Common use of Work Authorization Clause in Contracts

Work Authorization. By entering into this Agreement, the Judicial Council only authorizes the Construction Manager to begin its Work on the Phase indicated on the Coversheet of the Agreement. The Judicial Council has the sole and unilateral right to authorize additional Phases, however, those authorizations will be made in the form of an Amendment to this Agreement, authorizing the appropriate Phase and funding specified herein, which must be executed by the Construction Manager and the Judicial Council. Work for additional Phases added to the Agreement after the Parties execute an Amendment will be authorized by the Director’s, or the Director’s designee’s, issuance of a Notice(s) to Proceed. Construction Manager is not authorized to begin any Work or Services identified as NYA. FEE AND METHOD OF PAYMENT Judicial Council will pay Construction Manager the Fee for all Services contracted for under this Agreement pursuant to the provisions herein and in Exhibit E. Compensation for any Extra Services will become part of the Fee upon the Judicial Council’s written authorization of those Extra Services. The Construction Manager’s Fee includes, without limitation, all costs for overhead; personnel; administration; profit; travel; offices; per diem expenses; and all deliverables, printing, and shipping, under the Agreement. PAYMENT FOR EXTRA SERVICES Extra Services are those services, deliverables, and Reimbursables identified in Exhibit B. Any charges for Extra Services will be paid by the Judicial Council as described in Exhibit B and Exhibit C only upon certification that the claimed Extra Services were authorized in writing in advance by the Project Manager, an Amendment was executed for the Extra Services, and that the authorized Extra Services have been satisfactorily completed. If any Extra Service is performed by Construction Manager without prior written authorization by the Judicial Council or the Judicial Council’s authorized representative, the Judicial Council will not be obligated to pay for that service. A written proposal describing the scope of the Extra Services and listing the personnel, labor duration, rates, and cost(s) shall be submitted by the Construction Manager to the Project Manager for approval. Upon approval, and before proceeding with the performance of any Extra Services, the Parties shall execute an Amendment to the Agreement, unless otherwise directed in writing by the Judicial Council. The Parties acknowledge that the rates for Extra Services will be good for three years and updated every two years thereafter based on Bureau of Labor Statistics CPI for Urban Wage Earners and Clerical Workers (CPI-W). STANDARD OF CARE Construction Manager, its officers, agents, employees, subcontractors, subconsultants and any persons or entities for whom Construction Manager is responsible, must provide all Services pursuant to this Agreement in accordance with the requirements of this Agreement and in a manner consistent with the standard of care under California law applicable to those who specialize in providing the same services for projects of the type, scope, and complexity of the Project. The Judicial Council’s review, approval of, or payment for any of the Services required under this Agreement must not be construed as assent that Construction Manager has complied, nor in any way relieve the Construction Manager of compliance, with (i) the applicable standard of care and/or (ii) applicable statutes, regulations, rules, guidelines, and requirements governing Construction Manager’s Services. Construction Manager shall provide Services that comply with all applicable requirements of federal, state, and local law including, without limitation, the following statutes, regulations, and standards: California Code of Regulations, Title 24, California Building Standards Code, including all amendments thereto. California Trial Court Facilities Standards. California Code of Regulations, Title 19, Regulations of the State Fire ▇▇▇▇▇▇▇▇, and all pertinent local fire safety codes, rules, regulations, or ordinances. Americans with Disabilities Act. U. S. Copyright Act. Notwithstanding subsequent approvals by any Authority Having Jurisdiction, Construction Manager’s failure to comply with these requirements shall be considered a material breach of this Agreement. The Construction Manager is responsible for all costs, including, without limitation, direct, indirect, and/or consequential cost impacts, in any way related to Construction Manager’s failure to timely and diligently perform the Services, Without in any way limiting Construction Manager’s responsibility for all such costs, such impacts shall include costs related to improperly coordinating with an Authority Having Jurisdiction, costs arising from delayed or improper review and processing of submittals, payment applications, change order requests, contingency and allowance use requests, schedule reviews, requests for time extensions, and any other Service under this Agreement.

Work Authorization. By entering into this Agreement, the Judicial Council only authorizes the Construction Manager 2.1 Consultant shall submit to begin its Drainage District an individually numbered written Work on the Phase indicated on the Coversheet of the Agreement. The Judicial Council has the sole and unilateral right to authorize additional Phases, however, those authorizations will be made Authorization in the form (attached hereto as Exhibit C) containing a period of an Amendment performance with a beginning and end date, a full description of the work to this Agreementbe performed, authorizing a work schedule with milestones, a cost not to exceed amount, and a Work Authorization budget. Drainage District and Consultant shall negotiate in good faith the appropriate Phase terms and funding specified herein, which must be executed by conditions of each such Work Authorization. Consultant shall use its reasonable efforts to perform the Construction Manager and the Judicial Council. Work for additional Phases added Projects in accordance to the schedules and milestones set forth in each Work Authorization. Consultant shall promptly notify Drainage District of any event that will affect completion of the Work Authorization. The Projects shall be performed in accordance with established policies and procedures of Consultant and System. 2.2 Refusal of Consultant to accept a Work Authorization shall be grounds for termination of this Agreement after the Parties execute an Amendment will be by Drainage District. 2.3 Consultant shall not provide any Services under this Agreement until authorized by the Director’s, Drainage District in a fully executed Work Authorization. Any Services provided by Consultant or the Director’s designee’s, any costs incurred by Consultant before issuance of a Notice(s) to Proceed. Construction Manager is not authorized to begin any Work Authorization or Services identified as NYA. FEE AND METHOD OF PAYMENT Judicial Council will pay Construction Manager after the Fee expiration of a Work Authorization shall be ineligible for all Services contracted for under this Agreement pursuant to payment or reimbursement. 2.4 Work Authorizations are issued at the provisions herein and in Exhibit E. Compensation for any Extra Services will become part discretion of the Fee Drainage District. While it is Drainage District’s intent to issue Work Authorizations hereunder, Consultant shall have no cause of action conditioned upon the Judicial Council’s written authorization lack or number of those Extra Services. The Construction Manager’s Fee includes, without limitation, all costs for overhead; personnel; administration; profit; travel; offices; per diem expenses; and all deliverables, printing, and shipping, under the Agreement. PAYMENT FOR EXTRA SERVICES Extra Services are those services, deliverables, and Reimbursables identified in Exhibit B. Any charges for Extra Services will Work Authorizations issued. 2.5 Each Work Authorization shall be paid signed by the Judicial Council as described in Exhibit B parties and Exhibit C only upon certification that the claimed Extra Services were authorized in writing in advance by the Project Manager, an Amendment was executed for the Extra Services, and that the authorized Extra Services have been satisfactorily completed. If any Extra Service is performed by Construction Manager without prior written authorization by the Judicial Council or the Judicial Council’s authorized representative, the Judicial Council will not be obligated to pay for that service. A written proposal describing the scope of the Extra Services and listing the personnel, labor duration, rates, and cost(s) shall be submitted by the Construction Manager to the Project Manager for approval. Upon approval, and before proceeding with the performance of any Extra Services, the Parties shall execute an Amendment to the Agreement, unless otherwise directed in writing by the Judicial Council. The Parties acknowledge that the rates for Extra Services will be good for three years and updated every two years thereafter based on Bureau of Labor Statistics CPI for Urban Wage Earners and Clerical Workers (CPI-W). STANDARD OF CARE Construction Manager, its officers, agents, employees, subcontractors, subconsultants and any persons or entities for whom Construction Manager is responsible, must provide all Services pursuant to this Agreement in accordance with the requirements of this Agreement and in become a manner consistent with the standard of care under California law applicable to those who specialize in providing the same services for projects of the type, scope, and complexity of the Project. The Judicial Council’s review, approval of, or payment for any of the Services required under this Agreement must not be construed as assent that Construction Manager has complied, nor in any way relieve the Construction Manager of compliance, with (i) the applicable standard of care and/or (ii) applicable statutes, regulations, rules, guidelines, and requirements governing Construction Manager’s Services. Construction Manager shall provide Services that comply with all applicable requirements of federal, state, and local law including, without limitation, the following statutes, regulations, and standards: California Code of Regulations, Title 24, California Building Standards Code, including all amendments thereto. California Trial Court Facilities Standards. California Code of Regulations, Title 19, Regulations of the State Fire ▇▇▇▇▇▇▇▇, and all pertinent local fire safety codes, rules, regulations, or ordinances. Americans with Disabilities Act. U. S. Copyright Act. Notwithstanding subsequent approvals by any Authority Having Jurisdiction, Construction Manager’s failure to comply with these requirements shall be considered a material breach part of this Agreement. The Construction Manager is responsible for all costs, including, without limitation, direct, indirect, and/or consequential cost impacts, No Work Authorizations will waive Drainage District or Consultant’s responsibilities and obligations established in any way related to Construction Manager’s failure to timely and diligently perform the Services, Without in any way limiting Construction Manager’s responsibility for all such costs, such impacts shall include costs related to improperly coordinating with an Authority Having Jurisdiction, costs arising from delayed or improper review and processing of submittals, payment applications, change order requests, contingency and allowance use requests, schedule reviews, requests for time extensions, and any other Service under this Agreement. 2.6 Drainage District shall not be responsible for actions by Consultant or any costs incurred by Consultant prior to the execution of the Work Authorization. Consultant shall allow adequate time for review and approval of any Supplemental Work Authorization by Drainage District prior to expiration of the Work Authorization. 2.7 Under no circumstances shall a Work Authorization be allowed to extend beyond this Agreement’s expiration date as detailed in Section 6, unless an appropriate contract extension has been approved by the Drainage District and set forth in writing. 2.8 Upon satisfactory completion of the Work Authorization as determined by Drainage District, Consultant shall submit the deliverables as specified in the executed Work Authorization to Drainage District for review and acceptance.

Work Authorization. By entering into After execution of this Agreement, the Judicial Council Engineer shall proceed with the work outlined under Article 2 hereof, only authorizes as authorized by the Construction Manager to begin its Owner through an agreed Work on the Phase indicated on the Coversheet of the Agreement. The Judicial Council has the sole and unilateral right to authorize additional Phases, however, those authorizations will be made Authorization document in the form of an Amendment to this Agreement, authorizing the appropriate Phase and funding specified herein, which must be executed by the Construction Manager and the Judicial Council. Work for additional Phases added to the Agreement after the Parties execute an Amendment will be authorized by the Director’s, or the Director’s designee’s, issuance of a Notice(s) to Proceed. Construction Manager is not authorized to begin any Work or Services identified as NYA. FEE AND METHOD OF PAYMENT Judicial Council will pay Construction Manager the Fee for all Services contracted for under this Agreement pursuant to the provisions herein and in Exhibit E. Compensation for any Extra Services will become part of the Fee upon the Judicial Council’s written authorization of those Extra Services. The Construction Manager’s Fee includes, without limitation, all costs for overhead; personnel; administration; profit; travel; offices; per diem expenses; and all deliverables, printing, and shipping, under the Agreement. PAYMENT FOR EXTRA SERVICES Extra Services are those services, deliverables, and Reimbursables identified in Exhibit B. Any charges for Extra Services will be paid by the Judicial Council as described in Exhibit B EXHIBIT “E”- Work Authorization Form, attached hereto and Exhibit C only upon certification that the claimed Extra Services were authorized in writing in advance by the Project Manager, an Amendment was executed for the Extra Services, and that the authorized Extra Services have been satisfactorily completed. If any Extra Service is performed by Construction Manager without prior written authorization by the Judicial Council or the Judicial Council’s authorized representative, the Judicial Council will not be obligated to pay for that service. A written proposal describing the scope of the Extra Services and listing the personnel, labor duration, rates, and cost(s) shall be submitted by the Construction Manager to the Project Manager for approval. Upon approval, and before proceeding with the performance of any Extra Services, the Parties shall execute an Amendment to the Agreement, unless otherwise directed in writing by the Judicial Council. The Parties acknowledge that the rates for Extra Services will be good for three years and updated every two years thereafter based on Bureau of Labor Statistics CPI for Urban Wage Earners and Clerical Workers (CPI-W). STANDARD OF CARE Construction Manager, its officers, agents, employees, subcontractors, subconsultants and any persons or entities for whom Construction Manager is responsible, must provide all Services pursuant to this Agreement in accordance with the requirements of this Agreement and in made a manner consistent with the standard of care under California law applicable to those who specialize in providing the same services for projects of the type, scope, and complexity of the Project. The Judicial Council’s review, approval of, or payment for any of the Services required under this Agreement must not be construed as assent that Construction Manager has complied, nor in any way relieve the Construction Manager of compliance, with (i) the applicable standard of care and/or (ii) applicable statutes, regulations, rules, guidelines, and requirements governing Construction Manager’s Services. Construction Manager shall provide Services that comply with all applicable requirements of federal, state, and local law including, without limitation, the following statutes, regulations, and standards: California Code of Regulations, Title 24, California Building Standards Code, including all amendments thereto. California Trial Court Facilities Standards. California Code of Regulations, Title 19, Regulations of the State Fire ▇▇▇▇▇▇▇▇, and all pertinent local fire safety codes, rules, regulations, or ordinances. Americans with Disabilities Act. U. S. Copyright Act. Notwithstanding subsequent approvals by any Authority Having Jurisdiction, Construction Manager’s failure to comply with these requirements shall be considered a material breach part of this Agreement. The Construction Manager is responsible Engineer will identify, as approved by the Owner, the needed services for all coststhe Project, includingas required through the course of the development to the Project. The Owner shall authorize the Engineer to perform one or more of the agreed tasks identified in EXHIBIT “B”, without limitation, direct, indirect, and/or consequential cost impactsattached hereto, in any way related the form of individual work authorizations. Upon authorization from the Owner, the Engineer will prepare a Work Authorization document, which will include a description of the work to Construction Managerbe performed, including a description of the tasks and milestones, a work schedule, and an estimated cost proposal agreed upon by the Owner and the Engineer. The estimated cost proposal shall set forth in detail the computation of the cost of each work task, at the hourly rates established and identified in EXHIBIT “D”, attached hereto. The Work Authorizations shall not waive the Owner’s failure and the Engineer’s responsibilities and obligations established in this Agreement. The estimated cost proposal for each Work Authorization, developed by the Engineer and approved by the Owner shall be used by the Owner to timely and diligently perform appropriate a purchase order for the ServicesWork Authorization. Each executed Work Authorization shall become a part of this Agreement. Upon satisfactory completion of the Work Authorization, Without the Engineer shall submit the Project’s deliverables as specified in any way limiting Construction Manager’s responsibility the executed Work Authorization to the Owner for all such costs, such impacts shall include costs related to improperly coordinating with an Authority Having Jurisdiction, costs arising from delayed or improper review and processing acceptance. Work included in a Work Authorization shall not begin until the Owner and the Engineer have signed the Work Authorization. All work must be completed on or before the completion date specified in the Work Authorization, unless extended by written agreement by the Engineer and the Owner. The Engineer shall promptly notify the Owner of submittalsany event that will affect completion of the Work Authorization. All Work Authorizations must be executed and completed by both the Engineer and the Owner within the period established for this Agreement as specified in Article 3 hereof. The final acceptance by the Owner of each Work Authorization for the Project shall serve as evidence of completion, payment applicationson the part of the Engineer, change order requests, contingency and allowance use requests, schedule reviews, requests for time extensions, and any other Service of all services under this AgreementAgreement insofar as they pertain to that portion of work on the Project identified in the applicable work authorization.

Work Authorization. By entering into this Agreement, the Judicial Council only authorizes the Construction Manager 4.1 All work to begin its Work on the Phase indicated on the Coversheet of the Agreement. The Judicial Council has the sole and unilateral right to authorize additional Phases, however, those authorizations will be made in the form of an Amendment to this Agreement, authorizing the appropriate Phase and funding specified herein, which must be executed performed by the Construction Manager and the Judicial Council. Work for additional Phases added to the Agreement after the Parties execute an Amendment will be authorized by the Director’s, or the Director’s designee’s, issuance of a Notice(s) to Proceed. Construction Manager is not authorized to begin any Work or Services identified as NYA. FEE AND METHOD OF PAYMENT Judicial Council will pay Construction Manager the Fee for all Services contracted for Consultant under this Agreement pursuant to the provisions herein and in Exhibit E. Compensation for any Extra Services will become part of the Fee upon the Judicial Council’s written authorization of those Extra Services. The Construction Manager’s Fee includes, without limitation, all costs for overhead; personnel; administration; profit; travel; offices; per diem expenses; and all deliverables, printing, and shipping, under the Agreement. PAYMENT FOR EXTRA SERVICES Extra Services are those services, deliverables, and Reimbursables identified in Exhibit B. Any charges for Extra Services will must first be paid by the Judicial Council as described in Exhibit B and Exhibit C only upon certification that the claimed Extra Services were authorized in writing in advance by the Project Managera Work Authorization, an Amendment was executed for the Extra Services, and that the authorized Extra Services have been satisfactorily completed. If any Extra Service is performed by Construction Manager without prior written authorization by the Judicial Council or the Judicial Council’s authorized representative, the Judicial Council will not be obligated to pay for that service. A written proposal describing the scope of the Extra Services and listing the personnel, labor duration, rates, and cost(s) shall be submitted by the Construction Manager to the Project Manager for approval. Upon approval, and before proceeding with the performance of any Extra Services, the Parties shall execute an Amendment to the Agreement, unless otherwise directed in writing by the Judicial Council. The Parties acknowledge that the rates for Extra Services will be good for three years and updated every two years thereafter based on Bureau of Labor Statistics CPI for Urban Wage Earners and Clerical Workers (CPI-W). STANDARD OF CARE Construction Manager, its officers, agents, employees, subcontractors, subconsultants and any persons or entities for whom Construction Manager is responsible, must provide all Services pursuant to this Agreement in accordance with the requirements of this Agreement and in Article. 4.1.1 Before issuance of any Work Authorization, Consultant shall provide Contract Administrator with a manner consistent written estimate for all charges expected to be incurred for the tasks associated with the standard Work Authorization. Each Work Authorization (including as amended) may be executed on behalf of care County as follows: (a) the Contract Administrator may execute any individual Work Authorization for which the cost to County is $50,000 or less; (b) the Purchasing Director may execute any individual Work Authorization for which the cost to County is within the Purchasing Director’s delegated authority (if required under California law applicable to those who specialize in providing the same services for projects of Procurement Code, any such Work Authorization shall also be executed by the type, scope, County Administrator); and complexity of (c) any individual Work Authorization above the ProjectPurchasing Director’s delegated authority must be approved by the Board. The Judicial Council’s review, approval of, or payment for any sum of the Services required all Work Authorizations issued under this Agreement in any annual period must not exceed the applicable annual maximum amount stated in Section 6.1. 4.1.2 After complete execution of a Work Authorization under this Agreement, Contract Administrator will issue a Notice to Proceed for that authorized work. Consultant must not commence such work until receipt of a Notice to Proceed. 4.1.3 Any modifications to a Work Authorization will require an amended Work Authorization approved by Contract Administrator, County's Purchasing Director, or Board in accordance with the aggregate dollar limitations set forth above. Consultant’s compensation will not exceed the amount approved in the Work Authorization unless such additional amount received the prior written approval from the appropriate authority. 4.1.4 All Work Authorizations must be delineated in the attached Exhibits E-1, E-2 or ▇- ▇, as applicable, or in a form substantially similar, and must contain, at a minimum, the following information and requirements: 4.1.4.1 A description of the work to be undertaken (which description must specify in detail the individual tasks and other activities to be performed by Consultant), a reference to this Agreement under which the work to be undertaken is authorized, and a statement of the method of compensation. 4.1.4.2 A budget establishing the amount of compensation, which amount will constitute a guaranteed maximum and must not be construed as assent that Construction Manager has complied, nor exceeded unless prior written approval of County is obtained. If County does not approve an increase in any way relieve the Construction Manager of compliance, with (i) the applicable standard of care and/or (ii) applicable statutes, regulations, rules, guidelinesguaranteed maximum amount, and requirements governing Construction Manager’s Services. Construction Manager shall provide Services that comply with all applicable requirements the need for such action is not the fault of federalConsultant, statethe authorization will be terminated, and local law includingConsultant will be paid in full for all work completed to that point, without limitationbut said amount will in no case exceed the guaranteed maximum amount. The information contained in the budget shall be in sufficient detail to identify the various elements of costs. 4.1.4.3 A time established for completion of the services undertaken by Consultant or for the submission to County of documents, the following statutes, regulationsreports, and standards: California Code of Regulations, Title 24, California Building Standards Code, including all amendments thereto. California Trial Court Facilities Standards. California Code of Regulations, Title 19, Regulations of the State Fire ▇▇▇▇▇▇▇▇, and all pertinent local fire safety codes, rules, regulations, or ordinances. Americans with Disabilities Act. U. S. Copyright Act. Notwithstanding subsequent approvals by any Authority Having Jurisdiction, Construction Manager’s failure to comply with these requirements shall be considered a material breach of this Agreement. The Construction Manager is responsible for all costs, including, without limitation, direct, indirect, and/or consequential cost impacts, in any way related to Construction Manager’s failure to timely and diligently perform the Services, Without in any way limiting Construction Manager’s responsibility for all such costs, such impacts shall include costs related to improperly coordinating with an Authority Having Jurisdiction, costs arising from delayed or improper review and processing of submittals, payment applications, change order requests, contingency and allowance use requests, schedule reviews, requests for time extensions, and any other Service information under this Agreement. 4.1.4.4 Any other additional instructions or provision relating to the work authorized under this Agreement. 4.1.4.5 Work Authorizations must be dated, serially numbered, and signed.

Work Authorization. By entering into this Agreement, the Judicial Council only authorizes the Construction Manager to begin its Work on the Phase indicated on the Coversheet of the Agreement. The Judicial Council has the sole and unilateral right to authorize additional Phases, however, those authorizations will be made in the form of an Amendment to this Agreement, authorizing the appropriate Phase and funding specified herein, which must be executed by the Construction Manager and the Judicial Council. Work for additional Phases added to the Agreement after the Parties execute an Amendment will be authorized by the Director’s, or the Director’s designee’s, issuance of a Notice(s) to Proceed. Construction Manager is not authorized to begin any Work or Services identified as NYA. FEE AND METHOD OF PAYMENT Judicial Council will pay Construction Manager the Fee for all Services contracted for under this Agreement pursuant to the provisions herein and in Exhibit E. Compensation for any Extra Services will become part of the Fee upon the Judicial Council’s written authorization of those Extra Services. The Construction Manager’s Fee includes, without limitation, all costs for overhead; personnel; administration; profit; travel; offices; per diem expenses; and all deliverables, printing, and shipping, under the Agreement. PAYMENT FOR EXTRA SERVICES Extra Services are those services, deliverables, and Reimbursables identified in Exhibit B. Any charges for Extra Services will be paid by the Judicial Council as described in Exhibit B and Exhibit C only upon certification that the claimed Extra Services were authorized in writing in advance by the Project Manager, an Amendment was executed for the Extra Services, and that the authorized Extra Services have been satisfactorily completed. If any Extra Service is performed by Construction Manager without prior written authorization by the Judicial Council or the Judicial Council’s authorized representative, the Judicial Council will not be obligated to pay for that service. A written proposal describing the scope of the Extra Services and listing the personnel, labor duration, rates, and cost(s) shall be submitted by the Construction Manager to the Project Manager for approval. Upon approval, and before proceeding with the performance of any Extra Services, the Parties shall execute an Amendment to the Agreement, unless otherwise directed in writing by the Judicial Council. The Parties acknowledge that the rates for Extra Services will be good for three years and updated every two years thereafter based on Bureau of Labor Statistics CPI for Urban Wage Earners and Clerical Workers (CPI-W). STANDARD OF CARE Construction Manager, its officers, agents, employees, subcontractors, subconsultants and any persons or entities for whom Construction Manager is responsible, must provide all Services pursuant to this Agreement in accordance with the requirements of this Agreement and in a manner consistent with the standard of care under California law applicable to those who specialize in providing the same services for projects of the type, scope, and complexity of the Project. The Judicial Council’s review, approval of, or payment for any of the Services required under this Agreement must not be construed as assent that Construction Manager has complied, nor in any way relieve the Construction Manager of compliance, with (i) the applicable standard of care and/or (ii) applicable statutes, regulations, rules, guidelines, and requirements governing Construction Manager’s Services. Construction Manager shall provide Services that comply with all applicable requirements of federal, state, and local law including, without limitation, the following statutes, regulations, and standards: California Code of Regulations, Title 24, California Building Standards Code, including all amendments thereto. California Trial Court Facilities Standards. California Code of Regulations, Title 19, Regulations of the State Fire ▇▇▇▇▇▇▇▇, and all pertinent local fire safety codes, rules, regulations, or ordinances. Americans with Disabilities Act. U. S. Copyright Act. Notwithstanding subsequent approvals by any Authority Having Jurisdiction, Construction Manager’s failure to comply with these requirements shall be considered a material breach of this Agreement. The Construction Manager is responsible for all costs, including, without limitation, direct, indirect, and/or consequential cost impacts, in any way related to Construction Manager’s failure to timely and diligently perform the Services, Without in any way limiting Construction Manager’s responsibility for all such costs, such impacts shall include costs related to improperly coordinating with an Authority Having Jurisdiction, costs arising from delayed or improper review and processing of submittals, payment applications, change order requests, contingency and allowance use requests, schedule reviews, requests for time extensions, and any other Service under this Agreement. PERFORMANCE REVIEW The Judicial Council or its agent may evaluate Construction Manager’s performance under this Agreement. Such evaluation may include assessing Construction Manager’s compliance with all Agreement terms and performance standards. Any deficiencies in the Construction Manager’s performance that the Judicial Council reasonably determines are severe or continuing and compromises the quality of Construction Manager’s Work if not corrected, will be reported to the Construction Manager’s principal. The report may include recommended improvements and corrective measures to be taken by the Construction Manager. If the Construction Manager’s performance remains unsatisfactory as determined by the Judicial Council, in its sole discretion, the Judicial Council may, without limitation, terminate this Agreement for cause or impose other penalties as specified in this Agreement. Any evaluation of Construction Manager’s performance conducted by the Judicial Council shall not be construed as an Acceptance of the Construction Manager’s work product or methods of performance. Construction Manager shall be solely responsible for the quality, completeness, and accuracy of the work product that Construction Manager and its Subconsultants deliver under this Agreement. Construction Manager shall not rely on Judicial Council to perform any quality control review of Construction Manager’s work product, as such review shall be conducted by Construction Manager.

Work Authorization. By entering into this Agreement, the Judicial Council only authorizes the Construction Manager 2.1 Consultant shall submit to begin its Work on the Phase indicated on the Coversheet of the Agreement. The Judicial Council has the sole and unilateral right Drainage District an individually numbered written 10/15/2020 Original (E) sent to authorize additional Phases, however, those authorizations will be made in the form of an Amendment to this Agreement, authorizing the appropriate Phase and funding specified herein, which must be executed by the Construction Manager and the Judicial Council. Work for additional Phases added to the Agreement after the Parties execute an Amendment will be authorized by the Director’s, or the Director’s designee’s, issuance of a Notice(s) to Proceed. Construction Manager is not authorized to begin any Work or Services identified as NYA. FEE AND METHOD OF PAYMENT Judicial Council will pay Construction Manager the Fee for all Services contracted for under this Agreement pursuant to the provisions herein and in Exhibit E. Compensation for any Extra Services will become part of the Fee upon the Judicial Council’s written authorization of those Extra Services. The Construction Manager’s Fee includes, without limitation, all costs for overhead; personnel; administration; profit; travel; offices; per diem expenses; and all deliverables, printing, and shipping, under the Agreement. PAYMENT FOR EXTRA SERVICES Extra Services are those services, deliverables, and Reimbursables identified in Exhibit B. Any charges for Extra Services will be paid by the Judicial Council as described in Exhibit B and Exhibit C only upon certification that the claimed Extra Services were authorized in writing in advance by the Project Manager, an Amendment was executed for the Extra Services, and that the authorized Extra Services have been satisfactorily completed. If any Extra Service is performed by Construction Manager without prior written authorization by the Judicial Council or the Judicial Council’s authorized representative, the Judicial Council will not be obligated to pay for that service. A written proposal describing the scope of the Extra Services and listing the personnel, labor duration, rates, and cost(s) shall be submitted by the Construction Manager to the Project Manager for approval. Upon approval, and before proceeding with the performance of any Extra Services, the Parties shall execute an Amendment to the Agreement, unless otherwise directed in writing by the Judicial Council. The Parties acknowledge that the rates for Extra Services will be good for three years and updated every two years thereafter based on Bureau of Labor Statistics CPI for Urban Wage Earners and Clerical Workers (CPI-W). STANDARD OF CARE Construction Manager, its officers, agents, employees, subcontractors, subconsultants and any persons or entities for whom Construction Manager is responsible, must provide all Services pursuant to this Agreement in accordance with the requirements of this Agreement and in a manner consistent with the standard of care under California law applicable to those who specialize in providing the same services for projects of the type, scope, and complexity of the Project. The Judicial Council’s review, approval of, or payment for any of the Services required under this Agreement must not be construed as assent that Construction Manager has complied, nor in any way relieve the Construction Manager of compliance, with (i) the applicable standard of care and/or (ii) applicable statutes, regulations, rules, guidelines, and requirements governing Construction Manager’s Services. Construction Manager shall provide Services that comply with all applicable requirements of federal, state, and local law including, without limitation, the following statutes, regulations, and standards: California Code of Regulations, Title 24, California Building Standards Code, including all amendments thereto. California Trial Court Facilities Standards. California Code of Regulations, Title 19, Regulations of the State Fire ▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, Purchasing dept. Work Authorization in the form (attached hereto as Exhibit C) containing a period of performance with a beginning and all pertinent local fire safety codesend date, rulesa full description of the work to be performed, regulationsa work schedule with milestones, or ordinancesa cost not to exceed amount, and a Work Authorization budget. Americans with Disabilities ActDrainage District and Consultant shall negotiate in good faith the terms and conditions of each such Work Authorization. U. S. Copyright ActConsultant shall use its reasonable efforts to perform the Projects in accordance to the schedules and milestones set forth in each Work Authorization. Notwithstanding subsequent approvals by Consultant shall promptly notify Drainage District of any Authority Having Jurisdiction, Construction Manager’s failure to comply with these requirements event that will affect completion of the Work Authorization. The Projects shall be considered performed in accordance with established policies and procedures of Consultant and System. 2.2 Refusal of Consultant to accept a material breach Work Authorization shall be grounds for termination of this Agreement by Drainage District. 2.3 Consultant shall not provide any Services under this Agreement until authorized by Drainage District in a fully executed Work Authorization. Any Services provided by Consultant or any costs incurred by Consultant before issuance of a Work Authorization or after the expiration of a Work Authorization shall be ineligible for payment or reimbursement. 2.4 Work Authorizations are issued at the discretion of the Drainage District. While it is Drainage District’s intent to issue Work Authorizations hereunder, Consultant shall have no cause of action conditioned upon the lack or number of Work Authorizations issued. 2.5 Each Work Authorization shall be signed by the parties and shall become a part of this Agreement. The Construction Manager is responsible for all costs, including, without limitation, direct, indirect, and/or consequential cost impacts, No Work Authorizations will waive Drainage District or Consultant’s responsibilities and obligations established in any way related to Construction Manager’s failure to timely and diligently perform the Services, Without in any way limiting Construction Manager’s responsibility for all such costs, such impacts shall include costs related to improperly coordinating with an Authority Having Jurisdiction, costs arising from delayed or improper review and processing of submittals, payment applications, change order requests, contingency and allowance use requests, schedule reviews, requests for time extensions, and any other Service under this Agreement. 2.6 Drainage District shall not be responsible for actions by Consultant or any costs incurred by Consultant prior to the execution of the Work Authorization. Consultant shall allow adequate time for review and approval of any Supplemental Work Authorization by Drainage District prior to expiration of the Work Authorization. 2.7 Under no circumstances shall a Work Authorization be allowed to extend beyond this Agreement’s expiration date as detailed in Section 6, unless an appropriate contract extension has been approved by the Drainage District and set forth in writing. 2.8 Upon satisfactory completion of the Work Authorization as determined by Drainage District, Consultant shall submit the deliverables as specified in the executed Work Authorization to Drainage District for review and acceptance.

Work Authorization. By entering into After execution of this Agreement, the Judicial Council Engineer shall proceed with the work outlined under Article 2 hereof, only authorizes as authorized by the Construction Manager to begin its Owner through an agreed Work on the Phase indicated on the Coversheet of the Agreement. The Judicial Council has the sole and unilateral right to authorize additional Phases, however, those authorizations will be made Authorization document in the form of an Amendment to this Agreement, authorizing the appropriate Phase and funding specified herein, which must be executed by the Construction Manager and the Judicial Council. Work for additional Phases added to the Agreement after the Parties execute an Amendment will be authorized by the Director’s, or the Director’s designee’s, issuance of a Notice(s) to Proceed. Construction Manager is not authorized to begin any Work or Services identified as NYA. FEE AND METHOD OF PAYMENT Judicial Council will pay Construction Manager the Fee for all Services contracted for under this Agreement pursuant to the provisions herein and in Exhibit E. Compensation for any Extra Services will become part of the Fee upon the Judicial Council’s written authorization of those Extra Services. The Construction Manager’s Fee includes, without limitation, all costs for overhead; personnel; administration; profit; travel; offices; per diem expenses; and all deliverables, printing, and shipping, under the Agreement. PAYMENT FOR EXTRA SERVICES Extra Services are those services, deliverables, and Reimbursables identified in Exhibit B. Any charges for Extra Services will be paid by the Judicial Council as described in Exhibit B EXHIBIT “E”- Work Authorization Form, attached hereto and Exhibit C only upon certification that the claimed Extra Services were authorized in writing in advance by the Project Manager, an Amendment was executed for the Extra Services, and that the authorized Extra Services have been satisfactorily completed. If any Extra Service is performed by Construction Manager without prior written authorization by the Judicial Council or the Judicial Council’s authorized representative, the Judicial Council will not be obligated to pay for that service. A written proposal describing the scope of the Extra Services and listing the personnel, labor duration, rates, and cost(s) shall be submitted by the Construction Manager to the Project Manager for approval. Upon approval, and before proceeding with the performance of any Extra Services, the Parties shall execute an Amendment to the Agreement, unless otherwise directed in writing by the Judicial Council. The Parties acknowledge that the rates for Extra Services will be good for three years and updated every two years thereafter based on Bureau of Labor Statistics CPI for Urban Wage Earners and Clerical Workers (CPI-W). STANDARD OF CARE Construction Manager, its officers, agents, employees, subcontractors, subconsultants and any persons or entities for whom Construction Manager is responsible, must provide all Services pursuant to this Agreement in accordance with the requirements of this Agreement and in made a manner consistent with the standard of care under California law applicable to those who specialize in providing the same services for projects of the type, scope, and complexity of the Project. The Judicial Council’s review, approval of, or payment for any of the Services required under this Agreement must not be construed as assent that Construction Manager has complied, nor in any way relieve the Construction Manager of compliance, with (i) the applicable standard of care and/or (ii) applicable statutes, regulations, rules, guidelines, and requirements governing Construction Manager’s Services. Construction Manager shall provide Services that comply with all applicable requirements of federal, state, and local law including, without limitation, the following statutes, regulations, and standards: California Code of Regulations, Title 24, California Building Standards Code, including all amendments thereto. California Trial Court Facilities Standards. California Code of Regulations, Title 19, Regulations of the State Fire ▇▇▇▇▇▇▇▇, and all pertinent local fire safety codes, rules, regulations, or ordinances. Americans with Disabilities Act. U. S. Copyright Act. Notwithstanding subsequent approvals by any Authority Having Jurisdiction, Construction Manager’s failure to comply with these requirements shall be considered a material breach part of this Agreement. The Construction Manager is responsible Engineer will identify, as approved by the Owner, the needed services for all coststhe Project, includingas required through the course of the development to the Project. The Owner shall authorize the Engineer to perform one or more of the agreed tasks identified in EXHIBIT “B”, without limitation, direct, indirect, and/or consequential cost impactsattached hereto, in any way related the form of individual work authorizations. Upon authorization from the Owner, the Engineer will prepare a Work Authorization document, which will include a description of the work to Construction Managerbe performed, including a description of the tasks and milestones, a work schedule, and an estimated cost proposal agreed upon by the Owner and the Engineer. The estimated cost proposal shall set forth in detail the computation of the cost of each work task, at the hourly rates established and identified in EXHIBIT “D”, attached hereto. The Work Authorizations shall not waive the Owner’s failure and the Engineer’s responsibilities and obligations established in this Agreement. The estimated cost proposal for each Work Authorization, developed by the Engineer and approved by the Owner shall be used by the Owner to timely and diligently perform appropriate a purchase order for the ServicesWork Authorization. Each executed Work Authorization shall become a part of this Agreement. Upon satisfactory completion of the Work Authorization, Without the Engineer shall submit the Project’s deliverables as specified in any way limiting Construction Manager’s responsibility the executed Work Authorization to the Owner for all such costs, such impacts shall include costs related to improperly coordinating with an Authority Having Jurisdiction, costs arising from delayed or improper review and processing acceptance. Work included in a Work Authorization shall not begin until the Owner and the Engineer have signed the Work Authorization. All work must be completed on or before the completion date specified in the Work Authorization unless extended by written agreement by the Engineer and the Owner. The Engineer shall promptly notify the Owner of submittalsany event that will affect completion of the Work Authorization. All Work Authorizations must be executed and completed by both the Engineer and the Owner within the period established for this Agreement as specified in Article 3 hereof. The final acceptance by the Owner of each Work Authorization for the Project shall serve as evidence of completion, payment applicationson the part of the Engineer, change order requests, contingency and allowance use requests, schedule reviews, requests for time extensions, and any other Service of all services under this AgreementAgreement insofar as they pertain to that portion of work on the Project identified in the applicable work authorization.

Work Authorization. By entering into After execution of this Agreement, the Judicial Council Engineer shall proceed with the work outlined under Article 2 hereof, only authorizes as authorized by the Construction Manager to begin its Owner through an agreed Work on the Phase indicated on the Coversheet of the Agreement. The Judicial Council has the sole and unilateral right to authorize additional Phases, however, those authorizations will be made Authorization document in the form of an Amendment to this Agreement, authorizing the appropriate Phase and funding specified herein, which must be executed by the Construction Manager and the Judicial Council. Work for additional Phases added to the Agreement after the Parties execute an Amendment will be authorized by the Director’s, or the Director’s designee’s, issuance of a Notice(s) to Proceed. Construction Manager is not authorized to begin any Work or Services identified as NYA. FEE AND METHOD OF PAYMENT Judicial Council will pay Construction Manager the Fee for all Services contracted for under this Agreement pursuant to the provisions herein and in Exhibit E. Compensation for any Extra Services will become part of the Fee upon the Judicial Council’s written authorization of those Extra Services. The Construction Manager’s Fee includes, without limitation, all costs for overhead; personnel; administration; profit; travel; offices; per diem expenses; and all deliverables, printing, and shipping, under the Agreement. PAYMENT FOR EXTRA SERVICES Extra Services are those services, deliverables, and Reimbursables identified in Exhibit B. Any charges for Extra Services will be paid by the Judicial Council as described in Exhibit B EXHIBIT “E”- Work Authorization Form, attached hereto and Exhibit C only upon certification that the claimed Extra Services were authorized in writing in advance by the Project Manager, an Amendment was executed for the Extra Services, and that the authorized Extra Services have been satisfactorily completed. If any Extra Service is performed by Construction Manager without prior written authorization by the Judicial Council or the Judicial Council’s authorized representative, the Judicial Council will not be obligated to pay for that service. A written proposal describing the scope of the Extra Services and listing the personnel, labor duration, rates, and cost(s) shall be submitted by the Construction Manager to the Project Manager for approval. Upon approval, and before proceeding with the performance of any Extra Services, the Parties shall execute an Amendment to the Agreement, unless otherwise directed in writing by the Judicial Council. The Parties acknowledge that the rates for Extra Services will be good for three years and updated every two years thereafter based on Bureau of Labor Statistics CPI for Urban Wage Earners and Clerical Workers (CPI-W). STANDARD OF CARE Construction Manager, its officers, agents, employees, subcontractors, subconsultants and any persons or entities for whom Construction Manager is responsible, must provide all Services pursuant to this Agreement in accordance with the requirements of this Agreement and in made a manner consistent with the standard of care under California law applicable to those who specialize in providing the same services for projects of the type, scope, and complexity of the Project. The Judicial Council’s review, approval of, or payment for any of the Services required under this Agreement must not be construed as assent that Construction Manager has complied, nor in any way relieve the Construction Manager of compliance, with (i) the applicable standard of care and/or (ii) applicable statutes, regulations, rules, guidelines, and requirements governing Construction Manager’s Services. Construction Manager shall provide Services that comply with all applicable requirements of federal, state, and local law including, without limitation, the following statutes, regulations, and standards: California Code of Regulations, Title 24, California Building Standards Code, including all amendments thereto. California Trial Court Facilities Standards. California Code of Regulations, Title 19, Regulations of the State Fire ▇▇▇▇▇▇▇▇, and all pertinent local fire safety codes, rules, regulations, or ordinances. Americans with Disabilities Act. U. S. Copyright Act. Notwithstanding subsequent approvals by any Authority Having Jurisdiction, Construction Manager’s failure to comply with these requirements shall be considered a material breach part of this Agreement. The Construction Manager is responsible Engineer will identify, as approved by the Owner, the needed services for all coststhe Project, includingas required through the course of the development to the Project. The Owner shall authorize the Engineer to perform one or more of the agreed tasks identified in EXHIBIT “B”, without limitation, direct, indirect, and/or consequential cost impactsattached hereto, in any way related the form of individual work authorizations. Upon authorization from the Owner, the Engineer will prepare a Work Authorization document, which will include a description of the work to Construction Managerbe performed, including a description of the tasks and milestones, a work schedule, and an estimated cost proposal agreed upon by the Owner and the Engineer. The estimated cost proposal shall set forth in detail the computation of the cost of each work task, at the hourly rates established and identified in EXHIBIT “D”, attached hereto. The Work Authorizations shall not waive the Owner’s failure and the Engineer’s responsibilities and obligations established in this Agreement. The estimated cost proposal for each Work Authorization, developed by the Engineer and approved by the Owner shall be used by the Owner to timely and diligently perform appropriate a purchase order for the ServicesWork Authorization. Each executed Work Authorization shall become a part of this Agreement. Upon satisfactory completion of the Work Authorization, Without the Engineer shall submit the Project’s deliverables as specified in any way limiting Construction Manager’s responsibility the executed Work Authorization to the Owner for all such costs, such impacts shall include costs related to improperly coordinating with an Authority Having Jurisdiction, costs arising from delayed or improper review and processing acceptance. Work included in a Work Authorization shall not begin until the Owner and the Engineer have signed the Work Authorization. All work must be completed on or before the completion date specified in the Work Authorization, unless extended by written agreement by the Engineer and the Owner. The Engineer shall promptly notify the Owner of submittals, payment applications, change order requests, contingency any event that will affect completion of the Work Authorization. All Work Authorizations must be executed and allowance use requests, schedule reviews, requests completed by both the Engineer and the Owner within the period established for time extensions, and any other Service under this AgreementAgreement as specified in Article 3 hereof.

Work Authorization. By entering into After execution of this Agreement, the Judicial Council only authorizes the Construction Manager to begin its shall proceed with the work outlined under Article 2 hereof, only as authorized by the Owner through an agreed Work on the Phase indicated on the Coversheet of the Agreement. The Judicial Council has the sole and unilateral right to authorize additional Phases, however, those authorizations will be made Authorization document in the form of an Amendment to this Agreement, authorizing the appropriate Phase and funding specified herein, which must be executed by the Construction Manager and the Judicial Council. Work for additional Phases added to the Agreement after the Parties execute an Amendment will be authorized by the Director’s, or the Director’s designee’s, issuance of a Notice(s) to Proceed. Construction Manager is not authorized to begin any Work or Services identified as NYA. FEE AND METHOD OF PAYMENT Judicial Council will pay Construction Manager the Fee for all Services contracted for under this Agreement pursuant to the provisions herein and in Exhibit E. Compensation for any Extra Services will become part of the Fee upon the Judicial Council’s written authorization of those Extra Services. The Construction Manager’s Fee includes, without limitation, all costs for overhead; personnel; administration; profit; travel; offices; per diem expenses; and all deliverables, printing, and shipping, under the Agreement. PAYMENT FOR EXTRA SERVICES Extra Services are those services, deliverables, and Reimbursables identified in Exhibit B. Any charges for Extra Services will be paid by the Judicial Council as described in Exhibit B EXHIBIT “E”- Work Authorization Form, attached hereto and Exhibit C only upon certification that the claimed Extra Services were authorized in writing in advance by the Project Manager, an Amendment was executed for the Extra Services, and that the authorized Extra Services have been satisfactorily completed. If any Extra Service is performed by Construction Manager without prior written authorization by the Judicial Council or the Judicial Council’s authorized representative, the Judicial Council will not be obligated to pay for that service. A written proposal describing the scope of the Extra Services and listing the personnel, labor duration, rates, and cost(s) shall be submitted by the Construction Manager to the Project Manager for approval. Upon approval, and before proceeding with the performance of any Extra Services, the Parties shall execute an Amendment to the Agreement, unless otherwise directed in writing by the Judicial Council. The Parties acknowledge that the rates for Extra Services will be good for three years and updated every two years thereafter based on Bureau of Labor Statistics CPI for Urban Wage Earners and Clerical Workers (CPI-W). STANDARD OF CARE Construction Manager, its officers, agents, employees, subcontractors, subconsultants and any persons or entities for whom Construction Manager is responsible, must provide all Services pursuant to this Agreement in accordance with the requirements of this Agreement and in made a manner consistent with the standard of care under California law applicable to those who specialize in providing the same services for projects of the type, scope, and complexity of the Project. The Judicial Council’s review, approval of, or payment for any of the Services required under this Agreement must not be construed as assent that Construction Manager has complied, nor in any way relieve the Construction Manager of compliance, with (i) the applicable standard of care and/or (ii) applicable statutes, regulations, rules, guidelines, and requirements governing Construction Manager’s Services. Construction Manager shall provide Services that comply with all applicable requirements of federal, state, and local law including, without limitation, the following statutes, regulations, and standards: California Code of Regulations, Title 24, California Building Standards Code, including all amendments thereto. California Trial Court Facilities Standards. California Code of Regulations, Title 19, Regulations of the State Fire ▇▇▇▇▇▇▇▇, and all pertinent local fire safety codes, rules, regulations, or ordinances. Americans with Disabilities Act. U. S. Copyright Act. Notwithstanding subsequent approvals by any Authority Having Jurisdiction, Construction Manager’s failure to comply with these requirements shall be considered a material breach part of this Agreement. The Construction Manager is responsible will identify, as approved by the Owner, the needed services for all coststhe Project, includingas required through the course of the development to the Project. The Owner shall authorize the Construction Manager to perform one or more of the agreed tasks identified in EXHIBIT “B”, without limitation, direct, indirect, and/or consequential cost impactsattached hereto, in any way related the form of individual work authorizations. Upon authorization from the Owner, the Construction Manager will prepare a Work Authorization document, which will include a description of the work to be performed, including a description of the tasks and milestones, a work schedule, and an estimated cost proposal agreed upon by the Owner and the Construction Manager. The estimated cost proposal shall set forth in detail the computation of the cost of each work task, at the hourly rates established and identified in EXHIBIT “D”, attached hereto. The Work Authorizations shall not waive the Owner’s and the Construction Manager’s failure responsibilities and obligations established in this Agreement. Notwithstanding the foregoing and anything else to timely and diligently perform the Servicescontrary contained herein, Without in any way limiting Construction Manager’s responsibility for the parties acknowledge that all such costsof the services on Exhibit “B” are included on the 1st Work Authorization, such impacts shall include costs related which is expected to improperly coordinating with an Authority Having Jurisdiction, costs arising from delayed or improper review and processing of submittals, payment applications, change order requests, contingency and allowance use requests, schedule reviews, requests for time extensions, and any other Service be the only Work Authorization under this Agreement. Each executed Work Authorization shall become a part of this Agreement. Upon satisfactory completion of the Work Authorization, the Construction Manager shall submit the Project’s deliverables as specified in the executed Work Authorization to the Owner for review and acceptance. Work included in a Work Authorization shall not begin until the Owner and the Construction Manager have signed the Work Authorization. All work must be completed on or before the completion date specified in the Work Authorization, unless extended by written agreement by the Construction Manager and the Owner. The Construction Manager shall promptly notify the Owner of any event that will affect completion of the Work Authorization. All Work Authorizations must be executed and completed by both the Construction Manager and the Owner within the period established for this Agreement as specified in Article 3 hereof. The final acceptance by the Owner of each Work Authorization for the Project shall serve as evidence of completion, on the part of the Construction Manager, of all services under this Agreement insofar as they pertain to that portion of work on the Project identified in the applicable work authorization.