00700_-_General_Conditions_(REV_2.2021).pdf

Section 00700 – General Conditions Rev. 7/2020 Page 1 of 63

GENERAL CONDITIONS

Rev. 7/2020 Page 2 of 63

TABLE OF CONTENTS

ARTICLE 1: DEFINITIONS; GENERAL

1.1 Architect.

1.2 Construction Equipment.

1.3 Project Manager.

1.4 Contract Documents.

1.5 Contractor Document Terms.

1.6 Contractor.

1.7 Contractor’s Superintendent.

1.8 Days.

1.9 Defective or Non-Conforming Work.

1.10 Deferred Approval Items.

1.11 Delivery.

1.12 District.

1.13 Division of State Architect “DSA”).

1.14 Drawings and Specifications.

1.15 Field Clarifications.

1.16 Intent and Correlation of Contract

Documents.

1.16.1 Work of the Contract Documents.

1.16.2 Technical Terms.

1.16.3 Conflict in Contract Documents.

1.17 Material Supplier.

1.18 Notice to Proceed.

1.19 Progress Reports; Verified Reports.

1.20 Project.

1.21 Project Inspector.

1.22 Record Drawings.

1.23 Shop Drawings; Samples; Product Data

(“Submittals”).

1.24 Site.

1.25 Supplemental Conditions; Special

Conditions.

1.26 Subcontractors; Sub-Subcontractors.

1.27 Surety.

1.28 Work.

ARTICLE 2: DISTRICT

2.1 Information Required of District.

2.1.1 Surveys; Site Information.

2.1.2 Permits; Fees.

2.1.3 Drawings and Specifications.

2.1.4 Furnishing of Information.

2.2 District’s Right to Stop the Work.

2.3 Partial Occupancy or Use.

2.3.1 District’s Right to Partial Occupancy.

2.3.2 No Acceptance of Defective or

Nonconforming Work.

2.4 The Project Inspector.

2.4.1 Access to Work.

2.4.2 Limitations on Project Inspector.

2.5 District’s Right to Audit

ARTICLE 3: ARCHITECT; PROJECT

MANAGER.

3.1 Administration of the Contract.

3.1.1 Architect and Project Manager

Administration of Contract.

3.1.2 Periodic Site Inspections.

3.1.3 Contractor Responsibility for

Construction Means, Methods and Sequences.

3.1.4 Review of Applications for Payment.

3.1.5 Rejection of Work.

3.1.6 Submittals.

3.1.6.1 Processing of Submittals

through Construction Manager.

3.1.6.2 Architect’s Review.

3.1.6.3 Time for Architect’s Review.

3.1.7 Changes to the Work; Change Orders.

3.1.8 Completion.

3.1.9 Interpretation of Contract Documents.

3.2 Termination of Architect; Substitute

Architect.

ARTICLE 4: THE CONTRACTOR.

4.1 Communications.

4.2 Contractor Review of Contract

Documents.

4.2.1 Examination of Contract Documents.

4.2.2 Field Measurements.

4.2.3 Dimensions; Layouts and Field

Engineering.

4.2.4 Request for Information.

4.2.5 Work in Accordance with Contract

Documents.

4.3 Site Investigations; Subsurface

Conditions

4.3.1 Contractor Investigation.

4.3.2 Subsurface Data.

4.3.3 Subsurface Conditions.

4.3.4 Trenching

4.4 Supervision and Construction Procedures.

4.4.1 Supervision of the Work.

4.4.2 Responsibility for the Work.

4.4.3 Surveys.

4.4.4 Construction Utilities.

4.4.5 Existing Utilities; Removal, Relocation

and Protection.

4.4.6 Conferences and Meetings.

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4.4.6.1 Pre-Construction Conference.

4.4.6.2 Progress Meetings.

4.4.6.3 Special Meetings.

4.4.6.4 Minutes of Meetings.

4.4.7 Temporary Sanitary Facilities.

4.4.8 Use of Site.

4.4.9 Limitations Upon Site Activities

4.4.10 Noise and Dust Control.

4.4.10.1 Noise Control.

4.4.10.2 Dust Control.

4.4.10.3 Contractor Failure to Comply.

4.4.11 Cutting and Patching.

4.4.12 Clean Up.

4.4.13 Access to the Work.

4.4.14 Information to Project Inspector.

4.5 Labor and Materials.

4.5.1 Payment for Labor, Materials and

Services.

4.5.2 Employee Discipline.

4.5.3 Contractor’s Superintendent.

4.5.4 Prohibition on Harassment.

4.5.4.1 District’s Policy Prohibiting

Harassment.

4.5.4.2 Contractor’s Adoption of Anti-

Harassment Policy.

4.5.4.3 Prohibition on Harassment at

the Site.

4.6 Taxes.

4.7 Permits, Fees and Notices; Compliance

with Laws.

4.7.1 Payment of Permits; Fees.

4.7.2 Licenses.

4.7.3 DIR Registration.

4.7.3.1 Contractor and Subcontractor

Compliance.

4.7.3.2 Contractor Obligation to Verify

Subcontractor DIR Registration Status.

4.7.3.3 Contractor Obligation to Request

Substitution of Non-DIR Registered Subcontractor.

4.7.4 Compliance With Laws.

4.7.5 Notice of Variance From Laws.

4.8 Submittals.

4.8.1 Purpose of Submittals.

4.8.2 Contractor’s Submittals.

4.8.2.1 Prompt Submittals.

4.8.2.2 Approval of Subcontractor

Submittals.

4.8.2.3 Verification of Submittal

Information.

4.8.2.4 Information Included in

Submittals.

4.8.2.5 Contractor Responsibility for

Deviations.

4.8.2.6 No Performance of Work

Without Architect Review.

4.8.3 Architect Review of Submittals.

4.8.4 Deferred Approval Items.

4.9 Materials and Equipment.

4.9.1 Specified Materials, Equipment.

4.9.2 Approval of Substitutions or

Alternatives.

4.9.3 Placement of Material and Equipment

Orders.

4.9.4 District’s Right to Place Orders for

Materials and/or Equipment.

4.10 Safety.

4.10.1 Safety Programs.

4.10.2 Safety Precautions.

4.10.3 Safety Signs, Barricades.

4.10.4 Safety Notices.

4.10.5 Safety Coordinator.

4.10.6 Emergencies; First Aid.

4.10.7 Hazardous Materials.

4.10.7.1 General.

4.10.7.2 Prohibition on Use of Asbestos

Construction Building Materials (“ACBMs”)

4.10.7.3 Disposal of Hazardous

Materials.

4.10.7.4 Encountering of Hazardous

Materials.

4.10.7.5 Material Safety Data Sheets.

4.10.7.6 Compliance with Proposition 65.

4.11 Maintenance of Documents.

4.11.1 Documents at Site.

4.11.2 Maintenance of Record Drawings.

4.12 Wage Rates; Employment of Labor.

4.12.1 Limited Exemption

4.12.2 Payment of Prevailing Rates.

4.12.3 Determination of Prevailing Rates.

4.12.4 Posting of Prevailing Wage Rates.

4.12.5 Prevailing Rate Penalty.

4.12.6 Payroll Records.

4.12.7 Prevailing Wage Rate Monitoring and

Enforcement

4.12.8 Public Records Requests.

4.12.9 Penalty for Non-Compliance.

4.12.10 Hours of Work.

4.12.10.1 Limits on Hours of Work.

4.12.10.2 Penalty for Excess Hours.

4.12.10.3 Contractor Responsibility.

4.12.11 Apprentices.

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4.12.11.1 Employment of

Apprentices.

4.12.11.2 Apprenticeship Certificate.

4.12.11.3 Ration of Apprentices to

Journeymen.

4.12.11.4 Exemption from Ratios.

4.12.11.5 Contributions to Trust

Funds.

4.12.11.6 Contractor’s Compliance.

4.12.12 Employment of Independent

Contractors.

4.13 Assignment of Antitrust Claims.

4.14 Patents and Royalties.

ARTICLE 5: SUBCONTRACTORS

5.1 Subcontracts.

5.2 Substitution of Listed Subcontractor.

5.2.1 Substitution Process.

5.2.2 Responsibilities of Contractor Upon

Substitution of Subcontractor.

5.3 Subcontractors’ Work.

ARTICLE 6: INSURANCE; INDEMNITY; BOND

6.1 Workers’ Compensation Insurance;

Employer’s Liability Insurance.

6.2 Commercial General and Automobile

Liability Insurance.

6.3 Builder’s Risk Insurance.

6.4 Insurance Policy Requirements.

6.4.1 Minimum Coverage Amounts.

6.4.2 Required Qualifications of Insurers.

6.5 Evidence of Insurance; Subcontractor’s

Insurance.

6.5.1 Certificates of Insurance.

6.5.2 Certificates of Insurance

Endorsement.

6.5.3 Subcontractors’ Insurance.

6.5.4 Waiver of Subrogation.

6.6 Maintenance of Insurance.

6.7 Contractor’s Insurance Primary.

6.8 Indemnity.

6.9 Payment Bond; Performance Bond.

ARTICLE 7: CONTRACT TIME

7.1 Completion of the Work Within Contract

Time.

7.2 Progress and Completion of the Work.

7.2.1 Time of Essence.

7.2.2 Substantial Completion.

7.2.3 Correction or Completion of the Work

After Substantial Completion.

7.2.3.1 Punchlist.

7.2.3.2 Time for Completing Punchlist

Items.

7.2.4 Final Completion.

7.2.5 Contractor Responsibility for Multiple

Inspections.

7.2.6 Final Acceptance.

7.3 Construction Schedule.

7.3.1 Submittal of Preliminary Construction

Schedule.

7.3.2 Review of Preliminary Construction

Schedule.

7.3.3 Preparation and Submittal of Contract

Construction Schedule.

7.3.4 Revisions to Approved Construction

Schedule.

7.3.5 Updates to Approved Construction

Schedule.

7.3.6 Contractor Responsibility for

Construction Schedule.

7.4 Adjustment of Contract Time.

7.4.1 Excusable Delays.

7.4.2 Compensable Delays.

7.4.3 Unexcusable Delays.

7.4.4 Adjustment of Contract Time.

7.4.4.1 Procedure for Adjustment of

Contract Time.

7.4.4.2 Limitations Upon Adjustment of

Contract Time on Account of Delays.

7.5 Liquidated Damages.

ARTICLE 8: CONTRACT PRICE

8.1 Contract Price.

8.2 Cost Breakdown.

8.3 Progress Payments.

8.3.1 Applications for Progress Payments.

8.3.2 District’s Review of Applications for

Progress Payments.

8.3.3 Architect and Project Inspector Review

of Applications for Progress Payments.

8.3.4 District’s Disbursement of Progress

Payments.

8.3.4.1 Timely Disbursement of

Progress Payments.

8.3.4.2 Untimely Disbursement of

Progress Payments.

8.3.4.3 District’s Right to Disburse

Progress Payments by Joint Checks.

8.3.4.4 No Waiver of Defective or Non-

Conforming Work.

8.3.5 Progress Payments for Changed Work.

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8.3.6 Materials or Equipment Not

Incorporated Into the Work.

8.3.6.1 Limitations Upon Payment.

8.3.6.2 Materials or Equipment

Delivered and Stored at the Site.

8.3.6.3 Materials or Equipment Not

Delivered or Stored at the Site.

8.3.6.4 Materials or Equipment in

Fabrication or Transit.

8.3.7 Exclusions From Progress Payments.

8.3.8 Title to Work.

8.3.9 Substitute Security for Retention.

8.4 Final Payment.

8.4.1 Application for Final Payment.

8.4.2 Conditions Precedent to Disbursement

of Final Payment.

8.4.3 Disbursement of Final Payment.

8.4.4 Waiver of Claims.

8.4.5 Claims Asserted After Final Payment.

8.5 Withholding of Payments.

8.6 Payments to Subcontractors.

ARTICLE 9: CHANGES

9.1 Changes in the Work.

9.2 Oral Order of Change in the Work.

9.3 Contractor Submittal of Data.

9.4 Adjustments to Contract Price and

Contract Time on Account of Changes to the Work.

9.4.1 Adjustment to Contract Price.

9.4.1.1 Mutual Agreement.

9.4.1.2 Determination by the District.

9.4.1.3 Basis for Adjustment of Contract

Price.

9.4.1.3.1 Labor.

9.4.1.3.2 Materials and

Equipment.

9.4.1.3.3 Construction

Equipment.

9.4.1.3.4 Mark-up on Costs of

Changes to the Work.

9.4.1.3.5 Contractor

Maintenance of Records.

9.4.2 Adjustment to Contract Time.

9.4.3 Addition or Deletion of Alternate Bid

Item(s).

9.5 Change Orders.

9.6 Contractor Notice of Changes.

9.7 Disputed Changes.

9.8 Emergencies.

9.9 Minor Changes in the Work.

9.10 Unauthorized Changes.

ARTICLE 10: SEPARATE CONTRACTORS

10.1 District’s Right to Award Separate

Contracts.

10.2 District’s Coordination of Separate

Contractors.

10.3 Mutual Responsibility.

10.4 Discrepancies or Defects.

ARTICLE 11: TESTS AND INSPECTIONS

11.1 Tests; Inspections; Observations.

11.1.1 Contractor’s Notice.

11.1.2 Costs of Tests and Inspections.

11.1.3 Testing/Inspector Laboratory.

11.1.4 Additional Tests, Inspections and

Approvals.

11.2 Delivery of Certificates.

11.3 Timeliness of Tests, Inspections and

Approvals.

ARTICLE 12: UNCOVERING AND

CORRECTION OF WORK

12.1 Inspection of the Work.

12.1.1 Access to the Work.

12.1.2 Limitations Upon Inspections.

12.2 Uncovering of Work.

12.3 Rejection of Work.

12.4 Correction of Work.

12.5 Removal of Non-Conforming or Defective

Work.

12.6 Failure of Contractor to Correct Work.

12.7 Acceptance of Defective or Non-

Conforming Work.

ARTICLE 13: WARRANTIES

13.1 Workmanship and Materials.

13.2 Warranty Work.

13.3 Guarantee.

13.4 Survival of Warranties.

ARTICLE 14: SUSPENSION OF WORK

14.1 District’s Right to Suspend Work.

14.2 Adjustments to Contract Price and

Contract Time.

ARTICLE 15: TERMINATION

15.1 Termination for Cause.

15.1.1 District’s Right to Terminate.

15.1.2 District’s Rights Upon Termination.

15.1.3 Completion by the Surety.

15.1.4 Assignment and Assumption of

Subcontracts.

15.1.5 Costs of Completion.

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15.1.6 Contractor Responsibility for Damages.

15.1.7 Conversion to Termination for

Convenience.

15.1.8 District’s Right to Cumulative.

15.2 Termination for Convenience of the

District.

ARTICLE 16: MISCELLANEOUS

16.1 Governing Law.

16.2 Marginal Headings; Interpretation.

16.3 Successors and Assigns.

16.4 Cumulative Rights and Remedies; No

Waiver.

16.5 Severeability.

16.6 No Assignment by Contractor.

16.7 Gender and Number.

16.8 Independent Contractor Status.

16.9 Notices.

16.10 Dispute; Continuation of Work.

16.11 Dispute Resolution; Arbitration.

16.11.1 Claims Under $375,000.00.

16.11.2 Arbitration.

16.11.3 Inapplicability to Bid Bond.

16.12 Capitalization of Terms.

16.13 Attorneys Fees.

16.14 Provisions Required by Law Deemed

Inserted.

16.15 Days.

16.16 Prohibited Interests.

16.17 Entire Agreement.

MT. SAN ANTONIO COMMUNITY COLLEGE DISTRICT

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ARTICLE 1: DEFINITIONS; GENERAL

1.1 Architect. The Architect is the person or entity identified as such in the Agreement; references to the "Architect" include the Architect's authorized representative.

1.2 Construction Equipment. "Construction Equipment" is equipment utilized for the performance of any portion of the Work, but which is not incorporated into the Work.

1.3 Project Manager. The Project Manager, if any, is the individual or entity designated as such in the Supplemental General Conditions. The Project Manager may be an independent contractor retained by the District and is authorized and empowered to act on behalf of the District. The removal or replacement of the designated Project Manager shall not result in adjustment of the Contract Price or the Contract Time or otherwise affect, limit or restrict Contractor’s obligations hereunder.

1.4 Contract Documents. The Contract Documents consist of the Agreement between the District and the Contractor, Conditions of the Contract (whether General, Special, Supplemental or otherwise), Drawings, Specifications, including addenda thereto issued prior to execution of the Agreement and any other documents listed in the Agreement. The Contract Documents shall include modifications issued after execution of the Agreement. The Contract Documents form the Contract for Construction.

1.5 Contract Document Terms. The term "provide" means "provide complete in place" or to "furnish and install" such item. Unless otherwise provided in the Contract Documents, the terms "approved;" "directed;" "satisfactory;" "accepted;" "acceptable;" "proper;" "required;" "necessary" and "equal" shall mean as approved, directed, satisfactory, accepted, acceptable, proper, required, necessary and equal, in the opinion of the Architect. The term "typical" as used in the Drawings shall require the installation or furnishing of such item(s) of the Work designated as "typical" in all other areas similarly marked as "typical”; Work in such other areas shall conform to that shown as "typical" or as reasonably inferable therefrom.

1.6 Contractor. The Contractor is the person or entity identified as such in the Agreement; references to "Contractor" include the Contractor's authorized representative.

1.7 Contractor's Superintendent. The Contractor's Superintendent is the individual employed by the Contractor whose principal responsibility shall be the supervision and coordination of the Work; the Contractor's Superintendent shall not perform routine construction labor.

1.8 Days. Unless otherwise expressly stated, references to “days” in the contract Documents shall be deemed to be calendar days.

1.9 Defective or Non-Conforming Work. Defective or non-conforming Work is any Work which is unsatisfactory, faulty or deficient by: (a) not conforming to the requirements of the Contract Documents; (b)not conforming to the standards of workmanship of the applicable trade or industry;

(c) not being in compliance with the requirements of any inspection, reference, standard, test, or approval required by the Contract Documents; or (d) damage occurring prior to Final Completion of all of the Work.

1.10 Deferred Approval Items. Deferred approval items are those items that shall not be started until detailed plans, specifications, and engineering calculations have been accepted and signed by the Architect or Engineer.

1.11 Delivery. The term “delivery” used in conjunction with any equipment, materials or other items to be incorporated into the Work shall mean the unloading and storage in a protected condition

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1.12 District. The "District" refers to MT. SAN ANTONIO COMMUNITY COLLEGE DISTRICT and unless otherwise stated, includes the District's authorized representatives, including the Project Manager, the District's Board of Trustees and the District’s officers, employees, agents and representatives.

1.13 Division of State Architect ("DSA"). The DSA is the California Division of the State Architect including without limitation the DSA's Office of Construction Services, Office of Design Services and the Office of Regulatory Services; references to the DSA in the Contract Documents shall mean the DSA, its offices and its authorized employees and agents. The authority of the DSA over the Work and the performance thereof shall be as set forth in the Contract Documents and Title 24 of the California Code of Regulations.

1.14 Drawings and Specifications. The Drawings are the graphic and pictorial portions of the Contract Documents, wherever located and whenever issued, showing generally, the design, location and dimensions of the Work and may include without limitation, plans, elevations, sections, details, schedules or diagrams. The Specifications are that portion of the Contract Documents consisting of the written requirements for materials, equipment, construction systems, standards, criteria and workmanship for the Work and related services. The Drawings and Specifications are intended to delineate and describe the Work and its component parts so as to permit skilled and competent contractors to bid upon the Work and prosecute the same to completion. Large scale Drawings shall take precedence over smaller scale Drawings as to shape and details of construction. Figured dimensions on Drawings shall govern, but Work which is not dimensioned shall be as directed or required by field conditions. Specifications shall govern as to materials, workmanship and installation procedures.

1.15 Field Clarifications. A written or graphic document consisting of supplementary details, instructions or information issued on behalf of the District which clarifies or supplements the Contract Documents and which becomes a part of the Contract Documents upon issuance. Field Clarifications do not constitute an adjustment of the Contract Time or the Contract Price, unless a Change Order relating to a Field Clarification is authorized and issued under the Contract Documents.

1.16 Intent and Correlation of Contract Documents.

1.16.1 Work of the Contract Documents. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work by the Contractor.

The Contract Documents are complementary and what is required by one shall be as binding as if required by all; performance by the Contractor shall be required to the extent consistent with the Contract Documents and reasonably inferable therefrom as being necessary to produce the intended results. Organization of the Specifications into divisions, sections or articles, and the arrangement of Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of Work to be performed by any trade.

Where any portions of the Contract Documents are silent and information appears elsewhere in the Contract Documents, such other portions of the Contract Documents shall control. Work not particularly detailed, marked or specified shall be the same as similar parts that are detailed, marked or specified.

1.16.2 Technical Terms. Unless otherwise stated in the Contract Documents, words or terms which have well-known technical or construction industry meanings are used in the Contract Documents in accordance with such recognized meanings.

1.16.3 Conflict in Contract Documents. Conflicts, inconsistencies or ambiguities in the Contract Documents shall be resolved by the Architect in accordance with Article 3.1.9 of the General Conditions; where conflicts or inconsistencies arise between the Drawings and the Specifications, in resolving such conflicts or inconsistencies, the Architect will be governed generally by the following standards: the Drawings are intended to describe matters relating to

Rev. 7/2020 Page 9 of 63 placement, type, quantity and the like; the Specifications are intended to describe matters relating to quality, materials, compositions, manufacturers and the like. If conflicts exist between portions of the Contract Documents regarding the quality of any item, product, equipment or materials, unless otherwise directed or authorized by the District, the Contractor shall provide the item, product, equipment or material of the highest or more stringent quality.

1.17 Material Supplier. A Material Supplier is any person or entity who only furnishes materials, equipment or supplies for the Work without fabricating, installing or consuming them in the Work.

1.18 Notice to Proceed. The Notice to Proceed is the written notice issued by or on behalf of the District to the Contractor authorizing the Contractor to proceed with commencement of the Work and which establishes the date for commencement of the Contract Time.

1.19 Progress Reports; Verified Reports. Progress Reports, if required, are written reports prepared by the Contractor and periodically submitted to the District in the form and content as required by the Contract Documents. Verified Reports are periodic written reports prepared by the Contractor and submitted to the DSA; Verified Reports shall be in such form and content as required by the applicable provisions of Title 24 of the California Code of Regulations. A material obligation of the Contractor is the preparation of complete and accurate Progress Reports, if required, and Verified Reports as well as the timely submission of the same.

1.20 Project. The Project is the total construction of the Work performed by the Contractor under the Contract Documents which may be the whole or a part of the Project and which may include construction by the District or by separate contractors.

1.21 Project Inspector. The Project Inspector is the individual designated and employed by the District in accordance with the requirements of Title 24 of the California Code of Regulations. The Project Inspector shall be authorized to act on behalf of the District as provided for in the Contract Documents and in Title 24 of the California Code of Regulations, as the same may be amended from time to time.

1.22 Record Drawings. The Record Drawings are a set of the Drawings marked by the Contractor during the performance of the Work to indicate completely and accurately the actual as-built condition of the Work. The Record Drawings shall be sufficient for a capable and qualified draftsman to modify the Drawings to reflect and indicate the Work actually in place at Final Completion of the Work.

1.23 Shop Drawings; Samples; Product Data ("Submittals"). Shop Drawings are diagrams, schedules and other data specially prepared for the Work by the Contractor or a Subcontractor, Sub-Subcontractor, manufacturer, Material Supplier, or distributor to illustrate some portion of the Work. Samples are physical examples of materials, equipment or workmanship forming a part of, or to be incorporated into the Work. Product Data are illustrations, standard schedules, performance charts, instructions, brochures, diagrams and other information furnished by the Contractor to illustrate materials or equipment for some portion of the Work. Shop Drawings, Samples and Product Data prepared or furnished by the Contractor or any of its Subcontractors or Material Suppliers are collectively referred to as “Submittals”.

1.24 Site. The Site is the physical area designated in the Contract Documents for Contractor’s performance, construction and installation of the Work.

1.25 Supplemental Conditions; Special Conditions. If made a part of the Contract Documents, Supplemental Conditions and Special Conditions are supplemental or special provisions, not otherwise provided for in the Agreement or the General Conditions.

1.26 Subcontractors; Sub-Subcontractors. A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work. "Subcontractor" does not include a separate contractor to the District or subcontractors of any separate contractor. A Sub- Subcontractor is a person or entity of any tier, who has a direct or indirect contract with a

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Subcontractor to perform a portion of the Work at the site.

1.27 Surety. The Surety is the person or entity that executes, as surety, the Contractor's Labor and Material Payment Bond and/or Performance Bond.

1.28 Work. The "Work" is the construction and services required by the Contract Documents, whether completed or partially completed, and includes all other labor, materials, equipment or services provided or to be provided by the Contractor to fulfill the Contractor's obligations under the Contract Documents. The Work may constitute the whole or a part of the Project.

ARTICLE 2: DISTRICT

2.1 Information Required of District.

2.1.1 Surveys; Site Information. District may provide information, if any, concerning physical characteristics of the Site, including without limitation, surveys, soils reports, and utility locations.

The Project Manager shall coordinate the availability of such information. Information not provided by the District concerning physical characteristics of the Site which is required shall be obtained by Contractor without adjustment to the Contract Price or the Contract Time.

2.1.2 Permits; Fees. Except as otherwise provided in the Contract Documents, the District shall secure and pay for necessary approvals, easements, assessments and charges required for construction, use or occupancy of permanent structures or for permanent changes in existing facilities which relate to the Work of the Contractor under the Contract Documents. If permits and fees are designated as the responsibility of the Contractor under the Contract Documents, the Contractor shall be solely responsible for obtaining the same; the cost of such permits or fees and any costs incurred by the Contractor in obtaining such permits shall be included within the Contract Price.

2.1.3 Drawings and Specifications. Except as otherwise provided for in the Contract Documents, the District shall furnish the Contractor, free of charge, the number of copies of the Drawings and the Specifications as set forth in the Supplemental Conditions. All of the Drawings and the Specifications provided by the District to the Contractor remain the property of the District; the Contractor shall not use the Drawings or the Specifications in connection with any other work of improvement other than the Work of the Project.

2.1.4 Furnishing of Information. Information or services to be provided by the District under the Contract Documents shall be furnished by the District with reasonable promptness to avoid delay in the orderly progress of the Work. Information about existing conditions furnished by the District under the Contract Documents is obtained from sources believed to be reliable, but the District neither guarantees or warrants that such information is complete and accurate. The Contractor shall verify all information provided by the District. To the extent that the Contract Documents depict existing conditions on or about the Site, or the Work involves the renovation, removal or remodeling of existing improvements, or the Work involves any tie-in or other connection with any existing improvements, the conditions and/or existing improvements depicted in the Contract Documents are as they are believed to exist. Contractor shall bear the risk of any variations between conditions or existing improvements depicted in the Contract Documents and those conditions or existing improvements actually encountered in the performance of the Work. The existence of any variations between conditions or existing improvements depicted in the Contract Documents and those actually encountered in the performance of the Work shall not result in any District liability therefore, nor shall any such variations result in an adjustment of the Contract Time or the Contract Price.

2.2 District's Right to Stop the Work. In addition to the District's right to suspend the Work or terminate the Contract pursuant to the Contract Documents, the District, may, by written order, direct the Contractor to stop the Work, or any portion thereof, until the cause for such stop work order has been eliminated if the Contractor: (i) fails to correct Work which is not in conformity and in accordance with the requirements of the Contract Documents, or (ii) otherwise fails to carry out the Work in conformity and accordance with the Contract Documents. The right of the District to

Rev. 7/2020 Page 11 of 63 stop the Work hereunder shall not be deemed a duty on the part of the District to exercise such right for the benefit of the Contractor or any other person or entity, nor shall the District's exercise of such right waive or limit the exercise of any other right or remedy of the District under the Contract Documents or at law.

2.3 Partial Occupancy or Use.

2.3.1 District's Right to Partial Occupancy. The District may occupy or use any completed or partially completed portion of the Work, provided that: (i) the District has obtained the consent of, or is otherwise authorized by, public authorities with jurisdiction thereof, to so occupy or use such portion of the Work and (ii) the District and the Contractor have accepted, in writing, the responsibilities assigned to each of them for payments, retainage, if any, security, maintenance, utilities, damage to the Work, insurance and the period for correction of the Work and commencement of warranties required by the Contract Documents for such portion of the Work partially used or occupied by the District. If the Contractor and the District are unable to agree upon the matters set forth in (ii) above, the District may nevertheless use or occupy any portion of the Work, with the responsibility for such matters subject to resolution in accordance with the Contract Documents. Immediately prior to such partial occupancy or use of the Work, or portions thereof, the District, the Project Inspector, the Contractor and the Architect shall jointly inspect the portions of the Work to be occupied or to be used to determine and record the condition of the Work. Repairs, replacements or other corrective action noted in such inspection shall be promptly performed and completed by the Contractor so that the portion of the Work to be occupied or used by the District is in conformity with the requirements of the Contract Documents and the District’s occupancy or use thereof is not impaired. The District’s use or occupancy of the Work or portions thereof pursuant to the preceding shall not be deemed “completion” of the Work as that term is used in Public Contract Code §7107.

2.3.2 No Acceptance of Defective or Nonconforming Work. Unless otherwise expressly agreed upon by the District and the Contractor, the District's partial occupancy or use of the Work or any portion thereof, shall not constitute the District's acceptance of the Work not complying with the requirements of the Contract Documents or which is otherwise defective.

2.4 The Project Inspector. In addition to the authority and rights of the Project Inspector as provided for elsewhere in the Contract Documents, all of the Work shall be performed under the observation of the Project Inspector. The performance of the duties of the Project Inspector under the Contract Documents shall not relieve or limit the Contractor's performance of its obligations under the Contract Documents.

2.4.1 Access to Work. The Contractor shall provide the Project Inspector with access to all parts of the Work at any time, wherever located, including ship inspections, and whether partially or completely fabricated, manufactured, furnished or installed. The Project Inspector shall have the authority to stop Work if the Work is not in conformity with the Contract Documents.

2.4.2 Limitations on Project Inspector. The Project Inspector does not have authority to interpret the Contract Documents or to modify the Work depicted in the Contract Documents. No Work inconsistent with the Contract Documents shall be performed solely on the basis of the direction of the Project Inspector, and the Contractor shall be liable to the District for the consequences of all Work performed on such basis.

2.5 District’s Right to Audit. The District and/or the State Allocation Board (SAB) shall have the right to review, obtain, inspect, audit, and copy all the written and electronically stored records of the Contractor pertaining to the Contract and/or Work and any Claim in connection with any of the foregoing, and regarding all applicable laws and/or regulations pertaining to the Contract.

Contractor agrees to provide District and/or SAB with copies of records in computer readable format as well as hard copies of all relevant information requested in writing within ten (10) days of the request. Contractor shall also permit District and/or SAB access to all Contractor premises within ten (10) days of a written request, during normal business hours, for the purpose of interviewing employees and inspecting and copying such books, records, accounts and other material which may be relevant to any dispute between District and Contractor and/or any matter under investigation for purposes of determining compliance with this Contract and/or determining

Rev. 7/2020 Page 12 of 63 compliance with applicable laws, such as, but without limitation, Business and Professions Code §7108.5; Public Contract Code §§4104, 4107, 4107.5; and California Code of Regulations Title 2, Subgroup 11, §______ et seq. Contractor agrees to maintain such records and to allow such audits for a period of up to four (4) years following the date that the Notice of Completion is recorded.

This provision applies equally to electronic records of the Contractor, including any records under its possession, custody or control. The audits may be performed by employees of the District and/or by an outside representative engaged by the District. Contractor records as referred to in this Contract shall include, without limitation, any and all information, materials and data of every kind and character, such as, but not limited to, records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, superintendent reports, drawings, receipts, vouchers, memoranda, shipping invoices and/or tickets, delivery tickets, bills of lading, cost reports, profit and loss statements, all information provided by Contractor to any insurance and/or surety company, and any other material and/or sources of information that may in District’s judgment have any bearing on or pertain to any matters, rights, duties or obligations under and/or covered by any Contract Document. Such records may also include written policies, and/or procedures, time sheets, equipment and/or material inventories, payroll registers, payroll records, cancelled payroll checks, subcontract files (including proposals and/or bids of successful and unsuccessful bidders, bid recaps, etc.), original estimates, estimating worksheets, correspondence, Change Order/Change Order Proposal/ and/or Change Order request files (including documentation covering negotiated settlements), backcharge logs and supporting documentation, invoices and related payment documentation, general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends, and any other Contractor records which may have a bearing on matters of interest to the District in connection with the Contractor dealings with the District. Contractor shall require all of its payees (e.g., Subcontractors, suppliers, materialmen, employees, officers, directors and others) to comply with the provisions of this Section by expressly including the requirements hereof in all written contracts with all such payees. Such requirements are to include that these flow-down right to audit provisions shall be included by such payees in all of their contracts with their Subcontractors of any tier, materialmen, etc. If an audit, inspection and/or examination under this Section discloses overpricing or overcharges of any nature by the Contractor to District in excess of one percent (1%) of the total Contract Amount, then, in addition to all other District rights and remedies, and in addition to making adjustments for the overcharges and/or overpricing, the reasonable actual cost of the District audit, inspection, and/or examination shall be reimbursed to District by Contractor.

Any District assessments shall be made no later than ninety (90) days from the date that District findings are presented to Contractor. The fact that a claim, arbitration, and/or litigation under other sections of the Contract Documents is pending involving the District, Contractor, and/or others, shall not in any way preclude, postpone, or impair in any way, District rights to proceed under this Section.

ARTICLE 3: ARCHITECT; PROJECT MANAGER

3.1 Administration of the Contract.

3.1.1 Architect and Project Manager Administration of Contract. The Architect and the Project Manager will provide administration of the Contract as described in the Contract Documents, and will be the District’s representatives during construction until the time that Final Payment is due the Contractor under the Contract Documents. The Architect and Project Manager will advise and consult with the District and the Project Inspector with respect to the administration of the Contract and the Work. The Architect is authorized to act on behalf of the District to the extent provided for in the Contract Documents; and shall have the responsibilities and powers established by law, including Title 24 of the California Code of Regulations. The Architect and Project Manager are authorized to stop the Work whenever deemed necessary in the sole discretion of the Architect or the Project Manager to insure that the Work is completed in accordance with the Contract Documents.

3.1.2 Periodic Site Inspections. The Contractor should expect that the Project Manager will visit the Site on a daily basis and will inform both Contractor and District of his observations. The Architect will visit the Site at intervals appropriate to the stage of construction to become generally familiar with the progress and quality of the completed Work and to determine, in general, if the Work is

Rev. 7/2020 Page 13 of 63 being performed in a manner indicating that the Work, when completed, will be in accordance with the Contract Documents. The Architect will not be required to make exhaustive or continuous Site inspections to check quality or quantity of the Work. On the basis of Site observations as an architect, the Architect will keep the District informed of the progress of the Work, and will endeavor to guard the District against defects and deficiencies in the Work.

3.1.3 Contractor Responsibility for Construction Means, Methods and Sequences. The Architect and Project Manager will not have control over or charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work, these being solely the Contractor's responsibility. The Architect will not have control over or charge of and will not be responsible for acts or omissions of the Contractor, Subcontractors, or their agents or employees, or of any other persons performing portions of the Work.

3.1.4 Review of Applications for Payment. In accordance with Article 8 hereof, the Architect and Project Manager will review the Contractor's Applications for Progress Payments and for Final Payment, evaluate the extent of Work performed and the amount properly due the Contractor on such Application for Payment.

3.1.5 Rejection of Work. The Architect and the Project Manager are authorized to reject Work which is defective or does not conform to the requirements of the Contract Documents. Whenever the Architect or Project Manager consider it necessary or advisable, for implementation of the intent of the Contract Documents, the Architect or Project Manager will have authority to require additional inspections or testing of the Work, whether or not such Work is fabricated, installed or completed.

Neither this authority of the Architect and Project Manager nor a decision made in good faith by the Architect or Project Manager to exercise or not to exercise such authority shall give rise to a duty or responsibility to the Contractor, Subcontractors, Material Suppliers, their agents or employees, or other persons performing portions of the Work.

3.1.6 Submittals.

3.1.6.1 Processing of Submittals. Submittals required by the Contact Documents shall be prepared by or on behalf of the Contractor in accordance with the requirements of the Contract Documents.

Submittals shall be transmitted by the Contractor to the Architect and the Project Manager. Upon completion of the Architect’s review of a Submittal, the Architect shall transmit the reviewed Submittal to the Project Manager and the Contractor for the contractor’s distribution to its Subcontractor(s) and other affected parties.

3.1.6.2 Architect’s Review. The Architect will review and approve or take other appropriate action upon the Contractor's Submittals, but only for the limited purpose of checking for general conformance with information given and the design concept expressed in the Contract Documents. Review of Submittals is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or performance of equipment or systems, all of which remain the responsibility of the Contractor as required by the Contract Documents. The Architect's review of the Contractor's Submittals shall not relieve the Contractor of its obligations under the Contract Documents. The Architect's review of Submittals shall not constitute approval of safety measures, programs or precautions or, unless otherwise specifically stated by the Architect, of any construction means, methods, techniques, sequences or procedures. The Architect's approval of a specific item in a Submittal shall not indicate approval of an assembly of which the item is a component with the Submittal(s) required and relating to such assembly have been reviewed by the Architect.

3.1.6.3 Time for Architect’s Review. The Architect’s review of Submittals will be conducted promptly so as not to delay or hinder the progress of the Work or the activities of the Contractor, the District or the District’s separate contractors while allowing sufficient time, in the Architect’s reasonable professional judgment, to permit adequate review of Submittals. The foregoing notwithstanding, the Architect’s review and return of Submittals will conform with the time limits and other conditions, if any, set forth in the Specifications or the Submittal Schedule if the Submittal Schedule is required

Rev. 7/2020 Page 14 of 63 by other provisions of the Contract Documents.

3.1.7 Changes to the Work; Change Orders. The Architect and Project Manager will prepare Change Orders, and may authorize minor Changes in the Work which do not result in adjustment of the Contract Time or the Contract Price.

3.1.8 Completion. The Architect and the Project Manager will conduct observations to determine the date(s) of completion of interim milestones and the date(s) of Final Completion. The Project Manager will receive and maintain, for the District's review and records, written warranties and related documents required by the Contract Documents and assembled by the Contractor, and will verify that the Contractor has complied with all requirements of the Contract Documents and is entitled to receipt of Final Payment.

3.1.9 Interpretation of Contract Documents. The Architect will interpret and decide matters concerning the requirements of the Contract Documents on written request of either the District or the Contractor. The Architect's response to such requests will be made with reasonable promptness and within the time limits agreed upon, if any. If no agreement is reached establishing the time for the Architect’s review and response to requests under this Article 3.1.9, the Architect shall be afforded a seven (7) day period for Requests for Information and a fifteen (15) day period for Submittals after receipt of such request to review and respond thereto. Interpretations and decisions of the Architect will be consistent with the intent of and reasonably inferable from the Contract Documents and will be in writing or in the form of drawings. When making such interpretations and decisions, the Architect will endeavor to secure faithful performance by both the District and the Contractor, will not show partiality to either and will not be liable for results of interpretations or decisions so rendered in good faith. The Architect's decisions on matters relating to aesthetic effect will be final if consistent with the intent expressed in the Contract Documents.

The request for an Architect’s decision pursuant to the foregoing shall be delivered to the Project Manager for transmittal to the Architect.

3.2 Termination of Architect; Substitute Architect. In case of termination of employment of the Architect, the District shall appoint a substitute architect whose status under the Contract Documents shall be that of the Architect.

ARTICLE 4: THE CONTRACTOR

4.1 Communications. All communications regarding the Work, the performance thereof or the Contract Documents shall be in writing; verbal communications shall be reduced to writing.

Communications between the Contractor and the District or the Architect shall include the Project Manager. Communications between separate prime contractors, if any, shall be through the Project Manager. Any references made in the Contract Documents to communications between the District and the Contractor shall mean that such communication will be made through the Project Manager.

All written communications between the Contractor and any Subcontractor, Material Supplier or others directly or indirectly engaged by the Contractor to perform or provide any portion of the Work shall be available to the Project Manager and the Architect for review, inspection and reproduction as may be requested from time to time. Failure or refusal of the Contractor to permit the Project Manager or Architect to review, inspect or reproduce such written communications may be deemed a default of Contractor hereunder.

4.2 Contractor Review of Contract Documents.

4.2.1 Examination of Contract Documents. The Contractor shall carefully study and compare the Contract Documents with each other and with information furnished by the District pursuant to the Contract Documents and shall at once report to the District any errors, inconsistencies or omissions discovered. If the Contractor performs any Work knowing, or with reasonable diligence should have known that, it involves an error, inconsistency or omission in the Contract Documents without prior notice to the District of the same, the Contractor shall assume full

Rev. 7/2020 Page 15 of 63 responsibility for such performance and shall bear all attributable costs for correction of the same.

4.2.2 Field Measurements. Prior to commencement of the Work, or portions thereof, the Contractor shall take field measurements and verify field conditions at the Site and shall carefully compare such field measurements and conditions and other information known to the Contractor with information provided in the Contract Documents. Errors, inconsistencies or omissions discovered shall be reported to the District at once.

4.2.3 Dimensions; Layouts and Field Engineering. Unless otherwise expressly provided, dimensions indicated in the Drawings are intended for reference only. The Drawings are intended to be diagrammatic and schematic in nature; the Contractor shall be solely responsible for dimensioning and coordinating the Work of the Contract Documents. All field engineering required for laying out the Work and/or establishing grades for earthwork operations shall be by the Contractor at its expense. Any field engineering or other engineering to be provided or performed by the Contractor under the Contract Documents and required or necessary for the proper execution or installation of the Work shall be provided and performed by the an engineer duly registered under the laws of the State of California in the engineering discipline for such portion of the Work. Upon commencement of any item of the Work, the Contractor is responsible for dimensions of such item of Work and related Work; without adjustment of the Contract Time or Contract Price, the Contractor is responsible for making component parts of the Work fit together properly.

4.2.4 Request for Information. If the Contractor encounters any condition which the Contractor believes, in good faith and with reasonable basis, is the result of an ambiguity, conflict, error or omission in the Contract Documents (collectively “the Conditions”), it shall be the affirmative obligation of the Contractor to timely notify the Architect, in writing, of the Conditions encountered and to request information from the Architect necessary to address and resolve any such Conditions before proceeding with any portion of the Work affected or which may be affected by such Conditions. The Contractor’s notice of the Conditions shall be delivered to the Project Manager and the Architect. If the Contractor fails to timely notify the Architect in writing of any Conditions encountered and the Contractor proceeds to perform any portion of the Work containing or affected by such Conditions the Contractor shall bear all costs associated with or required to correct, remove, or otherwise remedy any portion of the Work affected thereby without adjustment of the Contract Time or the Contract Price.