contractor shall promptly thereafter incorporate Owner’s reasonable comments in the Project Schedule. Contractor shall plan, develop, supervise, control, and coordinate the performance of the Work in accordance with the Project Schedule.
(c) The detailed Project Schedule shall indicate the times (numbers of days or dates) for starting and completing the various stages of the Work, including each Milestone Date specified in the Contract Documents, and a schedule of required submittals with the times for submitting, reviewing and processing each submittal. (d) After issuance of the Notice to Proceed, Contractor will establish a biweekly or weekly (at Owner’s preference) construction meeting with Owner (by conference call or in person) at which time the Work of the prior period will be reviewed, and Contractor will provide Owner with a three-week prospective look forward to the Work to be completed in such prospective period.
(e) Contractor shall provide the Project Schedule and any updates thereto on a monthly basis as the Work progresses, including the incorporation of progress changes where appropriate.
(f) Except as otherwise expressly set forth herein as being the responsibility of Owner or a third party retained by Owner, Contractor shall perform, or cause to be performed, all of the work and services required in connection with the design, engineering, permitting, procurement, civil works, construction, installation, commissioning, start-up, testing and completion of the Project, and procure and provide the Equipment (other than Owner-Supplied Equipment), machinery, tools, labor, utilities, chemicals, transportation, administration and other services and items required for and

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related to the foregoing, all in accordance with the EPC Requirements and as further described in the Scope of Work (the “Work”).
(g) Liquidated Damages. Reserved for Amendment.

Section 2.2 Engineering, Design, Construction. Contractor will provide the engineering and design services necessary for the Work in a manner that meets the requirements set forth in the Scope of Work and applicable EPC Requirements. Contractor will cooperate and coordinate with Owner, Owner-Supplied Equipment suppliers and Governmental Authorities having jurisdiction over the Work, the Project, or the Premises. All engineering Work to be performed by Contractor requiring certification shall be certified by professional engineers licensed under Applicable Law and properly qualified to perform such engineering services in the State of California.

Section 2.3 Design Documents.
(a) Contractor shall review and become familiar with the following documents, Authorizations and Applicable Laws in order to incorporate within the Design Documents and the Construction Documents all planning, design, project coordination and notification, safety and monitoring, construction and engineering requirements therein contained relating to the Project:
(i) the Applicable Permits issued as of the Effective Date; (ii) the Utility Interconnection Agreements
(such requirements, collectively, the “Premises-Related Requirements”). (b) As further described in the Scope of Work, Contractor will prepare design documents for the Project, consistent with the Basis of Design and consisting of the mechanical, process, structural, civil, and other drawings, models, specifications, plans and other documents necessary to describe the Project with respect to the civil engineering, structural, instrumentation, control, mechanical, electrical, and life safety Projects to be incorporated therein, including the documents specified in the Scope of Work (collectively, the “Design Documents”).
(c) The Design Documents will be submitted to Owner for review at intervals identified in Exhibit B, Scope of Work. Owner shall provide comments on the Design Documents to Contractor within fifteen (15) Business Days after Owner’s receipt thereof, and Contractor shall take Owner’s comments into consideration in the final Design Documents; provided however, that changes to the Basis of Design or other Design Documents may result in a Change Order. Owner’s review is for general conformance only and does not approve or transfer responsibility for design. Contractor remains solely responsible for design sufficiency to meet performance requirements and all Laws and Regulations.

Section 2.4 Construction Management.
(a) Contractor shall construct the Project in accordance with the EPC Requirements. Contractor shall inspect all Equipment (including Owner-Supplied Equipment) to be incorporated in the Project and shall reject those items determined not to be in compliance with the requirements of this Contract and the Construction

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Documents. Any item that is rejected by Contractor pursuant to the immediately preceding sentence shall be corrected (whether by repair, replacement or otherwise) so that it is in compliance with the requirements of this Contract and the Construction Documents. Repair, replacements or otherwise of the Owner-Supplied Equipment shall be at Owner’s cost unless such is necessitated by the actions of Contractor. Contractor shall ensure that all Subcontractors perform their respective subcontracts in accordance with the EPC Requirements. Contractor shall review and shall be fully responsible for the Work, including any portion of the Work performed by Subcontractors. (b) Contractor shall notify Owner of the designated individuals to serve as the CM and PM for the Project. Contractor acknowledges and agrees that the individuals designated as CM and PM shall have experience with management of similar facility installations and shall have the professional qualifications customarily held by individuals serving in such capacities. The CM shall have day-to-day responsibility for the Work in the field, while the PM shall have overall responsibility for communication and coordination with Owner in respect thereof, and any other matters relating to this Contract. Should Owner, at any time, find the performance of the CM or PM to be unacceptable, Owner shall so notify Contractor of its reasons therefor. Contractor must resolve the objections of Owner with respect to the CM or PM to Owner’s reasonable satisfaction, which may involve replacing such individual if Owner reasonably requests such replacement. Contractor may designate a different CM or PM at any time by written notice to Owner.
(c) Contractor will subcontract as needed to provide the construction oversight required to meet the requirements of Applicable Permits and Authorizations.

Section 2.5 Quality Assurance / Quality Control Plan/Inspection (a) General. Unless waived in writing by Owner, the Contractor shall prepare and maintain a Quality Assurance/Quality Control Plan (QA/QCP) to address all quantitative performance/specification requirements, installed conditions and operating characteristics. The QA/QCP is intended to document those inspections/tests necessary to assure Owner that product delivery, quality and performance are as required. It also serves as an inspection coordination tool between the Contractor and Owner. (b) Content. For each requirement, the QA/QCP shall identify: item/system to be tested, exact test(s) to be performed, measured parameters, inspection/testing organization, and the stage of construction development when tests are to be performed.

Organize the QA/QCP into volumes. Each inspection/test shall be coded and referenced on timeline charts to identify when tests should be performed. The Contractor is not relieved from required performance tests should these not be included in the plan.

Section 2.6 Correction of Work
(i) Contractor shall promptly correct Work rejected by the Engineer or failing to conform to the requirements of the Contract Documents, whether discovered before or after Substantial Completion and whether or not fabricated, installed or completed. Costs of correcting such rejected Work, shall be at the Contractor’s expense.

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Section 2.7 Study and Inspection of the Premises. Prior to the start of the Work, Contractor shall ensure that it has studied and inspected to its full satisfaction the Premises, as well as the Premises-Related Requirements, geotechnical and geo-morphological/hydrogeological studies/restraints disclosed to Contractor by Owner and the surroundings, accesses and weather characteristics of the Premises, to the extent that the foregoing are reasonably observable consistent with Prudent Industry Practices. If during these studies or investigations, or during the performance of the Work, a Differing Site Condition is discovered that affects performance of the Work, Contractor shall provide notice to Owner within five (5) Business Days, and the Parties shall work to arrive at a mutually acceptable approach to address the Differing Site Condition discovered and agree on a Change Order under which Contractor shall receive equitable adjustment to the Project Schedule and Contract Price to account for such Differing Site Condition(s).

Section 2.8 Procurement of Materials, Equipment, Supplies and Labor; Interconnection.
(a) Contractor shall procure, in Contractor’s name, and receive, store on or off the Premises, and transport to the Premises, the Equipment required for completion of the Project in accordance with the EPC Requirements; provided, however, that Contractor shall not be obligated to procure the Owner-Supplied Equipment. Owner shall provide the Owner-Supplied Equipment in quantity and schedule that will not negatively impact the Project Schedule or cause Contractor to incur additional expense; if Owner does not fulfill this obligation, Contractor shall be entitled to a Change Order under which it shall receive equitable adjustment to the Project Schedule and the Contract Price.
(b) Contractor shall be solely responsible for obtaining the building permit for the Project and complying with Applicable Law and rules and regulations applicable to the Work. Contractor shall be responsible for obtaining and paying for all other Applicable Permits and Authorizations.
(c) Neither the Contract Price nor this Contract includes the cost of addressing any changes to Owner’s or Utility’s equipment for interconnection of the PV Project that are not expressly provided for in the Scope of Work. If the Utility requires any modification of the Scope of Work or any construction, improvement or renovation of the Owner’s or Utility’s equipment, then Owner may utilize a contractor of Owner’s choice to undertake such construction, improvement, or renovation to Utility’s or Owner’s equipment, or, if Owner elects to utilize Contractor, Contractor shall be entitled to a Change Order for the cost of such work.
(d) Contractor shall also supply or arrange for Contractor and Subcontractor labor and manufacturing and related services that are required for completion of the Work.

Section 2.9 Start-Up. Contractor shall be responsible for the start-up of the Project and its components; the calibration of controls and all Equipment and commissioning.

Owner shall operate the Project during and after initial startup of the Project.

Section 2.10 Testing. Contractor shall perform, and re-perform as necessary, the Acceptance Tests in accordance with the Scope of Work.

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Section 2.11 Pre-Existing Conditions. Contractor shall not be responsible for work to address existing conditions, which could not be reasonably discoverable by Contractor by visual inspection, that (i) are non-compliant with applicable codes, (ii) may become non-compliant with applicable codes upon completion of Contractor’s Work, (iii) may cause Contractor’s completed Work to be non-compliant with applicable codes, (iv) may prevent Owner from realizing the full benefits of Contractor’s Work, (v) may present a safety or equipment hazard, or (vi) are otherwise outside the scope of Contractor’s Work. A Change Order will be required to bring any such pre-existing conditions into compliance.

Section 2.12 Incentives. Contractor makes no guarantee that Owner will receive funding from any Environmental Attribute, energy efficiency rebate, incentive, tax credits, and/or loan program(s), including the Inflation Reduction Act (collectively, “Incentive Funds”), or any portion thereof; Contractor expressly disclaims any liability for Owner’s failure to receive any portion of the Incentive Funds, and Owner acknowledges and agrees that Contractor will have no liability for any failure to receive all or any portion of the Incentive Funds. Procurement, or lack thereof, of the Incentive Funds will not alter the Contract Price of this Contract or the payment timeline associated with payment of the Contract Price.

Section 2.13 Standard of Performance. Contractor shall be responsible for construction means, methods, techniques, sequences, procedures and safety and security programs in connection with the performance of the Work. Contractor shall perform the Work in a professional, prudent, good and workmanlike manner and in accordance with the EPC Requirements. Without limitation of the foregoing, all Equipment and materials supplied under this Contract shall new and of good quality, unless specified otherwise in this Contract.

Section 2.14 Labor and Personnel.
(a) Contractor shall provide and be responsible for the services of Contractor’s Personnel in connection with the Work. Contractor shall, and shall cause each Subcontractor to, use qualified labor and personnel for the performance of the Work in accordance with Prudent Industry Practice. All Contractors’ Personnel shall be licensed and insured to perform the Work to the extent required by Applicable Law or Prudent Industry Practice. Owner can require replacement of any of Contractor’s Personnel if Owner has a reasonable concern with respect to the performance of such personnel and if Owner provides prior written notice of such request, and Contractor shall have up to ten (10) Business Days to comply with such request to minimize any disruption in the Project Schedule.
(b) Contractor shall be responsible for all labor relations matters relating to the Project, including wages, salaries, hours of work, employee benefits, labor contracts, safety and related matters. Contractor shall at all times maintain discipline, safety and good order at the Premises and in the performance of the Work and shall remove and replace any personnel failing to maintain discipline, safety and good order. (c) Contractor shall cause all Contractor’s Personnel to be trained in and made aware of any applicable Premises-Related Requirements pertaining to any part of the Work performed by such Contractor’s Personnel, including, without limitation, instruction of all such Contractor’s Personnel regarding conditions at the Premises.

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Section 2.15 Permitting.
(a) Contractor shall timely obtain and maintain in effect (including by timely meeting all filing and other reporting requirements) all Applicable Permits that are not the legal responsibility of Owner to obtain, including, without limitation, permits as required by the California State Water Resources Control Board or City of Hanford.

Owner shall timely obtain and maintain in effect (including by timely meeting all filing and other reporting requirements) all other Applicable Permits. Owner and Contractor shall cooperate with each other in connection with the other Party’s efforts to obtain the Applicable Permits required to be obtained by the other Party under this Contract.

Contractor shall perform the Work in compliance with all Applicable Permits. (b) In connection with the Work, including without limitation the fulfillment of the conditions and requirements of the Applicable Permits pertaining thereto, Contractor’s Personnel shall fully and continuously cooperate with applicable Governmental Authorities, which cooperation shall include causing the CM and/or PM to meet at the Premises with Governmental Authorities as may be required and to provide such reports and filings as may be reasonably requested by such Governmental Authorities.

Section 2.16 Clean-Up and Waste Disposal.
(a) During the performance of the Work, Contractor shall keep the Premises clean and free from accumulations of waste materials, rubbish and other debris resulting from the Work. Such rubbish, waste materials and debris shall be removed from time to time and disposed of in accordance with the EPC Requirements. (b) Prior to Final Completion, Contractor will remove Contractor’s waste materials, rubbish, tools, construction equipment, machinery, surplus materials and other Project-related debris from the Project and the Premises and dispose of the same in accordance with Applicable Laws and Applicable Permits. (c) Contractor shall follow permit closeout requirements of general stormwater construction permit
Section 2.17 Safety Precautions. Contractor shall be responsible for the safety of its Work and the operations of each Subcontractor in accordance with Prudent Industry Practice and applicable OSHA requirements. Contractor will initiate and maintain a safety program in connection with its construction of the Project. Contractor will submit a Construction Site Safety Plan for Project to the Owner. Contractor will take reasonable precautions for the safety of, and will provide reasonable protection to prevent damage, injury, or loss to: (i) employees of Contractor and Subcontractors performing Work under this Contract; (ii) Contractor’s property and other materials to be incorporated into the Project, under the care, custody, and control of Contractor or its Subcontractors; and (iii) other property at or adjacent to the Premises not designated for removal, relocation, or replacement during the course of construction. Contractor will not be responsible for Owner’s employees’ safety unless and to the extent that Contractor’s negligence or intentional misconduct in the performance of its Work is the proximate cause of the employee’s injury. Any person entering areas where Work is being performed must follow Contractor’s and Owner’s written safety rules and regulations or such person may be escorted from the site.

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Section 2.18 Hazardous Materials.
(a) Contractor contemplates that it will not encounter any Hazardous Materials at the Premises, except as has been disclosed as a pre-existing condition by Owner prior to the Effective Date. However, any disclosure of Hazardous Materials that will affect the performance of the Work after the Effective Date will constitute a valid basis for a Change Order.
(b) Contractor shall not use any Hazardous Materials at the Premises except as may be necessary to perform the Work, and then only in accordance with Applicable Laws. Contractor will prevent the release of any Hazardous Materials by Contractor or its Subcontractors in the course of performing the Work. (c) Contractor will be responsible for removing from the Project, the Premises and areas adjacent thereto, and for properly disposing of, in compliance with Applicable Laws and Applicable Permits, all Hazardous Materials brought onto the Premises by Contractor or any Subcontractor during the performance of the Work. In the event Contractor encounters any Hazardous Materials at the Premises (including without limitation, a Differing Site Condition) when performing the Work, Contractor shall promptly cease any Work or operations in progress in an orderly, safe and efficient manner and inform Owner of the nature and location of said Hazardous Materials and Contractor shall receive equitable adjustment to the Project Schedule, the Contract Price, and the Work accordingly. As between Owner and Contractor, it shall then be Owner’s responsibility, at Owner’s sole cost and expense, to immediately eliminate or contain such Hazardous Materials in a commercially reasonable manner and in compliance with Applicable Law in order to allow Contractor and its Subcontractors to continue or finalize any such Work or operations in progress; provided, however, that nothing in this Section

2.18(c) shall represent or shall be construed by any Person to represent, Owner’s accepting responsibility for or otherwise in any fashion agreeing to remediate, cure or prevent Hazardous Materials present or hereafter existing at the Premises, it being acknowledged and agreed by Contractor and Owner that Owner’s liabilities and obligations with respect to such Hazardous Materials (other than to Contractor as set forth in this Section 2.18(c) are strictly limited as set forth in Applicable Law. (d) As a condition to Substantial Completion, Contractor will certify to Owner that, to Contractor’s current actual knowledge, without duty of inquiry or investigation, no Hazardous Materials were brought onto or generated at the Project or the Premises by Contractor or any Subcontractor or otherwise incorporated in the Project other than Hazardous Materials disclosed in writing to Owner, and that such Hazardous Materials were used, released, removed or disposed of in compliance with the EPC Requirements. (e) Contractor will immediately notify Owner of any spills, emissions or other releases of Hazardous Materials that occur in connection with the performance of the Work.

Section 2.19 Security of Premises and Protection of Work. (a) During the construction of the Project, Contractor shall store and maintain the Equipment in accordance with manufacturers’ recommendations and the EPC Requirements. During the construction of the Project, Contractor shall also receive all

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Equipment (including Owner-Supplied Equipment); provided, however, that Contractor shall not have an independent duty or obligation to examine shipments of OwnerSupplied Equipment and instead, shall reasonably cooperate with Owner to jointly examine such Owner-Supplied Equipment with Owner upon its delivery to the Premises.

If, after such joint examination, the Parties determine that certain portions of OwnerSupplied Equipment are broken or otherwise defective or damaged, Owner shall have the duty and responsibility to procure replacement Owner-Supplied Equipment as promptly as possible so as to not adversely impact the Project Schedule. For the avoidance of doubt, in the event any Equipment is stored by Contractor away from the Premises, all costs of such storage, and related insurance and transportation costs, shall be borne by Contractor and shall not be the subject of a Change Order hereunder. For avoidance of doubt, to the extent that Owner-Supplied Equipment needs to be stored away from the Premises because it is to be delivered more than two (2) weeks prior to such OwnerSupplied Equipment’s scheduled delivery to the Premises as included in the Project Schedule, Owner shall bear all costs of such storage prior to such two (2) week period. (b) In the performance of the Work, Contractor will protect and preserve the Work and other public and private property on, along, adjacent to or near the Premises, including, if necessary, by means of erecting a perimeter site fence. If any of Contractor’s Personnel directly or indirectly cause any damage to any such property, then Contractor will repair, rebuild or otherwise restore the same or otherwise make whole such damage in a reasonable manner and, in connection therewith, apply the proceeds of any available insurance received by Contractor in connection with such damage.

Section 2.20 Taxes.
(a) Except as set forth in Section 2.20(b), the Contract Price includes all taxes and fees applicable to the Work, including: (i) all corporate income tax, employee benefit taxes for all Work (whether performed by Contractor or any Subcontractor, and whether performed at the Premises or elsewhere); (ii) Contractor fees for Applicable Permits for which Contractor is responsible under this Contract; (iii) taxes imposed upon the Work or wages of Contractor’s employees, agents, representatives and Subcontractors; and (iv) except in respect of Owner-Supplied Equipment, duties, tariffs (including, without limitation, any tax or tariff imposed on any Equipment by reason of its importation from the People’s Republic of China or other foreign nation), and other charges, including sales and use taxes, income, excise, import or export and similar assessments imposed by any Governmental Authority with respect to this Contract that are in effect as of the Effective Date of the Contract. New or additional taxes, excise, import, export, tariff, duty or similar assessments imposed by any Governmental Authority after the Effective Date are not included in the Contract Price and shall be paid for by Owner. (b) Notwithstanding anything else contained in this Section 2.20, the Contract Price shall exclude (i) any energy resources surcharge, (ii) any real property taxes with respect to the Premises or the improvements from time to time thereon, and (iii) any personal property taxes with respect to the Equipment incorporated into the Project. (c) Owner shall provide copies to Contractor of statutorily required exemption certificates for sales and use tax, if applicable. Notwithstanding anything else contained in this Section 2.20, to the extent sales and use tax with respect to any Equipment or the

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Project is not subject to an exemption, or if Owner fails to provide Contractor with an exemption certificate statutorily required to obtain an exemption (and no other exemption is available), then Owner shall be responsible for reimbursing Contractor for any such sales and use tax.

Section 2.21 Owner Provided Premises Information. To the extent available and as requested by Contractor, Owner will provide Contractor with copies of maps, as-builts, utility locations, environmental surveys, land surveys, and other Premises information developed by or for Owner, or that have been provided to Owner by third parties. Contractor shall be entitled to rely on the accuracy of information actually provided in or depicted on maps, surveys, or other information that were developed by Owner or by parties under contract to Owner in connection with the ownership of the Premises or development of the Project. Owner makes no representation or warranty as to the accuracy of any maps, surveys or other Premises information that were provided to Owner by parties not under contract to Owner, and Contractor may use such maps, surveys and other Premises information at its own risk.

Section 2.22 Public Works Provisions.
(a) Pursuant to California Labor Code §6705, if the Work is a public work involving an estimated expenditure in excess of $25,000 and includes the excavation of any trench or trenches five (5) feet or more in depth, Contractor will, in advance of excavation, submit to Owner and/or a registered civil or structural engineer, employed by Owner, to whom authority to accept has been delegated, a detailed plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches, which provisions will be no less effective than the current and applicable CAL-OSHA Construction Safety Orders. No excavation of such trench or trenches may be commenced until this detailed plan has been accepted by Owner or by the person to whom authority to accept has been delegated by Owner. Pursuant to California Labor Code §6705, nothing in this Section 2.22(a) imposes tort liability on Owner or any of its employees.
(b) Pursuant to California Public Contract Code §7104, if the Work is a public work involving digging trenches or other excavations that extend deeper than four (4) feet below the surface of the ground:
(i) Contractor will promptly, and before the following conditions are disturbed, notify Owner, in writing, of any:
(A) Material that Contractor believes may be material that is hazardous waste, as defined in California Health and Safety Code §25117, that is required to be removed to a Class I, Class II, or Class III disposal site in accordance with provisions of existing law;
(B) Subsurface or latent physical conditions at the site differing from those indicated by information about the site made available to Contractor before the Effective Date;

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(ii) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in this Contract. (iii) Owner will promptly investigate the conditions and, if it finds that the conditions do materially so differ or do involve hazardous waste, and cause a decrease or increase in Contractor’ cost of, or the time required for, performance of any part of the Work will issue a Change Order under the procedures described in this Contract.
(iv) If a dispute arises between Owner and Contractor, whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in Contractor’ cost of, or time required for, performance of any part of the Work, Contractor will not be excused from any scheduled completion date provided for by this Contract but will proceed with all Work to be performed under this Contract. Contractor will retain any and all rights provided either by contract or by law which pertain to the resolution of disputes and protests between the Parties.

ARTICLE 3

SUBCONTRACTORS
Section 3.1 Subcontractors.
(a) Owner acknowledges and agrees that Contractor may have portions of the Work performed by Subcontractors.
(b) No contractual relationship shall exist between Owner and any Subcontractor with respect to the Work, and no Subcontractor is intended to be or shall be deemed a third-party beneficiary of this Contract. Contractor shall be responsible to Owner for the acts and omissions of Subcontractors and of Persons directly or indirectly employed by them for the Work, to the same extent as Contractor is responsible to Owner for the acts and omissions of Contractor and its employees. Nothing contained in this Contract shall obligate Owner to pay or otherwise be responsible for the payment of any Subcontractor, except as may be required by Applicable Law. Entry into any Subcontract shall not relieve Contractor of any of its obligations under this Contract, including the obligations to perform the Work in accordance with the EPC Requirements. Owner will identify submittals it requires for major Equipment and Contractor shall submit to the Owner a copy of all specifications and warranties for such identified Equipment supplied by any Subcontractors.
(c) All Subcontracts shall be in writing. Contractor shall use commercially reasonable efforts to cause each Subcontract to:
(i) contain provisions that require the Work be performed in accordance with the EPC Requirements;
(ii) require the Subcontractors to satisfy the insurance requirements contained herein, or, if a Subcontractor does not satisfy the insurance requirements of this Agreement, Contractor’s insurance will provide the coverage required hereunder for the Subcontractor;

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(iii) require any Subcontractor at all times to maintain discipline, safety and good order at the Premises in the performance of its work and that of its personnel, and require that any Subcontractor remove and replace any personnel failing to maintain discipline, safety and good order;
(iv) require any Subcontractor that would have the capacity to place a lien on any portion of the Work to make timely payments to its laborers and suppliers and to submit certificates and waivers of liens for work completed by it and by its Subcontractors;
(v) require the Subcontractor to acknowledge that warranties related to the Work performed by the Subcontractor may be assigned directly to Owner without the further consent of the Subcontractor; and
Section 3.2 Labor Code. To the extent required by California Labor Code §1771 or other Applicable Law, all employees of Contractor and Contractor’s Subcontractors performing Work at the Premises will be paid the per diem prevailing wages for the employee’s job classification in the locality in which the Work is performed. In accordance with California Labor Code §§1773 and 1773.2, Owner will obtain from the Director of Industrial Relations the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work, in the locality in which the Work is to be performed, for each craft, classification or type of worker needed to execute the Work at the Premises, and will cause copies of such determinations to be kept on file at its principal office and posted at each Premises.

ARTICLE 4

OWNER-SUPPLIED EQUIPMENT
Section 4.1 Owner-Supplied Equipment.
(a) Owner shall be responsible for procuring the Owner-Supplied Equipment as described in the Scope of Work. Contractor shall be responsible for coordinating deliveries with the supplier of the Owner-Supplied Equipment in accordance with the terms of Owner’s purchase order for said equipment. Any failure by a supplier of the Owner-Supplied Equipment to comply with the terms of the purchase order with respect to delivery lead-times or quantities shall be an Owner-Caused Delay. (b) Contractor and Owner shall jointly inspect such Owner-Supplied Equipment within five (5) Business Days of receipt of such equipment and shall jointly either accept such Owner-Supplied Equipment or reject any portion of such equipment, including a detailed description of why such Owner-Supplied Equipment does not meet the requirements established pursuant to this Contract. Owner shall have the option in its sole discretion to either repair or replace such Owner-Supplied Equipment and any delay caused thereby shall constitute an Owner-Caused Delay. (c) Contractor shall ensure that any Work performed or provided in connection with Owner-Supplied Equipment shall be provided or performed in compliance with the EPC Requirements.
(d) Risk of loss of the Owner-Supplied Equipment following delivery to the Premises and joint acceptance in accordance with Section 2.19(a) shall be with

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Contractor until Substantial Completion at which such point risk of loss shall be with Owner. Prior to delivery to the Premises, risk of loss of the Owner-Supplied Equipment shall be with Owner or the supplier of the Owner-Supplied Equipment. Notwithstanding the risk of loss, title to the Owner-Supplied Equipment shall at all times remain with Owner.
(e) The Contract Price specifically excludes the cost of any Owner-Supplied Equipment, but includes installation and testing of such equipment.

Section 4.2 Cooperation. Contractor and Owner will cooperate with each other (a) to ensure that each of Contractor and Owner has correct and complete copies (redacted as appropriate) of all Owner-Supplied Equipment contracts and all other information relating to the Owner-Supplied Equipment, and (b) without limiting the obligations of Contractor hereunder, in the performance of all duties, responsibilities, obligations and exercise of all rights under this Contract with respect to the Owner-Supplied Equipment.

ARTICLE 5

OWNER OBLIGATIONS
Section 5.1 Real Estate Rights. Owner will secure and maintain at its expense all real estate rights which are necessary for Contractor’s Personnel to perform the Work.

Section 5.2 Owner’s Energy and Operational Records and Data. If Contractor requests, Owner will provide, within thirty (30) calendar days after such request, Owner’s Energy Usage Data for the twelve (12) months preceding the Contract Effective Date, and will make commercially reasonable efforts to provide the Energy Usage Data for the thirtysix (36) months preceding the Contract Effective Date. “Energy Usage Data” means all of Owner’s records and complete data concerning energy usage, energy-related maintenance, and other related costs for the Premises, and including, without limitation, utility records; applicable building drawings, specifications, existing AutoCAD files, operation and maintenance manuals, and as-builts; bills and records relating to operation and maintenance of systems and equipment within the Premises, and a description of operation and management procedures currently utilized. Owner agrees that Contractor may reasonably rely on the foregoing data as being accurate to the best of Owner’s actual knowledge.

Section 5.3 Applicable Permits; Owner-Supplied Equipment. (a) Contractor shall secure and maintain at its expense all Applicable Permits, including environmental and regulatory approvals, except those that by law must be obtained by Owner. For such Owner-required permits, Contractor shall assist in the preparation of applications and Owner shall execute promptly. Charges for permanent utility connections remain Owner’s responsibility.
(b) Subject to the other provisions of this Contract, Owner shall deliver the Owner-Supplied Equipment to the Premises in accordance with the Project Schedule. (c) Prior to issuing the Notice to Proceed, Owner must register the Project with the California Department of Industrial Relations, using Form PWC-100. (d) Contractor shall contract and provide interim inspection services in support of its QA/QC Program. Owner shall provide Owner Advisor/Construction Manager to

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oversee Contractor’s compliance with its QA/QC Program. Owner shall provide special inspections. The rights and obligations of Owner and Contractor under this Section

5.3(d) shall be subject to the following:
(i) Owner shall fully cooperate with Contractor to complete and submit all paperwork and forms required for Authority Having Jurisdiction (“AHJ”) approval.
(ii) Contractor shall not be responsible for satisfying any requirements or improvements required by the AHJ for compliance with Americans with Disabilities Act (“ADA”) resulting from the construction, improvement or renovation of the Owner’s buildings and/or structures. Further, Contractor shall not be obligated to proceed with the installation of the Project if AHJ approval is conditioned upon any improvements or upgrades and the Owner elects not to provide for such upgrades.
(e) Owner will operate valves and Equipment installed or housed at the wastewater treatment plant, including those installed as part of the Work. Owner will provide a reasonable number of operators for coordination and assistance as required for shutdowns, start-up, commissioning, and acceptance testing of Equipment and systems. (f) From and after Beneficial Use of Equipment, Owner shall provide licensed operators to operate each Equipment (including Owner-Supplied Equipment) and each portion of the Project that is operational.
(g) Owner will provide seed material and any associated transportation with the Work.

Section 5.4 Preparation for Work; during Work. Owner will do the following:
(a) drain, clean, and remove debris from any existing tank, wetwell and/or structures, unless specifically identified in Design Drawings. Prior to the start of Work within the existing Oxidation Ditch, Owner shall remove all debris and grit and spray down tank walls. Contractor will provide a minimum of four (4) week notice prior to accessing tanks, wetwells, and/or other structures.
(b) provide a temporary staging area for use during the construction phase of the Work to store and assemble equipment for completion of the Work, if needed. Owner will provide sufficient space at the Premises for the performance of the Work. (c) provide access to and reasonable use of necessary quantities of water, electrical power and other utilities, as needed for the construction of the Work (including construction trailers), at no cost to Contractor.
(d) obtain any required environmental clearances required under Applicable Law, including but not limited to, any clearances required under CEQA, prior to scheduled construction start date.
(e) remove subsurface conditions and obstacles (buried pipe, utilities, etc.) that are not otherwise previously and accurately documented by Owner to Contractor. Any such unforeseen conditions in the performance of the Work will entitle Contractor to a Change Order.

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Section 5.5 Duty to Cooperate. Owner shall, throughout the performance of the Work, cooperate with Contractor in a manner which is consistent with EPC Requirements and perform its responsibilities, obligations and services under this Contract in a timely manner to facilitate Contractor’s timely and efficient performance of the Work and so as not to delay or interfere with Contractor’s performance of its obligations under the Construction Documents. Owner shall coordinate the Work to be performed by Contractor with its own operations and with any other construction project that is ongoing at or around the Premises, with the exception that Contractor will coordinate the Interconnection Facilities work, if any, which will be performed by the Utility. Owner shall allow Contractor and its subcontractors access to and reasonable use of necessary quantities of Owner’s water and other utilities, including electrical power, as needed for the construction of the Work, at no cost to Contractor.

Section 5.6 Adjacent Land Owners. Owner shall, at its sole expense, arrange for and execute all agreements with land or property owners adjacent to or near the Premises that are necessary to enable Contractor to perform the Work.

Section 5.7 Access to Premises. Throughout the period of Contractor’s performance of the Work, and subject to all EPC Requirements, Premises-Related Requirements, and to the requirements set forth in Owner Materials, Owner shall afford Contractor, and its Subcontractors, consultants and suppliers, and all other Contractor’s Personnel access to the Premises in order to timely and efficiently perform the Work, including providing parking permits and identification tags, for Contractor and subcontractors and providing either provide a set or sets of keys to Contractor or providing a readily available security escort to unlock and lock doors.

Section 5.8 Assistance with Government Approvals. Owner shall provide commercially reasonable assistance to Contractor in obtaining the building permit required to be obtained by Contractor.

ARTICLE 6
CONTRACT PRICE; PAYMENT
Section 6.1 Contract Price. As full compensation and consideration for the full and complete performance of all of the Work and all of Contractor’s other obligations under this Contract and all costs in connection therewith, Owner shall pay to Contractor, and Contractor shall accept, the Contract Price, subject to the provisions of this Contract, including without limitation, ARTICLE 8.

Section 6.2 Value Engineering
The City of Hanford encourages contractors to develop and implement innovative approaches to construction projects. When new approaches result in construction cost savings that represent a benefit to Owner’s wastewater utility ratepayers, Owner and the contractor may share the savings in construction cost. Refer to Caltrans Section 4- 1.07, “Value Engineering,” of the Standard Specifications; method and procedure for sharing construction cost savings as a general guideline.

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Section 6.3 Payment of Contract Price.
(a) Before the first Application for Payment and within the time specified in the Agreement, the Contractor shall submit to Owner a detailed Schedule of Values, which shall be used as the basis for payment.
(b) Prior to the Effective Date, Owner issued two (2) separate Notices to Proceed for the PV System in the amounts of Two Hundred Thousand Dollars ($200,000.00) and Three Hundred Ninety Thousand Dollars ($390,000.00) and Contractor has invoiced Owner for payment thereof. Payment must be received by Contractor no later than December 31, 2025 in order to establish “start of construction” for purposes of investment tax credits on the PV System for which Owner will apply. (c) Monthly Progress Payments. As the Work progresses, Contractor will submit to Owner its Invoice for monthly payments based on the progress made on the Project (a “Progress Payment”) through the date on which Contractor submits such Invoice. All Invoices will be in accordance with the Schedule of Values. (d) APPLICATION FOR PAYMENT
(i) In submitting each Application For Payment, Contractor warrants that: title to all Work covered by each Application for Payment shall pass to Owner no later than the time of payment. Contractor further warrants that all Work covered by the previous Application for Payments are free and clear of liens, claims, security interest or other encumbrances to the extent of payments received from Owner.
(e) Each Application for Payment shall:
(i) Describe the services performed;
(ii) Include an estimate of the percentage of Work completed; (iii) Show the total amount of the payment due;
(iv) Include a certification by the project manager, that the Work has been performed in accordance with the provisions of the Contract Documents; (v) Maintain and, upon request, include such documentation as may be reasonably necessary to substantiate the percentage of completion of Work in accordance with the Schedule of Values;
(vi) Include duly completed and executed forms of Conditional Waiver and Release in accordance with California Civil Code Section 8132 of all persons eligible to file stop notices in connection with the Work covering the payment requested; and
(vii) Include duly completed and executed forms of Unconditional Waiver and Release, in accordance with California Civil Code Section 8134 of all persons eligible to file stop notices in connection with the Work covering the payment received by Contractor for the previous Application for Payment.

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(f) Materials Stored Off-Site. In addition to the Progress Payments specified in Section 6.2(a), Contractor may invoice Owner for materials purchased in advance and not stored at the Premises. Each such Invoice will be accompanied by proof of off-site material purchases, evidence that the materials have been delivered to a warehouse reasonably acceptable to Owner and evidence of appropriate insurance coverage. Owner will pay one hundred percent (100%) of Contractor’s Invoice for the materials delivered, less Retention. Contractor will protect and insure, for replacement value, stored materials from damage. Damaged materials, even though paid for, will not be incorporated into the Work. Contractor will be solely responsible for promptly replacing, at its sole cost, any materials damaged during storage or transportation to the Premises. (g) Retention. Owner, or its designee, must approve and pay each Invoice, less a retention amount (“Retention”) of five percent (5%) in accordance with California Public Contract Code §7201, within thirty (30) calendar days after its receipt of the Invoice. A failure to approve and pay an Invoice in a timely manner is a material default by Owner under this Contract. Owner may, but shall not be required to, make Progress Payments in full without Retention at any time after fifty percent (50%) of the Work has been completed, as permitted pursuant to California Public Contract Code §9203. Upon Substantial Completion, the Retention must be reduced to two percent (2%) of the Contract Price, and Contractor may invoice and Owner will pay this amount. Owner will pay Contractor the remaining two percent (2%) Retention amount upon achieving Final Completion. In lieu of Retention being held by Owner, Contractor may request that securities be substituted or Retention be held in an escrow account pursuant to California Public Contract Code §22300.
(h) Final Payment. Upon Final Completion, Contractor shall submit to Owner a final Invoice for an amount equal to the balance of the Contract Price not previously invoiced, with releases and lien waivers to be provided by Contractor. Owner shall pay the final Invoice within fifteen (15) days after receipt by Owner if there is no Contractor Default at the time payment is due.

Section 6.4 Owner’s Right to Withhold Payments. If any Contractor Default has occurred and is continuing or if there is a breach that Contractor is curing, then Owner shall have the right to retain out of any amount payable to or for the account of Contractor under this Contract an amount sufficient to provide Owner security for the performance of the defaulted or unsatisfied obligations of Contractor under this Contract. Within ten (10) days following the cessation of the applicable Contractor Default or breach, resulting from Contractor having cured the same and having paid Owner all amounts owed to Owner under this Contract, any amounts withheld pursuant to this Section 6.5 shall be paid to Contractor, unless this Contract has been terminated by reason of a Contractor Default pursuant to Section

14.7. Section 6.5 Payments Not Waiver. No payment made, or deemed to be made, by Owner under this Contract shall constitute a waiver of any claim or right Owner may have at that time or thereafter, including claims regarding unsettled liens, warranty rights, and indemnification obligations of Contractor.

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Section 6.6 Payment of Subcontractors. Contractor shall promptly pay each Subcontractor the amount to which the Subcontractor is entitled in accordance with Applicable Laws and the terms and conditions set forth in the respective Subcontract.

Section 6.7 Interest and Disputed Invoices. Any amounts not paid by either Party to the other when due under any provision of this Contract, including the provisions of this Section 6.8, shall bear interest from and including the date payment was originally due through and including the actual date of payment at the Default Rate. If there is any dispute about any amount invoiced by Contractor, the amount not in dispute shall be paid pursuant to this ARTICLE 6 and any disputed amount that is ultimately determined to have been payable shall be paid with interest at the Default Rate from and including the date the item was payable through and including the actual date of payment.

Owner will pay undisputed portions of properly submitted payment requests within thirty (30) days per PCC §20104.50. Owner may withhold up to 150% of disputed amounts. Interest, if any, applies only to undisputed late amounts at the Default Rate.

ARTICLE 7

COMMENCEMENT OF WORK
Section 7.1 Notice to Proceed. Execution of this Contract constitutes full notice to proceed (“Notice to Proceed”) for the Solar Scope. Within ten (10) days after Owner has closed the financing referenced in Section 7.2, Owner will issue to Contractor the written notice to proceed for the Wastewater ECMs (“Wastewater Notice to Proceed”). Contractor will begin Work on the Wastewater ECMs within thirty (30) calendar days after Contractor’s receipt of the Wastewater Notice to Proceed. If Owner fails to issue the Wastewater Notice to Proceed within twenty (20) calendar days after the financing has closed, Contractor will be entitled to an equitable extension of time and/or an equitable adjustment in the Contract Price as a result of such delay. Any Work performed by Contractor prior to the issuance of the Wastewater Notice to Proceed shall be performed in Contractor’s sole discretion and at its risk, with no payment obligation by Owner therefor, provided, however, that if the Wastewater Notice to Proceed is ultimately issued by Owner, then all Work performed prior to the Wastewater Notice to Proceed issuance shall be deemed to have been performed under this Contract and shall be subject to the terms and conditions of this Contract (including payment obligations).

Section 7.2 Finance Contingency. It is acknowledged and agreed by the Parties that the continued existence of this Contract is expressly contingent upon Owner closing financing that will allow it to make the payments to Contractor required by this Contract; provided however, that Owner, as of the Effective Date, is authorizing Contractor to proceed with the Solar Scope, and therefore, prior to the financing closing, Owner shall pay Contractor for all Work completed in accordance with the Schedule of Values. It is acknowledged and agreed that Contractor will have no obligation to commence performance of the Work unless and until the financing has been closed.

Section 7.3 Proof of Financial Arrangements. Upon Owner closing financing referenced in Section 7.2 above, Owner will provide Contractor proof that financial

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arrangements have been made to fulfill Owner’s obligations under this Contract. Owner’s requirement to furnish such proof to Contractor is a condition precedent to continuation of the Work. Thereafter, Contractor may request such proof if (i) Owner fails to make payments to Contractor as this Contract requires; (ii) a Change in the Work materially changes the Contract Price to the extent that Owner must secure additional financing to pay the costs associated with the Change in the Work; or (iii) Contractor has other reasonable concerns regarding Owner’s ability to fulfill its payment obligations under this Contract when due. Owner will furnish such proof as a condition precedent to commencement or continuation of the Work or the portion of the Work affected by a material change. After Owner furnishes any such proof, Owner will not materially vary such financial arrangements without prior consent of Contractor. If Owner fails to provide Contractor with such proof within ten (10) calendar days of receiving a demand from Contractor, Contractor will be entitled to suspend its performance under this Contract until such proof is received.

ARTICLE 8

CHANGES
Section 8.1 Change; Change Orders. A Change will result from an OwnerRequested Change pursuant to Section 8.2 or a Contractor-Required Change pursuant to Section 8.4(a). No Change shall be made except in accordance with a duly issued Change Order executed in writing by both Parties in accordance with this ARTICLE 8. Each Change Order shall contain details of the Change, and any adjustments of the Design Documents, the Construction Documents, the Contract Price, and the Project Schedule.

Section 8.2 Owner-Requested Changes. Owner may, at any time prior to Substantial Completion, by notice to Contractor, request Changes in the Work consisting of additions, deletions, modifications or substitutions within the general scope of this Contract (any such notice, an “Owner-Requested Change”), subject to any equitable adjustments to the Contract Price, or the Project Schedule in accordance with Section 8.6 and Section 8.7.

Section 8.3 Differing Site Conditions. If Contractor encounters a Differing Site Condition, Contractor will be entitled to an adjustment in the Contract Price and/or Project Schedule to the extent Contractor’s cost and/or time of performance are adversely impacted/by the Differing Site Condition. Upon encountering a Differing Site Condition, Contractor shall provide prompt written notice to Owner of such condition, which notice shall not be later than twenty-one (21) days after such condition has been encountered. Contractor shall, to the extent reasonably possible, provide such notice before Differing Site Condition has been substantially disturbed or altered.

Section 8.4 Contractor Changes.
(a) Contractor shall be entitled to an equitable adjustment by a Change Order (“Contractor-Required Change”) resulting from the following circumstances: (i) an Excusable Event (in which case Contractor will have an obligation to identify and implement reasonable mitigation of foreseeable impacts of an Excusable Event); (ii) delays in the delivery of Owner-Supplied Equipment to the Premises as referenced in Section 2.8(a) that are the cause of disruption and change to the Project Schedule; (iii) as provided in connection with a suspension of the Work under Section 14.1(b) (provided, that such suspension is not in connection with a Contractor Default); (iv) an OwnerPage 239 of 1117 - 27 -
Caused Delay, or (v) any other circumstance beyond the reasonable control of Contractor which has a material impact on the Contract Price or the Project Schedule. (b) Contractor shall provide notice to Owner of any Contractor-Required Change. Such notice shall include details concerning the reasons for the Change and all other information required below.

Section 8.5 Notice to Owner.
(a) Contractor shall give timely notice to Owner of any event or circumstance that Contractor believes is or will give rise to a Contractor-Required Change. Such notice shall be in writing and shall include information on the event or circumstance that gives rise to a Contractor-Required Change; provided, however, that each such notice shall be issued as promptly as possible but in no event later than fifteen (15) Business Days following Contractor’s (or any Subcontractor’s) actual knowledge of any such event or circumstance.
(b) In the case of any Change, Contractor shall promptly prepare and submit to Owner an estimate of the increase or decrease, if any, in the Contract Price and the lengthening or shortening, if any, of the Project Schedule required to complete the Change and the remaining portion of the Work, together with an explanation of the basis for the estimates taking into consideration available mitigation of such impact, and the related amendments to any provision of this Contract. Upon Owner’s approval of such Change, Contractor shall prepare the Change Order for the Parties to execute and, upon its execution and delivery by both Parties, proceed with the implementation of the Change.
(c) Within ten (10) Business Days of receipt of any notice of a ContractorRequired Change and all supplemental supporting documentation reasonably necessary for Owner to evaluate the Contractor-Required Change, or such longer period as Owner may reasonably require to secure necessary approvals (which period shall be added to the Project Schedule, and in any event shall not exceed an additional ten (10) Business Days), Owner shall notify Contractor of its approval or proposed changes to the Contractor-Required Change. If Owner disputes Contractor’s entitlement to or the proposed terms of a Contractor-Required Change, then, subject to Section 8.8, the provisions of ARTICLE 200 may be invoked to resolve the dispute.

Section 8.6 Adjustments to Contract Price. The price of any Work required or modified by a Change shall be on a lump-sum fixed price agreed to by the Parties, unless another method, including, without limitation, a Time and Material Basis, is mutually agreed upon.

Section 8.7 Adjustments to Schedule. Adjustments to the Project Schedule as a result of a Change shall be equal to the actual amount of delay incurred by Contractor on the critical path of the performance of the Work, subject to adjustments to the Work to mitigate the delay. Contractor shall use reasonable efforts to mitigate delays; provided, however, if such mitigation would cause a material increase in the costs of performing the Work, Contractor shall not pursue such efforts unless requested in writing by Owner, in which case Contractor shall be entitled to a related Change in the Contract Price.

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Section 8.8 Continuation of Work Pending Resolution of Dispute. In the event of a dispute in connection with a Contractor-Required Change or an Owner-Requested Change, during all periods prior to the resolution of the dispute, if so directed by Owner, Contractor shall perform the undisputed portion of the Work.

Section 8.9 Other Provisions Unaffected. Except to the extent the Parties specifically modify any of the provisions of this Contract as part of an executed Change Order, all provisions of this Contract shall apply to all Changes, and no Change, amendment, or waiver shall be implied as a result of any other Change.

ARTICLE 9
ACCEPTANCE TEST; INTERCONNECTION
Section 9.1 Notice of Acceptance Test.
(a) At least ten (10) Business Days prior to performing the Acceptance Test, Contractor shall deliver to Owner a written notice specifying a date for commencement of the Acceptance Test for each ECM.
(b) Owner may be present during the Acceptance Test.

Section 9.2 Acceptance Test Guidelines.
(a) Contractor shall develop its Acceptance test procedures in a manner consistent with the acceptance test guidelines (“Acceptance Testing”) provided in Exhibit B, Scope of Work. The Acceptance Test shall be performed by Contractor in order to demonstrate if the Project meets the Contract requirements. Contractor shall maintain detailed records of the Acceptance Test, and deliver copies of such records to Owner upon completion of the Acceptance Test. Contractor shall provide an Acceptance Test report to Owner within thirty (30) days following the test completion. (b) Contractor shall perform the Acceptance Test in accordance with the Acceptance Test Guidelines and the EPC Requirements. During the Acceptance Test, Contractor shall provide all consumables, skilled labor, and such other materials or services necessary for the completion of the Acceptance Test. Owner shall provide licensed operators to operate the equipment and systems. If the Acceptance Test reveals that the ECM or Project does not meet or exceed the EPC Requirements, Contractor shall remedy the issue at its own cost and repeat the Acceptance Test. At such time as the Acceptance Test demonstrates that the ECM or Project meets or exceeds the EPC Requirements, Contractor shall certify same to Owner in a written notice signed by Contractor, that includes all Acceptance Test results as required under this Section 9.22.

ARTICLE 10

COMPLETION AND ACCEPTANCE OF THE WORK
Section 10.1 Substantial Completion. Contractor shall have achieved “Substantial Completion” when each of the following conditions has been met in respect of an individual ECM:
(a) Contractor has completed the start-up and commissioning of the ECM;

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(b) the preparation and successful execution of all activities described in the Scope of Work required to place the ECM into initial operation following commissioning;
(c) except for the Punch-List, the Work required to be furnished by Contractor has been properly provided, assembled, installed, constructed, correctly adjusted, tested, and otherwise incorporated into the ECM consistent with the EPC Requirements; (d) the ECM is capable of being operated in accordance with the EPC Requirements;
(e) the Punch-List for the ECM has been prepared by Contractor and delivered to Owner and Contractor certifies that it has no knowledge of any incomplete Work or deficiencies in the ECM or any other Work, except as set forth in the Punch-List; the Punch-List may also include items as identified by the Owner; (f) the Construction Documents and other deliverables that are to be delivered to Owner by Contractor on or before Substantial Completion for such ECM pursuant to this Contract have been completed and delivered to Owner in the form and substance required by this Contract and Contractor has delivered to Owner effective waivers and releases of Contractor’s liens through such date (which waivers and releases may be conditioned upon payments due by Owner hereunder); and
(g) the Acceptance Test has been successfully completed pursuant to Section

9.22, demonstrating that the Project meets or exceeds the Contract requirements, including, without limitation, applicable performance requirements.

Section 10.2 Notice and Report of Substantial Completion. (a) When Contractor believes that it has achieved the requirements set forth in Section 10.1, Contractor shall deliver to Owner a written notice of such determination (“Notice of Substantial Completion”). The Notice of Substantial Completion shall contain a report with sufficient detail to enable Owner to determine whether the ECM has achieved Substantial Completion. In addition, upon request by Owner, Contractor shall provide reasonable access to the Premises, the ECM, and all other Work so that Owner may conduct such investigations and inspections as are reasonably needed. (b) Within ten (10) Business Days of receipt of the Notice of Substantial Completion, Owner shall either (a) acknowledge that Contractor has achieved Substantial Completion by signing the acknowledgment in the Notice of Substantial Completion and returning it to Contractor, or (b) notify Contractor that Substantial Completion was not achieved, stating the reasons therefor. If Owner certifies that Substantial Completion has been met, the date indicated as such on such certificate shall be deemed the date of Substantial Completion. If Owner notifies Contractor that Substantial Completion has not been met, Contractor will promptly undertake such action or work as necessary to achieve Substantial Completion and shall then issue another Notice of Substantial Completion to Owner pursuant to Section 10.2(a) stating that Contractor believes that such requirements have been achieved. Such procedure shall be repeated until Substantial Completion is achieved in accordance with Section 10.2(a). If Owner fails to notify Contractor within ten (10) Business Days after receipt of the Notice of

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Substantial Completion whether Substantial Completion has or has not been achieved, Substantial Completion will be deemed to have been achieved.

Section 10.3 Transfer of Possession and Control of the Project to Owner. Upon Beneficial Use of any ECM or System, possession and control of that ECM or System, as applicable, shall be conveyed by Contractor to Owner free and clear of any and all liens or encumbrances (other than liens or encumbrances in connection with Owner’s failure to pay amounts due hereunder), and Owner shall assume care, custody and control, risk of loss, and responsibility to insure such ECM or System, as applicable. Upon Substantial Completion of all ECMs, Owner shall assume care, custody and control, risk of loss, and responsibility to insure the Project.

Section 10.4 Punch-List.
(a) Not less than fifteen (15) days prior to Contractor’s submission to Owner of a Notice of Substantial Completion, Owner and Contractor shall inspect the Project and Contractor shall prepare a Punch-List. Contractor shall provide the Punch-List to Owner together with an estimate of the time to complete or correct each item on the proposed Punch-List for review. Owner shall review and comment on the Punch-List not later than five (5) Business Days after receipt from Contractor. Contractor shall issue a revised Punch-List to Owner that takes account of or responds to Owner’s comments to the draft Punch-List not later than five (5) Business Days after Contractor’s receipt of such comments. Such procedure shall be repeated until Owner has approved the PunchList. Failure to approve or comment on the draft Punch-List within the allowed time period shall be deemed acceptance. Contractor shall be solely responsible for completing the items on the Punch-List prior to Final Completion.
(b) Promptly after Owner’s receipt and acceptance, or deemed acceptance of the Punch-List for the Project, Contractor and Owner shall agree upon a schedule for Contractor’s completion of such Punch-List, which schedule shall provide that Contractor shall complete the Punch-List within sixty (60) days following Substantial Completion. Owner shall provide Contractor reasonable access to the Project to perform such Work in accordance with the agreed schedule. Upon completion of the final PunchList for the Project to the reasonable satisfaction of Owner, and compliance by Contractor with the other requirements for Final Completion, Owner shall make the final payment to Contractor pursuant to Section 6.4(f).

Section 10.5 Final Completion. Contractor shall have achieved “Final Completion” when each of the following conditions has been met in respect of the Project:
(a) all of the Work shall be complete, including all items on the final PunchList; (b) Substantial Completion has occurred for every ECM;
(c) delivery to Owner of all releases and lien waivers; (d) delivery to Owner of final as-built drawings of the Project, if different from any as-built drawings delivered at Substantial Completion; (e) Contractor’s obligations under this Contract required to be performed on or prior to Final Completion, other than any obligations that survive the termination of this

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Contract or that are, by their express terms, not to be performed until after Final Completion, have been completely and satisfactorily performed; (f) the Project has been constructed in accordance with the EPC Requirements, including, without limitation, applicable performance requirements; (g) all Contractor equipment and all of Contractor’s supplies, personnel, debris, rubbish, and foreign material have been removed from the Premises and other areas disturbed by the Work;
(h) Contractor has paid to Owner payments due and payable hereunder, if applicable; and
(i) Contractor has issued and delivered a Notice of Final Completion to Owner.

Section 10.6 Notice and Report of Final Completion. When Contractor believes that it has achieved Final Completion in accordance with Section 10.5, Contractor shall deliver to Owner a written notice of such determination (“Notice of Final Completion”). The Notice of Final Completion shall contain a report with sufficient detail to enable Owner to determine the achievement by Contractor of Final Completion.

Section 10.7 Achievement of Final Completion. Within ten (10) Business Days of receipt of the Notice of Final Completion, Owner shall either (a) acknowledge that Contractor has achieved Final Completion by signing the acknowledgment in the Notice of Final Completion and returning it to Contractor, or (b) notify Contractor in writing that Final Completion has not been achieved, stating the reasons therefor. If Owner acknowledges that Final Completion has been met, the date indicated as such on such certificate shall be deemed the date of Final Completion. If Owner notifies Contractor that Final Completion has not been met, Contractor will promptly undertake such action or work as necessary to achieve Final Completion and shall then issue another Notice of Final Completion to Owner stating that Contractor believes that Final Completion has been achieved. Such procedure shall be repeated until Final Completion is achieved. If Owner fails to notify Contractor within ten (10) Business Days after receipt of the Notice of Final Completion whether Final Completion has or has not been achieved, such failure shall constitute an Owner-Caused Delay.

ARTICLE 11

WARRANTIES ON WORK AND EQUIPMENT
Section 11.1 Warranties.
(a) Contractor shall provide the following warranties in connection with the Work (collectively, the “Warranties”):
(i) Commencing on the date of Substantial Completion on each portion of the Project, as identified on the Schedule of Values, and for a period of one (1) year thereafter (the “Warranty Period”), Contractor warrants that such portion of the Project will conform in all respects to the Scope of Work and the Construction Documents and will be free from defects in design, engineering, workmanship and materials, except to the extent any such defects in design, engineering, workmanship and materials are covered by any Manufacturer’s Warranty (the “Project Warranty”). Contractor shall be liable with respect to any action or failure

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to act by Contractor or its Subcontractors which results in the Project Warranty, or any part thereof, being voided or limited in any way. The Parties agree that they will work together in good faith to develop the Project Warranty and other provisions for the Wastewater ECMs, which will be mutually agreed upon and included in the Amendment. The portion of this Agreement regarding the installation and construction of Wastewater ECMs is explicitly conditioned on the parties’ execution of such Amendment.
(ii) Notwithstanding any other term or provision herein to the contrary, Owner acknowledges and agrees that all equipment manufacturer warranties (“Manufacturer’s Warranty(ies)”) are intended to be a pass-through of the warranties provided by the original equipment manufacturers. Contractor shall not be responsible for the cost of repairing a defect to the extent that the original equipment manufacturer of any Equipment does not honor its Manufacturer’s Warranty for any reason, including as a result of its termination of operations, insolvency, liquidation, bankruptcy or similar occurrence. (iii) During the Warranty Period, Contractor shall enforce the Manufacturer’s Warranties for and on behalf of Owner and shall use reasonable efforts and diligence to pursue and preserve any Manufacturer’s Warranty claim against the applicable manufacturer; provided however, that Owner shall be responsible to pursue any breach of warranty claim against a manufacturer who breaches its Manufacturer’s Warranty.
(b) The Project Warranty does not apply to an instance of damage, malfunction, or degradation of the Project, directly caused by:
(i) normal wear and tear;
(ii) someone other than Contractor or its Subcontractors installing, removing, re-installing or repairing the Project; provided, however, that (x) authorized representatives of any Manufacturer who provide installation, removal, repair or re-installation of Equipment covered under such Manufacturer’s Warranty shall not be considered “someone other than Contractor or its Subcontractors” for purposes of this Section;
(iii) destruction or damage to the Project or the capacity of the Project to safely operate in accordance with the EPC Requirements or Prudent Industry Practices, in either case not caused by Contractor or its approved service providers while servicing the Project;
(iv) Owner’s failure to perform, or breach of, Owner’s obligations hereunder (including Owner’s maintenance obligations) or misuse of the Project; (v) any Force Majeure event; or
(vi) a power or voltage surge caused by someone other than Contractor including a grid supply voltage outside of the standard range specified by the Utility.

Section 11.2 Repair of Defects.

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(a) If during the Warranty Period, Owner discovers a breach of the Warranties, Owner will notify Contractor in writing of such failure promptly upon discovery but no later than ten (10) Business Days following discovery of such breach. Subject to Section

11.1(a)(ii), during the Warranty Period, Contractor shall at its own cost and expense, as promptly as possible, repair or replace any portion of the Work that does not conform to Project Warranty. In addition, Contractor shall promptly perform such tests as Owner may reasonably require in order to demonstrate the cure of such failure as the result of Contractor’s repair or replacement as aforesaid.
(b) Contractor shall use commercially reasonable efforts to coordinate with Owner any repairing, replacing or re-performing of the Work covered by the Warranties, in each case pursuant to this Section 11.2 so as to minimize any adverse impact on the operation of the Project.
(c) If Contractor does not use its reasonable efforts to commence and diligently pursue the activities required hereunder within ten (10) Business Days after receipt of written notice of a nonconformity, or such longer time as may reasonably required to commence such activities, then Owner, after written notice to Contractor, may perform or have performed by qualified and experienced third parties the necessary remedy consistent with such activities required under Section 11.2(a) and Section 11.2(b), and Contractor shall be liable for all direct, reasonable and documented costs, charges and expenses (including transportation) incurred by Owner in connection with such remedy, provided that such remedy does not void any of the Warranties. If Contractor fails to perform timely, Owner may utilize Contractor’s warranty security to remedy Contractor’s breach, with Contractor remaining liable for direct, reasonable, and documented costs, charges, and expenses (including transportation) incurred by Owner in connection with such remedy that are not paid by Contractor’s security Section 11.3 Warranty Period Extension. Any Work re-performed and any part of the Project that is reworked, repaired or replaced pursuant to Contractor’s obligations in connection with the Project Warranty will be warranted by Contractor for the later of duration of the remainder of the unexpired Warranty Period or ninety (90) days after such rework, repair or replacement.

Section 11.4 Assignment of Warranties. Upon Final Completion, to the extent that the Manufacturers’ Warranties are not directly enforceable by Owner pursuant to their terms, Contractor shall assign all Manufacturer Warranties to Owner.

Section 11.5 LIMITATION OF WARRANTY. THE WARRANTIES

PROVIDED IN THIS CONTRACT ARE EXCLUSIVE AND IN LIEU OF ALL OTHER

WARRANTIES FROM CONTRACTOR OF ANY KIND, WHETHER EXPRESS OR

IMPLIED (INCLUDING ALL WARRANTIES OF MERCHANTABILITY AND FITNESS

FOR A PARTICULAR PURPOSE) AND OWNER HEREBY EXPRESSLY WAIVES THE RIGHT TO THE SAME.

ARTICLE 12

REPRESENTATIONS AND WARRANTIES
Section 12.1 Representations and Warranties.

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(a) Contractor hereby represents and warrants to Owner as follows:
(i) Due Organization of Contractor. Contractor is a corporation duly organized, validly existing and in good standing under the laws of the State of Delaware and has the requisite power and authority to own and operate its business and properties and to carry on its business as such business is now being conducted.

Contractor is duly qualified to do business in the State of California and in any other jurisdiction in which the transaction of its business makes such qualification necessary.
(ii) Due Authorization of Contractor; Binding Obligation. Contractor has full power and authority to execute and deliver this Contract and to perform its obligations hereunder, and the execution, delivery and performance of this Contract by Contractor have been duly authorized by the necessary action on the part of Contractor; this Contract has been duly executed and delivered by Contractor and is the valid and binding obligation of Contractor and, to Contractor’s current actual knowledge, without duty of inquiry or investigation, enforceable in accordance with its terms.
(iii) No Violation of Law; Litigation. Contractor is not in violation of any Applicable Law which violations, individually or in the aggregate, would affect its performance of any obligation under this Contract or Owner’s rights under this Contract. There is no litigation nor are there any arbitration proceedings by or before any arbitrators, court or other Governmental Authority now pending or (to its current actual knowledge, without duty of inquiry or investigation) threatened against it which, if adversely determined, could reasonably be expected to have a material adverse effect on its ability to perform all its obligations under this Contract.
(iv) Non-Contravention. The execution, delivery and performance of this Contract by Contractor and the consummation of the transactions contemplated hereby do not and will not contravene the certificate of incorporation or by-laws of Contractor and do not and will not conflict with or result in a breach of or default under any indenture, mortgage, lease, agreement, instrument, judgment, decree, order or ruling to which Contractor is a party or by which it or any of its properties is bound or affected.
(v) Regulatory Approvals. Governmental or other authorizations, approvals, orders, licenses, or consents required in connection with the execution, delivery and performance of this Contract by Contractor have been obtained or will be obtained in due course.
(b) Owner hereby represents and warrants to Contractor as follows:
(i) Due Authorization of Owner; Binding Obligation. Owner has full power and authority to execute and deliver this Contract and to perform its obligations hereunder and the execution, delivery and performance of this Contract by Owner have been duly authorized by the necessary actions on the part of Owner; this Contract has been duly executed and delivered by Owner and is the valid and binding obligation of Owner enforceable in accordance with its terms.

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(ii) No Violation of Law; Litigation. Owner is not in violation of any Applicable Law which violations, individually or in the aggregate, would affect its performance of any obligation under this Contract or Contractor’s rights under this Contract. There is no litigation nor are there any arbitration proceedings by or before any arbitrators, court or other Governmental Authority now pending or (to its best knowledge) threatened against it which, if adversely determined, could reasonably be expected to have a material adverse effect on its ability to perform all its obligations under this Contract.
(iii) Non-Contravention. The execution, delivery and performance of this Contract by Owner and the consummation of the transactions contemplated hereby do not and will not contravene the organizational documents or policies of Owner and do not and will not conflict with or result in a breach of or default under any indenture, mortgage, lease, agreement, instrument, judgment, decree, order or ruling to which Owner is a party or by which it or any of its properties is bound or affected.
(iv) Regulatory Approvals. Governmental or other authorizations, approvals, orders, licenses, or consents required in connection with the execution, delivery and performance of this Contract by Owner have been obtained or will be obtained in due course.

ARTICLE 13
OWNER’S RIGHT TO INSPECT WORK AND STOP WORK FOR CAUSE
Section 13.1 Inspection and Re-Performance.
(a) Owner will have the right to have access to and perform its own inspection of the Work, wherever located, at any stage of completion, provided that any unreasonable interference by Owner shall constitute an Owner-Caused Delay. (b) Owner may reject any Work that does not comply with the EPC Requirements. If Owner’s inspection reveals any such non-compliance or any other defects in any portion of Work, then Contractor will commence remedial efforts within five (5) days of Owner’s rejection of Work and shall diligently pursue such efforts through completion.
(c) No inspection performed, or failed to be performed by Owner or any Governmental Authority hereunder or under any Premises-Related Requirements, will be deemed a waiver of any of Contractor’s obligations under this Contract or be construed as an approval or acceptance of the Work or any portion thereof.

ARTICLE 14

TERMINATION AND SUSPENSION
Section 14.1 Owner’s Right to Suspend Work for Convenience. (a) Owner may at any time and from time to time by notice to Contractor suspend (and later reinstate) the Work without terminating this Contract. If Owner suspends the Work pursuant to this Section 14.1, then Contractor shall:

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(i) suspend all further Work related to the portion of the Work that is suspended, except such Work as Owner may specify; and
(ii) secure the Work against any deterioration, loss, or damage. (b) Contractor will be entitled to a Change Order (including an equitable change to the Contract Price, and Project Schedule) in accordance with ARTICLE 8. (c) If Owner does not notify Contractor to resume the Work within ninety (90) days, Contractor may terminate the Contract, and such termination shall be deemed a termination for the convenience of Owner pursuant to Section 14.3.

Section 14.2 Certain Payment Upon Owner’s Suspension. Owner shall pay Contractor for any actual costs and charges reasonably incurred as a result of such suspension on a monthly basis, including any reasonable suspension charges, demobilization and remobilization expenses, and other payments due to the Subcontractors. Contractor shall mitigate such costs and charges to the extent reasonably possible. Reasonable suspension charges include, without limitation, fees or penalties paid by Contractor to vendors.

Section 14.3 Owner’s Right to Termination for Convenience. (a) Owner shall have the right to terminate this Contract, in whole, not in part, for its sole convenience at any time by giving thirty (30) days prior written notice thereof (the “Termination Notice”) to Contractor.
(b) If Owner elects to terminate this Contract pursuant to this Section 14.3, then Contractor shall, at Owner’s request and expense, perform the following services, as applicable:
(i) cease all further Work, except such Work as Owner may specify in the Termination Notice for the sole purpose of reasonably protecting that part of the Work already executed;
(ii) promptly assist Owner in preparing an inventory of all Equipment in use or in storage at, or off, the Premises;
(iii) transfer or assign, as applicable, to Owner, without any right to additional compensation:
(A) unencumbered and lien-free title to all Work not already owned by Owner, provided that Owner has paid to Contractor the portion of the Contract Price that covers such Work;
(B) to the extent assignable or transferable, all Applicable Permits, if any, then held by Contractor pertaining to the Project; and (C) remove from the Premises all of Contractor’s personal property and Contractor’s debris and rubbish as Owner may request.

Section 14.4 Termination Payment Upon Termination for Convenience. (a) Amount of Termination Payment.

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(i) If Owner elects to terminate this Contract under Section 14.3, Owner shall pay to Contractor a termination payment (the “Termination Payment”). (ii) The Termination Payment shall consist of:
(A) amounts due, but not yet paid, for Work performed prior to the effective date of termination;
(B) direct costs paid, contracted or for which Contractor is liable, in accordance with the EPC Requirements or as required by Applicable Law, at the time of termination that are in addition to amounts otherwise paid or due as of the effective date of termination; (C) cancellation or restocking costs payable to a Subcontractor or vendor under the terms of the applicable contract between Contractor and such Subcontractor or vendor;
(D) direct, out of pocket costs reasonably incurred by
Contractor in protecting the Work;
(E) direct, out of pocket costs reasonably incurred by
Contractor in performance of the items enumerated in Section 14.3; and (F) Contractor’s profit and overhead on all completed Work and costs of termination.

Section 14.5 Payment of the Termination Payment. Owner shall pay the entire Termination Payment to Contractor within thirty (30) days of Owner’s receipt of Contractor’s submission of a detailed invoice of the amounts outlined in Section 14.4.

Section 14.6 Events of Default by Contractor. Each of the following events or conditions will constitute an “Contractor Default”:
(i) any substantial failure by Contractor to perform or comply with this Contract, including a material breach of any covenant contained herein, and such failure continues for thirty (30) calendar days after notice to Contractor demanding that such failure to perform be cured; provided that (y) such failure to perform will not be deemed a default hereunder if it is excused by a provision of this Contract, and (z) if such cure cannot be effected in thirty (30) calendar days, Contractor will be deemed to have cured the default upon the commencement of a cure within thirty (30) calendar days and diligent subsequent completion thereof; or (ii) any representation or warranty furnished by Contractor in this Contract which was false or misleading in any material respect when made.

Section 14.7 Termination for Default by Contractor. If there is a Contractor Default, unless such Event of Default has been cured within the applicable time periods for a cure set forth in Section 14.6, Owner may terminate this Contract by providing ten (10) Business Days’ written notice to Contractor. Upon termination, Contractor will promptly return to Owner all papers, materials, and property of Owner held by Contractor in connection with this Contract. Contractor will also assist Owner in the orderly termination of this Contract

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and the transfer of all aspects hereof, tangible and intangible, as may be necessary for the orderly, non-disrupted business continuation of Owner.

Section 14.8 Remedies Upon Contractor Default. If this Contract is terminated due to Contractor Default, Owner will be entitled to obtain any available legal or equitable remedies through arbitration proceedings instituted pursuant to Section 20.3, including, without limitation, recovering amounts due and unpaid by Contractor and/or damages, which will include Owner’s reasonable, actual, direct out-of-pocket losses incurred by reason of such Contractor Default; and any payment or delivery required to have been made on or before the date of the Contractor Default and not made, including interest on any sums due, and losses and costs incurred as a result of terminating this Contract and all costs and expenses reasonably incurred in exercising the foregoing remedies.

Section 14.9 Events of Default by Owner. Each of the following events or conditions will constitute an “Event of Default” by Owner:
(i) any substantial failure by Owner to perform or comply with this Contract, including a material breach of any covenant contained herein, and such failure continues for thirty (30) calendar days after notice to Owner demanding that such failure to perform be cured; provided that (y) such failure to perform will not be deemed a default hereunder if it is excused by a provision of this Contract; and (z) if such cure cannot be effected in thirty (30) calendar days, Owner will be deemed to have cured the default upon the commencement of a cure within thirty (30) calendar days and diligent subsequent completion thereof; or (ii) any representation or warranty furnished by Owner in this Contract which was false or misleading in any material respect when made; or (iii) any failure by Owner to pay any amount to Contractor which is not paid within ten (10) calendar days after written notice from Contractor that the amount is past due.

Section 14.10 Remedies Upon Owner Default. If this Contract is terminated due to Owner Default, Contractor will be entitled to obtain any available legal or equitable remedies through arbitration proceedings instituted pursuant to Section 20.3, including, without limitation, recovering amounts due and unpaid by Owner and/or damages, which will include Contractor’s reasonable, actual, direct out-of-pocket losses incurred by reason of such Owner Default; and any payment or delivery required to have been made on or before the date of the Owner Default and not made, including interest on any sums due, and losses and costs incurred as a result of terminating this Contract and all costs and expenses reasonably incurred in exercising the foregoing remedies.

ARTICLE 15

FORCE MAJEURE
Section 15.1 Force Majeure. As used in this Contract, an event of “Force Majeure” shall mean any circumstance not within the reasonable control, directly or indirectly, of the Party affected, but only if and to the extent that (1) despite the exercise of due diligence, such circumstance, or the impact thereof, cannot, through commercially reasonable efforts be prevented, avoided or removed by the affected Party, (2) such event is

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not due to the affected Party’s negligence or intentional misconduct, and (3) such circumstance is not the result of any failure of such Party to perform any of its obligations under this Contract. Subject expressly to the foregoing conditions, Force Majeure may include:
(a) war, sabotage, hostilities, acts of a public enemy, terrorist acts; action or omissions by a Governmental Authority, including failure of Governmental Authority to promptly conduct inspections and issue Authorizations which have been duly applied for;
(b) adverse weather conditions or natural phenomena, including but not limited to, typhoons, hurricanes, tornadoes, lightning storms, explosions or fires arising from natural causes, earthquakes, hailstorms, landslides, volcanic eruptions, range or forest fires, floods, sustained winds over manufacturer’s installation requirements, and other climatic and weather conditions that are abnormally severe for the period of time when, and the area where, such storms or conditions occur, in each case occurring at a property, the access roads to a property, or any other location where Work is then being performed, and unsafe or hazardous conditions arising from such adverse weather conditions or natural phenomena. The term “adverse weather conditions” specifically includes rain, snow or sleet in excess of one hundred fifty percent (150%) of the median level over the preceding ten (10) year period for the local geographic area and time of year in which such rain, snow or sleet accumulates;
(c) strikes, walkouts, lockouts or similar industrial or labor actions (including disruptive union activity meant to force the use of union work force) or disputes, provided, however that strikes, walkouts, lockouts or similar industrial or labor actions or disputes threatened or initiated by or solely against any Contractor’s Personnel or arising as a result of any Contractor’s Personnel’s failure to comply with or enter into a collective bargaining agreement shall expressly not be an event of Force Majeure; (d) delays which result from the conduct of any Owner Person; (e) power outages or shutdown of transmission facilities; (f) vandalism, riot, insurrection, or other public disorder or civil disturbance; and
(g) regional epidemic or global pandemic.

Notwithstanding anything to the contrary, the term “Force Majeure” shall not include: (1) any delay, default or failure of a Subcontractor, vendor or other Person performing the Work, except to the extent such Subcontractor, vendor or other Person, if they were a party hereto, would be able to claim a Force Majeure event in connection with such delay, default or failure, or (2) a Party’s financial inability to perform.

Section 15.2 Burden of Proof. The burden of proof as to whether a Force Majeure event has occurred shall be upon the Party claiming a Force Majeure event.

Section 15.3 Excused Performance. If either Party is rendered wholly or partly unable to perform its obligations under this Contract because of a Force Majeure event, that Party will be excused from whatever performance is affected by the Force Majeure event, and the Project Schedule shall be extended, to the extent so affected; provided, however, that

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Contractor shall endeavor to continue to perform its obligations under this Contract so far as reasonably practicable.

ARTICLE 16

TITLE AND RISK OF LOSS
Section 16.1 Title. Title to the Equipment (other than Owner-Supplied Equipment) and all other materials, supplies and machinery used in connection with the Work and that become a permanent part of the Project shall vest in Owner upon the earlier of (i) payment in full for each Equipment hereunder by Owner to Contractor for such Equipment or other items, and (ii) the incorporation of such Equipment, materials, supplies or machinery into the Work.

Section 16.2 Risk of Loss. Notwithstanding the passage of title to Owner in accordance with Section 16.1, or Owner’s title to Owner-Supplied Equipment, Contractor shall have the full responsibility for care, custody, and control of the Project, including Equipment incorporated into the Work (as well as all Owner-Supplied Equipment upon joint acceptance of such Owner-Supplied Equipment at the Premises by Owner and Contractor in accordance with Section 2.8), and shall bear the risk of loss of and damage to, and shall be obligated to repair, replace, or reconstruct all Equipment or other item of Work that is lost, damaged, or destroyed prior to (1) Beneficial Use of the Equipment, ECM, or Project, or (2) Substantial Completion, whichever occurs first.

Section 16.3 No Liens or Encumbrances.
(a) Contractor warrants and guarantees that legal title to and the ownership of license to the Work (including, without limitation, the Project and the Equipment (other than any Owner-Supplied Equipment), operation and maintenance manuals, services, materials and supplies provided pursuant to this Contract) shall pass to Owner, free and clear of any and all liens, provided that Owner has made payment in full for all amounts due to Contractor then required by this Contract to have been made. (b) In the event of any liens, Contractor promptly shall, at its own cost, and provided that Owner has paid to Contractor all undisputed amounts related to such lien, shall remove and discharge any such lien; provided, however, if Contractor is unable so to promptly remove and discharge any such encumbrance, Contractor, at its own cost, may provide to Owner in lieu thereof a bond or other collateral, in form and substance satisfactory to Owner, to fully indemnify Owner against any loss resulting from such liens.

Section 16.4 Intellectual Property.
(a) License. The Scope of Work and the Design and Construction Documents and certain technology, drawings, designs, details, databases, data, software, and other property delivered by Contractor hereunder and reasonably identified as proprietary, whether or not incorporated into the Project, are and shall at all times remain the sole and exclusive property of Contractor. Effective from the earlier of the completion of the applicable Work and the early termination of this Contract, Contractor hereby grants Owner (and its successors and assigns) a royalty-free license, for the life of the Project, to use the Design Documents and Construction Documents (including, without limitation

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in CAD format) and all technology, drawings, designs, details, databases, data, software, and other property delivered by Contractor, solely for the operation, maintenance and repair of the Project, but not for the resale or leasing of such Project (except in conjunction with a permitted assignment of this Contract or permitted sale of the Project).

Owner may use the Design Documents and Constructions documents for expansion of the Project at its sole risk and without liability to Contractor. Nothing in this Contract shall transfer any right, title or interest in any intellectual property of Contractor or Contractor’s Personnel or of any Subcontractor. For the avoidance of doubt, notwithstanding any provision of this Contract to the contrary, all Intellectual Property of Contractor owned by or under license to Contractor shall remain the property of Contractor.

ARTICLE 17

INSURANCE AND BONDS
Section 17.1 Contractor’s Insurance. As of the Effective Date and continuing through the date of Final Completion, Contractor shall, at its cost and expense, obtain and maintain in force insurance policies providing the coverage of the types and in the amounts provided in Exhibit C.

Section 17.2 Owner’s Insurance. As of the Effective Date and continuing through the date of Final Completion, Owner shall, at its cost and expense, obtain and maintain in force insurance policies providing the coverage of the types and in the amounts provided in Exhibit C.

Section 17.3 Certificates. The Parties shall, no later than the date Notice to Proceed is issued, deliver to each other certificates of insurance and endorsements evidencing compliance with the requirements in the Contract.

Section 17.4 Payment and Performance Bonds. Prior to commencing Work under this Contract, Contractor will furnish to Owner a performance bond, in an amount equal to one hundred percent (100%) of the Contract Price, 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 the Contract Price (collectively, the “Contract Bonds”). Contracts Bonds will be written on forms reasonably acceptable to Owner. The Contract Bonds are not being furnished to cover the performance of any performance or savings guarantee or maintenance work under this Contract, nor to cover any equipment and/or material manufacturer’s warranty or other third-party warranty being assigned to Owner.

Section 17.6 Reduction of Bonds at Substantial Completion. As each ECM achieves Substantial Completion, Contractor may reduce the amount of the Contract Bonds by ninetyfive percent (95%) of the amount attributed to such ECM in the Schedule of Values.

ARTICLE 18

INDEMNIFICATION
Section 18.1 Contractor Indemnity.
(a) Contractor agrees to indemnify, defend, and hold harmless Owner Indemnitees, from and against any and all demands, liens or other encumbrances on

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Owner, the Work, the Premises, the Project, or Owner’s other property, claims, losses, liabilities, costs, damages, causes of action, expenses, fines, settlements and judgments, including court costs, experts’ fees and reasonable attorneys’ fees, resulting from or in connection with (i) the claims of third parties whether arising in equity, at common law, or by statute, or under the law of contracts, torts or property, of every kind or character, to the extent relating to the negligence or willful misconduct of Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose negligent acts such Person may be liable, or a material breach of any covenant, representation or warranty made by Contractor under this Contract or any Exhibit hereto, (ii) any fines, penalties, proceeding or action of any Governmental Authority (iii) the use of Hazardous Materials, whether lawful or unlawful, brought onto the Premises by Contractor, any Subcontractor, or anyone directly or indirectly employed by any of them, or anyone for whose acts such Person may be liable (collectively, the “Owner Losses”).

This indemnification obligation will survive the termination of this Contract. (b) Notwithstanding the foregoing, nothing herein shall require Contractor to indemnify, defend or hold harmless an Owner Indemnitee for Owner Losses to the extent such Owner Losses have resulted from the negligence or willful misconduct of, or breach of Applicable Law by, any Owner Indemnitee.

Section 18.2 Owner Indemnity. To the fullest extent permitted by Applicable Laws, Owner will indemnify, hold harmless, release and defend Contractor, its officers, employees, and agents from and against any and all actions, claims, demands, damages, disabilities, fines, penalties, losses, costs, expenses (including consultants’ and attorneys’ fees and other defense expenses) and liabilities of any nature that may be asserted by any person or entity, to the extent arising out of Owner’s gross negligence, unlawful acts or willful misconduct. This indemnification obligation will survive the termination of this Contract.

Section 18.3 Notices. Each Party shall notify the other in writing of any claims from any third party within ten (10) Business Days of receipt of a claim that may be covered by the indemnities set forth herein. The failure of the Indemnitee to promptly notify the Indemnifying Party will not relieve the Indemnifying Party of any indemnification responsibility, except to the extent, if any, that such failure materially prejudices the ability of the Indemnifying Party to defend such claim.

Section 18.4 Defense of Claims. The indemnifying Party under this Contract (“Indemnifying Party”) shall have the sole right to control the defense of any suit or proceeding with its choice of counsel based on any claim, demand, loss, damage, cause of action, suit or liability for which Indemnifying Party is responsible under any such indemnification. The Indemnifying Party shall not settle any claim without the prior written consent of the Indemnitee if such settlement (a) does not include an irrevocable release of all claims against the Indemnitee; (b) materially diminishes any of the Indemnities’ rights under this Contract or seeks to impose additional obligations on the Indemnitee; (c) modifies the Project or the operation or maintenance of the Project; or (d) contains a stipulation or admission or acknowledgement of any liability or wrongdoing on the part of the Indemnitee.

The Indemnitee shall give the Indemnifying Party such assistance as the Indemnifying Party may reasonably require in such defense, at the Indemnifying Party’s expense. The Indemnitee shall have the right to be represented in such defense and settlement by counsel of its own choice at its own expense. If, following written notice and a reasonable opportunity to cure,

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the Indemnifying Party fails to defend diligently such suit or proceeding, the Indemnitee may, in its reasonable discretion, either defend such suit or proceeding or settle the claim which is the basis thereof, without the consent of the Indemnifying Party, but with prior notice to the Indemnifying Party, without relieving the Indemnifying Party of its indemnification obligations hereunder and in each case the Indemnifying Party shall reimburse the Indemnitee for the settlement payment, expenses, court costs and reasonable attorneys’ fees.

ARTICLE 19

LIMITATION OF LIABILITY
Section 19.1 Limitation of Liability. The liability of a defaulting Party will be limited to direct, actual damages. Except as expressly provided in this ARTICLE 19, in no event shall either Party (or their Subcontractors, employees and affiliates) be liable to the other Party (or its Subcontractors, employees and affiliates) for special, indirect, consequential and punitive damages, arising out of or in connection with the performance of the Work or this Contract whether or not any such liability is claimed in contract (including breach) law, equity, tort or otherwise, and this limitation shall apply irrespective of negligence, fault or strict liability. Contractor’s total liability hereunder to Owner shall not exceed one hundred fifty percent (150%) of the Contract Price; provided that such limitation on liability shall not apply to any claim based on gross negligence, fraud or willful misconduct of Contractor. Owner’s liability hereunder to Contractor shall not exceed one hundred percent (100%) of the Contract Price; provided, that such limitation on liability shall not apply to any claim based on gross negligence, fraud or willful misconduct of Owner. The limitations of liability set forth above shall not apply to: (a) Owner’s obligations to make payments for the Work under this Contract; or (b) any acts or omissions for which liability cannot be disclaimed or limited under applicable law.

ARTICLE 20

DISPUTE RESOLUTION
Section 20.1 Initial Dispute Resolution. If a dispute arises out of or relates to this Contract, the transaction contemplated by this Contract, or the breach of this Contract (a “Dispute”), either Party may initiate the dispute resolution process set forth in this Article 20 by giving notice to the other Party. The Parties will endeavor to settle the Dispute as follows:
(i) Field Representatives’ Meeting: Within fifteen (15) Business Days after notice of the Dispute, Contractor’s senior project management personnel will meet with Owner’s project representative in a good faith attempt to resolve the Dispute.
(ii) Management Representatives’ Meeting: If Contractor’s and Owner’s project representatives fail to meet, or if they are unable to resolve the Dispute, senior executives for Contractor and for Owner, neither of whom have had day-to-day management responsibilities for the Project, will meet, within thirty (30) calendar days after notice of the Dispute, in an attempt to resolve the Dispute and any other identified disputes or any unresolved issues that may lead to a dispute. If the senior executives are unable to resolve a Dispute or if a senior management

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conference is not held within the time provided herein, either Party may submit the Dispute to mediation in accordance with Section 20.2.

Section 20.2 Mediation. If the Dispute is not settled pursuant to Section 20.1, the Parties will endeavor to settle the Dispute by mediation under the Commercial Mediation Procedures of the American Arbitration Association. Mediation is a condition precedent to arbitration or the institution of legal or equitable proceedings by either Party. Once one Party files a request for mediation with the other Party and with the American Arbitration Association, the Parties agree to conclude the mediation within sixty (60) calendar days after filing the request. Either Party may terminate the mediation at any time after the first session, but the decision to terminate must be delivered in person by the Party’s representative to the other Party’s representative and the mediator. If the Dispute is not resolved by mediation within sixty (60) calendar days after the date of filing of the request for mediation, then the exclusive means to resolve the Dispute is final and binding arbitration, as described in Section

20.3. Either Party may initiate arbitration proceedings by notice to the other Party and the American Arbitration Association.

Section 20.3 Arbitration Proceedings. The following provisions apply to all arbitration proceedings pursuant to this Section 20.3:
(i) The place of arbitration will be Kings County, California. (ii) One arbitrator (or three arbitrators if the monetary value of the Dispute is more than $2,000,000) (the “Arbitral Panel”) will conduct the arbitral proceedings in accordance with the rules of the American Arbitration Association currently in effect (“Arbitration Rules”). To the extent of any conflicts between the Arbitration Rules and the provisions of this Contract, the provisions of this Contract prevail.
(iii) The Parties will submit true copies of all documents considered relevant with their respective statement of claim or defense, and any counterclaim or reply. In the discretion of the Arbitral Panel, the production of additional documents that are relevant and material to the determination of the Dispute may be required.
(iv) The Arbitral Panel does not have the power to award, and may not award, any punitive, indirect or consequential damages (however denominated).

Arbitration fees and costs shall be paid by the non-prevailing Party. The Party prevailing in arbitration will be awarded its reasonable attorneys’ fees and costs. (v) The award must be in the form of a reasoned award.
(vi) The Dispute will be resolved as quickly as possible. The Arbitral Panel will endeavor to issue the arbitration award within six (6) months after the date on which the arbitration proceedings were commenced. (vii) The award will be final and binding and subject to confirmation and enforcement proceedings in any court of competent jurisdiction.

Section 20.4 Multiparty Proceeding. Either Party may join third parties whose joinder would facilitate complete resolution of the Dispute and matters arising from the resolution of the Dispute.

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Section 20.5 Lien Rights. Nothing in this Article 20 limits any rights or remedies not expressly waived by Contractor that Contractor may have under any lien laws or stop notice laws.

Section 20.6 Obligations Continue. The pendency of a Dispute shall not in and of itself relieve either Party of its duty to perform the undisputed portion of the Work under the Contract.

Section 20.7 Injunctive Relief. Notwithstanding anything in this Contract to the contrary, nothing in this Contract is intended to, nor shall it, prevent the Parties from seeking injunctive relief at any time as may be available under law or in equity.

ARTICLE 21

COOPERATION WITH OWNER
Section 21.1 Cooperation with Owner. Contractor shall coordinate with Owner for the ingress and egress of Contractor’s personnel to and from the Premises so as to minimize disruption of its operations. Through effective material management, traffic and logistics coordination and resource management to be deployed in consultation with Owner, Contractor shall ensure minimal disruption while accommodating any reasonable special needs of the Owner, such as mitigation of traffic and parking issues. Contractor shall prohibit and prevent its personnel and its Subcontractors’ personnel from loitering or wandering on the Premises.

ARTICLE 22

RECORDS AND AUDITS
Section 22.1 Technical Documentation. Except to the extent Applicable Laws require a longer retention, Contractor shall maintain and shall cause its Subcontractors to maintain all technical documentation pertaining to the Equipment for a period of not less than three (3) years after Final Completion or, if longer, in accordance with Contractor’s document retention program.

Section 22.2 Accounting Records. Except to the extent Applicable Laws require a longer retention, Contractor shall maintain and shall use commercially reasonable efforts to cause Subcontractors to maintain records to relating to the Work performed or provided under this Contract for a period of not less than three (3) years after Final Completion.

ARTICLE 23

MISCELLANEOUS
Section 23.1 Authorized Representative. Owner shall appoint an Authorized Representative and notify Contractor in writing of such representative’s name, address, email address, and telephone number within thirty (30) days of the Effective Date. Owner may, at any time, change the designation of its Authorized Representative, provided, Owner shall promptly notify Contractor in writing of such change. Such Authorized Representative shall be authorized to administer, but not modify or amend, this Contract on behalf of Owner and agree upon procedures and provide such information as is necessary for coordinating the efforts of the Parties. In order to secure effective cooperation and to deal on a prompt and

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orderly basis with the various scheduling and administrative issues which may arise in connection with the rights and obligations of the Parties hereunder, such Authorized Representative and the PM shall reasonably and continuously cooperate and communicate with one another until Final Completion.

Section 23.2 Utility Work. Owner expressly understands and agrees that Excusable Events may occur due to Interconnection Facilities work that may need to be performed by the Utility in order for Contractor to fully implement the Project. “Interconnection Facilities” means any distribution or transmission lines and other facilities that may be required to connect equipment supplied under this Contract to an electrical distribution/transmission system owned and maintained by the Utility. Any Interconnection Facilities work that may be required will be performed by the Utility under the Interconnection Agreement.

Section 23.3 Trade Secrets. If any materials or information provided by Contractor to Owner under this Contract are designated by Contractor as a “trade secret” or otherwise exempt from disclosure under the Public Records Act (California Government Code §7920.000 et seq., the “Act”) and if a third party makes a request for disclosure of the materials under the Act, as soon as practical (but not later than five (5) calendar days) after receipt of such request, Owner will notify Contractor of such request and advise Contractor whether Owner believes that there is a reasonable possibility that the materials may not be exempt from disclosure. Within ten (10) calendar days after a third party’s request for disclosure of materials under the Act, Contractor will (i) authorize Owner to release the documents or information sought; or (ii) if Contractor reasonably believes that the information is exempt from disclosure, advise Owner not to release the materials. Contractor will indemnify, defend, and hold Owner and owner’s officers, officials, employees, and agents harmless with respect to any claims and liabilities arising from the withholding of records at Contractor’s request.

Section 23.4 Municipal Advisor. THE PARTIES ACKNOWLEDGE AND

AGREE THAT OPTERRA ENERGY SERVICES, LLC IS NOT A MUNICIPAL ADVISOR

AND CANNOT GIVE ADVICE TO OWNER WITH RESPECT TO MUNICIPAL

SECURITIES OR MUNICIPAL FINANCIAL PRODUCTS ABSENT OWNER BEING

REPRESENTED BY, AND RELYING UPON THE ADVICE OF, AN INDEPENDENT REGISTERED MUNICIPAL ADVISOR. OPTERRA ENERGY SERVICES, LLC IS NOT

SUBJECT TO A FIDUCIARY DUTY WITH REGARD TO OWNER OR THE PROVISION OF INFORMATION TO OWNER. OWNER WILL CONSULT WITH AN INDEPENDENT

REGISTERED MUNICIPAL ADVISOR ABOUT THE FINANCING OPTION APPROPRIATE FOR OWNER’S SITUATION.

Section 14.02 Tax Advisor. The Parties acknowledge and agree that Opterra Energy Services, LLC is not a tax advisor and cannot give advice to Owner with respect to the Inflation Reduction Act and any funds Owner may be eligible for thereunder. Owner must consult its own tax and legal advisors with regard thereto.

Section 23.5 Assignments.
(a) Except as set forth below, this Contract may be assigned only with the prior written consent of the other Party.

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(b) Owner may collaterally assign this Contract and any rights or obligations hereunder to any Financing Party as collateral security. (c) Contractor may assign this Contract and all related contracts without the consent of Owner: (i) to an affiliate; or (ii) pursuant to a merger, consolidation, transfer of substantially all its assets, or by operation of law.

Section 23.6 Governing Law. This Contract shall in all respects be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice of law rules thereof which may direct the application of the laws of another jurisdiction.

Section 23.7 Severability. If any provision of this Contract shall be held void, voidable, invalid or inoperative, no other provision of this Contract shall be affected as a result thereof, and, accordingly, the remaining provisions of this Contract shall remain in full force and effect as though such void, voidable, invalid or inoperative provision had not been contained herein.

Section 23.8 Notices.
(a) All notices permitted or required to be given under this Contract shall be in writing and shall be sent by personal delivery or courier service (such as FedEx or UPS) to the other Party at the address set forth below. Writing shall not include electronic mail, unless receipt is acknowledged by recipient.

If to Owner:

City of Hanford
Attn: Utilities & Engineering Director
900 S. 10th Ave.

Hanford, CA 93230
If to Contractor:

OPTERRA Energy Services, LLC
35 North Lake Street, Suite 900
Pasadena, CA 91101
ATTN: Contract Administrator
(b) Notices, addressed in compliance with the foregoing, shall be deemed received: (i) on the day on which such notice is delivered personally or (ii) the following Business Day if deposited with a recognized overnight carrier. (c) Each Party shall have the right to change the place to which notice shall be sent or delivered or to specify one additional address to which copies of notices may be sent, in either case by similar notice sent or delivered in like manner to the other Party.

Section 23.9 No Waiver of Rights. Except as may be specifically agreed in writing, the failure of Owner or Contractor to insist in any one or more instances upon the strict performance of any one or more of the provisions of this Contract or to exercise any right herein contained or provided hereunder, shall not be construed as, or constitute in any