REQUEST FOR PROPOSALS

REQUEST FOR PROPOSALS

Shelter Catering Services

Services Area Needs – Departments and Programs operated
under the auspice of Home at Last CDC
Home at Last Community Development Center
3425 West Manchester Boulevard
Inglewood, CA 90305
Various Facilities throughout Los Angeles City & County

1. INTRODUCTION

Home at Last CDC (“Company”) Provides safe and reliable housing to emancipated youth, adults and other individuals who are either homeless, in transitional living, or have special circumstances. Home at Last seeks to provide the following services:

  • Balanced Meals
  • Intensive Case Management
  • Medical Assistance
  • Housing Assistance
  • Mission Critical Services

2. RFP OBJECTIVE

  • 2.1 The objective of this RFP is to select one or more contractors to provide catering services for all Home at Last Facilities for a period of 6 months with optional renewals at the end of the contract period.
  • 2.2 The company retains the right to obtain catering services with other food services entities on an occasional basis for performance of functions held at any of the buildings. The contract awardee(s) however will provide the majority if all catering services required by Home at Last CDC.

3. RFP Schedule

  • 3.1 The following is a preliminary schedule of planned milestones. They are general in nature for planning purposes only. This schedule is subject to change by the Company as required and without notices
Date Activity
May 1 2018 Distribute RFP
May 7 2018 Bidder Conference
May 14 2018 Deadline to Submit Questions
June 5 2018 Proposal Deadline Due
June 13 2018 Evaluate and select Finalists
June 21 2018 Catered luncheon Presentation for 3 Finalist
June 24 2018 Negotiate and Execute Agreements
July 1 2018 Contract Commences

4. QUESTIONS – PRE-BID CONFERENCE

  • 4.1 Please direct all commercial (contractual) questions to Michael Young at [email protected]. No employee or management staff of Home at Last should be contacted or approached regarding this RFP.
  • 4.2.1 The purpose of this meeting is to answer all commercial and technical questions raised by the contractors as well as provide contractors with adequate information necessary to formulate their proposals.

5 COST LIABILITY

  • 5.1 This RFP does not commit Company to reimburse respondents for any costs incurred in preparing and submitting a proposal including, but not limited to, costs associated with making necessary studies or sample in preparation of a response, in addition, no bidder awarded a contract as a result of this RFP may charge these costs back to the Company at any time.

6 CONTRACT EXECUTION

  • 6.1 It is the Company’s intent to execute an initial 6 Month agreement with the successful bidder (s). Bidder’s proposal shall be valid for one hundred and twenty (120) days after receipt. Company’s failure to execute a contract within 120 days after receipt of Bidder’s proposal may result I cancellation of this RFP. This time period may be extended at the sole option of the Company.

7 CONSIDERATION OF PROPOSALS – EVALUATION

  • 7.1 Proposals for this RFP should be submitted on their own merit and not in combination of any other current or future consideration form the Company, proposals must adhere to the guidelines and requirement set forth herein including but not limited to the format requested by the Company. In order to be considered, all section of the RFP must be completed.
  • 7.2 The selection of a catering contractor will be based on, but not limited to, the following criteria (in no particular order of importance): Those Contractors deemed qualified after a review of the Proposal will be requested to provide a luncheon tasting at the Mission/Skills Facility for approximately (–) staff members as part of the selection process. Additional selection criteria will include the following (in no particular order of importance).
      • Capabilities – Creative concepts for all food services; innovative and appealing menu selection
      • Previous Experience
      • Price – Reasonable food costs (based on portion allocation and selection)
      • Risk – Adherence to Contract Terms and Conditions and Customer References
      • Sanitation and Safety Procedures – Good sanitation program
      • Diverse Business Enterprise Plan
      • Other Value-Added Considerations.
  • 7.3 Company reserves the right to accept or reject any or all proposals for any reason, and is under no obligation to disclose the reason for rejection. Furthermore, Company is under no obligation to procure or contract for the product or services discussed in this RFP. Notification of contractor selection for the tasting phase shall occur by June 21, 2018.

8 PROPOSAL PROPERTY

  • 8.1 All materials submitted by potential bidder become the property of the Company, subject to any confidentiality agreements between the Company and the potential bidder. The Company assumes no responsibility for returning submitted materials.
  • 8.2 Company reserves the right to investigate the references and past performances of any bidders with respect to , among other factors, compliance with specifications, completion or delivery on schedule and lawful payment of suppliers, sub-bidders, and workers prior to any contract award.

9 NEWS RELEASE

  • 9.1 Company shall have the right to approve or disapprove any press copy regarding this project before release by the successful bidder. News releases pertaining to this RFP award will be made only with the prior written consent of the Company. The Company’s names and logos shall not be used for any purpose, without the prior written authorization in accordance with the co-branding policy.

10. VALIDATION OF RFP DOCUMENTATION AND PRICING

  • 10.1 All prices, delivery schedules, finance considerations, and any other significant factors contained in your proposal will be valid for 120 days from the RFP due date. The Company reserves the right to purchase, in whole or part, the individual services items listed in bidder’s proposal.

11. MINORITY/WOMAN-OWNED BUSINESS

  • 11.1 Company has established a policy to promote the award of contracts in a manner that develops and strengthens qualified minority and woman-owned business concerns (“M/WBEs”). As a result, M/WBEs are strongly encouraged to submit responses to this RFP, either as prime suppliers, as joint venture partners, or as sub-Bidders. Non-M/WBE bidders are strongly encouraged to develop creative initiatives to help foster new business relationships with M/WBEs within the primary industries affected by this RFP.

12. CONFIDENTIALITY

  • 12.1 Customer confidentiality is a critical issue to Company. Please provide an overview of your firm’s ability to meet the confidentiality requirements of the Company and the California Public Utilities Commission to maintain confidential customer information.
  • 12.2 Company cannot guarantee the contents of Proposals will be kept confidential. Information provided in the Proposal package may be made available to the public. Company will make reasonable efforts to protect any information clearly indicated as confidential by bidders. Confidential information must be clearly identified and designated as “Proprietary” or “Confidential” on each page where sensitive or confidential information appears in the Proposal. Upon written notice to the bidder, confidential information may be made available to the CPUC and the public.

13 INSTRUCTIONS FOR RFP COMPLETION

One hard copy to: Hoem At Last CDC
Attn: Michael Young
3425 West Manchester Avenue
Inglewood, CA 90305
Bids received after this time or fax copies of bids will not be considered.

14. PROGRAM REQUIREMENTS AND SPECIFICATIONS

Bidder shall acknowledge compliance to specifications Identified below:

  • 14.1 Contractor shall provide all labor, equipment and materials needed to perform catering services at all Home At Last Facilities unless otherwise authorized.

SCHEDULE A – GENERAL TERMS AND CONDITIONS

1. PARTIES. This Standard Service Agreement (“Agreement”) is entered into between Company and Contractor. Contractor is the firm, person, corporation, or business entity performing the work specified in this Agreement.

2. CONTRACT FORMATION. By this Agreement, Company offers to contract with Contractor solely upon the terms and conditions stated herein. Any additional or different terms and conditions proposed by Contractor prior to the execution of this Agreement are not agreed to, and hereby expressly rejected. Any additional or different terms and conditions proposed by Contractor after the date of this Agreement shall be of no force and effect unless expressly agreed to in writing by Company. Contractor accepts and shall be bound by the terms and conditions of this Agreement upon the earlier of (a) the date on which it executes and returns the acknowledgment copy or (b) when it commences performance. No other form of acceptance shall be binding on Company.

3. CHANGE ORDERS. Company may at any time, in writing, direct or authorize Contractor to make changes or modifications to the work within the general scope of this Agreement. If such changes or modifications necessitate (a) an increase, or (b) decrease in the amount due, or (c) the nature or quantity of the goods and services or (d) in the time required for performance, or (e) otherwise, such matters shall be agreed upon in writing prior to proceeding with the change. No payment shall be required from Company for any change or modification which is not authorized in writing.

4. INVOICING. If Contractor’s invoice price does not match the Agreement price, Company shall pay Contractor the lesser of the amount payable under the Order or the Invoice. Contractor will be notified of the reason for the adjustment. When Contractor is considered to be a retailer, Contractor’s invoices shall properly identify California sales or use tax as a sales or use tax, and separately state the amount of such tax and any freight, installation, technical service or other charge which is excludable from such tax.

5. PERFORMANCE. Contractor shall perform the Services in accordance with established professional business standards and ethics and in conformity with each and every term of this Agreement. Contractor shall remedy any and all deficiencies in its Services that result from Contractor’s failure to adhere to the Scope of Work.

6. WARRANTIES. Contractor expressly represents and warrants that all the Services performed hereunder shall be in compliance with the performance standards, drawings, specifications and any other description of services set forth in the Scope of Work, and the terms and conditions of this Agreement. Company may reject any Services furnished hereunder failing to meet such standards, and require Contractor to promptly repeat, correct or replace such defective Services, at NO charge to Company or, at Company’s election, Company may hire a third party to complete the Services at Contractor’s expense. Contractor further warrants and agrees that none of the material to be furnished by Contractor and its subcontractors, if any, in the performance of the Scope of Work shall contain asbestos or asbestos-containing materials, unless feasible alternatives or Home At Last Facilities reasonable replacements do not exist or are not available.

7. INSPECTION. All Services performed by Contractor shall be subject to the inspection and approval of Company at all times, but such right of inspection of the Services shall not relieve Contractor of responsibility for the proper performance of the Services, nor shall such inspection waive Company’s right to reject the Services at a later date. Contractor shall provide Company access to Contractor’s facility or facilities where the Services are being performed and sufficient, safe and proper work conditions for such inspection. Contractor shall furnish Company such information concerning its operations and/or the performance of the Services as Company may request.

8. ADHERENCE TO COMPANY’S RULES. Contractor shall conduct its operations in strict observation of access routes, entrance gates or doors, parking and. temporary storage areas as designated by Company. Under no circumstances shall any of Contractor’s personnel, vehicles or equipment enter, move or be stored upon any area not authorized in writing by Company.

9. COMPANY AND REGULATORY SECURITY PROCEDURES. Contractor shall abide by all Company Security procedures, rules and regulations and shall cooperate with Company Security personnel whenever on Company’s property whether owned or leased. Contractor shall comply with and observe all applicable regulatory security procedures and requirements, including applicable Federal Energy Regulatory Commission Critical Infrastructure Protection Reliability Standards published at http://www.fHome At Last Facilities.

10. TRAINING. Contractor and permitted subcontractors understand and agree that they may be required to complete training regarding the foregoing at the Company’s sole discretion

11. INDEPENDENT CONTRACTOR. It is agreed that Contractor is an independent business separate from Company and shall perform the Services under this Agreement as an independent contractor, and no principal-agent or employer-employee relationship or joint-venture partnership shall be created with Company. Contractor represents to Company that Contractor and its subcontractors, agents, and employees are properly licensed, fully experienced and qualified (including having all necessary authorizations) to perform the class and type of Services as specified in this Agreement, in addition to being properly insured, equipped, organized, staffed, and financed to handle such Services. Contractor acknowledges that it is responsible for its debts and obligations. Subject to Section 38, Contractor acknowledges that it is free to contract with others for similar services. Contractor shall provide and maintain its own business premises, equipment, and supplies at its sole expense. Subject to and without limiting Contractor’s obligation to perform as required under this Agreement, Contractor understands and agrees that Company has no authority to direct or control Contractor, its subcontractors, suppliers, agents, or employees. Contractor shall perform the Services in an orderly and professional manner in accordance with industry standards. Contractor shall not employ for the Services any personnel or subcontractor unskilled in the work assigned. Contractor shall use prudent business practices in its relationships with subcontractors, suppliers, agents, and employees. Contractor shall not hold itself or its employees out as employees or agents of Company. Prior to commencing Services and upon request of Company, Contractor will provide a list of employees and subcontractor’s employees who will directly execute Services under this Agreement. The employee list will disclose any individuals who are former employees of Company or of any affiliate, parent or subsidiary of Company. Company has the right to disapprove the use of one or more of Contractor’s or subcontractor’s employees who will be executing the Services, and upon such notice of disapproval, Contractor shall immediately cease the use of such individual(s) in executing the Services

12. OWNERSHIP OF INTELLECTUAL PROPERTY. Any idea, invention, work of authorship, drawing, design, formula, algorithm, utility, tool, pattern, compilation, program, device, method, technique, process, improvement, enhancement, modification, development or discovery, whether or not patentable, or copyrightable, or entitled to legal protection as a trade secret or otherwise, that Contractor or any subcontractor may conceive, make, develop, create, reduce to practice, or work on, in whole or in part, in the course of performing the Services (hereinafter, collectively, “Invention”) shall be owned by Company and shall be delivered to Company upon completion of the Services. Contractor agrees that any copyrightable Invention, including without limitation, Contractor’s preliminary formulations and other work on which the copyrightable Invention is based on or derived from, shall constitute a “work made for hire”. Contractor hereby assigns and grants to Company, and shall cause its subcontractors to assign to Company, without royalty or any further consideration, Contractor’s and any subcontractor’s entire right, title and interest in and to any such Inventions, including any work made for hire. At Company’s request, Contractor shall execute, or cause its subcontractors to execute, an assignment or other document confirming such transfer upon the completion of any work made for hire.

  • 12.1 Contractor hereby grants to Company, and shall promptly either cause its subcontractors to grant to Company or shall promptly sublicense to Company, an irrevocable, assignable, nonexclusive royalty-free unrestricted license to use, copy, distribute and make derivatives of any proprietary rights or specialized knowledge of Contractor or any subcontractor that are part of any “Work Product” (defined below) furnished to Company under this Agreement.
  • 12.2 If requested by Company, Contractor agrees to take all actions necessary, at Company’s sole cost and expense, to obtain, maintain or enforce patents, copyrights, trade secrets and other proprietary rights in connection with any Invention, and Contractor agrees that its obligations under this Article shall survive termination or expiration of this Agreement.
  • 12.3 Any and all material and tangibly expressed information prepared, accumulated or developed by Contractor, any subcontractor or their respective employees or representatives, including, without limitation, documents, drawings, designs, calculations, maps, plans, workplans, text, filings, estimates, manifests, certificates, books, specifications, sketches, notes, reports, summaries, analyses, data models and samples, including summaries, extracts, analyses and preliminary or draft materials developed in connection therewith (hereinafter, collectively “Work Product”), shall become the sole property of Company without any further consideration to be provided therefore when (i) prepared or in process, in connection with the Services and (ii) whether or not delivered by Contractor. Contractor shall deliver the Work Product, or any portion thereof, to the Company on request, together with any other requested materials and/or equipment furnished to Contractor by Company hereunder, and, in any event, upon termination or expiration of this Agreement.

13. INDEMNITY.

  • 13.1 As between Company and Contractor, Contractor shall be solely responsible for and Contractor shall indemnify, defend and hold Company, and its current and future parent company, subsidiaries, affiliates and their respective directors, officers, shareholders, employees, agents, representatives, successors and assigns (collectively, including Company, the “Indemnitees”) harmless from and against any and all claims, actions, suits, proceedings, losses, liabilities, penalties, fines, damages, costs or expenses including without limitation, reasonable attorneys fees (including fees and disbursements of in-house and outside counsel) of any kind whatsoever resulting from: (a) injuries to or death of any and all individuals, including, without limitation, members of the general public, or any employee, agent, independent contractor or consultant or affiliate of either Company or Contractor, arising out of or connected in any manner with the performance of Services by Contractor, its subcontractor or any other person performing on behalf of Contractor, (b) damage to, loss, and/or destruction of property, including, without limitation, to, property of Company or Contractor arising out of or connected in any manner with the performance of Services by Contractor, its subcontractor or any other person performing on behalf of Contractor, or (c) third party claims of any kind, whether based upon negligence, strict liability or otherwise, arising out of or connected in any manner to Contractor’s or any of its subcontractor’s acts or omissions in breach of this Agreement. This indemnification obligation shall not apply to the extent that injuries, death, loss, damage or destruction is caused by either the willful misconduct of Company or Company’s sole negligence.
  • 13.2 Contractor shall indemnify, defend and hold the Indemnitees harmless from and against any and all claims, actions, suits, proceedings, losses, liabilities, penalties, fines, damages, costs or expenses, including reasonable attorneys’ fees (including fees and disbursements of in-house and outside counsel), of any kind whatsoever arising from or in connection with: (a) actual or alleged infringement or misappropriation by Contractor or any subcontractor or other representative of any patent, copyright, trade secret, trademark, service mark, trade name, or other intellectual property right in connection with the Services, including without limitation, any deliverable or related “work product”; and (b) Contractor’s violation of any third party license to use intellectual property in connection with the Services, including, without limitation, any deliverable or related “work product.”
  • 13.3 If any claim or action is brought against Company arising out of or related to this Agreement or the Services provided hereunder, then Contractor shall assume the
    defense of such claim or action, with counsel reasonably acceptable to Company, unless in the opinion of counsel for Company a conflict of interest between Company and Contractor may exist with respect to such claim or action. If a conflict precludes Contractor from assuming the defense, then Contractor shall reimburse Company on a monthly basis for Company’s defense costs through separate counsel of Company’s choice. If Contractor assumes the defense of Company with acceptable counsel, Company, at its sole option and expense, may participate in the defense with counsel of Company’s own choice without relieving Contractor of any of its obligations hereunder.
  • 13.4 Contractor’s obligation to indemnify Company under this Article shall not be limited in any way by any limitation on the amount or type of damages, compensation, penalty or benefits payable by or for Contractor under any statutory scheme, including without limitation, any Workers Compensation Acts, Disability Benefit Acts or other Employee Benefit Acts.

14. INSURANCE. GENERAL REQUIREMENTS. Insurance requirements are set forth as follows, but shall not in any way limit the amount or scope of liability of Contractor under this Agreement. This Article 14 constitutes the minimum insurance and requirements relating thereto.

  • 14.1 EFFECTIVENESS, CERTIFICATES, NOTICE OF CANCELLATION. On or before the effective date of this Agreement, and thereafter during its term, Contractor shall provide Company with original, current certificates of insurance, and renewal certificates of insurance thereafter, executed by a duly authorized representative of each insurer, or by the insurance agent or broker authorized to do so, as evidence of all insurance policies required under this Article. Contractor shall not commence Services until Contractor has obtained all insurance required by this Article and has provided acceptable certificates of insurance. No insurance policy may be canceled, materially revised, or subject to non-renewal without at least thirty (30) calendar days prior written notice being given to Company, ten (10) days for nonpayment of premium. Contractor shall provide Company with renewal certificates of insurance or binders within five (5) business days prior to or after such expiration. Insurance shall be maintained without lapse in coverage during the term of this Agreement. Company shall also be given certified copies of Contractor’s policies of insurance, upon request.
  • 14.2 AS CONTRIBUTION FROM COMPANY. The required policies, and any of Contractor’s policies providing coverage excess of the required policies, shall provide that the coverage is primary for all purposes and Contractor shall not seek any contribution from any insurance or self-insurance maintained by Company
  • 14.3 RATING. All required policies of insurance shall be written by companies having an A. M. Best rating of “A -VII” or better, or equivalent.
  • 14.4 DEDUCTIBLE. Contractor shall be solely responsible for any deductible or self-insured retention on insurance required hereunder.
  • 14.5 ADDITIONAL INSURED. Southern California Gas Company and its parent company, and its subsidiaries, affiliates and their respective officers, directors, employees, agents, representatives, successors and assigns shall be named as an additional insured for all policies listed below in 14.7.1 and 14.7.4. Home At Last Facilities General Liability insurance listed in 14.6.1 shall provide a severability of interest or cross-liability clause.
  • 14.6 Waiver of Subrogation. Each policy of insurance maintained by Contractor below in sections 14.7.1, 14.7.3 and 14.7.4 shall contain a waiver of subrogation in favor of Southern California Gas Company.
  • 14.7 Types of insurance required to be provided by Contractor:
    • 14.7.1 Home At Last Facilities General Liability Insurance. Contractor shall carry and maintain an “occurrence” form Home At Last Facilities general liability policy or policies, insuring against liability arising from bodily injury, death, property damage, personal and advertising injury, products/completed operations liability, contractual liability covering all operations of Contractor for Work performed under this Agreement. There shall be no explosion, collapse or underground exclusion. Such coverage shall be in an amount of not less than $1,000,000.00 per occurrence. If the policy maintains a policy aggregate, such aggregate shall not be less than twice the per occurrence limit.
    • 14.7.2 Home At Last Facilities Automobile Liability Insurance. Contractor shall maintain an automobile liability policy or policies insuring against liability for damages because of bodily injury, death, or damage to property, (including loss of use thereof), and occurring in any way related to the use by or on behalf of Contractor, in pursuit of the Services, including loading or unloading of any of Contractor’s automobiles (including owned, non-owned, leased, rented/or hired vehicles). Such coverage shall be in an amount of not less than $1,000,000.00 combined single limit.
    • 14.7.3 Workers’ Compensation & Employers’ Liability Insurance. In accordance with the laws of the State(s) in which the Work shall be performed, Contractor shall maintain in force workers’ compensation insurance for all of its employees. If applicable, Contractor shall obtain U.S. Longshoremen’s and Harbor Workers compensation insurance, separately, or as an endorsement to workers’ compensation insurance. Contractor shall also maintain Employer’s Liability coverage in an amount of not less than $1,000,000.00 per accident and per employee for disease. In lieu of such insurance, Contractor may maintain a self-insurance program meeting the requirements of the State(s) in which the Services shall be performed along with the required Employer’s Liability insurance.
    • 14.7.4 Pollution Liability Insurance. If applicable to scope of work under this Agreement, Contractor shall maintain pollution liability insurance or insurance policies insuring against liability arising out of activities contemplated under this Agreement or as might be required by federal, state, regional, municipal and local laws, in an amount of not less than $1,000,000 per claim. If the policy maintains a policy aggregate, such aggregate shall not be less than twice the per claim limit.
    • 14.7.5 Professional Liability Insurance. If the Contractor is providing professional design, engineering or other professional services (including Design-Build), Contractor shall maintain Professional Liability insurance covering liability arising out of error, omission, or negligent act in the performance, or lack thereof, of professional services contemplated under this Agreement in an amount of not less than $1,000,000 per claim. If the policy maintains a policy aggregate, such aggregate shall not be less than twice the per claim limit.
  • 14.8 Contractor’s Subcontractors. In accordance with the Article of this Agreement entitled “SUBCONTRACTORS”, Contractor shall accept total responsibility to require all other persons, firms and corporations engaged or employed by Contractor in connection with the performance of the Scope of Work to carry and maintain coverage with limits not less than those required in this Article. Contractor shall incorporate insurance requirement by reference within any contract executed by Contractor and its subcontractors, sub-subcontractors, suppliers, and agents shall cause each subcontractor, sub-subcontractor, supplier, and agent to comply with the terms of this Agreement. Contractor will obtain and verify accuracy in their entirety of certificates of insurance evidencing required coverage prior to permitting its subcontractors, sub-subcontractors, suppliers, and agents from performing work or services on the property of Company. Contractor will furnish original certificates of insurance with additional insured endorsements from all of its subcontractors, sub-subcontractors, suppliers, and agents as evidence thereof as Company may reasonably request.
  • 14.9 Reports. Contractor shall immediately report to Company, and promptly thereafter confirm in writing, the occurrence of any injury, loss or damage incurred by Contractor or its consultants, subcontractors, sub-subcontractors, suppliers, agents or Contractor’s receipt of notice or knowledge of any claim by a third party of any occurrence that might give rise to such a claim over $100,000. Upon completion of Contractor’s Services, Contractor shall submit to Company a written summary of all such injuries, losses, damage, notices or third party claims and occurrences that might give rise to such claims. Nil reports are required.

15. SUPPLIER DIVERSITY. It is the policy of Company to provide maximum opportunity for women; minority and service disabled veteran business enterprises, hereinafter referred to as DBE (Diverse Business Enterprises), to participate in the performance of contracts. Company expects as satisfactory performance to this Agreement, Contractor to utilize DBE subcontractors and suppliers and to use good faith efforts to set and attain goals in parity with Company goals when contracting for work with Company. Contractor shall submit on a timely basis any documentation required by Company to report Contractor’s DBE expenditures in connection with this Agreement.

16. ASSIGNMENT. Contractor shall give personal attention to the execution of the Services herein provided for, and shall not permit this Agreement to be assigned voluntarily, involuntarily or by operation of law; nor employ any subcontractor for the execution of the same or any part thereof, without the express prior written authorization of Company. No such written authorization, however, shall be construed as discharging or releasing Contractor in any way from the performance of the Services or the fulfillment of any obligation specified in this Agreement. Contractor shall remain jointly and severally liable with any permitted assignee for any failure to comply fully with all applicable obligations hereunder this Agreement. Company may assign in whole or in part its rights and obligations under this Agreement at any time without the consent of Contractor.

17. TIME. Time is expressly agreed to be of the essence in any performance related to this Agreement and each, every and all of the terms, conditions and provisions here in.

18. GOVERNING LAW. The formation, interpretation, performance and enforcement of this Agreement shall be governed by and enforced under the laws of the State of California, without reference to principles of conflicts of laws.

19. COMPLIANCE WITH LAWS. Contractor and its subcontractors at all times during performance of the Services shall comply with and observe, all applicable federal, state, regional, municipal and local laws, ordinances, rules, codes, regulations, executive orders, applicable employment, safety and environmental orders and any applicable orders or decrees of administrative agencies, courts or other legally constituted authorities having jurisdiction or authority over Contractor, Company or the Services furnished under this Agreement, as in effect from time to time, including, but not limited to, the Immigration Control Act of 1968 and the Foreign Corrupt Practices Act (15 USCS §§ 78A and 78m et seq).

20. TERMINATION. It is also expressly agreed that Company shall have the right to terminate this Agreement, or any part thereof, at any time for its sole convenience upon thirty (30) business days written notice to Contractor. Contractor shall fully justify and document to Company in writing any termination charges claimed by Contractor (which shall not exceed 110% of the reasonable and actual cost already incurred of direct labor, materials and overhead). In no event shall Contractor be entitled to payment for any Services which has not been authorized by Company, or is not yet performed, or any anticipated profits for any Services that have not been authorized or performed. Any payment of termination charges shall occur within thirty (30) days of receipt of Contractor’s written submittal of charges and justification to Company’s satisfaction. Company shall have the right to review and verify by independent audit, any termination charges claimed by Contractor prior to payment.

21. LIENS. Without limiting the generality of any other provisions herein, Contractor shall indemnify, defend, and hold Company, and its current and future, direct and indirect parent company(ies), subsidiaries, affiliates and their respective directors, officers, shareholders, employees, agents, representatives, successors and assigns harmless from and against any mechanics lien or stop notice claim against Company by Contractor, subcontractors, employees or agents pertaining to the Services specified in this Agreement. If Contractor fails to remove or discharge by bond, payment or otherwise any lien or claim within five (5) business days after Company’s written demand to do so, Company may offset the compensation otherwise payable to Contractor under this Agreement or any other agreement in order to pay such lienors directly.

22. RETENTION. Company shall have the right to withhold a retention from payments due Contractor. The amount of the retention shall be paid within 45 days after completion as defined by California Civil Code Section 3260. Provided, however, the Company may require Contractor to provide conditional or unconditional lien releases, as a condition to withhold the retention and such additional amounts due Contractor as necessary until such liens have been satisfied by Contractor. In addition, Company may use the retention to satisfy directly the claim of any lienor.

23. AUDIT. Company reserves the right to designate its own employee representative(s) or its contracted representative(s) with a certified public accounting firm, who shall have the right to audit and to examine any cost, payment, settlement or other supporting documentation resulting from any Services performed under this Agreement. Any such audit or examination may be undertaken by Company or its contracted representative at reasonable times during normal business hours and in conformance with generally accepted auditing standards. Contractor agrees to fully cooperate with any such audit(s).

  • 23.1 Contractor shall include a similar clause in its arrangements with its subcontractors reserving the right to designate Contractor’s own employee representative(s), its contracted representative(s) from a certified public accounting firm, and/or representative(s) from Company, who shall have the right to audit and to examine any cost, payment, settlement or other supporting documentation resulting from any item related to the Services.
  • 23.3 Company’s right to audit shall extend for a period of five (5) years following the date of final payment under this Agreement. Contractor and each subcontractor shall retain all necessary records and documentation for the entire length of this audit period.

24. TAXES. Contractor assumes exclusive liability for and shall pay before delinquency, all federal, state, regional, municipal or local sales, use, excise and other taxes, charges or contributions imposed on, or with respect to, or measured by the equipment, materials, supplies or labor furnished hereunder, or the wages, salaries or other remunerations paid to individuals employed in connection with, the performance of the Services. Provided that the conditions of indemnification as set forth in this Agreement are satisfied, Contractor shall indemnify, defend and hold Company, and its current and future, direct and indirect parent company(ies), subsidiaries, affiliates and their respective directors, officers, shareholders, employees, agents, representatives, successors and assigns harmless from and against any claim, liability, penalty, interest and expense arising by reason of Contractor’s failure to pay such taxes, charges or contributions.

  • 24.1 Without limiting the generality of this Article, Contractor agrees to treat all individuals performing the Services under this Agreement as employees of Contractor for purposes of federal and state income taxes, Social Security and Medicare taxes, unemployment and disability insurance premiums. No exceptions shall be permitted under this Article without a written Amendment to this Agreement prior to any individual performing any required Services under this Agreement. Contractor agrees that, at any time during the performance of this Agreement, Company shall have the right to audit Contractor’s compliance with this provision in accordance with the Article entitled
  • 24.2 Notwithstanding anything to the contrary set forth herein or in any other written or oral understanding or agreement to which the Parties are parties or by which they are bound, the Parties acknowledge and agree that: (i) any obligations of confidentiality contained herein and therein do not apply and have not applied from the commencement of discussions between the Parties to the tax treatment and tax structure of any transaction related to the Services or any other transactions or arrangements; and (ii) each Party (and each of its employees, representatives, or other agents) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of any transaction and all materials of any kind (including opinions or other tax analyses) that are provided to such Party relating to such tax treatment and tax structure, all within the meaning of Treasury Regulations Section 1.6011-4; provided, however, that the foregoing is not intended to affect any privileges that each Party is entitled, in its sole discretion, to maintain, including with respect to any confidential communications with its attorney or any confidential communications with a federally authorized tax practitioner under Section 7525 of the Internal Revenue Code.

25. VALIDITY. The invalidity, in whole or in part, of any provisions hereof shall not affect the validity of any other provisions hereof.

26. DISPUTES. Any dispute that cannot be resolved between Contractor Representative and Company Representative shall be referred to Company Director – Supply Management and an officer of Contractor for resolution. If Company and Contractor cannot reach an agreement within a reasonable period of time, Company and Contractor shall have the right to pursue litigation as provided for herein. In no event shall the litigation of any controversy or the settlement thereof delay the performance of this Agreement.

  • 26.1 In the event of any litigation to enforce or interpret any terms of this Agreement, unless the parties agree in writing otherwise, such action shall be brought in a Superior Court of the State of California located in either the County of San Diego or the County of Los Angeles (or, if the federal courts have exclusive jurisdiction over the subject matter of the dispute, in either the U.S. District Court for the Southern or Central District of California), and the parties hereby submit to the exclusive jurisdiction of said courts.
  • 26.2 In any action in litigation to enforce or interpret any of the terms of this Agreement, the prevailing party shall be entitled to recover from the unsuccessful party all costs, expenses, (including expert testimony) and reasonable attorneys fees (including fees and disbursements of in-house and outside counsel) incurred therein by the prevailing party.

27. CONFIDENTIALITY. For purposes of this Agreement, the term “Confidential Information” means proprietary information concerning the business, operations and assets of Company its parent company(ies), subsidiaries and/or affiliates, including, without limitation, the terms and conditions of this Agreement or any related agreement, information or materials prepared in connection with the performance of Services under this Agreement, or any related subsequent agreement, designs, drawings, specifications, techniques, models, data, documentation, source code, object code, diagrams, flow charts, research, development, processes, procedures, know-how, manufacturing, development or marketing techniques and materials, development or marketing timetables, strategies and development plans, customer, supplier or personnel names and other information related to customers, suppliers or personnel, pricing policies and financial information, and other information of a similar nature, whether or not reduced to writing or other tangible form, and any other trade secrets. Confidential Information shall not include: (a) information known to Contractor prior to obtaining the same from Company; (b) information in the public domain at the time of disclosure by Contractor; (c) information obtained by Contractor from a third party who did not receive same, directly or indirectly, from Company; or (d) information approved for release by express prior written consent of an authorized officer of Company. Contractor shall have the burden of proof in establishing that its use of Company information is permitted by (a), (b), (c) and/or (d) of this provision.

  • 27.1 Contractor hereby agrees that it shall use the Confidential Information solely for the purpose of performing Services under this Agreement and not in any way detrimental to Company, its parent company (ies), subsidiaries and/or affiliates. Neither Contractor nor its directors, officers, employees, agents or representatives shall use the Confidential Information for their own benefit.
  • 27.2 Contractor agrees to use at least the same degree of care Contractor uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Contractor shall keep confidential and not disclose the Confidential Information. Contractor shall cause each of its directors, officers, employees, agents, representatives, subcontractors and suppliers to become familiar with, and abide by, the terms of this Agreement.
  • 27.3 Notwithstanding any other provisions of this Article, Contractor may disclose any of the Confidential Information in the event, but only to the extent, that, based upon advice of counsel, Contractor is required to do so by the disclosure requirements of any law, rule, regulation or any order, decree, subpoena or ruling or other similar process of any court, governmental agency or regulatory authority. Prior to making or permitting any such disclosure, Contractor shall provide Company with prompt written notice of any such requirement so that Company (with Contractor’s assistance if requested by Company) may seek a protective order or other appropriate remedy.
  • 27.4 Subject to Section 27.2, Contractor shall not, without the prior written consent of Company, disclose to any third party the fact that such Confidential Information has been made available to Contractor.
  • 27.5 At any time upon the request of Company, Contractor shall promptly deliver to Company or destroy if so directed by Company (with such destruction to be certified to Company) all documents (and all copies thereof, however stored) furnished to or prepared by Contractor that contain Confidential Information and all other documents in Contractor’s possession that contain or that are based on or derived from Confidential Information.
  • 27.6 Notwithstanding the return or destruction of all or any part of the Confidential Information, the confidentiality provisions set forth in this Agreement shall nevertheless remain in full force and effect with respect to specific Confidential Information until the date that is five (5) years after the date of disclosure of such Confidential Information, except as to GIS Data and Confidential Information regarding or attributable to Company’s or its Affiliates’ customers (“Confidential Customer Information”). Such term shall be perpetual for GIS Data and Confidential Customer Information. Moreover, Contractor represents, warrants, and covenants that security procedures and practices appropriate to the nature of the GIS Data and Confidential Customer Information involved are in place and will be used at all times with respect thereto to protect it from unauthorized access, destruction, use, modification, or disclosure. Without limiting the generality of the foregoing or any other provision of this Agreement, Contractor shall access, collect, store, use, and disclose the Confidential Customer Information under policies, practices and notification requirements no less protective than those under which Company operates.
  • 27.7 The parties acknowledge that the Confidential Information is valuable and unique, and that damages would be an inadequate remedy for breach of this Agreement and the obligations of Contractor are specifically enforceable. Accordingly, the parties agree that in the event of a breach or threatened breach of this Agreement by Contractor, Company, its parent company (ies), subsidiaries and/or affiliates, who shall be third party beneficiaries of this Agreement, shall be entitled to seek an injunction preventing such breach, without the necessity of proving damages or posting any bond. Any such relief shall be in addition to, and not in lieu of, monetary damages or any other legal or equitable remedy available to Company, its direct and indirect parent company (ies), subsidiaries or affiliates.

28. ENVIRONMENTAL TERMS

  • 28.1. Definitions. For purposes of this Agreement, the following terms shall have the following meanings:
    • 28.1.1. “Hazardous Materials” means any chemical, substance, material, controlled substance, object, product, by-product, residual, condition, solid, gas or waste or combination thereof which is hazardous to human health or safety or the environment due to its ignitability, corrosivity, reactivity, toxicity, or other harmful or potentially harmful properties or affects. Hazardous Materials include, without limitation, any flammable explosives, radioactive materials, hazardous wastes, toxic substances or related materials, and substances defined as “hazardous substances,” “hazardous material,” “hazardous wastes,” or “toxic substances” in, under or pursuant to any Environmental Law (as that term is defined below). “Hazardous Materials” shall also include oil or petroleum and petroleum products, asbestos, and any asbestos containing materials, radon, polychlorinated biphenyls (PCBs), urea formaldehyde insulation, lead paints and coatings, and all of those chemicals, substances, materials, controlled substances, objects, conditions and waste or combinations thereof which now are, or become in the future, listed, defined or regulated in any manner by any Environmental Law (as that term is defined below). For purposes of this Agreement, the terms “encumbrance” and “encroachment” shall not be deemed to include the presence of any Hazardous Material contamination on, in or under the Property or its underlying groundwater.
    • 28.1.2. “Environmental Law” means applicable federal, state, regional, county or local law, regulation, decision of the courts, ordinance, rule, code, order, directive, guideline, permit, or permit conditions which, now or in the future, relate in any way to worker or workplace safety, environmental conditions, environmental quality or policy, or health and safety issues or concerns (including product safety). Environmental Law includes, without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980, (42 USC, §§9601 et seq.), the Resource Conservation and Recovery Act (42 USC, §§6901 et seq.), the Federal Water Pollution Control Act (33 USC §§ 1251 et seq.), the Safe Drinking Water Act (42 USC §§300 et seq.), the Hazardous Materials Transportation Act (49 USC §§ 1801 et seq.), the Carpenter-Presley-Tanner Hazardous Substance Account Act (California Health and Safety Code, §§25300 et seq.), the Toxic Substance Control Act (15 USC §§2601, et seq.), the California Hazardous Waste Control Law (California Health & Safety Code, §§25100 et seq.), the Occupational Safety and Health Act (29 USC §§651 et seq.), the Safe Drinking Water and Toxic Enforcement Act (California Health & Safety Code §§25249.5, et seq.), the California Occupational Safety and Health Act (California Labor Code §§6300 et seq.), the Porter-Cologne Water Quality Control Act (California Water Code §§ 13000 et seq.), and applicable regulations or rules promulgated thereunder.
    • 28.1.3. “Governmental Agency” shall mean any federal, state regional, municipal or local governmental agency or other public or political body having the jurisdiction, mandate, authority or power to regulate, implement, coordinate, administer or enforce any Environmental Law.
  • 28.4 Indemnification. Contractor hereby specifically agrees to indemnify, defend and hold the Indemnitees harmless from and against any and all claims, actions, suits, proceedings, losses, liabilities, penalties, fines, damages, demands, causes of action, costs and expenses including, but not limited to, all reasonable consulting, engineering, attorneys (in-house and outside counsel) or other professional fees including disbursements, which Indemnitees, or any of them, may incur or suffer by reason of:
    (1) any unauthorized release of a Hazardous Material;
    (2) any enforcement or compliance proceeding commenced by or in the name of any Governmental Agency because of an alleged, threatened or actual violation of any Environmental Law;
    (3) any action reasonably necessary to abate, remediate or prevent a violation or threatened violation of any Environmental Law; and/or
    (4) any other cause of whatsoever nature; arising out of or in any way connected with the performance under this Agreement by Contractor, its subcontractor or any other person performing on behalf of Contractor, except to the extent the same were caused by the willful misconduct or sole negligence of the Indemnitees.
  • 28.5. Release. In the event of any unauthorized release of a Hazardous Material, Contractor shall perform the following actions:
    (1) Take all reasonable steps necessary to stop and contain said release;
    (2) Make any report of such release as required under Environmental Law;
    (3) Clean up such release as required by the applicable Governmental Agency.
  • 28.6. Notification. Contractor shall immediately notify Company Representative of the following upon the occurrence of any unauthorized release of Hazardous Material in connection with the Services:
    (1) A description of the release;
    (2) The identification of the Hazardous Material and the volume released;
    (3) Death of any person;
    (4) Property damage;
    (5) Any communication from any Governmental Agency that alleges that Contractor is not acting in compliance with Environmental Law.
    (6) Any communication from any Governmental Agency that affects any of Company’s contractor’s, or any subcontractor’s permits or licenses.
  • 28.7. Reports. Contractor shall submit within 36 hours of the unauthorized release to Company Representative a written report, in a format required by Company describing in detail any event of any unauthorized release of a Hazardous Material which shall include the following information:
    (1) Name and address of Contractor and any subcontractor(s) involved.
    3) Name and address of any injured or deceased persons, if applicable.
    (4) Name and address of any property damage, if applicable.
    (5) A detailed description of the release including the identification of the Hazardous Material, the date and time of the release, the volume released, and the nature of the any environmental contamination.
    (6) A determination of whether any of Company’s personnel, equipment, tools or materials were involved.
    (7) A detailed description of all reports made to any Governmental Agency, and a description of the actions taken to respond to the release.
  • 28.8. No Transportation of Company’s Hazardous Material. Contractor shall NOT (a) transport any Hazardous Material that Company generated for purposes of treatment, storage, recycling and/or disposal; or (b) conduct any treatment, storage, recycling and/or disposal of any Company generated Hazardous Material unless specifically authorized by Company to perform such activities in writing. If Contractor is authorized by Company to perform such activities, then the following terms and
    conditions shall apply:
  • 28.9. Authorized Treatment Facility. Contractor shall not transport any Company generated Hazardous Material to any treatment, storage, recycling and/or disposal facility (hereinafter called “TSDF”) not authorized by Company in writing. Prior to transporting Company generated Hazardous Material in each case, Contractor shall confirm that the TSDF has procured and maintained in effect all licenses, permits, registrations, certificates or other authorizations required by any Environmental Law or Governmental Agency to lawfully receive, handle, transport, store, treat, recycle, incinerate, dispose of, or otherwise manage or use such Hazardous Material. Contractor shall not transport any Company generated Hazardous Material to any TSDF which is unable or fails to provide such confirmation and Contractor shall immediately notify Company. Company reserves the right at any time, in Company’s sole discretion, to cancel its authorization of any TSDF by written notice to Contractor.
  • 28.10. Hazardous Waste Manifest. Company shall, when required by Environmental Law, provide Contractor with a complete and executed Hazardous Waste Manifest or other shipping documentation for Company generated Hazardous Material to be transported for treatment, storage, recycling and/or disposal. Contractor’s transportation, recycling, treatment, storage, and/or disposal of any such Hazardous Material in accordance with this Agreement shall be documented by Contractor utilizing, among other things, the Hazardous Waste Manifest tracking system or other records as required by Environmental Law, copies of which shall be provided to Company within ten (10) days of shipment.
  • 28.11. No Asbestos or Asbestos-Containing Materials (ACM). Contractor shall not supply, sell, deliver or furnish to Company any Products or Goods, pursuant to this Agreement, that contain asbestos or ACM in any concentration or amount whatsoever, unless otherwise consented to in writing by Company, on the basis that no feasible replacement Products or Goods (that do not contain asbestos or ACM) are available.

29. HAZARDOUS MATERIALS.

  • 29.1. Hazardous Materials and Toxic Chemicals. Contractor shall provide the following to Company for each material which Contractor furnishes under this Agreement: (a) a completed Material Safety Data Sheet (MSDS) for each material which contains a hazardous material as defined above; and (b) a written statement for each material that is a Mixture or Trade Name Product which contains a Toxic Chemical subject to the reporting requirements of Section 313 or EPCRA (40 CFR Section 372 et seq.) including: (1) the name and associated CAS (Chemical Abstract Services Registry) number of the Toxic Chemical; (2) the specific concentration at which each such Toxic Chemical is present in each such Mixture or Trade Name Product; and (3) the weight of each such Toxic Chemical in each such Mixture or Trade Name Product. Contractor shall indemnify, defend and hold Indemnitees harmless from and against any and all claims, actions, suits, proceedings, losses, liabilities, penalties, fines, damages, administrative actions, judgments, costs or expenses including expert witness, consulting and attorneys’ fees (including fees and disbursements of in-house and outside counsel) that Company suffers as a result of Contractor’s failure to comply with these requirements.
  • 29.2. Proposition 65. If any part of the Services would require that a warning pursuant to Proposition 65 (California Health & Safety Code sections 25249.5, et seq.), be provided to exposed individuals, then Contractor shall provide such warning to those individuals, including but not limited to members of the public, Company’s employees, Contractor’s employees, and any subcontractor’s employees.

30. USE OF COMPANY EQUIPMENT.

In the event Company loans Contractor any equipment for use under this Agreement, title to said property shall remain in Company. Notwithstanding the foregoing, Contractor shall be responsible for loss, damage, destruction, theft, maintenance, and repair of said property while in the possession of Contractor. Prior to use, Contractor shall have inspected said property and have satisfied Contractor that the property is in good repair and working condition. Contractor shall only allow qualified personnel to operate said equipment. Contractor shall surrender possession of said equipment upon demand by Company.

31. REMEDIES. Contractor agrees that if: (a) Contractor abandons the Services, or (b) Contractor shall become bankrupt or insolvent, or shall assign this Agreement, or sublet any part thereof, without the express prior written authorization of Company, or (c) Contractor, in the sole opinion of Company Representative, violates any of the provisions of this Agreement, or (d) Contractor executes this Agreement in bad faith, or (e) Contractor, in the sole opinion of the Company Representative is not performing the Services in accordance with the terms of this Agreement, Company may notify Contractor, to discontinue all or any part of the Services and Contractor shall thereupon discontinue the Services or such parts thereof. Company shall thereupon have the right to continue and complete the Services or any part thereof, by contract or otherwise, and Contractor shall be liable to Company for any and all loss, penalties, fines, excess cost and consequential, special, incidental and indirect damages incurred by Company in completing the Services caused by Contractor’s failure to execute the requirements of this Agreement. The remedies herein shall be inclusive and additional to any other rights or remedies in law or equity, and no action by Company shall constitute a waiver of any such other rights or remedies. If it is determined for any reason by a tribunal of competent jurisdiction that Contractor was not in default, the party’s rights and obligations shall be the same as if notice of termination had been issued pursuant to the Article entitled “TERMINATION.”

32. EQUAL OPPORTUNITY. This Agreement incorporates Executive Orders No. 11246, 11625, 11701, 11738 and 12138, the Vietnam Era Veterans
Readjustment Act of 1974, the Vocational Rehabilitation Act of 1973, and the regulations thereunder, as amended from time to time, to the extend applicable. Contractor agrees not to discriminate in employment opportunities on the basis of race, color, religion, sex or national origin. Contractor further agrees to comply with applicable laws regarding environmental protection and with respect to affirmative action for qualified veterans and for qualified handicapped persons.

33. NO PUBLICITY. Contractor shall not, without Company’s prior written consent, engage in advertising, promotion or publicity related to this Agreement, or make public use of any Company identification in any circumstances related to this Agreement or otherwise. “Identification” means any corporate name, trade name, trademark, service mark, insignia, symbol, logo or any other product, service or organization designation, or any specification or drawing owned by Company or its affiliates or any representation thereof.

34. EXCUSABLE DELAYS. Contractor shall notify Company in writing immediately of any delay or anticipated delay in Contractor’s performance of this Agreement due to causes or circumstances beyond the reasonable control of Contractor. Notice shall include the reason for and anticipated length of the delay. Company may determine, in its sole judgment, to extend the date of performance for a period equal to the time lost by reason of the delay. Contractor shall not be eligible under any circumstances for additional compensation due to any such extension of time. Any extension of time pursuant to this Article shall be documented by a written amendment to this Agreement signed by both Parties. Examples of such possibly excusable delays are natural calamities, strikes and boycotts, war or civil unrest or governmental actions and other events that are commonly deemed Force Majeure. None of the foregoing, however, shall require Company to grant any extension of time for completing the Services.

35. SUSPENSION OF SERVICES. Company may, at any time, by written notice, require Contractor to stop all, or any portion, of the Services for a period of up to ninety (90) days (“Suspension Period”) and any further period to which the Parties agree. Upon receipt of notice, Contractor shall immediately cease performance under this Agreement for the entire Suspension Period. Prior to the expiration of the Suspension Period, Company shall either: (a) cancel the Suspension Period; (b) permit the Suspension Period to expire whereupon Contractor shall resume its performance of the Services; or (c) terminate this Agreement pursuant to the provisions of the Article entitled “TERMINATION”. If the suspension is canceled or permitted to expire, Contractor shall be granted a corresponding adjustment to all time periods and completion dates. Company shall not be liable for any payments to Contractor for expenses incurred during the Suspension.

36. NO ORAL MODIFICATIONS. No modification of any provisions of this Agreement shall be valid unless in writing and signed by duly authorized representatives of both Parties. Company Representative is not the duly authorized representative for amendments to this Agreement. Representatives of both Parties internally authorized to execute such documents pursuant to its corporate policies shall sign any amendments to this Agreement.

37. NOTICES. All notices to be given under this Agreement shall be in writing and either sent by: (1) pre-paid U.S. first-class mail, in which case notice will be deemed delivered as of two business days after mailing; (2) a nationally recognized pre-paid overnight courier service, in which case notice shall be deemed delivered as of the date shown on the courier’s delivery receipt; or (3) telecopy sent during business hours of the recipient, in which case notice shall be deemed delivered when transmitted provided that a transmission report is generated reflecting the accurate transmission of the notice. All correspondence shall reference the Agreement number. Notices shall be directed to the addresses of the parties on the front page of this Agreement.

38. SEVERAL LIABILITY. In the event that more than one legal entity acquires goods and Services hereunder from Contractor and is a party to this Agreement, compensation payable or other obligations owed by each such entity with respect to any goods and/or Services provided by Contractor under this Agreement shall be exclusively the obligation of the entity that acquires such goods and/or Services. No such entity shall have any liability whatsoever (whether by direct payment, offset or otherwise) in connection with goods and/or Services acquired by any other such entity. Each such entity is severally and not jointly liable to Contractor hereunder, and each such entity disclaims any and all financial or other responsibility, except with respect to goods and/or services that are furnished and invoiced to such entity.

Company-Observed Holidays for 2018 & 2019

New Year’s Day
Martin Luther King Jr’s Birthday
President’s Day
Memorial Day
Independence Day (Observed)
Labor Day
Thanksgiving Day
Day after Thanksgiving Day
Day Before Christmas (Observed)
Christmas Day

Contractor must warrant to the Company that all of Contractor’s employees working on Company property shall be U.S. Citizens or legal residents.

All invoices shall be submitted no later than the 30-days after each billing cycle.

The Company will pay Contractor’s invoices in United States dollars net 30 days after the following requirements are satisfied. Any requirement not satisfied will cause a delay in payment or could cause the invoice to be returned unpaid. In any event, the length of the delay will correspond to the time necessary for the Company to receive complete and valid invoice, which would include:

Correct dollar amount (itemized) per terms specified in the contract.

Receipt and acceptance of service s supplied.

No disputes outstanding

Making payment will not constitute the Company having accepted any terms and conditions other than those specified in this contract.

Supporting documents and records must be maintained by Bidder and remain accessible to the Company for a period of three (3) years following the termination of this Contract. During that time, no supporting documents or records shall be destroyed without prior written authorization from the Company.