Fillable Printable Sample Professional Services Contract

Sample Professional Services Contract

SAMPLE PROFESSIONAL SERVICES CONTRACT

1. PARTIES:

The parties to this contract are the SAN DIEGO COUNTY WATER AUTHORITY, a county

water authority, (the Water Authority) and

____________________________, [a / an] ______________

(Contractor).

2. SCOPE OF SERVICES:

The services to be provided by Contractor [are described in Attachment A] [are (describe within

paragraph)].

3. PAYMENT:

(a) Payment for services. [Option 1] The Water Authority shall pay for services in a

lump sum of $______________ upon satisfactory completion of the services and delivery of the

work product.

[Option 2] The Water Authority shall pay for services performed in accordance with this

contract according to the payment and fee schedule contained in Attachment B.

[Option 3] The Water Authority shall pay for services performed in accordance with this

contract at an hourly rate of $___.

(b) Reimbursement of expenses. [Option 1] The payment for services includes payment for

all costs and expenses that may be incurred by Contractor in the performance of services.

[Option 2] Contractor will be reimbursed for actu al, reasonable and necessary expenses

incurred in the performance of services in accordance with the expense reimbursement schedule

included in Attachment B.

authorized, reimbursement of expenses, shall not exceed $_________________.

(d) Invoices. [Option 1] An invoice for services shall be submitted upon completion of all

services. [Additional Option. If reimbursement of expenses is authorized, Contractor may

submit monthly invoices for such expenses, including appropriate documentation of each

expense incurred.] The Water Authority generally will process and pay bills within thirty (30)

days from receipt.

[Option 2] All invoices for services will be submitted on a monthly basis to the Contract

Manager. The Water Authority generally will process and pay bills within thirty (30) days from

receipt. Each bill shall include an invoice showing the amount of services rendered during the

billing period and the fee for such services. [Additional Option A. If reimbursement of expenses

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is authorized, Contractor shall submit monthly invoices for such expenses, including full

documentation of each expense incurred.] [Additional Option B. The invoice shall be

accompanied by a separate confidential invoice support statement that briefly describes each item of

work performed, the identity of the person who performed the work, the time of performance if

payment is on an hourly basis, and itemized reimbursable expenses.] Payments are subject to a

final audit upon completion of services or other termination of this contract.

(e) Audit of Records. Contractor shall maintain complete and accurate records of all

payrolls, expenditures, disbursements and other cost items charged to the Water Authority for

establishing the basis of an invoice, for a minimum of four (4) years from the date of final

payment to Contractor. All such records shall be clearly identifiable. Contractor shall allow

Water Authority representative to inspect, examine, copy and audit such records during regular

business hours upon 24 hours’ notice.

4. TIME FOR PERFORMANCE:

(a) [Option 1] Contractor will complete all services by ________________________.

[Option 2] Contractor will perform the services according to the schedule contained in

Attachment C. If the schedule calls for the services to be performed in phases or discrete

increments, Contractor shall not proceed from one phase or increment to the next without written

authorization from the Contract Manager. Contractor will complete all services by

________________.

(b) Extension of time for unforeseen circumstances. In the event that the Contractor is

unable to meet the completion date or schedule of services, if any, due to circumstances beyond

Contractor’s reasonable control, such as war, riots, strikes, lockouts, work slow down or

stoppage, except strikes, lockouts, or work slow down or stoppage of Contractor’s employees or

subcontractors, acts of God, such as floods or earthquakes, and electrical blackouts or brownouts,

Contractor shall inform the Contract Manager of the additional time required to perform the

work and the Contract Manager may adjust the schedule.

5. STANDARD OF PERFORMANCE:

Contractor's services shall be performed in accordance with generally accepted professional

practices and principles and in a manner consistent with the level of care and skill ordinarily

exercised by members of Contractor’s profession currently practicing under similar conditions.

Whenever the scope of work requires or permits approval by the Water Authority, it is

understood to be approval solely for the purposes of conforming to the requirements of the scope

of work and not acceptance of any professional or other responsibility for the work. Such

approval does not relieve the Contractor of responsibility for complying with the standard of

performance or laws, regulations, industry standards, or from liability for damages caused by

negligent acts, errors, omissions, noncompliance with industry standards, or the willful

misconduct of Contractor or its subcontractors. By delivery of completed work, Contractor

certifies that the work conforms to the requirements of this contract and all applicable federal,

Sample Professional Services Contract

state and local laws. If Contractor is retained to perform services requiring a license,

certification, registration or other similar requirement under California law, Contractor shall

maintain that license, certification, registration or other sim ilar requirement throughout the term

of this Contract.

6. INDEPENDENT CONTRACTOR:

Contractor is an independent contractor. Neither Contractor nor any of Contractor’s officers,

employees, agents or subcontractors, if any, is an employee of the Water Authority by virtue of

this contract or performance of any work under this contract.

7. ASSIGNMENT:

Contractor shall not assign or transfer voluntarily or involuntarily any of its rights, duties, or

obligations under this contract without the express written consent of the Water Authority in each

instance.

8. SUBCONTRACTORS:

[Option 1](a) Contractor shall comply with all requirements of the Small Contractor Outreach

and Opportunities Program (SCOOP). Contractor will perform the work personally or through

Contractor’s employees except for those tasks to be performed by the subcontractors designated

on Attachment D (SCOOP Form A-1). Contractor may add or delete a designated subcontractor

only in compliance with provisions of the Water Authority’s Small Contractor Outreach and

Opportunities Program. Contractor is responsible to the W ater Authority for the acts and

omissions of Contractor's subcontractors and of the subcontractor’s employees in performance of

this contract. Nothing contained in this contract shall create any contractual relationship

between any subcontractor of Contractor and the Water Authority. Contractor shall pay

subcontractors within ten (10) days of receipt of payment by Water Authority for work

performed by a subcontractor and billed by the Contractor.

(b) Failure by the Contractor to fulf ill any of the SCOOP requirements constitutes breach of

contract. The Water Authority may seek, without limitation, the following remedies:

(1) Withholding progress payments until the Water Authority deems the Contractor to be

in compliance.

(2) Withholding an amount equal to the unmet portion of the amount contracted to the

subcontractor, vendor, or supplier in question.

(3) Suspension or debarment pursuant to the Water Authority’s Administrative Code

Chapter 4.12 Section 4.12.020.

(4) Termination of the contract.

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[Option 2] Contractor will perform the work personally or through Contractor’s em ployees.

Contractor may subcontract work only upon prior approval of the Water Authority and in

compliance with provisions of the Water Authority’s Small Contractor Outreach and

Opportunities Program, if the Water Authority determines that the program provisions are

applicable.

9. CONTRACTOR’S EMPLOYEES:

(a) Immigration Reform and Control Act of 1986. Contractor is aware of the requirements

of the Immigration Reform and Control Act of 1986 and shall comply with those requirements,

including, but not limited to, verifying the eligibility for employment of all of Contractor’s

agents, employees, subcontractors and Contractors that are included in this contract.

(b) Limitation of Water Authority Liability. The payment made to Contractor pursuant to

this contract shall be the full and complete compensation to which Contractor and Contractor’s

officers, employees, agents and subcontractors are entitled for performance of any work under

this contract. Neither Contractor nor Contractor’s officers or employees are entitled to any

salary or wages, or retirement, health, leave or other fringe benefits applicable to em ployees of

the Water Authority. The Water Authority will not make any federal or state tax withholdings

on behalf of Contractor. The Water Authority shall not be required to pay any workers'

compensation insurance on behalf of Contractor.

Water Authority for any obligation, claim, suit or demand for tax, retirement contribution

including any contribution to the Public Employees Retirement System (PERS), social security,

salary or wages, overtime payment, or workers' compensation payment which the Water

Authority may be required to make on behalf of Contractor or any employee of Contractor, or

any employee of Contractor construed to be an employee of the Water Authority, for work done

under this contract. This is a continuing obligation that survives the termination of this contract.

[ONLY IF APPLICABLE] (d) Prevailing wage. Contractor shall comply with all

provisions of California laws dealing with prevailing wages, apprentices, and hours of work.

Contractor shall also comply with provisions of Labor Code section 1720 as applicable. A copy

of the prevailing wage rates is available for review at the Water Authority’s office at 4677

Overland Avenue, San Diego, California, 92123. This provision applies only to the following

portions of the scope of work: [LIST APPLICABLE SERVICES.]

10. FAIR EMPLOYMENT PRACTICES:

(a) Administrative Code Provisions. Contractor acknowledges and agrees to abide by the

following provision of the Water Authority Administrative Code Section 2.24.010 that states:

“(a) It is the policy of the Authority to protect and safeguard the right and

opportunity of all persons to seek, obtain, and hold employment without discrimination or

abridgment on account of race, color, ethnicity, national origin, ancestry, religion, creed,

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veteran status, physical disability, mental disability, medical condition, marital status,

sex, sexual orientation, age, or other status protected from workplace discrimination by

state or federal law. Authority officers, employees and Contractors shall not knowingly

deny an Authority opportunity or benefit, discriminate against or harass, any Authority

employee, applicant for employment, contractor, vendor, or recipient of Authority

services on account of the person’s race, color, ethnicity, national origin, ancestry,

religion, creed, veteran status, physical disability, mental disability, medical condition,

marital status, sex, sexual orientation, age, or other status protected from workplace

discrimination by state or federal law. Authority officers, employees and Contractors

shall not knowingly give preferential treatment to any applicant for employment, bidder,

contractor, vendor, or recipient of Authority services on the basis of race, color, ethnicity,

national origin, ancestry, religion, creed, physical disability, mental disability, medical

condition, marital status, sex, or sexual orientation.

“(b) This section shall be inte rpreted in a manner that is consistent with the

California and United States Constitutions and applicable state and federal statutes

governing workplace discrimination. The terms used in this section shall have the same

meaning as defined in state statutes governing the same subject matter.

“(c) Nothing in this section shall be interpreted as prohibiting bona fide

occupational qualifications consistent with applicable state and federal law and

reasonably necessary to the normal operation of Authority employment or contracting.

Nothing in this section shall be interpreted as prohibiting regulations and policies to

prevent nepotism or conflicts of interest.

“(d) Nothing in this section shall be interpreted as prohibiting action taken to

establish or maintain eligibility for any federal program, where ineligibility would result

in a loss of federal funds to the Authority.”

(b) Civil Rights Act. Contractor agrees to comply with Title VII of the Civil Rights Act of

1964, as amended, the California Fair Employment Practices Act, the Americans with

Disabilities Act of 1990, any other applicable federal and state laws and regulations hereinafter

enacted, and the Water Authority’s Small Contractor Outreach and Opportunities Program.

employees, agents and subcontractors shall comply with the Water Authority’s

Discrimination/Harassment Prohibition Policy in performance of this contract.

(d) Indemnification. To the fullest extent permitted by law and without limitation by the

provisions of Section 19 relating to insurance, the Contractor shall also indemnify, defend and

hold harmless the Water Authority, and its directors, officers, employees and agents from and

against all liability (including without limitation all claims, damages, penalties, fines, and

judgments, associated investigation and administrative expenses, and defense costs, including

but not limited to reasonable attorneys' fees, court costs, and costs of alternative dispute

resolution) resulting from any claim of discrimination or harassment, including but not limited to

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sexual harassment, arising from the conduct of the Contractor or any of the Contractor’s officers,

employees, agents, licensees, or subcontractors. In the event of a discrimination or harassment

complaint against any employee, agent, licensee or subcontractor of the Contractor or its

subcontractors, the Contractor shall take immediate and appropriate action in response to such

complaint, including, but not limited to termination or appropriate discipline of any responsible

employee, agent, licensee or subcontractor. The provisions of this Section survive completion of

the services or term ination of the Contract.

11. WORKPLACE CONDUCT AND BEHAVIOR:

Contractor and Contractor’s officers, employees, agents and subcontractors shall com ply with

the Water Authority’s Substance-free Work Place Policy, Information and Communications

Systems Policy, and other rules and regulations governing work place safety, conduct, and

behavior, for any portion of the work performed on the premises of the Water Authority or using

Water Authority facilities or equipment.

12. OWNERSHIP OF WORK PRODUCT:

Upon delivery, the work product, including without limitation, all original reports, writings,

recordings, drawings, files, and detailed calculations developed under this contract are the

property of the Water Authority. Contractor agrees that all copyrights which arise from creation

of the work pursuant to this contract shall be vested in the Water Authority and waives and

relinquishes all claims to copyright or other intellectual property rights in favor of the Water

Authority. Water Authority acknowledges that its use of the work product is limited to the

purposes contemplated by the scope of work and that the Contractor makes no representation of

the suitability of the work product for use in or application to circumstances not contemplated by

the scope of work.

13. FORMAT OF DOCUMENTS:

Documents submitted to the Water Authority in electronic format shall be formatted according to

specifications provided by the Water Authority, or if not otherwise specified, in Microsoft Word,

Excel, PowerPoint or other Microsoft Office Professional 2007 format as appropriate for the

particular work product or, if directed by the Contract Manager in Adobe Acrobat pdf format.

14. CHANGES IN WORK:

No payment for changed or additional work shall be made unless the changed or additional work

has first been approved in writing by the Contract Manager and the parties have agreed upon the

appropriate adjustment, if any, to the payment schedule and maxim um payment amount for the

changed or additional work. The Contract Manager may order changes or additions to the scope

of work. Whether a change or addition to the scope of work is proposed by the Contractor or

ordered by the Contract Manager, the parties shall in good faith negotiate an appropriate

adjustment, if any, to the payment schedule and maximum payment for the changed or additional

work. An approved change or addition, along with the payment adjustment, if any, will be

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effective upon an amendment to this contract executed by both parties. The amendment shall not

render ineffective or invalidate unaffected portions of this contract. All changes in work that

increase the amount of payment shall be subject to Section 4.04.040 of the Water Authority

Administrative Code.

15. CONFIDENTIALITY:

(a) Confidential Nature of Information. Contractor shall treat all information obtained from

the Water Authority in the performance of this contract as confidential and proprietary to the

Water Authority. Contractor shall treat all records and work product prepared or maintained by

Contractor in the performance of this contract as confidential.

(b) Limitation on use and disclosure. Contractor agrees that it will not use any inf o rmation

obtained as a consequence of the performance of work for any purpose other than fulfillment of

Contractor’s scope of work. Contractor will not disclose any information prepared for the Water

Authority, or obtained from the Water Authority or obtained as a consequence of the

performance of work to any person other than the Water Authority, o r its own employees, agents

or subcontractors who have a need for the information for the performance of work under this

contract unless such disclosure is specifically authorized in writing by the Water Authority.

plan to assure that information obtained from the Water Authority or as a consequence of the

performance of work is not used for any unauthorized purpose or disclosed to unauthorized

persons. Contractor shall advise the Water Authority of any request for disclosure of

information or of any actual or potential disclosure of information.

(d) Survival. Contractor’s obligations under this paragraph shall survive the termination of

this contract.

16. PROHIBITED INTEREST:

No official or employee of the Water Authority who is authorized in such capacity on behalf of

the Water Authority to negotiate, make, accept, or approve, or take part in negotiating, making,

accepting, or approving this contract, shall become directly or indirectly interested in this

contract or in any part thereof. No officer or employee of the Water Authority who is author ized

in such capacity and on behalf of the Water Authority to exercise any executive, supervisory, or

similar functions in connection with the performance of this contract shall become directly or

indirectly interested personally in this contract or any part thereof.

17. CONFLICT OF INTEREST:

(a) Local Conflict of Interest Code Compliance.[OPTION 1]: The Water Authority has

determined, based on the scope of the services to be provided by Contractor under this contract,

that this contract does not confer on Contractor or any of Contractor’s employees the status of a

“designated employee” or “Consultant” of the W a ter Authority for the purposes of the Water

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Authority’s Local Conflict of Interest Code and the California Political Reform Act. This

contract does not require or permit Contractor to make a governmental decision as specified in 2

Cal. Code of Regs. § 18701, subdiv. (a)(2)(A), or serve in a staff capacity as specified in 2 Cal.

Code of Regs. § 18701, subdiv. (a)(2)(B).

[OPTION 2: The Water Authority has determined, based on the scope of the services to be

provided by Contractor under this contract, that this contract confers on Contractor or any of

Contractor’s employees the status of a “designated employee” or “Consultant” of the Water

Authority for the purposes of the Water Authority’s Local Conflict of Interest Code and the

California Political Reform Act. Contractor will be subject to the same provisions as the

_________ Designation in the Water Authority’s Local Conflict of Interest Code.

(b) Disqualification. Contractor shall not make or participate in making or in any way

attempt to use Contractor's position to influence a governmental decision in which Contractor

knows or has reason to know Contractor has a direct or indirect financial interest other than the

compensation promised by this contract. Contractor will not have such interest during the term

of this contract. Contractor will immediately advise the General Counsel of the Water Authority

if Contractor learns of a financial interest of Contractor's during the term of this contract. If

Contractor’s participation in another Water Authority project would create an actual or potential

conflict of interest, in the opinion of the Water Authority, the Water Authority may disqualify

Contractor from participation in such other project during the term of this Contract.

18. INDEMNIFICATION:

(a) To the fullest extent permitted by law, the Contractor shall (1) immediately defend, and

(2) indemnify the Water Authority, and its directors, officers, and employees from and against all

liabilities regardless of nature or type arising out of or resulting from Contractor’s performance

of services under this contract, or any negligent or wrongful act or omission of the Contractor or

Contractor’s officers, employees, agents, or subcontractors. Liabilities subject to the duties to

defend and indemnify include, without limitation all claims, losses, damages, penalties, fines,

and judgments; associated investigation and administrative expenses; defense costs, including

but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute

resolution. The Contractor’s obligation to indemnify applies unless it is adjudicated that its

liability was caused by the sole active negligence or sole willful misconduct of an indemnified

party. If it is finally adjudicated that liability is caused by the comparative active negligence or

willful misconduct of an indemnified party, the Contractor’s indemnification obligation shall be

reduced in proportion to the established comparative liability of the indemnified party.

(b) The duty to defend is a separate and distinct obligation from the Contractor’s duty to

indemnify. The Contractor shall be obligated to defend, in all legal, equitable, administrative, or

special proceedings, with counsel approved by the Water Authority, the Water Authority and its

directors, officers, and employees, immediately upon tender to the Contractor of the claim in any

form or at any stage of an action or proceeding, whether or not liability is established. An

allegation or determination of comparative active negligence or willful misconduct by an

indemnified party does not relieve the Contractor from its separate and distinct obligation to

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defend Water Authority. The obligation to defend extends through final judgment, including

exhaustion of any appeals. The defense obligation includes an obligation to provide independent

defense counsel if the Contractor asserts that liability is caused in whole or in part by the

negligence or willful misconduct of the indemnified party. If it is finally adjudicated that

liability was caused by the sole active negligence or sole willful misconduct of an indemnified

party, Contractor may submit a claim to the Water Authority for reimbursement of reasonable

attorneys’ fees and defense costs.

indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense

obligations. This Section survives completion of the serv ices or the termination of this contract.

The provisions of this Section are not limited by and do not affect the provisions of this contract

relating to insurance.

19. INSURANCE:

(a) Requirement. Contractor shall procure and maintain during the period of performance of

this contract and for ___ months following completion, insurance from insurance companies

authorized to do business in the State of California, as set forth in this section. These policies

shall be primary insurance as to the Water Authority so that any other coverage held by the

Water Authority shall not contribute to any loss under Contractor's insurance.

General liability: (with coverage at least as broad as ISO form CG 00 01 10 01) coverage

in an amount not less than [$2,000,000] general aggregate and [$1,000,000] per occurrence for

general liability, bodily injury, personal injury, and property damage.

Automobile liability: (with coverage at least as broad as ISO form CA 00 01 10 01, for

“any auto”) coverage in an amount not less than [$1,000,000] per accident for personal injury,

including death, and property damage.

Professional liability: (errors and omissions) for damage alleged to be as a result of

errors, omissions or negligent acts of Contractor coverage in an amount not less than

[$1,000,000] per claim.

Workers' compensation and employer's liability: coverage shall comply with the laws of

the State of California, but not less than an employer’s liability limit of [$1,000,000.]

A deductible or retention may be utilized, subject to approval by the Water Authority.

All policies that include a self-insured retention shall include a provision that payments of

defense costs and damages (for bodily injury, property damage, personal injury or any other

coverages included in the policy) by any party including additional insureds or insurers, shall

satisfy the self-insured retention limits.

(b) Endorsements. The insurance policies shall be endorsed as follows:

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For the commercial general liability insurance, the Water Authority (including its

directors, officers, employees, and agents) shall be named as additional insured, and the policy

shall be endorsed with a form equivalent to ISO form CG 20 10 10 93, that contain the

provisions required by this contract.

Contractor’s insurance is primary to any other insurance available to the Water Authority

with respect to any claim arising out of this Agreement. Any insurance maintained by the Water

Authority shall be excess of the Contractor’s insurance and shall not contribute with it. The

Contractor’s endorsement of insurance shall include a waiver of any rights of subrogation against

the Water Authority, and its directors, officers, employees and agents.

Contractor’s insurance will not be canceled, limited, am ended, reduced in coverage

amount, or allowed to expire without renewal until after thirty (30) days’ written notice has been

given to the Water Authority, or after ten (10) days’ written notice in the case of cancellation for

non-payment of premium.

provider, as determined by the Water Authority, which satisfies the following minimum

requirements: An insurance carrier admitted to do business in California and maintaining an

agent for process within the state. Such insurance carrier shall maintain a current A.M. Best

rating classification of "A-" or better and a financial size of "$10 million to $24 million (Class V)

or better", or A Lloyds of London program provided by syndicates of Lloyds of London and

other London insurance carriers, providing all participants are qualified to do business in

California and the policy provides for an agent for process in the state. Workers’ Compensation

and Employer’s Liability shall be provided by an A-V rated carrier or by the Californ ia State

Compensation Fund. If provided by a carrier other than California State Compensation Fund,

Contractor shall provide proof of the carrier’s A-V rating to Water Authority.

(d) Provision of Insurance Prior to Commencement of Services. Before commencing any

services, Contractor shall furnish certificates of insurance and endorsements affecting coverage

on forms provided by Water Authority, or on equivalent ISO forms that contain provisions

required by this contract.

20. ACCIDENT REPORTS:

Contractor shall immediately report (as soon as feasible, but not mo re than 24 hours) to the

Water Authority any accident or other occurrence causing injury to persons or property during

the performance of this Contract. If required by the Water Authority’s Risk Manager, the report

shall be made in writing and shall include, at a minimum: (a) the names, addresses, and

telephone numbers of the persons involved, (b) the names, addresses and telephone numbers of

any known witnesses, (c) the date, time and description of the accident or other occurrence.

21. COVENANT AGAINST CONTINGENT FEES:

Contractor agrees that its firm has not employed or retained any company or person, other than a

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bona fide employee working for Contractor, to solicit or secure this contract, and that Contractor

has not paid or agreed to pay any company or person, other than a bona fide employee, any fee,

commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or

resulting from, the award or making of this contract. For breach or violation of this provision,

the Water Authority shall have the right to terminate this contract without liability, or, in its

discretion, to deduct from the contract price or consideration, or otherwise recover, the full

amount of such fee, commission, percentage, brokerage fees, gift, or contingent fee.

22. TERMINATION OR ABANDONMENT:

(a) Water Authority’s Rights. The Water Authority has the right to terminate or abandon any

portion or all of the work by giving ten (10) days’ written notice. Upon receipt of a notice of

termination, Contractor shall perform no further work except as specified in the notice. Before

the date of termination, Contractor shall deliver to Water Authority all work product, whether

completed or not, as of the date of termination and not otherwise previously delivered. The

Water Authority shall pay Contractor for services performed in accordance with this contract

before the date of termination. If this contract provides for payment of a lump sum for all

services or by task and termination occurs before completion of the work or any defined task

which according to the performance schedule was commenced before the notice of termination,

the fee for services performed shall be based on an amount mutually agreed to by the Water

Authority and Contractor for the portion of work completed in conformance with this contract

before the date of termination. In addition, the Water Authority will reimburse Contractor for

authorized expenses incurred and not previously reimbursed. The Water Authority shall not be

liable for any fees or costs associated for the termination or abandonment except for the fees, and

reimbursement of authorized expenses, payable pursuant to this section.

(b) Contractor’s Rights. Contractor, if Contractor is not in default or breach, may terminate

Contractor’s obligation to provide further services under this contract upon thirty (30) days’

written notice only in the event of a material default by the Water Authority, which default has

not been cured within thirty (30) days following the written notice.

23. SUCCESSORS OR ASSIGNS:

All terms, conditions, and provisions of this contract shall apply to and bind the respective heirs,

executors, administrators, successors, and assigns of the parties. Nothing in this paragraph is

intended to affect the limitation on assignment.

24. DAMAGE OR LOSS OF EQUIPMENT OR FACILITIES:

(a) General Obligation. Contractor shall pay to the Water Authority the replacement cost of

any equipment or repair cost of any facilities provided by the Water Authority for Contractor’s

use in performance of services that is lost or damaged by Contractor or Contractor’s officers,

employees, agents or subcontractors.

(b) Keys. During the term of the contract, Contractor may be issued keys to Water Authority