Common use of Work Authorization Clause in Contracts

Work Authorization. 2.1 Consultant shall submit to Drainage District an individually numbered written Work Authorization in the form (attached hereto as Exhibit C) containing a period of performance with a beginning and end date, a full description of the work to be performed, a work schedule with milestones, a cost not to exceed amount, and a Work Authorization budget. Drainage District and Consultant shall negotiate in good faith the terms and conditions of each such Work Authorization. Consultant shall use its reasonable efforts to perform the Projects in accordance to the schedules and milestones set forth in each Work Authorization. Consultant shall promptly notify Drainage District of any event that will affect completion of the Work Authorization. The Projects shall be performed in accordance with established policies and procedures of Consultant and System. 2.2 Refusal of Consultant to accept a Work Authorization shall be grounds for termination of this Agreement by Drainage District. 2.3 Consultant shall not provide any Services under this Agreement until authorized by Drainage District in a fully executed Work Authorization. Any Services provided by Consultant or any costs incurred by Consultant before issuance of a Work Authorization or after the expiration of a Work Authorization shall be ineligible for payment or reimbursement. 2.4 Work Authorizations are issued at the discretion of the Drainage District. While it is Drainage District’s intent to issue Work Authorizations hereunder, Consultant shall have no cause of action conditioned upon the lack or number of Work Authorizations issued. 2.5 Each Work Authorization shall be signed by the parties and shall become a part of this Agreement. No Work Authorizations will waive Drainage District or Consultant’s responsibilities and obligations established in this Agreement. 2.6 Drainage District shall not be responsible for actions by Consultant or any costs incurred by Consultant prior to the execution of the Work Authorization. Consultant shall allow adequate time for review and approval of any Supplemental Work Authorization by Drainage District prior to expiration of the Work Authorization. 2.7 Under no circumstances shall a Work Authorization be allowed to extend beyond this Agreement’s expiration date as detailed in Section 6, unless an appropriate contract extension has been approved by the Drainage District and set forth in writing. 2.8 Upon satisfactory completion of the Work Authorization as determined by Drainage District, Consultant shall submit the deliverables as specified in the executed Work Authorization to Drainage District for review and acceptance.

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

Work Authorization. 2.1 Consultant After execution of this Agreement, the Engineer shall submit to Drainage District proceed with the work outlined under Article 2 hereof, only as authorized by the Owner through an individually numbered written agreed Work Authorization document in the form (identified in EXHIBIT “E”- Work Authorization Form, attached hereto and made a part of this Agreement. The Engineer will identify, as Exhibit C) containing approved by the Owner, the needed services for the Project, as required through the course of the development to the Project. The Owner shall authorize the Engineer to perform one or more of the agreed tasks identified in EXHIBIT “B”, attached hereto, in the form of individual work authorizations. Upon authorization from the Owner, the Engineer will prepare a period of performance with Work Authorization document, which will include a beginning and end date, a full description of the work to be performed, including a work schedule with description of the tasks and milestones, a cost not to exceed amountwork schedule, and an estimated cost proposal agreed upon by the Owner and the Engineer. The estimated cost proposal shall set forth in detail the computation of the cost of each work task, at the hourly rates established and identified in EXHIBIT “D”, attached hereto. The Work Authorizations shall not waive the Owner’s and the Engineer’s responsibilities and obligations established in this Agreement. The estimated cost proposal for each Work Authorization, developed by the Engineer and approved by the Owner shall be used by the Owner to appropriate a purchase order for the Work Authorization. Each executed Work Authorization shall become a part of this Agreement. Upon satisfactory completion of the Work Authorization, the Engineer shall submit the Project’s deliverables as specified in the executed Work Authorization to the Owner for review and acceptance. Work included in a Work Authorization budget. Drainage District shall not begin until the Owner and Consultant shall negotiate in good faith the terms and conditions of each such Engineer have signed the Work Authorization. Consultant shall use its reasonable efforts to perform All work must be completed on or before the Projects completion date specified in accordance to the schedules and milestones set forth in each Work Authorization, unless extended by written agreement by the Engineer and the Owner. Consultant The Engineer shall promptly notify Drainage District the Owner of any event that will affect completion of the Work Authorization. All Work Authorizations must be executed and completed by both the Engineer and the Owner within the period established for this Agreement as specified in Article 3 hereof. The Projects shall be performed in accordance with established policies and procedures final acceptance by the Owner of Consultant and System. 2.2 Refusal of Consultant to accept a each Work Authorization for the Project shall be grounds for termination serve as evidence of this Agreement by Drainage District. 2.3 Consultant shall not provide any Services completion, on the part of the Engineer, of all services under this Agreement until authorized by Drainage District in a fully executed Work Authorization. Any Services provided by Consultant or any costs incurred by Consultant before issuance insofar as they pertain to that portion of a Work Authorization or after work on the expiration of a Work Authorization shall be ineligible for payment or reimbursement. 2.4 Work Authorizations are issued at the discretion of the Drainage District. While it is Drainage District’s intent to issue Work Authorizations hereunder, Consultant shall have no cause of action conditioned upon the lack or number of Work Authorizations issued. 2.5 Each Work Authorization shall be signed by the parties and shall become a part of this Agreement. No Work Authorizations will waive Drainage District or Consultant’s responsibilities and obligations established in this Agreement. 2.6 Drainage District shall not be responsible for actions by Consultant or any costs incurred by Consultant prior to the execution of the Work Authorization. Consultant shall allow adequate time for review and approval of any Supplemental Work Authorization by Drainage District prior to expiration of the Work Authorization. 2.7 Under no circumstances shall a Work Authorization be allowed to extend beyond this Agreement’s expiration date as detailed in Section 6, unless an appropriate contract extension has been approved by the Drainage District and set forth in writing. 2.8 Upon satisfactory completion of the Work Authorization as determined by Drainage District, Consultant shall submit the deliverables as specified Project identified in the executed Work Authorization to Drainage District for review and acceptanceapplicable work authorization.

Work Authorization. 2.1 Consultant After execution of this Agreement, the Engineer shall submit to Drainage District proceed with the work outlined under Article 2 hereof, only as authorized by the Owner through an individually numbered written agreed Work Authorization document in the form (identified in EXHIBIT “E”- Work Authorization Form, attached hereto and made a part of this Agreement. The Engineer will identify, as Exhibit C) containing approved by the Owner, the needed services for the Project, as required through the course of the development to the Project. The Owner shall authorize the Engineer to perform one or more of the agreed tasks identified in EXHIBIT “B”, attached hereto, in the form of individual work authorizations. Upon authorization from the Owner, the Engineer will prepare a period of performance with Work Authorization document, which will include a beginning and end date, a full description of the work to be performed, including a work schedule with description of the tasks and milestones, a cost not to exceed amountwork schedule, and an estimated cost proposal agreed upon by the Owner and the Engineer. The estimated cost proposal shall set forth in detail the computation of the cost of each work task, at the hourly rates established and identified in EXHIBIT “D”, attached hereto. The Work Authorizations shall not waive the Owner’s and the Engineer’s responsibilities and obligations established in this Agreement. The estimated cost proposal for each Work Authorization, developed by the Engineer and approved by the Owner shall be used by the Owner to appropriate a purchase order for the Work Authorization. Each executed Work Authorization shall become a part of this Agreement. Upon satisfactory completion of the Work Authorization, the Engineer shall submit the Project’s deliverables as specified in the executed Work Authorization to the Owner for review and acceptance. Work included in a Work Authorization budget. Drainage District shall not begin until the Owner and Consultant shall negotiate in good faith the terms and conditions of each such Engineer have signed the Work Authorization. Consultant shall use its reasonable efforts to perform All work must be completed on or before the Projects completion date specified in accordance to the schedules Work Authorization unless extended by written agreement by the Engineer and milestones set forth in each Work Authorizationthe Owner. Consultant The Engineer shall promptly notify Drainage District the Owner of any event that will affect completion of the Work Authorization. All Work Authorizations must be executed and completed by both the Engineer and the Owner within the period established for this Agreement as specified in Article 3 hereof. The Projects shall be performed in accordance with established policies and procedures final acceptance by the Owner of Consultant and System. 2.2 Refusal of Consultant to accept a each Work Authorization for the Project shall be grounds for termination serve as evidence of this Agreement by Drainage District. 2.3 Consultant shall not provide any Services completion, on the part of the Engineer, of all services under this Agreement until authorized by Drainage District in a fully executed Work Authorization. Any Services provided by Consultant or any costs incurred by Consultant before issuance insofar as they pertain to that portion of a Work Authorization or after work on the expiration of a Work Authorization shall be ineligible for payment or reimbursement. 2.4 Work Authorizations are issued at the discretion of the Drainage District. While it is Drainage District’s intent to issue Work Authorizations hereunder, Consultant shall have no cause of action conditioned upon the lack or number of Work Authorizations issued. 2.5 Each Work Authorization shall be signed by the parties and shall become a part of this Agreement. No Work Authorizations will waive Drainage District or Consultant’s responsibilities and obligations established in this Agreement. 2.6 Drainage District shall not be responsible for actions by Consultant or any costs incurred by Consultant prior to the execution of the Work Authorization. Consultant shall allow adequate time for review and approval of any Supplemental Work Authorization by Drainage District prior to expiration of the Work Authorization. 2.7 Under no circumstances shall a Work Authorization be allowed to extend beyond this Agreement’s expiration date as detailed in Section 6, unless an appropriate contract extension has been approved by the Drainage District and set forth in writing. 2.8 Upon satisfactory completion of the Work Authorization as determined by Drainage District, Consultant shall submit the deliverables as specified Project identified in the executed Work Authorization to Drainage District for review and acceptanceapplicable work authorization.

Work Authorization. 2.1 Consultant shall submit to Drainage District an individually numbered written 10/15/2020 Original (E) sent to Xxxxxxx Xxxxxxxxx, Purchasing dept. Work Authorization in the form (attached hereto as Exhibit C) containing a period of performance with a beginning and end date, a full description of the work to be performed, a work schedule with milestones, a cost not to exceed amount, and a Work Authorization budget. Drainage District and Consultant shall negotiate in good faith the terms and conditions of each such Work Authorization. Consultant shall use its reasonable efforts to perform the Projects in accordance to the schedules and milestones set forth in each Work Authorization. Consultant shall promptly notify Drainage District of any event that will affect completion of the Work Authorization. The Projects shall be performed in accordance with established policies and procedures of Consultant and System. 2.2 Refusal of Consultant to accept a Work Authorization shall be grounds for termination of this Agreement by Drainage District. 2.3 Consultant shall not provide any Services under this Agreement until authorized by Drainage District in a fully executed Work Authorization. Any Services provided by Consultant or any costs incurred by Consultant before issuance of a Work Authorization or after the expiration of a Work Authorization shall be ineligible for payment or reimbursement. 2.4 Work Authorizations are issued at the discretion of the Drainage District. While it is Drainage District’s intent to issue Work Authorizations hereunder, Consultant shall have no cause of action conditioned upon the lack or number of Work Authorizations issued. 2.5 Each Work Authorization shall be signed by the parties and shall become a part of this Agreement. No Work Authorizations will waive Drainage District or Consultant’s responsibilities and obligations established in this Agreement. 2.6 Drainage District shall not be responsible for actions by Consultant or any costs incurred by Consultant prior to the execution of the Work Authorization. Consultant shall allow adequate time for review and approval of any Supplemental Work Authorization by Drainage District prior to expiration of the Work Authorization. 2.7 Under no circumstances shall a Work Authorization be allowed to extend beyond this Agreement’s expiration date as detailed in Section 6, unless an appropriate contract extension has been approved by the Drainage District and set forth in writing. 2.8 Upon satisfactory completion of the Work Authorization as determined by Drainage District, Consultant shall submit the deliverables as specified in the executed Work Authorization to Drainage District for review and acceptance.

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

Work Authorization. 2.1 Consultant After execution of this Agreement, the Construction Manager shall submit to Drainage District proceed with the work outlined under Article 2 hereof, only as authorized by the Owner through an individually numbered written agreed Work Authorization document in the form (identified in EXHIBIT “E”- Work Authorization Form, attached hereto and made a part of this Agreement. The Construction Manager will identify, as Exhibit C) containing approved by the Owner, the needed services for the Project, as required through the course of the development to the Project. The Owner shall authorize the Construction Manager to perform one or more of the agreed tasks identified in EXHIBIT “B”, attached hereto, in the form of individual work authorizations. Upon authorization from the Owner, the Construction Manager will prepare a period of performance with Work Authorization document, which will include a beginning and end date, a full description of the work to be performed, including a work schedule with description of the tasks and milestones, a cost not to exceed amountwork schedule, and an estimated cost proposal agreed upon by the Owner and the Construction Manager. The estimated cost proposal shall set forth in detail the computation of the cost of each work task, at the hourly rates established and identified in EXHIBIT “D”, attached hereto. The Work Authorizations shall not waive the Owner’s and the Construction Manager’s responsibilities and obligations established in this Agreement. Notwithstanding the foregoing and anything else to the contrary contained herein, the parties acknowledge that all of the services on Exhibit “B” are included on the 1st Work Authorization, which is expected to be the only Work Authorization under this Agreement. Each executed Work Authorization shall become a part of this Agreement. Upon satisfactory completion of the Work Authorization, the Construction Manager shall submit the Project’s deliverables as specified in the executed Work Authorization to the Owner for review and acceptance. Work included in a Work Authorization budget. Drainage District shall not begin until the Owner and Consultant shall negotiate in good faith the terms and conditions of each such Construction Manager have signed the Work Authorization. Consultant shall use its reasonable efforts to perform All work must be completed on or before the Projects completion date specified in accordance to the schedules and milestones set forth in each Work Authorization, unless extended by written agreement by the Construction Manager and the Owner. Consultant The Construction Manager shall promptly notify Drainage District the Owner of any event that will affect completion of the Work Authorization. All Work Authorizations must be executed and completed by both the Construction Manager and the Owner within the period established for this Agreement as specified in Article 3 hereof. The Projects shall be performed in accordance with established policies and procedures final acceptance by the Owner of Consultant and System. 2.2 Refusal of Consultant to accept a each Work Authorization for the Project shall be grounds for termination serve as evidence of this Agreement by Drainage District. 2.3 Consultant shall not provide any Services completion, on the part of the Construction Manager, of all services under this Agreement until authorized by Drainage District in a fully executed Work Authorization. Any Services provided by Consultant or any costs incurred by Consultant before issuance insofar as they pertain to that portion of a Work Authorization or after work on the expiration of a Work Authorization shall be ineligible for payment or reimbursement. 2.4 Work Authorizations are issued at the discretion of the Drainage District. While it is Drainage District’s intent to issue Work Authorizations hereunder, Consultant shall have no cause of action conditioned upon the lack or number of Work Authorizations issued. 2.5 Each Work Authorization shall be signed by the parties and shall become a part of this Agreement. No Work Authorizations will waive Drainage District or Consultant’s responsibilities and obligations established in this Agreement. 2.6 Drainage District shall not be responsible for actions by Consultant or any costs incurred by Consultant prior to the execution of the Work Authorization. Consultant shall allow adequate time for review and approval of any Supplemental Work Authorization by Drainage District prior to expiration of the Work Authorization. 2.7 Under no circumstances shall a Work Authorization be allowed to extend beyond this Agreement’s expiration date as detailed in Section 6, unless an appropriate contract extension has been approved by the Drainage District and set forth in writing. 2.8 Upon satisfactory completion of the Work Authorization as determined by Drainage District, Consultant shall submit the deliverables as specified Project identified in the executed Work Authorization to Drainage District for review and acceptanceapplicable work authorization.

Work Authorization. 2.1 Consultant After execution of this Agreement, the Engineer shall submit to Drainage District proceed with the work outlined under Article 2 hereof, only as authorized by the Owner through an individually numbered written agreed Work Authorization document in the form (identified in EXHIBIT “E”- Work Authorization Form, attached hereto and made a part of this Agreement. The Engineer will identify, as Exhibit C) containing approved by the Owner, the needed services for the Project, as required through the course of the development to the Project. The Owner shall authorize the Engineer to perform one or more of the agreed tasks identified in EXHIBIT “B”, attached hereto, in the form of individual work authorizations. Upon authorization from the Owner, the Engineer will prepare a period of performance with Work Authorization document, which will include a beginning and end date, a full description of the work to be performed, including a work schedule with description of the tasks and milestones, a cost not to exceed amountwork schedule, and an estimated cost proposal agreed upon by the Owner and the Engineer. The estimated cost proposal shall set forth in detail the computation of the cost of each work task, at the hourly rates established and identified in EXHIBIT “D”, attached hereto. The Work Authorizations shall not waive the Owner’s and the Engineer’s responsibilities and obligations established in this Agreement. The estimated cost proposal for each Work Authorization, developed by the Engineer and approved by the Owner shall be used by the Owner to appropriate a purchase order for the Work Authorization. Each executed Work Authorization shall become a part of this Agreement. Upon satisfactory completion of the Work Authorization, the Engineer shall submit the Project’s deliverables as specified in the executed Work Authorization to the Owner for review and acceptance. Work included in a Work Authorization budget. Drainage District shall not begin until the Owner and Consultant shall negotiate in good faith the terms and conditions of each such Engineer have signed the Work Authorization. Consultant shall use its reasonable efforts to perform All work must be completed on or before the Projects completion date specified in accordance to the schedules and milestones set forth in each Work Authorization, unless extended by written agreement by the Engineer and the Owner. Consultant The Engineer shall promptly notify Drainage District the Owner of any event that will affect completion of the Work Authorization. The Projects shall All Work Authorizations must be performed in accordance with executed and completed by both the Engineer and the Owner within the period established policies and procedures of Consultant and System. 2.2 Refusal of Consultant to accept a Work Authorization shall be grounds for termination of this Agreement by Drainage District. 2.3 Consultant shall not provide any Services under this Agreement until authorized by Drainage District in a fully executed Work Authorization. Any Services provided by Consultant or any costs incurred by Consultant before issuance of a Work Authorization or after the expiration of a Work Authorization shall be ineligible for payment or reimbursement. 2.4 Work Authorizations are issued at the discretion of the Drainage District. While it is Drainage District’s intent to issue Work Authorizations hereunder, Consultant shall have no cause of action conditioned upon the lack or number of Work Authorizations issued. 2.5 Each Work Authorization shall be signed by the parties and shall become a part of this Agreement. No Work Authorizations will waive Drainage District or Consultant’s responsibilities and obligations established in this Agreement. 2.6 Drainage District shall not be responsible for actions by Consultant or any costs incurred by Consultant prior to the execution of the Work Authorization. Consultant shall allow adequate time for review and approval of any Supplemental Work Authorization by Drainage District prior to expiration of the Work Authorization. 2.7 Under no circumstances shall a Work Authorization be allowed to extend beyond this Agreement’s expiration date as detailed in Section 6, unless an appropriate contract extension has been approved by the Drainage District and set forth in writing. 2.8 Upon satisfactory completion of the Work Authorization as determined by Drainage District, Consultant shall submit the deliverables as specified in the executed Work Authorization to Drainage District for review and acceptanceArticle 3 hereof.

Work Authorization. 2.1 4.1 All work to be performed by Consultant under this Agreement must first be authorized in writing by a Work Authorization, in accordance with the requirements of this Article. 4.1.1 Before issuance of any Work Authorization, Consultant shall submit provide Contract Administrator with a written estimate for all charges expected to Drainage District an individually numbered written be incurred for the tasks associated with the Work Authorization. Each Work Authorization (including as amended) may be executed on behalf of County as follows: (a) the Contract Administrator may execute any individual Work Authorization for which the cost to County is $50,000 or less; (b) the Purchasing Director may execute any individual Work Authorization for which the cost to County is within the Purchasing Director’s delegated authority (if required under the Procurement Code, any such Work Authorization shall also be executed by the County Administrator); and (c) any individual Work Authorization above the Purchasing Director’s delegated authority must be approved by the Board. The sum of all Work Authorizations issued under this Agreement in any annual period must not exceed the applicable annual maximum amount stated in Section 6.1. 4.1.2 After complete execution of a Work Authorization under this Agreement, Contract Administrator will issue a Notice to Proceed for that authorized work. Consultant must not commence such work until receipt of a Notice to Proceed. 4.1.3 Any modifications to a Work Authorization will require an amended Work Authorization approved by Contract Administrator, County's Purchasing Director, or Board in accordance with the aggregate dollar limitations set forth above. Consultant’s compensation will not exceed the amount approved in the Work Authorization unless such additional amount received the prior written approval from the appropriate authority. 4.1.4 All Work Authorizations must be delineated in the attached Exhibits E-1, E-2 or X- 0, as applicable, or in a form (attached hereto as Exhibit C) containing substantially similar, and must contain, at a period of performance with a beginning minimum, the following information and end date, a full requirements: 4.1.4.1 A description of the work to be performedundertaken (which description must specify in detail the individual tasks and other activities to be performed by Consultant), a reference to this Agreement under which the work schedule with milestonesto be undertaken is authorized, and a cost statement of the method of compensation. 4.1.4.2 A budget establishing the amount of compensation, which amount will constitute a guaranteed maximum and must not to exceed be exceeded unless prior written approval of County is obtained. If County does not approve an increase in the guaranteed maximum amount, and a Work Authorization budget. Drainage District the need for such action is not the fault of Consultant, the authorization will be terminated, and Consultant will be paid in full for all work completed to that point, but said amount will in no case exceed the guaranteed maximum amount. The information contained in the budget shall negotiate be in good faith sufficient detail to identify the terms and conditions various elements of each such Work Authorization. Consultant shall use its reasonable efforts to perform the Projects in accordance to the schedules and milestones set forth in each Work Authorization. Consultant shall promptly notify Drainage District of any event that will affect costs. 4.1.4.3 A time established for completion of the Work Authorization. The Projects shall be performed in accordance with established policies and procedures of Consultant and System. 2.2 Refusal of Consultant to accept a Work Authorization shall be grounds for termination of this Agreement by Drainage District. 2.3 Consultant shall not provide any Services under this Agreement until authorized by Drainage District in a fully executed Work Authorization. Any Services provided services undertaken by Consultant or any costs incurred by Consultant before issuance for the submission to County of a Work Authorization or after the expiration of a Work Authorization shall be ineligible for payment or reimbursement. 2.4 Work Authorizations are issued at the discretion of the Drainage District. While it is Drainage District’s intent to issue Work Authorizations hereunderdocuments, Consultant shall have no cause of action conditioned upon the lack or number of Work Authorizations issued. 2.5 Each Work Authorization shall be signed by the parties reports, and shall become a part of this Agreement. No Work Authorizations will waive Drainage District or Consultant’s responsibilities and obligations established in other information under this Agreement. 2.6 Drainage District shall not be responsible for actions by Consultant 4.1.4.4 Any other additional instructions or any costs incurred by Consultant prior provision relating to the execution of the Work Authorization. Consultant shall allow adequate time for review and approval of any Supplemental Work Authorization by Drainage District prior to expiration of the Work Authorizationwork authorized under this Agreement. 2.7 Under no circumstances shall a 4.1.4.5 Work Authorization Authorizations must be allowed to extend beyond this Agreement’s expiration date as detailed in Section 6dated, unless an appropriate contract extension has been approved by the Drainage District serially numbered, and set forth in writingsigned. 2.8 Upon satisfactory completion of the Work Authorization as determined by Drainage District, Consultant shall submit the deliverables as specified in the executed Work Authorization to Drainage District for review and acceptance.