CONSTRUCTION SERVICES AGREEMENT

(Private Works of Improvement — State of California)

TABLE OF CONTENTS

1. Parties and Recitals
2. Definitions
3. CSLB License Verification and Contractor Qualifications
4. Scope of Work, Plans, and Specifications
5. Contract Price and Payment Structure
6. Progress Payments and Prompt Payment Act Compliance
7. Retention
8. Mechanics Lien Provisions and Preliminary Notice
9. Change Order Procedures
10. Project Timeline, Delays, and Liquidated Damages
11. Permits, Codes, and Regulatory Compliance
12. Insurance Requirements
13. Surety Bonds
14. Indemnification
15. Warranty Provisions
16. Substantial Completion and Final Completion
17. Punch List Procedures
18. Prevailing Wage Provisions
19. Cal/OSHA Compliance and Jobsite Safety
20. Hazardous Materials and Environmental Provisions
21. Termination
22. Dispute Resolution
23. General Provisions
24. Execution and Acknowledgment
25. Exhibits

ARTICLE 1 — PARTIES AND RECITALS

1.1 Effective Date. This Construction Services Agreement ("Agreement") is made and entered into as of [__/__/____] ("Effective Date").

1.2 Owner. [________________________________] ("Owner"), a [________________________________] (entity type), organized and existing under the laws of the State of [________________________________], with its principal place of business at:

[________________________________]
[________________________________]
[________________________________]

Owner's Contact Person: [________________________________]
Telephone: [________________________________]
Email: [________________________________]

1.3 Contractor. [________________________________] ("Contractor"), a [________________________________] (entity type), organized and existing under the laws of the State of California, with its principal place of business at:

[________________________________]
[________________________________]
[________________________________]

Contractor's Contact Person: [________________________________]
Telephone: [________________________________]
Email: [________________________________]

CSLB License Number: [________________________________]
CSLB License Classification(s): [________________________________]
DIR Registration Number (if applicable): [________________________________]

(Owner and Contractor are each a "Party" and collectively the "Parties.")

1.4 Recitals.

A. Owner is the fee simple owner (or ground lessee) of real property located at [________________________________], County of [________________________________], State of California, further described in Exhibit A (the "Property").

B. Owner desires to engage Contractor to furnish labor, materials, equipment, and services for the construction of [________________________________] (the "Project") on the Property, as more particularly described in the Construction Documents.

C. Contractor represents that it is duly licensed by the Contractors State License Board ("CSLB") under the laws of the State of California, possesses the requisite skill, experience, personnel, and resources to perform the Work, and desires to perform the Work in accordance with this Agreement.

D. The Parties enter into this Agreement in consideration of the mutual covenants, promises, and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged.

NOW, THEREFORE, in consideration of the foregoing and the mutual covenants herein, the Parties agree as follows:

ARTICLE 2 — DEFINITIONS

The following capitalized terms shall have the meanings set forth below. All references to "Sections" or "Articles" refer to Sections or Articles of this Agreement unless otherwise stated.

"Applicable Law" — All federal, state, and local statutes, regulations, ordinances, codes, rules, orders, permits, and judicial or administrative interpretations governing the Work, including without limitation the California Civil Code (particularly §§ 8000-9566), the California Business and Professions Code (particularly §§ 7000-7191), Cal/OSHA regulations, the California Building Standards Code (Title 24), and prevailing wage requirements where applicable.

"Architect/Engineer" — [________________________________], the licensed design professional retained by Owner for the Project.

"Change Order" — A written instrument signed by both Parties authorizing a modification to the Scope of Work, Contract Time, or Contract Price, in accordance with Article 9.

"Construction Documents" — The drawings, plans, specifications, addenda, and other documents listed in Exhibit B, including all approved revisions and Change Orders, collectively defining the Work.

"Contract Price" — The amount payable to Contractor for the full and faithful performance of the Work, as set forth in Article 5, subject to adjustment by Change Orders.

"Contract Time" — The period commencing on the date of the Notice to Proceed and ending upon Substantial Completion, as may be extended in accordance with this Agreement.

"CSLB" — The California Contractors State License Board, the state agency responsible for licensing and regulating contractors pursuant to Bus. & Prof. Code § 7000 et seq.

"Day" — A calendar day, unless expressly stated as a "business day."

"Final Completion" — The date on which: (i) all Work, including all punch list items, is fully completed in strict accordance with the Construction Documents; (ii) all close-out deliverables have been submitted; (iii) all unconditional final lien waivers have been delivered; and (iv) the Architect/Engineer has issued a certificate of Final Completion.

"Force Majeure Event" — Any event beyond a Party's reasonable control, including acts of God, fire, flood, earthquake, epidemic or pandemic, war, terrorism, riot, labor strikes (not involving Contractor's own workforce), governmental action, or material shortages not caused by Contractor's failure to order timely.

"Lien Release Forms" — The statutory conditional and unconditional progress-payment and final-payment waiver and release forms prescribed by Cal. Civ. Code §§ 8132, 8134, 8136, and 8138.

"Notice to Proceed" — Owner's written authorization for Contractor to commence the Work, issued in the form attached as Exhibit C.

"Preliminary Notice" — The notice required by Cal. Civ. Code § 8200 et seq. to preserve mechanics lien, stop payment notice, and payment bond claim rights.

"Project" — The work of improvement on the Property as described in the Construction Documents.

"Punch List" — The list of incomplete or defective items identified at or after Substantial Completion that must be completed or corrected before Final Completion.

"Retainage" — The portion of each progress payment withheld by Owner pursuant to Article 7.

"Schedule of Values" — The detailed breakdown of the Contract Price among the various portions of the Work, as approved by Owner.

"Stop Payment Notice" — A notice given pursuant to Cal. Civ. Code §§ 8500-8560 to enforce a claim for amounts due for work provided.

"Subcontractor" — Any person or entity performing a portion of the Work under a contract with Contractor or another subcontractor, at any tier.

"Substantial Completion" — The stage of progress when the Work (or a designated portion thereof) is sufficiently complete, in accordance with the Construction Documents, so that Owner may occupy or utilize the Project for its intended purpose, as certified by the Architect/Engineer.

"Work" — All labor, materials, equipment, supplies, tools, scaffolding, transportation, supervision, and services required to be performed or furnished by Contractor under this Agreement, as defined by the Construction Documents.

ARTICLE 3 — CSLB LICENSE VERIFICATION AND CONTRACTOR QUALIFICATIONS

3.1 License Representation. Contractor represents and warrants that:

(a) Contractor holds a current, active, and valid California contractor's license issued by the CSLB, License No. [________________________________], Classification(s) [________________________________], and that such license was in effect at all times during the bidding, negotiation, and execution of this Agreement;

(b) Contractor shall maintain such license in good standing throughout the entire duration of the Work, including any warranty period;

(c) All Subcontractors performing work requiring a contractor's license shall hold a current, active, and valid California contractor's license of the appropriate classification;

(d) Contractor's license has not been revoked, suspended, or placed on probation by the CSLB within the past [____] years;

(e) Contractor shall notify Owner in writing within forty-eight (48) hours of any change in the status of its CSLB license or any disciplinary action initiated by the CSLB.

3.2 License Verification. Owner may verify Contractor's license status through the CSLB at any time. Contractor's failure to maintain a valid license at any point during the Work shall constitute a material breach of this Agreement.

3.3 Consequences of Unlicensed Status. The Parties acknowledge that under Cal. Bus. & Prof. Code § 7031:

(a) A contractor who is not duly licensed at all times during performance may not maintain any action to recover compensation for work performed;

(b) A person who utilizes the services of an unlicensed contractor may recover all compensation paid to the unlicensed contractor for performance of work requiring a license.

3.4 Contractor Qualifications. Contractor further represents and warrants that:

(a) Contractor has a minimum of [____] years of experience in projects of similar scope, complexity, and type;

(b) Contractor maintains a contractor's bond in the amount of $25,000 or such greater amount as required by law, filed with the CSLB;

(c) Contractor is registered with the California Department of Industrial Relations ("DIR") if performing work subject to prevailing wage requirements;

(d) Contractor has not been debarred from bidding on or performing public works in California;

(e) Contractor maintains all business licenses and permits required by the local jurisdiction where the Project is located.

ARTICLE 4 — SCOPE OF WORK, PLANS, AND SPECIFICATIONS

4.1 Scope of Work. Contractor shall furnish all labor, materials, equipment, and services necessary to execute and complete the Work described in Exhibit B (Scope of Work and Construction Documents), in strict conformity with the Construction Documents and all Applicable Law.

4.2 Construction Documents. The Work shall be performed in accordance with the following Construction Documents, which are incorporated herein by reference:

☐ Architectural drawings dated [__/__/____], prepared by [________________________________]
☐ Structural drawings dated [__/__/____], prepared by [________________________________]
☐ Mechanical/Electrical/Plumbing drawings dated [__/__/____], prepared by [________________________________]
☐ Project specifications dated [__/__/____]
☐ Geotechnical report dated [__/__/____], prepared by [________________________________]
☐ Other: [________________________________]

4.3 Performance Standards.

(a) Workmanship. Contractor shall perform the Work in a good, workmanlike, and professional manner consistent with industry best practices, using new materials of first-class quality unless otherwise specified in the Construction Documents.

(b) Supervision. Contractor shall provide competent supervision of the Work at all times. Contractor's designated Project Superintendent shall be [________________________________], who shall be present on the jobsite during all active work periods and shall not be replaced without Owner's prior written consent.

(c) Coordination. Contractor shall coordinate the Work with Owner, Architect/Engineer, separate contractors, and utility companies as necessary.

(d) Material Submittals. Contractor shall submit shop drawings, samples, product data, and other submittals as required by the Construction Documents for review and approval by the Architect/Engineer prior to fabrication or installation.

(e) As-Built Drawings. Contractor shall maintain a current and accurate set of as-built drawings reflecting all deviations from the Construction Documents, to be delivered to Owner at Final Completion.

4.4 Exclusions. The following items are expressly excluded from the Scope of Work unless added by Change Order:

[________________________________]
[________________________________]
[________________________________]

ARTICLE 5 — CONTRACT PRICE AND PAYMENT STRUCTURE

5.1 Contract Price. Owner shall pay Contractor for the full and faithful performance of the Work, subject to adjustments by Change Orders, as follows (select one):

☐ Option A — Fixed Price (Lump Sum). The Contract Price is the fixed sum of $[________________________________] (the "Lump Sum"). The Lump Sum includes all labor, materials, equipment, overhead, profit, taxes, and all other costs necessary to complete the Work.

☐ Option B — Cost-Plus with Guaranteed Maximum Price (GMP). Owner shall pay Contractor the actual Cost of the Work plus a fee of [____]% of the Cost of the Work for Contractor's overhead and profit, provided that the total amount payable shall not exceed the Guaranteed Maximum Price of $[________________________________] (the "GMP"). Savings below the GMP shall be shared as follows: [____]% to Owner and [____]% to Contractor.

☐ Option C — Time and Materials (T&M). Owner shall pay Contractor on a time-and-materials basis at the rates set forth in Exhibit D (Rate Schedule), not to exceed a total of $[________________________________] without prior written approval.

5.2 Schedule of Values. Within [____] days after execution of this Agreement, Contractor shall submit to Owner a detailed Schedule of Values allocating the Contract Price among the various portions of the Work for Owner's review and approval. The Schedule of Values shall serve as the basis for progress payment applications.

5.3 Allowances. The Contract Price includes the following allowances. Contractor shall notify Owner if actual costs are expected to exceed any allowance:

5.4 Taxes. The Contract Price includes all federal, state, and local taxes applicable to the Work, including sales tax on materials. Contractor is solely responsible for the timely payment of all such taxes.

ARTICLE 6 — PROGRESS PAYMENTS AND PROMPT PAYMENT ACT COMPLIANCE

6.1 Payment Applications. On or before the [____] day of each month, Contractor shall submit to Owner a written payment application for Work performed during the preceding billing period. Each application shall include:

(a) A detailed breakdown of Work completed and materials stored, referencing the approved Schedule of Values;

(b) A sworn statement of amounts due to all Subcontractors and material suppliers;

(c) Conditional progress payment lien waivers and releases from Contractor and all Subcontractors and material suppliers for the current billing period, using the statutory form prescribed by Cal. Civ. Code § 8132;

(d) Unconditional progress payment lien waivers and releases from Contractor and all Subcontractors and material suppliers for the prior billing period, using the statutory form prescribed by Cal. Civ. Code § 8134;

(e) Certified payroll records, if the Work is subject to prevailing wage requirements;

(f) Documentation of stored materials, including evidence of insurance and secure storage;

(g) Updated project schedule showing current progress;

(h) Such other documentation as Owner or Owner's lender may reasonably require.

6.2 Owner's Review. Owner shall review each payment application and either approve or provide written objections within [____] days of receipt. If Owner objects to any portion, Owner shall identify the specific items in dispute and the reasons therefor.

6.3 Progress Payment Timing (Prompt Payment Act — Cal. Civ. Code § 8800).

(a) Owner to Contractor. Except as otherwise agreed in writing, Owner shall pay Contractor the approved amount of each progress payment within thirty (30) days after Contractor gives notice demanding payment pursuant to this Agreement, as required by Cal. Civ. Code § 8800.

(b) Good Faith Dispute. If a good faith dispute exists between Owner and Contractor as to a progress payment, Owner may withhold from the progress payment an amount not in excess of one hundred fifty percent (150%) of the estimated value of the disputed amount. Owner shall pay the undisputed balance within the thirty (30) day period.

(c) Penalty for Wrongful Withholding. An Owner who wrongfully withholds a progress payment is liable to Contractor for a penalty of two percent (2%) per month on the amount wrongfully withheld, in place of any interest otherwise due, plus reasonable attorneys' fees and costs in any action for collection, as provided by Cal. Civ. Code § 8800.

6.4 Contractor to Subcontractor Payments (Cal. Civ. Code § 8802).

(a) Contractor shall pay each Subcontractor within seven (7) days after receipt of each progress payment from Owner, or within the time period required by the subcontract, whichever is shorter, the amount to which each Subcontractor is entitled.

(b) A Contractor who wrongfully withholds payment to a Subcontractor is liable for a penalty of two percent (2%) per month on the amount wrongfully withheld, in place of any interest otherwise due, as provided by Cal. Civ. Code § 8802.

(c) If a good faith dispute exists between Contractor and a Subcontractor, Contractor may withhold an amount not in excess of one hundred fifty percent (150%) of the disputed amount and shall promptly pay the undisputed balance.

6.5 Payment Not Acceptance. Neither progress payments nor final payment shall constitute acceptance of defective Work, waiver of any of Owner's rights or claims, or waiver of Owner's right to require fulfillment of all terms of this Agreement.

6.6 Right to Withhold. In addition to Retainage under Article 7, Owner may withhold payment or backcharge Contractor for:

(a) Defective Work not remedied;
(b) Claims or liens filed or reasonably expected to be filed;
(c) Failure of Contractor to make timely payments to Subcontractors or material suppliers;
(d) Damage to Owner or separate contractors caused by Contractor;
(e) Evidence that the Work cannot be completed for the unpaid balance of the Contract Price;
(f) Contractor's failure to maintain required insurance or bonds;
(g) Contractor's failure to provide lien waivers as required.

ARTICLE 7 — RETENTION

7.1 Retention Amount. Owner shall withhold Retainage in the amount of five percent (5%) of each progress payment, which is the maximum amount permitted under Cal. Civ. Code § 8814.

7.2 Retention Reduction. Owner may, in its sole discretion, reduce the Retainage rate to [____]% after the Work is [____]% complete, provided Contractor is performing satisfactorily and no claims or liens are pending.

7.3 Retention Release — Owner to Contractor (Cal. Civ. Code §§ 8810-8812).

(a) Owner shall pay the Retainage to Contractor within forty-five (45) days after the later of: (i) completion of the Work; or (ii) the date Contractor submits all required final close-out documents, unconditional final lien waivers, and releases.

(b) If a good faith dispute exists between Owner and Contractor as to the Retainage, Owner may withhold an amount not in excess of one hundred fifty percent (150%) of the estimated value of the disputed amount, and shall pay the balance of the Retainage within the forty-five (45) day period.

(c) Penalty. An Owner who wrongfully withholds Retainage is liable for a penalty of two percent (2%) per month on the amount wrongfully withheld, in place of any interest otherwise due, pursuant to Cal. Civ. Code § 8818.

7.4 Retention Release — Contractor to Subcontractors (Cal. Civ. Code § 8814).

(a) If Contractor has withheld Retainage from a Subcontractor, Contractor shall, within ten (10) days after receiving all or part of a Retainage payment from Owner, pay each Subcontractor from whom Retainage has been withheld that Subcontractor's share of the payment.

(b) If a Retainage payment received by Contractor is specifically designated for a particular Subcontractor, Contractor shall pay the designated Retainage to that Subcontractor, consistent with the terms of the subcontract.

(c) Contractor may withhold from the Retainage due to a Subcontractor an amount not in excess of one hundred fifty percent (150%) of the estimated value of any disputed amount, provided a good faith dispute exists that is directly relevant to the specific payment.

(d) Penalty. A Contractor who wrongfully withholds Retainage from a Subcontractor is liable for a penalty of two percent (2%) per month on the amount wrongfully withheld, pursuant to Cal. Civ. Code § 8814.

7.5 Substitution of Securities. In lieu of Retainage, Contractor may, at Contractor's option and expense, deposit with Owner securities of equivalent value as permitted under Cal. Pub. Cont. Code § 22300 (if applicable) or as otherwise agreed in writing by the Parties.

ARTICLE 8 — MECHANICS LIEN PROVISIONS AND PRELIMINARY NOTICE

8.1 Preliminary Notice (Cal. Civ. Code §§ 8200-8216).

(a) Any person providing work on the Project who is required to serve a Preliminary Notice shall serve such notice within twenty (20) days of first furnishing labor, services, equipment, or materials to the Project, in accordance with Cal. Civ. Code § 8204.

(b) Contractor shall serve its Preliminary Notice on Owner, the construction lender (if any), and the reputed construction lender (if different), as required by law. However, a claimant with a direct contractual relationship with the Owner is required to give preliminary notice only to the construction lender or reputed construction lender, if any.

(c) Contractor shall require all Subcontractors and material suppliers to serve timely Preliminary Notices and shall provide Contractor and Owner with copies of the same.

(d) Late Preliminary Notice. The Parties acknowledge that a claimant who serves a late Preliminary Notice is entitled to assert lien, stop payment notice, and bond claim rights only for work provided within twenty (20) days prior to service of the notice and at any time thereafter, as provided by Cal. Civ. Code § 8204(a).

8.2 Mechanics Lien Rights (Cal. Civ. Code §§ 8400-8494).

(a) Contractor acknowledges that a mechanics lien may be recorded within ninety (90) days after completion of the entire work of improvement, unless a notice of completion or notice of cessation is recorded by Owner, in which case a direct contractor must record within sixty (60) days and a Subcontractor within thirty (30) days after such recording.

(b) Contractor shall use best efforts to prevent the recording of any mechanics lien against the Property arising from the Work. Contractor shall indemnify, defend, and hold Owner harmless from and against any mechanics lien filed by any Subcontractor or material supplier for amounts that have been paid to Contractor.

(c) If any mechanics lien is recorded against the Property by a Subcontractor or material supplier, Contractor shall cause such lien to be released, removed, or bonded within fifteen (15) days of Owner's written notice.

8.3 Lien Waivers and Releases.

(a) As a condition precedent to each progress payment, Contractor shall furnish:
- A conditional progress payment waiver and release on the statutory form (Cal. Civ. Code § 8132) from Contractor and all Subcontractors and material suppliers for the current billing period; and
- An unconditional progress payment waiver and release on the statutory form (Cal. Civ. Code § 8134) from Contractor and all Subcontractors and material suppliers for the prior billing period.

(b) As a condition precedent to final payment, Contractor shall furnish unconditional final payment waivers and releases on the statutory form (Cal. Civ. Code § 8138) from Contractor and all Subcontractors and material suppliers.

(c) Only the statutory waiver and release forms prescribed by Cal. Civ. Code §§ 8132, 8134, 8136, and 8138 shall be used. Any modification to the statutory forms shall be void and unenforceable.

8.4 Stop Payment Notices (Cal. Civ. Code §§ 8500-8560).

(a) If Owner receives a bonded or unbonded stop payment notice, Owner may withhold sufficient funds to satisfy the claim until the stop payment notice is released, removed, or bonded.

(b) Contractor shall promptly notify Owner of any stop payment notice received by Contractor from a Subcontractor or material supplier.

(c) Contractor shall indemnify Owner for any costs, expenses, or damages incurred by Owner as a result of a stop payment notice arising from Contractor's failure to pay amounts due to Subcontractors or material suppliers.

8.5 Notice of Completion. Owner may record a Notice of Completion within fifteen (15) days after the date of completion of the Work, as defined by Cal. Civ. Code § 8180. Contractor shall cooperate with Owner in establishing the date of completion and executing any documentation reasonably required for the recording of such notice.

ARTICLE 9 — CHANGE ORDER PROCEDURES

9.1 Owner-Directed Changes. Owner may, without invalidating this Agreement, direct additions, deletions, or revisions to the Work by issuing a written Change Order. No change to the Work shall be performed without a written Change Order executed by both Parties, except in an emergency endangering life or property.

9.2 Contractor-Proposed Changes. If Contractor encounters conditions or circumstances that it believes require a change to the Scope of Work, Contract Price, or Contract Time, Contractor shall promptly notify Owner in writing. No adjustment shall be made without a duly executed Change Order.

9.3 Change Order Pricing. The adjustment to the Contract Price for a Change Order shall be computed on one of the following bases, as selected by Owner:

(a) Lump Sum. A mutually agreed-upon fixed amount;

(b) Unit Prices. The unit prices set forth in Exhibit D (if applicable), or as mutually agreed;

(c) Cost of the Work Plus Fee. The actual cost of labor, materials, and equipment, plus a markup of [____]% for overhead and [____]% for profit. Contractor shall substantiate all costs with detailed documentation.

9.4 Contractor's Markup on Subcontractor Change Orders. Contractor's markup on change order work performed by Subcontractors shall not exceed [____]% for overhead and profit.

9.5 Time Claims. Any claim by Contractor for an extension of Contract Time resulting from a Change Order or other event must be submitted in writing within seven (7) calendar days after the occurrence of the event giving rise to the claim. Failure to submit a timely written claim shall constitute a waiver of the claim.

9.6 Minor Changes. The Architect/Engineer may authorize minor changes in the Work that do not affect the Contract Price or Contract Time and that are consistent with the intent of the Construction Documents.

9.7 Disputed Change Orders. If the Parties cannot agree on the scope, price, or time impact of a proposed Change Order, Contractor shall proceed with the Work as directed by Owner under protest, and the dispute shall be resolved in accordance with Article 22.

ARTICLE 10 — PROJECT TIMELINE, DELAYS, AND LIQUIDATED DAMAGES

10.1 Commencement. Contractor shall commence the Work within [____] days after issuance of the Notice to Proceed.

10.2 Substantial Completion. Contractor shall achieve Substantial Completion on or before [__/__/____] (the "Scheduled Completion Date"), subject only to extensions granted by Change Order or as provided herein.

10.3 Final Completion. Contractor shall achieve Final Completion within [____] days after the date of Substantial Completion.

10.4 Project Schedule. Within [____] days after execution of this Agreement, Contractor shall prepare and submit for Owner's approval a detailed construction schedule identifying all major activities, milestones, and the critical path. Contractor shall update the schedule monthly and promptly notify Owner of any deviations.

10.5 Delay Notification. Contractor shall provide written notice to Owner within three (3) business days of any event or condition that may materially delay the Work. Such notice shall describe the nature and expected duration of the delay and the measures Contractor proposes to mitigate it.

10.6 Excusable Delays. The Contract Time shall be extended for delays caused by:

(a) Force Majeure Events, as defined in Article 2;
(b) Owner-caused delays, including failure to provide timely access, approvals, or information;
(c) Changes directed by Owner;
(d) Concealed or unknown conditions materially differing from those indicated in the Construction Documents;
(e) Unusually severe weather, as documented by verifiable records.

10.7 Liquidated Damages. If Contractor fails to achieve Substantial Completion by the Scheduled Completion Date (as extended by approved Change Orders), Contractor shall pay Owner liquidated damages in the amount of $[________________________________] per calendar day of delay. The Parties acknowledge that actual damages from delay would be difficult to ascertain, and that the liquidated damages amount represents a reasonable estimate of such damages and is not a penalty.

10.8 Early Completion Bonus. [OPTIONAL]

☐ Not Applicable.
☐ If Contractor achieves Substantial Completion on or before [__/__/____], Owner shall pay Contractor a bonus of $[________________________________].

ARTICLE 11 — PERMITS, CODES, AND REGULATORY COMPLIANCE

11.1 Building Permits. Responsibility for obtaining and paying for building permits is assigned as follows (select one):

☐ Contractor shall obtain and pay for all building permits and inspections required for the Work.
☐ Owner shall obtain and pay for the building permit. Contractor shall schedule and coordinate all required inspections.

11.2 Code Compliance. Contractor shall perform the Work in compliance with:

(a) The California Building Standards Code (Title 24, California Code of Regulations), including:
- Part 2 — California Building Code
- Part 2.5 — California Residential Code
- Part 3 — California Electrical Code
- Part 4 — California Mechanical Code
- Part 5 — California Plumbing Code
- Part 6 — California Energy Code
- Part 11 — California Green Building Standards Code (CALGreen)
- Part 12 — California Referenced Standards Code

(b) All applicable local building codes and ordinances of the City/County of [________________________________];

(c) The Americans with Disabilities Act (ADA) and California accessibility requirements (CBC Chapter 11B), as applicable;

(d) All applicable zoning ordinances, setback requirements, and land use regulations;

(e) Fire codes and regulations of the local fire authority having jurisdiction.

11.3 Code Conflicts. If Contractor discovers any conflict between the Construction Documents and Applicable Law, Contractor shall promptly notify Owner and Architect/Engineer in writing and shall not proceed with the affected Work until the conflict is resolved.

11.4 Inspections. Contractor shall schedule and coordinate all required governmental inspections. Contractor shall provide Owner with copies of all inspection reports and correction notices within two (2) business days of receipt.

11.5 Contractor Certifications. Contractor shall obtain and deliver to Owner all certificates of occupancy, final inspection approvals, and other regulatory sign-offs required for the intended use of the Project.

ARTICLE 12 — INSURANCE REQUIREMENTS

12.1 Contractor's Insurance. Contractor shall procure and maintain at its sole cost and expense, from the date of this Agreement through Final Completion (and thereafter as specified), the following minimum insurance coverages:

(a) Commercial General Liability (CGL):
- $[________________________________] per occurrence
- $[________________________________] general aggregate (per project)
- $[________________________________] products and completed operations aggregate
- Including coverage for: premises/operations, products/completed operations (maintained for [____] years after Final Completion), contractual liability, independent contractors, personal and advertising injury, and explosion/collapse/underground (XCU)

(b) Automobile Liability:
- $[________________________________] combined single limit per accident
- Covering owned, hired, and non-owned vehicles

(c) Workers' Compensation and Employer's Liability:
- Workers' Compensation: Statutory limits as required by California law
- Employer's Liability: $[________________________________] per accident / $[________________________________] disease-each employee / $[________________________________] disease-policy limit

(d) Builder's Risk (if Contractor is responsible):
- Completed value form, "all-risk" or "special form" coverage
- Coverage amount: Full replacement value of the Work
- Named insureds: Owner, Contractor, and all Subcontractors

(e) Umbrella/Excess Liability (if required):
- $[________________________________] per occurrence / $[________________________________] aggregate
- Providing excess coverage over CGL, auto, and employer's liability

(f) Professional Liability (if Contractor provides design services):
- $[________________________________] per claim / $[________________________________] aggregate

(g) Pollution Liability (if applicable):
- $[________________________________] per occurrence / $[________________________________] aggregate

12.2 Additional Insured. Owner, Owner's lender(s), Architect/Engineer, and their respective officers, directors, employees, agents, and representatives shall be named as additional insureds on Contractor's CGL and auto liability policies (but not on workers' compensation policies).

12.3 Waiver of Subrogation. All required policies shall include a waiver of subrogation in favor of Owner and the additional insureds.

12.4 Primary and Non-Contributory. Contractor's insurance shall be primary and non-contributory with respect to any insurance or self-insurance maintained by Owner.

12.5 Certificates of Insurance. Contractor shall provide Owner with certificates of insurance and copies of additional insured endorsements prior to commencing Work and upon each policy renewal. Certificates shall provide for not less than thirty (30) days' prior written notice to Owner of cancellation, non-renewal, or material change.

12.6 Subcontractor Insurance. Contractor shall require all Subcontractors to carry insurance meeting the same requirements (with limits appropriate to their scope of work) and to name Owner as an additional insured.

12.7 Owner's Insurance. Owner shall maintain the following insurance (select as applicable):

☐ Builder's risk / course of construction insurance for the full replacement value of the Project
☐ Property insurance on existing structures
☐ Owner's protective liability insurance

ARTICLE 13 — SURETY BONDS

13.1 Performance Bond. (Select one):

☐ Required. Contractor shall furnish a performance bond in an amount equal to one hundred percent (100%) of the Contract Price, issued by a surety licensed and admitted in California with an A.M. Best rating of not less than [____].
☐ Not Required.

13.2 Payment Bond. (Select one):

☐ Required. Contractor shall furnish a payment bond in an amount equal to one hundred percent (100%) of the Contract Price, in accordance with Cal. Civ. Code §§ 8600-8614, issued by a surety licensed and admitted in California.
☐ Not Required.

13.3 Bond Forms. All bonds shall be in the forms attached as Exhibit E, and the surety shall be acceptable to Owner and Owner's lender.

13.4 Bond Costs. The cost of all bonds shall be included in the Contract Price unless otherwise agreed.

ARTICLE 14 — INDEMNIFICATION

14.1 Contractor's Indemnification. To the fullest extent permitted by law, including but not limited to Cal. Civ. Code §§ 2782 and 2782.05, Contractor shall indemnify, defend (with counsel reasonably acceptable to Owner), and hold harmless Owner and its officers, directors, members, managers, employees, agents, consultants, and representatives (collectively, "Owner Indemnitees") from and against any and all claims, demands, suits, actions, judgments, damages, losses, costs, liabilities, penalties, fines, and expenses (including reasonable attorneys' fees and court costs) arising out of, resulting from, or relating to:

(a) Bodily injury, sickness, disease, or death of any person;
(b) Damage to or destruction of real or tangible personal property (other than the Work itself);
(c) Violation of any Applicable Law, regulation, or governmental requirement;
(d) Infringement of any patent, trademark, copyright, or other intellectual property right;
(e) Any breach of this Agreement by Contractor;

to the extent caused in whole or in part by the negligent acts, errors, omissions, willful misconduct, or breach of this Agreement by Contractor, its Subcontractors, material suppliers, or anyone directly or indirectly employed by them or anyone for whose acts they may be liable.

14.2 Limitation — Anti-Indemnity Compliance. Notwithstanding the foregoing:

(a) Contractor's indemnity obligations shall not extend to claims, damages, or losses arising from the sole negligence or willful misconduct of Owner or Owner's agents, as prohibited by Cal. Civ. Code § 2782;

(b) For contracts entered into on or after January 1, 2013, Contractor's indemnity obligations shall not extend to claims arising from the active negligence of Owner, as prohibited by Cal. Civ. Code § 2782.05;

(c) Nothing in this Article shall be construed to impose indemnity obligations on Contractor that are void or unenforceable under California law.

14.3 Owner's Indemnification. Owner shall indemnify, defend, and hold harmless Contractor from and against claims arising from Owner's sole negligence or willful misconduct, or from hazardous materials present on the Property prior to commencement of the Work (except to the extent disturbed or exacerbated by Contractor).

14.4 Limitation of Liability. Except for Contractor's indemnification obligations, claims covered by insurance, and Contractor's obligations to pay Subcontractors and material suppliers, neither Party's cumulative liability to the other for all claims arising under this Agreement shall exceed the Contract Price. Neither Party shall be liable for special, indirect, incidental, consequential, or punitive damages.

14.5 Survival. The indemnification obligations in this Article shall survive completion, termination, and expiration of this Agreement.

ARTICLE 15 — WARRANTY PROVISIONS

15.1 General Warranty. Contractor warrants that:

(a) All Work shall be performed in a good and workmanlike manner in accordance with the Construction Documents and Applicable Law;

(b) All materials and equipment furnished under this Agreement shall be new (unless otherwise specified), of good quality, and free from defects in materials and workmanship;

(c) The Work shall be free from defects in design (to the extent Contractor is responsible for design), materials, and workmanship for a period of [____] year(s) following the date of Substantial Completion (the "Warranty Period");

(d) All Work shall be fit for its intended purpose as described in the Construction Documents.

15.2 Correction of Defective Work.

(a) During the Warranty Period, Contractor shall, at Contractor's sole cost and expense, promptly repair, replace, or correct any defective Work upon written notice from Owner.

(b) Contractor shall commence corrective work within [____] days of receipt of Owner's written notice (or sooner if the defect presents a health, safety, or property damage risk) and shall complete corrective work with reasonable diligence.

(c) The Warranty Period for corrected or replaced Work shall be extended by an additional [____] year(s) from the date of acceptance of the corrected work, but in no event shall the Warranty Period expire earlier than the original Warranty Period.

15.3 Manufacturer's Warranties. Contractor shall obtain and assign to Owner all manufacturer's and supplier's warranties for materials and equipment incorporated into the Work. Such assignment shall not relieve Contractor of its warranty obligations under this Article.

15.4 Exclusions. Contractor's warranty obligations shall not extend to damage caused by:

(a) Ordinary wear and tear;
(b) Abuse, misuse, or neglect by Owner or third parties;
(c) Modifications made by Owner without Contractor's written approval;
(d) Failure of Owner to perform required maintenance in accordance with Contractor's written maintenance instructions.

15.5 Emergency Repairs. If Contractor fails to respond to a warranty claim within [____] days, or in the event of an emergency requiring immediate repair to prevent damage to persons or property, Owner may perform the corrective work and Contractor shall reimburse Owner for all reasonable costs incurred.

15.6 No Limitation on Statutory Rights. The warranties set forth in this Article are in addition to, and not in limitation of, any other warranties or rights available to Owner under California law.

ARTICLE 16 — SUBSTANTIAL COMPLETION AND FINAL COMPLETION

16.1 Notice of Substantial Completion. When Contractor believes the Work (or a designated portion) has achieved Substantial Completion, Contractor shall submit a written notice to Owner and Architect/Engineer, together with:

(a) A comprehensive list of items to be completed or corrected (Contractor's proposed Punch List);
(b) All required certificates of occupancy or temporary certificates of occupancy;
(c) Certificates of inspection by all authorities having jurisdiction;
(d) Record (as-built) drawings;
(e) Operations and maintenance manuals;
(f) All required warranties and guarantees.

16.2 Inspection. Within [____] days after receipt of Contractor's notice, Owner and Architect/Engineer shall inspect the Work and either:

(a) Issue a Certificate of Substantial Completion confirming the date of Substantial Completion and identifying the remaining Punch List items; or
(b) Provide written notice to Contractor that the Work has not achieved Substantial Completion, specifying the reasons therefor.

16.3 Responsibilities Upon Substantial Completion. Upon issuance of the Certificate of Substantial Completion:

(a) Owner shall assume responsibility for maintenance, utilities, and insurance of the completed Work;
(b) Risk of loss shall transfer to Owner, except for damage caused by Contractor during completion of Punch List items;
(c) Any applicable warranty periods shall commence.

16.4 Final Completion Requirements. To achieve Final Completion, Contractor shall:

(a) Complete all Punch List items to Owner's and Architect/Engineer's satisfaction;
(b) Deliver unconditional final payment lien waivers from Contractor and all Subcontractors and material suppliers;
(c) Deliver all close-out documents, including as-built drawings, operations and maintenance manuals, equipment warranties, spare parts, and keys;
(d) Remove all temporary structures, equipment, tools, and debris from the Project site;
(e) Restore any areas disturbed by the Work to their pre-construction condition or better;
(f) Deliver all required training for Owner's personnel on building systems and equipment.

16.5 Final Payment. Within [____] days after Final Completion, Owner shall pay the remaining Contract balance, including all Retainage, less any amounts properly withheld pursuant to this Agreement.

ARTICLE 17 — PUNCH LIST PROCEDURES

17.1 Punch List Preparation. Following the inspection under Section 16.2, Owner and Architect/Engineer shall prepare a final Punch List identifying all items requiring completion, correction, or repair.

17.2 Punch List Completion. Contractor shall complete all Punch List items within [____] days after receipt of the final Punch List. If Contractor fails to complete Punch List items within such period, Owner may:

(a) Complete the items using its own forces or a separate contractor, and deduct the cost from amounts due to Contractor;
(b) Withhold an amount equal to two hundred percent (200%) of the estimated cost of completing the remaining items.

17.3 Re-inspection. Upon Contractor's written notice that all Punch List items have been completed, Owner and Architect/Engineer shall re-inspect within [____] days to verify completion.

17.4 Punch List Value. If the aggregate value of incomplete Punch List items exceeds [____]% of the Contract Price, Substantial Completion shall be deemed not to have been achieved.

ARTICLE 18 — PREVAILING WAGE PROVISIONS

18.1 Applicability. (Select one):

☐ Prevailing Wage Applies. The Parties acknowledge that the Work constitutes a "public work" as defined in Cal. Lab. Code § 1720 et seq., and that all workers employed in the execution of this Agreement shall be paid not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations ("DIR").

☐ Prevailing Wage Does Not Apply. The Parties have determined that the Work does not constitute a "public work" under Cal. Lab. Code § 1720 et seq. If this determination is later found to be incorrect, Contractor shall be solely responsible for compliance with all prevailing wage requirements and shall indemnify Owner for any penalties or liability arising from non-compliance.

18.2 DIR Registration. If prevailing wage applies, Contractor and all Subcontractors shall be registered with the DIR pursuant to Cal. Lab. Code § 1725.5, and shall maintain active registration throughout the Work.

18.3 Prevailing Wage Rates. Contractor shall pay, and shall require all Subcontractors to pay, the applicable prevailing wage rates as determined by the DIR. Contractor shall post a copy of the applicable prevailing wage rates at the Project site.

18.4 Certified Payroll Records. Contractor shall maintain and furnish certified payroll records to Owner and, if applicable, the awarding body, as required by Cal. Lab. Code § 1776.

18.5 Apprenticeship Requirements. For projects of $30,000 or more, Contractor shall comply with the apprenticeship requirements of Cal. Lab. Code §§ 1777.5-1777.7 and shall employ registered apprentices in accordance with applicable ratios.

18.6 Working Hours. No worker shall be employed for more than eight (8) hours in any one calendar day or more than forty (40) hours in any one calendar week, except as permitted and with payment of overtime in accordance with Cal. Lab. Code § 1815.

ARTICLE 19 — CAL/OSHA COMPLIANCE AND JOBSITE SAFETY

19.1 General Safety Obligation. Contractor shall be solely responsible for initiating, maintaining, and supervising all safety precautions and programs in connection with the Work, in compliance with all Applicable Law, including the California Occupational Safety and Health Act (Cal. Lab. Code §§ 6300-6719) and the regulations promulgated thereunder (Cal. Code Regs., Title 8).

19.2 Injury and Illness Prevention Program. Contractor shall establish and maintain a written Injury and Illness Prevention Program ("IIPP") in compliance with Cal. Lab. Code § 6401.7 and Cal. Code Regs., Title 8, § 3203.

19.3 Safety Officer. Contractor shall designate a competent safety officer responsible for implementing and enforcing safety procedures at the Project site.

19.4 Safety Training. Contractor shall ensure that all workers, including Subcontractor employees, receive proper safety training before commencing work at the Project site, including:

(a) Site-specific safety orientation;
(b) Hazard communication training (Cal. Code Regs., Title 8, § 5194);
(c) Fall protection training (where applicable);
(d) Confined space entry training (where applicable);
(e) Trenching and excavation safety training (where applicable).

19.5 Reporting. Contractor shall immediately report to Owner any:

(a) Work-related fatality, serious injury, or illness;
(b) Cal/OSHA inspection, citation, or notice of violation;
(c) Accident or incident resulting in property damage exceeding $[________________________________].

19.6 Owner's Right to Stop Work. If Contractor's operations create an imminent hazard to persons or property, Owner may order an immediate stop of the affected Work until the hazard is remediated, without liability for delay or additional costs.

19.7 Subcontractor Compliance. Contractor shall require all Subcontractors to comply with Cal/OSHA requirements and shall monitor Subcontractor compliance.

ARTICLE 20 — HAZARDOUS MATERIALS AND ENVIRONMENTAL PROVISIONS

20.1 Pre-Existing Hazardous Materials. Owner represents that, to the best of Owner's knowledge, the following hazardous materials or environmental conditions exist on the Property: [________________________________] (or "None known").

20.2 Discovery of Hazardous Materials. If Contractor encounters or reasonably suspects the presence of hazardous materials not identified in the Construction Documents, Contractor shall:

(a) Immediately stop work in the affected area;
(b) Notify Owner in writing within twenty-four (24) hours;
(c) Secure the affected area to prevent exposure;
(d) Not resume work in the affected area until directed by Owner, after appropriate testing and remediation.

20.3 Contractor's Environmental Obligations. Contractor shall:

(a) Comply with all applicable environmental laws, including the Comprehensive Environmental Response, Compensation, and Liability Act (CERCLA), the Resource Conservation and Recovery Act (RCRA), the California Hazardous Waste Control Act, and the Porter-Cologne Water Quality Control Act;

(b) Properly handle, store, transport, and dispose of all hazardous materials used in or generated by the Work;

(c) Obtain all required environmental permits, including stormwater pollution prevention plans (SWPPP) and construction general permits from the State Water Resources Control Board, where applicable;

(d) Implement best management practices (BMPs) for erosion control and stormwater management.

20.4 Lead and Asbestos. For renovation, repair, or demolition of structures built before 1978, Contractor shall comply with:

(a) EPA Renovation, Repair, and Painting (RRP) Rule (40 CFR Part 745);
(b) Cal/OSHA lead and asbestos standards (Cal. Code Regs., Title 8, §§ 1529, 1532.1);
(c) South Coast AQMD or applicable air district rules regarding asbestos removal.

20.5 Indemnification for Environmental Claims. Contractor shall indemnify Owner for all environmental claims, penalties, and remediation costs arising from Contractor's handling, storage, transport, or disposal of hazardous materials, except for pre-existing conditions not caused or exacerbated by Contractor.

ARTICLE 21 — TERMINATION

21.1 Termination for Cause by Owner. Owner may terminate this Agreement for cause upon seven (7) days' written notice to Contractor if:

(a) Contractor fails to prosecute the Work diligently or adhere to the approved project schedule without justifiable cause;
(b) Contractor fails to make timely payments to Subcontractors or material suppliers;
(c) Contractor breaches any material term, covenant, representation, or warranty of this Agreement and fails to cure within ten (10) days for monetary defaults or fourteen (14) days for non-monetary defaults after written notice;
(d) Contractor's CSLB license is revoked, suspended, or expires;
(e) Contractor becomes insolvent, files for bankruptcy, or makes a general assignment for the benefit of creditors;
(f) Contractor abandons the Work.

21.2 Owner's Rights Upon Termination for Cause. Upon termination for cause, Owner may:

(a) Take possession of the Project site, materials, equipment, tools, and construction equipment;
(b) Complete the Work using its own forces or by engaging a replacement contractor;
(c) Withhold further payment to Contractor until the Work is completed;
(d) Recover from Contractor (and its surety) all costs of completion exceeding the unpaid balance of the Contract Price, including reasonable attorneys' fees;
(e) Enforce the performance bond and payment bond.

21.3 Termination for Convenience by Owner. Owner may terminate this Agreement for convenience at any time upon fourteen (14) days' written notice to Contractor. Upon termination for convenience:

(a) Contractor shall immediately cease all Work and secure the Project site;
(b) Contractor shall be entitled to payment for all Work satisfactorily performed to the date of termination, plus reasonable and documented demobilization costs;
(c) Contractor shall not be entitled to anticipated profits on unperformed Work or consequential damages.

21.4 Termination by Contractor. Contractor may terminate this Agreement upon fourteen (14) days' written notice to Owner if:

(a) Owner fails to make undisputed payments within the time required by this Agreement, and such failure continues for [____] days after Contractor's written demand;
(b) Owner repeatedly suspends or delays the Work for an aggregate of more than [____] days through no fault of Contractor;
(c) Owner becomes insolvent or files for bankruptcy.

21.5 Obligations Upon Termination. Upon termination by either Party:

(a) Contractor shall deliver to Owner all completed and partially completed Work, plans, permits, and other Project-related materials;
(b) Contractor shall cooperate in the orderly transition of the Work;
(c) All provisions of this Agreement that by their nature should survive termination (including warranty, indemnification, and dispute resolution provisions) shall survive.

ARTICLE 22 — DISPUTE RESOLUTION

22.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-law principles.

22.2 Informal Resolution. The Parties shall first attempt to resolve any dispute arising out of or relating to this Agreement through good-faith direct negotiations between the Parties' designated representatives. Each Party's representative shall have authority to settle the dispute. The Parties shall meet within ten (10) days after a written request for negotiation.

22.3 Mediation — Condition Precedent. If the dispute is not resolved through informal negotiation within thirty (30) days, either Party may demand mediation. Mediation shall be administered by [________________________________] (e.g., JAMS, AAA, or local bar association) in [________________________________] County, California. The Parties shall share the mediator's fees equally. Completion of mediation (or a good-faith attempt thereat) is a condition precedent to arbitration or litigation.

22.4 Binding Dispute Resolution. (Select one):

☐ Option A — Arbitration. Any dispute not resolved by mediation shall be submitted to final and binding arbitration administered by [________________________________] (e.g., JAMS or AAA) in accordance with its Construction Arbitration Rules then in effect. The arbitrator's decision shall be final and binding, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall have authority to award reasonable attorneys' fees and costs to the prevailing party.

☐ Option B — Litigation. Any dispute not resolved by mediation shall be resolved by litigation in the Superior Court of the State of California, County of [________________________________]. The Parties consent to the exclusive jurisdiction and venue of such court.

22.5 Continuation of Work. Pending resolution of any dispute, Contractor shall continue to perform the Work diligently and in accordance with this Agreement, and Owner shall continue to make undisputed payments.

22.6 Attorneys' Fees. In any action or proceeding to enforce or interpret this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.

22.7 Jury Trial Waiver. [OPTIONAL] (Select one):

☐ Waiver Elected. EACH PARTY KNOWINGLY, VOLUNTARILY, AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THIS AGREEMENT. THIS WAIVER IS A MATERIAL INDUCEMENT TO THE PARTIES' ENTERING INTO THIS AGREEMENT.

☐ Waiver Not Elected. The Parties retain the right to a trial by jury.

22.8 Provisional Remedies. Notwithstanding any other provision of this Article, either Party may seek provisional or injunctive relief from a court of competent jurisdiction to prevent irreparable harm, without the requirement of posting a bond.

ARTICLE 23 — GENERAL PROVISIONS

23.1 Entire Agreement; Integration. This Agreement, together with the Exhibits and all duly executed Change Orders, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, representations, or agreements, whether written or oral.

23.2 Amendments; Waivers. No amendment, modification, supplement, or waiver of this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. A waiver of any right on one occasion shall not be construed as a waiver of such right on any other occasion.

23.3 Assignment. Contractor shall not assign, transfer, or delegate any of its rights, duties, or obligations under this Agreement without Owner's prior written consent, which may be withheld in Owner's sole discretion. Any attempted assignment in violation of this Section shall be void.

23.4 Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and permitted assigns.

23.5 Severability. If any provision of this Agreement is determined to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect. The Parties shall negotiate in good faith a valid substitute provision that most closely approximates the economic intent of the invalid provision.

23.6 Notices. All notices, demands, and other communications under this Agreement shall be in writing and shall be deemed received: (i) upon personal delivery; (ii) one (1) business day after deposit with a nationally recognized overnight courier service; or (iii) three (3) business days after deposit in the United States mail, certified, return receipt requested, postage prepaid, addressed to the respective Party at the address set forth in Article 1 (or as changed by notice).

23.7 Counterparts; Electronic Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted via PDF, facsimile, or a reputable electronic signature platform (e.g., DocuSign, Adobe Sign) shall be deemed originals and shall have the same legal force and effect as ink-on-paper signatures.

23.8 Independent Contractor. Contractor is an independent contractor and not an employee, agent, joint venturer, or partner of Owner. Nothing in this Agreement shall be construed to create an employment relationship, agency, partnership, or joint venture between the Parties.

23.9 Time of the Essence. Time is of the essence with respect to all dates and time periods set forth in this Agreement.

23.10 No Third-Party Beneficiaries. Except as expressly provided herein, this Agreement is not intended to confer any rights, remedies, or benefits upon any person or entity other than the Parties.

23.11 Interpretation. Section and Article headings are for convenience of reference only and shall not affect interpretation. The Parties acknowledge that each Party has reviewed and negotiated this Agreement with the assistance of counsel, and any ambiguities shall not be construed against the drafting Party.

23.12 Confidentiality. Neither Party shall disclose the terms of this Agreement to third parties without the other Party's prior written consent, except: (a) to the Party's attorneys, accountants, insurers, lenders, and other professional advisors; (b) as required by Applicable Law or court order; or (c) in connection with the enforcement of this Agreement.

23.13 Compliance with Laws. Each Party shall comply with all Applicable Law in the performance of its obligations under this Agreement.

23.14 Photographs and Documentation. Contractor shall maintain a photographic record of the progress of the Work at regular intervals and shall make such records available to Owner upon request.

23.15 Record Retention. Contractor shall maintain all books, records, and documents relating to the Work for a period of not less than [____] years after Final Completion, and shall make such records available for Owner's inspection and audit upon reasonable notice.

ARTICLE 24 — EXECUTION AND ACKNOWLEDGMENT

IN WITNESS WHEREOF, the Parties have caused this Construction Services Agreement to be executed by their duly authorized representatives as of the Effective Date set forth in Article 1.

OWNER:

[________________________________]

CONTRACTOR:

[________________________________]

NOTARY ACKNOWLEDGMENT — OWNER

State of California
County of [________________________________]

On [__/__/____], before me, [________________________________], a Notary Public, personally appeared [________________________________], who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: [________________________________]
(Seal)

NOTARY ACKNOWLEDGMENT — CONTRACTOR

State of California
County of [________________________________]

On [__/__/____], before me, [________________________________], a Notary Public, personally appeared [________________________________], who proved to me on the basis of satisfactory evidence to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

I certify under PENALTY OF PERJURY under the laws of the State of California that the foregoing paragraph is true and correct.

WITNESS my hand and official seal.

Signature: [________________________________]
(Seal)

ARTICLE 25 — EXHIBITS

The following Exhibits are attached hereto and incorporated herein by reference:

Exhibit A — Legal Description of the Property and Project Description

Exhibit B — Scope of Work, Construction Documents, Plans, and Specifications

Exhibit C — Form of Notice to Proceed

Exhibit D — Schedule of Values and Rate Schedule (if T&M or Cost-Plus)

Exhibit E — Form of Performance Bond and Payment Bond

Exhibit F — Insurance Requirements (Certificates and Additional Insured Endorsements)

Exhibit G — List of Approved Subcontractors

Exhibit H — Allowance Schedule

Exhibit I — Form of Change Order

Exhibit J — Project Schedule and Milestone Dates

Exhibit K — Lien Waiver and Release Forms (Statutory Forms per Cal. Civ. Code §§ 8132-8138)

SOURCES AND REFERENCES

The following California statutes and resources are relevant to this Agreement:

Contractor Licensing

• Cal. Bus. & Prof. Code §§ 7000-7191 — Contractors State License Law
• Cal. Bus. & Prof. Code § 7028 — Contracting Without a License
• Cal. Bus. & Prof. Code § 7031 — License Requirement for Maintaining Action
• Cal. Bus. & Prof. Code § 7159 — Home Improvement Contract Requirements
• CSLB License Lookup

Works of Improvement (Mechanics Liens, Preliminary Notice, Stop Payment Notices)

• Cal. Civ. Code §§ 8000-9566 — Works of Improvement
• Cal. Civ. Code §§ 8200-8216 — Preliminary Notice
• Cal. Civ. Code §§ 8400-8494 — Mechanics Lien
• Cal. Civ. Code §§ 8500-8560 — Stop Payment Notice
• Cal. Civ. Code §§ 8600-8614 — Payment Bond

Prompt Payment Act

• Cal. Civ. Code §§ 8800-8822 — Prompt Payment
• Cal. Civ. Code § 8800 — Progress Payments (Owner to Contractor)
• Cal. Civ. Code § 8802 — Progress Payments (Contractor to Subcontractor)
• Cal. Civ. Code §§ 8810-8812 — Retention Payments (Owner to Contractor)
• Cal. Civ. Code § 8814 — Retention Payments (Contractor to Subcontractor; 5% Cap)

Anti-Indemnity

• Cal. Civ. Code § 2782 — Anti-Indemnity Statute
• Cal. Civ. Code § 2782.05 — Anti-Indemnity for Private Works (Post-2013)

Prevailing Wage and Labor

• Cal. Lab. Code §§ 1720-1861 — Public Works and Prevailing Wage
• DIR — Prevailing Wage Information

Occupational Safety and Health

• Cal. Lab. Code §§ 6300-6719 — Cal/OSHA
• Cal/OSHA — Division of Occupational Safety and Health

Lien Waiver Statutory Forms

• Cal. Civ. Code § 8132 — Conditional Waiver and Release on Progress Payment
• Cal. Civ. Code § 8134 — Unconditional Waiver and Release on Progress Payment
• Cal. Civ. Code § 8136 — Conditional Waiver and Release on Final Payment
• Cal. Civ. Code § 8138 — Unconditional Waiver and Release on Final Payment

Building Standards

• California Building Standards Code (Title 24)
• Cal. Health & Safety Code §§ 17920-17928 — Building Standards

Prepared for attorney review. This template is provided for informational purposes only and does not constitute legal advice.