Attachment 1 - FCWA for Riverside Waterline Replacement.pdf — Rialto City Council, January 25, 2022 (part 1 of 2)

Riverside Waterline Replacement Project

FINAL CONSTRUCTION WORK AUTHORIZATION

RIVERSIDE AVENUE NORTH WATERLINE REPLACEMENT PROJECT
Project
Replace the old watermain between Etiwanda Ave and Baseline along Riverside Ave with new 12” Ductile Iron pipe, lower the service connections between Foothill and Etiwanda Ave along Riverside Ave in preparation for the Street Overlay and Reconstruction project for North Riverside Avenue from SR210 to Foothill Boulevard

Scope of Work

1. Construct 2,600± linear feet of 12-inch Class 350 Ductile Iron Pipe waterline along N.

Riverside Avenue to replace and approximately 1,500 linear feet of 12-inch water main (between Etiwanda Avenue and Wabash Ave), approximately 1,100 linear feet of 14-inch water pipe (between Wabash Avenue and Baseline Ave) with 12” DI pipe, including all required horizontal and vertical fittings and couplings, 12-inch and 8-inch resilient seated gate valves, thrust protection including restrained joints and thrust blocks and testing and disinfection of the lines prior to putting back in service.

2. Construct service connection laterals, install water meters and other appurtenances. The Automatic Meter Read (AMI/AMR) compatible water meters shall be provided by Veolia for installation by the Subcontractor.

3. Chosen Subcontractor shall be responsible for installing “hot mix” temporary pavement after the work is complete and maintaining the temporary pavement for a period of approximately 2 months or until the permanent paving is completed by the City of Rialto.

4. Subcontractor shall be responsible for preparing and obtaining approvals on the Traffic Control Plans, implementing traffic control throughout the duration of the work.

5. Subcontractor shall be responsible for coordinating sequence of work, schedule and work with the City’s paving contractor to meet the City’s paving contractor’s paving schedules Riverside Waterline Replacement Project

6. Veolia shall provide Project Management, Construction Management, inspection support oversight, and engage the services of a Geotechnical consultant to provide compaction testing of all temporary pavement.

Cost Estimate
See Attachment 1 – Final Cost Sheet with total cost of $2,241,120 and breakdown costs.

Schedule
Date for substantial & final completion is March 31, 2022

Notice of Inviting Bids, Request for Bid (RFB) and Clarifications

See Attachment 2

Contractor Firm Proposals

C.P. Construction - See Attachment 3
Ferreira Construction- See Attachment 4
C.P. Construction for work completed - See Attachment 5

Approved By Rialto City Council/Rialto Utility Authority:

Date: Tab Item No. _____

Issued by:

Rialto Utility Authority

By: ______________________

Name: Thomas J. Crowley, P.E.,

Title: Utilities Manager

Date: _____________________

Riverside Waterline Replacement Project

Received by:

Rialto Water Services, LLC

By: ______________________

Name: ___________________

Title: ____________________

Date: _____________________

Riverside Waterline Replacement Project

ATTACHMENT 1 – Cost Breakdown Sheet

ITEM Description Units Total Price

CONSTRUCTION COSTS
1 C.P. Construction for Water Line Replacement between Etiwanda Ave. and Baseline Rd. along Riverside Ave. Lump Sum $1,500,000.00 2 Compaction Testing T&M-NTE $35,000.00
Total Construction Costs $1,535,000.00
Veolia - Procurement, PM-CM, Design and OH&P (20%) $307,000.00

OR&R COSTS
1 Potholing for locating waterlines and service connections between Etiwanda Ave. and Foothill Blvd. in Riverside Ave. Lump Sum $45,600.00 2 Install new fire hydrant and blow-off hydrant away from future handicap ramps. Lump Sum $40,000.00 3 Additonal potholing for locating waterlines and service connections along Riverside Ave north of Etiwanda Ave. Lump Sum $46,000.00
4 Completed installing "hot mix"permanent paving patch for the potholing activities along riverside Ave. from Foothill Blvd. to Baseline Road. Lump Sum $39,000.00 5 Replaces existing eleven (11) service laterals between Etiwanda Ave. and Foothill Blvd. in Riverside Ave Lump Sum $75,020.00
Total OR&R Costs $245,620.00
Owner's Project Contingency (10% of Construction Cost) $153,500.00 TOTAL PROJECT COST (Incl Contingency) $2,241,120.00

PROJECT COST FOR RIVERSIDE AVENUE NORTH WATERLINE REPLACEMENT PROJECT

Riverside Waterline Replacement Project

ATTACHMENT 2 – Request for Bids Package

VEOLIA WATER WEST OPERATING SERVICES, INC.IN THE CITY OF RIALTO

REQUEST FOR PROPOSAL (RFP)
FOR RECEIVING BIDS ON:

PROJECT: NORTH RIVERSIDE AVE MAINLINEREPLACEMENT - PHASE 1 METHOD:

Design, Bid, Build
Bid Opening: January 6, 2022 @ 437 N Riverside Ave., Rialto, CA 92376 Veolia WaterCapital Improvement Projects 437 N Riverside Ave., Rialto, CA 92376 Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -1

TABLE OF CONTENTS

NOTICE INVITING SEALED PROPOSALS (BIDS)

BID FORM

BID BOND

IMMIGRATION REFORM AND CONTROL ACT

PERFORMANCE & PAYMENT BONDS

CONTRACTOR'S CERTIFICATE REGARDING WORKERS' COMPENSATION

CERTIFICATES OF INSURANCE/INSURANCE ENDORSEMENTS

SAMPLE SUBCONTRACT AGREEMENT

CONTRACT/PROJECT SCHEDULE

REQUEST FOR INFORMATION FORM

BIDDERS CHECKLIST

BID SCHEDULE AND ADDENDA ACKNOWLEDGEMENT

TECHNICAL SPECIFICATIONS
LUMP SUM CONTRACT O&M SCHEDULE R.3
SUBCONTRACTOR GENERAL CONDITIONS O&M SCHEDULE R.6
SUBCONTRACTORS & CONSULTANTS INSURANCE REQUIREMENTS O&MSCHEDULE R.9 Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -2

NOTICE INVITING SEALED PROPOSALS (BIDS)

FOR THE CONSTRUCTION OF
NORTH RIVERSIDE AVE MAINLINE REPLACEMENT - PHASE 1 PROJECT FOR

CITY OF RIALTO

THROUGH DESIGN-BID-BUILD PROJECT DELIVERY METHOD
Veolia hereby requests sealed bids for the North Riverside Ave Mainline Replacement - Phase 1project consisting of installation of new 12” ductile iron water main and associated serviceconnections, isolation valves, fire hydrants, water meters and other appurtenances. Bids will bereceived by Chandrasekar Venkatramen through email ([email protected])and/or Veolia Customer Service Office located at 437 N Riverside, Rialto, CA 92376. All bidforms must be completed in full or the bid will not be considered. Emailed bids must be receivedat the due date and time.

Mandatory Site Walk will be held on Thursday, December 16, 2021 @ 10.30AM at 427 N.Riverside Ave, Rialto, CA 92376.

Bids are due by Thursday, January 6, 2022 by 11:00 AM Pacific Time.

Disclosure of award and bids are subject to internal discussion and evaluation and will berevealed no later than January 7, 2022.

Time is of the Essence. Upon execution of Subcontract with the successful subcontract, thesubcontractor shall complete all work on/before March 31, 2022. Subcontractor shall work nightshifts and weekends shifts as necessary to meet the project completion schedule with priorauthorization and approval from Veolia and Cityof Rialto. Liquidated Damages shall apply at therate of $1,500/day for each calendar day beyond March 31, 2022.

Veolia reserves the right after opening bids to reject any or all bids, to waive any informality(non-responsiveness) in a bid, or to make award to the lowest responsive, responsible bidder andreject all other bids, as it may best serve the interest of Veolia Water and/or Rialto Water Services(RWS). If a bid is accepted, it will be combined with other project costs (owner purchasedequipment, construction management, etc.) and presented to Rialto Utility Authority and RWSfor approval. Although we believe that the project will be approved, there is no guarantee ofauthorization of the project, project proceeding, or ratification of a contract. The bidder shallguarantee the Total Bid Price for a period of 90 Calendar days from the date of bid submittal.

As a condition of award, the successful bidder must provide proof of insurance. Insurancecertificates shall list City of Rialto, Rialto Utility Authority, Rialto Water Services, and UnionBank N.A. as additionally insured. Automobile, general liability, and workers compensationVeolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -3 insurance are required. Contractor shall thoroughly understand insurance requirements providedin Schedule R9 and under the Subcontract Exhibit G. Contractors bidding this project must havea Class A License in good standing to bid this project. Upon awarding the contractors shall alsoobtain a business license with the City of Rialto and any other permits needed.

Your quotation should include all labor, supervision, material, supplies, equipment, inspections,and any other incidentals required for the work as described in the enclosed documents provided.Your firm is presumed to hold all necessary licenses and other qualifications, and your work willbe required to meet all local, state and federal codes, laws, rules and regulations.

Any discrepancies you may discover among documents provided and applicable laws, rules,codes, or regulations should be brought to Veolia’s attention with your quotation. For purposes ofpricing the work, you should assume that the most stringent of the foregoing requirements willapply to your work. Should you be awarded a Subcontract, no additional compensation will begranted for compliance with any of these requirements.

Should your review of the Scope documents indicate that cost and/or schedule savings might berealized through the use of alternate materials, modified configurations, or more efficient layouts(all without compromising function, interfaces, or quality), Veolia may consider detailedalternate proposals in addition to the base-bid proposal. Alternates may be considered only ifsubmitted along with the base bid proposal.

Do not submit any project correspondence such as RFI's, bids, questions, etc. to the City ofRialto directly, these are to be returned to Veolia who is the Prime Contractor for RialtoWater Services.All questions relative to this RFPshall be in writing utilizing theRequest forInformation(RFI) Form found in this bid package,and emailed to;ChandrasekarVenkatramen and Michelle McLey [email protected]@veolia.com.

The RFI submission deadline is December 21, 2021. Veolia will respond to bid RFI's no laterthan close of business December 23, 2021 unless extensions are granted by an extended due datefor bids. Responses will be made by email, call or as seen necessary by Veolia.

Bidder confirms that bidder and all subcontractors are bound by and signatory to a collectivebargaining agreement with a labor organization whose jurisdiction covers the type of work to beperformed, that is 1) either currently affiliated with, or previously affiliated with as of January 1,2001, the Building and Construction Trades Department of the AFL-CIO; and 2) whosecollective bargaining agreement or other applicable documentation provides a mechanism for theexpeditious resolution of jurisdictional disputes, and 3) that observes area standards for wagesand other terms and conditions of employment, including fringe benefits.” Veolia is an equal opportunity employer. Minority business enterprises and women's businessenterprises are encouraged to submit proposals. The parties acknowledge and agree that theirobligations under this Agreement are subject to, and conditioned upon, the approval ofCity/RUA and a Final Work Authorization by RWS. If these conditions precedent fail to occur,this Agreement will terminate without further notice or action by either party.Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -4 General History and Description of Work
History:

The existing ductile iron pipe along Riverside Avenue between Baseline Ave and Etiwanda Aveis at a depth of approximately 4 feet and is old and prone to leaks. The City of Rialto is planningto repave Riverside Avenue, so a new service line and associated appurtenances are required tominimize the probability of leaks which would require damage to the new pavement.

Scope:

1. Construct 2,600± liner feet of 12-inch Class 350 Ductile Iron Pipe waterline along N.Riverside Avenue to replace and approximately 1,500 linear feet of 12-inch water main(between Etiwanda Avenue and Wabash Ave),approximately 1,100 linear feet of 14-inchwater pipe (between Wabash Avenue and Baseline Ave), including all required horizontaland vertical fittings and couplings, 12-inch and 8-inch resilient seated gate valves, allrequired temporary and permanent thrust protection including restrained joints and thrustblocks (per City standards), and testing and disinfection, all as shown on the providedschematic construction drawings.2. Construct Class 350 DIP main line connections (12-inch for ‘A’ & ‘M’) and allconnection laterals (6-inch and 8-inch for ‘B’ – ‘L’), including all required horizontal andvertical fittings, reducers and couplings, all required temporary and permanent thrustprotection including restrained joints and thrust blocks (per City standards), and testingand disinfection, all as shown on the provided schematic connection detail drawings.3. Construct service connection laterals, water meters and other appurtenances. The watermeters shall be provided by Veolia for installation by the Subcontractor. Subcontractor isresponsible for procuring all materials, connectors, equipment, and labor to install thesemeters and execute all other portions of the project.4. Chosen Subcontractor shall be responsible for installing temporary pavement after thework is complete and maintaining the temporary pavement for a period of approximately2 months or until the permanent paving is completed by the City of Rialto.5. Subcontractor shall be responsible for preparing and obtaining approvals on the TrafficControl Plans, implementing traffic control throughout the duration of the work.6. Subcontractor shall be responsible for coordinating sequence of work, schedule and workwith the City’s paving contractor to meet the City’s paving contractor’s paving schedules7. Subcontractor shall be responsible to field fit to pipes as required8. Subcontractor shall achieve minimum 90% compaction of the temporary pavement up to1 ft below the surface9. Subcontractor shall coordinate with the City’s Paving contractor for installing pipe underthe concrete spandrels Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -5

10.Veolia shall engage the services of a Geotechnical consultant to provide compactiontesting of all temporary pavement. Contractor shall notify Veolia at least 72 hours inadvance of any paving activity.11.Contractor will be provided construction stakes at 50± foot intervals set along themonumented centerlines for N. Riverside Ave and all side streets for establishing sawcutand construction layout lines. Final connection locations and configuration shall be basedon actual construction potholing by the contractor, and through coordination and approvalby City / Veolia Staff Provide and furnish all measures, administrative, facilities, equipment, labor, material, logistics,insurance, bonds, and design for the project. See attached Bid Schedule, Specifications, andPlans.

Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -6

BIDDER'S REFERENCE/EXPERIENCE
BiddersmustbeUnion.Thefollowingstatementsastoexperienceofthebidderaresubmittedinconjunctionwiththebidaspartthereofandthetruthfulnessandaccuracyoftheinformationisguaranteed by the bidder.

Thebidderhasbeenengagedinthecontractingbusiness,underthepresentbusinessnamefor_____years.Experienceinworkofa naturesimilartothatcoveredinthebidextendsoveraperiodof_____years.Thebidderhascompletedatleastthree(3)constructionprojectsofasimilarnatureandsizetothesubjectproject.Similarprojectsshallhaveincludedinstallationofsewerofasimilarsizeandnaturetotheprojectsewerreplacement,inlivesewerlineswithinanurban setting.

Thebidder, asacontractor, hasneverfailedtosatisfactorilycompleteacontractawardedtohimexcept as follows (name any and all exceptions and reasons therefore):

Thefollowingcontractshavebeensatisfactorilycompletedin thelastfive(5)yearsforthepersons,firms,orauthoritiesindicated,andtowhomreferenceismade(namefive(5)contracts)ofthesethree.Atleasttwo(2)ofthelistedwillhavebeenthesameoralmostthesameprojectfor another client:

Year Type of Work ContractAmount
Location and for Whom Performed

BIDDER'S REFERENCE FINANCIAL
Referenceisherebymadetothefollowingbankorbanksastothefinancialresponsibilityofthebidder:

Name of Bank Address
Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -7 Referenceisherebymadetothefollowingsuretycompaniesastothefinancialresponsibilityandgeneral reliability of the bidder:

Name of Surety Company ________________________________________________________ Name of Surety Company ________________________________________________________ Signature of Bidder____________________________________________________________ Title__________________________________________________________________________ Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -8

BID FORM

BID TO VEOLIA
NORTH RIVERSIDE AVE MAINLINE REPLACEMENT PHASE 1PROJECT Name of Bidder______________________________________________________________ Business Address____________________________________________________________ Mailing Address _____________________________________________________________ Phone Number ____________________ Place of Residence _________________________ Pursuant to and in compliance with your Notice to Contractors and other documents relatingthereto, the undersigned bidder, having familiarized himself with the terms of the contract andthe cost of the work at the place where the work is to be done, hereby proposes and agrees toperform within the time stipulated in the contract, including all of its component parts andeverything required to be performed, and to provide and furnish any and all of the labor,material, tools, expendable equipment, and all utility and transportation services necessary toperform the contract and complete in a workmanlike manner all of the work required inconnection with the construction ofNORTH RIVERSIDEAVE MAINLINEREPLACEMENT PHASE 1 PROJECTall in strict conformitywith the plans andspecifications, the Department of Transportation Standard Plans, the Standard Specifications, theLabor Surcharge and Equipment Rental Rates in effect on the date the work is accomplished, theGeneral Prevailing Wage Rates, latest issue, and other contract documents, including allAddenda on file in the office of the City Engineer of the City of Rialto for the contract unit priceshereinafter set forth. The following documents are attached in this bid or will be provided beforecommencement of Work:
● Notice Inviting Sealed Proposals (Bids)● Bidder's Reference● Bidder's Reference Financial● Bid Schedule and Addenda Acknowledgement● Subcontractors● Non-Collusion Affidavit● Bid Bond● Compliance with IRCA● Certificate of Contractor● Performance Bond● Payment Bond● Contractor Certificate Regarding Workers’ Compensation● Certificate of Insurance● Insurance Endorsements Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -9 ● Sample Agreement● Request for Information (RFI) form
Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -10

BID SCHEDULE
The bid schedule and addenda acknowledgement form shall be attached to and included withinthe Contract Documents.

Description Qty Unit
TotalPriceMobilization 1 LS
Bonds & Insurance 1 LS
Traffic Controls Plans and approval 1 LS
Lump sum costs to install water main, connections andappurtenances between Baseline Ave and EtiwandaAve along Riverside Ave as shown in the drawings inaccordance with the scope of work 1 LS All other work as required by plans and City’s standardspecifications 1 LS Install temporary paving 1 LS
Maintain Temp Paving 1 LS
Demobilization 1 LS
Closeout documentation, transmission of redlinedrawings 1 LS Total construction costs (US $)
A completely signed and dated bid schedule shall be submitted with this document.

Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -11 Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -12 BID BOND(This or other official form is acceptable)
We, ___________________________________________________________ asPrincipal, and_______________________________________________asSurety, jointlyandseverally, bindourselves,ourheirs,representatives,successorsandassigns,assetforth herein, to the VEOLIA WATER WEST OPERATING SERVICES INC.
(herein called City) for payment of the penal sum of
_________________________Dollars($________________________),lawfulmoneyoftheUnitedStates.Principalhassubmittedtheaccompanyingbidfortheconstructionof NORTH RIVERSIDE AVE MAINLINE REPLACEMENT PHASE 1 PROJECT If thePrincipalisawardedthecontractandentersintoa writtencontract,intheformprescribedbyVeolia,atthepricedesignatedbyhisbid,andfilestwobondswithVeolia,orsubstitutesecurityinlieuthereof,onetoguaranteepaymentforlaborandmaterialsandtheothertoguaranteefaithfulperformance,inthetimeandmannerspecifiedbyVeolia,andcarriesallinsurancein typeandamountwhichconformstotheContractDocumentsandfurnishesrequiredcertificatesandendorsementsthereof,thenthisobligation shall be null and void; otherwise it shall remain in full force and effect.

Forfeitureof thisbond,oranydepositmadeinlieuthereof,shallnotprecludeVeoliafromseekingallotherremediesprovidedbylawtocoverlossessustainedasaresultofthePrincipal'sfailuretodoanyoftheforegoing.BidBondshallbe100%ofthetotalamount bid.

Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -13 Principal and Surety agree that if Veolia is required to engage the services of an attorney inconnectionwiththeenforcementofthisbond,eachshall payVeolia’sreasonableattorney'sfeesincurred with or without suit.

Executed on _________________________,20

PRINCIPAL
(Seal if Corporation) By
Title
(Attach Acknowledgment of Authorized Representative of Principal) Any claims under this bond may be addressed to:
(name and address of Surety)
(name and address of Surety's agent for service ofprocess in California, if different from above) (Telephone number of Surety's agent in California)
(Attach Acknowledgment) SURETY
By(Attorney-in-Fact)
NOTICE:

No substitution or revision to this bond form will be accepted. Sureties must be authorized to dobusiness in and have an agent for service of process in California. Certified copy of Power ofAttorney must be attached.

Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -14

SUBCONTRACTORS
Pursuant to the provisions of Section 4100 to 4113 inclusive, of the Government Code of the State ofCalifornia, every bidder shall set forth the name and location of the place of business of eachsubcontractor who will perform work or labor in or about the construction of the work or improvement inan amount in excess of one half (1/2) of one percent (1%) of the Bidder's total bid. If the Bidder fails tospecify a subcontractor for any portion of the work in excess of one half (1/2) of one percent (1%) of theBidder's total bid, he agrees to perform that portion himself. The following is the required list ofsubcontractors:

BIDDER'S LIST OF SUBCONTRACTORS(Use extra sheet if necessary) Type of Work Name and Address of Subcontractors Contractor’sLicense No. ________________________________ ___________Signature of Bidder Date Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -15

NON-COLLUSION AFFIDAVIT
___________________________________________________________,beingfirstaduly sworn, deposes and says that he/she is ofthepartymakingtheforegoingbid,thatthebidisnotmadein theinterestof,or onbehalfof,anyundisclosedperson,partnership,company, association,organization,or corporation;thatthebidis genuineandnotcollusiveorsham;thatthebidderhasnotdirectlyorindirectlyinducedorsolicitedanyotherbidderto putina falseorshambid,andhasnotdirectlyorindirectlycolluded,conspired,connived,oragreedwithanybidderoranyoneelsetoputinashambid,orthatanyoneshallrefrainfrombidding;thatthebidderhasnotinanymanner,directlyorindirectly, soughtbyagreement,communication,orconferencewithanyonetofixthebidpriceofthebidderoranyotherbidder,ortofixanyoverhead,profit,orcostelementofthebidprice,orofthatofanyotherbidder, ortosecureanyadvantageagainstthepublicbodyawardingthecontractofanyoneinterestedintheproposedcontract;thatallstatementscontainedinthebidaretrue;and,further, thatthebidderhasnot,directlyorindirectly, submittedhisor herbidpriceor anybreakdownthereof,orthecontentsthereof,ordivulgedinformationordatarelativethereto,orpaid,andwillnotpay, anyfeetoanycorporation,partnership,companyassociation,organization,biddepositoryortoany member or agent thereof to effectuate a collusive or sham bid." ___________________________________Bidder
State of California) ) ss.County of )
Onthis_________dayof ____________________20_____,beforemepersonallycame___________________________tomeknown,orproventobeonthebasisofsatisfactoryevidence,who beingduly sworn,did deposeand say: that_________________________is an authorizedrepresentativeof the_________________________________and acknowledgedto me that_________________________________executedthewithininstrumentonbehalfofsaid bidder.

In witnesswhereof,I havesignedandaffixedmyofficialsealonthedatefirstabovewritten.

Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -16 Notary Public
Veolia Notice Inviting Sealed Proposals (Bids)North Riverside Ave. Mainline Replacement - Phase 1 BF -17 COMPLIANCE WITH IMMIGRATION REFORM AND CONTROL ACT("IRCA") ContractoracknowledgesthatContractor, andallsubcontractorshiredbyContractorto performservicesunderthisAgreement,areawareofandunderstandtheImmigration ReformandControlAct("IRCA").Contractorisandshallremainincompliancewiththe IRCAandshallensurethatanysubcontractorshiredbyContractortoperformservices underthisAgreementareincompliancewiththeIRCA.Inaddition,Contractoragrees to indemnify, defendandholdharmlesstheCity, itsagents,officersandemployees, fromanyliability, damagesorcausesofactionarisingoutoforrelatingtoanyclaims thatContractor'semployees,ortheemployeesofanysubcontractorhiredbyContractor, arenotauthorizedtoworkintheUnitedStatesforContractororitssubcontractorand/or anyotherclaimsbaseduponallegedIRCAviolationscommittedbyContractoror Contractor's subcontractor(s).
____________________________________________ _____________________Signature of Bidder Date VeoliaNorth Riverside Ave Mainline Replacement Phase 1 1

CERTIFICATE OF CONTRACTOR
I,_______________________________________________________,certifythatIam a/the__________________________________[designatesoleproprietor,partnerinpartnership,orspecifycorporateoffice,e.g.,secretary]intheentitynamedas CONTRACTOR in the foregoing contract.

I herebyexpresslycertifythatthenameoftheentitytowhichI amassociatedis______________________________________________;thatthisentityisingoodstandingandhascompliedwithallapplicablelawsandregulations,andthatI havebeenexpresslyauthorizedbytheproperpartiesinthisentitytoexecutethiscontracton behalf of the above-named entity.

ATTEST:

Name(Please Type)
Title
Onthis_______dayof____________________,20__,beforemepersonallycame____________________________to meknown,orproventomeonthebasisofsatisfactoryevidence,whobeingdulysworn,diddeposeandsay:that(he/she)isan authorizedrepresentativeof the Contractorandacknowledgedto me that(he/she) executed the within instrument on behalf of saidContractor, ________________________________________.

In witnesswhereof,I havesignedandaffixedmyofficialsealonthedateinthiscertificate first above written.

NOTARY PUBLIC
Veolia Certificate of ContractorNorth Riverside Ave Mainline Replacement Phase 1 CC -1

PAYMENT & PERFORMANCE BONDS
Please attach payment bond and performance bond rider which includes the following as additionalobligees for each payment and performance bond separately:
1) Rialto Water Services ("RWS, LLC") 437 North Riverside Avenue Rialto CA 92376 2) Rialto Utility Authority, a California joint powersauthority, ("RUA") 335 West Rialto Avenue Rialto CA 92376 3) Union Bank, N.A. 350 California Street, 11th Floor San Francisco, CA 94104 Veolia Payment BondNorth Riverside Ave Mainline Replacement Phase 1 PYBD - 1 CONTRACTOR'S CERTIFICATE REGARDING WORKERS'COMPENSATION Description of Contract:NORTH RIVERSIDE AVE MAINLINEREPLACEMENTPHASE 1 PROJECT Labor Code Section 3700 Provides (in part):
"Every employer except the State shall secure the payment of compensationin one or more of the following ways:
(a) Bybeinginsuredagainstliabilityto paycompensationinoneormoreinsurers duly authorized to write compensation insurance in this State. (b) By securingfromtheDirectorof IndustrialRelationsa certificateofconsenttoself-insure,whichmaybegivenuponfurnishingproofsatisfactorytotheDirectorofIndustrialRelationsofabilitytoself-insureandtopayanycompensation that may become due to his employees." I amawareoftheprovisionsofSection3700oftheLaborCodewhichrequireeveryemployerto beinsuredagainstliabilityforworkers'compensationortoundertakeself-insuranceinaccordancewiththeprovisionsofthatcode,andI willcomplywithsuch provisions before commencing the performance of the work of this contract.

Dated: , 20__(Contractor)
By____________________________________
______________________________________(Official Title)
(SEAL)
(LaborCodeSection1861providesthattheabovecertificatemustbesignedandfiled by the Contractor with the City prior to performing any work under this contract.) Veolia Contractor's Certificate Regarding Workers' CompensationNorth Riverside Ave Mainline Replacement Phase 1 CCRWC - 1 INSURANCE
Insurance and other details are included in Schedule R.5 and its attachments.Attach insurance certificates for all required insurances and include the followingbelow as additional insured for each insurance form including insurance form C G 2012:
1) Rialto Water Services ("RWS, LLC") 437 North Riverside Avenue Rialto CA 92376 2) Rialto Utility Authority, a California joint powers authority, ("RUA") 335 West Rialto Avenue Rialto CA 92376 3) Union Bank, N.A. 350 California Street, 11th Floor San Francisco, CA 94104 Please pay special attention to Section 2.4.1 on amounts of Excess/UmbrellaLiability Insurance under Schedule R.5 in Exhibit G.

VeoliaNorth Riverside Ave Mainline Replacement Phase 1 1

CERTIFICATE OF INSURANCE
Description of Contract: VeoliaNORTH RIVERSIDE AVE MAINLINE REPLACEMENT PHASE 1PROJECT Type of Insurance: Liability Insurance
THIS IS TOCERTIFY that thefollowingpolicies havebeenissuedby thebelow-statedcompany inconformance with the requirements of Schedule R9 andExhibit GfromtheSubcontract andareinforce at this time:

POLICY EXPIRATION LIMITS OF LIABILITYNUMBER DATE In Thousands (000) A. GENERAL LIABILITYGeneral AggregateProducts-Comp OpsAggregate $
$Personal andAdvertisingInjury $Each OccurrenceFire Damage(any one fire)Medical Expense(any one person) $
$
B. EXCESS GENERAL LIABILITY
EachOccurrence$___________
AGGREGATE$__________C.

AUTOMOBILE LIABILITYBodily Injury(Each Person)Bodily Injury(Each AccidentProperty Damage $
$$OrBodily Injury andProperty DamageCombined Single Limit $ D. EXCESS AUTOMOBILE LIABILITY
EachOccurrence$___________
AGGREGATE$__________
VeoliaNorth Riverside Ave Mainline Replacement Phase 1 2 The following types of coverage are included in said policies (indicate by "X" in space):

A. GENERAL LIABILITYCommercial Form YES___ NO___Premises-Operations YES___ NO___Explosion and Collapse Hazard YES___ NO___Underground YES___ NO___Products/Completed Operations YES___ NO___Contractual Insurance YES___ NO___Broad Form Property Damage YES___ NO___Independent Contractors YES___ NO___Personal Injury and Advertising Injury YES___ NO___ B. EXCESS GENERAL LIABILITYFollowing Form YES___ NO___
C. AUTOMOBILE LIABILITYBusiness Auto Form Including Loading and Unloading YES___ NO___Owned YES___ NO___Hired YES___ NO___Non-Owned YES___ NO___ D. EXCESS AUTOMOBILE LIABILITYFollowing Form YES___ NO___ VeoliaNorth Riverside Ave Mainline Replacement Phase 1 3 This certificate is issued as a matter of information only and confers no rights upon thecertificateholder. This certificatedoes not amend, extend, or alter thecoverageaffordedby thepolicieslistedherein.

This is tocertify that thepolicy has beenissuedtothenamedinsuredforthepolicyperiodindicated,notwithstandingany requirement, term, orconditionofanycontractorotherdocumentwithrespecttowhichthis certificatemay beissuedor may pertain, theinsuranceaffordedbythepoliciesdescribedherein is subject to all the terms, exclusions, and conditions of such policies.

TheCompany will giveat least 30days' writtennoticetotheCity andtheEngineer/Architectpriortoany cancellation of said policies.

Named Insured (Contractor) Insurance Company
Street Number Street Number
City and State City and State
By(Company Representative)
(SEE NOTICE ON PAGE 5)
Insurance Company Agent for Serviceof Process in California:

Name
Agency
Street Number
City and State
Telephone Number
VeoliaNorth Riverside Ave Mainline Replacement Phase 1 4 NOTICE:

Nosubstitutionor revisiontotheabovecertificateformwill beaccepted. Iftheinsurancecalledforisprovidedbymorethanoneinsurancecompany,aseparatecertificateintheexactaboveformshall beprovided for each insurance company.

InsurersmustbeauthorizedtodobusinessandhaveanagentforserviceofprocessinCaliforniaandhave a "B+" policyholder's rating and afinancial ratingof at least Class VIII inaccordancewiththemost current Best's Rating.

VeoliaNorth Riverside Ave Mainline Replacement Phase 1 5 SAMPLE
SUBCONTRACT AGREEMENT:

SCHEDULE R3 AGREEMENT FORMPROVIDED AS ATTACHMENT
Article 31. Contract Documents and Order of Precedence
This Contract, together with any Attachments hereto (all of which are incorporated herein bythis reference) shall comprise this Contract and shall together be referred to as the “ContractDocuments.” Upon discovery, the Contractor shall promptly notify the other in writing of any conflicts,ambiguities, inconsistencies, errors, or omissions in, between or among any of ContractDocuments or Applicable Legal Requirements and shall cooperate in effecting a resolution ofthe same that is consistent with the principles expressed in this Article 31. In the event of anyinconsistencies between this Contract and the other Contract Documents, the following orderof precedence in the interpretation hereof or resolution of such conflict hereunder shallprevail:
(i) duly authorized and executed Change Orders and written amendments to thisContract executed by both Parties; (ii) this Contract;
(iii) the Attachments; and
(iv) Drawings produced and delivered pursuant to this Contract (in respect ofwhich, precedence shall be given to Drawings of a larger scale over those of smaller, figureddimensions on the Drawings shall control over scaled dimensions, and noted materials shallcontrol over undimensioned graphic indications).

Where an irreconcilable conflict exists among Applicable Legal Requirements, this Contract,the Drawings and the specifications in the Materials, the earliest item mentioned in thissentence involving a conflict shall control over any later mentioned item or items subject tosuch conflict. Notwithstanding the foregoing terms of this Article 31, if a conflict existswithin or between parts of the Contract Documents, or between the Contract Documents andApplicable Legal Requirements, the more stringent or higher quality requirements shallcontrol. Where a conflict exists among Codes and Standards applicable to Seller’sperformance of the Work, the most stringent provision of such Codes and Standards shallgovern.

VeoliaNorth Riverside Ave Mainline Replacement Phase 1 6 Special Conditions
Notification Requirements
Contractor shall post notices to the local residences and businesses of when they will beworking in the area.The notice shall clearly state the estimated duration of the work and provide contactinformation, phone numbers and emails to the Project Manager and field foreman. Thenotices shall be posted 72 hours prior to performing any work in the area

CONTRACT / PROJECT SCHEDULE
Biddershallprovidea projectschedulewhichshallreflecttheprogressthatthecontractorcan make to the best of the contractor's ability.

VeoliaNorth Riverside Ave Mainline Replacement Phase 1 7

REQUEST FOR INFORMATION (RFI)
DATE REQUESTED:

SUBJECT / TOPIC:

TO:

FROM:

REQUEST

CAUSE FORREQUEST

SUGGESTION/ATTACHMENT

RESPONSE
VeoliaNorth Riverside Ave Mainline Replacement Phase 1 8 NOTE: Request will only be submitted in this format. Veolia shall have five (5) businessdays to provide a response which may or may not necessarily resolve the request. Veoliaholds the right to, have the contractor research, investigate, study, test, field check or use anymethods and means necessary and acceptable to industry standards for the resolution ofrequests after a notice to proceed.BIDDERS CHECKLIST Items Submitted for Bid Approval

1. Proposal (Bid Schedule & Addenda Acknowledgement Form attachment) signed withbid in numbers and words2. Bid Bond & Pertinent Official Documents3. Bidders Reference / Experience4. List of Subcontractors Items Submitted After Bid is Approved(Require three original hard copies of each)

5. O&M Schedule R3 - Lump Sum Subcontract Form6. Insurance with additional insured and CG 20 12 form7. Payment bond with additional obligee riders and Performance bond with additionalobligee riders8. Project Schedule9. Certificate of Non-Collusion Affidavit10.“IRCA” Items after NTP is given

11.City Business License12.Encroachment Permit13.Material Submittals14.Any other requested documents15.Certified Payroll as requested VeoliaNorth Riverside Ave Mainline Replacement Phase 1 9

BID SCHEDULE AND ADDENDA ACKNOWLEDGEMENT FORM
BID TO: VEOLIA WATER WEST OPERATING SERVICES, INC.

BID FROM:

TheundersignedBidderproposesandagree,if thisBidisaccepted,toenterintoanAgreementwiththeVeoliaintheformincludedinthecontractDocumentstoperformthe Work as specified or indicated in said Contract Documents entitled:

NORTH RIVERSIDE AVE MAINLINE REPLACEMENT - PHASE 1
Bidder accepts all of the terms and conditions of the Contract Documents.

ThisBidwillremainopenfortheperiodstatedin theNoticeInvitingBids,unlessotherwiserequiredbylaw. BidderwillenterintoanAgreementwithinthetimeandinthemannerrequiredintheContractDocuments,andwillfurnishtheinsurancecertificates,PerformanceBond,PaymentBond,WarrantyBond,andallPermitsrequiredbytheContract Documents.

Bidderhasexaminedcopiesof all theContractDocuments,includingthefollowingAddenda, receipt of which is hereby acknowledged:

Addendum Number Date Received:

Bidder has familiarized itself with the nature and extent of the Contract Documents, theWork, the site, the locality where the Work is to be performed, the legal requirements (federal,state,andlocallaws,ordinances,rules,andregulations),andtheconditionsaffectingcost,progress,orperformanceoftheWork,andhasmadesuchindependentinvestigations as Bidder deems necessary.

In conformancewiththecurrentstatutoryrequirementsof theCaliforniaLaborCodeSection 1860, et seq., the undersigned confirms the following as its certification:

I amawareof theprovisionof Section3700of theLaborCode,whichrequireeveryemployerto be insuredagainstliabilityfor worker’scompensation,or to undertakeself-insurancein accordancewiththeprovisions,beforecommencingthe performanceof the Workof thisContract.

To all theforegoing,andincludingallBidSchedule(s),Listof Subcontractors,Non-CollusionDeclaration,Bidder’s GeneralInformation,andBidBondcontainedintheseBidForms,saidBidderfurtheragreestocompletetheWorkrequiredundertheContractDocumentswithintheContractTimestipulatedin saidContractDocuments,andtoacceptinfullpaymentthereforetheContractPricebasedontheLumpSumorUnitBidPrice(s) named in the aforementioned Bid Schedule(s) Dated:

By: (Signature)
Printed Name:

Title:

BID SCHEDULESchedule of Prices for Construction of the:NORTH RIVERSIDE AVEMAINLINE REPLACEMENT -PHASE 1 The bid schedule and addenda acknowledgement form shall be attached to and included within theContract Documents.

Description Qty Unit
TotalPriceMobilization 1 LS
Bonds & Insurance 1 LS
Traffic Controls Plans and approval 1 LS
Lump sum costs to install water main, connections andappurtenances between Baseline Ave and EtiwandaAve along Riverside Ave as shown in the drawings inaccordance with the scope of work 1 LS All other work as required by plans and City’s standardspecifications 1 LS Install temporary paving 1 LS
Maintain Temp Paving 1 LS
Demobilization 1 LS
Closeout documentation, transmission of redlinedrawings 1 LS Total construction costs (US $)
BID SCHEDULE(Continued)TOTAL OF ALL ITEMS OF THE BID SCHEDULE:
$ (Price in figures)
(Price in words)
Schedule of Prices for Construction of the:

NORTH RIVERSIDE AVE MAINLINE REPLACEMENT -PHASE 1
SPECIAL NOTE:Intheeventofany“missing”biditemsorscopeofworknototherwiseincludedoridentifiedin the BidSchedule,but indicatedor requiredby the PlansandSpecifications,theContractorshallprosecutetheworkasrequiredbythePlansandSpecifications,andpaymentforany“missing”biditemsorscopeofworkshallbeincludedin thevariousbiditemsofwork,andnoadditionalpaymentwillbeallowed therefore.

Name of Bidder or Firm

SCHEDULE R.3LUMP SUM SUBCONTRACT FORMO&M Subcontract
SUBCONTRACT[CONSTRUCTION
FORM
]

PROJECT
:North Riverside Ave Mainline Replacement-Phase 1

LOCATED IN
:

Rialto, California

PROJECT
NO
. TBD

EFFECTIVE
DATE
: TBD

TABLE OF CONTENTS Page

1. BACKGROUND 11.1 Prime Contract 12. THE WORK 12.1 Standard of Care 12.2 Means and Methods 22.3 Subcontractor Personnel 32.4 Contract Documents 32.5 Acknowledgment 42.6 Subcontractor and Contractor 43. SUBCONTRACTOR 43.1 Permits and Fees 43.2 Superintendent 53.3 Coordination of the Work 53.4 Field Measurements 63.5 Project Meetings 63.6 Materials and Equipment 63.7 Storage of Materials and Equipment 73.8 Mock-Ups 73.9 Prevailing Wages and Labor Requirements 73.10 Cleaning Up 73.11 Project 13.12 Definitions 13.13 Work 13.14 Applicable Law 23.15 Subcontracts and Purchase Orders 24. CONTRACT DOCUMENTS 34.1 Precedence 35. RELATIONSHIPS OF THE PARTIES 45.1 Subcontractor and Other Parties 45.2 Licensing 45.3 Representative 45.4 Constructability and Efficiency 55.5 Submittals 55.6 Layout and Protection 65.7 Project Reporting 65.8 Site Logistics 65.9 Risk of Loss 75.10 Safety 75.11 Cutting and Patching 75.12 Test and Inspections 7 Page i
(continued)

5.13 Non-Conforming Work and Correction 85.14 Commissioning 95.15 Punch List 95.16 Close-Out 95.17 Information and Documents 95.18 Excluded Approvals 105.19 Separate Contractors 105.20 Contract Price 105.21 Contract Time 105.22 Prosecution of the Work 115.23 Delays Caused by Subcontractor 125.24 General 125.25 General Conditions Costs 136. CHANGES IN THE WORK 146.1 Allowed Adjustments 146.2 Subcontractor Initiated Changes 156.3 Pricing 156.4 Continued Performance 166.5 Allowances 166.6 Contract Time Impacts and Extended Costs 16 Page ii
(continued)

6.7 Surety 176.8 Progress Payments 176.9 Payment Not Acceptance of Work 196.10 Waiver of Claims 206.11 Regulated Substances 207. INSURANCE AND BONDS 207.1 Waiver of Subrogation 207.2 Option for Subcontractor Bonds 217.3 Subcontractor’s Performance 217.4 Duty to Defend 238. WARRANTY AND GUARANTEES 238.1 Correction of Nonconforming Work 249. DOCUMENT RETENTION & EXAMINATION 2410. DISPUTE RESOLUTION PROCEDURE 2510.1 Notice and Informal Resolution 2510.2 Binding Arbitration 2610.3 Pass-through to Subcontractors 2710.4 Contractor for Cause 2710.5 Termination by Subcontractor for Cause 28

11. MISCELLANEOUS PROVISIONS 2811.1 Governing Law 2811.2 Notice 2811.3 Effective Date 2811.4 Survival 2811.5 Remedies 2911.6 Severability 2911.7 Commencement of Statute of Limitations 2911.8 Waiver 2911.9 Assignment of Contract 2911.10 Confidentiality and Non-Disclosure 2911.11 Modifications 2911.12 Counterparts 3011.13 Section Headings 3011.14 Time is of the Essence 3011.15 Legal Citations 3011.16 State Licensing Requirements. 3011.17 Entire Agreement 30 Lump Sum Subcontract

TABLE OF CONTENTS
Page

11.18 Record Documents 811.19 Acceptance Testing 911.20 Early Occupancy 912. CONTRACTOR 912.1 Contractor’s Representative 1012.2 Timeliness 1013. COMPENSATION 1014. CONTRACT TIME AND SCHEDULING 1014.1 Scheduling 1014.2 Permitted Delays 1115. COST OF THE WORK 1215.1 Direct Costs 1215.2 Overhead and Profit 1415.3 Change Orders 1415.4 Contractor Initiated Changes 1515.5 Submission 1515.6 Deductive Changes 1615.7 Failure to Reach Agreement 1615.8 Omitted Work 1616. PAYMENTS 1716.1 Final Payment 1816.2 Payments Withheld 1917. HAZARDOUS MATERIALS 2017.1 Indemnification 2017.2 Required Insurance 2017.3 Builder’s Risk 2118. INDEMNIFICATION 2118.1 Exceptions. 2318.2 Survival 2318.3 Warranty 2318.4 Updated Information 2418.5 Records 2418.6 General 2518.7 Senior Executive Meeting 2518.8 Continuation of Work 27

19. TERMINATION 2719.1 Termination By Contractor For Convenience 27 Exhibits
Exhibit A DefinitionsExhibit B Construction DocumentsExhibit C Contract Price Breakdown;Billing RatesExhibit D Scope of WorkExhibit E Project ScheduleExhibit F Excluded ApprovalsExhibit G InsuranceExhibit H Subcontractor General Conditions (Schedule R.6 of PrimeContract)Exhibit I Waiver & Release FormsExhibit J Warranty Form

LUMP SUM SUBCONTRACT
This Lump Sum Subcontract(“Subcontract”) is enteredinto as ofTBD(“EffectiveDate”) by and between:The contractor below (“Contractor”):

Veolia Water West Operating Services, Inc.
437 N. Riverside Ave.Rialto, CA 92376and the subcontractor below (“Subcontractor”):[Subcontractor Name] The Project (“Project”)is: North Riverside Ave MainlineReplacement - Phase 1 The Contractor and Subcontractor agree as set forth below.

1. BACKGROUND

1.1 Project. The Project is described in the ConstructionDocuments set forth inExhibit B.

1.2 Prime Contract. The Project is being designed andconstructed by Contractorunder written agreement with its client Rialto Water Services, LLC (“Concessionaire”) pursuantto the terms and conditions of the Prime Contract. The Work is provided to support Contractor’sobligations to Concessionaire pursuant to the terms and conditions of the Prime Contract. Byexecution of this Subcontract, the Subcontractor is bound and obligated to the Contractor to thesame extent that the Contractor is bound to the Concessionaire under the Prime Contract andtherefore assumes all of the same obligations, liabilities, and responsibilities that the Contractorhas assumed toward Concessionaire with respect to the Work.

1.3 Definitions. Certain defined terms for this Subcontractare located in Exhibit A.

2. THE WORK

2.1 Work.The Subcontractor will provide all labor, materials,equipment, andappurtenances necessary for proper completion of the Work in strict accordance with the ContractDocuments as defined in Article 3. The Subcontractor’s Scope of Work is set forth in Exhibit D.

2.2 Standard of Care. The Subcontractor will supervise,direct and manage theWork using the Subcontractor’s best skill and attention and will perform all Work in a timely,workman-like manner consistent with the degree of care and skill customarily exercised byCalifornia State licensed contractors building wastewater and water treatment facilities that areof a similar nature, scope, size and complexity as this Project.

2.3 Applicable Law. The Subcontractor will perform theWork in full compliancewith Applicable Laws in effect at the time the Work is performed.

2.4 Means and Methods.The Subcontractor is solely responsiblefor allconstruction means, methods, techniques, sequences, and procedures and for safety precautionsand programs in connection with the Work. The Subcontractor is entirely responsible for the actsand omissions of its agents or employees, subcontractors, suppliers, any of their agents oremployees, or any other persons performing any of the Work on behalf of the Subcontractor andagrees that the City, Authority, Concessionaire, and Contractor are not responsible forSubcontractor’s acts or omissions or the acts or omissions of those for whom it is responsible.The Subcontractor acknowledges and agrees that Contractor is not responsible for any failure ofSubcontractor to carry out the Work in strict accordance with the Contract Documents.

2.5 Subcontracts and Purchase Orders. Those portions ofthe Work thatSubcontractor does not customarily perform with its own personnel will be performed by a tiersubcontractor under written subcontract and subject to Contractor’s approval, which will not beunreasonably withheld. All subcontracts must incorporate by reference the Contract Documentsand bind the tier subcontractor to Subcontractor to the same extent that Subcontractor is bound tothe Contractor under this Subcontract. All tier subcontractors used or employed by theSubcontractor must possess the appropriate California state licenses and certifications requiredfor performance of their respective portion of the Work and carry out their Work using the samedegree of skill and care established in Section 2.2. Each tier subcontractor and its employees areobligated to carry out their portion of the Work in strict accordance with the Contract Documents.All purchase orders must be in writing.

2.5.1 Subcontractor is responsible for the acts and omissions of itssubcontractors and of persons or entities either directly or indirectly employed by itssubcontractors. Nothing contained in this Subcontract creates a contractual relationship betweena tier subcontractor and any of the Contractor, Concessionaire, Authority or City. provisions:

2.5.2 Each agreement with a tiersubcontractor must include thefollowing

10.6.1;

2.5.2.1overhead and profit mark-up thatis consistent with Section

2.5.2.2 a waiver of subrogation on the terms of Section 13.2;

2.5.2.3a requirement to make payments of builder’s risk insuranceproceeds per Section 13.3;

2.5.2.4 the provisions of Article 16 regarding books and records;

2.5.2.5a provision assigning the subcontract to Contractor if Subcontractor is terminated, effective upon notice from Contractor to the tier subcontractor thatit is taking assignment of the subcontract;

2.5.2.6 insurance requirements consistent with Exhibit G;2.5.2.7 an indemnification provision at least as protective of theIndemnified Parties as the provisions in Article 14, with theIndemnified Parties as indemnitees in addition to Subcontractor;and

2.5.2.8a provision that binds the tier subcontractor to thedispute resolution procedures set forth in Article 17.

2.6 Subcontractor Personnel.If any employee or tier-subcontractorof theSubcontractor fails or refuses to carry out the Work in accordance with the provisions ofthis Subcontract or appears to be incompetent or acts in a disorderly or improper manner,the Subcontractor will remove that person or firm immediately from the Project ondemand of the Contractor and reassign another person or firm who is similarly qualifiedand reasonably acceptable to the Contractor.

3. CONTRACT DOCUMENTS

3.1 Contract Documents. The Subcontractor’s ContractDocuments include thisSubcontract, the General Conditions (Exhibit H), all of the attachments and exhibits includedin the list of Contract Documents listed in Section 3.1.1, the permitted ConstructionDocuments (Exhibit B), and all subsequent contract modifications issued after execution ofthis Subcontract such as Change Orders. The Contract Documents referred to in thisSubcontract are incorporated by reference as though set forth in full.

3.1.1 Exhibits. The following exhibits to this Subcontractare ContractDocuments:

3.1.1.1 The definitions in Exhibit A;

3.1.1.2 The Construction Documents forth in Exhibit B;
forth in Exhibit C;

3.1.1.3 The Contract Price breakdown andmaximum billing rates set

3.1.1.4 The Scope of Work set forth in Exhibit D;

3.1.1.5 The Project Schedule set forth in Exhibit E;

3.1.1.6 The list of Excluded Approvals in Exhibit F;

3.1.1.7 The insurance requirements set forth in Exhibit G;

3.1.1.8 The General Conditions attached to Exhibit H;

3.1.1.9 The statutory waiver and release forms attached to Exhibit I;

3.1.1.10The Warranty Form included in Exhibit J.

3.2 Precedence. The Contract Documents are intended tobe fully cooperative andcomplementary. Subcontractor will promptly notify Contractor in writing through a request forclarification or information if it notices any conflict between or among Contract Documents. If thereis a conflict between or among the various Contract Documents, the most stringent requirement orhighest standard will govern unless the Contractor’s response to the request for clarification orinformation dictates otherwise. The general dimensions will be figured on the ConstructionDocuments. These figured dimensions will take precedence over scaled measurements.

3.3 Acknowledgment. The Subcontractor acknowledges ithas carefully examined andunderstands this Subcontract and the other Contract Documents; has investigated the nature, localityand site of the Project and the conditions and difficulties under which the Work is to be performed;and enters into this Subcontract on the basis of its own examination, investigation and evaluation ofall such matters and not in reliance upon any opinions or representations of the Contractor,Concessionaire, Authority or City, or any of their respective officers, agents, servants, or employees.

4. RELATIONSHIPS OF THE PARTIES

4.1 Subcontractor and Contractor. The Subcontractor’srelationship with theContractor is that of an independent contractor and not as an agent, fiduciary, partner, member of,subsidiary of, or otherwise affiliated with the Contractor. The Subcontractor agrees to cooperate andcollaborate with the Contractor, and to exercise the Subcontractor’s best skill and judgment infurthering the interests of the Contractor; to furnish efficient business administration andsupervision; to furnish at all times an adequate supply of workers and materials; and to perform theWork in the most expeditious and economical manner consistent with the Contractor’s best interests.The Contractor agrees to timely furnish and approve all information required by the ContractDocuments and to make timely payments to the Subcontractor in accordance with the requirementsof the Contract Documents.

4.2 Subcontractor and Other Parties. The Concessionaireis an express third partybeneficiary to this Subcontract and is therefore entitled to the performance of the obligations of theSubcontractor intended for the benefit of the Contractor, and to enforcement of the Subcontract.Nothing contained in this Subcontract or the Prime Contract gives the Subcontractor or any thirdparty any claim or right of action against the Concessionaire, Authority and City that does nototherwise exist without regard to this Subcontract.

5. SUBCONTRACTOR

5.1 Licensing. Subcontractor warrants that it is authorizedto do business in the State ofCalifornia and is properly licensed by all necessary Governmental Agencies having jurisdiction overthe Project for performance of the Work.

5.2 Permits and Fees. Except for the Excluded Approvals, Subcontractor will secureand pay for all permits and fees necessary for execution of the Work. The Subcontractor is notresponsible for approvals, easements, assessments and fees required for the development of theProject.

5.3 Representative. The Subcontractor will provide a qualifiedProject representativewho is authorized to bind the company, receive orders, and make decisions regarding the Work. TheProject representative may not be changed without Contractor’s written consent, which will not beunreasonably withheld. The Subcontractor’s authorized representative is[SubcontractorRepresentative].

5.4 Superintendent. The Subcontractor will provide a qualifiedsuperintendent at the siteto properly supervise all employees, subcontractors and their agents and employees, and otherpersons performing any Work under the Subcontract and to cause the Work to be carried outaccording to the Contract Documents. Subcontractor’s superintendent may not be changed withoutContractor’s written consent, which will not be unreasonably withheld. The Subcontractor’ssuperintendent is[Subcontractor Superintendent].

5.5 Constructability and Efficiency. Throughout the Project,the Subcontractor willanalyze the Contract Documents and make recommendations to the Contractor wheneveropportunities exist to improve the most current Interim Project Schedule, labor efficiency, orContractor’s costs and to alert the Contractor of problems in the Project design or in the work ofSeparate Contractors.

5.6 Coordination of the Work. Before starting each portionof the Work, theSubcontractor will (i) review and compare the various Contract Documents relative to that portion ofthe Work, as well as the information furnished by the Contractor and Separate Contractors’submittals that may affect proper installation of the Work; (ii) field measure existing conditionsrelated to that portion of the Work; and (iii) observe any conditions at the site directly affecting thatportion of the Work, reporting any improper conditions and defects to the Contractor. The Contractorwill review any improper conditions and defects of Separate Contractors and remedy any improperlyinstalled work of Separate Contractors.

5.7 Submittals.

5.7.1 Contractor will provide Subcontractor with a submittal schedule that indicateswhen submittals will be issued and when approval is required. Subcontractor will submit toContractor for review all shop drawings, product data, samples and other submittals required by theContract Documents in accordance with Contractor’s submittal schedule and in all cases withreasonable promptness and in such sequence as to avoid delays in the Work or in the activities of theContractor or its Separate Contractors. Subcontractor will not submit any submittal that is merely atracing or copy of any of the Construction Documents. Each submittal will be prepared by theSubcontractor, its tier subcontractor, or supplier and will be submitted according to the ContractDocuments.

5.7.2 Upon return of any submittal to the Subcontractor, the Subcontractor will makeany correction required and, within five (5) business days of receipt, furnish corrected resubmissions to the Contractor for further review. The Subcontractor will not perform any of the Work for whichthe Contract Documents require a submittal until the respective submittal has been approved by theContractor. Upon receipt of approval of a submittal, Subcontractor will file a final corrected copywith the Contractor and furnish other copies as may be needed or requested by the Contractor. IfSubcontractor fails to submit or resubmit Submittals in a timely manner as required to maintain theProject Schedule, the Subcontractor will be liable for all costs, expenses, and damages resulting fromthe delays. 5.7.3 Subcontractor’s submission of a shop drawing to Contractor constitutesSubcontractor’s representation, upon which the Contractor and its consultants may rely, thatSubcontractor has reviewed the submission for accuracy and compliance with all ConstructionDocuments and other Contract Documents, and that all original engineering, if any, has beenperformed by a qualified California State-licensed professional engineer. Review of submittals byContractor and its consultants will not constitute an undertaking to identify deficiencies in thesubmittal.

5.8 Field Measurements. Notwithstanding the dimensionson the ConstructionDocuments, it is the responsibility of the Subcontractor to take field measurements to allow theproper matching and fitting of its Work with existing conditions and the work of SeparateContractors.

5.9 Layout and Protection. Subcontractor is responsiblefor its own layout.Subcontractor will preserve and protect all line and grade benchmarks and will not cause damage toother contractors’ benchmarks or lay-out points. Any additional surveying or layout caused as aresult of Subcontractor’s failure to take the necessary precautions to protect such data will beperformed at Subcontractor’s own cost and expense.

5.10 Project Meetings. The Subcontractor will attend allProject meetings to discussjobsite procedures, progress, and scheduling, or other Project matters, and to resolve any pendingdesign or construction issues.

5.11 Project Reporting. The Subcontractor will prepareand deliver to the Contractorwith each invoice (but no less than monthly) a written progress report in a format approved by theContractor that includes at least the following: (a) a brief summary of the Work performed,identifying tasks completed, in progress or pending; (b) an estimate of the percentage completed foreach task; (c) explanation of significant deviations from the Construction Documents; (d) progressrelative to the Project Schedule and any corrective actions by the Subcontractor; and (e) a summaryof activities planned for the coming month.

5.12 Materials and Equipment. All materials and equipmentrequired under the ContractDocuments will be new, of good quality and free from defects. No substitutions will be accepted onthis Project unless the specified materials or equipment have been discontinued or unless theContractor has approved the substitution through written Change Order. Materials will be furnishedin sufficient quantities and procured in time to allow uninterrupted progress of the Work. Allmaterials and equipment will be properly stored and protected by the Subcontractor and any loss ordamage will be borne by the Subcontractor.

5.13 Site Logistics. The Subcontractor will schedule and coordinate delivery and storageof equipment and materials and the sequencing of its Work with the Contractor’s current sitelogistics plan and the most current Interim Project Schedule.

5.13.1Subcontractor shall confine construction equipment, the storage ofmaterials and equipment, and the operations of workers to the project site or other areasidentified in the current site logistics plan for such use, and shall not unreasonably encumberthe premises with construction equipment or other materials or equipment.

5.14 Storage of Materials and Equipment. Storage of equipmentand materials will becoordinated through the Contractor. Subcontractor will maintain its storage area and will keep itsstorage areas clean, safe, and secure. Any materials or equipment stored offsite will be insured orstored in an insured or bonded warehouse. The risk of loss will remain on the Subcontractor for allmaterials and equipment stored off-site per Section 5.15.

5.15 Risk of Loss. All Work at the Project site, or inpreparing or delivering materials orequipment to the Project site, is performed exclusively at the risk of the Subcontractor until thecompleted Work is accepted by the Contractor. Subcontractor’s interest in the Work will be insuredunder the builder’s risk policy and, subject to the terms and conditions of that policy, Subcontractormay be insured for some or all of the risk of loss under this provision. Contractor makes norepresentations or warranties regarding the scope or adequacy of the builder’s risk coverage. Anydamage or loss to the Work will be repaired or replaced promptly by Subcontractor and within anyextension of time granted under Article 10.

5.16 Mock-Ups. Subcontractor will provide all mock-upsas required by the ContractDocuments. Mock-ups will be installed in a location on-site or at such other locations to bedesignated by the Contractor. Approved mock-ups will remain as standards of acceptance of theWork and, where practical and approved, may be incorporated in the Work. If not so incorporated,they will be demolished and removed by the Subcontractor when directed by the Contractor to do so.

5.17 Safety. TheSubcontractorwillcomplywiththeContractor’s currentsafetyplanandanyothersafetyrequirementsoftheContractDocuments,includingtheGeneralConditions(ExhibitH).

5.18 Prevailing Wages and Labor Requirements. Subcontractorwill comply with allprevailing wage and labor requirements set forth in the General Conditions (Exhibit H).

5.19 Cutting and Patching. Subcontractor will be responsiblefor all cutting andpatching required in the prosecution of the Work. Subcontractor will not damage or endanger aportion of the Work or partially or completed construction of Separate Contractors’ work byexcavating, cutting, patching or otherwise altering the construction. The Subcontractor willpromptly notify the Contractor before cutting, patching or modifying any construction work ofSeparate Contractors.

5.20 Cleaning Up. Subcontractor will perform its Workso as to maintain the site in aclean, safe, and orderly condition, as more particularly provided in the General Conditions (ExhibitH).

5.21 Test and Inspections. Tests, inspections and approvalsof portions of the Workrequired by the Subcontract, the Contract Documents, or by Applicable Laws, ordinances, rules,regulations or orders of authorities having jurisdiction over the Project will be coordinated by theSubcontractor with the Contractor. When portions of the Work are ready for inspection, theSubcontractor will make arrangements for tests, inspections and approvals with an independenttesting laboratory or entity acceptable to the Contractor, or with the appropriate public authority. TheSubcontractor will give the Contractor not less than 48 hours' notice of when and where tests andinspections are to be made so that the appropriate parties may be present.

5.21.1Covered Work Prior to Inspection. If a portion ofthe Work is coveredcontrary to the Contractor’s request, or prior to inspection by the proper authorities, it will beuncovered for inspection and examination by the Contractor, Independent Engineer or otherproper authorities and be replaced at the Subcontractor’s expense without change in theSubcontractor’s Contract Time or Contract Price.

5.21.2Final Inspections. The Subcontractor will coordinatethe correction andcompletion of the Work with the Contractor. Following Subcontractor’s written notice that all Workhas been corrected or completed, the Contractor will evaluate the Work to determine if it is ready forfinal inspection. The Contractor will conduct final inspections with the Subcontractor, and, ifrequired, with the Concessionaire, Independent Engineer and Authority.

5.22 Non-Conforming Work and Correction. Within 24 hoursof notice, theSubcontractor will commence correction of Work that is rejected by the Contractor, GovernmentalAgencies or Independent Engineer for failing to conform to the requirements of the ContractDocuments, including destroyed or damaged construction (whether completed or partiallycompleted) caused by the Subcontractor’s correction or removal of the non-conforming Work,whether discovered before or after Substantial Completion and whether or not fabricated, installed,or completed. The Subcontractor will bear all costs associated with correction of non- conformingWork.

5.23 Record Documents.

5.23.1The Subcontractor will prepare and maintain on a current basis an accurate andcomplete set of“Record Documents”consisting of:

5.23.1.1 “Record Drawings,”which are drawings showing clearly,ina redlined format, all existing conditions, changes, revisions and substitutions during construction,including without limitation, field changes and the final location of all mechanical equipment,utility lines, ducts, outlets, pipes, and other significant features;

5.23.1.2 “Annotated Specifications” showing clearly all changes,revisions and substitutions during construction. If a specification allows the election of one ofseveral brands, makes, or types of material or equipment, the annotations will show which of theallowable items was furnished; and

5.23.1.3Change Orders, Interim Work Directives, and submittals.

5.23.2The Record Drawings and Annotated Specifications will be updatedregularly, no later than weekly, to reflect the as-built conditions of the Work.

5.23.3The Record Documents will be kept at the Project site. The RecordDocuments will be available for inspection by the Contractor, Authority, City, Concessionaire,Independent Engineer, and any Governmental Agency with jurisdiction over the Project.5.23.4The Record Documents will be used to generate the final as-builtdocuments as part of the Subcontractor’s close-out requirements. Subcontractor must includecopies of the as-built plans and specifications as required by the Construction Documents in itsdeliverables to the Contractor.

5.24 Commissioning. To the extent required, the Contractorwill schedule and overseethe Subcontractor’s final testing and start-up of utilities, operational systems, and equipment as partof Contractor’s commissioning of the Project. All inspections and testing will be conducted by theContractor in conjunction with the Independent Engineer and other Governmental Agencies.During commissioning and before Final Completion, the Contractor will oversee Subcontractor’soperation, adjustment and balancing of all equipment, and training of Contractor’s maintenancepersonnel in the correct operation and maintenance of equipment.

5.25 Acceptance Testing. To the extent directed by theContractor, the Subcontractorwill assist the Contractor in conducting the acceptance test following startup of the completedconstruction of the Project. If the Project fails to successfully complete the acceptance test, theSubcontractor will provide services to the Contractor as requested to determine the cause of failureand provide corrective actions as necessary to successfully complete the acceptance test. Theacceptance test will be conducted by the Contractor in connection with the Independent Engineerand other necessary parties.

5.26 Punch List. When the Subcontractor considers itsWork substantially complete itwill notify the Contractor who, in conjunction with the Subcontractor and the engineer of record,will prepare a list of incomplete or unsatisfactory items and a schedule for their completion. TheContractor will schedule and monitor the progress of all punch list work and conduct inspections todetermine whether the Project is ready for inspection by Governmental Agencies with jurisdictionover the Project to determine whether Substantial Completion has been achieved.

5.26.1Final Punch List. The Contractor will prepare a finalpunch list uponSubstantial Completion. Any non-conforming Work will be corrected by the Subcontractor and itsresponsible subcontractors under Section 5.22. Subcontractor shall diligently complete its Workshown on the final punch list and notify Contractor when Subcontractor’s Work is ready for finalinspection. The Contractor will schedule and monitor the progress of all final punch list Work andconduct inspections to determine whether Subcontractor has achieved Final Completion.

5.27 Early Occupancy. The Contractor reserves the rightfor Contractor, Concessionaire,or Authority to occupy or utilize any portion of the Work at any time before Final Completion, andsuch occupancy or use will not constitute acceptance of any part of the Work.

5.28 Close-Out. After Substantial Completion but before Final Completion, theSubcontractor will transmit to the Contractor all required as-built drawings and specifications,operation and maintenance manuals, references, warranties, attic stock, keying schedule, andother items required by the Contract Documents.

6. CONTRACTOR

6.1 Information and Documents. The Contractor will provideinformationregarding requirements for the Project, including the Construction Documents and availablesurveys and other information describing the Project site (including Schedule M of the PrimeContract) to the extent received from Concessionaire or Authority and applicable to the Work.

6.2 Contractor’s Representative. The Contractor’s designatedrepresentative isChandrasekar Venkatraman.

6.3 Excluded Approvals. The Contractor or Authority, as applicable, is responsible forobtaining the Excluded Approvals (Exhibit F).

6.4 Timeliness. Information or services under the Contractor’scontrol will be timelyfurnished to the Subcontractor by the Contractor to avoid delay in design and the orderly progress ofthe Work in accordance with the Interim Project Schedule.

6.5 Separate Contractors. The Contractor will endeavorto require its SeparateContractors to name the Subcontractor as an additional insured under their commercial generalliability policies, and to waive subrogation rights against the Subcontractor under its commercialgeneral liability policy and applicable property insurance. The Subcontractor likewise agrees to nameeach Separate Contractor as an additional insured under the Subcontractor’s commercial generalliability policy, and to waive subrogation rights against the Separate Contractors under thecommercial general liability policy. The Subcontractor will coordinate the Work with the work andservices of Separate Contractors and will accommodate the work and services of the SeparateContractors to effect smooth and efficient workflow and integrated work product. SeparateContractors will remain responsible and liable for all safety violations arising from their respectivework.

7. COMPENSATION

7.1 Contract Price. The Subcontractor’s Contract Pricefor providing all Work instrict accordance with the Contract Document is the lump sum amount ofthat stated in ExhibitC and constitutes full and complete compensation to Subcontractor for the Work. The lump sumContract Price covers all Subcontractor’s Direct Costs, General Conditions Costs, and Overheadand Profit, as defined in Article 9. The breakdown of the Contract Price is set forth in Exhibit C.The Contract Price is only subject to increases and decreases as a result of approved ChangeOrders in accordance with Article 10.

8. CONTRACT TIME AND SCHEDULING

8.1 Contract Time.Subcontractor must achieve SubstantialCompletion within the Contract Time, time being of the essence.

8.2 Scheduling.Overall scheduling will be based on criticalpath or network precedencemethodologies coordinating all major components of the Work including long lead item schedulesand Contractor’s occupancy requirements projecting milestone dates for Substantial Completion andFinal Completion. The Subcontractor will participate and cooperate with the Contractor in thedevelopment of schedules and other efforts to achieve timely completion of the Work as establishedin the Project Schedule set forth in Exhibit E.

8.2.1 Monthly Project Schedules. The Contractor will createMonthly ProjectSchedule Updates incorporating activities and schedule updates of the various contractors on theProject as necessary to reflect the status of construction and projected milestone dates includingSubstantial Completion. The Subcontractor will provide information in an agreed upon format, andas requested by the Contractor, for the scheduling of times and sequences of operations required forits Work in coordination with the Monthly Project Schedule Updates.

8.2.2 Interim Project Schedules. The Contractor, with theassistance of theSubcontractor and Separate Contractors, will also create Interim Project Schedules that will providea 3-week look ahead for the performance of upcoming Project work and document all Project workperformed during the prior 3-week period. The Subcontractor will continuously monitor theMonthly Project Schedule Update and Interim Project Schedule so as to understand andaccommodate the timing, phasing, and sequencing of operations of its Work and the work ofSeparate Contractors. The Interim Project Schedule is to be used as a working tool to evaluate anyschedule slippages and collaborate on methods for improving labor efficiency.

8.3 Prosecution of the Work.Subcontractor will commencethe Work after execution ofthis Subcontract and as directed by Contractor in a written notice to proceed. Subcontractor willdiligently prosecute and complete its Work pursuant to the most current Interim Project Schedule.The Subcontractor will coordinate its Work with the work of Separate Contractors being performedon the Project so as not to delay, impede, obstruct, hinder or interfere with the commencement,progress, or completion of the whole or any part of any work being performed on the Project, and inaccordance with the Contract Time. Contractor will determine the normal working hours for theWork and overtime shall be subject to Contractor’s prior written approval.

8.3.1 Schedule Slippage. The Subcontractor will notify theContractor within three(3) business days of any delays to its Work or other slippage in the Project Schedule as a result of itsWork and must submit a detailed recovery plan for evaluation and approval by the Contractor. Allcosts associated with the recovery will be the responsibility of the Subcontractor subject to Section8.4.

8.3.2 Acceleration. The Contractor may direct the Subcontractorto work overtime.If the Subcontractor is in compliance with the Project Schedule, the Subcontractor may submit arequest for a Change Order for the actual additional wages paid, if any, per Article 10.

8.4 Permitted Delays.If the Subcontractor is delayedin the commencement,prosecution or completion of the Work by (i) any Uncontrollable Circumstance; (ii) DesignChanges; (iii) Authority-Directed Changes in the Work or changes directed by the Contractor that were not specified, illustrated or reasonably inferable from the Contract Documents; (iv) a Changein Law; (v) Unknown Site Conditions; and/or (vi) unknown Environmental Conditions, and to theextent that the delay impacts the critical path of the Project Schedule extending the SubstantialCompletion Date, then the Subcontractor may be entitled to an extension of the Contract Time forthe same period of time that the Substantial Completion Date was delayed provided that the delaywas not caused, in whole or in part, by any fault, neglect, act or omission of the Subcontractor orthose for whom it is responsible, and subject to the provisions in Article10. Notwithstanding the above, the Subcontractor will not be entitled to any extension ofContract Time or an adjustment in Contract Price under Article 10 unless the Subcontractor (1)notifies the Contractor in writing of the cause or causes of the delay within three (3) business daysof the commencement of the delay; and (2) demonstrates that it could not have anticipated oravoided the delay and has used all available means to minimize the consequences of the delay,including application of available schedule float.

8.5 Delays Caused by Subcontractor. If the progress ofthe Work or the Project isdelayed by any fault or neglect, or act or failure to act by the Subcontractor or any of itsemployees, consultants, subcontractors or suppliers, and the delay causes any additional cost,expense, liability or damage to the Contractor (including legal fees and disbursements incurred bythe Contractor, whether incurred in defending claims arising from the delay or in seekingreimbursement and indemnity from the Subcontractor or its surety, if any), or any damages(including any liquidated damage) or additional costs or expenses for which the Contractor may orwill become liable, then the Subcontractor and its surety (if any) will compensate the Contractorfor, and indemnify it against, all such costs, expenses, damages and liability.

8.5.1 Liquidated Damages. The Contractor and Subcontractoracknowledge andagree that if Subcontractor fails to achieve Substantial Completion within the Contract Time ofMarch 31st, 2022, the Contractor will suffer damages that are both extremely difficult andimpracticable to ascertain. Therefore, Contractor and Subcontractor agree that, in the eventSubcontractor fails to achieve Substantial Completion within the Contract Time and if as a result ofthat delay the Substantial Completion Date is extended, Subcontractor will pay to Contractor asliquidated damages, and not as a penalty, the amount of$1,500per calendar day until such time thatSubstantial Completion is achieved. Payment of liquidated damages represents a reasonableestimate of fair compensation for the losses that reasonably may be anticipated. Contractor andSubcontractor acknowledge and agree that this liquidated damages provision will be Contractor’sonly remedy for delay damages caused by Subcontractor’s failure to achieve SubstantialCompletion within its Contract Time. Nothing contained in this Section 8.5.1 will preclude theContractor from recovery for actual damages caused by reasons other than the Subcontractor’sfailure to timely achieve Substantial Completion within its Contract Time including, but not limitedto, claims for actual losses incurred due to breach of contract, negligence, defective work, injury topersons or property or third party claims. Subcontractor acknowledges and agrees that theliquidated damages amount is a reasonable amount for the Contractor’s consequential damages dueto delay under the circumstances and existing at the time of the Effective Date of this Subcontract.

9. COST OF THE WORK

9.1 General.This Article 9 addresses allowable costswhen Subcontractor iscompensated for Change Order work on a cost reimbursable basis.

9.2 Direct Costs.The term“Direct Costs”means all costsfrom those categories ofSubcontractor’s own labor set forth in Section 9.2.1, subcontractor costs in accordance with therequirements of their written subcontracts, material, equipment rentals, appurtenances, and thosemiscellaneous costs set forth in Section 9.2.2, that are necessarily incurred by the Subcontractor forthe proper performance of the Work in strict accordance with the Contract Documents.

9.2.1 Direct Labor.

9.2.1.1All labor performed by Subcontractor’s employees at hourly rates thatdo not exceed the agreed maximum billing rates shown for that classification in Exhibit C.9.2.1.2All labor performed by workers directly employed by theSubcontractor to perform Work on-site as documented by weekly certified payroll reports.

9.2.2 Miscellaneous Costs.

9.2.2.1Sales, use, gross receipt, or similar taxes imposed by aGovernmental Agency that are related to the Work.

9.2.2.2That portion of required Subcontractor insurance coverage andbond premiums that can be directly attributed to the Subcontract.

9.2.2.3Fees and assessments for permits, licenses and inspections thatSubcontractor is required to pay under the Contract Documents.

9.2.2.4 Fees of laboratories for tests required by the Contract Documents.

9.2.2.5Royalties and license fees paid for the use of a particular design,process or product required by the Contract Documents.

9.2.2.6Costs of removal and disposal of debris from the site andrecycle costs not offset by recycle fees or rebates. of the Work.

9.2.2.7 Cost of document reproductionnecessary for proper execution

9.2.2.8Expenses for Subcontractor’s personnel incurred while travelingin discharge of duties connected with the Work.

9.2.2.9Costs associated with safety and protection of person andproperty required under this Subcontract.

9.3 General Conditions Costs.General Conditions Costsconsist of the followingitems of cost:

9.3.1 Labor for Subcontractor’s project management, superintending, accounting, engineering, detailing, drafting, planning and scheduling, purchasing, estimating,review and processing of Change Orders, accounting, IT, and data processing for payroll,payables and receivables, whether performed at the site or off-site offices, but only for thatportion of their time required for the Work at no more than the agreed maximum billing ratesshown for that classification in Exhibit C;

9.3.2 All costs related to on-site temporary office facilities including, but notlimited to, temporary office furniture and equipment desk and computers (inclusive of allsoftware, applications, systems, and support), devices, servers, printers, copiers, plotters, cellphones, facsimile transmissions and long-distance telephone calls, postage and parcel deliverycharges, telephone service at the site, digital cameras, etc., plus any costs for transportation,installation, minor repairs and replacements, dismantling, and removal thereof.

9.4 Overhead and Profit.The following items of costare covered bySubcontract’s Overhead and Profit:

9.4.1 Salaries and other compensation of the Subcontractor’s personnelstationed at the Subcontractor’s principal office or offices other than the site office to theextent not covered by Sections 9.2.1.1 or 9.3.1;

9.4.2 Costs of small tools, consumables, pick-up trucks for Subcontractorpersonnel staffing the Project and other Project-related “general requirements” costs approved byContractor;

9.4.3 All costs associated with repairing or correcting damaged or non-conforming Work executed by the Subcontractor or its subcontractors or suppliersprovided damage was not caused by a Separate Contractor;

9.4.4 All costs and expenses associated with Subcontractor’s principaloffice, capital expenses, including interest on the Subcontractor’s capital employed for theWork;

9.4.5 Costs due to the negligence or failure of the Subcontractor, itssubcontractors and suppliers or anyone directly or indirectly employed by any of them forwhose acts any of them may be liable to fulfill a specific responsibility under the ContractDocuments;

9.4.6 All other costs and expenses incurred in the performance of theWork under the Contract Documents not covered under the definition of Direct Costs orGeneral Conditions Costs.

10. CHANGES IN THE WORK

10.1 Change Orders.All agreed changes in the Work willonly be authorized by aContractor-executed Change Order and performed under the applicable conditions of theContract Documents. A Change Order signed by the Subcontractor indicates the Subcontractor’s agreement to changes in its Contract Price, Contract Time or other contractterms and that the adjustments in the Change Order fully and completely resolve any claim bySubcontractor regarding compensation or time arising from or related to the subject of theChange Order.

10.2 Allowed Adjustments.The Contract Price and/or ContractTime may onlybe adjusted through written Change Order under one of the following circumstances:

10.2.1Additional time or resources directed by Contractor due toan Uncontrollable Circumstance;

10.2.2Design Changes;

10.2.3An Authority-Directed Change in the scope of the Work or changesdirected by the Contractor that were not specified, illustrated or reasonably inferable fromthe Contract Documents;

10.2.4Acceleration of the Work to the extent an adjustment is directed underSection 8.3.2 and not necessary to mitigate delays caused by the negligence or contractualbreach by Subcontractor;10.2.5Extra Work required due to Unknown Site Conditions or unknownEnvironmental Conditions;

10.2.6Extra Work required due to Change of Law;

10.2.7To the extent that Contractor receives proceeds from builder’s riskinsurance attributable to damage or loss to Subcontractor’s Work, the Contract Price will beincreased by the allocable amount of such proceeds;

10.3 Contractor Initiated Changes. The Subcontractor mustsubmit a rough order ofmagnitude of the change to the Contractor within three (3) business days of receipt of the scope ofa proposed change order and a complete cost proposal, including any change in Contract Timeunder Section 8.4, within eight (8) business days of receipt.

10.4 Subcontractor Initiated Changes. The Subcontractormust give the Contractorwritten notice of a requested Change Order within five (5) business days of discovery of the factsor circumstances giving rise to the proposed change order, with contractual justification andback-up required by Sections 8.4 and 10.6 or otherwise reasonably requested by Contractor.

10.5 Submission. All claims for additional compensationto the Subcontractor will bebased on the billable rates set forth in Exhibit C and presented in writing to the Contractor andapproved by the Contractor before the expense is incurred unless Contractor directs theSubcontractor to proceed under an Interim Work Directive.

10.6 Pricing. Methods used for determining adjustmentsto the Contract Price include:(i) mutual acceptance of a lump sum adjustment properly itemized and supported by sufficient substantiating data to permit evaluation of the Direct Costs, General Conditions Costs, andOverhead and Profit, if any, as set forth in Section 10.6.1; (ii) Work performed on a time andmaterial basis plus Overhead and Profit, if any, as set forth in Section 10.6.1; or (iii) unit costsagreed upon by Contractor and Subcontractor. If the additional Work is performed on a time andmaterial basis, the Subcontractor will keep and present an itemized accounting for the Workperformed based on daily time tickets executed by the Contractor, material and equipmentinvoices, and other supporting data substantiating the amount of the Change Order. All time andmaterial costs will be limited to Direct Costs and General Conditions Costs, and the adjustment tothe Contract Price will be broken down by Direct Costs, General Conditions Costs, Overhead andProfit.

10.6.1Overhead and Profit. Adjustments to Subcontractor’s Overhead and Profiton additive and deductive Change Orders will be limited to those percentages set forth below. TheSubcontractor’s Overhead and Profit will be calculated as a percentage of the subtotal of DirectCosts and General Conditions Costs associated with the Change Order. 10%for Subcontractor on its direct subcontractorsand suppliers 10%for Subcontractor on self-performed trade work
10%maximum mark-up by Subcontractor’s direct subcontractorson theirchanged work

10.6.2Payment and Performance Bonds. If Subcontractor isrequired toprovide payment and performance bonds, then all Subcontractor proposals for any and allpotential change orders will include payment and performance bond costs at a premium not toexceed100%of the Subcontractor’s Direct Costs andGeneral Conditions costs for Work.

10.6.3Bond Riders. The following mentioned will be addedto both paymentand performance bonds as two separate bond riders (one for the payment another for theperformance bond):
1) Rialto Water Services ("RWS, LLC")437 North Riverside AvenueRialto CA 92376 2) Rialto Utility Authority, a California joint powers authority, ("RUA")335 West Rialto AvenueRialto CA 92376 3) Union Bank, N.A.350 California Street, 11th FloorSan Francisco, CA 94104

10.7 Deductive Changes. The amount of credit for deductiveChange Ordersresulting in a net decrease to the Contract Price will be the actual net decrease based on thedecrease of the Direct Costs pursuant to one of the pricing methods set forth in Section 10.6 plus a decrease in the Overhead and Profit per Section 10.6.1. When both additions and creditscovering related Work or substitutions are involved in a proposed change, the Change Orderwill be determined on the sum of the net increase or decrease. There will not be a decrease inGeneral Conditions Costs for deductive Change Orders unless the Subcontractor’s ContractTime is reduced as a result of the change.

10.8 Continued Performance. No Work will be allowed tolag pending theadjustment through Change Order, but will be promptly executed as directed, even if a disputearises.

10.9 Failure to Reach Agreement. Provided the requestedchange meets one of theconditions in Section 10.2, if the Contractor and Subcontractor cannot agree on the value of theproposed change order, or if the Contractor fails to approve or disapprove of the proposedchange within 10 business days, the Subcontractor will proceed with the Work promptly uponreceipt of a written Interim Work Directive from the Contractor and will perform the Work on atime and material basis per Section 10.6. If the Work is performed under an Interim WorkDirective, the Subcontractor must submit all required data under Section 10.6 within 10 Daysof completion of the Work covered by the Interim Work Directive in order to perfect its claim.Failure of the Subcontractor to provide the Contractor with notice of its claim and to submit thewritten claim within 10 Days of completion of the directed Work constitutes an agreement onthe part of the Subcontractor that it will not be paid for the directed Work. No claim is allowedafter the Work in question has been performed unless a written Change Order has beenexecuted or timely written notice of claim has been made by the Subcontractor. Subcontractorwill not be entitled to claim or to bring suit for damages, whether for loss of Profits orotherwise, on account of an omission of any item or portion of Work covered by the executedChange Order.

10.10Allowances. Any allowance items included in the ContractPrice set forth inExhibit C are included in the Contract Price. When the allowance item is capable of firm pricing,the Subcontractor will submit a request for Change Order under Section 10.4 to adjust theContract Price by the difference between the firm price and the amount of the allowance item.

10.11 OmittedWork. If theSubcontractoromitsWorkthatis includedin theContractDocuments,theContractorwillhavetherighttowithholdfrompaymentsdueortobecomeduetotheSubcontractoranamountwhich,intheContractor’sopinion,isequaltothevalue of Work that was omitted until the Work is performed.

10.12Contract Time Impacts and Extended Costs. The Subcontractorwill not reserve a rightto assert impact costs, extended job site costs, extended Overhead, constructive accelerationand/or actual acceleration beyond what is allowable under Article 8 and claimed in a proposedchange order under Article 10. No claims will be allowed for impact, extended Overhead costs,constructive acceleration and/or actual acceleration due to a multiplicity of changes and/orclarifications. Nothing contained in this Section will be construed as restricting the rights andremedies of Subcontractor in violation of Civil Code section 2782. If this provision is determinedto conflict with Civil Code section 2782, this provision will be reformed to provide the greatestprotection to the Contractor, Concessionaire, Authority and City under Applicable Law.

10.13Surety. All changes, additions or omissions in theWork ordered in writing by theContractor are part of the Work and will be performed and furnished in strict accordance with allof the terms and provisions of this Subcontract and the other Contract Documents. TheSubcontractor will keep its surety, if any, informed of all modifications to this Subcontract.The obligations of Subcontractor’s surety are not to be reduced, waived or adversely affectedby the issuance of Change Orders even if the Contractor fails to inform the surety of theChange Order(s) and the Contractor will not be required to obtain consent of any surety to anySubcontract modifications.

11. PAYMENTS

11.1 Progress Payments. The Contractor will make monthlyprogress payments on allundisputed Work within 45 days after approval of Subcontractor’s certified application forpayment that was properly submitted pursuant to the Contract Documents. Each application forpayment will include a completed AIA G702 cover sheet, AIA G703 schedule of values or similarforms approved by Contractor, statutory conditional waivers and release of claims (see Exhibit I)for all amounts included in the application for payment, and all other reasonably requestedback-up.

11.1.1Schedule of Values. The schedule of values will allocatethe entire DirectCosts among the various portions of the Work except that the Subcontractor’s General ConditionsCosts, Overhead and Profit will be carried on separate line items. A draft schedule of values mustbe submitted to the Contractor by the 20th day of each month in order to be included in themonthly billing cycle.

11.1.2Evaluation of Application for Payment. Subcontractorwill submit eachapplication for payment to the Contractor by the 20 th
day of each month for review and approval.The approval of an application for payment is subject to results of subsequent tests andinspections, to correction of minor deviations from the Contract Documents prior to FinalCompletion, and to specific qualifications expressed by the Contractor. The Contractor is entitledto rely on the accuracy and completeness of the information furnished by the Subcontractor andapproval will not be deemed to represent that any examination, audit, or arithmetic verification ofthe documentation submitted with the Subcontractor’s application for payment has been made orthat Contractor has verified that the Work is in accordance with the Contract Documents.

11.1.3Retention. The Contractor will withhold ten percent(5%) retentionon the entire amount of the monthly application for payment. Retention will be withhelduntil the Project achieves Final Completion.

11.1.4Change Orders. Applications for payment may includerequests forpayment on account of properly authorized changes in the Work.

11.1.5Stored Materials. Stored materials may be includedin the application forpayment provided the materials are properly stored in accordance with Section 5.14.

11.1.6Stop Payment Notices and Claims. By submitting anapplication forpayment, the Subcontractor warrants that all Work included in the application for payment hasbeen performed in accordance with the Contract Documents and that title to all Work covered byan application for payment will pass to the Authority no later than the time of payment and to thebest of the Subcontractor’s knowledge, information, and belief, will pass to the Authority free andclear of all stop payment notices, claims, security interests, or encumbrances. Subcontractor willprovide executed statutory conditional waivers and release of claims (see Exhibit I) for allamounts included in the application for payment.

11.1.7Subcontractor Payment to Tier Subcontractors and Suppliers.Subcontractor will pay amounts due to its subcontractors, consultants and suppliers no later thanthree (3) business days after receipt of payment from Contractor.

11.1.8Contractor Payment to Tier Subcontractors and Suppliers. The Contractorwill not have an obligation to directly pay any of Subcontractor’s tier subcontractors, consultantsor suppliers for Work performed unless required by Applicable Law. However, if the Contractoris aware that a stop payment notice has been given or has reason to believe that the Subcontractoris not paying its subcontractors and suppliers, the Contractor may make payment of sums due toSubcontractor through joint check or pay those subcontractors and suppliers directly and withholdthose payments from Subcontractor.

11.2 Final Payment. Upon Substantial Completion, the Subcontractorwill submit afinal payment application. If items remain to be completed at that time, then the Subcontractorin conjunction with the Contractor will create a punch list pursuant to Section 5.26. TheContractor will continue to withhold the ten percent (5%) retention until Final Completion of theProject, including completion of all punch list items. Upon Final Completion of the Project, finalpayment of the retention, if unencumbered, will be paid to the Subcontractor within three(3) business days following Contractor’s receipt of final payment.

11.2.1Contract Price Reduction. Upon Final Completion ofthe Project, theContractor may reduce the Contract Price to reflect costs charged to the Subcontractor, back-charges, or payments withheld pursuant to the Contract Documents.

11.2.2Evidence. Before issuance of final payment, Contractormay request satisfactory evidencethat (i) all payrolls, materials bills and other indebtedness connected with the Work have been paidor otherwise satisfied; (ii) insurance required by the Contract Documents will remain in force afterfinal payment and will not be canceled or allowed to expire until at least 30 Days prior writtennotice has been given to the Contractor; (iii) the Subcontractor knows of no substantial reason thatthe insurance will not be renewable to cover the period required by the Contract Documents; (iv)the surety, if any, has consented to final payment; (v) Project commissioning has occurred and theContractor has received all close-out documents required under Section 5.28 and as required bythe Contract Documents; and (vi) other data establishing payment or satisfaction of obligations,such as statutory unconditional releases and waivers of claims (see Exhibit I), security interests orencumbrances arising out of this Subcontract have been received. If any of Subcontractor’s tiersubcontractors refuse to furnish a release or waiver required by the Contractor, the Subcontractor will furnish a bond to indemnify the Contractor against stop payment notices under Section11.2.3, provided that the tier subcontractor’s work is Work for which the Subcontractor has beenpaid by the Contractor.

11.2.3Stop Payment Notice. If any claim or stop paymentnotice is made or filedagainst the City, Authority, Concessionaire, Contractor, Contractor’s payment bond, or the Projectfunds by any person claiming that the Subcontractor or any of its subcontractors or suppliers hasfailed to make payment for any labor, services, materials, equipment, taxes or other items orobligations furnished or incurred for or in connection with the Work, or if at any time there isevidence of nonpayment or of any claim or stop payment notice for which, if established, theContractor or its payment bond might become liable and that is chargeable to the Subcontractor, theContractor may, in its discretion, allow the Subcontractor to file a bond in an amount equal to125% of the claim stated in the stop payment notice pursuant to Applicable Law and the Contractorwill release the funds to the Subcontractor. If the Contractor does not permit the Subcontractor topost a bond, the Contractor will have the right to retain from any payment then due or thereafter tobecome due an amount that it deems sufficient to (1) satisfy, discharge and/or defend against anyclaim or stop payment notice action that may be brought or judgment, which may be recovered; (2)make good any nonpayment, damage, failure or default; or (3) compensate the Contractor for theclaim. The Subcontractor will indemnify and hold each Indemnified Party harmless against any andall losses, liability, damages, costs and expenses, including legal fees and disbursements, whichmay be sustained or incurred by any or all of them in connection with the Subcontractor’s failure totimely and properly make payments to its subcontractors and suppliers. The Contractor will havethe right to withhold from Subcontractor a reasonable amount for the foregoing purposes. If theamount is insufficient to cover the amount of the claim, the Subcontractor will be liable for thedifference and will make payment to the Contractor upon 30 Days written notice.

11.3 PaymentNotAcceptanceofWork. Approvalofanapplicationforpayment(final or otherwise) or partial or entire use or occupancy of the Project by the Contractor,Concessionaire, or Authority will not be used as conclusive evidence that the Work was properlyperformed or constitute acceptance of Work that is not in accordance with the ContractDocuments.

11.4 PaymentsWithheld. InadditiontotheSubcontractor’s retentionunderSection11.1.3,theContractormaywithholdpaymentsduetotheSubcontractorasmaybenecessarytocover(i)claimstotheextentdescribedinSection11.2.3;(ii)defectiveWorknotremedied;(iii)failureof Subcontractorto makeproperpaymentsto its subcontractors,consultantsorsuppliers;(iv) completion of the Subcontract if there exists a reasonable doubt that the Work can becompleted for the balance then unpaid; (v) damage to a Separate Contractor or third party causedby Subcontractor; (vi) amounts that may be due to the Contractor for claims againstSubcontractor;(vii) failure to provide Contractor with timely updates under Section 8.2.1 and 8.2.2; (viii)clean- up of Subcontractor’s work area; (ix) failure of the Subcontractor to comply withrequirements of the Contract Documents; (x) disputed amounts in the application for payment;and (xi) fines or penalties assessed against the Contractor as a result of the acts or omissions ofSubcontractor or those for whom it is responsible.

11.5 Waiver of Claims. Acceptance of final payment bythe Subcontractor willconstitute a waiver of claims by Subcontractor and its subcontractors and suppliers except forthose previously made in writing and identified by the Subcontractor as unsettled at the time offinal application for payment.

12. HAZARDOUS MATERIALS.

12.1 Regulated Substances. If Regulated Substances ormaterials (of a type legallyrequiring employer to notify its employees) are being used or stored on the Project site by theSubcontractor, its subcontractor, or anyone directly or indirectly employed or retained by them,the Subcontractor will immediately provide written notice of the chemical composition to theContractor in sufficient time to permit compliance with the law by the Contractor and SeparateContractors at the Project site. If the Subcontractor encounters a material reasonably believed tobe a Regulated Substance on site, the Subcontractor will immediately stop Work in the affectedarea and report the condition to the Contractor in writing. Work will resume in the affected areaonce the Regulated Substance is rendered harmless or removed, as determined by a licensedlaboratory retained by the Contractor.

12.2 Indemnification. To the fullest extent permittedby law, Subcontractor agrees toindemnify, defend, and hold harmless the Indemnified Parties from and against any and all loss,injury, claims, actions, proceedings, liability, damages, fines, penalties, cost and expenses,including legal fees and disbursements: (i) caused by the negligent mishandling by Subcontractoror its subcontractors and suppliers of any Regulated Substances to the extent the materials orsubstances were brought onto the Project site by the Subcontractor, its tier subcontractors ormaterial suppliers; (ii) to the extent that Subcontractor was aware of an Environmental Conditionand expressly accepted remediation as part of its Work under this Subcontract and thennegligently performs such remediation services; or (iii) to the extent that the Subcontractor, orany of its employees, subcontractors or suppliers, exacerbates a pre- existing EnvironmentalCondition, or renders the pre-existing Environmental Condition more difficult or more expensiveto investigate or remediate after obtaining actual knowledge as to the nature, location and extentof the pre-existing Environmental Condition; or (iv) to the extent that the Subcontractor or any ofits subcontractors takes action to disturb the pre-existing Environmental Condition afterdiscovery of such condition, and in taking such action fails to exercise reasonable care consistentwith Prudent Industry Practices and in accordance with Applicable Law. Defense obligations areset forth in Section 14.3.

13. INSURANCE AND BONDS

13.1 Required Insurance. The Subcontractor agrees thatit will maintain insurance,and will cause its subcontractors and consultants to maintain such insurance, and abide by theContractor’s insurance requirements, as specified in Exhibit G and Schedule R.9 of the PrimeContract. This Section 13.1 will survive the completion or earlier termination of this Agreement.

13.2 Waiver of Subrogation. Subcontractor waives all rightsagainst Contractor, City,Authority, Concessionaire, and Separate Contractors and its own subcontractors for loss ordamage to the extent reimbursed by any property or equipment insurance applicable to the Work, except such rights as Subcontractor may have to the proceeds of the insurance. If any applicablepolicies of insurance referred to in this Section require an endorsement or consent of the insurancecompany to provide for continued coverage where there is a waiver of subrogation, the owners ofthose policies will cause them to be endorsed or obtain consent.

13.3 Builder’s Risk. The Concessionaire will be providingcommercially reasonablebuilder’s risk insurance for the Project on a replacement cost basis. This insurance will cover theinterests of City, Authority, Contractor, Subcontractor and tier subcontractors in the Project. Ifthere is a covered loss affecting the Work, Contractor will pay Subcontractor it’s just shares ofinsurance proceeds received by Contractor, and Subcontractor by appropriate written agreementswill require its tier subcontractors to make payments to their subcontractors in similar manner.Contractor shall provide the builder’s risk insurance and shall add the City of Rialto and RialtoWater Services, LLC as additional insured.

13.4 Option for Subcontractor Bonds. If Contractor notifiesSubcontractor in writingany time prior to the notice to proceed with the Work that Contractor will require Subcontractorto provide payment and performance bonds, then Subcontractor will furnish a payment and aperformance bond to the Contractor, each in the amount requested by Contractor, within 10business days of Contractor’s notice. The Contract Price will be adjusted by Change Order forthe amount of the bond premium based on the percentage shown in Section 10.6.2. The suretysupplying the bonds must be an admitted surety insurer, as defined in Code of Civil ProcedureSection 995.120, authorized to do business as a surety in the State of California, and be listed inthe current list of “Companies Holding Certificates of Authority as Acceptable Sureties onFederal Bonds and as Acceptable Reinsuring Companies” as published in Circular 570(amended) by the Audit Staff, Bureau of Government Financial Operations, U.S. TreasuryDepartment except that the surety must have no less than a A-IX rating by A.M. Best. All bondsshall be in the form acceptable to Contractor. All bonds signed by an agent must be accompaniedby a certified copy of such agent’s authority to act. Failure to furnish the required payment andperformance bonds to the Contractor within the 10 business day time period constitutes a defaultunder this Subcontract and the Contractor will have all of the rights and remedies provided underthis Subcontract and afforded by law.

13.4.1Payment of Subcontractors. Without limiting the responsibilitiesofSubcontractor and its surety (if any) under the terms of this Subcontract, Subcontractor and itssurety (if any) agree to promptly pay all lawful claims of the Subcontractor’s tier subcontractors,material men, laborers, persons, firms or corporations for labor or services performed or materials,supplies, machinery equipment, rentals, fuels, oils, tools, appliances, insurance and other itemsfurnished, used, or consumed in connection with the prosecution of the Work including ChangeOrders, and will indemnify and save harmless the Indemnified Parties from and against allliability, loss, damage and expense, including interest, costs and attorneys’ fees, which theIndemnified Party may sustain by reason of Subcontractor’s or its surety’s failure to do so.

14. INDEMNIFICATION

14.1 Subcontractor’s Performance. To the fullest extentpermitted by law and publicpolicy of the State of California, but subject to Section 14.2, Subcontractor will indemnify, protect, defend and hold harmless the Indemnified Parties and each of them, from and against anyand all claims, demands, causes of action, damages, costs, expenses, actual attorneys’ fees, lossesor liabilities, in law or equity, of every kind and nature whatsoever arising out of or in any wayrelating to (i) this Subcontract; (ii) actual or alleged acts or omissions by Subcontractor or any ofits tier subcontractors, vendors, suppliers, employees, or persons for whom it is responsible,regardless of whether the acts or omissions are negligent; or (iii) the Work, including, but notlimited to claims for:

14.1.1Personal injury, including bodily injury, sickness or disease, or death toany persons, employees or agents of Subcontractor, any Indemnified Party, or any SeparateContractor, and/or damage to property of anyone (including loss of use) other than to the Work,caused or alleged to be caused in whole, or in part, by any actual or allegedly negligent act oromission of Subcontractor or anyone directly or indirectly employed by Subcontractor or anyonefor whose acts Subcontractor may be liable regardless of whether the personal injury or propertydamage is caused in part by an Indemnified Party.

14.1.2Penalties, fees and costs imposed on account of the violation of anyApplicable Law, including CalOSHA violations, orders, citations, rules, regulations, standards,ordinances or statutes, caused by the act or omission of the Subcontractor or those for whom itis liable.

14.1.3Failure to obtain necessary licenses for performance of the Work andinfringement of any Intellectual Property rights (including copyright or patent) that are broughtagainst Contractor, City, Authority or Concessionaire arising out of the Work.

14.1.4Project claims or stop payment notices for labor performed or materialsused or furnished to be used for the Work, including all incidental or consequential damagesresulting to an Indemnified Party from stop payment notices provided Subcontractor receivedpayment for the Work at issue.

14.1.5Any vicarious liability, whether real or alleged, of Indemnified Parties,arising or alleged to arise from any negligent acts, errors or omissions of Subcontractor or any ofits tier subcontractors or consultants.

14.1.6Failure of Subcontractor to comply with the insurance provisions set forthin Article 13 and Schedule R.9 of the Prime Contract.

14.1.7Claims by third parties, including Separate Contractors, alleging or arising,in whole or in part, out of actual or alleged acts or omissions by Subcontractor, any of itssubcontractors or suppliers (regardless of tier), and/or any of its or their respective directors,officers, employees, agents, partners, affiliates, subsidiaries, parents, successors and assigns(including without limitation, claims regarding alleged or actual delays, failure to cooperate orcoordinate, damage to work performed by others, interferences, disruption, etc.).

14.1.8Any violation or infraction by Subcontractor of any Applicable Law,order, citation, rule, regulation, standard, ordinance or statute in any way relating to the occupational health or safety of employees including, but not limited to, the use of Contractor’sor others’ equipment, hoists, elevators, or scaffolds.

14.1.9Indemnification for Regulated Substances and Environmental Conditionspursuant to Section 12.2.

The specific listing in Subsections 14.1.1 through 14.1.9 will not in any way limitSubcontractor’s agreement to indemnify any Indemnified Party for all acts and omissions of theSubcontractor and anyone for whom Subcontractor is responsible in the performance of theWork and other obligations under this Subcontract including the amount or type of damages,compensation or benefits payable by or for Subcontractor under the Workers’ CompensationActs, disability benefit acts or other employee benefit acts. The obligation to defend andindemnify will apply even if Subcontractor is not actively involved in the events that give riseto the claims for which a defense or indemnity is sought.

14.2 Exceptions.The defense and indemnification provisionsin this Article 14 willextend to claims occurring after this Subcontract is terminated as well as while it is in force.Such provisions apply regardless of any passive negligence of any Indemnified Party.Subcontractor, however, will not be obligated under this Subcontract to indemnify anIndemnified Party for claims arising from that Indemnified Party’s sole or active negligence orwillful misconduct. Subcontractor will not be required to provide a defense or to indemnifyContractor to the extent of Contractor’s own active negligence, provided that Subcontractorwill continue to indemnify Contractor and provide a defense to the extent and in proportion tothe degree that the Contractor is not actively negligent. Nothing herein will be construed toimpose any obligation in conflict with the provisions of Civil Code section 2782, 2782.05,and/or Insurance Code section 11580.04. In the event of a conflict, the provision conflictingwith Civil Code section 2782, 2782.05, and/or Insurance Code section 11580.04 will bereformed to provide the greatest protection to the Indemnified Parties allowed under the law.

14.3 Duty to Defend. The Subcontractor will:

14.3.1At Subcontractor’s own cost, expense and risk, defend all claims asrequired in Section 14.1 that may be brought or instituted by third persons including, but notlimited to, Governmental Agencies or employees of Subcontractor, against the IndemnifiedParties;

14.3.2Pay and satisfy any judgment or decree that may be rendered againstthe Indemnified Parties arising out of a claim covered by Section 14.1; and/or

14.3.3Reimburse the Indemnified Parties for any and all legal expense incurredby any of them in connection with the claim or in enforcing the indemnity granted in thissection.

The duty to defend will apply, and Subcontractor will be required to furnish a defense,notwithstanding that there has not yet been an adjudication or finding of liability on the part ofthe Subcontractor or any Indemnified Party, or as to whether an exception to provide a defense or indemnity may apply.

14.4 Survival.This Article 14 will survive Final Completionof the Project ortermination of this Subcontract.

15. WARRANTY AND GUARANTEES

15.1 Warranty.Subcontractor expressly warrants that allWork will be of appropriatequality, free from defects, and conforming to the Contract Documents and Applicable Laws.Subcontractor’s warranty excludes damage due to improper or insufficient maintenance,improper operation, or normal wear and tear under normal usage. Subcontractor will procure alltier subcontractor and manufacturer express warranties required under the Contract Documentson Contractor’s behalf and will transmit the warranties to the Contractor as part of its close-outdocumentation. This provision will survive Final Completion of the Project or termination ofthis Subcontract.

15.2 Correction of Nonconforming Work.For a period ofone (1) year commencingfrom Substantial Completion or the date of repair, whichever is later, and for longer periodsspecified in the Contract Documents for certain equipment manufacturers or suppliers, theSubcontractor will provide all labor, materials, and equipment necessary to promptly repair orreplace any and all deficient, defective or non-conforming Work, provided that the Work wasproperly maintained and used, together with any other Work that is damaged during repair orreplacement, without expense to the Contractor (including any additional re-inspection fees). Ifthe Contractor’s operations or use are impaired by the defective or deficient Work or itscorrection, the Subcontractor shall use such overtime labor and timesaving procedures as theContractor may require at the Subcontractor’s expense. Establishment of the one (1) year periodfor correction of Work relates only to the Subcontractor’s express warranty on workmanship andspecific obligation to correct defective or non-conforming Work, and has no relationship tostatute of limitations periods for legal claims arising from this Subcontract.

15.2.1The Subcontractor shall provide on-site troubleshooting services withinfive (5) days after receipt of notice in writing from Contractor of a problem with the Work.Contractor is hereby authorized to repair any defective or non-conforming Work, and theSubcontractor and its surety (if any) shall be liable for the cost thereof, if 10 days after giving ofsuch notice to the Subcontractor, the Subcontractor has failed to make or undertake the repairswith due diligence. In case of emergency, where, in the opinion of Contractor, delay could causeserious loss or damage, repairs may be made without notice being sent to the Subcontractor, andthe expense in connection therewith shall be charged to the Contractor, and its surety (if any) shallbe liable for the cost thereof.

15.2.2Also, as part of the close-out documentation for Substantial Completion,the Subcontractor shall execute and submit a completed “Warranty Form” in the format includedin Exhibit J, for the Work, and any portion of the Work possessed. The Warranty Form shall besubmitted prior to Substantial Completion or within five (5) days of the occupancy or use of aportion of the Project, whichever is applicable.

15.2.3Priortotheexpirationoftheworkcorrectionperiod,ContractorreservestherighttoholdameetingandrequiretheattendanceoftheSubcontractor. Thepurposeofthemeetingistoreviewwarranties,bonds,andmaintenancerequirements,anddeterminerequiredrepair or replacement of defective items.

15.3 Updated Information.The Subcontractor shall directall of its equipmentsuppliers and/or manufacturers to promptly provide to it and to Contractor any and allinformation concerning product defects or other problems and shall promptly forward toContractor any such information received, whether before, during, or after the warranty period.

16. DOCUMENT RETENTION & EXAMINATION

16.1 Records. The Subcontractor will keep full and detailedaccounts and exercisecontrols as may be necessary for proper financial management under this Subcontract. TheContractor and Concessionaire will have the right during normal business hours to audit andcopy the Subcontractor’s documents related to this Project including, but not limited to,records, books, estimates, correspondence, instructions, drawings, receipts and invoices formaterials, supplies and equipment, temporary facilities, etc., contracts, purchase orders,vouchers, memorandums, Change Orders and all substantiating documentation, certifiedpayroll, and bid documents in order to evaluate accuracy and completeness of Subcontractor’sbilling. Should the audit disclose a material discrepancy from the payment applications orrequirements of the Contract Documents, then in addition to repaying Contractor all sums dueand owing, Subcontractor will pay8% annual interestcomputed monthly from the date of theoverpayment. Subcontractor agrees to remit payment of all monies due and owing no laterthan 30 Days after receipt of notice or, at Contractor election, Contractor may deduct thesums against any monies due to Subcontractor. The Subcontractor will preserve all Projectrecords for a period of at least 10 years after final payment or termination, or for such longerperiod as may be required by law. The Subcontractor will incorporate Article 16 auditingprovisions into all its subcontracts for the Project and require its subcontractors to keepdetailed and accurate accounting records for their portion of the Work for a period of at least10 years.

17. DISPUTE RESOLUTION PROCEDURE

17.1 General. “Disputes”are disputes, claims, or othermatters in question betweenthe Subcontractor and the Contractor arising out of or connected to this Project, includingbreach of contract. All Disputes will be resolved as provided in this Article 17, which articlewill survive Final Completion of the Project or termination of this Subcontract.

17.2 Notice and Informal Resolution.Either party may initiatethe disputeresolution procedures stated in this Article by providing the other party with written notice of apotential Dispute which specifies in reasonable detail the basis of the Dispute and the remedysought. The Subcontractor must give notice of a potential Dispute to the Contractor within 14Days following the occurrence of the event or condition or circumstance giving rise to thepotential Dispute or else all claims related to the Dispute are waived. Under no circumstanceswill a claim be made if it is barred by applicable statutes of limitation or repose. The authorized representatives of the parties will meet within seven (7) Days of receipt of a notice of potentialDispute and make good faith efforts to resolve it.

17.3 Senior Executive Meeting.If the authorized representativesof the parties areunable to resolve the Dispute, either party may request a meeting of senior executives of eachparty for the purpose of resolving the Dispute. Each party’s senior executive will review theDispute in detail and then meet face-to-face to discuss and use good faith efforts to resolve thematter (“Senior Executive Meeting”). The Senior ExecutiveMeeting will occur no later than 14Days after the request made by a party for the meeting, unless the parties agree upon a longerperiod of time.The parties will promptly designate a senior executive for purposes of this section. Any partymay, if necessary, designate by notice a different senior executive at any time during the courseof the Project. The Senior Executive Meeting will be for the express purposes of (a) exchangingand reviewing all pertinent non-privileged documents and information relating to the mattersand issues in the Dispute; (b) freely and candidly discussing each party’s position; and (c)reaching agreement upon a reasonable, compromise resolution of the Dispute. If a negotiatedsettlement is reached, the terms of the settlement will be recorded in a written Change Order(prior to Final Completion) or a written settlement agreement (after Final Completion) signed bythe parties.

17.4 Binding Arbitration.If the senior executives cannotresolve the Dispute asset forth above, the matter must be resolved through arbitration in accordance with thefollowing arbitration procedures:

17.4.1Joinder. The Prime Contract requires binding arbitrationof disputesarising under it that are not informally resolved. Each of Contractor and Subcontractor consentto the joinder of any other parties, including Concessionaire, Authority or City, to the arbitrationif the Disputes under this Subcontract and claims of other parties arise from the same,substantially the same, or interrelated facts, issues or incidents, or where separate arbitration ofdisputes creates risk of inconsistent awards or results. The Subcontractor has no right to join inproceedings between the Contractor and the Concessionaire unless the Contractor consents to thejoinder.

17.4.2Location. The arbitration shall take place at LosAngeles, California, orat such other location as the Contractor and Subcontractor may agree, unless the Dispute isbeing arbitrated as a part of a larger arbitration under the Prime Contract, in which case thearbitration of the Dispute will be at the location of the arbitration proceeding under the PrimeContract. The arbitration of the Dispute will be in accordance with the terms of this Section17.4 and the Arbitration Rules.

17.4.3Arbitration Notice. Upon the occurrence of a Dispute,and failure of theparties to resolve the dispute through the informal processes described above, either party mayinitiate the arbitration process by giving written notice to the other parties (“ArbitrationNotice”) or as set forth in the Arbitration Rules.

17.4.4Appointment of Arbitrator. Within 30 days of the ArbitrationNotice, the Contractor and Subcontractor will agree upon the appointment of a single mutually approvedarbitrator. The arbitrator shall be a retired judge from the California Superior Court or a retiredjudge or magistrate judge from the United States District Court for the Southern District ofCalifornia. Such retired judge may be, but is not required to be, affiliated with a private disputeresolution service such as the American Arbitration Association or JAMS. No party to theproceeding may propose a retired judge who previously served in a judicial post in SanBernardino County, California. If the Contractor and Subcontractor are the only parties to thearbitration and are unable to agree upon a single arbitrator within the 30-day period, then theContractor and Subcontractor will each designate an arbitrator, and the arbitrators so designatedby the Contractor and Subcontractor will, within 15 additional days, agree upon a thirdindependent arbitrator. If the Dispute is being resolved under joinder to an arbitration under thePrime Contract, then the arbitrator(s) will be the arbitrator(s) selected pursuant to the PrimeContract. The parties shall mutually cooperate to retain the arbitrator(s) upon terms and conditionsmutually satisfactory to the parties as soon as practicable after selection of the arbitrator(s).

17.4.5Fees. The fees of the arbitrator(s) will be splitequally among theparties unless the arbitrator(s) award(s) fees to the prevailing party as set forth in Section17.4.7.

17.4.6Discovery. For a period of 90 days following theappointment of thearbitrator(s) (or such longer period as the parties may mutually agree or the arbitrator(s)may direct), the parties to the arbitration will have the right to engage in discovery relevantto the matters in dispute pursuant to the discovery rules of the California Code of CivilProcedure. 17.4.7Arbitration Rules. The arbitrator(s) will decidedisputes pursuant to theArbitration Rules in force at the time of the arbitration. The arbitrator(s) will be required tomake a final determination, not subject to appeal, within 120 days from the designation of thearbitrator(s), and the parties to the arbitration will be bound by the terms of the finaldetermination. The determination by the arbitrator(s) will be made in writing and will containwritten findings of fact, and may be specifically enforced by a court of competent jurisdiction.The arbitrator(s) will determine a fair and equitable allocation of the reasonable expenses ofthe parties involved in the arbitration that are incurred in connection with the resolution of anydispute hereunder. Each party to the arbitration will bear its own attorney’s fees, unless thearbitrator(s) determines that the nature of the action or defense of the losing party wasfrivolous, in which event the arbitrator will determine a fair and equitable attorney’s fee to bepaid by the losing party or parties to the prevailing party or parties.

17.4.8Independence. The arbitrator(s) will retain independenceof all partiesto the arbitration, and no party shall engage or attempt to engage the services of thearbitrator(s) for any other purpose without prior written notice to the other parties.

17.5 Continuation of Work.Subcontractor must diligentlycontinue to prosecute itsWork, including Work that is disputed between Contractor and Subcontractor, and Contractormust continue to make all undisputed payments to Subcontractor, regardless of the existence of aDispute or the pendency of dispute resolution proceedings between Subcontractor and Contractor.

17.6 Pass-through to Subcontractors.The Subcontractor will cause the provisionsof this Article 17 to be incorporated in the subcontracts with subcontractors of any tier.

18. TERMINATION

18.1 Contractor for Cause.The Contractor may terminatethis Subcontract upon notless than seven (7) Days written notice and an additional seven (7) Days to commence curing ifthe Subcontractor is in material breach of any term or provision of this Subcontract. The noticewill set forth the reason for termination and the effective date of termination after the period tocure. If the Contractor terminates this Subcontract for cause, the Subcontractor will not beentitled to any further payments until Final Completion of the Project. The Subcontractor willbe entitled to payment for Work rendered through the effective date of termination upon FinalCompletion of the Project, less any amounts the Contractor expended for others to perform theWork set forth in this Subcontract or paid under other contracts as a result of theSubcontractor’s breach. Nothing stated in this paragraph will prevent the Contractor frompursuing and recovering any damages allowed by law from Subcontractor arising out of thebreach of this Subcontract. If a duly appointed arbitrator deems that termination of theSubcontractor was wrongful or otherwise improper, the termination will be deemed atermination for convenience under Section 18.2.

18.2 Termination By Contractor For Convenience.The Contractormay terminatethis Subcontract for convenience upon seven (7) Days written notice at any time. The noticewill state the extent and effective date of termination. The Subcontractor will be entitled toreceive(i) payment for all Work properly completed through the effective date of termination; (ii)the reasonable cost incurred by Subcontractor in securing and protecting the Work inprogress against loss, damage, or deterioration; and (iii) no more than two (2) weeks ofdemobilization costs, plus any cancellation charges of suppliers, and other special costsapproved by Contractor in advance. Subcontractor will not be entitled to receivecompensation for the portion of the Work not performed or any lost profits. All disputesover termination will be resolved under Article 17.

18.3 Termination by Subcontractor for Cause.The Subcontractormay terminate thisSubcontract upon 15 Days written notice and an additional 15 Days opportunity to cure, if theContractor fails to make payment to the Subcontractor in accordance with this Subcontract or ifthe Project is suspended and all labor is ceased for more than 60 days provided that thesuspension was not caused or due to any fault or neglect of the Subcontractor or those for whomit is responsible. The Subcontractor will be compensated for Work performed through theeffective date of termination.

19. MISCELLANEOUS PROVISIONS

19.1 Governing Law. This Subcontract will be governedand construed in accordancewith the laws of the State of California without regard to the principles of the conflict of laws.Both parties agree that any enforcement of a judgment or alternative dispute award will be filedwith the appropriate court of law in San Bernardino County.

19.2 Notice.Any notice required to be given by this Subcontractwill be in writing anddeemed effective upon: (a) the date of personal delivery, if received by the addressee before 5:00p.m. local time on a business day; (b) three (3) business days after being sent via registered orcertified mail with a return receipt requested; or (c) one (1) business day after being sent byovernight commercial courier providing next-business-day delivery. Notices will be addressedto the following respective parties:

Contractor:Chandrasekar VenkatramanVeolia Water West Operating Services,Inc.437 N Riverside Ave Rialto, CA92376 Subcontractor:

19.3 Effective Date.The Effective Date set forth aboveis the date as to which allContract Documents have reference for purposes of coordination of their meaning and effect.Any Work commenced and any payments made pursuant to an award or letter of intent prior tothe execution hereof will be deemed to have been done and paid after the Effective Date andgoverned by the terms of the Contract Documents.

19.4 Survival.The warranty, liability, indemnity, insurance,audit, and ownership ofWork Product/Intellectual Property provisions of this Subcontract, along with the provisions ofthis Article 19, shall survive its termination or final settlement. The provisions of thisSubcontract relating to bonds, termination and settlement of disputes and claims shall survive itstermination, but not its final settlement.19.5 Remedies.The remedies reserved for Contractor hereinshall be cumulative andadditional to any other or further remedies provided in law or equity.

19.6 Severability.The terms and conditions of this Subcontractwill be interpreted inaccordance with their plain meaning, and not strictly for or against either party. Any rule ofconstruction or interpretation to the contrary will be of no force or effect with respect to thisSubcontract. If a duly appointed arbitrator finds any term or provision of this Subcontract to bevoid or unenforceable for any reason, such term or provision will be deemed severed, and theremainder of the Subcontract will remain in full force and effect according to its terms andprovisions, to the maximum extent permitted by law.

19.7 Commencement of Statute of Limitations.Causes ofaction between the partiesto this Subcontract pertaining to acts or failures to act will be deemed to have accrued and theapplicable statutes of limitations will commence to run not later than either the date of SubstantialCompletion for the Project, or the date of a recorded notice of completion, whichever is later.

19.8 Waiver. No action or failure to act by the Contractoror Subcontractor waives any right or duty afforded them under this Subcontract, nor will such action or failure to actconstitute approval of or acquiescence in a breach of this Subcontract, unless specifically agreedto in writing.

19.9 Assignment of Contract.The Contractor and Subcontractor, respectively, bindthemselves, their partners, successors, assigns and legal representatives to the other party to thisSubcontract and to the partners, successors, assigns and legal representatives of the other partywith respect to all covenants of this Subcontract. The Subcontractor may not assign thisSubcontract without the written consent of the Contractor, and any unconsented assignment isvoid. This Subcontract may be assigned, without the consent of Subcontractor, to theConcessionaire or an assignee or designee of the Concessionaire including the City, Authority oran assignee or designee of the Secured Parties if the Prime Contract is terminated, contingentupon the Contractor, Concessionaire, or such assignee or designee providing written notice toSubcontractor that the Concessionaire or such assignee or designee is taking this Subcontract byassignment.

19.10Confidentiality and Non-Disclosure.During the performanceof the Work, andfor 10 years after Final Completion, Subcontractor shall not release information regarding theWork, except for information that is in the public domain, to any person. Noncompliance by theSubcontractor or others under the control or direction of the Subcontractor with this obligationshall be sufficient cause for Contractor immediately to terminate this Subcontract for causewithout prior written notice, and shall entitle Contractor to injunctive and other relief from acourt of competent jurisdiction. In addition, Subcontractor agrees to comply with any morerestrictive confidentiality requirements imposed by Concessionaire in the Prime Contract.Subcontractor acknowledges that certain information disclosed by Subcontractor and inpossession of Contractor, Concessionaire, Authority or City may be subject to disclosure underthe Public Records Act (California Government Code Section 6250 et seq.).

19.11 Modifications.All modifications to the terms andconditions set forth in thisSubcontract must be in writing and signed by an authorized representative of each party.19.12Counterparts.This Subcontract may be executed incounterparts, each ofwhich will be deemed an original, and all of which when taken together will constitute oneinstrument.

19.13Section Headings.The section headings containedin this Subcontractare for reference purposes only and will not in any way affect the meaning orinterpretation of this Subcontract.

19.14Time is of the Essence. Time is of the essence withrespect to each andevery provision of the Contract Documents.

19.15Legal Citations. Legal citations to statutory requirementsare included inthe Subcontract and the General Conditions to the Subcontract for convenience and anomission of any statutory requirement will not relieve the Subcontractor or itssubcontractors from compliance with the law.

19.16State Licensing Requirements.CONTRACTORS ARE REQUIRED BYLAW TO BE LICENSED AND REGULATED BY THE CONTRACTORS’ STATELICENSE BOARD WHICH HAS JURISDICTION TO INVESTIGATE COMPLAINTSAGAINST CONTRACTORS IF A COMPLAINT REGARDING A PATENT ACT OROMISSION IS FILED WITHIN FOUR (4) YEARS OF THE DATE OF THE ALLEGEDVIOLATION. A COMPLAINT REGARDING A LATENT ACT OR OMISSIONPERTAINING TO STRUCTURAL DEFECTS MUST BE FILED WITHIN 10 YEARS OFTHE DATE OF THE ALLEGED VIOLATION. ANY QUESTIONS CONCERNING ACONTRACTOR MAY BE REFERRED TO THE REGISTRAR, CONTRACTORS’ STATELICENSE BOARD, P.O. BOX 26000, SACRAMENTO, CA 95826.

19.17Entire Agreement.The Subcontract and Contract Documentsconstitutethe entire agreement between the Contractor and the Subcontractor and supersede anyand all contemporaneous or prior oral and written negotiations, representations, oragreements by the parties with respect to the subject matter of this Subcontract.

This Subcontract is entered into as of the Effective Date first written above.

Contractor Subcontractor
Veolia Water West Operating Services, Inc.[NAME]
By:

By:_
Name:

Name:

Title:

Subcontractor License No.Date: __________________

EXHIBIT A

DEFINITIONS

1. DEFINED TERMS

1.1 “Applicable Law”means any federal, State, local (orother political subdivision)constitution, statute, law, rule, code, regulation, consent decree, consent order, consentagreement, permit, Governmental Approval, any determination or order entered, promulgated orapproved by any Governmental Agency having jurisdiction, any common law or principle ofcommon law applicable to, as the case may be, any of the Work, Project, parties, activities,requirements or obligations of the parties under the Subcontract.

1.2 “Arbitration Rules”means California Code of CivilProcedure, section 1280 etseq., as may be amended by the California State Legislature.

1.3 “Authority”means the Rialto Utility Authority, aCalifornia joint powers authority.

1.4 “Authority-Directed Change”means changes to the Projectscope illustrated inthe Construction Documents.

1.5 “Change of Law” means any of the following events occurring after theEffective Date:

1.5.1 the adoption, modification or repeal, or change in interpretation orapplication, of any Applicable Law; or

1.5.2 the modification, change in interpretation or application, or imposition ofany material conditions, restrictions or limitations in any Governmental Approval, which imposeslimitations, additional costs or burdens with respect to Subcontractor’s obligations under thisSubcontract.

1.6 “ChangeOrder”isamutuallyagreedwrittenorderamendingtheContractTime,ContractPriceorothercontractterms.AllChangeOrderswillbeexecutedbytheSubcontractorand Contractor.

1.7 “City”means the City of Rialto, California.

1.8 “Construction Documents”means the permitted plans,specifications,calculations (if required) and other technical documents and reports describing the Work andlisted in Exhibit B as the Construction Documents.

1.9 “Contract Documents” are those documents set forthin Article 3 of theSubcontract and all subsequent contract modifications issued after execution of the Subcontractsuch as Change Orders.

1.10 “Contractor”means Veolia Water West Operating Services,Inc.1.11 “Contract Price”is the lump sum price set forth inSection 7.1 of theSubcontract for completing all Work in strict accordance with the Contract Documents, subjectto adjustments through approved Change Order.

1.12 “Contract Time”is the period of time allotted underthe Project Schedule setforth in Exhibit E for the Subcontractor to achieve Substantial Completion.

1.13 The word“delay”means any and every delay, obstruction,hindrance,interference, loss of productivity, or inefficiency of any kind.

1.14 “Design Change”means any change in the ConstructionDocuments thatmaterially affects Subcontractor’s performance of the Work.

1.15 “Direct Costs”is defined in Section 9.2 of the Subcontract.

1.16 “Effective Date”means the date agreed upon by theSubcontractor and Contractorfor the effectiveness of the Subcontract, which is set forth on page 1 of the Subcontract.

1.17 “Environmental Condition”means the presence of anyRegulated Substance onor at the Project site or any other location included in the sewage collection system or waterdelivery system, including the presence in surface water, groundwater, soils, or subsurface strata,or the migration of such a Regulated Substance from the Project site.

1.18 “Excluded Approvals”means those permits and approvalslisted in Exhibit F.

1.19 “Final Completion”occurs on the date when Subcontractorhas completed all Workin accordance with the Contract Documents; all final punch list items have been completed andaccepted by the Contractor; the Project has been commissioned in accordance with the writtentesting and commissioning procedures; all close-out documentation required under the ConstructionDocuments have been transmitted to the Contractor; a certificate of occupancy, if applicable, hasbeen issued by the Governmental Agency having jurisdiction over construction of the Project; andconfirmation of achievement of Final Completion from the Independent Engineer (if required) hasbeen received.

1.20 “Financing Party”means any Person that provides debtor equity financing toConcessionaire, including conduit issuers, financial institutions, bondholders, financial insurers,and hedge providers, or any agent or trustee acting on behalf of such Person (including the bondtrustee acting on behalf of the bondholders), or that is from time to time a party to, or has rightsunder, any Financing Document.

1.21 “Financing Document”means any loan agreement, trustagreement, creditagreement, continuing disclosure undertaking, tax agreement, pledge agreement, securityagreement or other financing agreement or arrangement that Concessionaire may enter into in connection with the Concessionaire financing or additional Concessionaire financing (whetherby means of loans, financial insurance, letters of credit, guarantees, or any other means), anybond documents, the trust agreement or the depositary agreement and any hedging agreementand, in each case, the security agreements execute in connection therewith.1.22 “General Conditions”means the general conditionsattached to this Subcontract asExhibit H. The Subcontractor will have those obligations described of subcontractors in theGeneral Conditions to the extent applicable to the scope of this Subcontract.

1.23 “General Conditions Costs”means those costs describedin Section 9.3 of theSubcontract.

1.24 “Governmental Agency”means any legislative, executive,judicial, oradministrative department, board, commission, court, agency or other instrumentality of theFederal, State or local government, including a joint powers agency formed by two (2) or more ofthe foregoing.

1.25 “Governmental Approval”means any permit, license,approval, consent or otherauthorization which is required under Applicable Law for the Work or for the performance of anyof the obligations under this Subcontract.

1.26 “Indemnified Party”includes Contractor, Concessionaire,City, Authority,Trustee and each Financing Party (including Secured Parties) and their respective officers,agents, directors, partners, members, employees, affiliates, parents and subsidiaries.

1.27 “Independent Engineer”means any independent thirdparty engineer appointedpursuant to the Prime Contract to fill the role of Independent Engineer under the Prime Contract.

1.28 “Intellectual Property”means any patents, copyrights,trade secrets, licensedsoftware, proprietary technology or systems, or other intellectual property right owned orlicensed in accordance with Applicable Law.

1.29 “Interim Project Schedule”is a detailed work plancreated by the Contractor toprovide a three-week look ahead of upcoming work by Project contractors as well asdocumentation of Project work completed three weeks prior.

1.30 “Interim Work Directive”means a written directiveissued by the Contractorauthorizing the Subcontractor to proceed with a modification to the scope of Work. The InterimWork Directive is not a Change Order and will only be assembled and issued when there is notadequate time to process a Change Order prior to proceeding with revisions to the scope of theWork or where there is disagreement as to whether an item is included scope. The Subcontractor isresponsible for providing rough order of magnitude pricing to the Contractor for use in assemblingthe Interim Work Directive.

1.31 “Monthly Project Schedule Updates”is a monthly schedulecreated by theContractor incorporating the activities and schedule updates of the contractors on the Project.

1.32 “OverheadandProfit”istheamountincludedintheContractPriceforallcostsassociatedwiththosecategoriesofitemssetforthinSection9.4oftheSubcontractandallprofitassociatedwithperformanceoftheWork,aswellasthepercentagesetforthinSection10.6.1asthe mark-up for any Change Order Work.1.33 “Permitted Delay”means a delay qualifying for anextension of the date forSubstantial Completion under Section 8.4 of the Subcontract.

1.34 “Person”means any natural person, corporation, limitedliability company,partnership, firm, association, Governmental Agency or any other entity whether acting in anindividual, fiduciary or other capacity.

1.35 “Prime Contract”means the Operations and MaintenanceSubcontract made asofNovember 29, 2012between Concessionaire and Contractorand the executed Final WorkAuthorization for the Project.

1.36 “Project”means the project described by the ConstructionDocuments set forthin Exhibit B.

1.37 “Project Schedule”means the schedule included inthe Subcontract as Exhibit E,as adjusted per the Subcontract.

1.38 “Prudent Industry Practices”means those methods,techniques, standards andpractices which, at the time they are employed and in light of the circumstances at the time, aregenerally accepted as reasonably prudent in the wastewater treatment and collection or drinkingwater distribution industry or recycled water delivery industry as practiced in the Western UnitedStates and particularly in California for water and wastewater facilities of a similar size and used forsimilar purpose as the Project. Prudent Industry Practices is not necessarily defined as the optimalmethods, techniques, standards or practices to the exclusion of others, but rather to refer to a rangeof methods, techniques, standards and practices that are reasonable under the circumstances.

1.39 “Record Documents”are described in Section 5.23 ofthe Subcontract.

1.40 “Regulated Substances”means any pollutant, contaminant,substance, hazardoussubstance, hazardous material, toxic substance, toxic pollutant, solid waste, municipal waste,industrial waste, or hazardous waste, petroleum or petroleum-derived substance, asbestos, orpolychlorinated biphenyls, that is defined as such in, is subject to regulation under, or may formthe basis for any requirement for investigation or remediation under, any Applicable Law.

1.41 “Secured Parties”means the bond trustee, in its capacityas trustee under the bondindenture; the bondholders and any other agents acting on behalf of the bondholders under the bonddocuments, including any depository bank, collateral agent and the Trustee; and the holders of anywater authority parity debt or wastewater authority parity debt and any other agents acting on behalfof such holders, including any depositary bank, collateral agent or trustee.

1.42 “Separate Contractors”means, as applicable, another subcontractor ofContractor, a separate contractor of the Authority, City, Concessionaire, or any subcontractors ofany of the foregoing to the extent they are doing work on or adjacent to the Project site.

1.43 “Subcontractor”is defined on page 1 of the Subcontract.

1.44 “Substantial Completion”means the date when (1) theProject is sufficientlycomplete according to the Construction Documents, Contract Documents and the written testingand commissioning procedures to allow the Contractor to utilize the Project for its intendedpurpose and for the Contractor to begin training staff in the Project’s operation; (2) theIndependent Engineer (if required) and Governmental Agency with jurisdiction has provided allnecessary sign-offs and approvals for the use or occupancy of the Project.

1.45 “Substantial Completion Date”is the date shown inthe approved ProjectSchedule as the milestone for Substantial Completion.

1.46 “Trustee”means Union Bank, N.A., as trustee underthat certain TrustAgreement, dated as ofNovember 29, 2012, by and amongRialto Water Services, LLC, RialtoUtility Authority, City of Rialto and the Trustee, and its successors and assigns thereunder.

1.47 “Uncontrollable Circumstance”means any act, event,condition or circumstancebeyond the reasonable control of the Subcontractor, its tier subcontractors or anyone performing aportion of the Work on Subcontractor’s behalf or at Subcontractor’s direction under thisSubcontract which prevents, delays or otherwise adversely affects the ability of the Subcontractorto perform its Work. Such acts, events, conditions or circumstances include, but are not limited to,Change of Law; labor disputes such as strikes, lockouts that cannot be resolved by Subcontractorthrough use of a dual gate, or other labor disturbances; earthquake, flood, hurricanes, or othernatural disaster and acts of God; war, terrorism, or civil insurrection; any failure or delay inobtaining any Governmental Approval beyond Subcontractor’s or its tier subcontractors’ controland that was not due to any negligent act or omission in their respective performance of the Work;any failure, delay or interference by a third party (other than City, Authority, Concessionaire orContractor); or issuance of a temporary restraining order or other form of injunction that prohibitsprosecution of a material portion of Subcontractor’s obligations under this Subcontract.

1.48 “Unknown Site Conditions”means the discovery of (i)historical, archaeological orcultural finds; (ii) rare, endangered or threatened species; (iii) Regulated Substances; (iv)underground obstructions or underground utilities; (v) geotechnical or soils issues; or (vi) unknownfeatures or conditions with respect to the Project site which were either unknown by Subcontractoror could not have been discovered by a reasonably prudent California state licensed contractorthrough diligent review of all documentation disclosed relevant to the Project and Subcontractor’ssite investigation performed prior to the Effective Date.

1.49 “Work” or “construction work”means all labor, materials,services, equipment,supplies, tools, and appurtenances necessary for the proper completion of the construction workdescribed in Exhibit B, and all of Subcontractor’s obligations under this Subcontract.

EXHIBIT B

CONSTRUCTION DOCUMENTS
North Riverside Ave Mainline Replacement - Phase 1 Plans are included as attachments to thisRequest for Proposal.

EXHIBIT C
CONTRACT PRICE BREAKDOWN; BILLING RATES
Please see attached proposal for price break down.

EXHIBIT D

SCOPE OF WORK
Please see the attached Technical Specifications and associated documents.

The Work consists of, but not limited to, construction of the following items:Scope:

1. Construct 2,600± liner feet of 12-inch Class 350 Ductile Iron Pipe waterline along N.Riverside Avenue to replace and approximately 1,500 linear feet of 12-inch water main(between Etiwanda Avenue and Wabash Ave),approximately 1,100 linear feet of 14-inchwater pipe (between Wabash Avenue and Baseline Ave), including all required horizontaland vertical fittings and couplings, 12-inch and 8-inch resilient seated gate valves, allrequired temporary and permanent thrust protection including restrained joints and thrustblocks (per City standards), and testing and disinfection, all as shown on the providedschematic construction drawings.2. Construct Class 350 DIP main line connections (12-inch for ‘A’ & ‘M’) and all connectionlaterals (6-inch and 8-inch for ‘B’ – ‘L’), including all required horizontal and verticalfittings, reducers and couplings, all required temporary and permanent thrust protectionincluding restrained joints and thrust blocks (per City standards), and testing anddisinfection, all as shown on the provided schematic connection detail drawings.3. Construct service connection laterals, water meters and other appurtenances. The watermeters shall be provided by Veolia for installation by the Subcontractor. Subcontractor isresponsible for procuring all materials, connectors, equipment, and labor to install thesemeters and execute all other portions of the project.4. Chosen Subcontractor shall be responsible for installing temporary pavement after the workis complete and maintaining the temporary pavement for a period of approximately 2months or until the permanent paving is completed by the City of Rialto.5. Subcontractor shall be responsible for preparing and obtaining approvals on the TrafficControl Plans, implementing traffic control throughout the duration of the work.6. Subcontractor shall be responsible for coordinating sequence of work, schedule and workwith the City’s paving contractor to meet the City’s paving contractor’s paving schedules7. Subcontractor shall be responsible to field fit to pipes as required8. Subcontractor shall achieve minimum 90% compaction of the temporary pavement up to 1ft below the surface9. Subcontractor shall coordinate with the City’s Paving contractor for installing pipe underthe concrete spandrels

10.Veolia shall engage the services of a Geotechnical consultant to provide compaction testingof all temporary pavement. Contractor shall notify Veolia at least 72 hours in advance ofany paving activity.11.Contractor will be provided construction stakes at 50± foot intervals set along themonumented centerlines for N. Riverside Ave and all side streets for establishing sawcutand construction layout lines. Final connection locations and configuration shall be basedon actual construction potholing by the contractor, and through coordination and approvalby City / Veolia Staff Provide and furnish all measures, administrative, facilities, equipment, labor, material, logistics,insurance, bonds, and design for the project. See attached Bid Schedule, Specifications, and Plans.

EXHIBIT E

PROJECT SCHEDULE
Bidder shall provide a project schedule which shall reflect the progress that the contractor canmake to the best of the contractor's ability.

EXHIBIT F

EXCLUDED APPROVALS

1. Excluded Approvals
The Subcontractor is not required to obtain the following permits and approvals:

1.1 Any notification, approval, certification, environmental assessment, finding of nosignificant impact, or environmental impact report or equivalent required under the NationalEnvironmental Policy Act, 42 U.S.C. §4321 et seq. and CEQA, and the regulations adoptedpursuant thereto;

1.2 Any regulatory permits for the operation of the water or wastewater treatmentfacility, as applicable; or

1.3 Any City zoning or land use approvals.

EXHIBIT G

INSURANCE

1. General.Subcontractor will procure and maintainall insurance required by this Exhibitwith limits in accordance with Schedule R.9 to the Prime Contract with companies satisfactory toContractor and Concessionaire. Certificates evidencing such insurance and, upon request ofeither Contractor or Concessionaire, copies of the insurance policies and endorsements will bepromptly delivered to Contractor. The policies will provide that there will be no cancellation ormaterial modification of coverage without 30 days (except for 10 days for non-payment ofpremiums) prior written notice to Contractor and Concessionaire. Evidence that the requiredinsurance is currently in force is a condition precedent to Contractor’s obligation to pay theSubcontractor.

2. Types of Required Insurance.Subcontractor will maintainthe following coverages:

2.1 Workers Compensation; Employer’s Liability. Workerscompensation insuranceand occupational disease insurance as required by law and employer’s liability insurance withstatutory minimum limits, covering all work places involved in this Subcontract. If applicable,Subcontractor will furnish a certificate of permission to self-insure under the workers’compensation and employers’ liability insurance statutes of California. The workerscompensation policy will be endorsed to include coverage for USL&H benefits ifSubcontractor’s employees work in or about navigable waterways.

2.1.1 Subcontractor and its consultants and subcontractors each waive any andall rights of recovery against Contractor, City, Authority, and Concessionaire for all losses ordamages pertaining to the insurance required under this Section 2.1, if such loss or damage iscovered by any other insurance policy in force (whether or not described in this Subcontract) orrequired to be in force at the time of the loss or damage.

2.2 Commercial General Liability. Commercial general liabilityinsurance written onthe occurrence basis on ISO form CG 00 01 12 04 or an equivalent form, with limits of not lessthan [$1,000,000] per occurrence and in the annual project aggregate. Modified Occurrence formis not acceptable. The insurance will cover all operations of Subcontractor, including but notlimited to: (i) premises, operations and mobile equipment liability; (ii) completed operations andproducts liability; (iii) contractual liability coverage including the tort liability of anotherassumed in a business contract; (iv) explosion, collapse, and underground property damage; (v)broad form property damage liability; and (vi) personal injury and advertising liability.

2.3 Automobile. Commercial automobile liability insurancecoverage with limits notless than [$1,000,000] per accident for bodily injury and property damage combined. Coveragewill be written on ISO form CA 00 01, CA 00 05, CA 00 12, CA 00 20, or an equivalent formand will apply to any auto including owned, hired, and non-owned autos.

2.4 Excess/Umbrella Liability. Excess or umbrella liabilitycoverage will apply over the employer’s liability, commercial general liability and automobile liability policies requiredabove and will be at least as broad as the underlying coverage, including but not limited tocompleted operations and contractual liability, with limits per occurrence and annual projectaggregate as follows:

2.4.1 If Subcontractor’s scope includes any of the following items of Work,Subcontractor’s insurance limits will be [$9,000,000]:
● installation of pipe, mains, services and meters;● demolition, excavation and foundations;● masonry or concrete (other than for projects involving onlyexterior/interior renovation);● steel and welding;● hoisting and scaffolding;● painting (tanks) and sandblasting;● roofing and waterproofing;● carpentry (other than for projects involving only exterior/interior renovation);● electrical (other than for projects involving only exterior/interior renovation);● HVAC, plumbing or mechanical (other than for projects involving onlyexterior/interior renovation);● use of hazardous equipment including cranes and boom trucks;● installation of large equipment such as boilers, pumps, HVAC units, etc.● if the scope of Work is related to plant or distribution systems.

2.4.2 if Subcontractor’s scope does not include any of the items listed in Section2.4.1 above, insurance limits will be [$4,000,000].

2.5 Property Insurance/Contractor’s Equipment. Subcontractorwill insure its ownproperty and equipment (owned, rented or borrowed) including but not limited to tools,materials, supplies, equipment, and temporary structures, including their contents except forsuch contents as are to be included in and remain a part of the permanent construction.

3. Subcontractor will require each of its subcontractors to procure and maintain during thelife of the Project the same insurance coverages meeting the same requirements as thosespecified above for Subcontractor. Subcontractor will not allow any subcontractor to providework in connection with the Project until that party has procured and provided evidence of theinsurance specified herein.

4. City, Authority, Concessionaire, Contractor, Secured Parties and Separate Contractors asnotified by the Concessionaire, and each of their respective officers, directors, employees andaffiliates will be named as additional insured parties under the commercial general liability,automobile liability and umbrella/excess liability insurance policies with respect to the Work.

The additional insured endorsement on the commercial general liability policy will include both“ongoing operations” and liability arising from “your work/completed operations” (theequivalent of ISO additional insured endorsement CG20-10-11-85).

5. Certificates of insurance will be provided/updated annually until one year afterSubstantial Completion.6. All insurance coverage (except workers compensation) to be maintained and furnished bySubcontractor will be primary and non-contributory with respect to any insurance maintained byany additional insured.

7. Each policy of liability insurance will include a waiver of subrogation in favor of alladditional insured parties and will be endorsed to recite the name of the Project and the locationof the Project site. If the Subcontractor’s liability policies do not contain the standard ISOseparation of insureds condition, or a substantially similar clause, they will be endorsed toprovide cross-liability coverage.

8. Insurance coverage will be maintained by insurance companies that have a rating of atleast A-VII in the most recent edition of A.M. Best’s Key Rating Guide and are otherwisesatisfactory to the Contractor and Concessionaire. The Contractor and Concessionaire have theright to periodically review Subcontractor’s insurance policies and coverages and requirechanges to such policies to the extent that said insurance is relevant to this Subcontract. Anyadditional premiums or other associated costs for such changes will be at the Contractor’sexpense unless the policy fails to comply with the requirements of this Exhibit, in which case theSubcontractor will bear such costs.

9. The Subcontractor will be responsible for any and all deductibles under all policieswithout adjustment to the Contract Price.

10. IfthepoliciesofinsurancereferredtointhisExhibitrequireanendorsementorconsentoftheinsurancecompanytoprovideforcontinuedcoveragewherethereisawaiverofsubrogation,the owners of such policies will cause them to be so endorsed or obtain such consent.

11. Failure to maintain the required insurance is a material breach of contract. Also, ifSubcontractor fails to maintain the insurance as set forth herein, Contractor will have the right,but not the obligation, to purchase said insurance at Subcontractor’s expense.

12. By requiring insurance herein, Contractor does not represent that coverage and limits willnecessarily be adequate to protect Subcontractor and such coverage and limits will not be deemedas a limitation on Subcontractor’s liability under the indemnities granted in this contract.

13. Insurance form C G 20 12 will also be completed at the City’s request which shall includethe following additional insured:
1) Rialto Water Services ("RWS, LLC") 437 North Riverside Avenue Rialto CA 92376
2) Rialto Utility Authority, a California joint powers authority, ("RUA") 335 West Rialto Avenue RIalto CA 92376 3) Union Bank, N.A. 350 California Street, 11th Floor San Francisco, CA 94104

EXHIBIT H
SUBCONTRACTOR GENERAL CONDITIONS (SCHEDULE R.6 OF PRIME CONTRACT) The Subcontractor General Conditions (Schedule R.6 of the Prime Contract) are attached to this Exhibit Hfor convenience and are part of the Contract Documents.

EXHIBIT I

WAIVER & RELEASE FORMS
See attached.

CONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT(CA CIVIL CODE §8132)NOTICE: THIS DOCUMENT WAIVES THE CLAIMANT’S LIEN, STOP PAYMENT NOTICE,AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT. A PERSONSHOULD NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANTHAS RECEIVED PAYMENT.Identifying Information:Name of Claimant: ___________________________Customer: ___________________________Job Location: ____________Owner: _______________________________________________Through Date:

Conditional Waiver and ReleaseThis document waives and releases lien, stop payment notice, and payment bond rights the claimant has for laborand service provided, and equipment and material delivered, to the customer on this job through the Through Dateof this document. Rights based upon labor or service provided, or equipment or material delivered, pursuant to awritten change order that has been fully executed by the parties prior to the date that this document is signed by theclaimant, are waived and released by this document, unless listed as an Exception below. This document is effectiveonly on the claimant’s receipt of payment from the financial institution on which the following check is drawn:Maker of Check:

Amount of Check: $
Check Payable to:

ExceptionsThis document does not affect any of the following:(1) Retentions;(2) Extras for which the claimant has not received payment;(3) The following progress payments for which the claimant has previously given a conditional waiverand release but has not received payment:Date(s) of waiver and release:

Amount(s) of unpaid progress payment(s): $(4) Contract rights, including:(A) a right based on rescission, abandonment, or breach of contract; and(B) the right to recover compensation for work not compensated by the payment.SIGNATUREClaimant’sSignature:

Claimant’s Title:Date of Signature:

UNCONDITIONAL WAIVER AND RELEASE ON PROGRESS PAYMENT(CA CIVIL CODE §8134) NOTICE TO CLAIMANT: THIS DOCUMENT WAIVES AND RELEASES LIEN, STOPPAYMENT NOTICE, AND PAYMENT BOND RIGHTS UNCONDITIONALLY AND STATESTHAT YOU HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT ISENFORCEABLE AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID.IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL WAIVER AND RELEASE FORM.Identifying Information:Name of Claimant:

Name of Customer: Job Location:

Owner:Through Date:

Unconditional Waiver and ReleaseThis document waives and releases lien, stop payment notice, and payment bond rights the claimant hasfor labor and service provided, and equipment and material delivered, to the customer on this job throughthe Through Date of this document. Rights based upon labor or service provided, or equipment ormaterial delivered, pursuant to a written change order that has been fully executed by the parties prior tothe date that this document is signed by the claimant, are waived and released by this document, unlesslisted as an Exception below. The claimant has received the following progress payment:
$
ExceptionsThis document does not affect any of the following:
(1) Retentions;(2) Extras for which the claimant has not received payment;(3) Contract rights, including:(A)a right based on rescission, abandonment, or breach of contract, and(B) the right to recover compensation for work not compensated by the payment.SIGNATURE Claimant’sSignature:

Claimant’sTitle:

Date ofSignature:

CONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT(CA CIVIL CODE §8136)NOTICE: THIS DOCUMENT WAIVES THE CLAIMANT’S LIEN, STOP PAYMENT NOTICE,AND PAYMENT BOND RIGHTS EFFECTIVE ON RECEIPT OF PAYMENT. A PERSONSHOULD NOT RELY ON THIS DOCUMENT UNLESS SATISFIED THAT THE CLAIMANTHAS RECEIVED PAYMENT.Identifying Information:Name of Claimant:

Name of Customer:

Job Location:

Owner:

Conditional Waiver and ReleaseThis document waives and releases lien, stop payment notice, and payment bond rights the claimant hasfor labor and service provided, and equipment and material delivered, to the customer on this job.Rights based upon labor or service provided, or equipment or material delivered, pursuant to a writtenchange order that has been fully executed by the parties prior to the date that this document is signed bythe claimant, are waived and released by this document, unless listed as an Exception below. Thisdocument is effective only on the claimant’s receipt of payment from the financial institution on whichthe following check is drawn:

Maker of Check:

Amount of Check: $
Check Payable to:

ExceptionsThis document does not affect any of the following:Disputed claims for extras in the amount of: $ SIGNATUREClaimant’sSignature:

Claimant’s Title:

Date ofSignature:

UNCONDITIONAL WAIVER AND RELEASE ON FINAL PAYMENT
(CA CIVIL CODE §8138)
NOTICE TO CLAIMANT: THIS DOCUMENT WAIVES AND RELEASES LIEN, STOPPAYMENT NOTICE, AND PAYMENT BOND RIGHTS UNCONDITIONALLY AND STATESTHAT YOU HAVE BEEN PAID FOR GIVING UP THOSE RIGHTS. THIS DOCUMENT ISENFORCEABLE AGAINST YOU IF YOU SIGN IT, EVEN IF YOU HAVE NOT BEEN PAID.IF YOU HAVE NOT BEEN PAID, USE A CONDITIONAL WAIVER AND RELEASE FORM.

Identifying Information:

Name of Claimant:

Name of Customer:

Job Location:

Owner:

Exceptions
This document does not affect any of the following:

Disputed claims for extras in the amount of: $

SIGNATURE
Claimant’sSignature:

Claimant’sTitle:

Date ofSignature:

EXHIBIT J

WARRANTY FORM
[Project Name]
Rialto, California
We hereby guarantee the[Project Name]that we haveconstructed for a period of one year from(Date),whichisthedateofSubstantialCompletionoftheProjectorwithinsuchlongerperiodoftimeasmaybeprescribedbyApplicableLaworbythetermsofanyapplicablespecialguaranteeorextendedwarrantyrequired by the Contract Documents.

The followingare excludedfromthe provisionsof thiswarranty:

We agree that if any of the equipment should fail due to any reason other than improper maintenance orimproper operation, if any pipe or appurtenances should develop leakage, or if any settlement of fill orbackfill occurs, or should any portion of the Work fail to fulfill any of the requirements of the ContractDocuments, we will, within five (5) days after receipt of written notice of such defects, provide on-sitetroubleshooting services, and within 10 days after receipt of written notice, commence to repair orreplace the same together with any other work which may be damaged or displaced in so doing.

In the event of our failure to comply with the above mentioned conditions or should the exigencies of thecase require repairs or replacements to be made before we can be notified or respond to notification, wedo hereby authorize Veolia Water West Operating Services, Inc. to proceed to have the defect repaired andmade good at our expense, and we will pay the cost therefor upon demand. We acknowledge and agreethat Rialto Water Services, LLC has an express right to enforce this warranty or to proceed to have thedefect repaired and made good at our sole expense should Veolia Water West Operating Services, Inc. failto timely do so.

The warranty provided herein shall not be in lieu of, but shall be in addition to, any warranties orother obligations otherwise imposed by the Contract Documents and by Applicable Law.

Contractor:

Signed:

Title:

Date: