SECTION D

GENERAL CONDITIONS

CSA 70 BL ELECTRICAL SERVICE LINE

AND FLOW METER INSTALLATION

PROJECT

FOR

COUNTY SERVICE AREA (CSA) 70 BL

BLOOMINGTON, CALIFORNIA

PROJECT NO.: 30.30.0215

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GENERAL PROVISIONS

TABLE OF CONTENTS

1.0 General Provisions Page

1.1 Basic Definitions....................................................................................... GP-1

1.2 Correlation and Intent of the Contract Documents ................................... GP-6

1.3 Capitalization ............................................................................................ GP-7

1.4 Interpretation............................................................................................ GP-7

1.5 Execution of Contract Documents ........................................................... GP-9

1.6 Ownership and Use of Drawings, Specifications and

OtherInstrumentsofService...................................................................... GP-10

1.7 Publicity .................................................................................................... GP-11

2.0 District Duties and Responsibilities

2.1 General ................................................................................................... GP-11

2.2 Reserved................................................................................................. GP-11

2.3 Information and Services Required ....................................................... GP-11

2.4 District’s Right to the Stop Work .......................................................... GP-12

2.5 District’s Right to Carry Out the Work ................................................. GP-12

2.6 Suspensions of Operations..................................................................... GP-13

2.7 Prohibited Interests ................................................................................ GP-13

2.8 District’s Right to Order Extraordinary Measures................................. GP-13

2.9 Authority of the Department of Public Works Special Districts. ... GP-14

2.10 Authority of the Board ........................................................................... GP-14

2.11 Materials Furnished by District .............................................................. GP-14

3.0 Contractor’s Duties and Responsibilities

3.1 General ................................................................................................... GP-15

3.2 Request for Information (“RFI”) .......................................................... GP-15

3.3 Supervision and Construction Procedures ............................................. GP-15

3.4 Labor and Materials ............................................................................... GP-17

3.5 Warranty and Correction........................................................................ GP-21

3.6 Taxes ......................................................................................................GC-22

3.7 Permits, Fees and Notices ...................................................................... GP-23

3.8 Allowances............................................................................................. GP-23

3.9 Contractor’s Key Personnel and Subcontractors ................................... GP-24

3.10 Documents and Samples at the Site ....................................................... GP-24

3.11 Shop Drawings, Product Data and Samples……………………………GP-25

3.12 Site Conditions…………………………………………………………GP-28

3.13 Use of Site............................................................................................... GP-29

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3.14 Cutting & Patching………………………………………………..........GP-30

3.15 Cleaning Up ............................................................................................ GP-30

3.16 Access to Work ………………………………………………….……..GP-33

3.17 Royalties, Patents and Copyrights ……………………………………. GP-33

3.18 Indemnification .................................. .………………………………...GP-34

3.19 Signs and Advertising ............................................................................ GP-35

3.20 Coordination with Neighboring Property .............................................. GP-36

3.21 Nondiscrimination.................................................................................. GP-36

3.22 Mandatory Provisions in Specifications ................................................ GP-36

3.23 Plans and Specifications ........................................................................ GP-36

3.24 Contractor Responsibility ...................................................................... GP-38

3.25 Meetings................................................................................................. GP-39

3.26 Sanitation and Power Supply ................................................................. GP-39

3.27 Clean Air Act, Clean Water Act, Environmental Protection Agency, Energy

Efficiency, and California State Water Resources Control Board….... GP-39

3.28 Travel Management Policy……………………………………………...GP-39

4.0 Administration of the Contract

4.1 District’s Project Representative............................................................ GP-40

4.2 Administration of the Contract .............................................................. GP-40

4.3 Claims and Disputes .............................................................................. GP-41

4.4 Dispute Resolution................................................... …………………..GP-44

5.0 Subcontractors

5.1 Award of Subcontracts .......................................................................... GP-51

5.2 Subcontractor Relations ......................................................................... GP-52

5.3 Contingent Assignment of Subcontractor and Material Supply Agreements ...

................................................................................................................ GP-53

6.0 Construction By District or by Separate Contractors

6.1 District’s Right to Perform Construction and to Award Separate Contracts

................................................................................................................ GP-54

6.2 District’s Right to Clean Up .................................................................. GP-54

6.3 Independent Testing............................................................................... GP-54

7.0 Changes in the Work

7.1 General ................................................................................................... GP-55

7.2 Change Orders ....................................................................................... GP-56

7.3 Construction Change Directives ............................................................ GP-56

7.4 Computation of Cost or Credit for Changes .......................................... GP-57

7.5 Authority to Approve Changes .............................................................. GP-59

7.6 District Originated Proposal Request..................................................... GP-60

7.7 Contractor Originated Change Order Request (COR) ........................... GP-60

7.8 Audit Rights ........................................................................................... GP-61

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8.0 Schedule and Extensions of Time

8.1 Definitions............................................................................................ GP-61

8.2 Progress and Completion ..................................................................... GP-61

8.3 Contractor’s Schedules ........................................................................ GP-62

8.4 Delays and Extensions of Time ........................................................... GP-65

8.5 Liquidated Damages ............................................................................ GP-68

9.0 Payments and Completion

9.1 Contract Sum ....................................................................................... GP-69

9.2 Schedule of Values .............................................................................. GP-69

9.3 Applications for Payment .................................................................... GP-69

9.4 Decisions to Withhold Payment........................................................... GP-73

9.5 Progress Payments ............................................................................... GP-75

9.6 Substantial Completion........................................................................ GP-76

9.7 Partial Occupancy or Use..................................................................... GP-77

9.8 Final Completion and Final Payment .................................................. GP-78

10.0 Protection of Persons and Property

10.1 Safety Precautions and Programs......................................................... GP-82

10.2 Safety of Persons and Property ............................................................ GP-83

10.3 Hazardous Materials ............................................................................ GP-85

10.4 Contractor Materials ............................................................................ GP-86

10.5 Emergencies ......................................................................................... GP-86

10.6 Protection of the Work......................................................................... GP-86

10.7 Protection of Existing Property............................................................ GP-87

11.0 Insurance and Bonds

11.1 Performance Bond and Payment Bond ................................................ GP-87

11.2 Insurance .............................................................................................. GP-88

12.0 Uncovering and Correction of Work

12.1 Uncovering of Work ............................................................................ GP-93

12.2 Correction of Work .............................................................................. GP-93

12.3 Acceptance of Nonconforming Work .................................................. GP-94

13.0 Termination or Suspension of the Contract

13.1 Termination by the Contractor............................................................. GP-94

13.2 Termination by the District for Cause ................................................. GP-95

13.3 Suspension by the District ............................................................ …. GP-96

13.4 Termination by the District for Convenience ......................................GP-97

13.5 Authority of District............................................................................. GP-98

13.6 Termination by Acts of God ................................................................ GP-98

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14.0 Employment of Labor/Wage Rates

14.1 Determination of Prevailing Rates...................................................... GP-98

14.2 Subcontractors..................................................................................... GP-99

14.3 Payment of Prevailing Rates ............................................................... GP-100

14.4 Prevailing Rate Penalty....................................................................... GP-100

14.5 Payroll Records ................................................................................... GP-100

14.6 Limits on Hours of Work.................................................................... GP-101

14.7 Penalty for Excess Hours .................................................................... GP-102

14.8 Contractor Responsibility ................................................................... GP-102

14.9 Employment of Apprentices ............................................................... GP-102

14.10 Apprenticeship Certificate .................................................................. GP-102

14.11 Ratio of Apprentices to Journeymen................................................... GP-103

14.12 Exemption from Ratios ....................................................................... GP-103

14.13 Contributions to Trust Funds .............................................................. GP-104

14.14 Contractor’s Compliance .................................................................... GP-104

14.15 Contractor’s Compliance with Law .................................................... GP-105

14.16 Equal Employment Opportunity ......................................................... GP-105

14.17 Senate Bill 854 Chap 28 …………………………………………….GP-106

15.0 Miscellaneous Provisions

15.1 Governing Law ................................................................................... GP-111

15.2 Successors and Assigns....................................................................... GP-112

15.3 Written Notice..................................................................................... GP-112

15.4 Rights and Remedies........................................................................... GP-112

15.5 Tests and Inspections .......................................................................... GP-112

15.6 Record Retention and Audits .............................................................. GP-114

15.7 Independent Contractor....................................................................... GP-115

15.8 Keys and Access ................................................................................. GP-116

15.9 Survival of Terms ............................................................................... GP-116

15.10 Cooperation with Labor ...................................................................... GP-116

15.11 No Personal Liability .......................................................................... GP-117

15.12 Antitrust Claims .................................................................................. GP-117

15.13 Compliance with Restrictions ............................................................. GP-118

15.14 Legal Requirements ............................................................................ GP-118

15.15 Third Party .......................................................................................... GP-119

General Conditions for District Projects - 1 Rev. 2/2021

SAN BERNARDINO COUNTY DEPARTMENT OF

PUBLIC WORKS - SPECIAL DISTRICTS

GENERAL CONDITIONS

CONSTRUCTION PROJECTS

COUNTY SERVICE AREA (CSA) 70 BL

1 GENERAL PROVISIONS

1.1 Basic Definitions

1.1.1 Acceleration Proposal Request. District’s written request to Contractor to submit an itemized proposal for Extraordinary Measures in order to achieve early completion of all or a portion of the Work when the need for such measures is not due to the fault of the Contractor.

1.1.2 Addenda. The Addenda or Addendum consist of the written clarifications of the Bid Documents issued by the District prior to the execution of the Contract.

1.1.3 Applicable Law. State, federal and local laws, statutes, ordinances, building codes, rules and regulations relating to the Work.

1.1.4 Architect – The firm hired by the District to design the Project.

1.1.5 As-Built. The Contractor’s daily, current and complete on-site set of Plans and Specifications showing all changes, modifications and revisions performed during the progress of the Project construction.

1.1.6 Board. The Governing Board for the District.

1.1.7 Bid Documents. The documents contained in the bid packages including, but not limited to, advertisement for bids, instructions to bidders, bid proposal, non-collusion declaration, sample standard contract, contractor’s affidavit and final release, sample bond forms, State wage determinations, general conditions, special conditions, technical specifications, performance specifications and Project drawings/plans.

1.1.8 Change Order. A Change Order is a written document prepared by the District reflecting the agreement between the District and Contractor for: a change in the terms or conditions of the Contract, if any; a specific Scope Change in the Work; the amount of the adjustment, if any, in the Contract Sum; and the extent of the adjustment, if any, in the Contract Time. The Change Order must be signed by an authorized representative of the District and Contractor.

1.1.9 Change Order Request (COR). As more specifically described herein below, a Change Order Request is a written document originated by the Contractor, which describes an instruction(s) issued by the District after the effective date of the Contract, General Conditions for District Projects - 2 Rev. 2/2021 which Contractor believes to be a Scope Change that may result in changes to the Contract Sum or Contract Time or, which describes the need for or desirability of a change in the Work proposed by Contractor.

1.1.10 Construction Change Directive. A Construction Change Directive is a unilateral written order prepared and signed by the District, directing Contractor to perform a change in the Work prior to agreement on adjustment, if any, in the Contract Sum or Contract Time, or both.

1.1.11 Contract. The Contract Documents form the Contract (“Contract” or “Agreement”).

1.1.12 Contract Documents. The Contract Documents consist of the documents enumerated as such in the Contract between District and Contractor, including, but not limited to, all Addenda issued prior to and Modifications issued after the effective date of the Contract, Plans/drawings, Specifications, request for qualifications, instructions to bidders, general conditions, special conditions and bonds.

1.1.13 Contract Sum. The term “Contract Sum” means the amount of compensation stated in the Contract for the performance of the Work. The Contract Sum may be adjusted only by Change Order, Construction Change Directive, or written amendment to the Contract.

1.1.14 Contractor. The individual, partnership, corporation, joint venture, or other legal entity entering into the Contract with the District to perform the Work.

1.1.15 County. The San Bernardino County.

1.1.16 Date of Commencement. The date for commencement of the Work fixed by District in a Notice to Proceed to Contractor.

1.1.17 Day(s). The terms “day” or “days” mean calendar days unless otherwise specifically designated in the Contract Documents. The term “Work Day” or “Working Day” shall mean any calendar day except Saturdays, Sundays and County recognized legal holidays.

1.1.18 Defective Work. Any or all of the Work, which is unsatisfactory, faulty, omitted, incomplete or deficient, in material, workmanship or operation, or which does not conform to the requirements of the Contract Documents, directives of the District, applicable code requirements, or the requirements of any inspection, reference standard, test, or approval specified in the Contract Documents.

1.1.19 Department. San Bernardino County, Department of Public Works - Special Districts.

1.1.20 Director. The Director of the Department of Public Works - Special Districts.

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1.1.21 District. County Service Area 70 BL. The political subdivision identified as a special district of San Bernardino County, governed by the Board of Supervisors, and administered by the Department of Public Works – Special Districts.

1.1.22 Extraordinary Measures. Measures implemented by Contractor at District’s direction to expedite the progress of construction of all or a portion of the Work, including, without limitation, (i) working additional shifts or overtime, (ii) supplying additional manpower, equipment, and facilities, and (iii) submitting a recovery schedule for re-sequencing performance of the Work or other similar measures, as more specifically described in Paragraph 2.8.

1.1.23 Final Completion. The term Final Completion is the date, evidenced by the District’s approval of Contractor’s Final Application for Payment, when the Work has been completed and the requirements for Project closeout set forth in the Contract Documents including, but not limited to, those set forth in Paragraph 9.8 below, have been satisfactorily completed. May be demonstrated by the recording of a Notice of Completion by the District.

1.1.24 Final Payment. District’s payment of the Contract Sum due to Contractor for the entire Work, less only the sums which District is specifically allowed to withhold under the terms of the Contract Documents and Applicable Law.

1.1.25 Modifications. A Modification is (i) a written amendment to the Contract signed by duly authorized representatives of the Parties, (ii) a Change Order, or (iii) a Construction Change Directive.

1.1.26 Notice of Completion. Document that is submitted by the District to the County Recorder for filing and recordation when all Work called for in the Construction Documents has been completed.

1.1.27 Notice to Proceed. The Notice to Proceed is a document issued by the District fixing the Date of Commencement for the Work. The Contract Time for Contractor’s performance of the Work is measured in calendar days (not Work Days).

1.1.28 Owner. The District or its duly authorized representative.

1.1.29 Parties. The District and Contractor may be referred to collectively in the Contract Documents from time to time as the Parties.

1.1.30 Plans/Drawings. The Drawings, profiles, cross-sections, working drawings, and supplemental drawings or reproductions thereof, reviewed by the District or its authorized agent, which show the locations, character, dimensions, or details of the Work.

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1.1.31 Project. The Project is the total construction of which the Work performed under the Contract Documents may be the whole or a part and which may include construction by the County, District or by Separate Contractors.

1.1.32 Project Manager. District’s Project Manager, identified by District in writing, is the District’s Project Representative, who interprets and defines the District’s policies, renders decisions with respect to Contractor’s performance of the Work, approves Contractor’s Applications for Payment, reviews and approves Contractor’s schedules and submittals, reviews Change Order Requests and Change Orders and Construction Change Directives, reviews all quantity calculations related to pay quantities, reviews and approves changes in the Contract Time, concurs in any defective Work notification, and reviews and determines Substantial Completion of the Work and Final Completion of the Work. The extent and limits of the authority of any designee of the District’s Project Manager shall be set forth in writing. Contractor shall be entitled to rely on the decisions and information provided by such written designee subject to the limitations of authority set forth in writing.

All correspondence and electronic communication shall flow through the Project Manager.

The Project Manager does not have the authority to approve a Change Order, written amendment to the Contract or Change Order Directive on behalf of the District. Contractor acknowledges that all Change Orders, Change Order Requests, Construction Change Directives, and amendments to the written Contract require the approval of the Director, or his/her designee, and may also require the approval of the Board.

1.1.33 Project Representative. Those individuals designated by the Parties in writing with authority to render decisions in connection with the Work and the Contract.

1.1.34 Scope Change. A Scope Change is Work that is not reasonably inferable from the Contract Documents upon which the Contract Sum is based, by a Contractor with the skill, experience, and expertise necessary for the proper, timely, and orderly completion of the Work, and is (i) materially inconsistent with, or (ii) a material change in the quantity, quality, or other substantial deviation in, the Contract Documents upon which the Contract Sum is based; and are necessary to correct an error, omission or defect in the Contract Documents, which cannot reasonably be corrected in the construction process.

1.1.35 Separate Contractors. The term Separate Contractors means licensed contractors performing a portion of the Project under separate contracts with the District.

1.1.36 Site. The physical area designated in the Contract Documents for Contractor’s performance of the Work.

1.1.37 Specifications. The portion of the Contract Documents consisting of the written requirements for labor, materials, equipment, construction systems, standards and workmanship for the Work, and performance of related services, including all Work and services defined in the Standard specifications, reference specifications, technical

General Conditions for District Projects - 5 Rev. 2/2021 specifications, special provisions, General Conditions, and specifications in supplemental agreements between the District and Contractor.

1.1.37.1 Article, Paragraph, and Subparagraph titles and other identifications of subject matter in the Specifications are intended as an aid in locating and recognizing the various requirements in the Specifications. Except where the titling forms a part of the text, such as beginning words of a sentence or where the title establishes the subject, the titles are subordinate to and do not define, limit, or restrict the Specification text. Underlining or capitalizing of any words in the text does not signify or mean that such words convey special or unique meanings having a precedence over any other part of the Contract Documents. Specification text shall govern over titling and shall be understood to be and interpreted as a whole. The listings of various Sections of the Specifications are for convenience only and do not control the Contractor in dividing the Work among the subcontractors or establish the extent of the Work to be performed or provided by any Subcontractor or trade. Contractor is solely responsible for providing the complete Work without respect to where or how the various parts of the Work may be indicated or specified.

1.1.38 Subcontractor. A Subcontractor is a person or entity who has a direct contract with the Contractor to perform a portion of the Work at the Site. The term “Subcontractor” does not include a Separate Contractor or subcontractors of a Separate Contractor.

1.1.39 Sub-subcontractor. A Sub-subcontractor is a person or entity who has a direct or indirect contract with a Subcontractor to perform a portion of the Work at the Site.

1.1.40 Substantial Completion. Substantial Completion is defined to mean the state in the progress of the Work when the Work is sufficiently complete in accordance with the Contract Documents as determined by the District so that the District can occupy and utilize the Work for its intended use and as further defined in the Contract.

1.1.41 Work. The term “Work” means the construction and other services required by, and reasonably inferable from, the Contract Documents as amended by Contract Modifications, whether completed or partially completed, and includes all labor, materials, equipment, tools, and services provided or to be provided by Contractor to fulfill the Contractor’s obligations. The Work may constitute the whole or a part of the Project, and includes products purchased by Contractor from third parties, and thereafter sold to District by Contractor.

1.1.42 Written Amendment to Contract – An amendment to the Contract which may change the Contract Sum or Contract Time, as necessary, due to unforeseen circumstances at the Project, additional Work required as a result of changes in Applicable Laws, or other appropriate facts necessitating a Contract amendment.

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1.2 Correlation and Intent of the Contract Documents

1.2.1 Complementary Documents. The intent of the Contract Documents is to include all items necessary for the proper execution and completion of the Work. The Contract Documents are complementary, and what is required by any one shall be as binding as if required by all. All Work mentioned or indicated in the Contract Documents, and all Work reasonably inferable from them, shall be performed by the Contractor as part of the Contract unless it is specifically indicated in the Contract Documents that such work is to be done by others.

1.2.2 Order of Precedence. In the event of conflict between any of the Contract Documents the provision placing a more stringent requirement on the Contractor shall prevail. The Contractor shall provide the better quality or greater quantity of Work and/or materials unless otherwise directed by District in writing. In the event none of the Contract Documents place a more stringent requirement or greater burden on the Contractor, the controlling provision shall be that which is found in the document with higher precedence.

In the event of conflicts or discrepancies among the Contract Documents, interpretations will be based on the following order of precedence, with “(1)” being the highest:

(1) Permits;

(2) Modifications;

(3) Specifications;

(4) Detailed Plans/Drawings;

(5) Large Scale Plans/Drawings;

(6) Small Scale Plans/Drawings;

(7) The Contract, including all exhibits, and Addenda with later Addenda having priority over earlier Addenda;

(8) Special Conditions, if any;

(9) General Conditions; and

(10) Bid Documents

1.2.2.1 Nothing herein shall relieve the Contractor of its obligation to notify the District of any inconsistencies in the Contract Documents. Should it appear that the Work to be done or any of the matters relative thereto are not sufficiently detailed or explained in the Contract Documents, the Contractor shall apply to the District in writing for such further written explanations as may be necessary.

1.2.2.2 In the case of conflict or inconsistency in the Contract Documents, the conflict or inconsistency must be brought to the attention of the District for written clarification obtained from the District before proceeding with the Work affected by the conflict or inconsistencies. Failure to obtain such written clarification from the District will constitute waiver of any claim by Contractor related to such conflict or inconsistency.

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1.2.2.3 All Work shall conform to the Contract Documents. No change therefrom shall be made without review and written acceptance by District.

1.2.3 Organization. Organization of the Specifications into divisions, sections, and articles, and sequential order of Plans/Drawings shall not control the Contractor in dividing the Work among Subcontractors or in establishing the extent of the Work to be performed.

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

1.2.5 Contractor Deviations. No deviations by the Contractor from the Contract Documents relating to any portion of the services, materials, labor, or equipment required for the Work shall be construed to set a precedent with respect to subsequent interpretation of the Contract Documents or performance of the Work unless such a deviation is memorialized in a Modification to the Contract.

1.2.6 Complete Agreement. The Contract Documents constitute the full and complete understanding of the Parties and supersede any previous agreements or understandings, oral or written, with respect to the subject matter hereof. The Contract may be modified only by a written instrument signed by both Parties or pursuant to Article 7.

1.3 Capitalization

Terms capitalized in these General Conditions include those which are (i) specifically defined, (ii) the titles of numbered articles, and identified references to paragraphs, subparagraphs and clauses in the document or (iii) titles of other Contract Documents or forms.

1.4 Interpretation

1.4.1 Omitted Articles. In the interest of brevity, the Contract Documents frequently omit articles such as “the” and “an”, but the fact that an article is absent from one statement and appears in another is not intended to affect the interpretation of either statement. The use of the word “including,” when following any general statement, shall not be construed to limit such statement to specific items or matters set forth immediately following such word or to similar items or matters whether or not non- limiting language (such as “without limitation, “but not limit to,” or words of similar import) is used with reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest possible scope of such general statement.

General Conditions for District Projects - 8 Rev. 2/2021

1.4.2 References to Contract Documents. Where “as indicated”, “as detailed”, or words of similar import are used, it shall be understood that the reference is made to any one of the Contract Documents.

1.4.3 Severability. In the event any article, section, sub-article, paragraph, subparagraph, sentence, clause, or phrase contained in the Contract Documents shall be determined, declared, or adjudged invalid, illegal, unconstitutional, or otherwise unenforceable such determination, declaration, or adjudication shall in no manner affect the other articles, sections, sub-articles, paragraphs, subparagraphs, sentences, clauses, or phrases of the Contract Documents, which shall remain in full force and effect as if the article, section, sub-article, paragraph, subparagraph, sentence, clause, or phrase declared, determined, or adjudged invalid, illegal, unconstitutional, or otherwise unenforceable was not originally contained in the Contract Documents.

1.4.4 Provisions Deemed Inserted. Each and every provision and clause required by law to be inserted in the Contract Documents shall be deemed to be inserted herein and the Contract Documents shall be read and enforced as though such provision or clause is included herein and, if through mistake or otherwise, any such provision is not inserted or not correctly inserted, then upon application of either Party, the Contract Documents shall forthwith be physically amended to make such insertion or correction.

1.4.5 Headings Not Controlling. The various headings contained in the Contract Documents are inserted for convenience only and shall not affect the meaning or interpretation of the Contract or any provision thereof.

1.4.6 Singular/Plural/Gender Terms. Whenever the context so requires, the use of the singular number shall be deemed to include the plural and vice versa. Each gender shall be deemed to include any other gender, and each shall include corporation, partnership, trust, or other legal entity whenever the context so requires.

1.4.7 Technical/Non-Technical Words. Unless otherwise stated in the Contract Documents, technical words and abbreviations contained in the Contract Documents are used in accordance with commonly understood construction industry meanings; and non-technical words and abbreviations are used in accordance with their commonly understood meanings.

1.4.8 Referenced Standards. Bulletins, standards, rules, methods of analysis or test, and specification of other agencies, engineering societies or industrial associations may be referred to in the Contract Documents. Reference may also be made to applicable ordinances, codes or regulations of any political subdivision having jurisdiction. These refer to the latest edition, including amendments in effect and published at the time of advertising the Project for bid, unless specifically referred to by edition, volume or date.

1.4.9 Interpretation. Should any provision of this Contract require interpretation, it is agreed that the person or persons interpreting or construing the same shall not apply a presumption that the terms of this Contract shall be more strictly construed against one

General Conditions for District Projects - 9 Rev. 2/2021 party by reason of the rule of construction that a document is to be construed more strictly against the party who itself or through its agent or counsel prepared the same or caused the same to be prepared; it being agreed that the agents and counsel of all of the parties have participated equally in the negotiation and preparation of this Contract. The language in all parts of this Contract shall be in all cases construed simply, fairly, equitably and reasonably, according to its plain meaning and not strictly for or against any of the parties.

1.5 Execution of Contract Documents

1.5.1 Signatures. The Contract shall be signed by the authorized representatives of the District and Contractor.

1.5.2 Contractor Representations Concerning Contract Documents and Site Investigation. By executing the Contract, Contractor represents and warrants that: (i) the Contract Documents are sufficiently detailed to enable Contractor to determine the cost of the Work within the Contract Sum and Contract Time; (ii) it has visited the Project Site, familiarized itself with the local conditions under which the Work is to be performed including, without limitation, the conditions contained in any test results and/or reports provided to or obtained by Contractor, and the conditions reflected on any Site surveys provided to or obtained by the Contractor; (iii) it is fully experienced, qualified and competent to perform the Work set forth in the Contract Documents; (iv) it is properly equipped, organized and financed to perform the Work; (v) it is properly permitted and licensed by California and all other governmental entities to perform the Work required by the Contract and that it will retain only properly licensed Subcontractors to perform the Work of the Contract; (vi) it has familiarized itself with all conditions bearing upon transportation, disposal, handling, and storage of materials;

(vii) it has familiarized itself with the availability of labor, water, electric power, and roads;

(viii) it has familiarized itself with uncertainties of weather or similar observable physical conditions at the Project Site; (ix) it has familiarized itself with the character of equipment and facilities needed during performance of the Work; (x) it has familiarized itself with the staging and material storage constraints of the Project Site and surrounding buildings and will confine its staging and storage operations to approved areas; (xi) it shall maintain the immediate surrounding areas of the Project Site in a clean and safe manner at all times;

(xii) it will coordinate its construction activities with District’s Separate Contractors, if any, performing work on the Project Site; (xiii) it will adhere to the assigned transit route identified by the District; and (xiv) it will adhere to and be bound by conditions set forth in the Contract Documents and any regulatory agency, utility, or governmental entity with jurisdiction over the Project. In addition, and without limiting the foregoing warranties, Contractor represents and warrants to District that prior to executing the Contract:

(1) Contractor has familiarized itself and will continuously familiarize itself throughout performance of the Work with the nature and extent of the Contract Documents, the Work, the Project Site, the identified existing conditions of the Project Site and locality, and all laws, rules, ordinances, and regulations of all government authorities and utilities having

General Conditions for District Projects - 10 Rev. 2/2021 jurisdiction over the Project that may affect costs, progress, performance, or furnishing of the Work;

(2) Contractor has reviewed and carefully studied all examinations, investigations, explorations, tests, reports and studies provided to Contractor by District which pertain to the physical conditions at or contiguous to the Project Site or conditions which otherwise may affect the cost, progress, performance or furnishing of the Work, within the Contract Time and Construction Schedule. Contractor may rely upon the accuracy of the technical data contained in such documents but not upon nontechnical data, interpretations, opinions or conditional statements contained therein;

(3) Contractor has reviewed all information and data shown or indicated on the Contract Documents with respect to existing underground facilities at or contiguous to the Project Site;

(4) As of the effective date of the Contract, Contractor has no knowledge of any conflicts, errors, or discrepancies in the Contract Documents other than those which Contractor has notified District of in writing prior to executing the Contract; and

(5) Contractor is experienced and competent in the interpretation and use of Specifications and Drawings, and in the use of materials, equipment and construction techniques as are required to successfully complete the Project.

Contractor shall, at its own expense, employ any and all experts necessary to successfully complete the Work required by the Contract Documents.

1.6 Ownership and Use of Drawings, Specifications and Other Instruments of Service

1.6.1 Ownership of Contract Documents. All Drawings, Specification, plans, sketches and other documents, including copies thereof, furnished by the District are and shall remain the property of the District and may be required to be returned to the District at the Contractor’s expense. They are to be used only with respect to this Project and are not to be used on any other project. Submission or distribution to meet official regulatory requirements or for other purposes in connection with the Project is not to be construed as publication in derogation of the District’s common law copyright or other reserved rights.

1.6.2 Contractor’s Assignment of Copyrights. Project related documents created, prepared, or issued by Contractor, or its Subcontractors, including any Drawings, Specifications, and electronic data are “work for hire”, and shall become the property of the District when prepared and shall be delivered to District whenever requested. The Contractor hereby assigns to the District, without reservation, all copyrights to all Project related documents, models, photographs, and other written expressions created by the Contractor.

1.6.3 Submissions to District. A copy of every technical memorandum and report prepared by Contractor shall be submitted to the District to demonstrate progress toward completion of Work. In the event District rejects or has comments on any such

General Conditions for District Projects - 11 Rev. 2/2021 work product, District shall identify specific requirements for satisfactory completion by Contractor. Contractor shall provide District with Project related documents in reproducible or electronic format, upon District’s written request. All Project related documents shall be turned over to District upon termination of this Agreement or Final Completion, whichever occurs first.

1.7 Publicity

The Contractor, its agents, employees, subcontractors and suppliers shall not engage in any communication or correspondence with persons not directly involved in the construction of the Project, concerning any aspect of the construction of the Project, without the express written consent of District. All communications to the media, or in response to inquiries made by private citizens, shall be issued solely through the District.

2 DISTRICT’S DUTIES AND RESPONSIBILITIES

2.1 General

The District shall designate the Project Manager(s) defined in Paragraphs 4.1 below, in writing. Whenever the Contract Documents require or permit the District to take or request an action or approve or disapprove of an action or request made by another Party, the reference to “District” shall mean the District’s Project Manager unless the Contract Documents or context make it clear that another person is authorized to act as the District’s Project Manager. All communications to the District shall be made through the District’s Project Manager. The Contractor shall not be entitled to rely on directions (nor shall it be required to follow the directions) from anyone outside the scope of that person’s authority as set forth in written authorization pursuant to the Contract. Subject to the limitation set forth in this paragraph, direction and decisions made by the District’s Project Manager shall be binding on the District. Contractor acknowledges that all Change Orders, Change Order Requests, Construction Change Directives and amendments to the written Contract require the approval of the Director, or his/her designee, and may also require the approval of the Board.

2.2 Reserved.

2.3 Information and Services Required of the District

2.3.1 Approvals for Permanent Structures. Except for the permits, fees, and other such items set forth under Subparagraph 3.7.1, that are the responsibility of the Contractor under the Contract Documents, the District shall pay for necessary assessments and charges reasonably required for construction, use, or occupancy of permanent structures or for permanent changes in existing facilities.

2.3.2 Existing Utilities: Removal, Relocation and Protection. In accordance with California Government Code Section 4215, the District shall assume the responsibility for the timely removal, relocation, or protection of existing main or trunkline utility facilities located on the Project Site which are not identified in the Contract Documents provided by District. Contractor shall be compensated for the costs of locating, repairing damage not due to the Contractor’s failure to exercise reasonable care, and removing or relocating such utility facilities not indicated in the Contract Documents with reasonable accuracy, and for equipment on the Project Site necessarily idled during

General Conditions for District Projects - 12 Rev. 2/2021 such work. Contractor shall not be assessed Liquidated Damages for delay in completion of the Work when such delay is caused by the failure of the District or the utility provider to provide for removal or relocation of such utility facilities. Nothing in this Paragraph shall be deemed to require the District to indicate the presence of existing service laterals or appurtenances whenever the presence of such utilities on the Project Site can be inferred from the presence of other visible facilities, such as buildings, meters and junction boxes, on or adjacent to the Project Site. If the Contractor encounters utility facilities not identified by the District in the Contract Documents, the Contractor shall immediately notify, in writing, the District. In the event that such utility facilities are owned by a public utility, the public utility shall have the sole discretion to perform repairs or relocation work or permit the Contractor to do such repairs or relocation work at a price determined in accordance with Article 7 herein.

2.3.3 Surveys. Contractor shall be responsible for locating, and shall locate prior to performing any Work, all utility lines, including telephone, cable, television, and fiber optic lines and cables, sewer lines, water pipes, gas lines, electrical lines, including, without limitation, all buried pipelines and buried telephone cables, and shall perform the Work in such a manner so as to avoid damaging any such lines, cables, pipes, and pipelines.

2.3.4 Time for Furnishing. Information or services required of the District by the Contract Documents shall be furnished by the District with reasonable promptness.

2.4 District’s Right to Stop the Work

If the Contractor fails to correct Work which is not in accordance with the requirements of the Contract Documents as required by Paragraph 12.2 or fails to carry out Work in accordance with the Contract Documents, the District may issue a written order to the Contractor to stop the Work, or any portion thereof, until the cause for such order has been eliminated; however, the right of the District to stop the Work shall not give rise to a duty on the part of the District to exercise this right for the benefit of the Contractor or any other person or entity. The District’s right to stop the Work is in addition to and without prejudice to any other rights or remedies of the District.

2.5 District’s Right to Carry Out the Work

If the Contractor defaults or neglects to carry out the Work in accordance with the Contract Documents and fails within a forty-eight (48) hour period after receipt of written notice from the District to commence and continue correction of such default or neglect with diligence and promptness, the District may after such forty-eight (48) hour period give the Contractor a second written notice to correct such deficiencies within a second forty-eight (48) hour period. If the Contractor within such second forty-eight (48) hour period after receipt of such second notice fails to commence and continue to correct any deficiencies, the County, without prejudice to other remedies the District may have, may correct such deficiencies.

In such case an appropriate Construction Change Directive shall be issued deducting from payments then or thereafter due the Contractor, the cost of correcting such deficiencies, including

General Conditions for District Projects - 13 Rev. 2/2021 compensation for any additional design services and expenses made necessary by such default, neglect, or failure. If payments then or thereafter due the Contractor are not sufficient to cover such amounts, the Contractor shall pay the difference to the County.

The County’s right to carry out the Work is in addition to and without prejudice to any other rights or remedies of the County.

2.6 Suspensions of Operations

In addition to the County’s right to stop the Work set forth in these General Conditions, the Contractor shall, upon receipt of District’s written notice and within the time stated therein, suspend shipment and delivery of material and stop any part or all of the Work and operations under the Contract for such period or periods of time as the District may deem advisable and designate in said notice. Upon receipt of such notice to suspend operations, the Contractor shall immediately confer with the District concerning the probable duration of such suspension and stoppage, delays, and extensions of time resulting therefrom as well as the reduction and possible elimination of the Contractor’s field cost and such other costs and expenses as may result directly from such Work stoppage.