_Contract_5-Year (add insurance).docx

PHONE: (925) 228-9500

FAX: (925) 372-0192

www.centralsan.org

ROGER S. BAILEY

General Manager

LEAH CASTELLA

Counsel for the District

KATIE YOUNG

Secretary of the District

CONTRACT NO.

WITH

FOR

This Contract is entered into as of the day of , _____, between (Contractor) and the Central Contra Costa Sanitary District (District). For and in consideration of the payment to be made to Contractor, as hereinafter provided, Contractor shall perform all work specified below in accordance with all the provisions of the Contract, consisting of the following documents, which comprise the entire agreement between the District and Contractor, concerning the work, herein:

Contract Title Pages Contractor License Certification Exhibit A General Conditions Exhibit B Special Conditions Exhibit C Pricing and Proposal Data Exhibit D Technical Specifications Exhibit E Insurance Requirements

1. WORK TO BE PERFORMED: Except as specified elsewhere in this Contract, Contractor shall furnish all plant, labor, materials, chemicals, tools, supplies, equipment, transportation, technical and professional services and supervision, and to perform all operations necessary and required to satisfactorily perform the work specified herein; all in accordance with the specifications contained herein. The contract shall be considered a non-exclusive agreement between the parties. The District may elect to competitively bid any repair or project work if deemed to be in the best interest of the District or if required by code or law.

4. PRICE ADJUSTMENTS: Based on Contractor’s written request and justification, the District may approve an increase in unit prices on Exhibit C Pricing and Proposal Data consistent with the amount requested in the justification in an amount not to exceed the increase in the Consumer Price Index for All Urban Consumers (CPI-U) for the San Francisco Bay Area as published by the Bureau of Labor Statistics, or 5%, whichever is less, during the preceding one-year term. If the CPI-U is a negative number, then the unit prices shall not be adjusted for that option year (the unit prices will not be decreased). A negative CPI-U shall be counted against any subsequent increases in the CPI-U when calculating the unit prices for later years. Contractor must provide such written request and justification no less than sixty (60) days before the anniversary date of the Contract. Justification in support of the written request must include a description of the basis for the adjustment, the proposed effective date and the reasons for said date, and the amount of the adjustment requested with documentation to support the requested change (e.g. CPI-U or 5%, whichever is less). District’s approval of this request must be in writing.

5. ANNUAL APPROPRIATION OF FUNDS: Contractor acknowledges that the Contract term may extend over multiple District fiscal years, and that work and compensation under this Contract is contingent on the District Board of Directors appropriating funding for and authorizing such work and compensation for those fiscal years. This Contract may be terminated at the end of the fiscal year for which sufficient funding is not appropriated and authorized. District is not obligated to pay Contractor for any amounts not duly appropriated and authorized by the Board of Directors.

6. AUTHORIZATION: Both the District and Contractor do covenant that each individual executing this document by and on behalf of each part is a person duly authorized to execute contracts for that party.

7. REPORTING REQUIREMENTS: If Contractor is an individual or sole proprietor, Contractor must furnish its Social Security Number (SSN). If Contractor is a corporation or partnership, Contractor must furnish its Federal Employer Identification Number (FEIN). Complete the Taxpayer I.D. Number section below. If the work under this contract is subject to the payment of prevailing wages, Contractor must furnish its Department of Industrial Relations registration number.

In witness whereof, the District and Contractor have executed this Contract on the date first above written.

|X| If checked, Contractor shall complete the following Contractor License Certification.

|X| If checked, Contractor shall complete the following Contractor Department of Industrial Relations Registration.

|X| If checked, the Contractor verifies by signature below receipt of the District Safety Requirements for Treatment Plant and Pumping Stations, either by attachment to this document or by download from the District's website at www.centralsan.org.

CONTRACTOR

address city, state, zip phone

By:

Name Printed:

Title:

Date:

Taxpayer I.D: FEIN

CENTRAL CONTRA COSTA SANITARY DISTRICT

5019 Imhoff Place Martinez, CA 94553 925-228-9500

By:

Stephanie King Contracts and Procurement Administrator

Date:

CONTRACTOR LICENSE CERTIFICATION

Pursuant to the Business and Professions Code of the State of California, Section 7030:

"Contractors are required by law to be licensed and regulated by the Contractor's State License Board. Any questions concerning a contractor may be referred to the Registrar, Contractor's State License Board, 3132 Bradshaw Road, Sacramento, California, Mailing Address: P.O. Box 26000, Sacramento, California 95826."

The undersigned Contractor certifies that it is now licensed in accordance with the provisions of the Contractor's License Law of the State of California, and the number of said license is __________________________, and the classification of said license is ___________________________, and the said license expires __________________.

Company Name

Business Address

Type or Print Name

Title

Dated:

State of Incorporation:

CONTRACTOR DEPARTMENT OF INDUSTRIAL RELATIONS REGISTRATION

Pursuant to California Labor Code section 1725.5, a contractor shall be registered to be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any public work contract. The undersigned Contractor certifies that it is now registered in accordance with the provisions of California Labor Code section 1725.5, and the number of said registration is .

SUBCONTRACTORS

Pursuant to the provisions of Sections 4100 to 4113 inclusive, of the Public Contract Code of the State of California, the undersigned hereby designates below for the project, opposite various portions of the work, the names and locations of the places of business of each Subcontractor who will perform work or labor in an amount in excess of one-half of one percent (1/2 of 1%) of the of the total bid. All work not listed below shall be performed by the undersigned Contractor. It is understood that the Contractor shall not substitute any Subcontractor in place of the Subcontractors herein designated without the consent of the District per Article GC-9 - Subcontracts and Assignments.

EXHIBIT A

CONTRACT GENERAL CONDITIONS

GC-1 ENTIRE AGREEMENT

This Contract embodies the entire agreement between the District and Contractor. The parties shall not be bound by or be liable for any statement, representation, promise, inducement, or understanding of any kind or nature not set forth herein. No changes, amendments, or modifications of any of the terms or conditions of the Contract shall be valid unless reduced to writing and signed by both parties.

GC-2 INDEPENDENT CONTRACTOR

Contractor represents that it is fully experienced and properly qualified to perform the class of work provided for herein, and that it is properly licensed, equipped, organized, and financed to perform such work. Contractor shall act as an independent contractor and not as the agent of the District in performing the Contract, maintaining complete control over its employees and all of its subcontractors. Nothing contained in this Contract or any subcontract awarded by Contractor shall create any contractual relationship between any such subcontractor and the District. Contractor shall perform all work in accordance with its own methods subject to compliance with the Contract.

Contractor shall employ only competent and skilled personnel to perform the work. Contractor shall, if requested to do so by the District in writing, remove from the jobsite any personnel of Contractor. Contractor is responsible for maintaining satisfactory conduct of its employees and those of its subcontractors and maintaining labor relations in such manner as shall provide for harmony among the workers.

Contractor shall comply with and shall cooperate with the District in enforcing jobsite conditions which affect the performance of the work including but not limited to starting and quitting time, smoking regulations, check-in and check-out procedures, jobsite safety regulations, and daily clean-up.

GC-3 AUTHORIZED REPRESENTATIVES

Before starting work, Contractor shall designate a competent, authorized representative acceptable to the District to represent and act for Contractor and shall inform the District in writing of the name and address of such representative together with a clear definition of the scope of his/her authority to represent and act for Contractor and shall specify any and all limitations of such authority. Contractor shall keep District informed of any subsequent changes in the foregoing. All notices, determinations, instructions, and other communications given to the authorized representative by the District shall be binding upon Contractor.

GC-4 NOTICES

Any written notice to be given to Contractor by the District may be delivered in person to Contractor's authorized representative or mailed to the address last given in writing by Contractor.

Notices to District:

CENTRAL CONTRA COSTA SANITARY DISTRICT

5019 Imhoff Place Martinez, CA 94553

Administrative Representative:

Contract No.:

Telephone:

Technical Representative:

Telephone:

Notices to Contractor:

CONTRACTOR

address city, state, zip phone

Attn:

Telephone:

GC-5 LAWS

This Contract shall be in accordance with the laws of the state of CALIFORNIA. Parties further stipulate that this Contract was entered into in the state of CALIFORNIA and the state of CALIFORNIA is the only appropriate forum for any litigation as a result of breach hereof or any questions risen herefrom.

Contractor shall keep itself fully informed of, and shall observe and comply with, all laws, ordinances, and regulations which in any manner affect those engaged or employed on any work, or the materials and equipment used in any work, or in any way affect the performance of any work, and of all orders and decrees of agencies having any jurisdiction or authority over work performed under the Contract.

If any discrepancy or inconsistency should be discovered between the Contract and any such law, ordinance, regulation, order, or decree, Contractor shall immediately report the same in writing to the District. Contractor shall be responsible for the compliance by subcontractors of all tiers with the above provisions of this article. Contractor shall post all job site notices as required by law or regulation.

A. Special attention is directed to Part 7, Chapter 1, Article 2, Sections 1770 et. seq. of the Labor Code of the State of California.

PREVAILING WAGES. Contractor is hereby put on notice that if the Work, as defined in this agreement, is “public work” as that term is defined in California Labor Code section 1720 et seq., the payment of prevailing wages applies to the Work under this Contract, and pursuant to California Labor Code section 1771.4, this contract is subject to compliance monitoring and enforcement by the California Department of Industrial Relations. Contractor is advised to verify with the Department of Industrial Relations as to whether the Work, or the type of worker to be utilized for any portion of the Work has applied to it a classification defined by the Division of Labor Standards Enforcement of the Department of Industrial Relations as one where prevailing wages must be paid. In accordance with California Labor Code Section 1771, not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the Work is to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work fixed as provided in the California Labor Code must be paid to all workers engaged in performing the Work, if the payment of prevailing wages is required by law. In accordance with California Labor Code Section 1770 and following, the Director of Industrial Relations has determined the general prevailing wage per diem rates for the locality in which any of the Work for which prevailing wages must be paid is to be performed. In accordance with California Labor Code Section 1773, the District has obtained the general prevailing rate of per diem wages and the general rate for holiday and overtime work in the locality in which any of the Work that is subject to prevailing wage is to be performed for each craft, classification or type of worker needed to perform the Work. In accordance with California Labor Code Section 1773.2, copies of the prevailing rate of per diem wages are on file at the District’s offices and will be made available on request. Throughout the performance of the Work the Contractor must comply with all provisions of the Contract Documents and all applicable laws and regulations that apply to wages earned in performance of the Work. If the Work is subject to the payment of prevailing wage, then Contractor shall furnish certified payroll records, as defined and required by California Labor Code section 1776, directly to the Labor Commissioner. Copies of certified payrolls shall be made available to the District upon request.

B. Labor Discrimination: Attention is directed to Section 1735 of the Labor Code, which reads as follows:

No discrimination shall be made in the employment of persons upon public works because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons, except as provided in Section 12940 of the Government Code, and every contractor for public works violating this Section is subject to all the penalties imposed for violation of this Chapter.

C. Contractor shall comply with all applicable federal, state, and local laws, ordinances, rules, and regulations; and lawful orders of all authorities having jurisdiction for the safety of persons and protection of property, more particularly described under Article GC-12 Safety, Sanitary, and Medical Requirements.

D. Contractor shall comply with Sections 12101 through 12901 of Title 22, California Administrative Code. Contractor shall warn all persons at the work site of their exposure to chemicals known to the state to cause cancer or birth defects or other reproductive harm. Contractor shall be responsible for compliance by its subcontractors with this article.

E. Contractor stipulates and agrees that pursuant to the provisions of Labor Code, Sections 1810 through 1815, eight (8) hours labor shall constitute a legal day's work, and no worker shall be required or permitted to work more than eight (8) hours in any one (1) calendar day and forty (40) hours in any one (1) calendar week, except as provided for under Section 1815. Nothing in this provision shall be construed to relate to wage determination or in any way affect contractual provisions related to compensation. The contractor or subcontractor shall, as a penalty to the District, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of this article.

Notwithstanding the Labor Code provisions set forth above, pursuant to Labor Code, Section 1815, work performed by employees of Contractor in excess of eight (8) hours per day and forty (40) hours during any one (1) week shall be permitted provided that compensation shall be made for all hours worked in excess of eight (8) hours per day at not less than one and one-half (1-1/2) times the basic rate of pay.

F. Contractor shall be allowed to substitute securities for any monies withheld to ensure performance under this Contract pursuant to Section 22300 of the California Public Contracts Code.

G. Contractor shall be licensed under the provisions of Chapter 9, Division 3, of the Business and Professions Code of the State of California to do the type of work contemplated in the Project and shall be skilled and regularly engaged in the general class or type of work called for under the Contract.

GC-6 PERMITS AND TAXES

Contractor shall, unless otherwise provided elsewhere in the Contract, at its expense, obtain all permits and licenses and pay all charges and fees necessary for the performance of the Contract, and shall give all public notices necessary for the lawful performance of the Contract.

Contractor shall pay all taxes, levies, duties, and assessments of every nature due in connection with any work under the Contract, shall make any and all payroll deductions required by law, and shall indemnify and hold harmless the District from any liability on account of any and all such taxes, levies, duties, assessments, and deductions.

GC-7 WAIVER

Neither the inspection by the District, nor any order, measurement, approval, determination, decision, or certificate by the District, nor any order by the District for the payment of money, nor any payment for or use, occupancy, possession, or acceptance of the whole or any part of the work by the District, nor any extension of time, nor any other act or omission of the District shall constitute, or be deemed to be acceptance of any defective or improper work, materials, or equipment nor operate as a waiver of any requirement or provision of the Contract, nor of any remedy, power, or right of or herein reserved to the District nor of any right to damages for breach of Contract. Any and all rights and/or remedies provided for in the Contract are intended and shall be construed to be cumulative; and, in addition to each and every other right and remedy provided for herein or by law, the District shall be entitled, as a right, to a writ or injunction against any breach or threatened breach of the Contract by Contractor, by its subcontractors, or by any other person or persons.

None of the provisions of the Contract shall be considered waived by the District unless such waiver is expressly given in writing by the District. No such waiver shall be a waiver of any past or future default, breach, or modification of any of the terms, provisions, conditions, or covenants of the Contract unless expressly set forth in such waiver.

GC-8 INDEMNITY

Contractor shall indemnify, defend, and hold harmless the District and all its officers, agents, servants, employees and any other District representatives, and each of them, from and against any and all suits, actions, legal or administrative proceedings, claims, demands, consequential damages, liabilities, interest, attorneys' fees, costs and expenses of whatsoever kind or nature whether arising before or after final acceptance of the work hereunder and in any manner directly or indirectly caused, occasioned, or contributed to or claimed to be caused, occasioned, or contributed to in whole or in part by reason of any act, omission, fault, or negligence whether active or passive of Contractor, or of anyone acting under its direction, control, or on its behalf including subcontractors in connection with or incident to the performance of this Contract. Without limiting the generality of the foregoing, the same shall include injury to or death of any person or persons and damage to any property, regardless of where located, including without limitation the property of the District, Contractor's employees, and all other persons. Contractor's aforesaid indemnity and hold harmless agreement shall not be applicable to any liability caused by the active negligence or willful misconduct of the District or its officers, agents, servants, employees, or any other District's representative.

Contractor shall include in each contract with each of its subcontractors at all tiers, a provision requiring that the subcontractor indemnify the District as stated in this Contract.

GC-9 SUBCONTRACTS AND ASSIGNMENTS

No subcontract shall be entered into and Contractor shall not substitute any person as subcontractor in place of a subcontractor so listed in the Contract provided that the District, at its discretion, may consent to a subcontractor substitution if (1) the subcontractor listed fails or refuses to execute a written contract, or (2) the substitution is otherwise necessary to the efficient construction of the work. In either case, Contractor shall obtain the District's prior written consent. No subcontracts at any tier shall relieve Contractor of any of its liabilities or obligations under the Contract, and Contractor agrees that it is fully responsible to the District for the acts and omissions of its subcontractors and of persons either directly or indirectly employed by them in the performance of the Contract. Contractor shall assure that each subcontractor at all tiers fully complies with the provisions of any applicable Worker's Compensation Act or similar law having application to subcontractor's employees. Failure of Contractor or any of its subcontractors to comply with this provision will be considered as grounds for termination of the Contract at Contractor's expense in accordance with Article GC-10 TERMINATION OF RIGHT TO PROCEED.

Nothing contained in the Contract shall create any contractual relationship between any subcontractor and the District.

Any assignment of the performance of this Contract without prior written consent of the District shall be voidable. Consent will not be given to any proposed assignment which would relieve the original Contractor or its Surety of their responsibilities under the Contract. Contractor may assign monies due or to become due it under the Contract, to the extent permitted by law, and such assignment will be recognized by the District, if written notice thereof is given to the District at least ten (10) working days before a payment is due, but any assignment of monies shall be subject to all proper set-offs in favor of the District and to all deductions or retentions provided for in the Contract and particularly all money withheld, whether assigned or not, shall be subject to being used by the District for the completion of the work in the event that Contractor should be in default therein or for the payment of claims or liens.

GC-10 TERMINATION OF RIGHT TO PROCEED

If Contractor should refuse or fail, except in cases for which extension of time is provided, to supply enough properly skilled workers, proper equipment and proper appliances or proper materials, or if it should fail to make prompt payments to subcontractors or for material or labor, or disregard laws, ordinances, or the instructions of the District, or otherwise be guilty of a substantial violation of any provision of this Contract, then the District may without prejudice to any other right or remedy, serve written notice upon Contractor and Surety, if any, of the District's intention to terminate the performance of Contractor, such notices to contain the reasons for such termination, and unless within seven (7) calendar days after the serving of such notice upon Contractor and Surety, if any, such cause shall cease and satisfactory arrangement for correction shall be made, the performance of Contractor shall cease and terminate. In the event of any such termination, or should Contractor be adjudged as bankrupt, or if it should make a general assignment for the benefit of its creditors, or if a receiver should be appointed on account of its insolvency, the District shall serve notice thereof upon Contractor and Surety, if any, and the Surety shall have the right to perform the Contract; provided, however, that if the Surety does not commence performance thereof within seven (7) calendar days from the date of service of notice of termination upon the Surety, the District may take possession of the premises and of all materials, tools, equipment, and appliances thereon and finish the work by whatever method the District may deem expedient. In such case, Contractor shall not be entitled to receive any further payment. If such expense shall exceed such unpaid balance, Contractor and Surety, if any, shall pay the difference to the District. The expense incurred by the District as herein provided, and the damage incurred through Contractor's default, shall be certified by the District. Service of any notices hereunder shall be deemed complete upon the deposit in the United States mail, postage prepaid, addressed to the address of Contractor and Surety, if any, as shown on records on file with the District.

Said termination shall be without prejudice to any other remedies available to the District.

Upon receipt of any such written notice of termination of right to proceed, Contractor shall, at its expense, for that work affected by any such termination:

A. Assist the District in making an inventory of all materials and equipment in storage at the site, enroute to the site, and on order from suppliers.

B. Assign to the District subcontracts, supply contracts, and equipment rental agreements all as designated by the District.

C. Remove from the site all construction materials, equipment, and plant listed in said inventory other than such construction materials, equipment, and plant which are designated in writing by the District to be used by the District in completing such work.

GC-11 OPTIONAL TERMINATION

Including, but not limited to, provisions for termination in the event of national emergency under Section 4410 et. seq. of the Government Code of the State of California, the District may, at its option, cancel and terminate the Contract in whole or in part at any time by written notice thereof to Contractor, whether or not Contractor is in default.

Upon any such cancellation and termination, Contractor shall waive any claims for damages, including loss of anticipated profits, on account thereof, but as the sole right and remedy of Contractor and the District, the District shall pay Contractor in accordance with subparagraph B., below, provided, however, that the provisions of the Contract, which by their very nature survive final acceptance under the Contract, shall remain in full force and effect after such cancellation and termination to the extent provided in such provisions.

A. Upon receipt of any such notice, Contractor shall, unless the notice requires otherwise:

1. Immediately discontinue work on the date and to the extent specified in the notice.

2. Place no further orders or subcontracts for materials, services, or facilities, other than as may be necessary or required for completion of such portion of work under the Contract that is not terminated.

3. Promptly make every reasonable effort to obtain cancellation upon terms satisfactory to the District of all orders and subcontracts to the extent they relate to the performance of work terminated.

4. Assist the District as specifically requested, in writing, in the maintenance, protection, and disposition of property acquired by the District under the Contract.

B. Upon any such termination, the District will pay to Contractor an amount determined in accordance with the following (without duplication of any item):

1. All amounts due and not previously paid to Contractor for work completed in accordance with the Contract prior to such notice, and for work thereafter completed as specified in such notice.

2. The cost of settling and paying claims arising out of the termination of work under subcontracts or orders as provided in subparagraph A.3., above.

3. The reasonable costs incurred pursuant to subparagraph A.4., above.

4. Any other reasonable costs incidental to such termination of work.

5. The foregoing amounts shall include a reasonable sum, under all of the circumstances, as profit for any work performed by Contractor.

GC-12 SAFETY, SANITARY, AND MEDICAL REQUIREMENTS

In accordance with generally accepted construction practices and state law, Contractor shall be solely and completely responsible for conditions on the jobsite, including safety of all persons and property during performance of the work. This requirement shall apply continuously and not be limited to normal working hours.

Contractor shall take all necessary precautions and provide all necessary safeguards to prevent personal injury and property damage. Contractor shall provide protection for all persons including, but not limited to, its employees and employees of other contractors or subcontractors; members of the public; and employees, agents, and representatives of the District and regulatory agencies that may be on or about the work.

The services of the District in conducting review and inspection of Contractor's performance is not intended to include review of the adequacy of Contractor's work methods, equipment, bracing or scaffolding, or safety measures, in, on, or near the construction site.

Contractor shall take such measures as may be necessary or required to assure that the safety and health of the employees and of the public may be safeguarded.

Contractor shall provide protection for all public and private property including, but not limited to, structures, pipes, and utilities, above and below the ground.

Contractor shall promptly and fully comply with and carry out safety, sanitary, and medical requirements as prescribed by federal, state, or local laws or regulations and industry standards.

All work and materials shall be in strict accordance with all applicable state, city, county, and federal rules, regulations, and codes, and attention is drawn to the requirements of OSHA. Contractor shall be solely responsible for compliance with all city, county, and state explosive transport, storage, and blasting requirements and for any damages caused by its operations.

Contractor is hereby informed that work on this Project could be hazardous. Contractor shall carefully instruct all personnel working in potentially hazardous work areas as to potential dangers and shall provide such necessary safety equipment and instructions as are necessary to prevent injury to personnel and damage to property. Special care shall be exercised relative to work underground.

Contractor shall provide and maintain all necessary safety equipment such as fences, barriers, signs, lights, walkways, guards, and fire prevention and fire-fighting equipment and shall take such other action as is required to fulfill its obligations under this article. It is the intent of the District to provide a safe working environment under normal conditions. HOWEVER, CONTRACTOR IS ADVISED THAT THE NATURE OF THE WORK SPECIFIED HEREIN MAY BE POTENTIALLY HAZARDOUS BECAUSE OF CONDITIONS SUCH AS CONFINED SPACES, POTENTIALLY EXPLOSIVE ATMOSPHERES, AND POSSIBLE EXPOSURE TO PATHOGENS.

Contractor shall maintain all portions of the jobsite in a neat, clean, and sanitary condition at all times. If required by the District, toilets shall be furnished by Contractor where needed for use of its employees and their use shall be strictly enforced.

Contractor shall not make use of the District's existing sanitary facilities, unless previously authorized by the District.

Contractor shall keep adequate first aid facilities and supplies available and instruction in first aid shall be given.

All costs in connection with meeting the requirements of this article shall be borne by Contractor.

GC-13 CHANGES

When changes in the service are required by the District or requested by Contractor, Contractor shall promptly estimate their effect on the cost of the service and on its schedule and so notify the District. Contractor, if requested by the District, shall supply any information to support Contractor's estimate of cost. No change shall be implemented by Contractor unless it is approved by the District in writing, and, unless otherwise agreed to in writing, the provisions of this Contract shall apply to all changes in the work. If the District determines that any change materially affects the cost or time of performance of this Contract as a whole, Contractor and the District will mutually agree, in writing, to an equitable adjustment. In the event of disagreement, the District will fix such adjustment that, in its opinion, be reasonable and proper, regard being had to all material and relevant factors including Contractor's direct costs and overhead.

Contract change orders which affect the cost or term of performance shall be processed through the DISTRICT’S designated administrative representative, as shown in Article GC-4 Notices.

GC-14 SURVIVAL

Notwithstanding the District's acceptance of the work and payment, Contractor shall remain obligated under all clauses of this Contract, which expressly or by their nature extend beyond and survive such acceptance and payment or termination.

GC-15 WARRANTY

Contractor warrants that the work performed pursuant to the Contract shall be of the quality specified or of the highest quality if no quality is specified, and shall conform to the specifications, drawings, samples, and other descriptions set forth in the Contract. Contractor warrants all equipment and materials furnished by it and all work performed by it under the Contract against defective design (unless furnished by the District), materials, and workmanship for a period of ninety (90) days from and after final acceptance regardless of whether the same were furnished or performed by Contractor or by any of its subcontractors or suppliers of any tier. Performance and Payment Bonds, if any, shall remain in full force and effect during such warranty periods.

If, after installation and acceptance, the operation or use of the material or equipment furnished under this Contract proves to be unsatisfactory to the District, the District shall have the right to operate and use such materials and equipment until it can, without damage to the District, be taken out of service for correction or replacement by Contractor at its expense. The warranty period for the materials or equipment which are replaced shall be ninety (90) days from and after the replacement materials or equipment are satisfactorily installed.

Upon receipt of written notice from the District of any breach of warranty during the applicable warranty period, the affected item shall be redesigned, repaired, or replaced by Contractor and it shall perform such tests as the District may require to verify that such redesign, repairs, and replacement comply with the requirements of the Contract. As to the redesigned, repaired, or replaced work, Contractor warrants such redesigned, repaired, or replaced work against defective design, materials, and workmanship for a period of ninety (90) days from and after the date of acceptance of such work. The District reserves the right to require that Contractor perform such repair or replacement work.

The District also reserves the right to make such repairs or replacements, if, within seven (7) calendar days after mailing of a notice in writing to Contractor and Surety, if any, Contractor shall neglect to make or undertake with due diligence the aforesaid repairs or replacements and that Surety, if any, within seven (7) calendar days after mailing of a notice in writing of such negligence of Contractor shall neglect to make or undertake with due diligence the aforesaid repairs or replacements itself, provided, however, that in the case of an emergency where in the opinion of the District delay would cause hazard to health or serious loss or damage, repair may be made without notice being sent to Contractor or Surety, and Contractor shall pay the cost thereof.

All costs, including manpower and materials incidental to such redesign, repair, replacement, and testing, including the removal, replacement, and reinstallation of equipment necessary to gain access and all other costs incurred as the result of a breach of warranty shall be borne by Contractor whether performed by the District or Contractor.

Nothing in this section shall be construed to limit, relieve or release Contractor's, subcontractor's, and equipment supplier's liability to the District for damages sustained as the result of latent defects in the equipment furnished caused by the negligence of the supplier's agents, employees or subcontractors.

GC-16 CONTRACTOR-FURNISHED DRAWINGS AND DATA

Acceptance by the District of any drawings, method of work, or any information regarding materials and equipment Contractor proposes to furnish shall not relieve Contractor of its responsibility for any errors therein and shall not be regarded as an assumption of risks or liability by the District, or its representatives, or any officer or employee thereof, and Contractor shall have no claim under the Contract on account of the failure or partial failure or inefficiency or insufficiency of any plan or method of work or material and equipment so accepted. Such acceptance shall be considered to mean merely that the District has no objection to Contractor using, upon its own full responsibility, the plan or method of work proposed, or furnishing the materials and equipment proposed.

GC-17 PUBLICATIONS

No publications or advertisements concerning the subject matter of the Contract shall at any time be made by or on behalf of Contractor, its subcontractors, or suppliers, unless prior written authorization is obtained from the District.

No advertising signs shall be erected at the site of the work.

GC-18 COOPERATION

There will be other contractors or forces of the District working in the same area where work under the Contract will be performed. Contractor must anticipate that its work may be interfered with or suspended from time to time on account of the concurrent performance of work by the District or other contractors, and Contractor shall fully cooperate with other contractors to avoid any delay or hindrance of their work. The District may require that certain facilities be used concurrently by Contractor and other persons.

Should Contractor sustain any loss, damage, or delay through any act or omission of any other contractor or any subcontractor of any such other contractor, Contractor shall have no claim against the District other than an extension of time, but shall have recourse solely to such other contractor or subcontractor.

GC-19 LIENS

If at any time any notices of lien are filed for labor performed or materials or equipment manufactured, furnished, or delivered to or for the work, Contractor shall at its own cost and expense, promptly discharge, remove, or otherwise dispose of the same, and until such discharge, removal, or disposition, the District shall have the right to retain from any monies payable to Contractor an amount which, in the District's sole judgment, it deems necessary to satisfy such liens and pay the costs and expenses, including attorneys' fees, of defending any actions brought to enforce the same, or incurred in connection therewith or by reason thereof.

GC-20 CLEANING UP

Contractor shall, at all times, keep the premises occupied by it and access to such premises in a neat, clean, and safe condition. Upon completion of any portion of any work, Contractor shall promptly remove all of its equipment, temporary structures, and surplus construction and other materials not to be used at or near the same location during later stages of work. Upon completion of any work and before final payment is made, Contractor shall, at its expense, satisfactorily dispose of all plant, buildings, rubbish, unused materials, concrete forms, and other equipment and materials belonging to it or used in the performance of work; and Contractor shall leave the premises in a neat, clean, and safe condition. If Contractor fails to comply with any of the foregoing, the same may be accomplished by the District at Contractor's expense.

EXHIBIT B

SPECIAL CONDITIONS

SC-1 QUESTIONS

If Contractor discovers any errors, omissions, discrepancies, or conflicts in the Contract, it shall immediately so inform the District in writing. The District will promptly respond to such matters and so inform Contractor. Any work which is performed by Contractor subsequent to and affected by such discoveries prior to response from the District shall be at Contractor's risk.

SC-2 PROCEDURE AND PROTEST

A contract change order approved by the District may be issued to Contractor at any time. Should Contractor disagree with any terms or conditions set forth in an approved contract change order which it has not executed, it shall submit a written protest to the District within fifteen (15) days after the receipt of such approved contract change order. The protest shall state the points of disagreement, and, if possible, the Contract specification references, quantities, and costs involved. If a written protest is not submitted, payment will be made as set forth in the approved contract change order, and such payment shall constitute full compensation for all work included therein or required thereby.

SC-3 SUBSTITUTIONS AND EQUAL ALTERNATIVES

The work, unless otherwise permitted or approved by the District, shall be completed with the incorporated use of trade-named materials and equipment where such are specified. Substitutions and equal alternatives will be permitted as provided in this Section; however, neither the request for substitution nor the offer of alternatives shall in any way by their submittal obligate the District to assent to any request or offer. Failure of Contractor to either submit requests for substitutions or to offer alternatives will be considered as evidence that the work shall be accomplished with trade-named materials and equipment as identified in the Technical Specifications.

Except when the specifications prohibit the substitution of a similar or equivalent material or article, Contractor may make written request to the District for approval of the use of alternative equipment or materials. Such request shall contain complete data intended to show that such alternative item is of a quality equal to or better than that specified and has the required characteristics for the intended use. Upon request, Contractor shall furnish to the District such additional information relating to such alternative items as the District may require.

The burden of proof as to the quality and suitability of alternatives shall be upon Contractor, and it shall furnish all necessary information requested and required by the District. The District will be the sole judge as to the quality and suitability of alternative articles or materials, and its decision shall be final.

SC-4 BEGINNING AND PROSECUTION OF THE WORK

Contractor shall be authorized to begin work upon receipt of the Notice to Proceed, and Contractor shall begin work within ten (10) calendar days from said receipt. Contractor shall diligently prosecute the work to completion with the time of performance provided in the Contract.

Contractor shall prosecute the work with sufficient forces, construction plant, and equipment and shall work such hours, including extra shifts and overtime operations as may be necessary to ensure the completion of the work in accordance with the construction schedule and specified time of performance.

Contractor shall notify the District in writing of its intent to begin work at least one working day before work is actually begun. Contractor shall also promptly notify the District of any Contractor-initiated suspensions and resumptions of work during the contract period, allowing as much advance warning as possible. The notice to resume work shall be given to the District not less than one working day in advance of resuming work.

SC-5 DELAYS

Unavoidable delays in the prosecution or completion of the controlling item of work shall include Acts of God or of the public enemy, fire, floods, epidemics, quarantine restrictions, strikes, labor disputes, freight embargoes, other delays which may result through causes beyond the reasonable control of Contractor, and delays which could not have been provided against by the exercise of care, prudence, foresight, and diligence. Orders issued by the District changing the amount of work to be done, the quantity of material to be furnished, or the manner in which the work is to be prosecuted, and unforeseen delays in the completion of necessary work by others not under Contractor's control shall also be considered unavoidable delays, so far as they necessarily interfere with Contractor's completion of the whole of the work. Delays due to adverse weather conditions will not be regarded as unavoidable delays unless so recognized in writing by the District.

Written notice shall be filed with the District by Contractor within five (5) calendar days after any occurrence which may lead to an unavoidable delay to the work. Failure to file such notice and an explanation shall negate any consideration for extension of time provided under this subsection. Reasonable compensation for actual losses and a commensurate extension of time due to unavoidable delays will be considered by the District provided written notice has been filed.

SC-6 EXTRA WORK PAYMENT

The labor, materials, and equipment used in the performance of extra work and the compensation therefore shall be subject to the approval of the District; and compensation will be determined as follows:

Contractor will be paid the direct costs for labor, materials, and equipment used in performing the work plus an eighteen percent (18%) markup of the total of these direct costs.

The markup shall constitute full compensation for all overhead costs. The total payment made as provided above shall be deemed to be the actual cost of such work and shall constitute full compensation therefore.

When extra work is performed by subcontractor forces, Contractor shall reach agreement with such other forces as to the distribution of the payment made by the District for such work. No additional payment will be made by the District by reason of the performance of the work by a subcontractor.

SC-7 PAYMENTS

Contractor will be paid within thirty (30) calendar days after the District receives the invoice(s) and all required supporting documentation. Payment will be made by the District provided that the work is satisfactory and accepted by the District and that the contract is free of all liens and encumbrances.

Contractor may elect to have funds which the District would otherwise withhold from progress payments deposited in an escrow account in accordance with Section 22300 of the California Public Contracts Code. Contractor shall make a written request to the District.

SC-8 SUBSTANTIAL COMPLETION AND FINAL INSPECTION

When construction is sufficiently complete in accordance with the Contract so that the District can occupy or utilize the work, or designated a part thereof for the use for which it is intended, and when Contractor has furnished the "as-built" drawings, operations and maintenance manuals, test and compliance certificates, equipment and system warranties, and all other documents required by the Contract, the work will be considered substantially complete.

At the time of substantial completion of the work, Contractor shall notify the District in writing. Upon receipt of Contractor's notification, the District will make the final inspection of the work. If any discrepancies are discovered by the District during final inspection of the work or inspection of the required documents, a "punch list" noting the deficiencies will be transmitted to Contractor for correction. Upon completion of the corrective work or additional document submittal by Contractor, Contractor shall notify the District. The District will reinspect the corrected work and examine any documents submitted. If the District determines that all work is completed and that all other requirements of the Contract have been met, the District will recommend acceptance of the Contract work to the District Board of Directors.

SC-9 ACCEPTANCE OF CONTRACT WORK

When the District has made the final inspection and determines that the contract work and production of documents has been completed in all respects in accordance with the plans and specifications, the District will proceed to formally accept the contract work.

SC-10 DISPOSAL OF MATERIAL

Existing materials and equipment to be demolished, removed, and disposed as noted on the drawings and all trash such as broken concrete, wood blocking, shipping containers, etc., resulting from the Contract work shall be disposed off District property at Contractor's expense.