Agenda packet, regular meeting — Vallejo City Council, November 18, 2025 (part 7 of 12)

Recordall® Disc Meters, Lead-Free Bronze Alloy, Sizes 5/8, 5/8 x 3/4, 3/4 & 1 inch

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PRESSURE LOSS CHARTS
Rate of Flow in Gallons per Minute
Model 25 5/8 in.
1 10 100
Pressure Loss
P.S.I.
0 5
10 15
20 25
2 4 8 20 40 60 80 6
Model 25 5/8 × 3/4 in.
1 100
Pressure Loss
P.S.I.
0 5
10 15
20 25
2 4 68 10
Pressure Loss
P.S.I.
0 5
10 15
20 25
P.S.I.
0 5
10 15
20 25
20 40 60 80
Model 35 3/4 in.

Pressure Loss
P.S.I.
0 5
10 15
20 25
1 2
1 4 68
0 20 40 60 80
100
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Product Data Sheet
July 2019 RDM-DS-00467-EN-06 Page 5

PRESSURE LOSS CHARTS (CONTINUED)
Rate of Flow in Gallons per Minute
Model 55 1 in.
20 40 60 80
1 10 100
2 4 68
25 20
15 10
5 0
Pressure Loss
P.S.I.

Model 70 1 in.
20 40 60 80
1 10 100
2 4 68
25 20
15 10
5 0
Pressure Loss
P.S.I.
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Recordall® Disc Meters, Lead-Free Bronze Alloy, Sizes 5/8, 5/8 x 3/4, 3/4 & 1 inch

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ACCURACY CHARTS
Model 25 5/8 in.
.2 .4 .6 .8 4 2 20 40 60 6 8
.1 1.0 10 100
Over
Register
Under
Register
Accuracy Percent
15 10
5 0
5 10
-
+
Model 25 5/8 × 3/4 in.
.2 .4 .6 .8 4 2 20 40 60 6 8
.1 1.0 10 100
Over
Register
Under
Register
Accuracy Percent
15 10
5 0
5 10
-
+
Model 35 3/4 in.

Over
Register
Under
Register
Accuracy Percent
.2 .4 .6 .8 2 4 6 8 20 40 60 80
.1 1.0 10 100
15 10
5 0
5 10
-
+
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Product Data Sheet
July 2019 RDM-DS-00467-EN-06 Page 7

ACCURACY CHARTS (CONTINUED)
Model 55 1 in.
.2 .4 .6 .8 2 4 6 8 20 40 60 80
.1 1.0 10 100
Over
Register
Under
Register
Accuracy Per Cent
15 10
5 0
5 10
-
+
Model 70 1 in.
.2 .4 .6 .8 2 4 6 8 20 40 60 80
.1 1.0 10 100
Over
Register
Under
Register
Accuracy Percent
15 10
5 0
5 10
-
+
300
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www.badgermeter.com
Recordall is a registered trademark of Badger Meter, Inc. Other trademarks appearing in this document are the property of their respective entities. Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding contractual obligation exists. © 2019 Badger Meter, Inc. All rights reserved.

SMART WATER IS BADGER METER
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ENC-DS-01763-EN-06 (January 2021)
HR-E® LCD Encoder
Product Data Sheet

DESCRIPTION
Applications: The High Resolution encoder (HR-E LCD) is a fully electronic, solid-state encoder with no moving parts. It is designed for use with all current Badger Meter Recordall® Disc, Turbo Series, Compound Series, Combo Series and Fire Service meters and assemblies. The HR-E LCD provides connectivity with Badger Meter ORION® and GALAXY® AMR/AMI endpoints and other AMR/AMI
technology solutions approved by Badger Meter.

NOTE: For more detailed information, refer to the document HR-E LCD Encoder User Manual, available at
www.badgermeter.com.

Field Programmable: The HR-E LCD encoder comes standard as factory programmed to customer specifications, with the option for field programming the unit of measure, meter type, meter model, digit resolution from the encoder, billing units, and rate-of-flow time and units. Programming is performed through the IR port via a computer.

Electronic Resolution: Standard encoded output from the HR-E LCD is nine digits.

Status Indicators: Status indicators are sent as part of the encoder extended message to AMR/AMI systems such as ORION Cellular, Fixed Network and Migratable endpoints that are capable of receiving an extended message. The details can also be read through an IR interface.

Mounting: Icons on the HR-E LCD encoder face indicate encoder status and alarm conditions. The fully potted encoder assembly has a bayonet mount compatible with all Recordall Disc, Turbo Series, Compound Series, Combo Series and Fire Series meters and assemblies. The bayonet mount positions the encoder in any of four orientations for visual reading convenience. The HR-E LCD encoder can be removed from the meter without disrupting water service.

Magnetic Drive Communication: The HR-E LCD encoder detects movement of the wet side meter magnet with magnetic sensors to provide reliable and dependable encoded communication.

Tamper-resistant Features:

Unauthorized removal of the HR-E LCD encoder is inhibited by a tamper-resistant Torx® seal screw. Torx seal screws are provided as standard accessories. Optional proprietary tamper-proof screws are also available.

Magnetic sensors detect and report an attempted encoder removal. In addition, the HR-E LCD encoder is resistant to magnetic tampering. The encoder detects an attempted tamper—as well as encoder removal—and sends a tamper alarm in either situation.

Approved endpoints capable of receiving the alarms, such as ORION Cellular, Fixed Network and Migratable endpoints, can then report the tamper condition to the meter reading software.

SPECIFICATIONS
Encoder type
Straight reading, permanently sealed,
electronic LCD absolute encoder with
field-programmable option
Encoder display
Status indicators, unit of measure, billing units,
automatic toggle between 9-digit and 6-digit
consumption (segmented leak detector in this
mode), rate of flow, meter model
Unit of measure
U.S. gallons, Imperial gallons, cubic feet,
cubic meters, and liters clearly identified on
register face
Flow rate Seconds, minutes, and hours
Numerals 7 mm (0.28 in.) high
Weight 11 ounces
Humidity 0…100% condensing
Temperature
Storage: – 40…60° C (– 40…140° F)
Max. ambient for 1 hr: 70° C (158° F)
Electronics & Display: –10…60° C (14…140° F)
Status
indicators
Electronic and visual icons for:
meter functioning correctly, meter alarm
(indicates temperature limits exceeded,
magnetic tamper or encoder removal), reverse
flow, suspected leak, 30-day no usage, end of
battery life
Signal output Industry standard ASCII format
Signal type Three-wire synchronous for AMR/AMI solutions Red = clock/power; Black = ground; Green = data
Battery Lithium thionyl chloride AA cell, fully
encapsulated within encoder housing
Battery Life 20 years (calculated)
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HR-E® LCD Encoder
www.badgermeter.com
GALAXY, ORION and Recordall are registered trademarks of Badger Meter, Inc. Other trademarks appearing in this document are the property of their respective entities. Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding contractual obligation exists. © 2021 Badger Meter, Inc. All rights reserved.

Legacy Document Number: LCD-T-01

SMART WATER IS BADGER METER
Construction: The housing of the HR-E LCD encoder is constructed of an engineered polymer enclosure and a polycarbonate lens.

For long-term performance, the enclosure is fully encapsulated, weatherproof, and UV-resistant to withstand harsh environments and to protect the electronics in flooded or submerged pit applications. An epoxy potting (patented design - 8,482,908) comprises the encoder bottom. Due to this unique sealing, the HR-E LCD exceeds all applicable requirements of AWWA Standard C706 and C707.

Wire Connections: The HR-E LCD encoder is available with an in-line connector for easy connection and installation to AMR/AMI endpoints. It is also available with a flying lead for a field splice connection, or fully prewired to an AMR/AMI endpoint.

Operating Characteristics: The HR-E LCD encoder is shipped in storage mode so a meter status alarm is not triggered. In storage mode, the meter model screen is displayed. Upon sensing two revolutions of the meter magnet, the encoder goes into normal operation mode. The display then automatically toggles between these four modes:
• 9-digit consumption displays for 45 seconds.
• 6-digit consumption (segmented leak detector in this mode) displays for 5 seconds.
• Rate of flow displays for 5 seconds.
• Meter model displays for 5 seconds.

DIMENSIONAL DRAWINGS
Figure 1: Top view
Figure 2: Front view

MEASUREMENT RESOLUTION
The electronic encoder output resolution of the HR-E LCD is as noted below.

Recordall
Disc Series Size (in.) 9-dial encoder output (gal)
9-dial encoder
output (ft3
)
9-dial
encoder
output (m3)
LP 5/8, 5/8 x 3/4 0.01 0.001 0.0001
M25 5/8 , 5/8 x 3/4 0.01 0.001 0.0001
M35 3/4 0.01 0.001 0.0001
M40 1 0.01 0.001 0.0001
M55 1 0.01 0.001 0.0001
M70 1 0.01 0.001 0.0001
M120 1-1/2 0.1 0.01 0.001
M170 2 0.1 0.01 0.001
Recordall
Turbo
Series
Size
(in.)
9-dial encoder
output (gal)
9-dial encoder
output (ft3)
9-dial encoder
output (m3)
T160 1-1/2 0.1 0.01 0.001
T200 2 0.1 0.01 0.001
T450 3 0.1 0.01 0.001
T1000 4 0.1 0.01 0.001
T2000 6 1 0.1 0.01
T3500 8 1 0.1 0.01
T5500 10 1 0.1 0.01
T6200 12 10 1 0.01
T6600 16 10 1 0.01
T10000 20 10 1 0.01
Recordall
Compound Series
Size
(in.)
9-dial encoder
output (gal)
9-dial encoder
output (ft3
)
9-dial
encoder
output (m3)
High Side T200 2 0.1 0.01 0.001
Low Side M25 2 0.01 0.001 0.0001
High Side T450 3 0.1 0.01 0.001
Low Side M25 3 0.01 0.001 0.0001
High Side T1000 4 0.1 0.01 0.001
Low side M35 4 0.01 0.001 0.0001
High Side T2000 6 1 0.1 0.01
Low Side M35 6 0.01 0.001 0.0001
High Side T3500 8 1 0.1 0.01
Low side M120 8 0.1 0.01 0.001
NOTE: For Fire Service Meters and Assemblies, please refer to appropriate Disc and TSM information provided above.

Figure 3: Left side view
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Recordall® Disc Series Meters
Cold Water Disc Meters, 5/8 in. to 2 in.

RDM-UM-00059-EN-05 (January 2018) Installation Manual

SAFETY INFORMATION
The installation of the Recordall® Disc Series Meters must comply with all applicable federal, state, and local rules, regulations, and codes.

Failure to read and follow these instructions can lead to misapplication or misuse of the Recordall® Disc Series Meters, resulting in personal injury and damage to equipment.

PRODUCT UNPACKING AND

INSPECTION
Upon opening the shipping container, visually inspect the product and applicable accessories for any physical damage such as scratches, loose or broken parts, or any other sign of damage that may have occurred during shipment.
1OTE: If damage is found, request an inspection by
the carrier’s agent within 48 hours of delivery
and file a claim with the carrier. A claim for
equipment damage in transit is the sole
responsibility of the purchaser.

METER PRE-INSTALLATION
Take into account the following considerations before you begin an installation:
• Inspect the piping around the meter for suitable
conditions. The service line, valves, connections and
meter must be watertight. Repair the piping system if
pipes are corroded or damaged.
• Install the meter in the pipeline in a horizontal position so that the flow arrow on the meter housing points in
the same direction as water flow. Registration should be upright and protected from damage, freezing,
and tampering.
• Position the meter so it is accessible for installation, removal and reading.
• Verify that a suitable electrical grounding wire is properly attached to the upstream and downstream pipe
connections of the meter. The grounding wire provides an alternative path for any electrical current that may exist across the opening in the line.
• Close the curb (shutoff) valve to relieve water pressure in the line before starting the cutting operation. Provide a high-quality upstream shut-off valve with a low
pressure drop.
• When cutting into a new section of service pipe,
flush the pipe to clear chips, pipe dope or other
plumbing residue.
• The installed meter must not be an obstacle or a hazard to the customer or interfere with public safety.
• DO NOT ATTEMPT TO USE ANY METER AS A LEVER OR

CROWBAR TO STRAIGHTEN A MISALIGNED METER
POSITION. THIS COULD DAMAGE THE METER.
• DO NOT ATTEMPT TO INSTALL A METER INTO AN

OPENING THAT IS TOO LONG BY FORCING THE PIPING
INTO PLACE WITH THE METER'S COUPLING NUTS. THIS

WILL CAUSE SERIOUS DAMAGE TO THE THREADED ENDS
OF THE METER AND HOUSING.
• TO AVOID POTENTIAL PROBLEMS, CORRECT ANY

IRREGULARITIES IN PIPE SPACING AND MISALIGNMENT
BEFORE PLACING THE METER INTO ITS POSITION.
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RDM-UM-00059-EN-05

SPECIAL INSTRUCTIONS FOR REMOVING A METER
DEPRESSURIZE THE LINE BEFORE STARTING ANY DISASSEMBLY OPERATION. REMOVING A METER THAT IS UNDER LINE PRESSURE CAN RESULT IN COMPONENTS BECOMING PROJECTILES, CAPABLE OF CAUSING PERSONAL INJURY.

SPECIAL FITTINGS AND ACCESSORIES
To accommodate 5/8 in., 3/4 in. and 1 in. meter installations, special fittings and accessories are available. Metal meter setters, re-setters, horns and meter yokes are available for holding the service pipe in proper alignment to the meter and laying length spacing. The metal setters and meter yokes can provide an electrical continuity to protect meters and consumers from electrical shocks.

NL bronze connections are available from Badger Meter. To compensate for minor service pipe and setting misalignment for a 5/8 in., 3/4 in. and 1 in. meter, plastic swivel connections are also available.

Cast iron or NL bronze companion flanges are available for a 1-1/2 in. and 2 in. meter.

INSTALLING RECORDALL DISC SERIES METERS
Outdoor Installations
When installed outdoors in a meter box, the disc meter should have a two- to three-inch clearance to avoid damage or strain to the service piping or meter, and to accommodate any "settling" that may occur after installation.

The service pipe in the meter box should be properly bedded to ensure that it is not axially misaligned and that it lays evenly on the bottom of the pipe trench. The backfill material covering the pipe should be placed appropriately to maintain pipe alignment in the event of eventual ground shifts. This will prevent damage to the pipe.

The service lines and the water meter must be protected from freezing. The earth covering the service line must be adequate to prevent frost penetration. Due to the smaller volume of water, service line pipes will freeze sooner than the main distribution line.

For those locations in which a remote possibility of freezing exists, thermoplastic or lead-free bronze alloy meters with cast iron bottoms are recommended.

The meter box pit should be excavated below the frost line. Even though the meter itself may be positioned above the frost line, the warmer air rising from the earth below the frost line will reduce the possibility of freezing.

Indoor Installations
As a precautionary measure when working with metallic pipes, indoor settings must be checked for electrical continuity through the service pipe before you remove or service a meter. American Water Works Association (AWWA) policy specifies that service pipes must not be used as an electrical ground. Check your local codes and practices. A permanent ground strap or metal setter must be used if electrical grounding to water services is required in your community.

This is especially important for the engineered polymer meter.

To prevent floor damage, close the valve downstream from the meter before installing or removing a meter.

Recordall® Disc Series Meters, Cold Water Disc Meters, 5/8 in. to 2 in.

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RDM-UM-00059-EN-05

INSTALLATION INSTRUCTIONS
To prepare for meter installation, follow these steps:

1. Close the meter's inlet-side valve.

2. Open a faucet and wait until water flow stops, to depressurize the system. Do not remove the meter until the flow stops.

3. Check valves and make necessary repairs to the curb (shut-off) valve or inlet side valve if necessary.

4. Close the meter's outlet-side valve. Protect the floor below the meter against potential spills or leaks that could occur.

Protect the coupling area from debris, so that the new meter will not be damaged or contaminated.

5. To replace an existing meter, continue with Step 6. To install a new meter, skip to Step 8.

6. Loosen meter couplings or flange bolts and remove the meter and the old gaskets in the coupling nuts.

IMPORTANT
Replace the entire connection set when you replace the meter (or earlier, if necessary).

7. Clean the coupling nuts or flange ends, removing any pipe dope or dirt from the threads or flange ends.

8. Check the existing setting for proper alignment and spacing. Correct any misalignment and spacing in the setting.

9. Place the new connection gaskets inside the connection coupling nuts.

10. Install the meter in the pipeline in a horizontal position so that the flow arrow on the meter housing points in the same direction as water flow.
5/8 in. to 2 in. Threaded Ends

11. Start the coupling nuts at the threaded meter ends. Verify that the nuts are properly aligned to avoid cross-threading or damage to the meter ends. This is especially important for the engineered polymer meter.

An effective method for starting a coupling nut is:
a. Position the nut squarely against the meter's spud end. b. Turn the nut counterclockwise (in reverse) while holding the nut against the meter spud end. When the first threads on both the nut and the spud end coincide, you will hear a slight click and feel the nut move into the starting position.
c. Tighten the nut by hand until it is snug.
d. With an open-end wrench, apply a partial turn. Do not over tighten. For plastic swivel connections, a one-quarter turn is usually sufficient.
1-1/2 in. to 2 in. Elliptical Flange Ends

12. With meter and gaskets in place, tighten the flange connection bolts. Verify the nuts are properly aligned to avoid damage to the flanged ends.

PROTECT AGAINST LEAKAGE
Before turning on the service water, use care to protect against potential leakage.

1. Shut off the valves on both the inlet and outlet sides of the meter.

2. Open the curb (shutoff) valve slowly to pressurize the service line to the meter.

3. Slowly open the meter's inlet-side valve to fill the meter.

4. Check for leaks around the meter and its connections.

5. Slowly open the meter's outlet-side valve to pressurize the consumer side of the system.

6. Open a faucet to allow entrapped air to escape.

7. Once water is flowing normally, turn off the faucet.

Installation Manual
January 2018 Page 3
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Recordall® Disc Series Meters, Cold Water Disc Meters, 5/8 in. to 2 in. www.badgermeter.com
Recordall is a registered trademark of Badger Meter Inc. Other trademarks appearing in this document are the property of their respective entities. Due to continuous research, product improvements and enhancements, Badger Meter reserves the right to change product or system specifications without notice, except to the extent an outstanding contractual obligation exists. © 2018 Badger Meter, Inc. All rights reserved.

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Exhibit F
Consultant and Professional Services Agreement
308
DocuSign Envelope ID: C156E555-6922-4C23-8568-53758AE3C8A0

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CONSULTANT AND PROFESSIONAL SERVICES AGREEMENT
This Consultant and Professional Services Agreement ("Agreement") is made at Vallejo, California, dated for reference this 9th day of May, 2023, by and between the City of Vallejo, a municipal corporation ("City"), and Badger Meter, Inc., a Wisconsin corporation (“Consultant”), who agree as follows:

1. Services. Subject to the terms and conditions set forth in this Agreement, Consultant shall provide the City professional services as set forth in the Schedule of Values (the “SOV”), which is attached as Exhibit C to that certain Master Contract for AMI Turnkey Project Goods and Services by and between the City and Consultant (the “Master Contract”). Additional details regarding the professional services provided can be found in the Statement of Work, which is attached as Exhibit K to the Master Contract. For the purposes of identifying the professional services provided under this Agreement, the “Type” category in the SOV shall be referenced.

2. Payment. City shall pay Consultant in the manner set forth in Section 14.2 of the SOW and in the amounts set forth in the SOV. The payments specified in the SOV for professional services shall be the only payments to be made to Consultant for professional services rendered pursuant to this Agreement. All invoices are due Net 30 from the date of invoice. The City shall not be responsible for any payment to the Consultant for any additional services or expenses not specifically included in this Agreement, except upon execution of an amendment to this Agreement in writing by both parties.

3. Facilities and Equipment. Consultant shall, at its sole cost and expense, furnish all facilities and equipment which may be required for furnishing services pursuant to this Agreement.

4. Indemnification. Consultant shall indemnify, hold harmless, and defend City, its officers, officials, directors, employees, agents, volunteers and affiliates and each of them from any and all claims, demands, causes of action, damages, costs, expenses, actual attorney’s fees, consultant’s fees, expert fees, losses or liability, in law or in equity, of every kind and nature whatsoever arising out of or in connection with Consultant’s operations, or any subcontractor’s operations, to be performed under this agreement for Consultant’s or subcontractor’s tort negligence including active or passive, or strict negligence, including but not limited to personal injury including, but not limited to bodily injury, emotional injury, sickness or disease, or death to persons and/or damage to property of anyone, including loss of use thereof, caused or alleged to be caused by any act or omission of Consultant, or any subcontractor, or anyone directly or indirectly employed by any of them or anyone for the full period of time allowed by the law, regardless to any limitation by insurance, with the exception of the active gross negligence or willful misconduct of the City.

The provisions of this section shall survive the expiration or termination of this 309
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Agreement.

5. Insurance Requirements. Consultant agrees to comply with all of the Insurance Requirements set forth in the General Provisions, which is attached as Exhibit H to the Master Contract. Failure to maintain required insurance at all times shall constitute a default and material breach.

6. Accident Reports. Consultant shall immediately report (as soon as feasible, but not more than 24 hours) to the City Risk Manager any accident or other occurrence causing injury to persons or property during the performance of this Agreement. The report shall be made in writing and shall include, at a minimum: (a) the names, addresses, and telephone numbers of the persons involved, (b) the names, addresses, and telephone numbers of any known witnesses, (c) the date, time, and description of the accident or other occurrence.

7. Conflict of Interest. Consultant warrants and represents that, to the best of its knowledge, there exists no actual or potential conflict between Consultant’s business, real property or financial interests and the services to be provided under this Agreement. Consultant shall comply with the City of Vallejo Conflict of Interest Code and not enter into any contract or agreement during the performance of this Agreement which will create a conflict of interest with its duties to City under this Agreement. In the event of a change in Consultant’s business, real property, or financial interests occurs during the term of this Agreement that creates an actual or potential conflict of interest, then Consultant shall disclose such conflict in writing to City. Every individual who performs services on behalf of Consultant pursuant to this Agreement must file a full Statement of Economic Interests (also known as Form 700) with the City Clerk if the work of the individual involves making a governmental decision whether to issue, deny, suspend, or revoke any permit, license, application, certificate, approval, order, or similar authorization or entitlement; authorizes the City to enter into, modify, or renew a contract; grants City approval of specifications for a contract; adopts or approves for the City any policy, standard or guideline; lobbies on behalf of the City, or performs the same or substantially all the same duties for the City that would otherwise be performed by an individual holding a position specified in the City’s Conflict of Interest Code.

8. Independent Contractor. Consultant is an independent contractor.

Neither Consultant nor any of Consultant’s officers, employees, agents, or subcontractors, if any, is an employee of City by virtue of this Agreement or performance of any services pursuant to this Agreement. City shall have the right to control Consultant only insofar as the results of Consultant’s services rendered pursuant to this Agreement; however, City shall not have the right to control the means by which Consultant accomplishes services pursuant to this Agreement.

9. Licenses, Permits, Etc. Consultant represents and warrants to City that all consultant services shall be provided by a person or persons duly licensed by the State of California to provide the type of services to be performed under this 310
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Agreement and that Consultant has all the permits, qualifications and approvals of whatsoever nature which are legally required for Consultant to practice its profession. Consultant represents and warrants to City that it shall, at its sole cost and expense, keep in effect at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Consultant to practice its profession.

10. Business License. Consultant, and its subcontractors, has obtained or agrees to apply prior to performing any services under this Agreement to City’s Finance Department for a business license, pay the applicable business license tax and maintain said business license during the term of this Agreement. The failure to obtain such license shall be a material breach of this Agreement and grounds for termination by City. No payments shall be made to Consultant until such business license(s) has been obtained.

11. Standard of Performance. Consultant shall provide products and perform all services required pursuant to this Agreement in accordance with generally accepted professional practices and principles and in a manner consistent with the level of care and skill ordinarily exercised under similar conditions by a member of Consultant’s profession currently practicing in California.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work, including without limitation applicable federal, state, and local laws and regulations, and all other contingencies or considerations.

Consultant’s responsibilities under this section shall not be delegated. Consultant shall be responsible to City for acts, errors, or omissions of Consultant’s subcontractors.

Consultant is responsible for making an independent evaluation and judgment of all conditions affecting performance of the work and shall prepare plans, reports, and/or other work products in such a way that additional costs will not be incurred beyond a project budget approved or amended by the City Manager or his or her designee.

Whenever the SOW requires or permits review, approval, conditional approval or disapproval by City, it is understood that such review, approval, conditional approval or disapproval is solely for the purposes of administering this Agreement and determining whether the Consultant is entitled to payment for such work, and not be construed as a waiver of any breach or acceptance by the City of any responsibility, professional or otherwise, for the work, and shall not relieve the Consultant of responsibility for complying with the standard of performance or laws, regulations, industry standards, or from liability for damages caused by negligent acts, errors, omissions, noncompliance with industry standards, or the willful misconduct of Consultant.
311
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12. Force Majeure. Neither party shall be considered in default of this Agreement to the extent performances are prevented or delayed by causes or circumstances beyond either party’s reasonable control, such as war, riots, strikes, lockouts, verified supply chain disruptions, pandemics or epidemics, work slowdown or stoppage, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts.

In the event that the Consultant is unable to meet the completion date or schedule of services, Consultant shall immediately inform the City Representative of this in writing. If additional time is required to perform the work, the City Representative may adjust the schedule.

13. Time is of the Essence. Time is of the essence in this Agreement. Any reference to days means calendar days, unless otherwise specifically stated.

14. Personnel. Consultant agrees to assign only competent personnel according to the reasonable and customary standards of training and experience in the relevant field to perform services under this Agreement. Failure to assign such competent personnel shall constitute grounds for termination of this Agreement.

The payment made to Consultant pursuant to this Agreement shall be the full and complete compensation to which Consultant and Consultant’s officers, employees, agents, and subcontractors are entitled for performance of any work under this Agreement. Neither Consultant nor Consultant’s officers or employees are entitled to any salary or wages, or retirement, health, leave or other fringe benefits applicable to employees of the City. The City will not make any federal or state tax withholdings on behalf of Consultant. The City shall not be required to pay any workers' compensation insurance on behalf of Consultant.

Consultant shall pay, when and as due, any and all taxes incurred as a result of Consultant’s compensation hereunder, including estimated taxes, and shall provide City with proof of such payments upon request.

15. Consultant Not Agent. Except as authorized under this Agreement or as City may authorize in a letter of authorization signed by the City Manager or his or her designee, Consultant shall have no authority, express or implied to act on behalf of City in any capacity whatsoever as an agent. Consultant shall have no authority, express or implied, under this Agreement, to bind City to any obligation whatsoever.

16. Term. The term of this Agreement shall commence on May 9, 2023 and shall continue in full force and effect until the completion of the Work by the Consultant, as such is defined in the Master Contract.

City shall, at its discretion, have the right to extend the term of this Agreement, in intervals of six (6) months, by written notice to Consultant. The total duration of 312
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this Agreement, including the exercise of any options under this section, shall not exceed five (5) years.

If the term of this Agreement extends into fiscal years subsequent to that in which it is approved, such continuation of the Agreement is contingent on the appropriation of funds for such purpose by the City Council of the City of Vallejo.

If funds to effect such continued payment are not appropriated, Consultant agrees to terminate any services supplied to City of Vallejo under this Agreement, and relieve City of any further obligation therefore.

17. Termination or Abandonment by City. The City has the right, at any time and in its sole discretion, to immediately terminate or abandon any portion or all of the services to be provided under this Agreement by giving notice to Consultant.

Upon receipt of a notice of termination, Consultant shall perform no further work except as specified in the notice. Before the date of termination, Consultant shall deliver to City all City records and documents, all work product, whether completed or not, as of the date of termination and not otherwise previously delivered.

The City shall pay Consultant for services performed in accordance with this Agreement before the date of termination. If this contract provides for payment of a lump sum for all services or by task and termination occurs before completion of the work or any defined task which according to the performance schedule was commenced before the notice of termination, the fee for services performed shall be based on an amount mutually agreed to by City and Consultant for the portion of work completed in conformance with this Agreement before the date of termination. In addition, the City will reimburse Consultant for authorized expenses incurred and not previously reimbursed. The City shall not be liable for any fees or costs associated for the termination or abandonment except for the fees, and reimbursement of authorized expenses, payable pursuant to this section. This Agreement may be terminated by the City pursuant to, and in accordance with, Section 8 of the Master Contract.

18. Cooperation by City. City shall, to the extent reasonable and practicable, assist and cooperate with Consultant in the performance of Consultant’s services hereunder.

19. Assignment and Subcontracting. Consultant shall not subcontract, assign or transfer voluntarily or involuntarily any of its rights, duties or obligation under this Agreement without the express written consent of the City Manager or his or her designee in each instance. Any attempted or purported assignment of any right, duty or obligation under this Agreement without said consent shall be void and of no effect.

Consultant shall be responsible for paying its subcontractor in accordance with the General Provisions.

The City is an intended beneficiary of any work performed by Consultant’s 313
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subcontractor for purposes of establishing a duty of care between the subcontractor and City.

Any subcontractor or assignee consented to by City shall be bound by all terms and conditions of this agreement and the same shall be incorporated into and made a part of any assignment or subcontractor agreement.

20. Successors and Assigns. All terms, conditions, and provisions of this Agreement shall apply to and bind the respective heirs, executors, administrators, successors, and assigns of the parties. Nothing in this section is intended to affect the limitation on assignment.

21. Non-Discrimination/Fair Employment Practices.
(a) Consultant shall not, because of race, religious creed, color, sex, national original, ancestry, disability, medical condition, age, marital status or sexual orientation of any person, refuse to hire or employ, or to bar or discharge from employment, or to discriminate in compensation, or in terms, conditions or privileges any person, and every employee will receive equal opportunity for employment and shall be granted equal treatment with respect to compensation, terms, conditions or other privileges of employment, without regard to his race, religious creed, color, sex, national origin, ancestry, or disability, medical condition, age, marital status or sexual orientation.

Consultant warrants and represents it is an equal opportunity employer and agrees it shall not discriminate on the basis of race, religious creed, color, sex, national origin, ancestry, disability, medical condition, age, marital status or sexual orientation in the selection and retention of employees, subcontractors or procurement of materials or equipment.

In all solicitations either by competitive bidding or negotiations made by Consultant for work to be performed under any subcontract, including procurement of materials or equipment, each potential subcontractor or supplier shall be notified by Consultant of Consultant’s obligation under this Agreement relative to nondiscrimination and fair employment practices.

Consultant shall include the above provisions of this section in every subcontract, including procurement of materials or equipment.
(b) Consultant agrees to comply with Title VII of the Civil Rights Act of 1964, as amended, the California Fair Employment Practices Act, the Americans with Disabilities Act of 1990, any other applicable federal and state laws and regulations and City ordinances and regulations hereinafter enacted.

22. Notices. All notices or instruments required to be given or delivered by law or this Agreement shall be in writing and shall be effective upon receipt thereof and shall be by personal service or delivered by depositing the same in any United 314
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States Post Office, registered or certified mail, postage prepaid, addressed to:

If to City:

Beth Schoenberger, Water Director
City of Vallejo Water Department
202 Fleming Hill Road
Vallejo, CA 94589
If to Consultant:

Badger Meter, Inc
4545 W. Brown Deer Rd.

Milwaukee, WI 53223
ATTN: Legal Department

Any party may change its address for receiving notices by giving written notice of such change to the other party in accordance with this section.

Routine administrative communications in accordance with the SOW.

23. Integration Clause. This Agreement, including all Exhibits, contains the entire agreement between the parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. This Agreement shall not be amended or modified except by a written agreement executed by each of the parties hereto.

24. Severability Clause. Should any provision of this Agreement ever be deemed to be legally void or unenforceable, all remaining provisions shall survive and be enforceable.

25. Law Governing. This Agreement shall in all respects be governed by the law of the State of California without regard to its conflicts of law rules. Litigation arising out of or connected with this Agreement shall be instituted and maintained in the courts of Solano County in the State of California or in the United States District Court, Eastern District of California, Sacramento, California, and the parties consent to jurisdiction over their person and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.

26. Waiver. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent or any other right hereunder.

27. Ambiguity. The parties acknowledge that this is a negotiated agreement, that they have had the opportunity to have this Agreement reviewed by their respective legal counsel, and that the terms and conditions of this Agreement are not to be construed against any party on the basis of such party's draftsmanship thereof.
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28. Gender. All pronouns and any variations thereof shall be deemed to refer to the masculine, feminine, neuter, singular or plural, as the identifications of the person or persons, firm or firms, corporation or corporations may require.

29. Headings. The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

30. Compliance with Laws. Consultant will comply with all statutes, regulations and ordinances in the performance of all services under this Agreement.

31. Confidentiality of City Information. During the performance of services under this Agreement, Consultant may gain access to and use City information regarding, but not limited to, procedures, policies, training, operational practices, and other vital information (hereafter collectively referred to as "City Information") which are valuable, special and unique assets of the City. Consultant agrees that it will not use any information obtained as a consequence of the performance of services under this Agreement for any purpose other than fulfillment of Consultant’s scope of work , to protect all City Information and treat it as strictly confidential and proprietary to City, and that it will not at any time, either directly or indirectly, divulge, disclose or communicate in any manner any City Information to any third party, other than its own employees, agents or subcontractors who have a need for the City Information for the performance of services under this Agreement, without the prior written consent of City, or as required by law.

Consultant shall treat all records and work product prepared or maintained by Consultant in the performance of this Agreement as confidential.

32. A violation by Consultant of this section shall be a material violation of this Agreement and will justify legal and/or equitable relief.

Consultant’s obligations under this section shall survive the completion of services, expiration or termination of this Agreement. Notwithstanding anything else to the contrary contained in this Agreement, the Company hereby acknowledges and expressly agrees, that the City is subject to the public records statutes of the State of California and is required, upon request, to disclose information, unless such information is protected from disclosure. To the extent the Company provides the City with information that is confidential under California law, the City will maintain the confidentiality of that information and not disclose the same, unless authorized by the Company or a court of law.

33. News and Information Release. Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Representative.
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34. City Representative. The City Representative specified below, or the representative's designee, shall administer this Agreement for the City.

Janae Chadwick, Water Finance Manager
City of Vallejo Water Department
202 Fleming Hill Rd.

Vallejo, CA 94589
(707) 648-4345
The Consultant’s Representative for this Agreement is:

Gavin Dowdy
Senior Project Manager
Badger Meter, Inc.
4545 W. Brown Deer Road
P.O. Box 245036
Milwaukee, Wisconsin 53223
(P) 414.371.5835
All routine administrative communications between the parties will be between the above named representatives and may be by personal delivery, mail, facsimile transmission, or electronic mail as agreed between the Consultant Representative and City’s Representative.

35. Counterparts. The parties may execute this Agreement in one or more counterparts, each of which shall be deemed an original, but all of which together shall be deemed one and the same instrument.

36. Facsimile Signature; Electronic Signature. This Agreement shall be binding upon the receipt of facsimile signatures or e-mailed by PDF or otherwise.

Any person transmitting his or her signature by facsimile or electronically shall promptly send an original signature to the other party pursuant to the notice provision of this Agreement. The failure to send an original shall not affect the binding nature of this Agreement.

37. Authority. The person signing this Agreement for Consultant hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Consultant.
[SIGNATURES ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties have executed this Agreement on the day and year shown below the name of each of the parties.

BADGER METER, INC., a Wisconsin
corporation
By:

Kimberly K. Stoll, VP-Sales

DATE:

(City Seal)

CITY OF VALLEJO, CALIFORNIA
a municipal corporation
By:

Mike Malone
City Manager
DATE:

ATTEST:

By:

Dawn Abrahamson
City Clerk
APPROVED AS TO FORM:

Veronica A.F. Nebb
City Attorney
APPROVED AS TO INSURANCE:

Armand Sarkis
Risk Manager
318
For:

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Exhibit G
BEACON SAAS Managed Solution Master Agreement
319
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 1 of 24
This BEACON AMA MANAGED SOLUTION MASTER AGREEMENT (“Agreement”) is entered into as of the day of , 2022 (the “Effective Date”) by and between Badger Meter, Inc. , a Wisconsin corporation with offices located at 4545 W. Brown Deer Road, Milwaukee, Wisconsin 53223 (“Badger Meter”) , and City of Vallejo, with offices located at 555 Santa Clara Street, Vallejo, CA 94590, (“Customer”).
(1) SERVICE. Badger Meter and its cellular service aggregator and data-hosting service providers (“Suppliers”) have developed a hosted, on-demand, web-based service website (“Portal”) accessible to its customers to provide metering and water usage service information, communicated through a cellular network, for its customers (“Service”), and documentation to assist customers in using the Portal and the Service (“Documentation”).
(2) RIGHT TO ACCESS AND USE THE PORTAL AND SERVICE. In consideration of the payment of the Service Fees as set forth in Section (5), Badger Meter grants to Customer, its employees and contractors that Customer approves as users of the Service (“Authorized User”) and Customer’s approved end-user water customers (“Authorized Consumer”) the right to remotely access and use the Service from the Portal (as currently configured) for Customer’s internal business use and for the benefit of its Authorized Consumers in accordance with this Agreement. Any rights and obligations in this Agreement relative to Customer and its Authorized Consumers will only be in effect when Customer affirmatively enables the EyeOnWater mobile application Service.
(3) OWNERSHIP OF PORTAL AND SERVICE.
(a) Badger Meter Service. Badger Meter owns all rights, title and interest in the Portal, Service and Documentation, including all associated intellectual property rights. Neither Customer, nor its Authorized Users or Authorized Consumers will obtain any rights, title or interest in the Portal, Service, or Documentation or any associated intellectual property rights, other than the right to access and use the Portal, Service and Documentation, subject to the terms of this Agreement. (b) Suggestions. If Customer provides Badger Meter any suggested improvements (“Suggestions”) to the Portal, Service or Documentation, Customer agrees that Badger Meter will own all rights, title and interest in and to the Suggestions, even if Customer has designated the Suggestions as confidential.

Badger Meter will be entitled to use the Suggestions without restriction. By entering into this Agreement, Customer irrevocably assigns, conveys and transfers to Badger Meter all right, title and interest in and to the Suggestions.

TERM. The term of this Agreement begins on the Effective Date and continues for a ten (10) year term unless earlier terminated in accordance with Section (16) of the Agreement (the “Term”). This Agreement will automatically renew for one, ten- (10-) year term upon expiration of the Term unless either Party provides ninety (90) days’ written notice of intent to terminate. Both parties agree to negotiate the service unit pricing before the automatic renewal occurs.
(5) FEES.
(a) Service Fees. In consideration for the right to access and use the Portal, Service and Documentation, Customer agrees to pay Badger Meter certain fees (“Service Fees”) to obtain enterprisewide access to the Portal, Service and Documentation, authorizing all of its Authorized Users and Authorized Consumers to use the Portal and Service and Documentation in accordance with the terms of 320
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 2 of 24
this Agreement, pursuant to the pricing set forth in Exhibit 1 - Fees. (b) Taxes and Surcharges. Customer will be responsible to pay any sales, use, value added or excise taxes or surcharges resulting from use of the Portal, Service and Documentation by Customer, its Authorized Users or Authorized Consumers, excluding taxes due on Badger Meter’s income. Customer will not be responsible for payment of taxes or surcharges resulting from its use of the cellular service included as part of the Service, as those charges are included in the Service Fees. (c) Updated Schedule of Fees. At least ninety (90) days prior to the expiration date of the Term (“Anniversary Date”), Badger Meter will provide Customer with an updated Schedule of Fees for the Service for the upcoming contract term.
(6) RESTRICTIONS ON RIGHT TO USE. Customer agrees that Customer, its Authorized Users and Authorized Consumers will not use or permit or assist another to use the Portal, Service or Documentation in violation of this Agreement and will not:
(a) Sell, license, resell, sublicense, or otherwise permit any third parties other than Authorized Users or Authorized Consumers to access or use the Portal, Service, or Documentation. (b) Remove patent, copyright, trademark or other intellectual property markings from the Portal, Service or Documentation.
(c) Modify, alter, tamper with, repair or otherwise create derivatives from the Portal, Service or Documentation.
(d) Copy, reverse engineer, disassemble or decompile the Portal, Service or Documentation or apply any other process or procedure to derive the source code from any software included in the Portal or Service. (e) Use the Portal or Service in a manner that violates any applicable international, federal, state or local laws, rules or regulations
(f) Assert or authorize, assist or encourage any third party to assert against Badger Meter, its affiliates, customers, vendors, business partners, Servicers or licensors any intellectual property infringement Claim regarding the Portal, Service or Documentation.
(g) Transmit content or messages that are illegal, fraudulent, threatening, abusive, defamatory, or obscene. (h) Make any unauthorized connection to Badger Meter’s information technology architecture (“Network”)
(i) Communicate any unsolicited commercial, voice, SMS, or other message. (j) Upload or transmit any “virus,” “worm,” or malicious code or access, alter, or interfere with the communications of and/or information about another customer. (k) Take actions that could cause damage to or adversely affect Badger Meter, the Service, Portal, Suppliers, Network or the property or reputation of Badger Meter or its Suppliers.

Customer and Badger Meter agree to make good faith efforts to minimize abuse or fraudulent use of the Portal and Service, to promptly report to each other any such abuse or fraudulent use of which they become aware, and to fully cooperate in any investigation or prosecution initiated by Badger Meter, its Suppliers or Customer related to abuse or fraudulent use of the Portal and Service. (7) CUSTOMER SUPPORT. Badger Meter will provide Customer the support services described in Exhibit 2 - Service Level Agreement.
321
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 3 of 24
(8) CUSTOMER DATA.
(a) Customer Data Defined. Customer, its Authorized Users and Authorized Consumers may provide Badger Meter and its Suppliers certain, customer billing information, personally identifiable information or other content (“Customer Data”). Customer Data is further defined as all meter register, interval and alarm data that is connected through the Service and stored in the Portal. (b) Ownership. The Parties agree that the Customer Data is and shall remain the sole and exclusive property of Customer and/or its licensors or Authorized Consumers, including but not limited to any intellectual rights in the Customer Data.
(c) Use of Customer Data by Badger Meter. Customer, its Authorized Users and Authorized Consumers consent to Badger Meter and its Suppliers’ right to host, access, store, copy and use the Customer Data as reasonably necessary to provide, maintain, repair and enhance the Portal, Service and Documentation. Badger Meter may disclose certain Customer Data only to provide the Service to Customer, its Authorized Users and Authorized Consumers or to comply with the law or request of a governmental or regulatory body (including subpoenas or court orders as described in Section 9.) (d) Customer Responsibilities. Customer is solely responsible for the development, content, operation and maintenance of the Customer Data, including but not limited to the technical operation of the Customer Data, and ensuring that calls made to the Service from Customer’s network are compatible with then-current API’s for the Service. Customer endeavors to use its best efforts to ensure that Customer, its Authorized Users and Authorized Consumers comply with the Badger Meter Terms of Use Policy, the Badger Meter Privacy Policy or any other policies referenced in this Agreement and the law. (9) CONFIDENTIALITY.
(a) Confidential Information Defined. For purposes of this Agreement, Confidential Information means all nonpublic information disclosed by one party to the other that is designated as confidential or that given the nature of the information or circumstances surrounding its disclosure, reasonably should be understood to be confidential, including but not limited to: (a) nonpublic information related to Badger Meter or its affiliates, Suppliers, business partners, technology, customers, business plans, intellectual property, promotional and marketing activities, finances and other business affairs; (b) third party information Badger Meter is obligated to keep confidential; (c) the content and existence of any discussions or negotiations between the parties; (d) Badger Meter’s intellectual property used in providing the Portal, Service or Documentation; (e) Customer Data; and (f) Traffic Data, as defined below. (b) Protection of Confidential Information. To the extent permitted by law, the parties agree to hold the other party’s Confidential Information in strict confidence and will not copy, reproduce, give, sell, assign, license, market, transfer or otherwise dispose of the Confidential Information of the other party to any third parties or use the Confidential Information for any purposes whatsoever other than as contemplated by this Agreement. The Parties will take commercially reasonable steps to avoid disclosure, dissemination or unauthorized access to or use of the Confidential Information during the Term and for a period of five (5) years after the end of the Term, except that Confidential Information which is designated as a trade secret which shall continue to be subject to these confidentiality obligations in perpetuity. Customer agrees it will not misrepresent or embellish the relationship between the Parties (including by expressing or implying that Badger Meter supports, sponsors, endorses or contributes to Customer or its business endeavors) or express or imply any relationship or affiliation between Badger Meter and Customer or any other person or entity except as expressly permitted by this Agreement.
322
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 4 of 24
(c) Traffic Information. All de-identified data (generally, aggregated system data stripped of personal identifiable information “PII”) generated or collected by Badger Meter through operation of the Portal and Service is referred to as the “Traffic Data.” All Traffic Data shall be the Confidential Information of and owned exclusively by Badger Meter.
(d) Third Party Requests for Confidential Information. Neither party may disclose the other party’s Confidential Information except to a Supplier subject to the restrictions in this Agreement or an Authorized User or Authorized Consumer except as otherwise required by law. If a party receives a request for access to the other party’s Confidential Information from a third party, the receiving party agrees to inform the disclosing party in writing within three (3) business days of receipt of the request unless prohibited by law. (e) Exclusions from Confidential Information. Confidential Information of a party shall not include information which: (i) is in or becomes part of the public domain through no fault of the receiving party; (ii) the receiving party can prove was known to it prior to its receipt from the disclosing party without reference to the Confidential Information; (iii) is independently developed by the receiving party outside of this Agreement without use of the disclosing party’s Confidential Information; or (iv) is obtained by the receiving party from a third party which had no obligation of confidentiality to the disclosing party. (f) California Public Records Act. Notwithstanding anything to the contrary set forth in this section (10), Customer is a California Charter City and is subject to the California Public Records Act as set forth in Chapter 3.5 of Division 7 of Title 1 of the California Government Code (CPRA). All records in the possession of Customer are deemed public records pursuant to the CPRA and are presumptively discloseable unless subject to the exceptions set forth in the CPRA and elsewhere. Any disclosure made by Customer, including the disclosure of Confidential Information, required to made under the CPRA shall not be a breach of this section (10). However, Customer shall, upon receiving a CPRA request from a member of the public that includes Confidential Information, provide at least 10-days’ notice of the request to Badger Meter during which time Badger Meter may, in its discretion, seek an injunction to prevent disclosure of the information. If no such injunction is issued within the 10-day period, Customer may disclose all requested non-exempt information including any Confidential Information. (10) CUSTOMER’S REPRESENTATIONS AND WARRANTIES. Customer represents and warrants to Badger Meter that:
(a) Authority. Customer has the right and authority to enter into this Agreement and to meet its financial and legal obligations under this Agreement.
(b) Ownership. Customer, its licensors or its Authorized Consumers, own all rights, title and interest in and to the Customer Data. Customer has all rights in the Customer Data necessary to grant the rights to Badger Meter contemplated under this Agreement.
(c) Compliance with Badger Meter Policies. None of the Customer Data or the use of the Customer Data, the Portal or Service by Customer, its Authorized Users or its Authorized Consumers will violate Badger Meter’s BEACON Terms of Use https://beaconama.net/termsofuse.html or Privacy Policy https://beaconama.net/privacy/privacy.html.

If the information contained in these links contradicts this Agreement, the terms of this Agreement govern to the extent permitted by law.
(d) Compliance with the Law. Customer will not access or use the Portal, Service or Documentation in any manner that violates any applicable international, federal, state or local laws and/or regulations, including but not limited to all applicable data protection, intellectual property and privacy laws and 323
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 5 of 24
Customer will utilize its best efforts to ensure that Authorized Users and Authorized Consumers do not access or use the Portal, Service or Documentation in any manner that violates any applicable international, federal, state or local laws and/or regulations, including but not limited to all applicable data protection, intellectual property and privacy laws
(11) REPRESENTATIONS AND WARRANTIES OF BADGER METER.
(a) Authority. Badger Meter represents and warrants to Customer that it has the right and authority to enter into this Agreement and to perform its obligations under this Agreement. (b) Service Warranty. Badger Meter represents and warrants to Customer that the Portal and Service will be provided pursuant to Exhibit 2 – Service Level Agreement. In providing the Portal and Service, Badger Meter will maintain sufficient data storage capacity to satisfy the technical requirements and required storage capacity to host the Portal and Service, in its reasonable discretion. If after investigation per section 4 of Exhibit 2, it is determined that Customer intentionally or negligently allowed unauthorized users to access the Portal, Service or Documentation, this express limited warranty will immediately become null and void until such unauthorized use is discontinued.
(c) Remedy for Breach of the Express Limited Warranty. If the Portal, Service or Documentation fail to meet the terms of the express limited warranty set forth in Section 11(b), Customer is required to notify Badger Meter promptly as defined in Exhibit 2 – Service Level Agreement. Customer’s exclusive remedy for a breach of the express limited warranty is a Service credit to be calculated in accordance with Exhibit 2 – Service Level Agreement.
(d) DISCLAIMER OF IMPLIED WARRANTIES. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 11(b), BADGER METER MAKES NO OTHER

EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES AS TO THE PORTAL, SERVICE OR DOCUMENTATION. BADGER METER EXPRESSLY DISCLAIMS ANY

OTHER EXPRESS OR IMPLIED WARRANTIES WITH REGARD TO THE PORTAL,

SERVICE OR DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED

WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, FITNESS FOR A

PARTICULAR PURPOSE, QUIET ENJOYMENT, OR IMPLIED WARRANTIES ARISING FROM A COURSE OF DEALING, INDUSTRY PRACTICE OR USAGE OF TRADE.

BADGER METER EXPRESSLY DISCLAIMS THAT THE PORTAL AND SERVICE WILL BE

UNINTERRUPTED, ERROR FREE OR FREE OF HARMFUL COMPONENTS, AND

EXPRESSLY DISCLAIMS ANY WARRANTIES AS TO THE RELIABILITY, QUALITY,

SECURITY, CONDITION, DESIGN, SUITABILITY, INTER-OPERABILITY, AVAILABILITY,

COMPLETENESS OF THE PORTAL OR SERVICE OR THAT ANY DATA, INCLUDING THE CUSTOMER DATA, WILL BE SECURE OR NOT OTHERWISE LOST OR DAMAGED. (e) ESSENTIAL TERMS. THE ENFORCEABILITY OF THIS SECTION (11) IS ESSENTIAL TO BADGER METER’S WILLINGNESS TO ENTER INTO THIS AGREEMENT WITH CUSTOMER.
(12) LIMITATION OF LIABILITY
(a) DIRECT DAMAGES. IF ANY PARTY DEFAULTS IN ITS OBLIGATIONS UNDER THIS

AGREEMENT, THE NON-BREACHING PARTY WILL BE ENTITLED TO RECOVER FROM

THE BREACHING PARTY ONLY THE ACTUAL AND DIRECT DAMAGES THAT THE NON-BREACHING PARTY MAY INCUR AS A RESULT OF SUCH BREACH. 324
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 6 of 24
(b) CAP ON DAMAGES. NEITHER PARTY’S NOR ANY OF ITS RESPECTIVE AFFILIATES

ANNUAL LIABILITY UNDER THIS AGREEMENT WILL EXCEED THE LESSER OF (A) THE

AMOUNTS THE CUSTOMER ACTUALLY PAYS BADGER METER UNDER THIS AGREEMENT FOR THE SERVICE THAT GAVE RISE TO THE CLAIMDURING THE 12 MONTHS PRECEDING THE CLAIM, OR (B) US $250,000. NOTHING IN THIS SECTION 12 WILL LIMIT CUSTOMER’S OBLIGATION TO PAY BADGER METER FOR USE OF THE SERVICES PURSUANT TO SECTION 5.
(c) LIMITS ON DAMAGES. EXCEPT FOR PAYMENT OBLIGATIONS ARISING UNDER SECTIONS (13) AND (14) (INDEMNIFICATION), NEITHER PARTY NOR ANY OF ITS

RESPECTIVE AFFILIATES, SUPPLIERS OR LICENSORS WILL BE LIABLE TO THE

OTHER PARTY, AN AUTHORIZED USER, AUTHORIZED CONSUMER OR ANY THIRD

PARTY FOR ANY CLAIMS, DEMANDS, ACTIONS, LOSSES, DAMAGES, FINES, JUDGMENTS SETTLEMENTS, COSTS, EXPENSES, ATTORNEY’S FEES, AND COURT

COSTS OR ANY OTHER LIABILITIES OF ANY NATURE WHATSOEVER, INCLUDING

BUT NOT LIMITED TO THE PORTAL, SERVICE, DOCUMENTATION, OR THE SUBJECT MATTER OF THIS AGREEMENT (“CLAIM”).

FURTHER, NEITHER PARTY NOR ANY OF EITHER PARTY’S RESPECTIVE AFFILIATES,

SUPPLIERS OR LICENSORS SHALL BE LIABLE TO THE OTHER PARTY, AN

AUTHORIZED CONSUMER OR ANY THIRD PARTY FOR ANY SPECIAL, INDIRECT,

INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES,

LOST REVENUE OR PROFITS OR DIMINUTION OF VALUE, OR OTHER ECONOMIC

ADVERSITY, CLAIMS RESULTING FROM LOSS OF CUSTOMER DATA, OR BREACH OF

CONFIDENTIALITY, ARISING OUT OF, OR RELATING TO, AND/OR IN CONNECTION

WITH ANY BREACH OF THIS AGREEMENT, REGARDLESS OF WHETHER SUCH

DAMAGES WERE FORESEEABLE, WHETHER OR NOT THE PARTY WAS ADVISED OF

THE POSSIBILITY OF SUCH DAMAGES, AND THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED.

NEITHER BADGER METER NOR ANY OF ITS AFFILIATES, SUPPLIERS OR LICENSORS

WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT OR DAMAGES ARISING IN CONNECTION WITH: (A) CUSTOMER’S INABILITY TO USE THE PORTAL OR SERVICE, INCLUDING AS A RESULT OF ANY: (i) TERMINATION OR SUSPENSION OF THIS AGREEMENT OR CUSTOMER’S USE OF OR ACCESS TO THE SERVICE ; OR (ii)

WITHOUT LIMITING ANY OBLIGATIONS UNDER THE SERVICE LEVEL AGREEMENT,

ANY UNANTICIPATED OR UNSCHEDULED DOWNTIME OF ALL OR A PORTION OF THE

SERVICE FOR ANY REASON, INCLUDING BUT NOT LIMITED TO AS A RESULT OF A POWER OUTAGE, SYSTEM FAILURE OR OTHER INTERRUPTION; (B) THE COST OF PROCUREMENT OF SUBSTITUTE SERVICES; (C) ANY INVESTMENTS, EXPENDITURES

OR COMMITMENTS MADE BY CUSTOMER IN CONNECTION WITH THIS AGREEMENT OR CUSTOMER’S USE OF OR ACCESS TO THE SERVICE OR (D) ANY UNAUTHORIZED

ACCESS TO, ALTERATION OR THE DELETION, DESTRUCTION, DAMAGE, LOSS OR FAILURE TO STORE ANY OF CUSTOMER’S DATA.
(13) CUSTOMER’S INDEMNIFICATION OBLIGATIONS.
(a) Generally. Customer agrees to defend, indemnify, and hold harmless Badger Meter as well as its parents, subsidiaries, affiliates, officers, employees, agents, licensors, Suppliers, representatives and customers and each of their respective employees, officers, directors, members and representatives (the 325
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“Badger Meter Parties”), against any and all Claims made against the Badger Meter Parties by any third party arising out of or related to: (i) Customers, Authorized Users or Authorized Consumers access and use of the Portal, Service, or Documentation; (ii) the subject matter of this Agreement ; (iii) violation of applicable law by Customer or its Authorized Users; or (iv) a dispute between Customer and any Authorized User or Authorized Consumer.
(b) Procedure for Indemnification. Upon receipt of a Claim, Badger Meter will provide prompt written notice to Customer of the Claim for which the Badger Meter Parties seek indemnification. Badger Meter’s failure to promptly notify Customer will only affect Customer’s obligation to indemnify the Badger Meter Parties to the extent such failure causes actual prejudice to Customer’s ability to defend the Claim. The notice must include a description of the Claim with reasonable detail of the facts giving rise to the Claim. Upon receipt of notice of a Claim, Customer shall be obligated to assume and control the defense of such Claim at its own expense. The Badger Meter Parties may retain their own counsel to cooperate in defending the Claim, at their own expense. The Badger Meter Parties agree to cooperate with Customer in defending the Claim and in making available to Customer all witnesses, records, materials and information in their possession or control to assist in the defense of the Claim, as is reasonably requested by Customer. Customer may not settle or compromise any Claim or consent to the entry of any judgment unless Badger Meter provides prior written consent and the Badger Meter Parties are given an unconditional written release from Customer with respect to the Claim. In the event Customer fails to defend, indemnify, and hold the Badger Meter Parties harmless, after notice of a request for indemnification, the Badger Meter Parties shall be entitled to assume the defense and seek reimbursement from Customer for all losses with regard to the Claim and all attorneys’ fees and litigation costs expended by the Badger Meter Parties in defending the Claim.
(14) BADGER METER’S INDEMNIFICATION OBLIGATIONS.
(a) Generally. Subject to the limitations of liability provisions set forth in Section (12) of this Agreement, Badger Meter agrees to indemnify, defend and hold harmless Customer, and as applicable its officers, directors, members, board members, governing members, trustees, commissioners, elected and appointed officials, employees, agents, consultants and other representatives (“Customer Parties”) from and against any legal proceedings filed against the Customer Parties by a third party based upon the allegations that the Portal, Service or Documentation infringes or violates a third party’s patent, copyright or other intellectual property rights (“Intellectual Property Dispute”). (b) Mitigation. If the Portal, Service or Documentation becomes the subject of an Intellectual Property Dispute and is enjoined, Badger Meter will have the right to (i) procure for Customer the right to continue using the Portal and Service; (ii) modify the Portal and Service to avoid allegations of infringement, provided the modification does not materially change the functionality of the Portal and Service; (iii) replace the Portal and Service with an equally suitable, functionally equivalent, non-infringing Portal and Service; or (iv) immediately terminate this Agreement and provide Customer with a refund of any unused pre-paid portion of the Service Fees.
(c) Exclusions. Badger Meter assumes no liability for and Customer will not be entitled to receive indemnification from Badger Meter for any Intellectual Property Dispute which results directly and solely from (i) Customer’s failure to use the Portal or Service in conformity with the Documentation; (ii) Customer’s actions in combining the Service with any third party software, technology, hardware or data; or (iii) Customer’s violation of access granted in Section (2). (d) Procedure for Indemnification. Upon receipt of an Intellectual Property Dispute, Customer will provide prompt written notice to Badger Meter of the Intellectual Property Dispute for which the Customer Parties seek indemnification. Customer’s failure to promptly notify Badger Meter will only 326
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affect Badger Meter’s obligation to indemnify the Customer Parties to the extent such failure causes actual prejudice to Badger Meter’s ability to defend the Claim. The notice must include a description of the Intellectual Property Dispute with reasonable detail of the facts giving rise to the Intellectual Property Dispute. Upon receipt of notice of an Intellectual Property Dispute, Badger Meter shall be obligated to assume and control the defense of such Intellectual Property Dispute at its own expense. Customer may retain its own counsel to cooperate in defending the Intellectual Property Dispute, at its own expense.

Customer agrees to cooperate with Badger Meter in defending the Intellectual Property Dispute and in making available to Badger Meter all witnesses, records, materials and information in Customer’s possession or control to assist in the defense of the Intellectual Property Dispute as is reasonably requested by Badger Meter. Badger Meter may not settle or compromise any Intellectual Property Dispute or consent to the entry of any judgment unless Customer provides prior written consent and the Customer is given an unconditional written release from Badger Meter with respect to the Intellectual Property Dispute. In the event Badger Meter fails to defend, indemnify, and hold the Customer Parties harmless, after notice of a request for indemnification, Customer shall be entitled to assume the defense and seek reimbursement from Badger Meter for all losses with regard to the Intellectual Property Dispute and all attorneys’ fees and litigation costs expended by Customer in defending the Intellectual Property Dispute. (15) TERMINATION.
(a) Termination for Convenience. Customer may terminate this Agreement for any reason by providing Badger Meter written notice of termination at least ninety (90) days in advance of the effective date of such termination. Badger Meter shall be entitled to receive just and equitable compensation for any services performed hereunder through the date of the termination. After receipt of a notice of termination for convenience, Badger Meter will exercise reasonable diligence to accomplish the cancellation or diversion of related services and settle all outstanding liabilities associated with the cancellation of such commitments.
(b) Termination for Cause. A party is in default under this Agreement if it materially breaches or materially fails to perform its obligations under this Agreement, which includes any failure to make undisputed payments pursuant to Section (5) (“Event of Default”). (c) Opportunity to Cure. Upon the occurrence of an Event of Default, the non-defaulting party shall deliver a written notice describing the Event of Default (the “Cure Notice”). If the receiving party has not cured the Event of Default within thirty (30) days after receipt of the Cure Notice, then the nondefaulting party shall have the right to terminate this Agreement, at its option, by delivering to the defaulting party a written notice of termination (the “Termination Notice”). (d) Immediate Right to Terminate. Badger Meter shall have the right to immediately terminate this Agreement: (i) in order to protect its Confidential Information, or its Intellectual Property Rights in the Portal or Service; (ii) in order to comply with applicable law (iii) if Customer makes any representation or warranty which is materially untrue as of the Effective Date or at any time during the Term; or (iv) upon an assignment for the benefit of creditors, if Customer suffers or permits the appointment of a receiver for its business or assets, or avails itself of, or becomes subject to, any proceeding under any statute relating to insolvency or for the protection of creditor rights or if a party becomes insolvent or technically bankrupt. (e) Termination. Upon delivery of the Termination Notice to Customer by Badger Meter: (i) Badger Meter may cease providing Services to Customer, its Authorized Users and Authorized Consumers; (ii) Customer, its Authorized Users and Authorized Consumers will have no further right to use the Portal, Service or Documentation, will immediately cease using the Portal, Service and Documentation, and will receive no further Service; (iii) Customer will deliver to Badger Meter any Confidential Information of Badger Meter’s in its possession or control, and
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(iv) Badger Meter may cease gathering data from Customer’s endpoints, within a reasonable time, up to one hundred twenty (120) days after termination. Within a reasonable time after termination, at Badger Meter’s discretion, Badger Meter will scrub the personally identifiable information from the Customer Data. Customer must immediately return, or at Badger Meter’s option, destroy all Documentation provided to Customer by Badger Meter. Customer will remain liable for any Service Fees incurred prior to termination.
(f) Post – Termination Assistance. At either the expiration of the Term without renewal, or upon a default by Customer and subsequent termination, Badger Meter will provide post- termination data retrieval assistance to Customer for an additional fee, which shall be invoiced at the rate of $200/hour, with the number of hours required determined by the amount of data Customer wishes to extract from the Service. Any additional post-termination assistance from Badger Meter is subject to mutual agreement by the parties.
(g) Reinstatement Fee. If Customer desires to reinstate access to the Portal and Service after termination, a reinstatement fee of $7.50 per endpoint reinstated will apply. (16) SUSPENSION OF SERVICES.
(a) Nonpayment. Badger Meter may suspend the Service and access to the Portal and shall not be obligated to provide access to the Portal and Service to Customer, its Authorized Users or Authorized Consumers until all outstanding undisputed invoices for the Service have been paid in full, including any fees associated with suspension of the Service.
(b) Network Protection. Customer acknowledges that Badger Meter (and any of its Suppliers) may restrict, or suspend all or a portion of the Service or limit the Service as may be reasonably necessary to prevent or limit suspected fraud or any problem that materially and adversely affects the performance of the Service and/or is likely to do substantial damage to Badger Meter, Badger Meter’s customers or Suppliers. Some of these actions may interrupt or prevent legitimate communications and usage. Such situations may arise: (a) if a device deployed on the Service is materially out of compliance with the technical requirements; (b) in case of actual or suspected fraudulent use; or (c) in case of disruptive or damaging operation.
(c) Notification. In the event that Badger Meter or one of its Suppliers restricts, suspends or cancels any portion of the Service or limits the operation of the Service, Badger Meter shall use reasonable efforts to (i) promptly notify Customer in advance; (ii) provide reasonable information regarding its identification of the issue that resulted in the actions taken; and (iii) reinstate Service upon resolution of the issue as soon as practicable and in any case within a reasonable timeframe. (d) Immediate Suspension. Badger Meter may suspend Customer’s or an Authorized Users or Authorized Consumers right to access or use the Service immediately upon notice to Customer if Badger Meter determines:
(i) Use of the Service poses a security risk to the Service, the Network or any third party, adversely impacts the Service, the Network or data of any other Badger Meter customer, or subjects Badger Meter or any third party to liability or fraud.
(ii) Customer or one of its Authorized Users or Authorized Customers is in breach of this Agreement or Customer is delinquent on its payments for more than fifteen (15) days. (iii) Badger Meter ceases to operate in the ordinary course, has an assignment for the benefit of creditors or similar disposition of its assets or becomes the subject of any bankruptcy, reorganization, liquidation dissolution or similar proceeding. 328
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(e) Reinstatement. Badger Meter will use commercially reasonable efforts to restore Customer’s rights to use and access those portions of the Service or accounts that gave rise to the suspension promptly after the problem giving rise to the suspension has been resolved. (f) Effect of Suspension. If Badger Meter suspends Customer’s right to access or use all or any portion of the Service or the Portal:
(i) Customer remains responsible for all Service Fees and undisputed charges incurred through the date of suspension.
(ii) Customer remains responsible for any applicable Service Fees and charges for any Services to which Customer has continued access.
(iii) Customer will not be entitled to any service credits under the Service Level Agreement for any period of suspension.
(iv) Badger Meter’s right to suspend the Services is in addition to Badger Meter’s right to terminate this Agreement.
(17) COMPLIANCE WITH REGULATIONS; DATA PRIVACY. Each party is responsible for complying with industry standards and such applicable laws and regulations, including, but not limited to, the generally accepted practices in the information technology service management industry for providing secure data handling and management, including meeting or exceeding Information Technology Infrastructure Library (ITIL) standards for logical and physical security and all requirements regarding the protection of data in its possession or under its control. A party will not be liable for any failure of the other party to comply with this requirement.
(18) DATA SECURITY AND RECOVERY.
(a) Data Security. In order to protect the Customer Data and prevent unauthorized access to or use of the Customer Data, Portal or Service, Badger Meter has implemented commercially reasonable internal procedures and systems designed to protect the privacy and security according to the requirements set forth in Exhibit 3 – BEACON AMA Managed Solution Security Policy (“Security Standards”), consistent with applicable international, federal, state and local laws. The purpose of the security policy is to identify reasonably foreseeable and internal risks to security and unauthorized access to Badger Meter’s Network and minimize security risks, including through risk assessment and regular testing. Badger Meter will designate one or more employees to coordinate and be accountable for the security program. (b) Protection of Customer Data. Badger Meter will implement reasonable and appropriate measures for the Badger Meter Network designed to help Customer secure the Customer Data against accidental or unlawful loss, access or disclosure in accordance with Badger Meter’s Security Standards. Badger Meter may modify its Security Standards from time to time but will continue to provide at least the same level of security as described in the Security Standards as of the Effective Date. The security and data privacy provisions in this Section contain Badger Meter, and its Suppliers entire obligation regarding the security, privacy and confidentiality of the Customer Data.
(c) Data Storage. Badger Meter will employ commercially reasonable storage (including backup, archive and redundant data storage) and commercially reasonable precautions to prevent the loss of or alteration of Customer Data, but does not guarantee against any such loss or alteration. Badger Meter will not serve as Customer’s official record keeper. Customer will maintain source documents of the Confidential Information (such as billing information) hosted by Badger Meter under this Agreement. 329
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(d) Customer Responsibilities. Customer is responsible for properly configuring and using the Service and taking steps to maintain appropriate security, protection and backup of the Customer Data, including but not limited to the use of encryption technology to protect Customer Data from unauthorized access and will perform routine archiving of the Customer Data. Further, Customer is responsible for regularly auditing its Authorized Users, and will enact internal procedures to remove Authorized Users from the Service if their job duties change and access is no longer appropriate, or if an Authorized User separates from Customer.
(e) Data Transmission Risks.
(i) Cellular Transmissions. Badger Meter cellular endpoints conform to the AES256 encryption standards or the latest AES standard in effect. Customer acknowledges that neither Badger Meter nor its Suppliers can guarantee the privacy or security of any cellular transmissions as part of the Service.

Customer acknowledges that cellular transmissions are capable of being intercepted by third parties without the knowledge or permission of Badger Meter or its Suppliers. Badger Meter and its Suppliers shall not be liable to Customer, the Authorized Users, the Authorized Consumers or any third party for interception or unauthorized use of any data transmitted through the cellular network, as part of the Service.
(ii) Internet Transmissions. Customer acknowledges that security of transmissions over the Internet cannot be guaranteed. Badger Meter is not responsible for: (i) Customer’s access to the Internet; (ii) interception, unauthorized use or interruptions of communications through the Internet; or (iii) changes or losses of data through the Internet, in each case other than to the extent caused solely by Badger Meter. In order to protect Customer Data, Badger Meter may suspend Customer, Customer’s Authorized Users or Authorized Consumers access to or use of the Badger Meter Portal or Service via the Internet immediately, without prior notice, pending an investigation of any potential security breach.
(f) Coverage Availability. The Service is provided using a wireless network. Actual signal availability in the Service Area will depend on the device used to access the Service as well as coverage for the applicable wireless network provided in specific geographic regions. Coverage may be refused, interrupted or limited by environmental factors such as signal strength, buildings, weather, geography, topography, or by factors affecting the Suppliers, such as usage concentration or by facilities changes, modifications, updates, relocations, repairs, maintenance or other similar activities necessary for the proper or improved operation of the Supplier’s facilities. Any such factors may result in dropped and blocked connections or slower data speeds. Neither Badger Meter nor any of its Suppliers will be responsible to Customer or any of Customer’s Authorized Users or Authorized Consumers for any such lapses in or obstructions to coverage. The Service Area is subject to change from time to time. Should Badger Meter receive notice from its Supplier that such Supplier intends to discontinue its support for the Badger Meter Service in all or part of the Service Area, Badger Meter will provide Customer with as much advance notice as practicable under the circumstances.
(g) Password Protection. Customer, its Authorized Users and Authorized Consumers will be required to select and use certain user names, passwords or codes to access and use the Service and Portal.

Customer assumes sole responsibility for the selection, management and use of any codes or passwords as may be permitted or required for the access to and use of the Portal and Service by Customer, its Authorized Users and its Authorized Consumers. Customer agrees to maintain the privacy of usernames and passwords associated with the Badger Meter Portal and Service. Customer shall remain responsible for all activities that occur under Customer’s password or Internet account. Customer will immediately 330
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notify Badger Meter of any unauthorized use of Customer’s password or Internet account or any other breach of security, and ensure that Customer exits from Customer’s Internet account at the end of each session. Badger Meter shall not be liable for any damages incurred by Customer or any third party arising from Customer’s failure to comply with this Section.
(h) Third Party Access. To the extent that Customer requests that Badger Meter provide any Customer Data to Authorized Users, Authorized Consumers or third parties or any non-U.S. location, Customer represents that it has acquired any consents or provided any notices required to transfer such content or information and that such transfer does not violate any applicable international, federal, state or local laws and/or regulations.
(i) Security Breach. If Badger Meter becomes aware of a security breach or that compromises the security, confidentiality or integrity of the Customer Data (“Breach”), Badger Meter will promptly notify Customer in writing and take appropriate actions to resolve the Breach. Badger Meter will reasonably cooperate with Customer to investigate the nature and scope of any Breach. In its initial notification to Customer, Badger Meter will provide Customer with: (i) a description of the Breach; (ii) the estimated impact of the Breach on Customer’s Data; (iii) the name and contact information of the person at Badger Meter who will be primarily responsible for resolving the issues for Customer; and (iv) the investigation taken and the suggested corrective action. Badger Meter will provide commercially reasonable cooperation to Customer in investigating, assisting with notification of the Breach and taking corrective action as requested by Customer.
(j) Notification of Breach. In the event that applicable law requires notification to individuals of a Breach or if requested by Customer, Badger Meter will take additional mitigation steps for the benefit of Customer, including, but not limited to, providing reasonable assistance with drafting and sending of required notifications.
(19) CHANGES.
(a) Right to Make Changes. Badger Meter may from time to time make changes, without Customer’s approval, to the Terms of Use o r the Privacy policies, provided that such changes: (i) do not increase Customer’s total costs of accessing and using the Portal and Service during the Term of this Agreement ; (ii) do not require Customer to make any material changes to its systems, software, equipment, policies or procedures ; (iii) do not have a material adverse impact on the functionality, interoperability, performance, reliability, security or resource efficiency of the Portal and Service ; (iv) do not materially reduce the scope of the Portal and Service; and (v) are otherwise consistent with this Agreement. Badger Meter will publicize any changes by a notice given to Customer or by a prominent announcement on the Portal. Any such changes will not take effect until thirty (30) days after posting of notice on the Portal.

By continuing to use the Service after the effective date of the modification to a policy, Customer agrees to be bound by the modified policies. It is Customer’s responsibility to check the Badger Meter site regularly for modifications to the policies.
(b) Emergency Changes; System Improvement. Notwithstanding the foregoing, Badger Meter and its Suppliers may make temporary changes to the Portal and Service required by an emergency or threat to the security or integrity of the Portal or Service, to respond to Claims, litigation or loss of license rights related to third party intellectual property rights or to comply with the law or requests of a government entity, as well as take actions deemed reasonably necessary to protect or optimize the Service. Some of these actions may interrupt or prevent legitimate communications and usage, including, for example, use of message filtering/blocking software to prevent SPAM or viruses, limitations on throughput, and scheduled maintenance. Badger Meter will provide notice by sending a message to the email address then associated with Customer’s account and by posting it on Badger Meter’s Portal. Badger Meter will 331
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provide Customer with: (i) at least thirty (30) days’ advance notice of planned maintenance by Badger Meter; and (ii) as much advance notice as reasonably possible of emergency changes or maintenance by Badger Meter or its Suppliers. Any actions resulting in permanent changes shall only be made in compliance with Section (19) (a).
(20) RIGHT TO SUBCONTRACT. Badger Meter may subcontract the performance of any of its cellular or web-services duties or obligations under this Agreement, and will use commercially reasonable efforts to subcontract only with subcontractors that have the requisite skills to perform any subcontracted obligations in accordance with the terms of this Agreement. (21) GENERAL.
(a) Binding Agreement. This Agreement is binding upon and will inure to the benefit of the parties and their respective successors and assigns.
(b) Affiliates. This Agreement covers only the employees and agents of Customer. If Customer wishes to have any entity that directly or indirectly controls, is controlled by or is in common control with Customer to access the Portal and use the Service, Customer’s Affiliate must execute a separate agreement with Badger Meter.
(c) Assignment. Either party may assign its rights and obligations under this Agreement with the express written consent of the other party, which consent will not be unreasonably withheld or delayed.

Any purported assignment or transfer in violation of this Section will be null and void. Notwithstanding the foregoing, Badger Meter may assign its rights and obligations under this Agreement without the consent of Customer: (i) upon a sale of a majority of its outstanding capital stock to an affiliate or third party; (ii) if it sells all or substantially all of its assets; (iii) in the event of a merger; or (iv) in the event of a similar change of control.
(d) No Waiver. The waiver or failure of either party to exercise any right or remedy provided under this Agreement will not be deemed a waiver of any further right or remedy. All waivers must be in writing to be effective.
(e) Severability. If any portion of this Agreement is held to be invalid or unenforceable, the remaining portions of this Agreement will remain in full force and effect. Any invalid or unenforceable portions of this Agreement will be interpreted to effectuate the intent of the original Agreement. If such construction is not possible, the invalid or unenforceable portion of the Agreement will be severed from this Agreement, and the remainder of the Agreement will remain in full force and effect. (f) Independent Contractors. The Parties agree that they are independent contractors and that neither party nor any of their respective affiliates, is an agent of the other for any purpose or has the authority to bind the other.
(g) Savings Clause. The invalidity of any provision of this Agreement shall not affect the validity and binding effect of the remaining provisions.
(h) No Third Party Beneficiaries. Nothing express or implied in this Agreement shall confer any rights, remedies, obligations or liabilities whatsoever to third parties which are not signatories to this Agreement.
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(i) Governing Law. To the extent permitted by law, the terms of this Agreement are governed by the laws of the State of Wisconsin, without reference to its conflict of laws principles. The United Nations Convention for the International Sale of Goods does not apply to this Agreement. (j) No Claims Against or Liability of Badger Meter Suppliers. Customer acknowledges that the Service utilizes services that are furnished to Badger Meter and one or more Suppliers pursuant to agreements between Badger Meter and its Suppliers. Neither Customer nor any Authorized Users or Authorized Consumers has a contractual relationship with Badger Meter’s Suppliers and neither Customer nor its Authorized Users or Authorized Consumers is a third party beneficiary of or will have any claim against Badger Meter’s Suppliers in the event any such agreement expires or is terminated. Customer further acknowledges that the Suppliers disclaim all liability of any nature, whether legal or equitable, to Customer, its Authorized Users or Authorized Consumers, whether direct, indirect, incidental or consequential, arising out of the use of Badger Meter Portal or Service by Customer, its Authorized Users or Authorized Consumers, including any liability for personal injury or death, failure to be able to use the Service or otherwise. Customer agrees that neither it nor any Authorized Users or Authorized Consumers shall have any Claim against the Supplier of any kind with respect thereto, whether arising out of breach of contract, warranty, negligence, and tort or otherwise. (k) Dispute Resolution.
(i) Initial Resolution Efforts. The parties shall act in good faith and use commercially reasonable efforts to promptly resolve any claim, dispute, controversy or disagreement (each a “Dispute”) between the parties or any of their respective subsidiaries, affiliates, successors and assigns under or related to this Agreement or any document executed pursuant to this Agreement or any of the transactions contemplated hereby.
(22) INJUNCTIVE RELIEF: Notwithstanding the provisions of Section 21, to the extent permitted by law, Badger Meter shall have the right to pursue injunctive, declaratory or other relief by the state and federal courts sitting in Milwaukee, Wisconsin and waive any objection that they would otherwise have to venue in such courts. (23) NOTICES. All notices shall be in writing and delivered to the other party by means of: (a) personal delivery set forth below; (b) courier (signature required upon delivery); (c) recognized overnight courier, at the following address; (d) fax with proof of delivery; or (e) via electronic mail with proof of delivery:

Notices sent by email will be effective when sent and notices posted on Badger Meter’s Portal will be effective upon posting. All notices must be provided in the English language.

If to Badger Meter:

Legal Department, Attn: Assistant General Counsel 4545 W.

Brown Deer Road
Milwaukee, WI 53223
If to Customer:

City of Vallejo
(24) SURVIVABILITY. Any provision of this Agreement which by its nature should survive termination or expiration of this Agreement shall survive its expiration or termination. (25) LIMITATION OF CLAIMS. No action arising under or in connection with this Agreement, regardless of the form, may be brought by Customer more than two (2) year after Customer becomes aware of or should reasonably have become aware of the occurrence of events giving rise to the Claim. 333
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(26) FORCE MAJEURE. Neither party shall be liable to the other or any third party by reason of any failure or delay of its obligations under this Agreement where the delay or failure results from any cause beyond its reasonable control, including, but not limited to, acts of God, fires, storms, floods or other acts of nature, explosions, systemic electrical telecommunications or other utility failures, earthquakes, hurricanes, tornados, natural disasters, strikes, shortage of materials, work stoppage or other labor dispute, embargoes, riots, insurrections, acts of war or terrorism, or any action or restraint by court order or public or governmental authority (“Force Majeure Event”). The party subject to the Force Majeure Event agrees to use commercially reasonable efforts to minimize the impact of the Force Majeure Event on the other party. (27) AMENDMENT. This Agreement may only be amended by a written document signed by both parties.

Badger Meter will not be bound by and specifically objects to any term, condition or other provision which is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is submitted by Customer in any receipt, acceptance, confirmation, agreement, purchase order, correspondence or other documentation. If the terms of this Agreement are not consistent with the terms contained in any policy, the terms contained in this Agreement will control, except that the Service Terms will control over this Agreement.
(28) ENTIRE AGREEMENT. This Agreement, including all applicable Exhibits and policies, constitutes the entire agreement between the parties with regard to its subject matter. This Agreement supersedes all prior or contemporaneous agreements, discussions, negotiations, undertakings, communications, representations or proposals, whether written or oral. (29) ORIGINALS, COUNTERPARTS. This Agreement may be executed in several counterparts, each of which shall be deemed an original and all of which together will be deemed to constitute one and the same document. This Agreement may be executed and delivered by facsimile signature or portable document format (.pdf) by electronic mail.

IN WITNESS WHEREOF, the authorized representatives of the parties hereby bind the parties to this BEACON AMA Managed Solution Master Agreement by signing below:

BADGER METER, INC CITY OF VALLEJO
Signature Signature
Printed Name Printed Name
Title Title
Date Date
334
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EXHIBIT
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FEES

1. Service Fees. Customer agrees to pay the following Service Fees, as consideration for the right to access and use the Portal, Service and Documentation during the Term, as well as applicable Taxes.

2. Invoicing. Badger Meter shall issue invoices to Customer for Service and Support Fees on a monthly basis. Undisputed payments are due within thirty (30) days of the date of the invoice.

3. Interest and Costs. Customer agrees that it will be responsible to pay Badger Meter for any collection expenses incurred by Badger Meter, including interest at the highest interest rate permitted by law, and reasonable attorneys’ fees and court costs incurred by Badger Meter in enforcing its rights under this Agreement.

BEACON Monthly Endpoint Subscription Fee
Hourly Data, Once Daily Call-in: $0.89 per endpoint per month Invoicing for monthly endpoint subscription fee starts at time of endpoint activation or 6 months from date of shipment, whichever comes first. Invoicing for a monthly endpoint will cease if an endpoint is deactivated or destroyed.
335
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 17 of 24
EXHIBIT 2

SERVICE LEVEL AGREEMENT
This Service Level Agreement (“SLA”) will go into effect upon completion of Endpoint Provisioning, which is the point during meter installation when the endpoint is installed and verified to provide data to the BEACON AMA Managed Solution.

1. CUSTOMER SUPPORT.

Service Levels. Within one (1) hour after a request for Customer Support Services from Customer, Badger Meter will respond to such request in accordance with the procedures set forth below. Customer may report the problem by phone, email or website provided by Badger Meter to Customer. Badger Meter will use commercially reasonable efforts to meet the response and resolution times set forth below:

Severity Level Response Time Resolution Time
Level 1 – Service is
unavailable
one (1) hour six (6) hours
Level 2 – certain
interruptions but
service is still available
twenty-four (24) hours twenty-four (24) hours
Level 3 – minor
intermittent
malfunction
twenty-four (24) hours three (3) days
Level 4 – suggestions for
new features or
enhancements to
BEACON Portal and
Service
twenty-four (24) hours Evaluated, scheduled and
prioritized for potential
inclusion in upcoming releases.
336
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 18 of 24

2. BEACON PORTAL AND SERVICE AVAILABILITY PROMISE.

Badger Meter will use commercially reasonable efforts to fulfill the following Service Promise:
x BEACON Portal and Service Availability of 99% within each calendar month, excluding any Emergency Downtime, Scheduled Downtime, any unavailability of the Portal and Service due to any Force Majeure Event and any unavailability of the Portal and Service less than fifteen (15) minutes in duration following written notice thereof.

Definitions
“Availability” is the monthly uptime percentage with normal functionality of the Portal and the Service, calculated as described below.
“Emergency Downtime” means any unavailability of the Portal or Service due to a temporary suspension by Badger Meter to perform maintenance to address any, urgent and unexpected issue with the Portal or Service. “Scheduled Downtime” means any unavailability of the Portal or Service due to scheduled maintenance.

Scheduled maintenance may occur between 10:00 p.m. on Saturday to 4:00 a.m. on Sunday (Pacific Time) every week. Badger Meter shall have the right to change the scheduled maintenance times upon notice to Customer posted on the BEACON Portal.

CALCULATION of BEACON Portal and Service Availability:

Availability is measured by Badger Meter through standard monitoring software that tests the application availability at least every five (5) minutes and logs unavailability incidents (date and UTC time) for each monitored component.

Availability is calculated as the percentage of uptime in the applicable calendar month, excluding scheduled downtime:

Total Unavailability
ï
Total Minutes of Service Month – Total Minutes of Approved Downtime Where:
“Total Unavailability Minutes” is the cumulative unavailability time in minutes in the applicable month where the Portal and Service are not available due to unplanned outages or from systematic errors on the part of Badger Meter,
“Total Minutes of Service Month” is the cumulative time in minutes in the month in question, calculated by taking the number of days in month x 24 hours/day x 60 minutes/hour, and “Total Minutes of Approved Downtime” is the cumulative time in minutes in the applicable month where the Supplier applications are not available due to scheduled downtime or other planned scheduled outages.

In order to be included within the Total Unavailability Minutes: (a) Customer shall notify Badger Meter, in writing, via email([email protected]) of the unavailability of the Portal or the Service; (b) such unavailability shall be greater than fifteen (15) minutes in duration following Badger Meter’s receipt of such 337
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 19 of 24
notice; and (c) Customer shall notify Badger Meter, in writing, via email within twenty-four (24) hours of such unavailability that it should be included within the Total Unavailability Minutes unless such unavailability is due to any Emergency Downtime, Scheduled Downtime, or any unavailability of the Services due to any Force Majeure Event.

Service Credits
If Badger Meter fails to meet the BEACON Portal and Service Availability Promise, the following Service Credits will be calculated as follows:

Service Credit = Endpoint Service Units Consumed in the Month * (1 - Availability) rounded to the next whole number
For example;
Service Credit will be added to Customer’s account in the form of pre-paid Service Units for the same endpoint type(s).

3. MONTHLY BILLING DATA SERVICE PROMISE.

Badger Meter will use commercially reasonable efforts to fulfill the following Service Promise:
x The BEACON AMA Managed Solution will successfully provide Monthly Billing Data for at least

98.5% of provisioned accounts at the time of billing request to the BEACON AMA Managed Solution.

Definitions
“Managed Solution” is a system that consists of a network deployment using fixed network and/or cellular endpoints, where Badger Meter maintains the responsibility for managing the reading hardware and software for system operation over the Term of the Agreement.
“Provisioned Accounts” are accounts with cellular or fixed network endpoints that are discovered by the network, fully able to communicate with the network, and completely entered correctly in the BEACON AMA Managed Solution.
“Monthly Billing Data” is a valid meter reading obtained within three (3) days of the billing as performed through the BEACON AMA Managed Solution to provisioned accounts.

CALCULATION of Monthly Billing Data Service Promise for Provisioned Accounts:

Availability Service Credit (Service Units per 1,000
Service Units consumed in the month)
95% 50
90% 100
80% 200
70% 300
60% 400
50% 500
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 20 of 24
Monthly Billing Data success rate is calculated by the count of accounts in the billing cycle with meter read data within three (3) days (“Count of Billing Reads”) divided by the number of active and Provisioned Accounts in the billing cycle (“Count of Total Billing Cycle”).

Count of Billing Reads
Count of Total Billing Cycle
Where:
“Count of Billing Reads” is the total number of accounts in the billing file with valid data that a billing quality reading is supplied for managed solution endpoints. “Count of Total Billing Cycle” is the total number of accounts with valid data in the billing file being processed for managed solution endpoints.

If Customer suspects that the Monthly Billing Data Service Promise has not been met for a particular Billing Cycle, (a) Customer shall notify Badger Meter, in writing, within twenty-four (24) hours of the occurrence, via email ([email protected]) of the Count of Billing Reads and Count of Total Billing Cycle of managed solution endpoints; (b) the specific time and date when the billing read file was generated.

Service Credits
If Badger Meter fails to meet the Monthly Billing Data Service Promise, Service Credits will be calculated as follows:

Service Credit = Managed Solution Endpoint Service Units Consumed in the Month * (1 - Monthly Billing Data Success Rate) rounded to the next whole number
For example;
Service Credit will be added to Customer’s account in the form of pre-paid Service Units for the same endpoint type(s).

Monthly Billing Data Success Rate Service Credit (Service Units per 1,000 Service Units consumed in the month)
95% 50
90% 100
80% 200
70% 300
60% 400
50% 500
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 21 of 24

4. MISCELLANEOUS.

Exclusions
The BEACON Portal and Service Availability Promise and Monthly Billing Data Service Promise do not apply to any of the following performance issues, in addition to other exclusions herein:
(i) Resulting from any actions or inactions of Customer, its Authorized Users or Authorized Consumers in accordance with the restrictions and requirements of this Agreement; (ii) Resulting from Customer or its suppliers equipment, software, or other technology and/or Customer’s third party equipment, software, or other technology outside of Badger Meter’s control; (iii) Caused by failures, including, but not limited to, internet connectivity, port availability, firewall configuration, or cellular networks at Customer’s location; (iv) Resulting from Customer’s breach of any term or condition under the Agreement; (v) Caused by unexpected or unintentional RF interference or signal obstruction caused by sources not present or not in use during endpoint installation; (vi) Caused by intentional RF interference or signal obstruction not present during endpoint installation, caused by third parties;
(vii) Caused by Customer, an Authorized User’s or an Authorized Consumer’s misuse or abuse of the Portal or Service;
(viii) During an event triggering a disaster recovery and for a twenty-four (24) hour period after the resumption of the Service following such an event to allow for the system to return to normal operating ranges; (ix) Arising from Badger Meter’s suspension or termination of Customer’s right to use the BEACON Managed Solution in accordance with the Agreement;
(x) Arising from failure of Customer to follow Badger Meter’s published installation, operation and maintenance instructions and Clarifications from Badger Meter’s Preliminary Network Design; (xi) When outdoor temperatures either exceed or are below the endpoint operating temperature range as described in the applicable product data sheet.
(xii) Accounts read using manual, touch read, handheld and mobile technology are not included as part of the Monthly Billing Data Service Promise, as these reading technologies are outside of Badger Meter’s control.

In the event Badger Meter does not meet a Service Promise hereunder, Badger Meter will conduct a commercially reasonable root cause analysis of the Service promise failure. If Badger Meter’s analysis is inconclusive, or if Badger Meter concludes that circumstances outside of Badger Meter’s control caused the Service promise failure, or if Badger Meter concludes that a failure falls under any other exclusions described hereunder, Customer will not be entitled to a Service Credit. If Badger Meter’s analysis is conclusive and that circumstances within Badger Meter’s control caused the Service failure, Customer will be eligible to receive a Service Credit as described above.

EXCEPT AS EXPRESSLY PROVIDED IN THIS SLA, THE SERVICE CREDITS SPECIFIED IN THIS SLA WILL BE CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR BADGER METER’S FAILURE TO MEET THE SERVICE PROMISE SPECIFIED IN THIS SLA.
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 22 of 24
Badger Meter will report Service Promises and applicable Service Credits upon request and upon a commercially reasonable frequency. Following each report, upon Customer request, the parties will discuss such performance and the extent to which any Service Credits either are appropriate or should be modified due to circumstances not captured by the reporting methodology.

Upon agreement concerning the Service Credits due, such Service Credits will be applied against Badger Meter’s charges in the months following the month in which the credits were incurred. .
341
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BADGER METER

BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 23 of 24
EXHIBIT 3

BEACON AMA MANAGED SOLUTION SECURITY POLICY

1. BEACON AMA Portal and Service Information Security Program. Badger Meter maintains an information security program (including the adoption and enforcement of internal policies and procedures) designed to (a) support the BEACON AMA Managed Solution, (b) identify reasonably foreseeable and internal risks to the BEACON Portal and Service security and unauthorized access to the Badger Meter Network, and (c) minimize security risks. The BEACON Portal and Service information security program includes the following measures:

1.1 Network Security. The Badger Meter Network is electronically accessible to employees, and contractors necessary to provide the Portal and Service. Badger Meter maintains access controls and policies to manage what access is allowed to the Badger Meter Network from each network connection and user, including the use of firewalls or functionally equivalent technology and authentication controls. Badger Meter maintains corrective action and incident response plans to respond to potential security threats.

1.2 Physical Security.

1.2.1 Physical Access Controls. Physical components of the Badger Meter Network are housed in nondescript facilities (the “Facilities”). Physical barrier controls are used to prevent unauthorized entrance to the Facilities both at the perimeter and at building access points.

Passage through the physical barriers at the Facilities requires either electronic access control validation (e.g., card access systems, etc.) or validation by human security personnel (e.g., contract or in-house security guard service, receptionist, etc.). Employees and contractors are assigned photo-ID badges that must be worn while the employees and contractors are at any of the Facilities.

Visitors are required to sign in with designated personnel, must show appropriate identification, and are assigned a visitor ID badge that must be worn while the visitor is at any of the Facilities, and are continually escorted by authorized employees or contractors while visiting the Facilities.

1.2.2 Limited Employee and Contractor Access. Badger Meter provides access to the Facilities to those employees and contractors who have a legitimate business need for such access privileges. When an employee or contractor no longer has a business need for access privileges, the access privileges are promptly revoked, even if the employee or contractor continues to be an employee of Badger Meter or its affiliates.

1.2.3 Physical Security Protections. All major access points (other than main entry doors) are maintained in a secured (locked) state. Access points to the Facilities are monitored by video surveillance cameras designed to record all individuals accessing the Facilities. All physical access to the Facilities by employees and contractors is logged and routinely audited.

1.2.4 Pre-Employment Screening. Badger Meter conducts criminal background checks, as permitted by applicable law, as part of pre-employment screening practices for 342
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BEACON AMA MANAGED SOLUTION

MASTER AGREEMENT
City of Vallejo
©2020 Badger Meter, Inc. Page 24 of 24
employees commensurate with the employee’s position and level of access to the Facilities.

Badger Meter will not permit an employee to have access to the non-public Customer Data or perform material aspects of the Service if such employee has failed to pass such background check.

2. Continued Evaluation. Badger Meter will conduct periodic reviews of the security of its Badger Meter Network and adequacy of its information security program as measured against industry security standards and its policies and procedures. Badger Meter will continually evaluate the security of its Badger Meter Network and associated Service to determine whether additional or different security measures are required to respond to new security risks or findings generated by the periodic reviews.

3. Customer Responsibilities. System security is a shared responsibility between Badger Meter and Customer. Customer shall assign a systems service administrator to be responsible for establishing access and usage policies. Customer shall develop commercially reasonable policies and procedures to insure physical security, establishing account access approvals and procedures, conduct regular reviews of access rights, and provide security awareness training for staff using the Service. The administrator shall also be responsible for policies and procedures related to Authorized Consumers access to their individual data resident on the Network.
24549447_7.DOCX 032016
343
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Exhibit H
General Provisions
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B-1

GENERAL

PROVISIONS
**The Parties (as defined below) acknowledge the provisions in this General Provisions are generally more applicable to a construction project and are not necessarily applicable to a water meter supply and installation project based on reasonable industry-standards for water meter/AMI projects. As such, the Parties hereby agree and acknowledge that each provision contained herein is only made to the extent applicable to the project and as contemplated by the Master Contract (as defined below) between the Parties, or as otherwise agreed to in writing by the Parties as an amendment to the Master Contract.**

DEFINITIONS AND TERMS
1-1.01.1.1 GENERAL
Unless the context otherwise requires, wherever in the Specifications and other Contract Documents the following abbreviations and terms, or pronouns in place of them, are used, the intent and meaning shall be interpreted as provided in this Section One.

Working titles having a masculine gender, such as "workman" and "journeyman" and the pronoun "he,” are utilized in the Specifications for the sake of brevity and are intended to refer to persons of either gender.
1-1.02 (BLANK)
1-1.02A (BLANK)
1-1.03 ACCEPTANCE
The formal written acceptance by the Vallejo City Council of an entire contract which has been completed in all respects in accordance with the plans and Specifications and any modifications thereof previously authorized in writing. 1-1.04 (BLANK)
1-1.05 BASE
A layer of specified material of planned thickness placed immediately below the pavement or surfacing.
1-1.06 (BLANK)
1-1.07 BIDDER
Any individual, firm, partnership, corporation, or combination thereof, submitting a proposal for the work contemplated, acting directly or through a duly authorized representative.
1-1.08 (BLANK)
1-1.085 CONDUIT
A pipe or tube in which smaller pipes, tubes or electrical conductors are inserted or are to be inserted.
1-1.09 CONTRACT
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B-2
The written agreement covering the performance of the work and the furnishing of labor, materials, tools and equipment in the construction of the work. The Contract shall include all the “Contract Documents” as defined within the Master Contract.

All documents comprising the Contract may also be referred to as the “Contract Documents.”
1-1.10 CONTRACTOR
The person or persons, firm, partnership, corporation, or combination thereof, private, or municipal, who have entered into a Contract with the City of Vallejo, as party or parties of the second part or their legal representatives.
1-1.11 (BLANK)
1-1.12 DAYS
Unless otherwise designated, days as used in the Contract Documents will be understood to mean calendar days.
1-1.13 DEPARTMENT
The City of Vallejo Water Department.
1-1.14 DETOUR
A temporary route for traffic around a closed portion of a road. 1-1.15 DIRECTOR
The City of Vallejo Water Department Director, or his/her authorized representative. 1-1.16 (BLANK)
1-1.17 (BLANK)
1-1.18 Engineer
The City of Vallejo, Water Department, Water Director, acting either directly or through properly authorized agents, the agents acting within the scope of the duties delegated to them.
1-1.19 ENGINEER'S ESTIMATE
The list of estimated quantities of work to be performed as contained in the "Proposal Form."
1-1.20 (BLANK)
1-1.21 (BLANK)
1-1.22 (BLANK)
1-1.23 GRADING PLANE
The surface of the basement material upon which the lowest layer of subbase, base, pavement, surfacing or another specified layer is placed. 346
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B-3
1-1.24 HIGHWAY
The whole right of way or area which is reserved for and secured for use in constructing the roadway and its appurtenances.
1-1.25 LABORATORY
Any testing laboratory identified as such by City of Vallejo. 1-1.255 LEGAL HOLIDAYS
Those days designated as City observed holidays specifically:
a) New Year's Day, b) Martin Luther King, Jr. Day, c) President’s Day, d) Memorial Day, e) Independence Day, f) Labor Day, g) Columbus Day, h) Veterans' Day, i) Thanksgiving Day, j) Day after Thanksgiving, k) Christmas Day 1-1.26 LIQUIDATED DAMAGES
The amount prescribed in the Contract Documents, to be paid to the City of Vallejo or to be deducted from any payments due or to become due the Contractor for each day's delay in completing the whole or any specified portion of the work beyond the time allowed in the Contract Documents.
1-1.265 (BLANK)
1-1.27 MEDIAN
That portion of a divided highway separating the traveled ways for traffic in opposite directions including inside shoulders.
1-1.275 (BLANK)
1-1.28 PAVEMENT
The uppermost layer of material placed on the traveled way or shoulders. This term is used interchangeably with surfacing.
1-1.29 PLANS
The official project plans, or reproductions thereof, which show the details of the work to be performed as reflected in the SOW.
1-1.30 (BLANK)
1-1.31 PROPOSAL
The offer of the Bidder for the work when made out and submitted on the prescribed proposal form, properly signed and guaranteed.
1-1.32 PROPOSAL FORM
The approved form upon which the City of Vallejo requires formal bids be prepared and submitted for the work.
1-1.33 (BLANK)
1-1.34 ROADBED
The roadbed is that area between the intersection of the upper surface of the roadway 347
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B-4
and the side slopes or curb lines. The roadbed rises in elevation as each increment or layer of subbase, base, surfacing, or pavement is placed. Where the medians are so wide as to include areas of undisturbed land, a divided highway is considered as including 2 separate roadbeds.
1-1.35 ROADWAY
That portion of the highway included between the outside lines of sidewalks, or curbs, slopes, ditches, channels, waterways, and including all the appertaining structures, and other features necessary to proper drainage and protection. 1-1.36 SHOULDERS
The portion of the roadway contiguous with the traveled way for accommodation of stopped vehicles, for emergency use, and for lateral support of base and surface courses.
1-1.37 (Blank)
1-1.38 SPECIFICATIONS
The directions, provisions and requirements contained in the General Provisions, Wage and Equipment Rate and Technical Specifications section as supplemented by the Standard Specifications, City of Vallejo Standard Specifications and Standard Drawings.

Whenever the term "these Specifications" or "these Standard Specifications" is used in this Contract, it means the provisions set forth in this Contract. “Specifications” or “Standard Specifications” also means the State of California, Department of Transportation, Standard Specifications, 2018 edition, Sections 10 through 96 only. 1-1.39 STATE
The State of California.
1-1.40 (BLANK)
1-1.41 SUBBASE
A layer of specified material of planned thickness between a base and the basement material.
1-1.42 SUBGRADE
That portion of the roadbed on which pavement, surfacing, base, subbase, or a layer of any other material is placed.
1-1.43 (BLANK)
1-1.44 (BLANK)
1-1.45 SURFACING
The uppermost layer of material placed on the traveled way, or shoulders. This term is used interchangeably with pavement.
1-1.46 (BLANK)
1-1.47 (BLANK)
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B-5
1-1.48 WORK
All the work specified, indicated, shown, contemplated or inferable from the SOW to construct the improvement, including all alterations, amendments or extensions thereto made by Contract change order.
1-1.49 OWNER
The City of Vallejo, Water Department, acting either directly or through properly authorized agents, the agents acting within the scope of the duties delegated to them. 1-1.50 PARTIES
The Contractor, Badger Meter, Inc., and the City of Vallejo. 1-1.51 MASTER CONTRACT
The Master Contract for AMI Turnkey Project Goods and Services dated February XX, 2023 by and between the Parties.
1-1.52 SOW
The Statement of Work/Project Plan, an exhibit to the Consultant and Professional Services Agreement within the Contract Documents, which outlines the totality of the Work to be undertaken by the Contractor.

AWARD AND EXECUTION OF CONTRACT
2-1.01 BONDS
Within ten (10) days of Contractor's receipt of Contract from City of Vallejo, the Contractor shall furnish corporate surety bonds to the benefit of the City of Vallejo, issued by a surety company acceptable to the City of Vallejo and authorized and admitted doing business in the State of California, as follows:

A. Faithful Performance Bond -- In a sum not less than one hundred percent (100%) of the total contract price as set forth in the Contract to guarantee the Contractor's faithful performance of all covenants and stipulations of the Contract. The bond shall contain a provision that the surety thereon waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

B. Payment (Labor and Materials) Bond -- In a sum not less than one hundred percent (100%) of the total contract price as set forth in the Contract to guarantee the payment of wage, and bills contracted for materials, supplies, or equipment used in the performance of the Contract. The bond shall be in accordance with the provisions of Sections 3225, 3226, and 3247 to 3252, inclusive, of the Civil Code of the State of California, and Section 13020 of the Unemployment Insurance Code of the State of California. Said bond shall also contain a provision that the surety thereon waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

Faithful Performance Bond and Payment Bond shall be on the forms provided by City of Vallejo.
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B-6
The surety companies shall familiarize themselves with all provisions and conditions of the Contract. It is understood and agreed that the surety or sureties waive the right of special notification of any modifications or alterations, omissions or reductions, extra or additional work, extensions of time, or any other act or acts by the City of Vallejo or its authorized agents under the terms of the Contract; and failure to so notify the surety companies of such changes shall in no way relieve the surety or sureties of their obligations under this Contract. The surety expressly waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California. 2-1.02 EXECUTION OF CONTRACT
The Contract shall be signed by the successful bidder and returned, together with the Contract bonds, within 10 calendar days after the bidder has received the Contract for execution.

SCOPE OF WORK
3-1.01 INTENT OF PLANS AND SPECIFICATIONS
All work and materials shall be in full accordance with the latest adopted standards and regulations of the State Fire Marshal; the California Building Code; Title 24 of the California Code of Regulations; the California Electrical Code; the California Plumbing Code; Americans with Disabilities Act; and all other applicable codes, laws, rules, or regulations. Nothing in these Contract Documents is to be construed to permit work not conforming to these requirements. When the work detailed in the Contract Documents differs from governing codes, it is understood and agreed that the Contract sum is based upon the more costly or expensive standard.

The SOW details the construction and completion of the Work which the Contractor undertakes to perform in accordance with the terms of the Contract, and the Work performed under the Contract results in a complete operating system in satisfactory working condition with respect to the functional purposes of the installation, and no extra compensation will be allowed for anything omitted but implied. The prices paid for the various items in the proposal shall include full compensation for furnishing all labor, materials, tools, equipment, overhead, profit, incidentals, and doing all work necessary to complete the finished product as provided in the Contract Documents.

Where the SOW describes portions of the work in general terms, but not in complete detail, it is understood that only the industry-standard general practice is to prevail and that only materials and workmanship of the industry-standard quality are to be used. The Contractor shall furnish all labor, materials, tools, equipment, and incidentals, and do all the work involved in executing the Contract to the highest possible standard of workmanship.

Should it appear that the work to be done, or any of the matters relative thereto, are not sufficiently detailed or explained in the SOW, or in the event of any doubt or question arising respecting the true meaning of the SOW, the Contractor shall notify and discuss with the Engineer such questions that have arisen as may be necessary, and the Engineer shall render his or her decisions thereon. The Contractor shall thoroughly review all Requests for Information (RFI's) submitted by subcontractors prior to 350
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B-7
discussion with the Engineer to determine whether such RFI's is already answered in the SOW. Contractor represents to City of Vallejo, that by submission of an RFI, Contractor has thoroughly reviewed the RFI and thoroughly reviewed the SOW, and determined that the RFI is not answered or reasonably inferable in the SOW, and that the RFI pertains to an unforeseen condition or circumstance that is not described in the SOW, that there is a conflict or discrepancy in the SOW, or there is an omission in the SOW. 3-1.02 FINAL CLEANING UP
Before any final inspection of the Work, the Contractor shall clean up each project site in accordance with the requirements of the SOW. All parts of the work shall be left in a neat and presentable condition. Full compensation for final cleaning up will be considered as included in the prices paid for the various Contract items of work and no separate payment will be made, therefore.
3 -1.03 CHANGES
The City of Vallejo reserves the right, upon written notification to the Contractor, without changing the scope of work, to make such alterations deviations, additions to or deletions from the plans and Specifications, including but not limited to, the right to add or delete any portion of the work to be done. The City of Vallejo also reserves the right, upon written notification to the Contractor, without changing the scope of work, to increase or decrease the quantity of any item, so long as such increase or decrease does not impact an order for the item that has already been placed with the Contractor, or portion of the work, as may be deemed by the Engineer to be necessary or advisable and to require such extra work as may be determined by the Engineer to be required for the proper completion or construction of the whole work contemplated. Such decreases in quantities shall not be a basis for change in character of the work.

The City of Vallejo may request alterations or deviations from the SOW and the Contractor will provide the City of Vallejo with estimated costs for proposed changes to the Work. Contractor agrees to promptly provide City of Vallejo with detailed, itemized costs for proposed changes to the work and scheduling data demonstrating the impact, if any, of the proposed changes to the Work and the time for completion. Adjustments, if any, in the amount to be paid the Contractor by reason of any modifications of the Work as set forth in a Contract change order, Construction Change Directive, or arising from claims shall be determined by one or more of the following methods as elected by the City of Vallejo with written agreement from the Contractor:

A. Lump Sum Price - By an acceptable lump sum price fixed in agreement between the City of Vallejo and the Contractor.

B. Unit Prices - By unit prices fixed by agreement between the City of Vallejo and the Contractor.

C. Force Account - By directing the Contractor to proceed with the work and to keep and present in such form as the City of Vallejo may direct, a correct account of the cost of the change, together with all vouchers therefor. The Contractor will be paid for labor, materials, equipment rental, etc. actually used on change order work 351
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performed under Force Account as per Section 8-1.02 of these specifications.

The amount of payment agreed upon or, in the absence of agreement, selected by the City of Vallejo shall be set forth in the change order or construction change directive.

Upon receipt of a Contract change order authorized by the Engineer, the Contractor shall proceed with the ordered work. If ordered in writing by the Engineer, the Contractor shall proceed with the work so ordered prior to actual receipt of an authorized Contract change order therefor. In those cases, the Engineer will, as soon as practicable, issue a Contract change order for the ordered work and the provisions in Section 3-1.03A, "Procedure and Protest," shall be fully applicable to the subsequently issued Contract change order.

When the compensation for an item of work is subject to adjustment under the provisions of this Section 4-1.03, the Contractor shall, upon request, furnish the Engineer with adequate detailed cost data for that item of work. If the Contractor requests an adjustment in compensation for an item of work, the cost data shall be submitted with the request. 3-1.03A PROCEDURE AND PROTEST
A Contract change order authorized by the Engineer may be issued to the Contractor at any time. Should the Contractor disagree with any terms or conditions set forth in an authorized Contract change order not executed by the Contractor, the Contractor shall submit a written protest to the Engineer within 15 days after the receipt of the Contract change order. The protest shall state the points of disagreement, and the Contract specification references, if any, quantities and costs involved. If a written protest is not submitted, payment will be made as set forth in the Contract change order, and Contractor agrees that payment shall constitute full compensation for all work included therein or required thereby. Unprotested Contract change orders will be considered as executed Contract change orders.

Where the protest concerning an authorized Contract change order relates to compensation, the compensation payable for all work specified or required by that Contract change order to which the protest relates will be determined as provided in Section 3-1.03B. The Contractor shall keep full and complete records of the cost of that work and shall permit the Engineer to have access thereto as may be necessary to assist in the determination of the compensation payable for that work. In no event shall Contractor be liable under Section 7-1.06 for delays beyond the control of Contractor caused by the request of the Engineer for a change in scope of the project. In the event the Contract change order changes the scheduling of the work, both Parties shall mutually agree to extend time for the project as necessary.

Where the protest concerning an accepted Contract change order relates to the adjustment of Contract time for the completion of the work, the time to be allowed therefor will be determined as provided in Section 7-1.06, "Liquidated Damages." Proposed Contract change orders may be presented to the Contractor for consideration prior to authorization by the Engineer. If the Contractor provides written notice of acceptance of the terms and conditions of the proposed Contract change order by executing the document and if the Contract change order is accepted by the Engineer and issued to the Contractor, payment in accordance with the provisions as to 352
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compensation therein set forth shall constitute full compensation for all work included therein or required thereby. An accepted Contract change order shall supersede a proposed, but unaccepted, Contract change order covering the same work.

If the parties agree, the Engineer shall provide for an adjustment of compensation as to a Contract item of work included in a Contract change order determined as provided in Section 3-1.03B if that item of work is eligible for an adjustment of compensation thereunder.

Change orders shall be in the form provided by City of Vallejo. 3-1.03B EXTRA WORK
New and unforeseen work will be classed as extra work when determined by the Engineer and the Contractor that the work is not covered by any of the various items for which there is a bid price or by combinations of those items. In the event portions of this work are determined by the Engineer and the Contractor to be covered by some of the various items for which there is a bid price or combinations of those items, the remaining portion of the work will be classed as extra work.

The Contractor shall do the extra work and furnish all labor, material, and equipment therefor upon receipt of an accepted Contract change order or other written order of the Engineer, and in the absence of an accepted Contract change order or other written order of the Engineer the Contractor shall not be entitled to payment for the extra work.

Payment for extra work required to be performed pursuant to the provisions in this Section 3-1.03B, in the absence of an executed Contract change order, will be made by force account as provided in Section 8-1.02; or as agreed to by the Contractor and the Engineer.
3-1.04 DETOURS
The Contractor shall construct and remove detours and detour bridges for the use of public traffic as provided in the Contract Documents or as directed by the Engineer.

Payment for this work will be made as set forth in the Contract Documents or at the Contract prices for the items of work involved if the work being performed is covered by Contract items of work, otherwise the work will be paid for as extra work as provided in Section 3-1.03B.

The cost of repairing damage to detours caused by public traffic will be paid for as extra work as provided in Section 3-1.03B.

When public traffic is routed through the work, provision for a passageway through construction operations will not be considered as detour construction or detour maintenance, and this work shall conform to and be paid for as provided in Section 6-1.06, "Public Convenience," unless otherwise specified in the Specifications.

Detours used exclusively by the Contractor for hauling materials and equipment shall be constructed and maintained by the Contractor at the Contractor's expense.

The failure or refusal of the Contractor to construct and maintain detours at the proper 353
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time shall be sufficient cause for closing the work until the detours are in satisfactory condition for use by public traffic.

Where the Contractor's hauling is causing such damage to the detour that its maintenance in a condition satisfactory for public traffic is made difficult or costly, the Engineer shall have authority to regulate the Contractor's hauling over the detour. 3-1.05 USE OF MATERIALS FOUND ON THE WORK
Unless designated as selected material as provided in these Specifications, the Contractor, with the acceptance of the Engineer, may use in the proposed construction such stone, gravel, sand, or other material suitable in the opinion of the Engineer as may be found in excavation. The Contractor will be paid for the excavation of those materials at the Contract price for the excavation, but the Contractor shall replace at the Contractor's expense with other suitable material all that portion of the material so removed and used which was contemplated for use in the work, except that the Contractor need not replace, at the Contractor's expense, any material obtained from structure excavation used as structure backfill. No charge for materials so used will be made against the Contractor. The Contractor shall not excavate or remove any material from within the highway location that is not within the excavation, as indicated by the slope and grade lines, without written authorization from the Engineer.

CONTROL OF WORK
4-1.01 AUTHORITY OF ENGINEER
The Engineer shall consult with the Contractor to decide all questions which may arise as to the quality or acceptability of materials furnished and work performed; the manner of performance and rate of progress of the work; all questions which may arise as to the interpretation of the SOW; all questions as to the acceptable fulfillment of the Contract on the part of the Contractor; and all questions as to compensation. The Engineer's decision shall be final, and the Engineer shall have authority to enforce and make effective those decisions and orders which the Contractor fails to carry out promptly provided Engineer shall provide Contractor with written notice prior to the Engineer taking any action to enforce such decisions or orders.
4-1.02 PLANS AND WORKING DRAWINGS
Any working drawings shall be reviewed by the Engineer before any work involving the drawings is performed. It is expressly understood that review of the Contractor's working drawings shall not relieve the Contractor of any responsibility under the Contract for the successful completion of the work in conformity with the requirements of the plans and Specifications. Review of working drawings shall not operate to waive any of the requirements of the plans and Specifications or relieve the Contractor of any obligation thereunder, and defective work, materials and equipment may be rejected notwithstanding the review.

Full compensation for furnishing all working drawings shall be considered as included in the prices paid for the Contract items of work to which the drawings relate and no additional compensation will be allowed therefor.
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4-1.02A TRENCH EXCAVATION SAFETY PLANS
Attention is directed to Section 6-1.01E, "Trench Safety." Excavation for any trench 5 feet or more in depth shall not begin until the Contractor has prepared detailed plans for worker protection from the hazards of caving ground during the excavation of that trench.

The detailed plan shall show the details of the design of shoring, bracing, sloping or other provisions to be made for worker protection during the excavation. No plan shall allow the use of shoring, sloping or a protective system less effective than that required by the Construction Safety Orders of the Division of Occupational Safety and Health. If the plan complies with the shoring system standards established by the Construction Safety Orders, the plan shall be submitted at least 5 days before the Contractor intends to begin excavation for the trench. If the plan varies from the shoring system standards established by the Construction Safety Orders, the plan shall be prepared and signed by an engineer who is registered as a Civil Engineer in the State of California, and the plan and design calculations shall be submitted at least 3 weeks before the Contractor intends to begin excavation for the trench.
4-1.03 CONFORMITY WITH CONTRACT DOCUMENTS AND ALLOWABLE

DEVIATIONS
Contractor’s work and materials shall strictly conform to the lines, grades, typical cross sections, dimensions and material requirements, including tolerances, required in the Contract Documents. Although measurement, sampling and testing may be considered evidence as to conformity, the Engineer shall be the sole judge as to whether the work or materials deviate from the plans and Specifications, and the Engineer's decision as to any allowable deviations therefrom shall be final.
4-1.04 COORDINATION AND INTERPRETATION OF PLANS,

SPECIFICATIONS AND STANDARD SPECIFICATIONS
These project plans, Specifications, Contract change orders and all supplementary documents are essential parts of the Contract, and a requirement occurring in one Contract Document is as binding as though occurring in all. They are intended to be complementary, and to describe and provide for a complete work.

In the event of a conflict between the project plans, and Standard Plans and Standard Specifications of the State of California, Business, Transportation and Housing Agency, Department of Transportation, 2018 edition, City of Vallejo Standard Specifications and Standard Plans, December 2011 edition, or Vallejo Sanitation & Flood Control District Master Bid Document, dated March 2007, and the project plans shall control. Project plans shall govern over Standard Plans; Standard Plans and project plans shall govern over the Standard Specifications.

Should it appear that the work to be done or any of the matters relative thereto are not sufficiently detailed or explained in the Contract Documents, the Contractor shall apply in writing to the Engineer for such further explanations as may be necessary and shall conform to them as part of the Contract. In the event of any doubt or question arising respecting the true meaning of the Contract Documents, reference in writing shall be made to the Engineer, whose decision thereon shall be final.

In the event of any discrepancy between any drawing and the figures written thereon, the 355
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figures shall be taken as correct. Detail drawings shall prevail over general drawings. 4-1.05A ORDER OF WORK
When required by the Contract Documents, the Contractor shall follow the sequence of operations as set forth therein.

Full compensation for conforming to those requirements will be considered as included in the prices paid for the various Contract items of work and no additional compensation will be allowed therefor.
4-1.05B HOURS OF WORK
Regular working hours are 8:00 a.m. to 4:30 p.m., Monday through Friday, excluding holidays observed by the City. No work outside of the regular working hours shall be done unless previously requested by the Contractor in writing and approved by the Engineer in writing. Contractor is subject to reimbursing the City for the reasonable costs of providing inspection outside of regular working hours provided Contractor and Engineer have agreed in writing to such inspection outside of regular working hours. 4-1.06 SUPERINTENDENCE
The Contractor shall designate in writing before starting work, an authorized representative who shall act as Superintendent and have the authority to represent and act for the Contractor. The Superintendent shall have responsibility for overall project operations and shall not be a “working foreman.”
When the Contractor is comprised of 2 or more persons, firms, partnerships, or corporations functioning on a joint venture basis, the Contractor shall designate in writing before starting work, the name of one authorized representative who shall serve as the Superintendent. And shall have the authority to represent and act for the Contractor.

The Superintendent shall be present at the site of the work at all times while work is actually in progress on the Contract. When work is not in progress and during periods when work is suspended, arrangements acceptable to the Engineer shall be made for any emergency work which may be required.

Whenever the Contractor or the Contractor's Superintendent is not present on any particular part of the work where it may be desired to give direction, orders will be given by the Engineer, which shall be received and obeyed by the foreman or other individual who may have charge of the particular work in reference to which the orders are given.

Any order given by the Engineer, not otherwise required by the Specifications to be in writing, will on request of the Contractor, be given or confirmed by the Engineer in writing. 4-1.07 LINES AND GRADES
Stakes or marks for horizontal and vertical control will be set by the Engineer as the Engineer determines to be necessary to establish the lines and grades required for the completion of the work specified in these Contract Documents.

When the Contractor requires the stakes or marks, the Contractor shall notify the 356
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Engineer of the requirements in writing a reasonable length of time in advance of starting operations that require the stakes or marks. In no event, shall a notice of less than 2 working days be considered a reasonable length of time.

Stakes and marks set by the Engineer shall be carefully preserved by the Contractor. In case the stakes and marks are destroyed or damaged, the Contractor will be charged for the cost of necessary replacement or restoration of stakes and marks. This charge will be deducted from any moneys due or to become due the Contractor. 4-1.08 INSPECTION
The Engineer shall, at all times, have safe access to the work during its construction, and shall be furnished with every reasonable facility for ascertaining that the materials and the workmanship are in accordance with the requirements and intentions of the SOW. All work done and all materials furnished may be subject to the Engineer's inspection.

Inspection and acceptance of the Work shall be subject to the provisions outlined within the SOW.

Projects financed in whole or in part with State or Federal funds shall be subject to inspection at all times by the State or Federal agency involved, or their authorized representative.
4-1.09 REMOVAL OF REJECTED AND UNAUTHORIZED WORK
In accordance with the SOW, all work which has been rejected shall be remedied or removed and replaced by the Contractor in a manner acceptable to the Engineer, and no compensation will be allowed to the Contractor for the removal, replacement or remedial work.

Any work done beyond the lines and grades shown on the plans or established by the Engineer, or any extra work done without written authority will be considered as unauthorized work and will not be paid for. Upon order of the Engineer unauthorized work shall be remedied, removed, or replaced at the Contractor's expense.

Upon failure of the Contractor to comply promptly with any order of the Engineer made under this Section 4-1.09, the City of Vallejo may cause rejected or unauthorized work to be remedied, removed, or replaced, and to deduct the costs from any moneys due or to become due the Contractor.
4-1.10 EQUIPMENT
Only equipment suitable to produce the quality of work and materials required will be permitted to operate on the project.

The Contractor shall provide adequate and suitable equipment to meet the above requirements, and when ordered by the Engineer shall remove unsuitable equipment from the work and discontinue the operation of unsatisfactory plants.

The Contractor shall identify each piece of equipment, other than hand tools, by means of an identifying number plainly stenciled or stamped on the equipment at a conspicuous 357
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location and shall furnish to the Engineer a list giving the description of each piece of equipment and its identifying number. In addition, the make, model number and empty gross mass of each unit of compacting equipment shall be plainly stamped or stenciled in a conspicuous place on the unit. The gross mass shall be either the manufacturer's rated mass or the scale weight, expressed in United States Standard Measures.

The make, model, serial number, and manufacturer's rated capacity in metric units {United States Standard Measures} for each scale shall be clearly stamped or stenciled on the load receiving element and its indicator or indicators. All meters shall be similarly identified, rated, and marked. Upon request of the Engineer, the Contractor shall furnish a statement by the manufacturer, designating sectional and weighbridge capacities of portable vehicle scales.
4-1.12 ALTERNATIVE METHODS OF CONSTRUCTION
All Work will be done in accordance with the SOW. It shall be the Contractor's responsibility to select and use the alternative or alternatives which will satisfactorily perform the work under the conditions encountered. In the event some of the alternatives are not feasible or it is necessary to use more than one of the alternatives on any project, full compensation for any additional cost involved shall be considered as included in the Contract price paid for the item of work involved and no additional compensation will be allowed therefor.
4-1.14 CHARACTER OF WORKERS
If any subcontractor or person employed by the Contractor shall appear to the Engineer to be incompetent or to act in a disorderly or improper manner, they shall be discharged immediately on the request of the Engineer, and that person shall not again be employed on the work.
4-1.15 FINAL INSPECTION
Final inspection and acceptance of the Work will be in accordance with the provisions of the SOW.
4-1.16 MEANS AND METHODS
City of Vallejo will not have control over, be in charge of, nor be responsible for construction means, methods, techniques, sequences, or procedures, or for the safety precautions and programs in connection with the work, since these are solely Contractor's responsibility.

The City of Vallejo or adjacent property owner may perform other work adjacent to or within the project area, concurrent with the Contractor's operations. The Contractor shall cooperate fully with City of Vallejo in all operations which coincide with other work being performed and provide City of Vallejo with such scheduling and other information as may be required by City of Vallejo to perform such other work; provided, however, the City and the Contractor will mutually agree in writing to any amendments that may be required to deadlines, milestones, or other provisions in the SOW that may be affected due to the Contractor’s cooperation with the City and/or any of its other contractors. The Contractor shall conduct operations to minimize interference with the work of other forces or 358
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contractors performing such work. This work performed by a second contractor may include work which is incomplete or in dispute with the Contractor.

Any disputes or conflicts which may arise between the Contractor and any other forces or contractors retained by the City of Vallejo, causing delays or hindrance to each other, shall be referred to the Engineer for resolution.

Subject to Section 7-1.09, the City of Vallejo shall have the right at any time during the progress of this work to take over and place in service any completed or partially completed portion of the work, notwithstanding the time for completion of the entire work or such portions which may not have expired; but such taking possession thereof shall not be deemed an acceptance of any of the work, nor work on those portions not completed in accordance with the Contract Documents.

CONTROL OF MATERIALS
5-1 GENERAL
5-1.01 SOURCE OF SUPPLY AND QUALITY OF MATERIALS
The Contractor shall furnish all materials required to complete the work, except materials that are designated in the SOW to be furnished by the City of Vallejo and materials furnished by the City of Vallejo in conformance with the provisions in Section 8-1.02, “Force Account Payment.”
Only materials conforming to the requirements of the Contract Documents shall be incorporated in the work.

The materials furnished and used shall be new, except as may be provided elsewhere in the Contract Documents. The materials shall be manufactured, handled, and used in a workmanlike manner to ensure completed work in accordance with the Specifications and the SOW.

The Contractor shall furnish the Engineer a list of the Contractor’s sources of materials and the locations at which those materials will be available for inspection. The list shall be submitted on a form acceptable to the Engineer and shall be furnished to the Engineer in sufficient time to permit inspecting and testing of materials to be furnished to the listed sources in advance of their use. The Engineer may inspect, sample or test materials at the source of supply or other locations, but the inspection, sampling or testing will not be undertaken until the Engineer is assured by the Contractor of the cooperation and assistance of both the Contractor and the supplier of the material. The Contractor shall assure that the Engineer or the Engineer’s authorized representative has free access at all times to the material to be inspected, sampled or tested. It is understood that the inspections and tests if made at any point other than the point of incorporation in the work in no way shall be considered as a guaranty of acceptance of the material nor of continued acceptance of material presumed to be similar to that upon which inspections and tests have been made, and that inspection and testing performed by the City of Vallejo shall not relieve the Contractor or the Contractor’s suppliers of responsibility for quality control. 359
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Manufacturers' warranties, guaranties, instruction sheets and parts lists, which are furnished with certain articles or materials incorporated in the work, shall be delivered to the Engineer before acceptance of the Contract.

Reports and records of inspections made, and tests performed, when available at the site of the work, may be examined by the Contractor.
5-1.02 CITY FURNISHED MATERIALS
Materials which are listed as City of Vallejo-furnished materials in the Contract Documents will be available to the Contractor free of charge.

Materials shall be made available to the Contractor pursuant to the Contract Documents.

In those cases, the materials shall be hauled to the site of the work by the Contractor at the Contractor's expense, including any necessary loading and unloading that may be involved. All costs of handling and placing City of Vallejo-furnished material shall be considered as included in the price paid for the Contract item involving the City of Vallejofurnished material.

The Contractor shall be responsible for all City of Vallejo-furnished materials furnished to the Contractor. City of Vallejo-furnished materials lost or damaged from any cause whatsoever shall be replaced by the Contractor at the Contractor's expense. The Contractor shall be liable to the City of Vallejo for the cost of replacing City of Vallejofurnished material, and those costs may be deducted from any moneys due or to become due the Contractor. All City of Vallejo-furnished material that is not used on the work shall remain the property of the City of Vallejo and shall be delivered to the Engineer’s designated location at no cost to the City.
5-1.03 STORAGE OF MATERIALS
Articles or materials to be incorporated in the work shall be stored in such a manner as to ensure the preservation of their quality and fitness for the work, and to facilitate inspection.
5-1.04 DEFECTIVE MATERIALS
The applicable warranties apply to all products supplied by the Contractor. 5-1.05 TRADE NAMES AND ALTERNATIVES
For convenience in designation on the Contract Documents, certain articles, or materials to be incorporated in the work may be designated under a trade name or the name of a manufacturer and the manufacturer's catalogue information. The use of an alternative article or material which is of equal or superior quality and of the required characteristics for the purpose intended will be permitted, subject to the following requirements:

The burden of proof as to the quality and suitability of alternatives shall be upon the Contractor, and the Contractor shall furnish all information necessary as required by the Engineer. The Engineer shall be the sole judge as to the quality and suitability of alternative articles or materials, and the Engineer's decision shall be final. 360
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Whenever the Contract Documents permit the substitution of a similar or equivalent material or article, no tests or action relating to the acceptance of the substitute material will be made until the request for substitution is made in writing by the Contractor accompanied by complete data as to the equality of the material or article proposed.

Request for such substitution shall be made in writing by the Contractor within thirty (30) days of the Notice to Proceed. Failure by the Contractor to request substitution within thirty (30) days of the Notice to Proceed constitutes an agreement by Contractor to furnish only the materials or equipment listed in the Contract Documents. Until and unless such substitutions are authorized in writing by the Engineer, no deviations from the specifications shall be allowed.
5-2 TESTING
5-2.01 GENERAL
All materials incorporated in the project shall meet the requirements specified in the Contract Documents.

The City reserves the right to make such additional inspections or tests as it may require prior to acceptance of any materials and reserves the right to reject any material previously approved because of serious defects or damage discovered subsequent to such acceptance. Any material rejected by the City shall immediately be removed from the job site, and no payment will be allowed therefor.

LEGAL RELATIONS AND RESPONSIBILITY
6-1.01 LAWS TO BE OBSERVED
The Contractor shall make reasonable efforts to keep fully informed of all existing and future laws, ordinances, and regulations which in any manner affect those engaged or employed in the work, or the materials used in the work, or which in any way affect the conduct of the work, and of all orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. The Contractor shall at all times observe and comply with, and shall cause the Contractor's subcontractor to observe and comply with all existing and future laws, ordinances, regulations, orders and decrees of bodies or tribunals having any jurisdiction or authority over the work; and shall protect and indemnify the City of Vallejo, and all officers and employees thereof connected with the work, including but not limited to the Director and the Engineer, against any claim or liability arising from or based on the violation of any law, ordinance, regulation, order or decree, whether by the Contractor or the Contractor's employees. If any discrepancy or inconsistency is discovered in the Contract Documents for the work in relation to any law, ordinance, regulation, order or decree, each Bidder and the Contractor shall forthwith report the same to the Engineer in writing.
6-1.01A LABOR CODE REQUIREMENTS
Attention is directed to the following requirements of the Labor Code:
6-1.01A (1) HOURS OF LABOR
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Eight hours labor constitutes a legal day's work. The Contractor or any subcontractor under the Contractor shall forfeit, as a penalty to the State of California, $25 for each worker employed in the execution of the Contract by the respective Contractor or subcontractor for each calendar day during which that worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the requirements of the Labor Code, and in particular, Section 1810 to Section 1815, thereof, inclusive, except that work performed by employees of Contractors in excess of 8 hours per day, and 40 hours during any one week, shall be permitted upon compensation for all hours worked in excess of 8 hours per day at not less than one and one-half times the basic rate of pay, as provided in Section 1815 thereof. 6-1.01A (2) PREVAILING WAGE
The Contractor and any subcontractor under the Contractor shall comply with Labor Code Sections 1774 and 1775. Pursuant to Section 1775, the Contractor and any subcontractor under the Contractor shall forfeit to the City of Vallejo or political subdivision on whose behalf the Contract is made or awarded a penalty of not more than fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the Director of Industrial Relations for the work or craft in which the worker is employed for any public work done under the Contract by the Contractor or by any subcontractor under the Contractor in violation of the requirements of the Labor Code and in particular, Labor Code Sections 1770 to 1780, inclusive. The amount of this forfeiture shall be determined by the Labor Commissioner and shall be based on consideration of the mistake, inadvertence, or neglect of the Contractor or subcontractor in failing to pay the correct rate of prevailing wages, or the previous record of the Contractor or subcontractor in meeting their respective prevailing wage obligations, or the willful failure by the Contractor or subcontractor to pay the correct rates of prevailing wages. A mistake, inadvertence, or neglect in failing to pay the correct rate of prevailing wages is not excusable if the Contractor or subcontractor had knowledge of the obligations under the Labor Code. In addition to the penalty and pursuant to Labor Code Section 1775, the difference between the prevailing wage rates and the amount paid to each worker for each calendar day or portion thereof for which each worker was paid less than the prevailing wage rate shall be paid to each worker by the Contractor or subcontractor. If a worker employed by a subcontractor on a public works project is not paid the general prevailing per diem wages by the subcontractor, the prime Contractor of the project is not liable for the penalties described above unless the prime Contractor had knowledge of that failure of the subcontractor to pay the specified prevailing rate of wages to those workers or unless the prime Contractor fails to comply with all of the following requirements:

A. The Contract executed between the Contractor and the subcontractor for the performance of work on the public works project shall include a copy of the requirements in Sections 1771, 1775, 1776, 1777.5, 1813 and 1815 of the Labor Code.

B. The Contractor shall monitor the payment of the specified general prevailing rate of per diem wages by the subcontractor to the employees, by periodic review of the certified payroll records of the subcontractor.
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C. Upon becoming aware of the subcontractor's failure to pay the specified prevailing rate of wages to the subcontractor's workers, the Contractor shall diligently take corrective action to halt or rectify the failure, including, but not limited to, retaining sufficient funds due the subcontractor for work performed on the public works project.

D. Prior to making final payment to the subcontractor for work performed on the public works project, the Contractor shall obtain an affidavit signed under penalty of perjury from the subcontractor that the subcontractor has paid the specified general prevailing rate of per diem wages to the subcontractor's employees on the public works project and any amounts due pursuant to Section 1813 of the Labor Code.

Pursuant to Section 1775 of the Labor Code, the Division of Labor Standards Enforcement shall notify the Contractor on a public works project within 15 days of the receipt by the Division of Labor Standards Enforcement of a complaint of the failure of a subcontractor on that public works project to pay workers the general prevailing rate of per diem wages. If the Division of Labor Standards Enforcement determines that employees of a subcontractor were not paid the general prevailing rate of per diem wages and if the City of Vallejo did not retain sufficient money under the Contract to pay those employees the balance of wages owed under the general prevailing rate of per diem wages, the Contractor shall withhold an amount of moneys due the subcontractor sufficient to pay those employees the general prevailing rate of per diem wages if requested by the Division of Labor Standards Enforcement. The Contractor shall pay any money retained from and owed to a subcontractor upon receipt of notification by the Division of Labor Standards Enforcement that the wage complaint has been resolved. If notice of the resolution of the wage complaint has not been received by the Contractor within 180 days of the filing of a valid notice of completion or acceptance of the public works project, whichever occurs later, the Contractor shall pay all moneys retained from the subcontractor to the City of Vallejo. These moneys shall be retained by the City of Vallejo pending the final decision of an enforcement action.

Pursuant to the requirements in Section 1773 of the Labor Code, the City of Vallejo has obtained the general prevailing rate of wages (which rate includes employer payments for health and welfare, pension, vacation, travel time and subsistence pay as provided for in Section 1773.8 of the Labor Code, apprenticeship or other training programs authorized by Section 3093 of the Labor Code, and similar purposes) applicable to the work to be done, for straight time, overtime, Saturday, Sunday and holiday work. The holiday wage rate listed shall be applicable to all holidays recognized in the collective bargaining agreement of the particular craft, classification or type of workmen concerned.

General prevailing wage rates are also available from the California State Department of Industrial Relations' Internet Web Site at:
http://www.dir.ca.gov/OPRL/dprewagedetermination.htm
The wage rates determined by the Director of Industrial Relations for the project refer to expiration dates. Prevailing wage determinations with a single asterisk after the expiration date are in effect on the date of advertisement for bids and are good for the life 363
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of the Contract. Prevailing wage determinations with double asterisks after the expiration date indicate that the wage rate to be paid for work performed after this date has been determined. If work is to extend past this date, the new rate shall be paid and incorporated in the Contract. The Contractor shall contact the Department of Industrial Relations as indicated in the wage rate determinations to obtain predetermined wage changes.

Pursuant to Section 1773.2 of the Labor Code, general prevailing wage rates shall be posted by the Contractor at a prominent place at the site of the work.

Changes in general prevailing wage determinations which conform to Labor Code Section and Title 8 California Code of Regulations Section 16204 shall apply to the project when issued by the Director of Industrial Relations at least 10 days prior to the date of the Notice to Contractors for the project.

The City of Vallejo will not recognize any claim for additional compensation because of the payment by the Contractor of any wage rate in excess of the prevailing wage rate set forth in the Contract. The possibility of wage increases is one of the elements to be considered by the Contractor in determining the bid and will not under any circumstances be considered as the basis of a claim against the City of Vallejo on the Contract by Contractor.
6-1.01A(2)(A) TRAVEL AND SUBSISTENCE PAYMENTS
Attention is directed to the requirements in Section 1773.8 of the Labor Code. The Contractor shall make travel and subsistence payments to each workman, needed to execute the work, in conformance with the requirements in Labor Code Section 1773.8.

Full compensation for conforming to the requirement of this section shall be considered as included in the prices paid for the various contract items of work involved and no additional compensation will be allowed, therefore.
6-1.01A (3) PAYROLL RECORDS
Attention is directed to the requirements in Labor Code Section 1776, a portion of which is quoted below. Regulations implementing Labor Code Section 1776 are located in Sections 16016 through 16019 and Sections 16207.10 through 16207.19 of Title 8, California Code of Regulations.

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

1. The information contained in the payroll record is true and correct.

2. The employer has complied with the requirements of Sections 1771, 1811, and 1815 for any work performed by his or her employees on the public 364
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works project.

B. The payroll records enumerated under subdivision (a) shall be certified and shall be available for inspection at all reasonable hours at the principal office of the Contractor on the following basis:

1. A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or his or her authorized representative on request.

2. A certified copy of all payroll records enumerated in subdivision (a) shall be made available for inspection or furnished upon request to a representative of the body awarding the Contract, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards of the Department of Industrial Relations.

3. A certified copy pf all payroll records enumerated in subdivision (a) shall be made available upon request by the public for inspection or for copies thereof. However, a request by the public shall be made through either the body awarding the Contract, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement. If the requested payroll records have not been provided pursuant to paragraph (2), the requesting party shall, prior to being provided the records, reimburse the costs of preparation by the Contractor, subcontractors, and the entity through which the request was made. The public shall not be given access to the records at the principal office of the Contractor.

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

D. A Contractor or subcontractor shall file a certified copy of the records enumerated in subdivision (a) with the entity that requested the records within 10 days after receipt of a written request.

E. Any copy of records made available for inspection as copies and furnished upon request to the public or any public agency by the awarding body, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement shall be marked or obliterated in a manner so as to prevent disclosure of an individual’s name, address and social security number. The name and address of the Contractor awarded the Contract or the subcontractor performing the Contract shall not be marked or obliterated.

F. The Contractor shall inform the body awarding the Contract of the location of the records enumerated under subdivision (a), including the street address, city, and county, and shall, within five working days, provide a notice of a change of location and address.
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G. The Contractor or subcontractor shall have 10 days in which to comply subsequent to receipt of a written notice requesting the records enumerated in subdivision (A). in the event that the Contractor or subcontractor fails to comply within the 10-day period, he or she shall, as a penalty to the state or political subdivision on whose behalf the Contract is made or awarded, forfeit twenty-five dollars ($25) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Division of Apprenticeship Standards of the Division of Labor Standards Enforcement, these penalties shall be withheld from progress payments then due. A Contractor is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section.

The penalties specified in subdivision (g) of Labor Code Section 1776 for noncompliance with the requirements in Section 1776 may be deducted from any moneys due or which may become due to the Contractor.

All contractors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner (aka Division of Labor Standards Enforcement). Payrolls shall contain the full name, address and social security number of each employee, the employee's correct classification, rate of pay, daily and weekly number of hours worked, itemized deductions made, and actual wages paid. They shall also indicate apprentices and ratio of apprentices to journeymen. The employee's address and social security number need only appear on the first payroll on which that name appears. The payroll shall be accompanied by a "Statement of Compliance" signed by the employer or the employer's agent indicating that the payrolls are correct and complete and that the wage rates contained therein are not less than those required by the Contract. The "Statement of Compliance" shall be on forms furnished by the City of Vallejo or on any form with identical wording. The Contractor shall be responsible for the submission of copies of payrolls of all subcontractors.

If by the 15th of the month, the Contractor has not submitted satisfactory payrolls for all work performed during the monthly period ending on or before the 1st of that month, the City of Vallejo may retain an amount equal to 10 percent of the estimated value of the work performed (exclusive of Mobilization) during the month from the next monthly estimate, except that this retention shall not exceed $10,000 nor be less than $1,000.

Retentions for failure to submit satisfactory payrolls shall be additional to all other retentions provided for in the Contract. The retention for failure to submit payrolls for any monthly period will be released for payment on the monthly estimate for partial payments next following the date that all the satisfactory payrolls for which the retention was made are submitted.

The Contractor and each subcontractor shall preserve their payroll records for a period of 3 years from the date of completion of the Contract. 366
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6-1.01A (4) LABOR NONDISCRIMINATION
Attention is directed to Section 1735 of the Labor Code, which reads as follows:
"No discrimination shall be made in the employment of persons upon public works because of the race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, or sex of such persons, except as provided in Section 12940 of the Government Code, and every Contractor for public works violating this section is subject to all the penalties imposed for a violation of this chapter." Attention is directed to the following "Nondiscrimination Clause" that is required by Chapter 5 of Division 4 of Title 2, California Code of Regulations.

NONDISCRIMINATION CLAUSE
“During the performance of this Contract, Contractor and its SUBCONTRACTORS shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or sex. Contractors and SUBCONTRACTORS shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. Contractors and SUBCONTRACTORS shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Contractor and its SUBCONTRACTORS shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.”
The Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract. 6-1.01A (5) APPRENTICES
Attention is directed to Sections 1777.5, 1777.6 and 1777.7 of the California Labor Code and Title 8, California Code of Regulations Section 200 et seq. To ensure compliance and complete understanding of the law regarding apprentices, and specifically the required ratio thereunder, each Contractor or subcontractor should, where some question exists, contact the Division of Apprenticeship Standards, 455 Golden Gate Avenue, San Francisco, CA 94102, or one of its branch offices prior to commencement of work on the public works Contract. Responsibility for compliance with this section lies with the Contractor.

It is City of Vallejo policy to encourage the employment and training of apprentices on public works Contracts as may be permitted under local apprenticeship standards.

A. Only registered apprentices within a written agreement in an approved apprenticetraining program providing no less than 2,000 hours of continuous employment 367
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and education are eligible for employment on public works (in compliance with Labor Section 3077).

B. A contractor is no longer required to submit Form DAS-7 but must submit award information to the local applicable joint apprenticeship committee. The award information must include:
• an estimate of the journeyman hours.
• the number of apprentices to be employed; and
• the approximate dates of apprentice employment.

C. The minimum statutory 1:5 hourly ratio of work stipulates that no less than one hour of apprentice work for every five hours of journeyman labor on any day of work. (Any journeyman work performed beyond 8 hours per day or 40 hours per week shall not be used to calculate the hourly ratio).

This section shall not apply to specialty contractors or general contractors whose contracts involve less than Thirty Thousand Dollars ($30,000.00) or 20 working days.

The Division of Apprenticeship Standards may grant a certificate exempting the contractor from the minimum 1:5 hourly ratios under any one of the following:

Unemployment exceeds an average of 15% in the area for the previous 3-month period.

The number of apprentices in training in such area exceeds a ratio of 1:5.

The apprentice able craft or trade is replacing at least one-thirtieth of its journeymen annually through apprenticeship training, either locally or statewide.

The specific task would jeopardize the apprentice's life or public safety, or no training can be provided to an apprentice by a journeyman for the specific task.

D. Apprentices employed on public works projects can only be assigned to perform work of the craft or trade to which the apprentice is registered.

E. All contractors with employees in any apprentice able occupation, regardless of the actual employment of journeymen or apprentices for the awarded public work, must either contribute to the local training trust fund or to the California Apprenticeship Council, P.O. Box 603, San Francisco, CA 94101 (as set forth in Section 227).

F. All violations of Section 1777.5 shall pay a civil penalty of Fifty Dollars ($50.00) for each calendar day of noncompliance.
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All willful violations of Section 1777.5 shall pay the $50.00 fine for each calendar day of noncompliance and shall be denied the right to bid on, or to receive, any public works contract for a period of up to one year for the first violation and up to three years for any additional violations.

Compliance disputes arising under Section 177.5 shall be adjudicated under 8 California Code of Regulations, Article 1.

G. Within five (5) days of a public works contract award, the awarding agency must send a copy of the award to the Division of Apprenticeship Standards under Section 1773.3.

Within five (5) days of finding any discrepancy regarding the hourly ratio of apprentices to journeymen, the awarding agency shall notify the Division of Apprenticeship Standards.

H. The Contractor shall be responsible for compliance for all apprentice able occupations within these sections.
6-1.01A (6) WORKERS' COMPENSATION
Pursuant to the requirements in Section 1860 of the Labor Code, the Contractor will be required to secure the payment of workers' compensation to the Contractor's employees in conformance with the requirements in Section 3700 of the Labor Code.

Prior to the commencement of work, the Contractor shall sign and file with the Engineer a certification in the following form:
"I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake selfinsurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this Contract." This certification is incorporated in the Contract by reference, and signature and return of the Contract as provided in Section 2-1.02, "Execution of Contract," shall constitute signing and filing of the certificate.
6-1.01A (7) SUITS TO RECOVER PENALTIES AND FORFEITURES
Attention is directed to Sections 1730 to 1733, inclusive, of the Labor Code concerning suits to recover amounts withheld from payment for failure to comply with requirements of the Labor Code or Contract provisions based on those laws.

Those sections provide that a suit on the Contract for alleged breach thereof in not making the payment is the exclusive remedy of the Contractor or the Contractor's assignees with reference to amounts withheld for those penalties or forfeitures; and that the suit must be commenced, and actual notice thereof received by the awarding authority prior to 90 days after completion of the Contract and the formal acceptance of the job. 6-1.01B FAIR LABOR STANDARDS ACT
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The attention of Bidders is invited to the fact that the City of Vallejo has been advised by the Wage and Hour Division, U.S. Department of Labor, that Contractors engaged in highway construction work are required to meet the provisions of the Fair Labor Standards Act of 1938 and as amended (52 Stat. 1060).
6-1.01C CONTRACTOR'S LICENSING LAWS
Attention is directed to the provisions of Chapter 9 of Division 3 of the Business and Professions Code concerning the licensing of Contractors. Contractor shall be properly licensed at all times during the performance of the work and performance of the Contract.

All Bidders and Contractors shall be licensed in accordance with the laws of this State and any bidder or Contractor not so licensed is subject to the penalties imposed by those laws.

Attention is also directed to the requirements in Public Contract Code Section 10164. In all projects where Federal funds are involved, the Contractor shall be properly licensed at the time the Contract is awarded.
6-1.01D VEHICLE CODE
Pursuant to the authority contained in Vehicle Code Section 591, the City of Vallejo has determined that within those areas that are within the limits of the project and are open to public traffic, the Contractor shall comply with all the requirements set forth in Divisions 11, 12, 13, 14 and 15 of the Vehicle Code.

Attention is directed to the statement in Vehicle Code Section 591 that this section shall not relieve the Contractor or any person from the duty of exercising due care. The Contractor shall take all necessary precautions for safe operation of the Contractor's equipment and the protection of the public from injury and damage from the Contractor's equipment.
6-1.01E TRENCH SAFETY
Attention is directed to the requirements in Section 6705 of the Labor Code concerning trench excavation safety plans.

The Contractor is warned that when the work involves existing sewers and appurtenances that have been exposed to sewage and industrial wastes, these facilities shall be considered contaminated with disease-causing organisms. Personnel in contact with contaminated facilities, debris, wastewater , or similar items shall be advised by the Contractor of the necessary precautions that must be taken to avoid becoming diseased.

It is the Contractor's responsibility to urge his/her personnel to observe a strict regimen of proper hygienic precautions, including any inoculations recommended by the local public health officer.

Because of the potential danger of solvents, gasoline, and other hazardous material in the existing sewers and storm drainpipes, these areas shall be considered hazardous.

The Contractor shall be aware of these dangers and shall comply with Article 108, "Confined Spaces," of the General Industrial Safety Orders contained in Title 8 of the California Administrative Code.
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In the event that this Contract requires the excavation of any trench or trenches in excess of five feet in depth, Contractor shall prepare a detailed design plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trenches. Said detailed design plan and subsequent excavating operations shall fully comply with all local, state and federal regulations including, but not limited to, the Construction Safety Orders, Section 1539, Permits and Section 1540 et seq., Excavation.
6-1.01F AIR POLLUTION CONTROL
The Contractor shall comply with all air pollution control rules, regulations, ordinances, and statutes which apply to any work performed pursuant to the Contract, including any air pollution control rules, regulations, ordinances, and statutes, specified in Section 11017 of the Government Code.

Material to be disposed of shall not be burned, either inside or outside the highway right of way.
6-1.01G WATER POLLUTION CONTROL
6-1.01G (1) GENERAL
The intent of these requirements is to enforce federal, state, and other local agency regulation prohibiting storm water pollution from construction sites. The storm drains system discharges directly to creeks and the San Francisco Bay without treatment.

Therefore, pollutant discharge into the storm drain system is strictly prohibited. Here pollutant discharge means any substance, material, or waste, and discharges NOT permitted under the National Pollutant Discharge Elimination System (NPDES) regulated by the State of California Regional Water Quality Control Board (RWQCB) or the United States Environmental Protection Agency (EPA) other than uncontaminated stormwater.

The Contractor shall conform to all applicable local, state, and Federal regulations and laws pertaining to water pollution control. As applicable, the Contractor shall obtain Water Pollution Control Permits and file all documents including, but not limited to, the State of California Construction General Permit, Stormwater Pollution Prevention Plan. The Contractor shall conduct and schedule operations and follow and implement Best Management Practices (BMPs) in such a manner as to prevent water pollution. The Contractor shall also conform to the following requirements:
1) Sediments shall not be discharged to a storm drain system or receiving waters. In this subsection, the term "storm drain system" shall include storm water conduits, storm drain inlets and other storm drain structures, street gutters and paved surfaces. In this subsection “receiving waters” shall include channels, watercourses, creeks, lakes, the Mare Island Strait, the Carquinez Strait, and the San Francisco Bay.
2) Sediments generated on the Work site shall be contained within the Work site using appropriate BMPs.
3) No construction-related materials, waste, spill, or residue shall be discharged from 371
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the Work site to streets, drainage facilities, receiving waters or adjacent property by wind or runoff.
4) Non-storm water runoff from equipment, vehicle washing, or any other activity shall be contained within the Work site using appropriate BMPs. 5) Erosion shall be prevented. Erosion-susceptible slopes shall be covered, planted, or otherwise protected in a way that prevents discharge from the Work site.

In this subsection, the term “storm drain system” shall include water conduits, storm drain inlets and other storm drain structures, street gutters and paved surfaces, channels, watercourses, creek, lakes, the estuary, and the San Francisco Bay.

The Engineer will notify the Contractor of the acceptance or rejection of any submitted or revised water pollution control program.

The City of Vallejo will not be liable to the Contractor for failure to accept all or any portion of an originally submitted or revised water pollution control program, nor for any delays to the work due to the Contractor's failure to submit an acceptable water pollution control program.

Nothing in the terms of the Contract Documents nor in the provisions in this Section 6

1.01G Water Pollution Control shall relieve the Contractor of the responsibility for compliance with Sections 5650 and 12015 of the Fish and Game Code, or other applicable statutes relating to prevention or abatement of water pollution. 6-1.01G (2) BEST MANAGEMENT PRACTICES (BMP)
For the purpose of eliminating stormwater pollution, the Contractor shall implement effective control measures known as Best Management Practices (BMPs). BMPs include schedules of activities, prohibition of practices, general good housekeeping practices, operational practices, pollution prevention practices, maintenance procedures, and other management procedures to prevent pollutant discharge directly or directly into the storm drain system. BMPs also include the construction of some facilities that may be required to prevent, control, and abate stormwater pollution.

The Contractor shall implement and maintain such BMPs as are relevant to the work, and as are specifically required by the project plans or Specifications. The Contractor shall be responsible throughout the Contract duration for installing, constructing, inspecting, maintaining, removing, and disposing of BMPs for wind erosion control, tracking control, erosion and sediment control, non-storm water control, and waste management and materials pollution control. Unless otherwise directed by the Engineer, the Contractor shall be responsible for BMP implementation and maintenance throughout any temporary suspension of the Work. Guidance for appropriate implementation of BMPs can be found in the 7-1.01G (5) Reference Publications, below.
6-1.01G (3) STORM WATER POLLUTION PREVENTION PLAN (SWPPP) When so specified in the Specifications, or if so, required by a jurisdictional regulatory agency, the Contractor shall prepare and submit a Storm Water Pollution Prevention Plan 372
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(SWPPP). The SWPPP shall conform to the requirements specified in the Specifications and those of the jurisdictional regulatory agency. The Notice of Intent will be filed by the City.
6-1.01G (4) DEWATERING
Dewatering shall be performed by the Contractor when specifically required by the SOW; otherwise, dewatering shall be performed by Contractor upon an accepted change order.

Dewatering shall be performed in conformance with all applicable local, state, and Federal laws and permits issued by jurisdictional regulatory agencies. Accumulated water shall be treated prior to disposal if so, specified in the Specifications or required by a permit.

The contractor shall submit a working drawing and related supporting information detailing its proposed plan and methodology and treatment and disposal of accumulated water. To the maximum extent practical, the Contractor shall reuse non-toxic, de-silted water for other onsite needs, such as dust control and irrigation.

The plan shall identify the location, type and size of dewatering devices and related equipment, the size and type of materials composing the collection system, the size and type of equipment to be used to retain and, if required, treat accumulated water, and the proposed disposal locations. If the proposed disposal location is a sanitary sewer, the Contractor shall submit to the Engineer written evidence of permission from the owner. If the proposed disposal location is a storm drain system or receiving body of water, the Contractor shall submit written evidence of permission from the owner of the storm drain system and, if not obtained by the City, original signed permits from jurisdictional regulatory agencies or written evidence that such permits are not required. 6-1.01G (5) REFERENCE PUBLICATIONS
Reference publications are as follows:

1. California State Water Resources Control Board (SWRCB) Construction General Permit Order 2009-009-DWQ adopted on September 2, 2009. Available at: the following website:
http://www.swrcb.ca.gov/board_decisions/adopted_orders/water_quality/2012/wq o2012_0006_dwq.pdf

2. California Stormwater Quality Association (CASQA) Stormwater Best Management Practice Handbook. Available at: the following website:
www.casqa.org/resources/bmp-handbooks/construction

3. Erosion and Sediment Control Field Manual, San Francisco Regional Water Quality Control Board (SFRWQCB) Available from Friends of the San Francisco Estuary, 1515 Clay Street, Suite 1400, Oakland, CA 94612 (510) 622-2419 or (510) 622-2337. Available at: the following website:
www.abag.ca.gov/abag/overview/pub/erosion.html

4. Manual of Standards for Erosion and Sediment Control Measures. Association of Bay Area Governments (ABAG.) Available from ABAG, 101 8th Street, Oakland, CA 94607, (510) 464-7900. Available at: the following website:
www.abag.ca.gov/abag/overview/pub/erosion.html
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5. CalTrans Stormwater Quality Handbooks. Available at: the following website:
www.dot.ca.gov/hq/construc/stormwater/CSBMPM_303_Final.pdf 6-1.01G (6) MATERIAL STORAGE
Storage and exposure of raw materials, by-products, finished products, and containers shall be controlled as described below:

1. All construction materials shall be stored at least ten feet away from inlets, catch basins, and curb returns. The Contractor shall not allow any material to enter the storm drain system. Measures shall be taken to maintain a neat and protected pile. At the end of each working day, the Contractor shall collect and dispose of all scrap, debris, and waste material excluding materials set aside for recycling and salvage. Materials set aside for recycling and salvage shall be delivered to the recycling station within five days.

2. Materials that can contaminate rainwater or be transported by storm water or other runoff to the storm drain system require special storage. During wet weather or when rain is forecast, the Contractor shall store such materials inside a building or cover them with a tarp or other waterproof material secured with weighted tires or sandbags to prevent contact with rain.

3. The Contractor is reminded that storage and disposal of all hazardous materials such as paints, thinners, solvents, and fuels; and all hazardous wastes such as waste oil, must meet all federal, state, and local standards and requirements. 6-1.01G (7) PAVEMENT SAW CUTTING OPERATIONS
The Contractor shall prevent any saw cutting debris from entering the storm drain system.

The Contractor shall preferably use dry cutting techniques and sweep up residue. If wet methods are used, the Contractor shall vacuum slurry as cutting proceeds or collect all wastewater by constructing a sandbag sediment barrier. The bermed area shall be of adequate size to collect all wastewater and solids. The Contractor shall allow collected water to evaporate, as approved by the Engineer, if the wastewater volume is minimal and if maintaining the ponding area does not interfere with public use of the street area, create a safety hazard, or does not create standing water that remains longer than 72 hours. If the Engineer approves, the Contractor may direct or pump saw cutting wastewater to a dirt area for infiltration. This dirt area shall be adequate to contain all the wastewater. After wastewater has infiltrated, all remaining saw cutting residue must be removed and disposed of properly.

With the approval of Vallejo Flood and Wastewater District (VFWD)and the Engineer, desilted water may be pumped to the sanitary sewer to assist in the evaporation or infiltration process. Remaining silt and debris from the ponding or bermed area shall be removed or vacuumed and disposed of properly. If a suitable dirt area is not available or discharge to the sanitary sewer is not feasible, with the Engineer’s approval the Contractor shall filter the saw-cutting wastewater through filtering materials and methods meeting ABAG Standards for Erosion and Sedimentation Control Measures (latest edition) before discharging this wastewater to the storm drain.
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6-1.01G (8) PAVEMENT OPERATIONS
The Contractor shall prevent the discharge of pollutants from paving operations by using measures to prevent run-on and runoff pollution, properly disposing of wastes, and by implementing the following Best Management Practices:
a. No paving during wet weather.
b. Store materials as required by 7-1.01G (6) Material Storage, c. Cover inlets and manholes when applying asphalt, seal coat, tack coat, slurry seal, fog seal, etc.
d. Place drip pans or absorbent materials under paving equipment when not in use.

During wet weather store contaminated paving equipment indoors or cover with tarp or other waterproof covering.
e. Sweep work sites daily to prevent sand, gravel, or excess asphalt from entering, or being transported by rain, into the storm drain system. f. Keep ample supplies of drip pans or absorbent materials on-site. g. If paving involves Portland cement concrete, refer to 7-1.01G (6) Material Storage. 6-1.01G (9) CONCRETE OPERATIONS
The Contractor shall prevent pollutant discharge from concrete operations by using measures to prevent run-on and runoff pollution, by properly disposing of wastes, and by implementing the following BMPs:
a. Store all materials in waterproof containers or under cover away from drain inlets or drainage areas.
b. Avoid mixing excess amounts of Portland cement materials. c. Do not wash out concrete trucks into storm drains, open ditches, streets, streams etc. Whenever possible, perform washout of concrete trucks off site where discharge is controlled and not permitted to discharge to the storm drain system.

For on-site washout:
i. Locate washout area at least 50 feet from storm drains, open ditches, or other water bodies, preferably in a dirt area. Prevent runoff from this area by constructing a temporary pit or bermed area large enough to store the liquid and solid waste.
ii. Wash out concrete wastes into the temporary pit where the concrete can set, be broken up and then disposed of properly. If the water volume greater than what will allow concrete to set, allow the wash water to infiltrate and/or 375
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evaporate, if possible. Otherwise, allow wash water to settle, then filter and pump it to the sanitary sewer with approval from VFWD and the Engineer.

Remove or vacuum the remaining silt and debris from the ponding or bermed area and dispose of it properly.
d. Dispose of wastewater from exposed aggregate washing to a dirt area adequate to contain all the wastewater. Once the wastewater has infiltrated, remove any remaining residue. If a suitable dirt area is not available, filter the wash water through straw bales or other filtering materials meeting ABAG Standards for Erosion and Sediment Control Measures before discharging the wash water to the sanitary sewer with approval from VFWD and the Engineer. e. Collect and return sweepings from exposed aggregate concrete to a stockpile or dispose of the waste in a trash container.
6-1.01G (10) GRADING AND EXCAVATION OPERATIONS
The Contractor shall implement sedimentation and erosion control measures to prevent sediments or excavated material from entering the storm drain system.

The erosion and sedimentation control materials and methods shall be in accordance with ABAG Standards for Erosion and Sediment Control Measures and/or the procedures and methods described in the SFRWQCB Erosion and Sediment Control Field Manual.

At a minimum, the Contractor shall install filter materials (such as sandbags, filter fabric, etc.) at storm drain inlet(s) located in and downstream of the project site. These materials must be in place between October 15 and April 15 and also when rain is forecast within 24 hours. The Contractor shall install filter materials or seal all surface inlet openings during the dry season or if there is potential for sediment or excavated material to be discharged to the storm drain system during the construction operation (e.g., sediments and debris tracked by construction vehicles, wind-blown or transported by other runoff).

The storm drain inlets shall be sealed such that they can be opened in an emergency and unblocked at the end of each working day, so that no property is damaged as a result of accidents or overflows.

Sedimentation and erosion control/filter materials shall be placed in a manner to restrain any debris or sediment from flowing into the storm drain system. Said materials or control devices shall also be maintained and/or replaced as necessary to ensure effective sediment control and to prevent flooding.
6-1.01G (11) SPILL PREVENTION AND CONTROL
The Contractor shall take all precautions to prevent accidental spills during construction.

However, in the event of a spill, the Contractor shall immediately contain any leaks/spills to prevent them from entering the storm drain system. The Contractor shall properly clean up and dispose of spilled wastes and resulting clean-up materials. If the spilled waste is hazardous, the Contractor shall comply with all federal, state, and local hazardous waste requirements.
a. The Contractor shall not wash any spilled material into the streets, gutters, storm 376
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drains, or creeks.
b. The Contractor shall report any hazardous materials spill immediately to the Vallejo Fire Department, the Solano County Department of Resource Management Environmental Services Division Hazardous Materials Section and other state and local agencies as required by state and local regulations. 6-1.01G (12) VEHICLE/EQUIPMENT CLEANING
The use of soaps, solvents, de-greasers, steam cleaning equipment or equivalent methods for vehicle or equipment cleaning on-site or in the street is not permitted. Vehicle or equipment may be cleaned only with water in a designated, bermed area of adequate size. Rinse water may not runoff site or into the storm drain system. The rinse-water shall be permitted to infiltrate in dirt area or shall be discharged to the sanitary sewer with the approval of VFWD and the Engineer.

The Contractor shall dispose of wash water from the cleaning of water-based paint equipment and tools to the sanitary sewer.

When using oil-based paint the Contractor shall, to the maximum extent practicable, filter the paint thinner and solvents for reuse. Any waste thinner, solvent, and sludge from the cleaning of equipment and tools shall be disposed as hazardous waste. 6-1.01G (13) CONTRACTOR TRAINING AND AWARENESS
The Contractor shall train all employees on the water pollution prevention requirement contained in these specifications. The Contractor shall inform all subcontractors of the water pollution prevention contract requirements and include appropriate subcontract provisions to ensure that these requirements are met.

The Contractor shall mark all new catch basins constructed as part of the project with storm drain markers with the logo "No Dumping: Drains to the Bay". Storm drain markers shall be approved by the Water Director.
6-1.01G (14) GOOD HOUSEKEEPING PRACTICES
The Contractor shall implement the following applicable good housekeeping practices. a. Store all materials that have the potential to be transported to the storm drain system by storm runoff or by a spill under cover in a contained area or in sealed waterproof containers.
b. Use ground tarps to collect fallen debris or splatters that could contribute to storm water pollution.
c. Secure opened bags of cement, and other light materials or powders that can be transported by wind.
d. Pick up litter, construction debris and other wastes daily from outside areas including the sidewalk area, gutter, street pavement and storm drains impacted by the project. Store all wastes in covered containers or dispose of immediately. 377
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Arrange for appropriate collection of those materials separated for recycling. e. Dispose of wash water to the sanitary sewer with the approval of VFWD and the Engineer or recycle wash water. Refer to 7-1.01G (9) Concrete Operations. f. Inspect vehicles and equipment arriving on-site for leaking fluids and promptly repair leaking vehicles and equipment. Use drip pans to catch leaks until repairs are made.
g. Avoid spills by handling materials carefully. Keep a stockpile of spill materials, such as rags or absorbents, readily accessible on-site. Clean up all spills immediately to prevent any material from being discharged to the storm drain system. Refer to 7-1.01G (11) Spill Prevention and Control. h. Train employees regularly on good housekeeping practices and BMPs. Assign specific employees’ responsibility for BMPs, good housekeeping practices, and actions to take in the event of a spill. Refer to 7-1.01G (13) Contractor Training and Awareness.
i. Maintain and replace all sediment and water pollution control devices as necessary to ensure that said controls are working effectively (e.g., inspect all sediment ponds or sandbag sedimentation/filtering systems after each rain. Remove accumulated sediment and debris and replace or repair damaged sandbags immediately.) 6-1.01G (15) PAYMENT
Unless otherwise specified in the SOW, payment for implementation and maintenance of BMPs, implementing SWPPP measures and other work of this section (including dewatering) shall be deemed included in the price paid for associated contract bid items, and no additional payment shall be made therefor.
6-1.01G (16) ENFORCEMENT
Various sections of the Vallejo Municipal Code chapter 12.41 enforce section 6.101G.

City enforcement may include, but is not limited to: citations, abatement orders, bills for City cleanup costs and administration, civil suits, and criminal charges. City enforcement actions do not void or suspend any enforcement actions by other agencies. At a minimum, the Contractor shall implement the storm water Clean Water Program BMPs listed in 6-1.01G (1) General or implement equally effective alternatives approved by the Engineer on all projects within the City of Vallejo. 6-1.01H USE OF PESTICIDES
The Contractor shall comply with all rules and regulations of the Department of Food and Agriculture, the Department of Health, the Department of Industrial Relations, City of Vallejo Standard Specifications, and all other agencies which govern the use of pesticides required in the performance of the work on the Contract.

Pesticides shall include but shall not be limited to herbicides, insecticides, fungicides, rodenticides, germicides, nematocides, bactericides, inhibitors, fumigants, defoliants, desiccants, soil sterilants and repellents.
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Any substance or mixture of substances intended for preventing, repelling, mitigating, or destroying weeds, insects, diseases, rodents, or nematodes and any substance or mixture of substances intended for use as a plant regulator, defoliant or desiccant shall be considered a pesticide.
6-1.01I SOUND CONTROL REQUIREMENTS
The Contractor shall comply with all local sound control and noise level rules, regulations and ordinances which apply to any work performed pursuant to the Contract.

Each internal combustion engine, used for any purpose on the job or related to the job, shall be equipped with a muffler of a type recommended by the manufacturer. No internal combustion engine shall be operated on the project without the muffler.

The noise level from the Contractor's operations, between the hours of 9:00 p.m. and 7:00 a.m. shall not exceed 50 dBA and between the hours of 7:00 a.m. and 9:00 p.m. shall not exceed 80 dBA at a distance of 50 feet.

Said noise level requirement shall apply to all equipment on the job or related to the job, including but not limited to trucks, transit mixers or transient equipment that may or may not be owned by the Contractor. The use of loud sound signals shall be avoided in favor of light warnings except those required by safety laws for the protection of personnel.

Full compensation for conforming to the requirements of this section shall be considered as included in the prices paid for the various contract items of work involved and no additional compensation will be allowed, therefore.
6-1.01J ASSIGNMENT OF ANTITRUST ACTIONS
The Contractor's attention is directed to the following requirements in Public Contract Code 7103.5 and Government Code Sections 4553 and 4554, which shall be applicable to the Contractor and the Contractor's subcontractors:
"In entering into a public works Contract or a subcontract to supply goods, services, or materials pursuant to a public works Contract, the Contractor or subcontractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works Contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to the Contractor, without further acknowledgment by the parties.

If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the expenses incurred in obtaining that portion of the recovery.
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Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action."
6-1.02 PAYMENT OF TAXES
The Contract prices paid for the work shall include full compensation for all taxes which the Contractor is required to pay, whether imposed by Federal, State, or local government, including, without being limited to, Federal excise tax. No tax exemption certificate or any document designed to exempt the Contractor from payment of any tax will be furnished to the Contractor by the City of Vallejo, as to any tax on labor, services, materials, transportation, or any other items furnished pursuant to the Contract. 6-1.03 PERMITS AND LICENSES
The City will waive all required City of Vallejo Water Department permit fees for this project.

The Contractor and all subcontractors shall obtain and keep current for the duration of the project a City of Vallejo Business License.

The Contractor shall give all notices required by and comply with all laws, codes, ordinances, and regulations. Before installing any work, the Contractor shall carefully examine the Contract Documents for compliance with all laws, codes, ordinances, and regulations and shall immediately report any discrepancy to the Engineer.

Should the Contractor proceed with the construction and/or install any utility variance, notwithstanding the fact that such installation is in compliance with the Contract Documents, or should the Contractor install any work not in compliance with all laws, codes, ordinances and regulations, the Contractor shall remove such work without cost to the City of Vallejo.

The Contractor shall commit no trespass on any public or private property in any operation due to or connected with the improvements embraced in this contract.

The Environmental Quality Act (Public Resources Code, Sections 21000 to 21176, inclusive) may be applicable to permits, licenses, and other authorizations which the Contractor must obtain from local agencies in connection with performing the work of the Contract. The Contractor shall comply with the provisions of those statutes in obtaining the permits, licenses and other authorizations and they shall be obtained in sufficient time to prevent delays to the work.

In the event that the City of Vallejo has obtained permits, licenses or other authorizations, applicable to the work, in conformance with the requirements in the Environmental Quality Act or any other authority, the Contractor shall comply with the provisions of those permits, licenses and other authorizations.
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6-1.04 PATENTS
The Contractor shall assume all costs arising from the use of patented materials, equipment, devices, or processes used on or incorporated in the work and agrees to indemnify and save harmless the City of Vallejo, the Director, the Engineer, and their duly authorized representatives, from all suits at law, or actions of every nature for, or on account of the use of any patented materials, equipment, devices, or processes. 6-1.05 SAFETY AND HEALTH PROVISIONS
The Contractor shall conform to all applicable occupational safety and health standards, rules, regulations, and orders established by the State of California.

Working areas utilized by the Contractor to perform work during the hours of darkness, shall be lighted to conform to the minimum illumination intensities established by California Division of Occupational Safety and Health Construction Safety Orders.

All lighting fixtures shall be mounted and directed in a manner precluding glare to approaching traffic.

Full compensation for conforming to the provisions in this section shall be considered as included in the Contract prices paid for the various items of work involved and no separate payment will be made therefor.
6-1.06 PUBLIC CONVENIENCE
This Section 6-1.06 defines the Contractor's responsibility with regard to convenience of the public and public traffic in connection with the Contractor's operations.

Attention is directed to Section 3-1.04, "Detours," for provisions relating to the passage of traffic around the work over detours.

Attention is directed to Section 6-1.07, "Public Safety," for provisions relating to the Contractor's responsibility for the safety of the public. The provisions in Section 7-1.07 are in addition to the provisions in this Section 6-1.06, and the Contractor will not be relieved of the responsibilities as set forth in Section 6-1.07 by reason of conformance with any of the provisions in this Section 6-1.06.

In the event of a suspension of the work, attention is directed to Section 7-1.04, "Temporary Suspension of Work."
The Contractor shall so conduct operations as to offer the least possible obstruction and inconvenience to the public and shall have under construction no greater length or amount of work than can be prosecuted properly with due regard to the rights of the public.

All public traffic shall be permitted to pass through the work with as little inconvenience and delay as possible. Where possible, public traffic shall be routed on new or existing paved surfaces.

Spillage resulting from hauling operations along or across any public traveled way shall be removed immediately by the Contractor at the Contractor's expense. 381
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Existing traffic signals and highway lighting shall be kept in operation for the benefit of the traveling public during progress of the work, and other forces will continue routine maintenance of existing systems.

Construction operations shall be conducted in such a manner as to cause as little inconvenience as possible to abutting property owners.

Convenient access to driveways, houses, and buildings along the line of the work shall be maintained and temporary approaches to crossings or intersecting highways shall be provided and kept in good condition. When the abutting property owner's access across the right of way line is to be eliminated, or to be replaced under the Contract by other access facilities, the existing access shall not be closed until the replacement access facilities are usable.

The Contractor may be required to cover certain signs which regulate or direct public traffic to roadways that are not open to traffic. The Engineer will determine which signs shall be covered. Furnishing, installing, and removing covers will be paid for as extra work as provided in Section 3-1.03B.

Roadway excavation and the construction of embankments shall be conducted in such a manner as to provide a reasonably smooth and even surface satisfactory for use by public traffic at all times; sufficient fill at culverts and bridges to permit traffic to cross shall be placed in advance of other grading operations; and if ordered by the Engineer roadway cuts shall be excavated in lifts and embankments constructed part width at a time, construction being alternated from one side to the other and traffic routed over the side opposite the one under construction. Culvert installation or culvert construction shall be conducted on but one-half the width of the traveled way at a time, and that portion of the traveled way being used by public traffic shall be kept open and unobstructed until the opposite side of the traveled way is ready for use by traffic.

Upon completion of rough grading at the grading plane, or placing any subsequent layer thereon, the surface of the roadbed shall be brought to a smooth, even condition free of humps and depressions, satisfactory for the use of public traffic.

After the surface of the roadbed has been brought to a smooth and even condition for the passage of public traffic as above provided, any work ordered by the Engineer for the accommodation of public traffic prior to commencing subgrade operations will be paid for as extra work as provided in Section 3-1.03B. After subgrade preparation for a specified layer of material has been completed, the Contractor shall, at the Contractor's expense, repair any damage to the roadbed or completed subgrade, including damage caused by the Contractor's operations or use by public traffic.

While subgrade and paving operations are underway, public traffic shall be permitted to use the shoulders and, if half-width paving methods are used, shall also be permitted to use the side of the roadbed opposite the one under construction. When sufficient width is available, a passageway wide enough to accommodate at least 2 lanes of traffic shall be kept open at locations where subgrade and paving operations are in active progress. 382
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Any shaping of shoulders or reshaping of subgrade necessary for the accommodation of public traffic thereon during subgrade preparation and paving operations will be paid for as extra work as provided in Section 3-1.03B.

The Contractor will be required to pay the cost of replacing or repairing all facilities installed under extra work for the convenience or direction or warning of public traffic that are lost while in the Contractor's custody, or are damaged by reason of the Contractor's operations to such an extent as to require replacement or repair, and deductions from any moneys due or to become due the Contractor will be made to cover the cost.

Whenever a section of surfacing, pavement or the deck of a structure has been completed, the Contractor shall open it to use by public traffic if the Engineer so orders or may open it to use by public traffic if the Engineer so consents. In either case the Contractor will not be allowed any compensation due to any delay, hindrance or inconvenience to the Contractor's operations caused by public traffic but will thereupon be relieved of responsibility for damage to completed permanent facilities caused by public traffic, within the limits of that use. The Contractor will not be relieved of any other responsibility under the Contract, nor will the Contractor be relieved of cleanup and finishing operations.

Except as otherwise provided in this Section 6-1.06, full compensation for conforming to the provisions in this Section 6-1.06 shall be considered as included in the prices paid for the various Contract items of work and no additional compensation will be allowed therefor.

Contractor shall furnish, install, and maintain all traffic warning and directional signs necessary to maintain the facility in a passable condition at all times. Traffic control shall meet the requirements of the latest State of California Department of Transportation Manual of Traffic Controls for Construction and Maintenance Work Zones. The contractor shall submit a Traffic Control Plan for review and acceptance by the Engineer at the preconstruction meeting.

The Contractor shall designate in writing the name, address and telephone number of the employee and the superintendent to contact after working hours for the proper maintenance of barriers and signs.

Barricades of the flashing beacon variety shall be placed at each excavation site and left until the Engineer deems there is no longer a hazard.

Full compensation for furnishing all flag persons necessary for the direction of public traffic either through or around the work shall be considered as included in the various contract items of work, and no additional compensation will be allowed therefor. 6-1.07 PUBLIC SAFETY
It is the Contractor's responsibility to provide for the safety of traffic and the public during construction.

Attention is directed to Section 6-1.09, "Indemnification and Insurance." 383
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Attention is directed to Section 6-1.06, "Public Convenience," for provisions relating to the Contractor's responsibility for providing for the convenience of the public in connection with the Contractor's operations.

Whenever the Contractor's operations create a condition hazardous to traffic or to the public, the Contractor shall, at the Contractor's expense and without cost to the City of Vallejo, furnish, erect, and maintain those fences, temporary railing (Type K), barricades, lights, signs, and other devices and take such other protective measures that are necessary to prevent accidents or damage or injury to the public.

Fences, temporary railing (Type K), barricades, lights, signs, and other devices furnished, erected, and maintained by the Contractor, at the Contractor's expense, are in addition to any construction area traffic control devices for which payment is provided for elsewhere in the Contract Documents.

Signs, lights, flags, and other warning and safety devices and their use shall conform to the requirements set forth in the current Manual of Traffic Controls. Signs or other protective devices furnished and erected by the Contractor, at the Contractor's expense, as above provided, shall not obscure the visibility of, nor conflict in intent, meaning and function of either existing signs, lights and traffic control devices or any construction area signs and traffic control devices for which furnishing of, or payment for, is provided elsewhere in the Specifications. Signs furnished and erected by the Contractor, at the Contractor's expense, shall be approved by the Engineer as to size, wording, and location.

The installation of general roadway illumination shall not relieve the Contractor of the responsibility for furnishing and maintaining any of the protective facilities herein before specified.

Construction equipment shall enter and leave the highway via existing ramps and crossovers and shall move in the direction of public traffic. All movements of workmen and construction equipment on or across lanes open to public traffic shall be performed in a manner that will not endanger public traffic.

The Contractor's trucks or other mobile equipment which leave a freeway lane, that is open to public traffic, to enter the construction area, shall slow down gradually in advance of the location of the turnoff to give following public traffic an opportunity to slow down.

When leaving a work area and entering a roadway carrying public traffic, the Contractor's equipment, whether empty or loaded, shall in all cases yield to public traffic.

The Contractor shall notify the Engineer not less than 15 days before the anticipated start of each falsework and girder erection operation whenever the falsework or girders will reduce clearances available to public traffic.

Pedestrian openings through falsework shall be paved or provided with full width 384
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continuous wood walks and shall be kept clear. Pedestrians shall be protected from falling objects and curing water for concrete. Overhead protection for pedestrians shall extend not less than 4 feet beyond the edge of the bridge deck.

Where the height of vehicular openings through falsework is less than 15 feet, a W34B "Vertical Clearance" sign shall be provided above each opening facing approaching traffic. The signs shall have black letters and numbers on an orange reflectorized background and shall be illuminated so that the signs are clearly visible. The minimum height of the letters and numbers shall be 6 inches and 10 inches, respectively.

No material or equipment shall be stored where it will interfere with the free and safe passage of public traffic, and at the end of each day's work and at other times when construction operations are suspended for any reason, the Contractor shall remove all equipment and other obstructions from that portion of the roadway open for use by public traffic.

Temporary facilities which the Contractor uses to perform the work shall not be installed or placed where they will interfere with the free and safe passage of public traffic.

Temporary facilities which could be a hazard to public safety if improperly designed shall comply with design requirements specified in the Contract for those facilities or, if none are specified, with standard design criteria or codes appropriate for the facility involved.

Working drawings and design calculations for the temporary facilities shall be prepared and signed by an engineer who is registered as a Civil Engineer in the State of California and shall be submitted to the Engineer for review pursuant to Section 4-1.02, "Plans and Working Drawings." The submittals shall designate thereon the standard design criteria or codes used. Installation of the temporary facilities shall not start until the Engineer has reviewed and accepted the drawings.

Should the Contractor appear to be neglectful or negligent in furnishing warning devices and taking protective measures as above provided, the Engineer may direct attention to the existence of a hazard and the necessary warning devices shall be furnished and installed and protective measures taken by the Contractor at the Contractor's expense.

Should the Engineer point out the inadequacy of warning devices and protective measures, that action on the part of the Engineer shall not relieve the Contractor from responsibility for public safety or abrogate the obligation to furnish and pay for these devices and measures.

Provision for the payment for signs, lights, flares, temporary railing (Type K), barricades, and other facilities by extra work as provided in Section 6-1.06, "Public Convenience" shall in nowise relieve the Contractor from the responsibility as provided in this Section 6-

1.07. Except as otherwise provided in this Section 6-1.07, full compensation for conforming to all of the provisions in this Section 6-1.07 shall be considered as included in the prices paid for the various Contract items of work and no additional compensation will be allowed therefor.
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The Contractor shall note that the work may be performed on or in the vicinity of private property. The Contractor shall, at all times, remove all litter, debris, and construction waste, minimize noise, dust, standing water, vibrations, hazardous conditions and provide safe access to these properties. The Contractor is prohibited from using any and all privately owned utilities. The Contractor's materials and equipment shall not be stored upon private property without written approval from the resident and/or owner.

Construction on private property during overtime, weekend, holiday, or any other irregular period shall be performed only when the Contractor has requested and received written approval from the adjacent residents and the Water Director.

No separate payment shall be made for the above considerations. Full compensation for the above construction restrictions shall be considered as included in the price paid for the various items of work involved.
6-1.08 PRESERVATION OF PROPERTY
Attention is directed to Section 6-1.09, "Indemnification and Insurance."" Due care shall be exercised to avoid injury to existing highway improvements or facilities, utility facilities, adjacent property, and roadside trees, shrubs and other plants that are not to be removed.

Roadside trees, shrubs and other plants that are not to be removed, and pole lines, fences, signs, markers and monuments, buildings and structures, conduits, pipelines under or above ground, sewer and water lines, all highway facilities and any other improvements or facilities within or adjacent to the highway shall be protected from injury or damage, and if ordered by the Engineer, the Contractor shall provide and install suitable safeguards, accepted by the Engineer, to protect the objects from injury or damage. If the objects are injured or damaged by reason of the Contractor's operations, the objects shall be replaced or restored at the Contractor's expense. The facilities shall be replaced or restored to a condition as good as when the Contractor entered upon the work, or as good as required by the Specifications accompanying the Contract, if any of the objects are a part of the work being performed under the Contract. The Engineer may make or cause to be made those temporary repairs that are necessary to restore to service any damaged highway facility. The cost of the repairs shall be borne by the Contractor and may be deducted from any moneys due or to become due to the Contractor under the Contract.

It shall be the Contractor's responsibility, pursuant thereto, to ascertain the location of those underground improvements or facilities which may be subject to damage by reason of the Contractor's operations.

Any damage to private property caused by the Contractor and adjudged to be the responsibility of the Contractor by the Engineer shall be rectified to the satisfaction of the Engineer within a reasonable time, depending upon the extent of the damage. Said reasonable time shall be as determined by the Engineer, and if the condition is not rectified, the Engineer shall have the power and authority to rectify said damage and the cost thereof to be paid for by the Contractor, either by direct payment to the City of Vallejo, or by deducting said amount from moneys due the Contractor. 386
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Full compensation for furnishing all labor, materials, tools, equipment, and incidentals, and for doing all the work involved in protecting or repairing property as specified in this Section 6-1.08, shall be considered as included in the prices paid for the various Contract items of work and no additional compensation will be allowed therefor. 6-1.09 INDEMNIFICATION AND INSURANCE
The Contractor's obligations regarding indemnification of the City of Vallejo and the requirements for insurance shall conform to the provisions in Sections 6-1.09A, "Indemnification," and 6-1.09B, "Insurance," of this Section 6-1.09. 6-1.09A INDEMNIFICATION
The Contractor shall, to the extent allowable, indemnify, defend, save and hold harmless the City of Vallejo, including City of Vallejo’s officers, agents, and employees, from any claims, actions, lawsuits, proceedings , damages, loss, judgments, liabilities or expense on account of damage to property and injuries, including death, to the extent caused by any grossly negligent act, intentional tort, intellectual property infringement, or failure to pay a subcontractor or supplier of the Contractor or those acting under the Contractor’s supervision or control. The Contractor shall not be responsible, however, for any loss, damage, liability or expense on account of damage to property and injuries, including death, by which may arise from the negligence of the City of Vallejo including the City of Vallejo’s officers, agents, employees. The Contractor shall comply with the requirements of all current applicable laws, rules and regulations and shall indemnify and hold harmless the City of Vallejo and its agency members from and against the failure to comply with those laws, and shall assume full responsibility for payments of Federal, State and local taxes on contributions imposed or required under the Social Security, worker's compensation and income tax laws.
6-1.09B INSURANCE
Insurance shall conform to the following requirements: The Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his/her agents, representatives, employees, or SUBCONTRACTORS. Such insurance shall not be construed to relieve the Contractor of any liability in excess of such coverage. The cost of such insurance shall be included in the Contractor's bid.

A. Minimum Scope of Insurance Coverage shall be at least as broad as:

1. Comprehensive General Liability Insurance Services. The Coverage shall be at least as broad as the coverage provided by Insurance Services Office Commercial General Liability coverage “occurrence” form CG 0001 including products and completed operations and X. C. U. (explosion, collapse, underground).

2. Automobile Liability insurance.

3. Workers' Compensation insurance as required by the Labor Code of the 387
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State of California and Employers Liability insurance.

B. Minimum Limits of Insurance
Contractor shall maintain limits no less than:

1. General Liability: $2,000,000 per occurrence. $2,000,000 general aggregate for bodily injury, personal injury, and property damage including blanket contractual liability. $2,000,000 completed operations aggregate that shall extend a minimum of three (3) years beyond project completion.

2. Automobile Liability: $1,000,000 per occurrence, including owned, nonowned and hired vehicles. a. A drop-down feature requiring the policy to respond in the event that any primary insurance that would otherwise have applied proves to be uncollectable in whole or in part for any reason.

I. Pay on Behalf of Insured” wording (NOT reimbursement) II. Concurrency of effective dates with primary policies; and III. Policies shall follow form to the underlying primary policies.

3. Workers' Compensation and Employers Liability: Workers' compensation limits as required by the Labor Code of the State of California and Employers Liability limits of $1,000,000 per accident.

C. Deductibles and Self-Insured Retention
Any deductibles or self - insured retention must be declared to and accepted by the City. At the option of the City, either: the insurer shall reduce or eliminate such deductibles or self - insured retention as respects the City, its officers, officials, employees, and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses.

D. Other Insurance Provisions

1. General Liability and Automobile Liability Coverage
a. The City must be named an additional insured on the ACORD form and on an endorsement form using the following language: “The City, its officers, officials, employees and volunteers are included as additional insureds on the General Liability and Auto Liability policies with respect to: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations 388
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of the Contractor, premises owned, occupied or used by the Contractor.
b. The endorsement must state that the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self - insurance maintained by the City, its officers, officials, employees or volunteers shall be excess of the Contractor's insurance and shall not contribute with it.

2. Workers' Compensation and Employers Liability Coverage a. The insurer shall agree to waive all rights of subrogation against the City, its officers, officials, employees and volunteers for losses arising from work performed by the Contractor for the City.

E. Acceptability of Insurers
Insurance is to be placed with insurers with a Best's rating of no less than A: VII.

F. Verification of Coverage
Contractor shall furnish the City with certificates of insurance and with original endorsements effecting coverage required by this section. The certificates and endorsements for each insurance policy. All certificates and endorsements are to be received and accepted by the City before work commences.

Include insurer’s NAIC numbers on ACORD form.

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

I. Exclusions
This insurance does not cover tools owned by mechanics, any tools, equipment, scaffolding, staging, towers, and forms rented or owned by the Contractor, the capital value of which is not included in the cost of the work, or any shanties or other structures erected for the sole convenience of the workers.

J. Cancellation or Non-Renewal
The Contractor is expected to provide the city of Vallejo a certificate of insurance annually when Contractor’s insurance policies are renewed, and to provide the City of Vallejo thirty (30) days’ notice if it renews its insurance at a level less than 389
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required by this Agreement.
6-1.09B (4) ENFORCEMENT
The City of Vallejo may take any steps as are necessary to assure Contractor's compliance with its obligations. Should any insurance policy lapse or be canceled during the Contract period the Contractor shall, within thirty (30) days prior to the effective expiration or cancellation date, furnish the City of Vallejo with evidence of renewal or replacement of the policy. Failure to continuously maintain insurance coverage as herein provided is a material breach of Contract. In the event the Contractor fails to maintain any insurance coverage required, the City of Vallejo may, but is not required to, maintain this coverage, and charge the expense to the Contractor or terminate Contractor’s control over the work. The required insurance shall be subject to the review and acceptance of City of Vallejo, but any acceptance of insurance certificates by the City of Vallejo shall in no way limit or relieve the Contractor of the Contractor's duties and responsibilities under the Contract to indemnify, defend and hold harmless the City of Vallejo, its officers, agents, and employees. Insurance coverage in the minimum amounts set forth herein shall not be construed to relieve the Contractor for liability in excess of such coverage, nor shall it preclude the City of Vallejo from taking other actions as is available to it under any other provision of the Contract or law. Failure of the City of Vallejo to enforce in a timely manner any of the provisions of this section shall not act as a waiver to enforcement of any of these provisions at a later date.
6-1.09B (5) MISCELLANEOUS
Nothing contained in the Contract is intended to make the public or any member thereof a third- party beneficiary of the Insurance or Indemnity provisions of these Standard Specifications, nor is any term, condition or other provision of the Contract intended to establish a standard of care owed to the public or any member thereof. 6-1.10 LEGAL ACTIONS AGAINST THE CITY OF VALLEJO
In the event litigation is brought against the City of Vallejo concerning compliance by the City of Vallejo with State or Federal laws, rules, or regulations applicable to public works construction, the provisions of this Section 6-1.10 shall apply.

A. If, pursuant to court order, the City of Vallejo prohibits the Contractor from performing all or any portion of the work, the delay will be considered a right of way delay within the meaning of Section 7-1.08, "Right of Way Delays," unless the Contract is terminated as hereinafter provided.

B. If, pursuant to court order (other than an order to show cause) the City of Vallejo is prohibited from requiring the Contractor to perform all or any portion of the work, the City of Vallejo may, if it so elects, eliminate the enjoined work pursuant to Section 3-1.03, "Changes," or terminate the Contract.

C. If the final judgment in the action prohibits the City of Vallejo from requiring the Contractor to perform all or any portion of the work, the City of Vallejo will either eliminate the enjoined work pursuant to Section 3-1.03, "Changes," or terminate the Contract.
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D. If the Contract is to be terminated, the termination and the determination of the total compensation payable to the Contractor shall be governed by the provisions in Section 7-1.09, "Termination of Contract."
6-1.11 DISPOSAL OF MATERIAL OUTSIDE THE PUBLIC RIGHT OF WAY If the Contractor elects to dispose of materials at locations other than those where arrangements have been made by the City of Vallejo, or, if material is to be disposed of and the City of Vallejo has not made arrangements for disposal of the material, the Contractor shall make arrangements for disposing of the materials outside the public right of way and shall pay all costs involved. Arrangements shall include, but not be limited to, entering into agreements with property owners and obtaining necessary permits, licenses, and environmental clearances. Before disposing of any material outside the public right of way, the Contractor shall furnish to the Engineer satisfactory evidence that the Contractor has entered into agreements with the property owners of the site(s) involved and has obtained the appropriate permits, licenses, and clearances.

When any material is to be disposed of outside the public right of way, and the City of Vallejo has not made arrangements for disposal of the material, the Contractor shall first obtain written authorization from the property owner on whose property the disposal is to be made and the Contractor shall file with the Engineer the authorization or a certified copy thereof together with a written release from the property owner absolving the City of Vallejo from any and all responsibility in connection with the disposal of material on the property. Before any material is disposed of on the property, the Contractor shall obtain written permission from the Engineer to dispose of the material at the location designated in the authorization.

When material is disposed of as above provided and the disposal location is visible from public view, the Contractor shall dispose of the material in a neat and uniform manner to the satisfaction of the Engineer.

Where the City of Vallejo has made arrangements with owners of land in the vicinity of a project for the disposal of materials on an owner's property, the arrangements are made solely for the purpose of providing all Bidders an equal opportunity to dispose of the materials on the property. Bidders or Contractors may, upon written request, inspect the documents evidencing the arrangements between property owners and the City of Vallejo. The Contractor may, if the Contractor so elects, exercise any rights that have been obtained, which may be exercised by a Contractor under the arrangements, subject to and upon the conditions hereinafter set forth.

Such arrangements are not a part of the Contract, and it is expressly understood and agreed that the City of Vallejo assumes no responsibility to the Bidder or Contractor whatsoever in respect to the arrangements made with the property owner to dispose of materials thereon and that the Contractor shall assume all risks in connection with the use of the property, the terms upon which the use shall be made, and there is no warranty or guaranty, either express or implied, as to the quantity or types of materials that can be disposed of on the property, or that any material can be disposed of on the property. 391
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The Bidder or Contractor shall make such independent investigation and examination as the Bidder or Contractor deems necessary to be satisfied as to the quantity and types of materials which may be disposed of on the property (if any) and the rights, duties and obligations acquired or undertaken under the arrangement with the property owner.

Notwithstanding that the Contractor may elect to dispose of materials on any such property owner's property, no material may be disposed of on that property unless the Contractor has first either:

A. Executed a document that will guarantee to hold the owner harmless from all claims for injury to persons or damage to property resulting from the Contractor's operations on the property owner's premises and also agree to conform to all other provisions set forth in the arrangement made between the City of Vallejo and the property owner, or
B. Entered into an agreement with the owner of the disposal site on any terms mutually agreeable to the owner and the Contractor; provided that the Contractor shall furnish to the Engineer a release, in a form satisfactory to the Engineer, executed by the owner, relieving the City of Vallejo of any and all obligations under the City of Vallejo's arrangement with the owner.

If the Contractor elects to dispose of material under (1), the use of the site shall be subject to the terms, conditions and limitations of the arrangement made between the property owner and the City of Vallejo and the Contractor shall pay those charges that are provided for in the arrangement made by the City of Vallejo with the property owner, and deductions will be made from any moneys due or that may become due the Contractor under the Contract sufficient to cover the charges for the material disposed of.

If the Contractor elects to dispose of material under (2), the Contractor shall pay those charges that are provided for in the agreement between the owner and the Contractor and deductions will not be made from any moneys due or that may become due the Contractor under the Contract to cover the charges.

Before acceptance of the Contract, the Engineer may require the Contractor to submit written evidence that the owner of the disposal site is satisfied that the Contractor has satisfactorily complied with the provisions of either - (1), the arrangement between the City of Vallejo and the owner, or (2), the agreement between the owner and the Contractor, as the case may be.

Full compensation for all costs involved in disposing of materials as specified in this Section 7-1.13, including all costs of hauling, shall be considered as included in the price paid for the Contract item of work involving the materials and no additional compensation will be allowed therefor.
6-1.12 COOPERATION
Should construction be under way by other forces or by other Contractors within or adjacent to the limits of the work specified or should work of any other nature be under way by other forces within or adjacent to those limits, the Contractor shall cooperate with 392
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all the other Contractors or other forces to the end that any delay or hindrance to their work will be avoided. In addition, the Contractor and the City of Vallejo will discuss and come to an agreement with how to amend the SOW in order to accommodate for the cooperation with other contractors which may affect the timelines within the SOW. The City reserves the right to perform, or to have performed, other or additional work at or near the site (including material sources) at any time, by the use of other forces, without changing the character of the work.

When 2 or more Contractors are employed on related or adjacent work, each shall conduct their operations in such a manner as not to cause any unnecessary delay or hindrance to the other.

Each Contractor shall be responsible to the other for all damage to work to persons or property caused to the other by their operations, and for loss caused the other due to unnecessary delays or failure to finish the work within the time specified for completion. 6-1.13 CONTRACTOR'S RESPONSIBILITY FOR THE WORK AND MATERIALS Until the acceptance of the work as defined in the SOW, the Contractor shall have the charge and care of the work and of the materials to be used therein (including materials for which the Contractor has received partial payment as provided in Section 8-1.04, "Partial Payments," or materials which have been furnished by the City of Vallejo) and shall bear the risk of injury, loss or damage to any part thereof by the action of the elements or from any other cause, whether arising from the execution or from the nonexecution of the work, except as provided in Section 6-1.06, "Public Convenience." The Contractor shall rebuild, repair, restore, and make good all injuries, losses or damages to any portion of the work or the materials occasioned by any cause before its completion and acceptance and shall bear the expense thereof and except for those injuries, losses, or damages that are directly and proximately caused by acts of the Federal Government or the public enemy. Where necessary to protect the work or materials from damage, the Contractor shall, at the Contractor's expense, provide suitable drainage of the roadway and erect those temporary structures that are necessary to protect the work or materials from damage. The suspension of the work from any cause whatever shall not relieve the Contractor of the responsibility for the work and materials as herein specified.
6-1.14 ACCEPTANCE OF CONTRACT
When the Engineer has made the final inspection as provided in Section 4-1.15, "Final Inspection," and determines that the Contract work has been completed in all respects in accordance with the Contract Documents, the Engineer shall recommend the acceptance of the Contract to the City Council. Upon acceptance of the Contract as complete by the City Council, the said Council shall cause a Notice of Completion to be filed and recorded in the records of the Solano County Recorder's Office.
6-1.15 PROPERTY RIGHTS IN MATERIALS
Nothing in the Contract shall be construed as vesting in the Contractor any right of property in the materials used after they have been attached or affixed to the work or soil or after partial payment has been made as provided in Section 8-1.04, "Partial Payments," 393
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for material delivered on the ground or stored subject to or under the control of the City of Vallejo and unused. All the material shall become the property of the City of Vallejo upon being so attached or affixed or upon payment for materials delivered on the ground or stored subject to or under the control of the City of Vallejo and unused. 6-1.16 RIGHTS IN LAND AND IMPROVEMENTS
Nothing in these Contract Documents shall be construed as allowing the Contractor to make any arrangements with any person to permit occupancy or use of any land, structure, or building within the limits of the Contract for any purpose whatsoever, either with or without compensation, in conflict with any agreement between the City of Vallejo and any owner, former owner, or tenant of the land, structure, or building.

The Contractor shall not occupy City of Vallejo-owned property outside the right of way as shown on the plans or maps, unless the Contractor enters into a rental agreement with the City of Vallejo. The agreement will be based on the fair rental values. 6-1.17 PERSONAL LIABILITY
Neither the Director, the Engineer nor any other officer or authorized employee of the City of Vallejo, nor any officer or employee of any county, city or district shall be personally responsible for any liability arising under or by virtue of the Contract.

PROSECUTION AND PROGRESS
7-1.01 SUBCONTRACTING
The Contractor shall give personal attention to the fulfillment of the Contract and shall keep the work under the Contractor's control.

All subcontractors are identified in the SOW and the work they are responsible for is outlined within the SOW. The Contractor will be held responsible for their work, which shall be subject to the provisions of the Contract Documents.

Subcontracts shall include provisions that the Contract between the City of Vallejo and the Contractor is part of the subcontract, and that all terms and provisions of the Contract are incorporated in the subcontract. Subcontracts shall also contain certification by the subcontractor that the subcontractor is experienced in and qualified to do, and knowledgeable about, the subcontracted work. Copies of subcontracts shall be available to the Engineer upon written request, and shall be provided to the Engineer within three (3) days of the Engineer’s request.

Pursuant to the provisions of Section 6109 of the Public Contract Code, the Contractor shall not perform work on a public works project with a subcontractor who is ineligible to perform work on the public works project pursuant to Section 1777.1 or 1777.7 of the Labor Code.

In no case shall the use of subcontractors in any way alter the position of the Contractor or Contractor's sureties with relation to this Contract. When a subcontractor is used, the responsibility for every portion of the work shall still remain with the Contractor. 394
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The Contractor shall pay, when due, all valid claims of subcontractors, suppliers, and workmen with respect to the project.

The mention herein of any specific duty or responsibility imposed upon the Contractor shall not be construed as a limitation or restriction of any other responsibility or duty imposed upon the Contractor by the Contract, said reference being made herein merely for the purpose of explaining the specific duty or responsibility. 7-1.02 ASSIGNMENT
The performance of the Contract may not be assigned, except upon the written consent of the Director. Consent will not be given to any proposed assignment which would relieve the original Contractor or the Contractor's surety of their responsibilities under the Contract nor will the Director consent to any assignment of a part of the work under the Contract.

The Contractor may assign moneys due or to become due the Contractor under the Contract and the assignment will be recognized by the City of Vallejo, if given proper notice thereof, to the extent permitted by law, but any assignment of moneys shall be subject to all proper set-offs in favor of the City of Vallejo and to all deductions provided for in the Contract and particularly all money withheld, whether assigned or not, shall be subject and subordinate to claims of the City of Vallejo. 7-1.03 BEGINNING OF WORK
The Notice to Proceed shall constitute authority for the Contractor to begin work pursuant to the SOW, upon condition that the Contractor has strictly complied with all requirements of these Contract Documents, including but not limited to, furnishing all required documentation and certificates of insurance. If Contractor has not provided City of Vallejo with all documents required by these Contract Documents as of the date of the Notice to Proceed, Contractor shall not be allowed to start work on the Project, notwithstanding the issuance of a Notice to Proceed.

When the Contractor has started work on the Project, the Contractor shall diligently prosecute the work to completion within the time limit provided in the Contract Documents.

The Contractor shall, on commencing operations, take all precautions required for public safety and shall observe all the provisions in these Specifications. 7-1.04 TEMPORARY SUSPENSION OF WORK
The Engineer shall have the authority to suspend the work wholly or in part, for any time period as the Engineer deems necessary, due to unsuitable weather, or to such other conditions considered unfavorable for the suitable prosecution of the work, or for any time period as the Engineer deems necessary due to the failure on the part of the Contractor to carry out orders given, or to perform any provision of the Contract, or for any other reason. The Contractor shall immediately comply with the written order of the Engineer to suspend the work wholly or in part. The suspended work shall be resumed when conditions are favorable and methods are corrected, as ordered or accepted in writing by 395
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the Engineer, or as directed by the Engineer; provided, however, no such suspension of work shall last for longer than seven (7) calendar days without the written consent of Contractor.

In the event that a suspension of work is ordered as provided above, and should that suspension be ordered by reason of the failure of the Contractor to carry out orders or to perform any provision of the Contract; or by reason of weather conditions being unsuitable for performing any item or items of work, which work, in the sole opinion of the Engineer, could have been performed prior to the occurrence of the unsuitable weather conditions had the Contractor diligently prosecuted the work when weather conditions were suitable; the Contractor, at the Contractor's expense, shall do all the work necessary to provide a safe, smooth, and unobstructed passageway through construction for use by public traffic during the period of that suspension as provided in Sections 6-1.06, "Public Convenience," and 6-1.07, "Public Safety". In the event that the Contractor fails to perform the work above specified, the City of Vallejo will perform that work and the cost thereof will be deducted from moneys due or to become due the Contractor.

In the event that a suspension of work is ordered by the Engineer due to unsuitable weather conditions, and in the sole opinion of the Engineer, the Contractor has prosecuted the work with energy and diligence prior to the time that operations were suspended, the cost of providing a smooth and unobstructed passageway through the work will be paid for as extra work as provided in Section 3-1.03B or, at the option of the Engineer, that work will be performed by the City of Vallejo at no cost to the Contractor.

If the Engineer orders a suspension of all of the work or a portion of the work which is the current controlling operation or operations, due to unsuitable weather or to other conditions considered unfavorable to the suitable prosecution of the work, the days on which the suspension is in effect shall not be considered working days as defined in Section 7-1.05, "Time of Completion." If a portion of work at the time of the suspension is not a current controlling operation or operations, but subsequently does become the current controlling operation or operations, the determination of working days will be made on the basis of the then current controlling operation or operations.

If a suspension of work is ordered by the Engineer, due to the failure on the part of the Contractor to carry out orders given or to perform any provision of the Contract, the days on which the suspension order is in effect shall be considered working days if those days are working days within the meaning of the definition set forth in Section 7-1.05, "Time of Completion."
No Contract adjustment will be allowed under the provisions specified in this section to the extent that performance would have been suspended or delayed by any other cause, or for which an adjustment is provided for or excluded under any term or condition of this Contract.

Any Contract adjustment warranted due to suspension of work ordered by the Engineer will be made in the same manner as provided for right of way delays in Section 7-1.08, "Right of Way Delays."
In the event of a suspension of work under any of the conditions set forth in this Section 396
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7-1.04, the suspension of work shall not relieve the Contractor of the responsibilities as set forth in Section 6, "Legal Relations and Responsibility." 7-1.05 TIME OF COMPLETION
The Contractor shall complete all or any designated portion of the work called for under the SOW in all parts and requirements within the time set forth in the SOW, unless otherwise agreed to in writing between the Contractor and the City of Vallejo. 7-1.06 LIQUIDATED DAMAGES
It is agreed by the parties to the Contract that in case all the work called for under the Contract in all parts and requirements is not completed within the number of calendar days as set forth in the Contract Documents, damage will be sustained by the City of Vallejo, and that it is and will be impracticable and extremely difficult to ascertain and determine the actual damage which the City of Vallejo will sustain in the event of and by reason of the delay; and it is therefore agreed that the Contractor will pay to the City of Vallejo, the sum of $50 per day for each and every calendar day delay in completing the work in excess of the dates described in the SOW for the completion of the Project; and the Contractor agrees to pay the liquidated damages herein provided for, and further agrees that the City of Vallejo may deduct the amount thereof from any moneys due or that may become due the Contractor under the Contract.

The Contractor will be granted an extension of time and will not be assessed with liquidated damages or the cost of engineering and inspection for any portion of the delay in completion of the work beyond the time named in the Contract Documents for the completion of the work caused by acts of God or of the public enemy, fire, floods, tsunamis, earthquakes, pandemics, epidemics, quarantine restrictions, strikes, labor disputes, shortage of materials and freight embargoes, supply chain delays, provided that the Contractor shall notify the Engineer in writing of the causes of delay within 3 days from the beginning of that delay. The Engineer shall ascertain the facts and the extent of the delay, and the Engineer's findings thereon shall be final and conclusive.

No extension of time will be granted for a delay caused by a shortage of materials unless the Contractor furnishes to the Engineer documentary proof that the Contractor has made every effort to obtain the materials from all known sources in a diligent and timely manner, and further proof that the inability to obtain the materials when originally planned, did in fact cause a delay in final completion of the entire work which could not be compensated for by revising the sequence of the Contractor's operations. The term "shortage of materials," as used in this section, shall apply only to materials, articles, parts or equipment which are standard items and are to be incorporated in the work. The term "shortage of materials," shall not apply to materials, parts, articles or equipment which are processed, made, constructed, fabricated or manufactured to meet the specific requirements of the Contract. Only the physical shortage of material will be considered under these provisions as a cause for extension of time. Delays in obtaining materials due to priority in filling orders will not constitute a shortage of materials.

Except for the additional compensation provided for in Section 7-1.08, "Right of Way Delays," the Contractor shall have no claim for damage or compensation for any delay or 397
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hindrance.

It is the intention of the above provisions that the Contractor shall not be relieved of liability for liquidated damages or engineering and inspection charges for any period of delay in completion of the work in excess of that expressly provided for in this Section. 7-1.07 TERMINATION OF CONTROL
Whenever, in the opinion of the City of Vallejo, the Contractor has failed to supply an adequate force of labor, equipment, or materials of proper quality, or has failed in any other respect to prosecute the work with the diligence specified in the SOW; or if Contractor should refuse or fail to comply with laws, ordinances, or directions of the Engineer; or if Contractor should fail to make prompt payments to subcontractors or for labor or materials; or otherwise be in breach of this Contract; the City of Vallejo may give written notice of at least thirty (30) calendar days to the Contractor and Contractor's sureties that if the defaults are not remedied within a time specified in such notice, the Contractor's control over the work will be terminated.

If the Contractor should be adjudged a bankrupt, or make an assignment for the benefit of Contractor's creditors, or if a receiver should be appointed on account of Contractor's insolvency, the City of Vallejo may declare the Contractor's control over the work terminated, and so notify the Contractor and Contractor's sureties.

Upon such termination or the City of Vallejo's declaration that the Contractor is in default, the City of Vallejo may direct the surety to complete, or cause to be completed, the Contract work, or the City of Vallejo may direct that all or any part of the work be completed by day labor, or by employment of other contractors on informal contracts, or both. If the City of Vallejo directs the surety to complete or cause to be completed, the Contract work, Contractor's performance bond surety agrees to immediately undertake to complete or cause to be completed, all Contract work. If surety fails or refuses to immediately complete or cause to be completed, all Contract work, surety agrees that damage will be sustained by the City of Vallejo, and that it is and will be impracticable to determine the actual amount of damage by reason of such acts; and the Contractor and surety agree that in addition to any other damages City of Vallejo may sustain and may be recovered pursuant to these Contract Documents, including but not limited to, other liquidated damages for delay, or actual damages, the sum of FIVE HUNDRED DOLLARS ($500.00) is a reasonable amount to be charged as liquidated damages for each day surety fails or refuses to complete or cause to be completed, all Contract work, and it is therefore agreed that the Contractor and surety will pay to the City of Vallejo this sum, for each and every calendar day surety fails or refuses to complete or cause to be completed, the Contract work; and the Contractor and surety further agree that the City of Vallejo may deduct and retain the amount thereof from any monies due the Contractor under the Contract.

If the Contractor's control over the work is terminated as provided above, the Contractor is not entitled to receive any portion of the amount to be paid under the Contract until it is fully completed. After completion, if the unpaid balance exceeds the sum of the amount expended by the City of Vallejo in finishing the work, plus all damages sustained, or to be 398
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sustained, by the City of Vallejo, plus any unpaid claims on account of labor, materials, tools, equipment, or supplies contracted for by the Contractor for the work herein contemplated, the excess not otherwise required by these Contract Documents to be retained shall be paid the Contractor. If the sum so expended exceeds the unpaid balance, the Contractor and Contractor's surety are liable to the City of Vallejo for the amount of such excess. If the surety completes the Contract work as provided above, such surety shall be subrogated to money due under the Contract, and to money which shall become due in the course of completion by the surety. However, Contractor and surety agree that any subrogation rights of surety are subordinate to and inferior to rights of City of Vallejo.

The City of Vallejo reserves the right to terminate the work for its convenience upon thirty (30) days written notice to Contractor. In such event, the Contractor shall be paid its reasonable costs for that portion of the work performed to the date of termination, reasonable costs associated with demobilization, plus fifteen percent (15%) of all such costs for overhead and profit.
7-1.08 RIGHT OF WAY DELAYS
If, through the failure of the City of Vallejo to acquire or clear right of way, the Contractor sustains loss which could not have been avoided by the judicious handling of forces, equipment and plant, there shall be paid to the Contractor that amount that the Engineer may find to be a fair and reasonable compensation for that part of the Contractor's actual loss, that, in the opinion of the Engineer, was unavoidable, determined as follows:

Compensation for idle time of equipment will be determined in the same manner as determinations are made for equipment used in the performance of extra work paid for on a force account basis, as provided in Section 9-1.03A(3), "Equipment Rental," with the following exceptions:

A. The right of way delay factor for each classification of equipment shown in the State Department of Transportation publication entitled Labor Surcharge And Equipment Rental Rates, which is a part of the Contract, will be applied to that equipment rental rate.

B. The time for which the compensation will be paid will be the actual normal working time during which the delay condition exists, but in no case will exceed 8 hours in any one day.

C. The days for which compensation will be paid will be the calendar days, excluding Saturdays, Sundays and legal holidays, during the existence of the delay, except that when rental of equipment is paid for under the provisions in Section 9-1.03A (3b), "Equipment not on the Work," no payment will be made for right of way delays in conformance with the provisions in this Section 8-1.09.

Actual loss shall be understood to include no items of expense other than idle time of equipment and necessary payments for idle time of workers, cost of extra moving of equipment and cost of longer hauls. Compensation for idle time of equipment will be determined as provided in this Section 7-1.08 and compensation for idle time of workers 399
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will be determined as provided in Section 8-1.02A(1), "Labor," and no markup will be added in either case for overhead and profit. The cost of extra moving of equipment and the cost of longer hauls will be paid for as extra work as provided in Section 3-1.03B.

If performance of the Contractor's work is delayed as the result of the failure of the City of Vallejo to acquire or clear right of way, an extension of time determined pursuant to the provisions in Section 7-1.06, "Liquidated Damages," will be granted. 7-1.09 TERMINATION OF CONTRACT
The Contract may be terminated by the Director when termination is authorized by Section 6-1.10, "Legal Actions Against the City of Vallejo," " or by other provisions of the Contract which authorize termination. Subject to Section 7-1.07, the City of Vallejo also reserves the right to terminate the Contract at any time upon a determination by the Director that termination of the Contract is in the best interest of the City of Vallejo.

If the Director elects to terminate the Contract, the termination of the Contract and the total compensation payable to the Contractor shall be governed by the following:

A. The Engineer will issue the Contractor a written notice signed by the Director, specifying that the Contract is to be terminated. Upon receipt of the written notice, the Contractor will be relieved of further responsibility for damage to the work (excluding materials) as specified in Section 6-1.13, "Contractor's Responsibility for the Work and Materials," and, except as otherwise directed in writing by the Engineer, the Contractor shall:

1. Stop all work under the Contract except that specifically directed to be completed prior to acceptance.

2. Perform any remaining work under the SOW the Engineer deems necessary to secure the project for termination.

3. Remove equipment and plant from the site of the work.

4. Take action that is necessary to protect materials from damage.

5. Notify all subcontractors and suppliers that the Contract is being terminated and that their Contracts or orders are not to be further performed unless otherwise authorized in writing by the Engineer.

6. Provide the Engineer with an inventory list of all materials previously produced, purchased or ordered from suppliers for use in the work and not yet used in the work, including its storage location, and such other information as the Engineer may request.

7. Dispose of materials not yet used in the work as directed by the Engineer. It shall be the Contractor's responsibility to provide the City of Vallejo with good title to all materials purchased by the City of Vallejo hereunder, including materials for which partial payment has been made as provided in Section 400
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Vallejo City CouncilNovember 18, 2025

Vallejo City Council
November 18, 2025