━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ SECTION 1 — PLAIN ENGLISH TRANSLATION ━━━━━━━━━━━━━━━━━━━━━━━━━━━━━━ Clause 1 – Duties: You must deliver the services described in Exhibit A to the Commission's reasonable satisfaction. You must name specific key personnel, and you cannot swap them out without the Commission's written approval. You must submit written progress reports with every invoice and meet with the Commission's Contract Manager when needed. Clause 2 – Compensation: You get paid a capped total (amount to be filled in), billed monthly based on actual work done. Invoices must be submitted within 45 days of doing the work, and your final invoice within 60 days of project acceptance. You cannot exceed milestone cost estimates without prior written approval. No payment for work done before the agreement is signed. Clause 3 – Term: The contract runs between two dates (to be filled in) and is not legally binding until the Commission's board formally approves it. Work can only start after you receive a written notice to proceed. Clause 4 – Early Termination: The Commission can terminate anytime for any reason with 30 days' notice, paying only your actual costs to date. They can terminate immediately for your default (insolvency or breach uncured within 10 days), and you'll owe them reprocurement costs. If you want to exit, you must give 120 days' notice — and you're still liable for reprocurement costs. Clause 5 – Indemnification: You must fully defend and cover the Commission for any claims, losses, or damages arising from your negligence, recklessness, or misconduct. You also take full responsibility for all taxes and payroll obligations for your own staff. Clause 6 – Insurance: You must carry, at your own cost: Workers' Compensation, Auto Liability ($1M), General Liability ($1M), and potentially Professional Liability ($1M). The Commission must be named as an additional insured. Policies can't be cancelled without 30 days' notice to the Commission. You must ensure subconsultants carry equivalent coverage. Clause 7 – Laws: You must use professional care to comply with all applicable laws. If there's a conflict between regulations, you must flag it and work with the Commission to resolve it. Clause 8 – Equal Employment Opportunity: You must not discriminate in hiring or employment on any protected grounds. Non-compliance can get the contract terminated and you barred from future Commission contracts. Clause 9 – Harassment: You and your people must not harass Commission employees. Zero tolerance policy applies to vendors and consultants. Clause 10 – Licenses: Any licenses required for this work must be current, valid, and maintained for the entire contract term. Clause 11 – Independent Contractor: You are explicitly classified as an independent contractor, not an employee. You handle your own taxes, insurance, and benefits. The Commission has minimal control over how you work. Clause 12 – Records Retention: You must keep all financial and project records for 5 years after final payment. Federal, state, and Commission auditors can access these records at any time. Clause 13 – Inspection: The Commission (and federal authorities if federal funds are involved) can inspect your work and project files daily, at any reasonable time. Clause 14 – Acknowledgment: All reports and publications must credit the Commission. Clause 15 – Work Products: Everything you create under this contract belongs to the Commission — permanently, royalty-free, and without restriction. It's classified as "work made for hire." You cannot use it commercially. You cannot share any information derived from the work without the Commission's prior written consent. Clause 16 – Safety: You must comply with OSHA rules, follow Commission safety instructions, and wear hard hats and safety vests on the rail line. Same applies to subconsultants. Clause 17 – Modifications: No changes to scope, fees, or team are valid unless in writing and signed. No oral agreements count. Clause 18 – Disputes: California law governs. You must keep working even if there's a dispute. Disputes are first decided internally by the Commission's own Contract Manager and Executive Director — not a neutral party. You can escalate to the Commission's governing board within 30 days of final deliverables. Clause 19 – Audit Disputes: Same process as above, but specifically for audit-related disputes. You can escalate to the Executive Director within 30 days of the final audit report. Clause 20 – Subcontracting: You cannot subcontract any work without written approval, unless it's already listed in the Fee Schedule. All subconsultants over $25,000 must comply with the full contract terms. Clause 21 – Non-Assignment: You cannot transfer this contract to anyone else without the Commission's written consent. Clause 22 – Anti-Corruption: You confirm no bribes or kickbacks were used to get this contract. Breach gives the Commission the right to terminate and recover any corrupt payments. Clause 23 – Notices: All formal communications must be sent by registered or certified mail to the addresses listed. Clause 24 – Entire Agreement: This document (plus Exhibits A and B) is the complete agreement. Prior conversations, emails, or promises don't count. If one clause is invalid, the rest survive.