DB_PARCS_Model_Contract.pdf

MODEL CONTRACT

County of Orange RFP # 280-3041306-GK

Design-Build for Parking Access Revenue Control System Replacement

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MODEL CONTRACT

FOR

PARKING ACCESS REVENUE CONTROL SYSTEM REPLACEMENT

MA-280-XXXXXX

This Contract is made and entered into the _____ day of _______________, 20____, by and between the

County of Orange (“County”), and_______________________________________, (D-BE) with County and D-BE sometimes individually referred to as (“Party”), or collectively referred to as (“Parties”).

County and D-BE agree as follows:

1. CONTRACT DOCUMENTS

Contract Documents, which together comprise the complete Contract between County and DB-E, consist of the following: County approved Guaranteed Maximum Price (GMP) package(s), as approved by the Director or designee; this Contract; the General Conditions; Supplementary General

Conditions; Addenda and Bulletins; Attachments; Appendices; Plans; and Specifications mentioned in any Contract Documents; and all modifications and amendments to the foregoing issued after the date of execution of the Contract, including Amendments and Change Orders. The Contract

Documents also include a Faithful Performance Bond and the Labor and Material Payment Bond corresponding with each GMP. The Contract Documents are complementary, and what is called for by anyone shall be as binding as if called for by all.

2. SCOPE OF WORK

DB-E shall perform all work as required by, and in strict accordance with, the Contract Documents which consists of design and construction services for the Parking Access Revenue Control System

Replacement (the “Project”).

3. CONTRACT PRICE CONTINGENCY AND CONTRACT TIME

3.1 CONTRACT PRICE

County shall pay D-BE for all work required by the Contract Documents the total Contract Price of

_______________________________________ Dollars ($____________) including

_______________________________________ Dollars ($____________) for Guaranteed

Maximum Prices (GMP) 1 – Design Services, Pre-Construction Phase, and Construction (as defined below), as it may be adjusted pursuant to the “Changes” Section of the General Conditions, and in accordance with the “Payments” Section of the General Conditions. The sum of all Guaranteed

Maximum Prices (GMP) submittals (as defined below) shall not exceed the total Contract Price.

3.2 CONTINGENCY

“Contingency (D-BE’s)” means a fund to cover cost growth during the Project used at the discretion of the D-BE usually for costs that result from Project circumstances. The amount of the D-BE’s

Contingency will be a separate line item in the GMP package. Use and management of the D-BE’s

Contingency during the construction phase is as described here-in. Any D-BE Contingency not utilized shall be shared equally between the County and D-BE after Project completion.

“Contingency (County’s)” means a fund to cover cost growth during the Project used at the discretion of the County usually for costs that result from County directed changes or unforeseen site conditions. The amount of the County’s Contingency will be set by the County and will be in addition to the project costs included in the D-BE’s GMP package.

D-BE’s Contingency is an amount the D-BE shall use under the following conditions:

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(1) At its discretion for increases in the Contract Price which are not the

County’s responsibility, or

(2) With written approval of the County for increases in General Condition

Costs. D-BE’s Contingency is assumed to be a direct project cost so will receive all markups at the time of GMP submission.

County’s Contingency are funds to be used at the discretion of the County to cover any increases in

Project costs that result from County directed changes or unforeseen site conditions. County’s

Contingency will be added to the GMP amount provided by the D-BE, the sum of which will be the full contract price for construction. Markups for Construction Fee and taxes will be applied by the

D-BE at the time that County’s Contingency is used. Any County Contingency not utilized shall revert to the County after Project completion.”

3.3 CONTRACT TIME

Within 14 calendar days of the Board of Supervisors’ award of the Contract, D-BE shall submit to

County for its review of bonds (as detailed below); proof of insurance; and initial job Design and

Construction Critical Path schedule. If County rejects the submitted documents, D-BE will have five

(5) additional calendar days to resubmit. If D-BE fails to submit documents within the required time(s), the Contract Time (as defined below) will be reduced by the number of days which exceed the time for submittal. If D-BE fails to submit acceptable documents by the second submission, County may, at its sole discretion, reduce the Contract Time by the number of days between

County’s rejection of the second submission and County’s approval of the documents.

Upon County’s approval of the bonds, insurance, and initial job Design and Construction Critical

Path schedule, County will deliver to D-BE a signed copy of the Contract and a Notice to Proceed for GMP 1 – Design Services and Preconstruction Phase. D-BE shall not design or commence construction until County issues a Notice to Proceed. D-BE shall complete all work required by the

Contract within 550 calendar days of the effective date of the Notice to Proceed (“Contract Time”).

The Contract Time includes 10 calendar days of anticipated weather calendar days necessitating stoppage of work, and a time extension due to rain or other adverse weather conditions will only be granted in accordance with the “Delays Due to Weather and Force Majeure” Section of the General

Conditions.

The County will not be responsible for the failure of the D-BE to plan, schedule, and execute the work in accordance with the approved schedule or the failure of the D-BE to meet the Contract completion dates or the failure of the D-BE to schedule and coordinate the work of his Architect and

Engineers, own trades and sub-contractors or to coordinate with others separate D-BEs.

Design and Construction Critical Path Schedule:

After receipt of the Contract Notice to Proceed (NTP) for GMP 1 the D-BE shall initiate design, comply with all design submission requirements as covered under General Conditions, and obtain

County review of each submission. The Design and Construction Critical Path schedule shall contain separate GMPs. GMP 1 for Phase 1 shall include Design and Pre-Construction Services. Remaining

GMPs shall include Construction Phase Services, construction work and any other additional work.

D-BE may propose additional GMPs to County if determined necessary. The D-BE may begin construction on portions of the work for which the County has reviewed the GMP submission and has issued the related NTP.

Design and Construction Critical Path schedule shall include submission dates for all GMPs. The

GMP submission dates cannot be changed without County concurrence. County agrees to review

3041306 Page 15 of 106 Design-Build PARCS all GMP submittals within 14 calendar days of receipt. If County rejects any submitted GMP, D-BE will have 7 additional calendar days to resubmit to County then County will have 7 additional calendar days to review.

4. BONDS

Within 14 calendar days after award of the Contract, the successful D-BE shall furnish a Faithful

Performance Bond and a Labor and Material Payment Bond, each in an amount equal to 100% of the Contract Price, issued by a surety in accordance with the requirements of the General Conditions of the Contract. The bonds shall be in the form of the models included in the Request for Proposal must be approved by County’s Risk Manager and County Counsel. The successful D-BE shall submit the bonds, all of which shall bear original signatures. The signature of the surety representative must be notarized.

5. LIQUIDATED DAMAGES

In accordance with Government Code Section 53069.85, D-BE agrees to forfeit and pay to County the sum of five thousand dollars ($5,000) per day (“Liquidated Damages”) for each calendar day that completion of all the work required by the Contract Documents is delayed beyond the Contract

Time, as may be adjusted by Change Order. County may deduct such sum from any payments due to or to become due to D-BE.

If the Liquidated Damages exceed the unpaid balance of the Contract Price otherwise owed to D-

BE, then D-BE shall immediately pay County the difference.

6. EMPLOYEE ELIGIBILITY VERIFICATION

D-BE hereby certifies that it complies with all applicable laws and regulations regarding the eligibility of its employees to work in the United States, and that all of its employees performing work under this Contract meet all citizenship or immigration status requirements to do so. D-BE shall obtain all documentation necessary to verify the employment eligibility status of covered employees as described by U.S. Citizenship and Immigration Services Form I-9. D-BE shall retain such documentation for the period prescribed by law. D-BE shall indemnify, defend with counsel approved in writing by County, and hold harmless the County, its agents, officers, and employees from any sanctions or liability that may be assessed in connection with any alleged violation of federal or State laws or regulations pertaining to the eligibility for employment of any persons performing work under this Contract.

7. SECURING WORKERS’ COMPENSATION INSURANCE CERTIFICATION

D-BE, by executing this Contract, hereby certifies:

“I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.”

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8. PARTIES’ REPRESENTATIVES

For Contractor:

DB-E’s Name.

DB-E’s Address

City, State Zip Code

Attn: DB-E Point of Contact

Phone: Enter phone number

E-mail: Enter email address

For County:

Agency/Department

Agency Address

City, State Zip Code

Attn: <Insert PM>, Project Manager

Phone: Phone Number

E-mail: Email address cc: John Wayne Airport Administration

3160 Airway Ave.

Costa Mesa, CA 92626

Attn: <Insert Buyer Name>

Phone: Phone Number

E-mail: Enter email address

8.1 COUNTY’S REPRESENTATIVES

8.1.1 John Wayne Airport: The Project is under the general direction of County’s Board of Supervisors.

The Board of Supervisors authorizes John Wayne Airport to be County’s representative in connection with the Project.

8.1.2 Design and Construction Representative: The Design and Construction Representative shall be the

County’s Project Manager (“PM), unless designates in writing an alternate person who will act as

County's representative during design and construction of the Project. Unless otherwise expressly stated in the Contract Documents, County's designated representative will issue and receive all written communications on behalf of County for the Project. The designated representative shall also coordinate any communications to or from County’s PM in connection with the Project.

8.1.3 County’s Project Manager: County’s Project Manager is the County’s exclusive contact agent to the

D-BE with respect to this Project during design and construction and until the completion of the

Project. The County’s communications with the D-BE shall be exclusively through the County’s

Project Manager.

8.2 COUNTY

County has the final authority in all matters affecting the work. County has the authority to enforce

D-BE’s compliance with the Contract Documents. County’s decision is final and binding on all questions relating to design documents and requirements; quantities; acceptability of material, equipment, or work; execution, progress, or sequence of work; and interpretation of the Contract

Documents. All labor, materials, tools, equipment furnished by D-BE and all work performed by D-

BE shall be subject to the approval of County.

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8.2.1 The County shall not be responsible for or have control or charge of the construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the work, and will not be responsible for the D-BE's failure to carry out the work in accordance with the Contract Documents.

8.2.2. The County will not be responsible for the acts or omissions of the D-BE, or any subcontractor, or any D-BE's or subcontractor's agents or employees, or any other persons performing any of the work.

8.3 D-BE’S REPRESENTATIVES

8.3.1 Representative and Alternate: Before starting work, D-BE shall designate in writing a representative who shall have complete authority to act for it. The representative shall be the same as proposed during original Request for Proposal selection process. D-BE may also designate an alternate representative (also as identified during original Request for Proposal selection process) with complete authority to act for it. County may rely on such representative or alternate as having the authority to execute Change Orders in any amount unless D-BE identifies to County in writing the officer(s) or employee(s) with such authority. Any order or communication given to this representative shall be deemed delivered to D-BE. In the absence of D-BE’s representative, instructions or directions may be given by County to the project manager or superintendent. Such order shall be complied with promptly and referred to D-BE or its representative. D-BE’s representative and alternate must be able to read, write, and speak English fluently.

8.3.2 D-BE’s Project Manager: D-BE shall provide the services of a Project Manager, as proposed during original Request for Proposal selection process. D-BE’s Project Manager, if different than designated representative, shall represent D-BE in the absence of D-BE’s designated representative or alternate, and all directions given to this Project Manager shall be binding as if given to D-BE.

County may require D-BE to replace its Project Manager whose conduct or performance is unsatisfactory. D-BE shall not change its Project Manager without County’s consent unless the

Project Manager is unsatisfactory to D-BE or ceases to be in D-BE's employ. If D-BE’s Project

Manager leaves the Project, D-BE shall replace him or her within 24 hours (unless additional time is agreed upon by County) with a new, well-qualified Project Manager acceptable to County.

8.3.3 Architect/Engineer: D-BE shall designate in writing a representative who shall be responsible for all Architect-Engineer (A-E) services, as required by law, and is registered by the State of California for the practice of specialized A-E services per the attached Program Requirements.

8.3.4 Superintendent(s): D-BE shall provide the services of the superintendent(s) as proposed during original Request for Proposal selection process. A superintendent shall be present at the work site whenever work is in progress including whenever weather conditions necessitate its presence to take measures necessary to protect the work, persons, or property. D-BE’s superintendent shall represent

D-BE in the absence of D-BE’s designated representative, alternate or project manager, and all directions given to the superintendent(s) shall be binding as if given to D-BE. The superintendent must read, write, and speak English fluently. County may require D-BE to replace a superintendent whose conduct or performance is unsatisfactory. D-BE shall not change its superintendent without

County’s consent unless the superintendent is unsatisfactory to D-BE or ceases to be in D-BE's employ. If D-BE’s superintendent leaves the Project, D-BE shall replace him or her within 24 hours

(unless additional time is agreed upon by County) with a new, well-qualified superintendent acceptable to County.

8.3.5 Emergency Contacts: D-BE shall provide County with a list of names and telephone numbers at which D-BE’s representative, alternate, superintendent, and other key personnel can be reached during non-working hours in the case of an emergency.

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9. GOVERNING LAW AND VENUE – CODE OF CIVIL PROCEDURE SECTION 394

This Contract has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange County, California, and the parties hereto agree to and hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394.

The parties specifically agree that by soliciting and entering into and performing services under this

Contract, the D-BE shall be deemed to constitute doing business within Orange County from the time of solicitation of work, through the period when all work under this Contract is completed, and continuing until the expiration of any applicable limitations period. Furthermore, the parties have specifically agreed, as part of the consideration given and received for entering this Contract, to waive any and all rights to request that an action be transferred for trial to another county under

Code of Civil Procedure Section 394.

10. SIGNATURE REQUIREMENTS

The Contract must be signed by officer(s) authorized to bind D-BE. If documentation demonstrating express authority is not provided, then the Contract must be signed by those officers with apparent authority to bind D-BE. If D-BE is a corporation, such signatures must comply with Corporations

Code Section 313, as follows:

1) The document must be signed by two (2) people. One of them must be the Chairman of the

Board, the President, or any Vice-President. The other must be the Secretary, any Assistant

Secretary, the Chief Financial Officer or any Assistant Treasurer.

2) One (1) corporate officer may sign the document, providing that written evidence of the officer’s authority to bind the corporation with only his or her signature must be provided.

This evidence would ideally be a Corporate Resolution.

11. ENTIRE CONTRACT

The Contract Documents represent the entire and integrated agreement between County and D-BE and supersede all prior representations, statements, or agreements concerning the subject matter of this Contract, whether verbal or written.

12. CONFIDENTIALITY

All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, and all written or other information submitted to A-E in connection with the performance of this Contract shall be held confidential by A-E and/or anyone acting under the supervision of A-E and shall not, without the prior written consent of County, be used for any purposes other than the performance of the

Projects/Services described in Attachment A, nor be disclosed to any person, partnership, company, corporation or agency, not connected with the performance of the Projects/Services. Nothing furnished to A-E which is generally known among counties in Southern California shall be deemed confidential. A-E and/or anyone acting under the supervision of A-E shall not use County name or insignia, photographs of the work, or any other publicity pertaining to the work in any magazine, trade paper, newspaper, or other medium without the express written consent of County.

13. PUBLICATIONS

No copies of sketches, schedules, written documents, computer based data, photographs, maps or graphs, including graphic art work, resulting from performance or prepared in connection with this

Contract, are to be released by A-E and/or anyone acting under the supervision of A-E to any person, partnership, company, corporation, or agency, without prior written approval by the County, except

3041306 Page 19 of 106 Design-Build PARCS as necessary for the performance of the services of this Contract. All press contacts, including graphic display information to be published in newspapers, magazines, etc., are to be administered only after County approval. The A-E agrees that it will not issue any news releases or make any contact with the media in connection with either the award of this Contract or any subsequent amendment of, or effort under, this Contract. A-E must first obtain review and approval of said media contact from County’s Project manager. Any requests for interviews or information received by the media should be referred directly to the County. A-Es are not authorized to serve as media spokespersons for County’s projects without first obtaining written permission from the County’s

Project Manager.

14. OWNERSHIP OF DOCUMENTS

All documents, including but not limited to drawings, designs, plans, specifications, models, schedules, estimates, and other D-BE work or materials in all forms and media pertaining to DBE’s

Scope of Services furnished hereunder shall be and remain the property of County, and may be used by County as it may require without limitation, without any additional cost to County. However, D-

BE does not accept responsibility for County’s use of D-BE’s work under this Agreement for other projects and A-E shall be held harmless for release of such data as may be prepared or created under this Contract to any third party. D-BE will provide all such work and materials County upon request, including copies of all work or materials prepared in electronic or digital format on computer disk or other applicable media. The rights and obligations of this paragraph shall survive the termination or completion of this Agreement. County shall not be limited in any way to its use thereof at any time, including the release of this data to third parties. If A-E and/or anyone acting under the supervision of A-E should later desire to use any of the data prepared in connection with this

Contract, A-E shall first obtain the written approval of County.

15. LEVINE ACT REQUIREMENT

D-BE agrees to comply with Government Code Section 84308. D-BE further agrees to disclose to

County any contribution made to any members of the Board of Supervisors or County Agency

Officers by D-BE, D-BE’s agent or lobbyist, or, if applicable, any subcontractor(s) for the twelve

(12) months prior to and twelve (12) months following the approval, renewal, or extension of this

Contract.

16. CIVIL RIGHTS AND NONDISCRIMINATION

A. General Civil Rights Provisions: In all its activities within the scope of its airport program, the

Contractor agrees to comply with pertinent statutes, Executive Orders, and such rules as identified in Title VI List of Pertinent Nondiscrimination Acts and Authorities to ensure that no person shall, on the grounds of race, color, national origin, creed, sex, age, or disability be excluded from participating in any activity conducted with or benefiting from Federal assistance.

This provision is in addition to that required by Title VI of the Civil Rights Act of 1964.

The above provision binds the Contractor and subcontractors from the bid solicitation period through the completion of the contract.

B. Nondiscrimination: In the performance of this Contract, Contractor agrees that it will comply with the requirements of Section 1735 of the California Labor Code and not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, or sex of such persons. Contractor acknowledges that a violation of this provision shall subject Contractor to penalties pursuant to Section 1741 of the California Labor Code.

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C. Compliance with Nondiscrimination Requirements: During the performance of this contract, the

Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the

“Contractor”), agrees as follows:

1. Compliance with Regulations: The Contractor (hereinafter includes consultants) will comply with the Title VI List of Pertinent Nondiscrimination Acts and Authorities, as they may be amended from time to time, which are herein incorporated by reference and made a part of this contract.

2. Nondiscrimination: The Contractor, with regard to the work performed by it during the contract, will not discriminate on the grounds of race, color, national origin, creed, sex, age, or disability in the selection and retention of subcontractors, including procurements of materials and leases of equipment. The Contractor will not participate directly or indirectly in the discrimination prohibited by the Nondiscrimination Acts and Authorities, including employment practices when the contract covers any activity, project, or program set forth in

Appendix B of 49 CFR part 21 including amendments thereto.

3. Solicitations for Subcontracts, including Procurements of Materials and Equipment: In all solicitations, either by competitive bidding or negotiation made by the Contractor for work to be performed under a subcontract, including procurements of materials, or leases of equipment, each potential subcontractor or supplier will be notified by the Contractor of the contractor’s obligations under this Contract and the Nondiscrimination Acts and Authorities on the grounds of race, color, or national origin.

4. Information and Reports: The Contractor will provide all information and reports required by the Acts, the Regulations, and directives issued pursuant thereto and will permit access to its books, records, accounts, other sources of information, and its facilities as may be determined by the Sponsor or the Federal Aviation Administration to be pertinent to ascertain compliance with such Nondiscrimination Acts and Authorities and instructions. Where any information required of a contractor is in the exclusive possession of another who fails or refuses to furnish the information, the Contractor will so certify to the Sponsor or the Federal Aviation

Administration, as appropriate, and will set forth what efforts it has made to obtain the information.

5. Sanctions for Noncompliance: In the event of a Contractor’s noncompliance with the nondiscrimination provisions of this contract, the Sponsor will impose such contract sanctions as it or the Federal Aviation Administration may determine to be appropriate, including, but not limited to:

i. Withholding payments to the Contractor under the contract until the Contractor complies;

and/or

ii. Cancelling, terminating, or suspending a contract, in whole or in part.

6. Incorporation of Provisions: The Contractor will include the provisions of paragraphs (1) through (6) in every subcontract, including procurements of materials and leases of equipment, unless exempt by the Acts, the Regulations, and directives issued pursuant thereto. The

Contractor will take action with respect to any subcontract or procurement as the Sponsor or the

Federal Aviation Administration may direct as a means of enforcing such provisions including sanctions for noncompliance. Provided, that if the Contractor becomes involved in, or is threatened with litigation by a subcontractor, or supplier because of such direction, the

Contractor may request the Sponsor to enter into any litigation to protect the interests of the

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Sponsor. In addition, the Contractor may request the United States to enter into the litigation to protect the interests of the United States.

Upon request by the County, Contractor will provide a copy of each subcontract to demonstrate the above language has been inserted.

D. Title VI List of Pertinent Nondiscrimination Acts and Authorities: During the performance of this Contract, the Contractor, for itself, its assignees, and successors in interest (hereinafter referred to as the “Contractor”) agrees to comply with the following non-discrimination statutes and authorities; including but not limited to:

• Title VI of the Civil Rights Act of 1964 (42 USC § 2000d et seq., 78 stat. 252) (prohibits discrimination on the basis of race, color, national origin);

• 49 CFR part 21 (Nondiscrimination in Federally-Assisted programs of the Department of

Transportation—Effectuation of Title VI of the Civil Rights Act of 1964) including amendments thereto;

• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42

U.S.C § 4601) (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);

• Section 504 of the Rehabilitation Act of 1973 (29 USC § 794 et seq.), as amended (prohibits discrimination on the basis of disability); and 49 CFR part 27 (Nondiscrimination on the Basis of Disability in Programs or Activities Receiving Federal Financial Assistance);

• The Age Discrimination Act of 1975, as amended (42 USC § 6101 et seq.) (prohibits discrimination on the basis of age);

• Airport and Airway Improvement Act of 1982 (49 USC § 47123), as amended (prohibits discrimination based on race, creed, color, national origin, or sex);

• The Civil Rights Restoration Act of 1987 (PL 100-259) (broadened the scope, coverage and applicability of Title VI of the Civil Rights Act of 1964, the Age Discrimination Act of 1975 and Section 504 of the Rehabilitation Act of 1973, by expanding the definition of the terms

“programs or activities” to include all of the programs or activities of the Federal-aid recipients, sub-recipients and contractors, whether such programs or activities are Federally funded or not);

• Titles II and III of the Americans with Disabilities Act of 1990 (42 USC § 12101, et seq), (prohibit discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing entities) as implemented by U.S. Department of Transportation regulations at 49 CFR parts 37 and 38;

• Title IX of the Education Amendments of 1972, as amended, which prohibits you from discriminating because of sex in education programs or activities (20 U.S.C. § 1681, et seq).

Contractor is required to insert the above Title VI List of Pertinent Nondiscrimination Acts and

Authorities into every subcontract at any tier. Upon request by the County, Contractor will provide a copy of each subcontract to demonstrate that the above language has been inserted.

E. Civil Rights Training: Upon request by the County, Contractor is required to disseminate and provide training materials and other information related to Title VI Civil Rights to its staff as specified by the County.

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GENERAL CONDITIONS

1. DEFINITIONS

As used in the Contract Documents, the following terms shall have the following definitions:

Term Definition

"day" Unless otherwise specified within the Contract Documents, all references to any "day" or number of "days" shall mean consecutive calendar days (including all holidays and weekends).

"working day" Any day within the period between the date of the Notice to Proceed and County’s acceptance of the work, except: Saturday; Sunday; or any day designated as a holiday by County. Notwithstanding the foregoing, any day will be treated as a working day if the Contract Documents require that it be so treated, or D-BE with County’s approval elects to work on such day.

Abbreviations The language of specifications and other Contract Documents is of the abbreviated type in certain instances, and implies words and meanings appropriately interpreted. Singular words will be interpreted as plural and plural words will be interpreted as singular where applicable and where full context of the Contract so indicates.

Addendum/Addenda Written or graphic instrument issued prior to the opening of Bids which corrects or changes the Contract Documents.

Amendment A written instrument issued after execution of the Contract Documents signed by the County and D-BE, stating their Contract upon all of the following: the addition, deletion or revision in the scope of services or

Deliverables; the amount of the adjustment to the Contract Amount; the extent of the adjustment to the Contract Time; or modifications of other

Contract terms.

Application for Payment D-BE's periodic or one-time claim for payment based on work completed.

Architect-Engineer (A-E) D-BEs Architect or Engineer of Record for the Project, hired to provide

A-E services.

Approve Where used in conjunction with the Architect or Engineer's response to submittals, requests, applications, inquiries, reports and claims by the

D-BE, the meaning of the term "approved" will be held to limitations of the Architect or Engineer's responsibilities and duties as specified in

General Conditions. In no case, will "approved" by the Architect or

Engineer be interpreted as a release of the D-BE from responsibilities to fulfill requirements of the Contract, nor as any modification to those requirements.

Board of Supervisors County's governing body.

Bulletin Written or graphic instrument issued prior to the opening of Bids which clarifies or answers general questions about the Contract Documents.

CCR California Code of Regulations.

Change Order A modification of the Contract as provided by the "Changes" Section of the General Conditions.

Change Order Request County's request for D-BE to provide a proposal and price/time quote for County's desired Change Order, or County’s description of work to be performed pursuant to D-BE’s Request for Change.

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Term Definition

Changed Conditions Site conditions or materials of an unexpected nature or differing from those represented in the Contract Documents as provided by the

"Changes" Section of the General Conditions.

Code Sections Except where otherwise specified, all statutory references (e.g. "Labor

Code" or "Public Contract Code") shall mean those laws enacted by the

State of California, as they may be amended.

Construction Schedule D-BE's initial construction schedule after it has been accepted by

County and designated as the Project Construction Schedule, and updated by each monthly schedule update.

Contingency (County’s) A fund to cover cost growth during the Project used at the discretion of the County usually for costs that result from County directed changes or unforeseen site conditions. The amount of the County’s Contingency will be set by the County and will be in addition to the project costs included in the D-BE’s GMP packages. Use and management of the

County’s Contingency during the construction phase is described in

Section 3.2.

Contingency (D-BE’s) A fund to cover cost growth during the Project used at the discretion of the D-BE usually for costs that result from Project circumstances.

Contract The portion of the Contract Documents, signed by both Parties, that contains the Project name, Contract Price, Contract Time, Liquidated

Damages, and other terms and conditions.

Contract Price The total dollar amount of the Contract identified in the "Contract Price and Time" Section of the Agreement as it may be adjusted in accordance with the "Changes" Section of the General Conditions.

Contract Time The number of calendar days specified in the "Contract Price And

Time" Section of the Agreement that D-BE has to complete the work after the issuance of a Notice to Proceed for GMP 1, as it may be adjusted in accordance with the "Changes" Section of the General

Conditions.

County The County of Orange, a political subdivision of the State of California, and its representatives, alternate designation, County, a body corporate and public.

Design & Construction

Critical Path Schedule

Critical Path Schedule, means the sequence of activities from the start of the Work to the Substantial Completion of the Project. Any delay in the completion of these activities will extend the Substantial

Completion date.

Defective Work D-BE's performance that does not conform to the requirements of the

Contract Documents, industry standards, manufacturers' recommendations, or requirements of the "Quality Of Materials And

Workmanship" Section of the General Conditions.

Design-Build Entity “Design-Build Entity” (D-BE), is used in the State’s Public Contract

Code section 20133(c)(3) to describe the partnership, corporation, or other legal entity that is able to provide appropriately licensed contracting, architectural, and engineering services as needed pursuant to a design-build contract.

Director Except where otherwise provided, references to "Director" shall mean the Director of John Wayne Airport or his or her designee.

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Term Definition

Directed, Requested, etc.: Where not otherwise explained, terms such as "directed," "requested,"

"authorized," "selected," "approved," "required," "accepted," and

"permitted" mean "directed by A-E," "requested by A-E," "requested by A-E," and similar phrases. However, no such implied meaning will be interpreted to extend A-E's responsibility into the D-BEs area of construction responsibility.

Division 01 to 39

Specifications

Division 01-39 Specifications: refers to Construction Specification

Institute (CSI) format the organization of specifications. CSI is an organization that keeps and changes the standardization of construction language as it pertains to building specifications.

Dust Control Plan D-BE's plan for compliance with County's Fugitive Dust Emission

Control Plan in conformance with the SCAQMD Rule 403 (See the

"Performance" Section of the General Conditions.)

Emergency/Contingency

Plan

D-BE's provisions for handling spills of hazardous, liquid, or nuisance materials prepared in accordance with the "Hazardous or Contaminated

Materials" subsection of the "Performance" Section of the General

Conditions.

Engineer or Architect of

Record

The California-registered architect or engineer in responsible charge for the design of the Project and whose seal appears on the Plans and

Special Provisions.

Final Payment The last and complete payment by County to D-BE under the Contract as provided by the "Payments" Section of the General Conditions.

General Conditions The portion of the Contract Documents setting forth various conditions and requirements of the Contract.

General Requirements The provisions of Division 01 (1) CSI sections that shall apply to the entire work.

GMP Guaranteed Maximum Price

Health and Safety Plan

(H&SP)

D-BE's detailed provisions for compliance with all applicable health and safety laws, orders and regulations. (See the "Performance" Section of the General Conditions.)

Liquidated Damages Damages specified in the "Liquidated Damages" Section of the

Agreement, payable to County for D-BE's failure to complete the work within the Contract Time.

Lump Sum (LS) "Lump Sum", "L.S.", or "Job" prices are paid according to a flat total for all labor, materials, overhead, and other costs associated with the work item. (See the "Payments" Section of the General Conditions.)

Manifests Required documents that identify the generator, transporter, disposal facility and type of hazardous material(s). Manifests include, but are not limited to: documents entitled Uniform Hazardous Waste

Manifest(s), Bills of lading, or similar documentation concerning the handling, transportation, and disposal of materials (See the "Hazardous

Or Contaminated Materials" subsection of the "Performance" Section of the General Conditions.)

Notice of Completion The document recorded by County in accordance with Civil Code

Section 8182 after completion of the work.

Notice of Termination County's notice to D-BE specifying the effective date of a termination of the Contract (in whole or in part), as provided by the "Termination

For Convenience Of County " Section of the General Conditions.

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Term Definition

Offsite Costs “Offsite Costs” means the actual costs incurred for the following: work in public right-of-way; utility extension and realignment costs; impact fees.

Party / Parties The County and/or D-BE.

Plans The drawings, profiles, cross sections, standard plans, working drawings, and shop drawings, or reproductions thereof, approved by

County, which show the location, character, dimensions, or details of the Project.

Project All work performed by D-BE as required by, and in strict accordance with, the Contract Documents.

Project Manager (PM) The County or D-BE representative identified in the Contract

Documents or otherwise specified by County or D-BE in writing.

Request for Change D-BE's request that County issue a Change Order.

Retention The amount of progress payments withheld by County as security for

D-BE’s complete and proper performance of the Contract as provided by the "Payments" Section of the General Conditions.

Retention Payment Payment of the Retention in accordance with Public Contract Code

7107 and the "Retention Payment" Section of the General Conditions.

Schedule of Values Detailed breakdown by discipline or unit prices and costs as defined for the project in the Schedule of Values in the Construction Agreement and its General Conditions, as attached hereto.

Schedule Update(s) D-BE's monthly update of work progress. (See the "Project Schedules" and “Payments” Sections of the General Conditions.)

Subcontractor(s) Those D-BEs independently engaged by D-BE to perform portions of the work.

Submittals Items that the Contract Documents require D-BE to submit to County after award of the Contract and issuance of the Notice to Proceed, as provided by the "Submittals" Section of the General Conditions.

Supplementary General

Conditions

The portion of the Contract Documents identified describing additions and revisions to the General Conditions setting forth conditions and requirements peculiar to the Project.

Traffic Control Plan (TCP) D-BE's provisions for coordination of its traffic at the Project site. (See the "Performance" Section of the General Conditions.)

Unilateral Change Order A Change Order issued by the County where County and D-BE cannot reach an agreement on a proposed modification to the Contract.

2. A-E STATUS

Unless otherwise expressly stated in the Contract between D-BE and the County, the D-BE is responsible to the County for the preparation of adequate drawings, specifications, and reports within the scope of the contract. A-E services normally include checking of shop drawings, equipment submittals and material lists; recommendations to the County regarding proposed substitutions; furnishing consultation and advice to the County to clarify the intent of the drawings and specifications and on questions that may arise during construction. D-BE shall have access to observe work at all times wherever it is in preparation or progress. D-BE does not have the authority to act for the County or to stop work. Should the D-BE observe work which in D-BE’s judgment, should be stopped to prevent damage, injury, loss, or error, D-BE should notify the County’s representative without delay.

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3. COMPLIANCE WITH LAWS AND REGULATIONS

D-BE shall strictly adhere to and obey all applicable laws, statutes, codes, ordinances, rules, regulations, tariffs, and orders of any local, State, or federal governmental or regulatory County having jurisdiction over the Project.

4. CONFLICT OF INTEREST

Contractor Personnel:

The D-BE shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interests of the County. This obligation shall apply to the D-

BE; the D-BE’s employees, agents, and relatives; sub-tier Contractors; and third parties associated with accomplishing work and Projects/Services hereunder. D-BE’s efforts shall include but not be limited to establishing precautions to prevent its employees or agents from: making, receiving, providing or offering gifts, entertainment, payments, loans or other considerations which could be deemed to appear to influence individuals to act contrary to the best interests of the County.

The D-BE shall notify County, in writing, of any potential or actual conflicts of interest between

Contractor and County that may arise prior to, or during the period of, Contract performance, including, but not limited to, whether any known County public officer’s child is an officer or director of, or has an ownership interest of ten (10) percent or more in, Contractor. While Contractor will be required to provide this information without prompting from County any time there is a change regarding conflict of interest, Contractor must also provide an update to County upon request by County.

Pre-Bid Services

Firms that perform pre-bid services, including but not limited to, feasibility, programming, and/or criteria documents are not prohibited from being part of a D-BE so long as they are not considered an “Officer” within the provisions of Government Code 1090 and 1097.6. Interested firms that were involved in pre-bid services shall seek approval in writing from County for concurrence that the firm is not an “Officer” prior to submitting an SOQ.

County Personnel:

County of Orange Board of Supervisors policy prohibits its employees from engaging in activities involving a conflict of interest. Contractor shall not, during the period of this Contract, employ any

County employee for any purpose.

5. D-BE’S LICENSE

At all times during the term of this Contract, D-BE shall: (a) maintain in good standing all licenses required by the State of California or any other governmental entity for it to perform the work required under the Contract; and (b) comply in all respects with the California D-BEs’ State License

Law, Business & Professions Code Section 7000, et seq.

5.1 LICENSED SUBCONTRACTOR

Each Subcontractor selected for the work shall be licensed in the State of California in the

Subcontractor's particular field.

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5.2 COMMUNICATIONS

Communications with Subcontractors shall be made through D-BE except when in emergency situations D-BE is not readily available, in which case detailed instructions shall be transmitted to

Subcontractors directly.

5.3 RESPONSIBILITY

D-BE shall give personal attention to the fulfillment of the work and shall keep the work under its control. D-BE shall be equally responsible for all work required by the Contract Documents and the acts and omissions of Subcontractors and all persons directly or indirectly employed by them as D-

BE is for D-BE's acts and omissions and of persons directly or indirectly employed by D-BE. D-BE shall indemnify and hold County harmless with respect to the activities of each and every

Subcontractor in the same manner and to the same degree as if such Subcontractor were the D-BE’s employee. D-BE shall pay each Subcontractor promptly the amount allowed D-BE on account of such Subcontractor’s work to the extent of such Subcontractor's interest therein.

5.4 CONTRACTUAL RELATIONS

Nothing contained in this Contract shall create any contractual relations between County and any

Subcontractor.

5.5 LISTING AND SUBSTITUTION OF SUBCONTRACTORS

D-BE shall comply with the Subletting and Subcontracting Fair Practices Act, California Public

Contract Code Sections 4100 et seq. D-BE may not substitute a person or entity in place of any subcontractor listed in a GMP except with County’s written approval in compliance with the provisions of Public Contract Code Sections 4107 et seq.

6. SCOPE OF DESIGN-BUILD RESPONSIBILITY

6.1 SITE AND EXISTING CONDITIONS

6.1.1 D-BE is charged with all information and knowledge that a reasonable D-BE would ascertain from having performed required review, research and analysis as described below and described throughout the Contract.

6.1.2 The D-BE will be responsible for all necessary field investigations needed to confirm and document the existing conditions. D-BE shall perform all testing required to adequately design the project such as: geotechnical investigations, utility surveys and potholing, video of sewer to confirm condition and capacity, topographic surveys, test borings, hazardous material testing, destructive testing

(masonry investigation, concrete cores, and window removals), hydrant flow tests, etc., and review with the County Project Manager.

6.1.3 Using available existing building plans, site plans, geotechnical information, etc., provided by John

Wayne Airport / A&E Project Management, the D-BE shall review existing drawings, reports and documentation that pertain to the project area. The County Project Manager may provide assistance in obtaining additional data.

6.1.4 Make site visit arrangements through the County Project Manager.

6.1.5 Subsurface Conditions:

a) Those reports of explorations and tests of subsurface conditions at or contiguous to the Site that have been made available for informational purposes; and

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b) Physical Conditions: Those drawings of physical conditions in or relating to existing surface or subsurface structures at or contiguous to the Site that have been made available for informational purposes.

6.1.6 These reports and drawings are not Specifications but as provided in Existing Conditions reports, D-BE may rely on the information in these reports and drawings. However, D-BE shall independently verify the information provided in the reports and shall prepare or have prepared new and updated reports in developing the design of the Project.

6.1.7 Records of existing structures on or in the vicinity of Site of Work may be supplied in Existing

Conditions reports, or may be on file in the County's offices and may be examined by D-BE (but subject to the conditions of Existing Conditions reports). D-BE should note that existing structures or facilities may differ from records on file, or may have been altered, and that no representation is made, nor responsibility taken nor warranty given either express or implied, by the County as to the accuracy of locations and other data shown on records, except as otherwise provided in the Contract.

After contract award, D-BE is to conduct all necessary investigations and become familiar with any and all actual as-built conditions. Compensation for unknown differing site conditions shall be allowed as provided in the Contract.

6.2 DESIGN

6.2.1 D-BE shall provide architectural and…