11-03 LAX RSI Program General Conditions - Attachment 03.pdf

LAX RESIDENTIAL SOUND INSULATION PROGRAM

ATTACHMENT 3:

General Conditions

I

DESIGN BID BUILD CONTRACT GENERAL CONDITIONS

Article No. Article Title

GENERAL

GC- 1 Headings GC- 2 Order of Precedence and Contract Interpretation GC- 3 Contracting Definitions GC- 4 Abbreviations and Acronyms GC- 5 Invalidation of a Condition GC- 6 No Alteration of Contract Terms GC- 7 Contract Bonds GC- 8 Independent Contractor GC- 9 Subcontracts GC- 10 Contractor’s Representations GC- 11 Contractor’s Representative GC- 12 Authority of the Board and LAWA GC- 13 Owner-Furnished Documents and Specifications GC- 14 Ownership and Use of Contract Work Products GC- 15 Work Force GC- 16 Coordination GC- 17 Business Ethics GC- 18 Materials and Workmanship GC- 19 Publicity and Advertising GC- 20 Public Relations GC- 21 Hazardous and Other Regulated Substances GC- 22 Project Site Investigation GC- 23 Rights of Entry GC- 24 Protection and Restoration of Existing Improvements GC- 25 Disabled Access GC- 26 Not Used GC- 27 Not Used GC- 28 Joint Liability GC- 29 City Held Harmless GC- 30 Patent Fees/Royalties GC- 31 No Third-Party Beneficiary GC- 32 Governing Law; Venue GC- 33 Compliance with Applicable Laws GC- 34 Assignment or Transfer Strictly Prohibited GC- 35 Conflict of Interest GC- 36 Waiver GC- 37 Suspension of Work GC- 38 Termination for Convenience GC- 39 Termination for Default GC- 40 Labor and Prevailing Wages

SCHEDULE

GC- 41 Prosecution of Work GC- 42 Progress GC- 43 Delays GC- 44 Extensions of Time GC- 45 Force Majeure GC- 46 Liquidated Damages

II

GC- 47 Scheduling of the Work GC- 48 Substantial Completion GC- 49 Final Inspection, Completion, and Acceptance of the Work

PAYMENT

GC- 50 Taxes GC- 51 Payment Procedures (Payment and Completion) GC- 52 Payroll Records

CHANGES AND DIRECTIVES

GC- 53 Field Directives GC- 54 No Oral Modifications GC- 55 Differing Project Site Conditions GC- 56 Contractor Potential Change Notices GC- 57 Contractor Change Request GC- 58 Change Directives GC- 59 Change Orders GC- 60 Pricing

DISPUTES

GC- 61 Resolution of Disagreements

CLAIMS

GC- 62 Claims

AUDIT

GC- 63 Audits and Records GC- 64 Proprietary or Confidential Information

WARRANTIES

GC- 65 Warranties

ADMINISTRATIVE REQUIREMENTS

GC- 66 City of Los Angeles Administrative Requirements (See Attachment #2) GC- 67 Living Wage and Worker Retention Requirements

GC- 68

Non-discrimination and Equal Employment Practices/Affirmative Action Program

GC- 69 Business Tax Registration GC- 70 Child Support Orders GC- 71 Insurance GC- 72 Contractor Responsibility Program GC- 73 Equal Benefits Ordinance (EBO) GC- 74 First Source Hiring Program for Airport Employers (LAX only) - NOT USED GC- 75 Municipal Lobbying Ordinance GC- 76 Antitrust Claims

END OF DESIGN BID BUILD TABLE OF CONTENTS

DESIGN BID BUILD CONTRACT GENERAL CONDITIONS

GENERAL

GC- 1. HEADINGS

The Section headings appearing herein shall not be deemed to govern, limit, modify or in any manner affect the scope, meaning or intent of the provisions of this Contract.

GC- 2. ORDER OF PRECEDENCE AND CONTRACT INTERPRETATION

Conflicts in the application or interpretation of any parts of the Contract Documents that cannot be resolved shall be interpreted in accordance with the following order of precedence (the first listed being the highest precedence):

• Applicable Laws and Regulations

• Permits

• Executed Change Orders (more recent controlling)

• Executed Contract Agreement

• Special Conditions

• General Conditions

• Project Requirements

• Technical Specifications

• Project Plans/Drawings (detailed plans having greater precedence)

• Reference Documents

Publication Dates: Date of Reference Standard in effect as of date of Notice Inviting Bids except when specific date is specified or when Reference Standard is part of applicable code which includes edition date.

Where compliance with two (2) or more Reference Standards are specified and Reference Standards establish different or conflicting requirements for minimum quantities or quality levels, the more restrictive/most stringent interpretation shall govern. Refer uncertainties and requirements that are different but apparently equal to LAWA for decision before proceeding.

In case of a conflict within a part of a Contract Document, the provision with the more restrictive/most stringent interpretation shall govern.

GC- 3. CONTRACTING DEFINITIONS

ACCEPTANCE – The action by LAWA that confirms that LAWA has inspected the Work and has found it or documentation thereof to be in compliance with Contract Documents.

ACCEPTANCE PERIOD – The period of construction after pre-functional check-out and start-up when functional performance tests, closeout documentation review and training occur, prior to substantial completion and final acceptance.

ACTION SUBMITTALS - Written and graphic information and physical samples that require LAWA’s responsive action.

Activity - A task, event, or other Contract element on a schedule that contributes to completing the contract. Activities have a description, duration and one or more logical ties.

Activity Duration - The total number of actual working days required to perform that Activity.

ACTUAL COST - A verifiable amount paid for labor, materials, equipment, and supplies in the performance of the Work.

Actual Dates - The actual start and finish date of an Activity which occurs prior to the Data Date.

Dates occurring after the Data Date are not actual dates.

ALLOWANCE - An amount established by LAWA for a scope of work which has been identified, but which has not yet been fully defined, and may be used in whole, in part, or not at all.

APPROVAL (in Commissioning) - Acceptance that a piece of equipment or system has been properly installed and functioning in all tested modes according to the contract documents and design intent.

BID PACKAGE – A set of documents and defined scope of construction work assembled to solicit bids from the construction subcontracting community.

BOARD - The Board of Airport Commissioners of the City of Los Angeles.

CERTIFICATE OF SUBSTANTIAL COMPLETION – LAWA’s formal letter to the Contractor that accepts the Work or portion of the Work as substantially complete.

CHECKLISTS (IN COMMISSIONING) - Verification checklists that are developed and used during all phases of the commissioning process, general verification, plus testing, training, and other specific requirements to verify that LAWA’s project requirements and adherence to the contract documents are being achieved.

CITY - The City of Los Angeles or the City of Los Angeles acting through the Board of Airport Commissioners.

COMMISSIONING (Commissioning Process) – is a quality-focused process for enhancing the delivery of a project. The process focuses upon verifying and documenting that the facility and all of its systems and assemblies are planned, designed, installed, tested, operated, and maintained to meet LAWA's project requirements.

CONSTRUCTION DOCUMENTS - The term “Construction Documents” means the plans and specifications for the Project.

CONTRACT AWARD - Award of the Contract by the Board of Airport Commissioners.

CONTRACT COMPLETION DATE - The date LAWA accepts the entire Work as being complete and in compliance with the Contract Documents and authorizes the final payment in accordance with the requirements set forth in these Contract Documents.

CONTRACT DOCUMENTS - The executed Contract Agreement, the General Conditions, Special Conditions, Administrative Requirements, Schedule of Work and Prices, Project Requirements, Technical Specifications, Plans/Drawings and Reference Documents.

CONTRACT TIME - The term set forth in the Contract within which Contractor must achieve Full Close Out of the Work, as adjusted by Change Order. The length of time the Contractor is allowed to complete the Work within the Contract milestones or Contract schedule, as specified by the Contract Documents.

CONTRACTOR - The Individual, Partnership, Corporation, Joint Venture, or other legal entity having a Contract with LAWA to perform the Work.

CONTRACTOR CHANGE REQUEST (CCR) - A change request generated by the Contractor and transmitted to LAWA with supporting documentation to provide LAWA with the Cost and Schedule information and justification for a Change to the Contract.

CONTRACT COMPLETION DATE - The date LAWA accepts the entire Work as being complete and in compliance with the Contract Documents and authorizes the final payment in accordance with the requirements set forth in these Contract Documents.

CONTRACT DOCUMENTS - The executed Contract Agreement, the General Conditions, Special Conditions, Administrative Requirements, Schedule of Work and Prices, Project Requirements, Technical Specifications, Plans/Drawings and Reference Documents.

CONTRACT TERM - The length of time the contractor is allowed to complete the work within the contract milestones or contract schedule, as specified by the contract documents.

CONTROL SYSTEMS - A component of environmental, HVAC, security, baggage, life safety, lighting, etc., for reporting/monitoring and issuing of commands to/from field devices.

COST OF WORK - Cost necessarily and reasonably incurred by the Contractor in the proper performance of the Work only to the extent they are directly related to the Contract.

CRITICAL PATH - The critical path is a series of activities that determines a project's completion time. The duration of the activities on the critical path controls the duration of the entire project; a delay to any of these activities will delay the finish date of the entire project. Critical activities are defined by either the total float or the longest path in the project network.

CRITICAL PATH METHOD (CPM) - A network-based planning technique using activity durations and relationships between activities to mathematically calculate a schedule for the entire contract.

CURRENT SCHEDULE - The most recent LAWA accepted Project schedule, (i.e., Interim Project schedule, Baseline schedule, Monthly Schedule Update, Revised Baseline schedule or Recovery schedule.

DATA DATE - The day after the date through which a schedule is current. Everything occurring earlier than the data date is "as built" and everything on or after the data date is "planned."

DAY - Whether capitalized or not, unless otherwise specifically provided, means calendar day, including weekends and legal holidays. In the case of the plural ‘days,’ those days will be consecutive.

DEFICIENCY - A condition in the installation or function of a component, piece of equipment, or system that is not in compliance with the contract documents.

EARLY COMPLETION TIME - The difference in time between an early scheduled completion date and the contract completion date.

Equal/ or Equal - The product, equipment, or material which is proposed by the contractor for use in the work at no additional cost which in the sole judgment of LAWA is equal to or better than the product or material specified in the contract documents as to function, performance, reliability, quality, and general configuration.

EXECUTIVE DIRECTOR or CHIEF EXECUTIVE OFFICER (CEO) – The General Manager of the City’s Department of Airports is known as the Executive Director or Chief Executive Officer of LAWA or designee.

EXTRA WORK – An item of work that must be performed by the Contractor which is within the general scope of the Contract Document Work but for which no basis of payment is provided by the Contract Documents.

FILE TRANSFER PROTOCOL (FTP) - Communications protocol that enables transfer of files to and from another computer over a network and that serves as the basis for standard Internet protocols. An FTP site is a portion of a network located outside of network firewalls within which internal and external users are able to access files. The LAX RSI will utilize Procore as their system of record.

Float - The difference between the earliest and latest allowable start or finish times for an activity.

Free Float - The amount of time that a scheduled activity can be delayed without delaying the early start date of any immediately following schedule activity.

FUNCTIONAL TESTING - Performance testing of the dynamic function and operations of equipment, systems and interlocks between systems using manual (direct observations) or monitoring methods. Functional testing is the dynamic testing of systems (rather than just components) under full operation (e.g., the chill pump is tested interactively with the chiller functions to see if the pump ramps up and down to maintain the differential pressure set point).

Systems are tested under various modes, such as during low cooling loads, high loads, pressure loads, component failures, unoccupied, varying outside air temperatures, fire alarm, power failure, etc. The systems are operated through all the control system’s sequence of operation and components are verified to be responding as the approved sequences state. Functional Tests are performed after pre-functional Checkouts and startups are complete.

INSPECTION - The LAWA Quality Assurance Manager or designee.

LAWA - Los Angeles World Airports, a department of the City of Los Angeles.

LETTER OF FINAL ACCEPTANCE - Letter generated and signed by LAWA informing the contractor that 1) the final inspection has been made and the work accepted as complete 2) the Notice of Completion and Acceptance of Public works Project is complete, and 3) Retention monies will be released sixty (60) days from the date of the letter if there are no outstanding claims.

LEVEL OF EFFORT (LOE) - Level of effort Activities represent tasks performed in support of other work, or the entire project effort, which do not lend themselves to measurement of discrete accomplishment. Examples of LOE tasks include project accounting, customer liaison, engineering management, project controls, etc. The durations of LOE Activities are defined by the Work they support.

LIQUIDATED DAMAGES - The fixed amount in this Contract which Contractor shall pay as compensation to LAWA for losses when Contractor does not meet a prescribed Contract schedule milestone.

LONGEST PATH - A series of logically linked, and continuous activities that start at the data date and continue to the project completion milestone. The longest path is “the longest continuous path” from start to finish.

MAXIMUM CONTRACT AMOUNT - The maximum amount that LAWA is obligated to pay to the contractor under the terms of the contract.

Milestone - An event Activity that has zero duration and is typically used to represent the beginning or end of a certain stage of the project. A Milestone has a zero (0) day duration but will otherwise function in the network as if it is an Activity.

MUNICIPAL CODE - The Municipal Code of the City of Los Angeles, or Code and Regulations of the City of El Segundo, which includes the Building Code, the Electrical Code, the Mechanical Code, the Plumbing Code, and all other ordinances of the Cities, which are in effect at the time of Bid.

Narrative Report - A document submitted with each schedule that discusses topics related to the basis of the schedule, the project progress and scheduling.

Near Critical Path - A chain of activities with total float greater than that of the critical path but having no more than 10 working days of total float.

NOTICE OF COMPLETION - Upon Final Acceptance of the Work, a Notice of Completion is signed by the homeowner, the contractor, and LAWA designee, and is filed on Procore.

NOTICE TO PROCEED - The written notice by LAWA to the Contractor notifying it to begin work on the Contract or any component thereof.

Open-End Activity - An Activity without at least one predecessor or without at least one successor.

Out-of-Sequence Activity - Any Activity that actually starts in a sequence other than shown in the Current Schedule.

OVERHEAD (FIELD) – Field overhead or General Conditions/Project Requirements costs represent the indirect costs directly related to the construction of the project. Field overhead covers all costs associated with the management of the project and compliance with the Project’s General Conditions or Project Requirements.

OVERHEAD (HOME OFFICE and OFFSITE) – Home Office Overhead (HOH) and other offsite office overhead represents the indirect costs or fixed expenses of operating a business. That is, the costs are not directly related to the construction of the project, the manufacture of a product, or providing a service.

PARTIAL ACCEPTANCE - Any portion of the work which has been completed in accordance with the contract Documents and has been accepted in writing by LAWA for its intended use and purpose.

PERIOD OF PERFORMANCE - The length of time the Contractor is allowed to complete the Work within the Contract milestones or Contract schedule, as specified by the Contract Documents.

PROJECT - Work to be performed by the Contractor as required by the Contract Documents.

PROJECT SITE - The physical location, based on the address for each residence/dwelling unit where the RSI is to be installed, including all areas designated for staging, storage, parking, and temporary offices as indicated in the Contract Documents.

QUALITY ASSURANCE (QA) - Those standards and procedures are exercised by LAWA to ensure that the Contractor constructs the Work in accordance with the Contract Documents.

QUALITY CONTROL(QC) - Those standards, systems, processes, procedures, and activities exercised by the Contractor, subcontractors, and suppliers to ensure that the Work is constructed in accordance with the Contract Documents.

RECORD DRAWING - As- Built Construction Drawings maintained by the Contractor.

REFERENCE STANDARDS - Published specifications, standards, tests and recommended methods of the trade industry or governmental organizations apply to the work.

SPECIFICATION - The General Conditions, Special Conditions, Project Requirements, and the Technical Specifications.

SUBCONTRACTOR – Any individual, firm, partnership, joint venture, or corporation supplying labor, materials, services, supplies, or equipment subcontracted to the Contractor and used directly in the work in accordance with Contract Documents.

SUBSTITUTION - Any product, equipment or material proposed by the Contractor for use in the Work, which is materially different than that specified in the Contract Documents, which in the sole judgment of LAWA benefits LAWA in comparison to the product or material specified in the Contract Documents based upon function, performance, reliability, quality, life-cycle cost, and general configuration.

SURVEYOR - A surveyor with a current California land surveyor license or registered Civil Engineer authorized to practice land surveying in California.

TIME IMPACT ANALYSIS (TIA) - A schedule and narrative report developed specifically to demonstrate what effect a proposed change or delay has on the Current schedule completion date.

TIME-SCALED NETWORK DIAGRAM - A graphic depiction of a CPM schedule comprised of activity bars with relationships for each activity represented by arrows. The tail of each arrow connects to the activity bar for the predecessor and points to the successor.

TOTAL FLOAT - The amount of time that an activity or chain of activities can be delayed before extending the scheduled completion date.

WORK - The scope of work outlined by this Contract which includes all labor, materials, equipment, services, subcontracts, permits, licenses and taxes and all other things necessary for the Contractor to perform its obligations and complete the Project in compliance with the Contract Documents.

GC- 4. ABBREVIATIONS AND ACRONYMS

ADA Americans with Disabilities Act

ADAAG Americans with Disabilities Act Accessibility Guidelines

AL Allowance

BTRC (City of Los Angeles) Business Tax Registration Certificate

CBC California Building Code

COW Cost of Work

CPCN Contractor Potential Change Notice

CPM Critical Path Method

CQC Contractor Quality Control

DWP Los Angeles Department of Water and Power

GC General Contractor

IT Information Technology

LAMC Los Angeles Municipal Code

LAWA Los Angeles World Airports

LAX Los Angeles International Airport

NTP Notice to Proceed

QA Quality Assurance

QC Quality Control

RFI Request for Information

RSI Residential Sound Insulation

SCE Southern California Edison

USA Underground Service Alert

GC- 5. INVALIDATION OF A CONDITION

In the event any covenant, condition, or provision herein contained is held to be invalid by final judgment of any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not in any way affect any other covenant, condition, or provision herein contained, which shall be granted full force and effect and interpreted to implement the lawful intent of the Contract Documents.

It is the intention of the parties hereto that if any provision of this Contract is capable of two constructions, one of which would render the provision void, and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid.

GC- 6. NO ALTERATION OF CONTRACT TERMS

Contractor has no authority to alter, modify, amend, or change the terms of this Contract or any agreement entered into with LAWA or any agreement for any work to be performed on or relating to this Project, except by an executed Change Order executed in compliance with the Contract and subject to the limits on Change Orders expressed in the Contract.

GC-7. CONTRACT BONDS

The Contractor shall file surety bonds with LAWA to be approved by the office of the City Attorney, Airport Division in the amount and for the purposes noted below. Bonds issued by a surety who is listed in the latest version of U.S. Department of Treasury Circular 570, who is authorized to issue bonds in California, and whose bonding limitation shown in said circular is sufficient to provide bonds in the amount required by the Contract. Bonds from all other sureties shall be accompanied by all of the documents enumerated in Code of Civil Procedure 995.660(a). The Contractor shall pay all bond premiums, costs, and incidentals.

Each bond shall incorporate, by reference, the Contract and be signed by both the Contractor and surety and the signature of the authorized agent of the surety shall be notarized.

The Contractor shall provide Payment and Performance bonds on forms provided by LAWA. The “Payment Bond” (Material and Labor bond) shall be for 100 percent (100%) of the Contract price, as amended from time to time, to satisfy claims of material suppliers and mechanics and laborers employed by it on the Work. The bond shall comply with §3248 of the California Civil Code.

The Performance Bond shall be for one hundred percent (100%) of the Contract price as amended from time to time. The Contractor shall submit all bonds within fifteen (15) days of the award of the Contract.

Should any bond become insufficient, the Contractor shall renew the bond within ten (10) days after receiving notice from LAWA.

Should any surety at any time be unsatisfactory to the City, notice will be given to the Contractor to that effect. No further payment shall be deemed due or will be made under the Contract until a new surety shall qualify and be accepted by the City.

Changes in the Work or extensions of time made pursuant to the Contract shall in no way release the Contractor or surety from its obligations. Notice of such changes or extensions shall be waived by the surety.

GC- 8. INDEPENDENT CONTRACTOR

It is the express intention of the parties that the Contractor is an independent contractor and not an employee, agent, joint venture, or partner of the City. Nothing in this Contract should be interpreted or construed as creating or establishing the relationship of employer and employee between the Contractor and the City, or between the Contractor and any official, agent, or employee of the City.

GC- 9. SUBCONTRACTS

For any subcontracted scope of work for which a subcontractor is not identified herein, the Contractor shall provide LAWA with a list of the name and location of business of each subcontractor that will perform work or labor or render services to the Contractor for the construction of the Project.

The Contractor shall be fully responsible to LAWA for the acts, errors and omissions of the subcontractors and all persons directly or indirectly employed by them. The Contractor shall pay each subcontractor promptly the amount allowed the Contractor based on the subcontractor's acceptable work to the extent of subcontractor’s interest therein.

The Contractor shall comply with Chapter 4 of the Public Contract Code including Sections 4100 through 4113. A copy of the Public Contract Code may be found at www.lginfo.ca.gov.

Pursuant to Section 4107, no Contractor whose bid is accepted shall substitute any person as a subcontractor in place of a subcontractor listed in the bid except for the causes and by the procedures established in 4107.5. In all cases, the Contractor must make a request in writing, to LAWA for the substitution of listed subcontractors. Each written request shall include reasons for the substitution. LAWA shall serve a written notice to the listed subcontractor by certified or registered mail to the last known address of the subcontractor giving reasons for the proposed substitution. The listed subcontractor shall have five (5) working days from the date of such notice within which to file with LAWA written objections to the substitution.

Failure to file a written objection pursuant to this Section within the times specified herein shall constitute a waiver of objection to the substitution by the listed subcontractor and, where the grounds for substitution is an inadvertent clerical error, an agreement by the listed subcontractor that an inadvertent clerical error was made.

If a written objection is filed, LAWA shall give five (5) days’ notice to the Contractor and to the listed subcontractor of a hearing by LAWA on the Contractor’s request for substitution. The determination by LAWA shall be final.

Unless otherwise provided in the Contract Documents or when direct communications have been specifically authorized, communications between any subcontractor and LAWA shall be through the Contractor.

By appropriate written agreement, the Contractor shall require each subcontractor, to the extent of the Work to be performed by each subcontractor, to be bound to the Contractor by the terms of the Contract and to assume toward the Contractor all obligations and responsibilities which the Contractor, by the Contract, assumes toward LAWA. The Contractor shall require each subcontractor to enter into similar contracts with all Sub-subcontractors.

The Contractor shall make available to each proposed subcontractor, prior to the execution of the subcontract agreement, copies of the Contract, or portion thereof, to which the subcontractor will be bound and, upon written request of the subcontractor, identify to the subcontractor the terms and conditions of the proposed subcontract agreements which may be at variance with the Contract. Similarly, subcontractors shall make copies of applicable portions of such documents available to their proposed sub-contractors.

http://www.lginfo.ca.gov/

Permission to use subcontractors for any portion of the work not required to be listed as indicated above shall be requested in writing to LAWA. Such requests shall give a description of the Work to be subcontracted and the name, business, address, telephone number, and Contractor license number of the proposed subcontractor together with a copy of the completed and signed subcontractor’s Equal Employment Practices or Affirmative Action forms. Written consent of LAWA shall be received before the subcontracted work is started.

When a portion of the Work which has been subcontracted by the Contractor to an unlisted subcontractor is not being executed in a satisfactory manner, the subcontractor shall be removed immediately upon the written request of LAWA and shall not again be employed on the Work.

GC-10. CONTRACTOR'S REPRESENTATIONS

The Contractor makes certain representations in the Contract Documents, including without limitation, the representation in this GC-10 CONTRACTOR’S REPRESENTATIONS. Contractor is deemed to make these representations by and as a condition of submission of Contractor’s bid.

Following award and execution of the Contract, these representations are deemed republished throughout the performance of the Work of the Contract and shall also be treated as express warranties.

Contractor has at the time of bid, and will throughout performance, carefully and adequately reviewed the Contract Documents and acknowledges that these Contract Documents establish the scope, level of quality, construction intent and the procedures for the construction of the Work to a state of 100% completion.

Contractor has, at the time of bid, and will throughout performance, carefully examine the Project Site and the adjacent areas, has adequately investigated the nature and location of the Work to be performed and has satisfied itself and will continue to satisfy itself as to the general and local conditions which will be applicable, including but not limited to: (1) conditions related to Project Site access and to the transportation, disposal, handling and storage of materials; (2) the availability of labor, water, power and roads; (3) observable physical conditions at the Project Site and existing Project Site conditions including size, utility capacities and connection options of external utilities; (4) the surface conditions of the ground; and (5) the character and availability of the equipment and facilities which will be needed prior to and during the performance of the construction work.

Contractor has at the time of bid, and will throughout performance, have the experience and capability to efficiently and expeditiously accomplish the Work required under this Contract in a timely and satisfactory manner and at the standard of practice of a Contractor with substantial experience in the Work of the Contract. The Contractor shall possess a valid California Class B Contractors License in good standing with the California State Contractors Licensing Board at the time of the Bid and shall remain valid through Final Acceptance of the Work by LAWA.

Each subcontractor selected for the Work shall possess valid California Licenses in good standing with the California State Contractors Licensing Board, appropriate for the portion of the Work that will be accomplished by each subcontractor.

Contractor further represents and warrants it will continuously furnish the necessary personnel to complete the Project on a timely basis as required in this Contract and that such personnel will at all times have the following minimum experience levels: all project managers/superintendents shall have completed a minimum of two (2) similar projects in their job position that collectively have the same or greater value of the Contract. In the event Contractor’s bid and prequalification submittals respond to different criteria, such criteria shall have precedence to the extent such requirements expressly cover the qualifications of a particular job position, otherwise such minimum requirements shall remain in force.

Contractor’s representation and warranties stated herein shall also apply to Contractor’s subcontractors, subject, however, to the minimum experience requirements applying only to subcontractors having a scope of work in excess of $500,000.

GC-11. THE CONTRACTOR’S REPRESENTATIVE

Before starting work, the Contractor, even if a joint venture, shall designate in writing one (1) representative who shall have complete authority to act for it and who shall have experience in the executive management of at least one complete project of similar scope, value, and complexity, and using a substantially similar project delivery model. An alternative representative may be designated as well. The representative or alternate shall be present at the Project Site whenever work is in progress or whenever it is necessary to take measures to protect the Work, persons, or property. Any order of communication given to this representative shall be deemed delivered to the Contractor. In the absence of the Contractor's representative, instructions or directions shall be given by LAWA to the Contractor's superintendent or person in charge of the specific work to which the order applies. Such an order shall be complied with promptly and referred to the Contractor or its representative.

In order to communicate with LAWA, the Contractor’s representative, superintendent, or person in charge of specific work shall be able to speak, read, and write fluently in the English language.

LAWA reserves the right to:

Disapprove any candidate named as the Contractor's representative or alternate who fails to meet the provisions set forth herein.

Remove, without any right to work on the Project, either the Contractor's representative or alternate, who in the sole opinion of LAWA has demonstrated incompetence, lack of ability, or other unsuitability to perform supervision of the Work; and that individual shall not, without permission of LAWA, be re-employed on the Project.

If the Contractor's representative or alternate leaves the employ of the Contractor, the Contractor will be required to replace the individual(s) within fifteen (15) days and to fulfill the requirements of this Subsection. In the interim, the Contractor must name an “Acting Representative.”

Failure to have the Contractor's representative or alternate representative present at the Project Site at all times while work under the Contract is in progress shall at LAWA’s sole discretion constitute suspension of the Work by the Contractor, until such time as said individual(s) is(are) again present at the Project Site.

No payment or any extension of time will be allowed for any work performed in the absence of Contractor’s representative or alternate.

GC- 12. AUTHORITY OF THE BOARD AND LAWA

Within the scope of the Contract, LAWA has the authority to enforce compliance with the Contract Documents. The decision of LAWA is final on all questions relating to quantities; the approval of accredited testing labs; the acceptability of materials, quality of work and equipment; execution, progress, or sequence of work; and interpretation of the Plans, Specifications, or other drawings.

The Contractor should be aware and plan accordingly, that change orders over a certain value (generally $150,000) require Board approval which will result in an increase in the approval time for changes over this value.

LAWA’s liability under this Contract, if any, shall only be to the extent of and shall never exceed the then present appropriation of funds to this Contract.

Notwithstanding any other provision of this Contract, including any exhibits or attachments incorporated herein, and in order for LAWA to comply with its governing legal requirements, LAWA shall have no obligation to make any payments to the Contractor unless the Board shall have first made an appropriation of funds equal to, or in excess of, LAWA’s obligation to make any payments as provided in this Contract. LAWA shall have no obligation to pay for any services provided by the Contractor, purchases made by the Contractor, or expenses incurred by the Contractor, in excess of said appropriation(s), notwithstanding any authorization by Executive Director or LAWA representatives. The Contractor shall have no obligation to provide services, nor to incur any expenses, in excess of the appropriated amount(s) until the Board appropriates additional funds for this Contract.

GC-13. OWNER-FURNISHED DOCUMENTS AND SPECIFICATIONS

LAWA will furnish one electronic of the conformed Project Plans, Drawings and Specifications.

The Contractor shall, upon receipt thereof, check all documents furnished and shall promptly notify LAWA of any missing documents or additional information or drawings are required.

GC-14. OWNERSHIP AND USE OF CONTRACT WORK PRODUCTS

All work documents/products are the property of LAWA and except as otherwise provided in the Contract shall not be used by the Contractor for any purpose other than the Work to be performed under the Contract. Upon completion of the Work, all work products such as but not limited to schedules, budgets, work plans, shop drawings, record drawings, and as-built drawings, including all material in electronic format, shall become the property, including any and all copyrights thereto, of LAWA, such copyrights conveyed to LAWA upon creation and continuing throughout performance of the Work and revision to such works and documents and materials. The Contractor will be permitted to maintain a copy of the Contract Drawings, Technical Specifications, and shop drawings as necessary to maintain a Contract record file.

One set of Contract Drawings and Technical Specifications must be maintained in good condition at the Project Site as record drawings for the purpose of recording "as-built" conditions in order to develop a record of the construction of the Work. On this set, the Contractor shall record daily all changes and deviations in a neat and legible manner. Any deviation between Contract Drawings and Technical Specifications and the Work actually done, no matter how insignificant, must be recorded. Of special concern is that all underground utility structures encountered in performing the Work be correctly located on such Drawings by means of physical ties or dimensions to permanent monuments or structures. When the Work is complete, the Contractor shall deliver this single set of Contract Drawings and Technical Specifications to LAWA. These Drawings must be submitted to and approved by LAWA before final payment is made.

GC-15. WORK FORCE

Only competent workers shall be employed on the Work. Any employed person who is found to be incompetent, intemperate, troublesome, disorderly, or otherwise objectionable, or who fails or refuses to perform work properly and acceptably, shall be immediately removed from the Work by the Contractor and will not be reemployed on the Work.

GC-16. COORDINATION

Coordination The Contractor shall designate a contact person for coordination with LAWA, utility companies, “Other Contractors,” and/or Federal Agencies. The contact person shall have the authority to make decisions for the Contractor firm and shall have binding signatory power for changes in work. The contact person and/or his/ her designee shall be on the Project Site at all times during work activity.

The Contractor shall coordinate, sequence, and organize its work so as to minimize the inconvenience and disruption to the general public to the greatest extent reasonable. Such coordination and mitigation shall include dissemination of information and meeting with or notification to the parties who will be affected by the Work, as appropriate, and shall be undertaken in cooperation with LAWA, and in accordance with any specific Contract Document provisions or direction from LAWA.

Prior to commencement of the Work, the Contractor shall hold pre-installation coordination meetings and prepare coordination drawings that document the pre-planning of the Work. This process shall ensure the installation of the Work is undertaken in an efficient and professional manner in accordance with the Contract Documents. The Contractor’s coordination shall include, but not be limited to, the following:

Coordinate use of Project space and sequence of installation of equipment or other work that is indicated on the Contract Documents. Utilize space efficiently to eliminate conflicts in the installation of the Work and to maximize accessibility for maintenance and repairs.

When necessary, prepare memoranda for distribution to each party involved in the Work outlining special procedures required for coordination and construction. Include such items as required notices, reports, construction restraints and attendance at meetings.

Coordinate schedule and timing of required administrative procedures with other construction activities to avoid conflicts and ensure orderly progress of the Work.

The Contractor shall obtain the approval of LAWA and notify all other affected persons or “Other Contractors” at least forty-eight (48) hours before starting work which may block access or otherwise cause undue difficulty to occupants or users of property affected and shall restore such access to a usable condition or, with LAWA's permission, provide replacement access as soon as possible.

The Contractor shall obtain necessary information and identify equipment locations and other layouts, as available, to avoid interface conflicts and shall be familiar with applicable codes and requirements and perform its work in compliance therewith.

LAWA reserves the right to permit access to the Project Site for the performance of work by “Other Contractors” and persons at such times that LAWA deems proper. The exercise of such reserved right shall in no way or to any extent relieve the Contractor from liability for loss and damage to the Work due to or resulting from its operations or from responsibility for complete execution of the Contract. The Contractor shall cooperate with “Other Contractors” and persons in all matters requiring common effort. Prior to entering the Project Site, the Contractor shall require “Other Contractors” and third parties to sign a LAWA approved form documenting and authorizing Project Site access.

Coordinate execution of the Work with those public utilities, governmental bodies, private utilities, and “Other Contractors” performing work on and adjacent to the worksites. Eliminate or minimize delays in the Work and conflicts with those utilities, bodies, and Contractors.

In case of irreconcilable conflict, LAWA will provide direction that provides the best benefit to the Project.

Communication An orderly system for communication between LAWA and the Contractor is essential to the satisfactory completion of the Work. Communications between the Contractor and LAWA shall be in accordance with the provisions of the Contract Documents.

LAWA Communications with the Contractor - LAWA will transmit, directly or through others, written instructions, responses or other communications to the Contractor's Project Manager or other people identified in writing by the Contractor to receive such communications. The Contractor shall designate (by name) one or more staff members to receive oral and written field communications when the Project Manager is away from the Project Site and to act as the Project Manager's designated representative. During the times that the Project Manager may be temporarily absent, a staff member shall be authorized to act immediately on orders or instructions issued by LAWA. If LAWA finds it necessary to communicate with the Contractor Personnel authorized to receive such communications and none are available to receive such communications, LAWA may suspend all of the Contractor's operations at the Project Site until such communications can be accomplished.

The Contractor shall submit to LAWA all documents required by the Contract Documents and as requested provide reports containing information on scope, schedule, budget, progress, quality, safety, issues, and risks to the Project.

Formal communications from the Contractor to LAWA that are necessary for the performance of the Contract, including documents described in the Contract Documents, and any other written communications, will be addressed to LAWA, unless otherwise specified in the Contract Documents. All written communications or submittals shall be signed by the Contractor's Project Manager or designee in serialized format, and Contractor shall maintain logs available to LAWA for review and reconciliation upon request. Additional requirements regarding submittals are set forth in the Contract Documents.

LAWA expects and the Contractor agrees that the Project Manager is in full charge of all Contractor activity on the Project unless the Contractor has designated in writing other persons authorized to send and receive formal communications, and the specific authority of such designated persons.

Meetings The Contractor shall inform LAWA at least forty-eight (48) hours in advance of any Project-related meeting(s) where the Contractor intends to have a lawyer present.

The Contractor shall make arrangements for meetings and prepare agendas with copies for participants. For meetings between LAWA and the Contractor, LAWA will record minutes and distribute them.

Meetings, as required, will be held for scheduling and coordination of the Work within the requirements of the Contract Documents. In the event conflicts arise, LAWA will make the final decision resolving the conflict in a way to minimize project impact.

The Contractor will be advised of and shall attend Contract meetings as deemed necessary by

LAWA.

GC-17. BUSINESS ETHICS

Contractor or their representatives shall not make, or cause to be made, any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, substantially discounted work, or any other considerations to (1) LAWA representatives, employees, or their relatives, or (2) representatives of subcontractors, or material suppliers or any other individuals, organizations, or businesses receiving funds in connection with this Project.

Contractor employees (or their relatives), agents, or subcontractors shall not receive any cash payments, commissions, employment, gifts, entertainment, free travel, loans, free work, or substantially discounted work or any other considerations from any other Contractors working on this Project or from any LAWA employee, agent, representative.

Contractor agrees to notify a designated LAWA representative within forty-eight (48) hours of any instance where the Contractor becomes aware of a failure to comply with the provisions of this clause.

GC-18. MATERIAL AND WORKMANSHIP

Contractor represents and warrants that it is and will be at all times fully qualified and capable of performing the Work. Contractor warrants that all construction management and construction services shall be performed in accordance with generally accepted professional standards of a professional with expertise in the Work of the Contract Documents, good and sound construction practices, and all requirements of the Contract Documents. Contractor warrants that Work, including but not limited to each item of materials and equipment incorporated therein, shall be new, of suitable grade of its respective kind for its intended use, and free from defects in materials, construction, and workmanship, and for Work performed under a design build or performance specification, free from defects in design, architecture and/or engineering. Contractor warrants that Work shall conform in all respects with all applicable construction requirements of all Applicable Laws as defined herein (to include without limitation federal, state, and local laws, applicable construction codes standards, licenses, and permits, Drawings and Specifications and all descriptions set forth therein), and all other requirements of Contract Documents. Contractor’s representations and warranties regarding the competed Work shall not extend to the negligence of others in the specification of specific equipment, materials, design standards and means or methods of construction where that is specifically shown and expressly required by Contract Documents.

All materials and work quality should be subject to LAWA's approval. The Contractor may supply any of the materials specified or offer an equivalent. LAWA will determine whether the material offered is equivalent to that specified. Adequate time shall be allowed for LAWA to make this determination.

Material and work quality not conforming to the requirements of the Contract Documents shall be considered defective and will be subject to rejection. When LAWA so directs, Contractor shall immediately remove defective work or material from the Project Site, whether in place or not, at Contractor's expense.

If Contractor fails to replace any defective or damaged work or materials after reasonable notice, LAWA retains the right to perform this work by an outside contractor. LAWA will back charge or deduct from the amount to be paid to the Contractor the actual expense for such work plus a fee of fifteen percent (15%) for LAWA’s administrative costs.

Where materials are specified by reference to standard specifications of the American Society for Testing Materials (ASTM), Federal Specifications, or others, all applicable provisions of the designated specifications shall be considered as forming a part of the Contract Documents to the same force and effect as if repeated therein.

All work under this Contract shall be performed in a skillful and workmanlike manner. LAWA may require the Contractor, in writing, to remove from the Work any employee of Contractor that LAWA deems incompetent, careless, or otherwise objectionable.

GC-19. PUBLICITY AND ADVERTISING

Neither the Contractor nor its subcontractors or suppliers shall include any reference to the Contract or to work performed hereunder in any advertising or public relations materials without first obtaining the written approval of LAWA. All information so included shall be factual and shall in no way imply that the City endorses the Contractor or its services or product.

The City shall have the right to photograph, videotape, film or in any other manner record the progress of the Work at any time and to use such materials for any purpose.

No sign will be permitted for advertising the name of the Contractor or any subcontractor. One neat sign with black lettering on a white background may be used to designate the Contractor's shipping and receiving area for this Project. The face of the sign shall not exceed six (6) square feet. This sign shall be subject to approval by LAWA.

No use of information related to the Work is permitted without the written approval of LAWA. The Contractor and any of its subcontractors at any time shall not publish or allow to be published at any time, any…