IFB#080-2382303-TR_Final.pdf

County of Orange, OC Public Works IFB-080-2382303-TR

Job Order Contract (JOC) for Pavement Maintenance

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OC PUBLIC WORKS

Procurement Services

601 N. Ross St., 4th Floor

Santa Ana, CA 92701

Date: December 20, 2023

INVITATION FOR BIDS

BID MUST BE RECEIVED

BEFORE:

January 4, 2024 2:00 PM PDT

DATE / TIME

IFB 080-2382303-TR

BID NUMBER

2382303

FILE FOLDER NUMBER

COVER PAGE

Procurement Services

Regular Office Hours:

8:00 AM. to 5:00 PM

Monday through Friday

The office is closed between

12:00 PM and 1:00 PM

The County of Orange, OC Public Works, (“County”) is requesting competitive sealed bids from qualified firms (“Bidder”) for Job

Order Contracting (JOC) for Pavement Maintenance. The awarded contract (“Contract”) will be a usage Contract between the

County and awarded Bidder(s) (“Contractor(s)”) in accordance with the Model Contract, attached hereto and incorporated herein, and Scope of Work attached hereto and incorporated herein by this reference as Attachment A. The proposed Contract shall be effective for one (1) year or until the total Contract amount is reached. The Contractor shall possess a current State of California

A or C-12 Contractor’s license issued by the California State Contractor’s License Board.

BIDS ARE DUE ON OR BEFORE THE DATE AND TIME SPECIFIED ABOVE.

THERE WILL BE A MANDATORY PRE-BID MEETING ON DECEMBER 21, 2023 AT 9:00 AM.

ALL QUESTIONS/REQUESTS FOR INTERPRETATION MUST BE RECEIVED BEFORE 2:00 PM ON DECEMBER 27, 2023.

ELECTRONIC BID OPENING DATE: January 4, 2024 AT 2:00PM.

BIDS WILL BE VALID FOR 180 DAYS AFTER CLOSING DATE.

All questions and inquiries related to this IFB must be directed to: Antonio Rocha County Deputy Purchasing Agent (“DPA”), OC Public Works/Procurement Services, via the Periscope Source at the: County’s online bidding system under the bid page for this solicitation.

Respondents are not to contact other County personnel with any questions or clarifications concerning this IFB. OC Public

Works/Procurement Services will provide all official communication concerning this IFB. Any County response relevant to this

IFB other than through or approved by OC Public Works/Procurement Services is unauthorized and will be considered invalid.

I have read and understand and agree to the terms and conditions herewith, and I am submitting a bid in response to this solicitation.

Date: ____________________ Company Name:

*Authorized Signature Print Name Title

*Authorized Signature Print Name Title

* If the Bidder is a corporation, (2) two signatures are required: one (1) signature by the Chairman of the Board, the President or any Vice President; and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant

Treasurer. The signature of one person alone is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories described above. For County purposes, proof of such dual office holding will be satisfied by having the individual sign the instrument twice, each time indicating his or her office that qualifies under the above described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signator to bind the corporation.

RETURN THIS COVER PAGE WITH YOUR BID

https://prod.bidsync.com/orange-county

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I. GENERAL INFORMATION

1. Important Notice: The County of Orange has attempted to provide all information available. It is the responsibility of each Bidder to review, evaluate, and where necessary, request any clarification prior to submission of a bid. If any person contemplating submitting a bid in response to this IFB is in doubt as to the true meaning of any part of the solicitation documents attached hereto or finds discrepancies in or omissions from the specifications, they must submit a written request for clarification/interpretation to the DPA via Periscope Source at the: County’s online bidding system under the bid page for this solicitation.

If clarification or interpretation of this solicitation is considered necessary by County, a written addendum shall be issued and the information will be posted on Periscope Source at the: County’s online bidding system. Any interpretation of, or correction to, this solicitation will be made only by addendum issued by the County DPA. It is the responsibility of each Bidder to periodically check the County’s on-line bid system to ensure that they have received and reviewed any and all addenda to this solicitation. The County will not be responsible for any other explanations, corrections to, or interpretations of the documents, including any oral information.

All questions or requests for interpretation must be received by the time and date specified on the bid cover page.

2. OC Public Works/Procurement Services regular business hours are 8:00 AM to 12:00 PM and 1:00 PM to 5:00 PM, Monday through Friday. OC Public Works/Procurement will be closed on the following County holidays:

December 25, 2023

January 1, 2024

3. Orange County does not require and neither encourages nor discourages the use of lobbyists or other consultants for the purpose of securing business.

II. GENERAL INSTRUCTIONS AND PROVISIONS

1. Before submitting a bid, Bidders shall carefully examine the solicitation contents, including the Contract Terms and

Conditions and Scope of Work. Bidders shall include in their bid response a monetary sum to cover the cost of all items included in the Contract

2. This Invitation for Bids consists of the Cover Page and the following Attachments and Exhibits:

Section I General Information

Section II General Instructions and Provisions

Section III W-9 Requirements

Section IV County Contract Terms and Conditions, including:

Attachment A - Scope of Work and its parts:

1. Section A - Supplement to the Standard Specifications for Public Works Construction

2. Section B - Permits

3. Section C- Special Provisions

Attachment B - Contractor’s Pricing;

Exhibit 1 Company Profile & References

Exhibit 2 Non-Collusion Affidavit

Exhibit 3 Labor & Material Bond

Exhibit 4 Faithful Performance Bond

Exhibit 5 Iran Contracting Act Certification Form

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Exhibit 6 Campaign Contribution Disclosure Form

Exhibit 7 Contractor Safety Responsibility Form

Exhibit 8 Contractor Safety – Activity Checklist (Contractor will provide prior to the issuance of each task order)

Exhibit 9 Experience Statement

3. Mandatory Pre-Bid Meeting Webinar: All Bidders must be in attendance at the Pre-Bid Meeting Webinar in order to continue in the bidding process. The Pre-Bid Webinar Meeting will be conducted one time only. Attendance will be taken at the webinar meeting, in the beginning, and at the end of the meeting. Attendance during the entire webinar is required. Link to Pre-Bid Meeting Webinar will be provided via email, to contact information submitted during the pre-qualification phase.

i. PRE-BID INFORMATION

DATE: DECEMBER 21, 2023.

TIME: 9:00 AM – NO ONE WILL BE ADMITTED AFTER 9:10AM

ii. Please RSVP your attendance be sending an email to Antonio.Rocha@ocpw.ocgov.com by closed of business day on December 20, 2023.

iii. The purpose of the Pre-Bid Meeting will be to distribute documents and discuss the Job Order Contract (JOC) concept. County strongly encourages a responsible managing officer from the Contractor’s office to attend this meeting.

4. Bid Submittal: This is a fully electronic Invitation for Bid (IFB). Bidders must submit their bids onto be considered responsive. All bid documents specified in Section II of the IFB shall be uploaded electronically and bidders shall utilize

Periscope Source to provide their overall factor from Line 5 of the Award Formula on Attachment B of the Model

Contract. Only electronic bids will be accepted, no exceptions. Once the Bid Due Date and Time has lapsed, bidders, the public and County staff are able to immediately see the results on Periscope Source.

All bids are due no later than the due date and time specified within this solicitation. Late bids will not be accepted regardless of reason.

5. Responsive Bids shall include the following completed submittals:

i. Bid Cover Page: Dated and signed by Contractor’s authorized representative (note special requirements for

Corporations)

ii. Attachment B: Contractor’s Pricing (2 pages, individual scores & award formula)

iii. Exhibit 1: Company Profile and References

iv. Exhibit 2: Non-Collusion Affidavit

v. Bid Bond in an amount not less than 10% of the total Contract amount

vi. Exhibit 5 Iran Contracting Act Certification Form

vii. Exhibit 6: Campaign Contribution Disclosure Form

viii. Exhibit 7 Contractor Safety Responsibility Form

ix. Exhibit 8 Contractor Safety – Activity Checklist (Contractor will provide prior to the issuance of each task order)

x. Exhibit 9 Experience Statement

6. Bid Cover Page: The Cover Page of a responsive bid must include the date and company legal name and must be signed by person(s) with authority to bind the Bidder. If the Bidder is a corporation, then the signature of two corporate

2382303 Page 4 of 133 specific officers are required as follows. (1) signature by the Chairman of the Board, the President or any Vice President;

and one (1) signature by the Secretary, any Assistant Secretary, the Chief Financial Officer or any Assistant Treasurer.

The signature of one person alone is sufficient to bind a corporation, as long as he or she holds corporate offices in each of the two categories described above. For County purposes, proof of such dual office holding will be satisfied by having the individual sign the instrument twice, each time indicating his or her office that qualifies under the above described provision. In the alternative, a single corporate signature is acceptable when accompanied by a corporate resolution demonstrating the legal authority of the signator to bind the corporation. An unsigned or improperly signed bid submission is grounds for rejection of the bid and disqualification from further participation in this IFB process.

7. Pricing (Attachment B):

i. Adjustment Factors quoted shall be firm for the full term of the Contract.

ii. Bidder shall utilize Attachment B, Contractor’s Pricing, to provide all-inclusive Adjustment Factors for Services in accordance with the requirements of the Scope of Work for the full term of the Contract. All items shall be properly filled in. The completed form shall be without alterations, interlineations, or erasure marks.

iii. Bids shall be submitted for Adjustment Factors as stated in the specifications; bids upon other bases will not be considered. Bids that do not reference all addenda or that are not submitted on the prescribed forms may be rejected.

iv. Each Bidder must submit two (2) Adjustment Factors in order to be considered responsive. The first Adjustment

Factor is to be applied to work anticipated to be performed during Normal Working Hours (7:00 AM to 5:00 PM).

The second Adjustment Factor is to be applied to work anticipated to be performed during Other Than Normal

Working Hours (Overtime) (5:01 PM to 6:59 AM). It will be the responsibility of the winning Bidder to comply with all applicable Prevailing Wage laws.

v. The Bidder’s Adjustment Factors must contain allowances for overhead, profit, bond premiums, insurance, Quote development in connection therewith, as no additional allowance will be made later.

vi. Any change in the applicable minimum hourly wage rates during the contract period shall not affect the Unit Price to be paid by the County for work performed under the contract.

vii. Bids will be considered on the following criteria: Lowest responsible bidder using Adjustment Factors. For the purposes of determining the low bid, the Normal Working Hours Adjustment Factor shall be multiplied by .80, the Other Than Normal Working Hours Adjustment Factor shall be multiplied by .20, these two numbers will be summed for a composite bid, and the lowest composite bid will be considered the low bid. Please utilize second page of Attachment B and submit with your bid.

8. Company Profile & References (Exhibit 1): Bidder shall utilize the forms provided in Exhibit 1 of this solicitation to satisfy this requirement.

9. No person, firm or corporation shall be allowed to make or file or be interested in more than one bid, for the Job Order

Contract. A person, firm or corporation who has submitted a sub-bid to a Bidder, or who has quoted prices on materials to a Bidder, is not hereby disqualified from submitting a sub-bid or quoting prices to other Bidders.

10. Bonds: Bonds shall be secured from an admitted surety company authorized to conduct surety insurance in California and satisfactory to County Counsel and County Risk Management and in accordance with the General Conditions.

i. Bid Bond: Bidder will be required to furnish a bid bond in an amount not less than 10% of the total Contract amount. Original bid security documents shall be received at the following address by 2:00 p.m. on the bid closing date or submittals shall be deemed non-responsive:

County of Orange/County Administration South Building

601 N. Ross St., 4th Floor

Santa Ana, CA 92701

Attn: Antonio Rocha

ii. Labor and Material Payment Bond and a Faithful Performance Bond (Exhibits 3 & 4): The successful

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Bidder, immediately upon award, will be required to furnish a Faithful Performance Bond and a Labor and

Material Payment Bond in an amount of $5,000,000.

11. Non-Collusion Affidavit (Exhibit 2):

i. Pursuant to Public Contract Code, Section 7106, each Bidder must execute and submit with their bid a Non-

Collusion Affidavit. Bidder shall utilize Exhibit 2 of this solicitation to satisfy this requirement.

ii. Contractor shall, before awarding any subcontract, secure a Non-Collusion Affidavit from the proposed subcontractor.

12. Contractor’s License: No bid shall be considered from a Bidder who, at the time the Contract is awarded, is not licensed to Contract for this Contract in accordance with the law under provisions of Division III, Chapter 9, Section

7000 et. seq. of the Business and Professions Code of the State of California. In all contracts where federal funds are involved, no bid submittal shall be invalidated by the failure of Bidder to be licensed in accordance with the laws of this state. However, at the time the Contract is awarded, Contractor shall be properly licensed in accordance with the laws of this State. The first payment for work or material under any Contract shall not be made unless and until the

Registrar of Contractors verifies to County that the records of the Contractor’s License Board indicate that Contractor was properly licensed at the time the Contract was awarded. Any Contractor or Bidder not so licensed shall be subject to all legal penalties imposed by law, including, but not limited to, any appropriate disciplinary action by the

Contractor’s State License Board. Failure of Contractor to obtain proper and adequate licensing for an award of a

Contract shall constitute a failure to execute the Contract and shall result in the forfeiture of the security of the

Contractor.

In accordance with Section 3300, Chapter 3, Article 3, of Part 1 of Division 2 of the Public Contract Code, Bidder shall possess a Class A or C-12 Contractor’s License.

In the event of a dispute as to the classification of license required, the opinion of the Contractor’s State License Board shall prevail.

13. Bidders shall be required to meet any other legal, license or certificate requirements that are necessary to enable them to perform the services specified in this solicitation.

14. Bidders shall take all responsibility for any errors or omissions in their bids. Any discrepancies in numbers or calculations shall be interpreted to reflect the lowest price to the County.

15. The County shall not be liable for any expenses incurred by potential Bidders in the preparation or submission of their bids. Pre-contractual expenses are not to be included in the Contractor’s Pricing Sheet. Pre-contractual expenses are defined as, including but not limited to, expenses incurred by Bidder in:

i. Preparing its bid in response to this IFB;

ii. Submitting that bid to the County;

iii. Negotiating with the County any matter related to the bid; and,

iv. Any other expenses incurred by the Bidder prior to the date of the award and execution, if any, of the Contract.

16. Protest: Any Bidder who alleges an error or impropriety in the solicitation or award of a contract may submit a grievance or protest to the awarding department and the following procedures will apply.

a. Protest of Award of Contract

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Prior to the filing of an Agenda Staff Report (ASR) for award of Contract, the Deputy Purchasing Agent shall send a Notice of Intent to Award a Contract to all participating vendors and submit a copy to the Clerk of the Board.

1) Bidders will have five (5) business days from the date of the notice in which to file a protest concerning the award of the Contract.

2) Protests relating to a proposed Contract award which are received after the five (5) business day deadline will not be considered by the County.

3) During the five (5) business day period, bid information is subject to public disclosure.

4) Upon expiration of the five (5) business day period or proper resolution of a protest/appeal, the department may move forward with the Contract award or if necessary, filing the item for approval by the Board of

Supervisors.

b. Protest Process

1) In the event of a timely protest, the County shall not proceed with the solicitation or award of the Contract until the DPA, or the Director renders a decision on the protest.

2) Upon receipt of a timely protest, the DPA will within ten (10) business days of the receipt of the protest, issue a decision in writing which shall state the reasons for the actions taken.

3) The County may, after providing written justification to be included in the procurement file, make the determination that an immediate award of the Contract is necessary to protest the substantial interest of the

County. The award of a Contract shall in no way compromise the protestor’s right to protest procedures outlined herein.

4) If the protestor disagrees with the decision of the DPA, the protestor may submit a written appeal to the Office of the Director requesting an appeal, in accordance with the process stated below.

c. Appeal Process

1) If the protesting Bidder wishes to appeal the decision of the DPA, the protesting bidder must submit, within three (3) business days from receipt of the DPA’s decision, a written appeal to the Office of the Director.

2) Within fifteen (15) business days, the Office of the Director will conduct a third-party review of all materials in connection with the grievance, assess the merits of the protest and provides a written determination that shall contain his or her decision.

3) The decision of the Director will be final and there shall be no right to any administrative appeals of this decision.

17. Acceptance/Rejection/Award

i. Bids are not to be marked as confidential or proprietary. The County may refuse to consider any bid so marked.

Bids submitted in response to this IFB may become subject to public disclosure. The County shall not be liable in any way for disclosure of any such records. Additionally, all bids shall become the property of the County.

ii. Bid packages will be reviewed by the County for responsiveness to all requirements. The County has the right to reject any bid deemed unresponsive or lacking the resources or experience to adequately perform the services described herein, and is therefore not a responsible bidder.

iii. Only responsible and responsive bids meeting all solicitation requirements and specifications shall be further reviewed for consideration for award. Award shall be based on the lowest, responsive, and responsible bid.

Bidders shall note that non-acceptance of County of Orange terms and conditions will result in a bid being deemed non-responsive. The County will not accept any other terms, conditions, or provisions contrary to those contained within this solicitation.

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iv. Final award determination based upon the lowest responsive, responsible bid, may also include a review of successful Bidder’s qualifications, experience, and resources; Bidder’s ability to meet the requirements and perform the services specified in this solicitation; Bidder’s references and past performance; and Bidder’s acceptance of

County of Orange terms and conditions.

v. Awarded Contractor will be required to sign a Contract upon award. If Contractor is a corporation, signature will be provided in accordance with the corporation’s code as specified in this solicitation.

18. Rights Reserved to County: The County reserves the right to:

i. Waive, at its discretion, any irregularity or formality which the County deems immaterial.

ii. Make multiple awards to Bidders for services requested in this solicitation, at its sole discretion, to serve the best interests of the County.

ii. Accept or reject all bids received as a result of this solicitation at its sole discretion and solicit new bids as the best interests of the County may require;

iii. Withdraw or cancel this solicitation at any time without prior notice and furthermore makes no representation that any Contract will be awarded to any bidder responding to this solicitation;

19. Levine Act Requirements

Effective January 1, 2023, Government Code Section 84308, otherwise known as the “LevineAct” became applicable to members of the Board and other County officials. In order to comply with this requirement, Bidder shall furnish the required Campaign Contribution Disclosure Information form as a required submittal with its Proposal. Failure to include the form as required will render the bid nonresponsive.

III. W-9 REQUIREMENTS

1. Department of the Treasury, Internal Revenue Service Form W-9 Requirement: Effective June 3, 2006, all

Contractors entering into a contract with the County, who are not already established in the Countywide Accounting and Personnel System (CAPS) as an Auditor-Controller vendor, will be required to submit to the County a federal Form

W-9, or form W-8 for foreign vendors. The County will inform the Contractor, at the time of award, if the Form W-9, or W-8, will be required.

In order to comply with this County requirement, within ten days of notification of selection of award of Contract but prior to official award of Contract, the selected Contractor agrees to furnish to the contract administrator, the County

DPA, or the agency/department deputy purchasing agent the required W-9 or W-8.

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IV. MODEL JOB ORDER CONTRACT (JOC) [TBD]

FOR

PAVEMENT MAINTENANCE

This Job Order Contract for Pavement Maintenance (“Contract”) is made and entered into as of the date fully executed by and between County of Orange, a political subdivision of the State of California, and the Orange County Flood

Control District, a body corporate and politic, together, (“County”) and [TBD], (“Contractor”), which are sometimes individually referred to as “Party,” or collectively referred to as “Parties.”

RECITALS

WHEREAS, County and Contractor are entering into this Contract for Pavement Maintenance under a Usage

Contract; and, WHEREAS, County solicited Pavement Maintenance as set forth herein, and Contractor has represented that it is qualified and capable to provide Pavement Maintenance to the County as further set forth herein; and, WHEREAS, Contractor agrees to provide Pavement Maintenance to the County as further set forth in the Scope of

Work, attached hereto as Attachment A and incorporated herein; and, WHEREAS, Contractor shall accomplish to the satisfaction of Engineer, as defined in Section A of the JOC Special

Provisions, all work described in Contract and shall provide and furnish all the labor, materials, necessary tools, expendable equipment, and all utility and transportation services required;

WHEREAS, County agrees to pay Contractor the fees as further set forth in Contractor’s Pricing, attached hereto as Attachment B and incorporated herein;

NOW, THEREFORE, the Parties mutually agree as follows:

DEFINITIONS

DEFINITIONS: The following terms shall have the definitions as set forth below:

1. Adjustment Factor: The Bidder’s competitively bid price adjustment to the unit prices published in the corresponding

Unit Price List (UPL) developed by OC Public Works for Job Order Contracts.

2. A-E: The Architect or Engineer or his authorized representative retained by the County to design the Work.

3. Board of Supervisors: The governing body of the County of Orange.

4. Brief Scope of Work: The initial scope of Work is developed by the Engineer and is utilized to provide adequate information to schedule the Joint Scope Meeting.

5. Best Management Practices (BMPs): As used herein, a BMP is defined as a technique, measure, or structural control used for a given set of conditions to manage the quantity and improve the quality of stormwater runoff in a cost-effective manner. Specific BMPs are found within Section D, “Erosion, Sediment, and Chemical Control Plan (ESCCP) of JOC

Special Provisions and shall be referred to hereinafter collectively as "BMP Fact Sheets," which contain pollution prevention and source control techniques to eliminate non-stormwater discharges and minimize the impact of pollutants on stormwater runoff.

6. Contract: Contract consists of Invitation for Bids, Job Order Contract Agreement, Performance Bond, Payment Bond, Certificates of Insurance, Special Provisions, Specifications, Task Orders, and all modifications and amendments hereto.

7. County: The County of Orange as a legal entity, a political subdivision of the State of California.

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8. DAMP/LIP: To assure compliance with the Stormwater Permits and water quality ordinances, the County Parties have developed a Drainage Area Management Plan (DAMP) which includes a Local Implementation Plan (LIP) for each jurisdiction that contains Best Management Practices (BMPs) that parties using properties within Orange County must adhere to.

9. Detailed Scope of Work: The complete description of services to be provided by the Contractor under an individual

Job Order. Developed by the Contractor, after the Joint Scope Meeting, and submitted for approval to the Engineer.

10. Engineer: The Chief Engineer, OC Public Works. Section A, Page A-1, for the detailed description of the term.

11. Final Acceptance: All Work has been completed and accepted by the County in writing. The Contractor has provided all required close-out documentation and items as required by the Detailed Scope of Work for the specific Job Order, and these items have been accepted and approved by the County

12. Job Order: A written order issued by the County requiring Contractor to complete the Detailed Scope of Work within the Task Order Completion Time for the Task Order Price. Work may consist of one or more Task Orders.

13. Job Order Authorization (JOA): Issued upon acceptance of quote and the duration schedule, stating that the quote is a firm fixed price. Must be issued prior to issuance of a Notice to Proceed.

14. Job Order Completion Time: The time within which the Contractor must complete the Detailed Scope of Work.

15. Job Order Notice To Proceed (NTP): The document prepared by the County, based on the approved Job Order Quote, and issued to the Contractor, which provides the specific instructions, specific bid items, and the duration to complete the approved Detailed Scope of Work.

16. Job Order Price: The value of the approved Job Order Price Proposal and the amount the Contractor will be paid for completing a Job Order.

17. Job Order Quote (Quote): Contractor’s irrevocable offer to perform Work associated with a Job Order and refers to the

Contractor prepared document quoting a firm-fixed-price and schedule for the completion of a specific Scope of Work.

The Contractor’s Quote must be on forms provided by the County and in an electronic version compatible with the

County’s systems. The Quote may also contain approved drawings, Work schedule, permits, or other such documentation the County might require for a specific Job Order.

18. Joint Scope Meeting: A meeting at the Job Order location, attended by the Contractor, County and other interested parties to outline the Scope of Work for the Task.

19. Non-Pre-Priced (NPP) Tasks: The units of Work that are not included in the UPL but are still within the general Scope of Work requested by the County under the Contract.

20. Normal Working Hours: means between the hours of 7:00 AM to 5:00 PM, Monday through Friday, inclusive.

Saturdays, Sundays, and County holidays are excluded.

21. Other Than Normal Working Hours: means Work done between the hours of 5:01 PM to 6:59 AM on weekdays and any time during Saturday, Sunday, and County holidays.

22. Pre-Priced Task: a task described in, and for which a unit price is set forth in, the Unit Price List.

23. Project: The Work to be performed by Contractor on behalf of the County pursuant to this Contract as described in individual Job Orders.

24. Request for Quote (RFQ): The County’s Request for Quote for a specific Job Order.

25. Stormwater Permit: The Santa Ana and San Diego Regional Water Quality Control Boards have issued National

Pollutant Discharge Elimination System permits ("Stormwater Permits") to the County of Orange, the Orange County

Flood Control District, and cities within Orange County, as co-permittees (hereinafter collectively referred to as

"County Parties") which regulate the discharge of urban runoff from areas within the County of Orange, including from

2382303 Page 10 of 133 all County facilities on which Work within Contract is being performed. These permits are referred to as Stormwater

Permits.

26. Supplemental Job Order: A secondary Job Order developed after the initial Job Order has been issued for the purpose of supporting the initial Detailed Scope of Work.

27. Unit Price: The price published in the Unit Price List by OC Public Works for a specific construction or construction-related task. Unit Prices for new Pre-Priced Tasks can be established during the course of the Contract and added to the

Unit Price List. The unit prices are fixed for the term of the Contract.

28. Unit Price List (UPL): Comprehensive listing of specific construction-related tasks produced and identified by OC

Public Works together with a specified unit of measurement and unit price.

29. Work: All of the terms and conditions set forth in the Contracts, including the various separately identifiable parts thereof to be furnished thereunder. The Work shall include, without limitation, all labor, materials, apparatus, supplies, services, permits (if applicable), facilities, utilities, transportation, manuals, warranties, training, and the like necessary for Contractor to faithfully perform and complete all of its obligations under Contract.

ARTICLES

1. Scope of Contract: This Contract, including Attachments and Exhibits, specifies the contractual terms and conditions by which the Contractor will provide Pavement Maintenance Services under a Usage Contract, as set forth in the Scope of Work identified as Attachment A, inclusive of its subsections, to this Contract.

2. Term: Following the Contract’s award by the Board of Supervisors, this Contract shall become effective January 1, 2024 if executed with all necessary signatures by this date, or upon the date of execution of all necessary signatures if execution occurs after January 1, 2024 (“Date of Commencement”); and shall be effective for one (1) year from the

Date of Commencement or until the maximum Contract amount is expended, whichever occurs first; or unless otherwise terminated.

3. Contingency of Funds: Contractor acknowledges that funding or portions of funding for this Contract may be contingent upon state budget approval; receipt of funds from, and/or obligation of funds by, the state of California to

County; and inclusion of sufficient funding for the services hereunder in the budget approved by County’s Board of

Supervisors for each fiscal year covered by this Contract. If such approval, funding, or appropriations are not forthcoming or are otherwise limited, County may immediately terminate or modify this Contract without penalty.

4. County's Representatives:

A. The Contract will be under the general direction of the Board of Supervisors. OC Public Works is the authorized representative of the Board of Supervisors and, under the Board of Supervisors, has complete charge of the

Contract and shall exercise full control of the Contract, so far as it affects the interest of the County.

B. The provisions in this Article or elsewhere in this Contract regarding approval or direction by the County, Board of Supervisors, or OC Public Works, or action taken pursuant thereto are not intended to and shall not relieve the

Contractor of responsibility for the accomplishment of the Work, either as regards sufficiency or the time of performance, except as expressly otherwise provided herein.

C. County’s Contract Administrator is the County's exclusive contact agent to the Contractor with respect to this

Contract during construction and until the completion of the Contract. The County will assign Project Managers for individual Job Orders. The County may utilize the services of an Architect, Engineer, or Consultant in relation to some, but not all Job Orders.

D. The County's communications with the Contractor and Architect shall be exclusively through the County's Project

Manager.

E. Engineer shall at all times have access to the Work whenever it is in preparation or progress. The Contractor shall provide safe facilities for such access.

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F. The County and Engineer 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 Contractor's failure to carry out the Work in accordance with the

Contract documents.

G. The County and Engineer shall not be responsible for the failure of the Contractor to plan, schedule, and execute the Work in accordance with the approved schedule or the failure of the Contractor to meet the Contract completion dates or the failure of the Contractor to schedule and coordinate the Work of his own trades and subcontractors or to coordinate with others separate Contractors.

H. The County will not be responsible for the acts or omissions of the Contractor, or any subcontractor, or any

Contractor's or subcontractor's agents or employees, or any other persons performing any of the Work.

I. Engineer has the authority to disapprove or reject Work on behalf of the County when, in the Engineer’s opinion, the Work does not conform to the Contract documents.

J. Whenever, in Engineer’s reasonable opinion, it is considered necessary or advisable to ensure the proper implementation of the intent of the Contract documents, Engineer has the authority to require special inspection or testing of any Work in accordance with the provisions of the Contract documents whether or not such Work shall then be fabricated, installed or completed.

K. Engineer has the authority to require special inspection or testing of the Work. However, neither Engineer’s authority nor any decision made by the Project Manager in good faith whether to exercise or not to exercise such authority shall give rise to any duty or responsibility of the County to the Contractor, or any subcontractor, or any of their agents, or employees, or any other person performing any portion of the Work.

L. Engineer has the authority and discretion to call, schedule, and conduct job meetings to be attended by the

Contractor, representatives of his subcontractors, and the Architect and his consultants, to discuss such matters as procedures, progress, problems, and scheduling.

M. County Contract Administrator will establish procedures to be followed for processing all submittals, Change

Orders, Invoices, other project reports, documentation and test reports.

N. Engineer will issue Job Order if required.

O. Engineer will review and process all Invoices by the Contractor.

5. Contractor:

A. Composition: If the Contractor is comprised of more than one legal entity, each such entity shall be jointly and severally liable hereunder.

B. Superintendent: The Contractor shall maintain on-site, at all times during the construction activities, a dedicated, competent Superintendent. In addition to a General Superintendent and other administrative and supervisory personnel required for the performance of the Work, the Contractor shall provide specific coordinating personnel as reasonably required for interfacing with all the Work required for the total project, all satisfactory to Engineer.

The superintendent shall not be changed except with the consent of Engineer, unless the superintendent proves to be unsatisfactory to the Contractor and ceases to be in his employ, in which case he shall be replaced within 24 hours by a superintendent acceptable to Engineer. The superintendent shall represent the Contractor in his absence and all directions given to him shall be binding as if given to the Contractor.

If Contractor elects to appoint a Contractor’s Project Manager, all relevant provisions of the above paragraph shall also apply to Contractor’s Project Manager. If Contractor elects to not appoint a Contractor’s Project

Manager, any references to “Contractor’s Project Manager” in this Contract shall be deemed to be referring to

Superintendent.

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Any worker found by Engineer to be incompetent, intemperate, troublesome, disorderly, or otherwise objectionable, or who fails to perform the Work properly and acceptably, shall be immediately removed from the

Work site by the Contractor and shall not be re-employed in the performance of the Work without County’s written permission.

C. Licenses and Certificates: Contractor shall, at all times during the term of this Contract, maintain in full force and effect such licenses as may be required by the State of California or any other governmental entity for

Contractor to perform the duties specified herein and provide the services required pursuant to this Contract.

Contractor shall strictly adhere to, and obey, all governmental rules and regulations now in effect or as subsequently enacted or modified, as promulgated by any local, state, or federal governmental entities.

D. Superintendent and Engineer: The Contractor shall provide Engineer with complete Work history profiles of management staff associated with this Project for Engineer review.

6. Usage: Unless otherwise specified herein, no guarantee is given by the County to the Contractor regarding usage of this

Contract. Usage figures, if provided, are approximate, based upon the last usage. The Contractor agrees to supply services and/or commodities requested, as needed by the County of Orange, at prices listed in the Contract, regardless of quantity requested.

7. Reports/Meetings: The Contractor shall develop reports and any other relevant documents necessary to complete the services and requirements as set forth in this Contract. The County’s Project Manager and the Contractor’s Project

Manager will meet at a County designated location to discuss the Contractor’s performance and progress under this

Contract, at the request of the County’s Project Manager. If requested by County, the Contractor’s Project Manager and other project personnel shall attend all meetings. The Contractor shall provide such information that is requested by the County for the purpose of monitoring progress under this Contract.

8. Conflict of Interest: The Contractor 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 Contractor; the

Contractor’s employees, agents, and relatives; subcontractors; and third parties associated with accomplishing work and services hereunder. The Contractor’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.

9. Ownership of Documents: The County has permanent ownership of all directly connected and derivative materials produced under this Contract by the Contractor. All documents, reports and other incidental or derivative Work or materials furnished hereunder shall become, and remain, the sole property of the County and may be used by the County as it may require without additional cost to the County. None of the documents, reports and other incidental or derivative

Work or furnished materials shall be used by the Contractor without the express written consent of the County.

10. Title to Data: All materials, documents, data or information obtained from the County data files or any County medium furnished to the Contractor in the performance of this Contract will at all times remain the property of the County. Such data or information may not be used or copied for direct or indirect use by the Contractor after completion or termination of this Contract without the express written consent of the County. All materials, documents, data or information, including copies, must be returned to the County at the end of this Contract.

11. Contractor’s Personnel: Contractor warrants that all Contractor personnel engaged in the performance of Work under this Contract shall possess sufficient experience and/education to perform the services requested by the County. County expressly retains the right to have any of the Contractor personnel removed from performing services under this

Contract. Contractor shall effectuate the removal of the specified Contractor personnel from providing any services to the County under this Contract within one business day of notification by County. County shall submit the request in writing to the Contractor’s Project Manager. The County is not required to provide any reason, rationale or additional factual information if it elects to request any specific Contractor personnel be removed from performing services under this Contract.

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12. Publication: 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 Contractor and/or anyone acting under the supervision of Contractor to any person, partnership, company, corporation, or agency, without prior written approval by the County, except 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.

13. News/Information Release: The Contractor 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. Contractors must first obtain review and approval of said media contact from the County through the County’s

Project Manager. Any requests for interviews or information received by the media should be referred directly to the

County. Contractors are not authorized to serve as a media spokespersons for County projects without first obtaining permission from the Engineer.

14. Errors and Omissions: All reports, files and other documents prepared and submitted by Contractor shall be complete and shall be carefully checked by the professional(s) identified by Contractor as Project Manager and key personnel attached hereto, prior to submission to the County. Contractor agrees that County review is discretionary and Contractor shall not assume that the County will discover errors and/or omissions. If the County discovers any errors or omissions prior to approving Contractor's reports, files and other written documents, the reports, files or documents will be returned to Contractor for correction. Should the County or others discover errors or omissions in the reports, files or other written documents submitted by Contractor after County approval thereof, County approval of Contractor's reports, files or documents shall not be used as a defense by Contractor in any action between the County and Contractor, and the reports, files or documents will be returned to Contractor for correction.

15. Audits/Inspections: Contractor agrees to permit the County’s Auditor-Controller or the Auditor-Controller’s authorized representative (including auditors from a private auditing firm hired by the County) access during normal working hours to all books, accounts, records, reports, files, financial records, supporting documentation, including payroll and accounts payable/receivable records, and other papers or property of Contractor for the purpose of auditing or inspecting any aspect of performance under this Contract. The inspection and/or audit will be confined to those matters connected with the performance of the Contract including, but not limited to, the costs of administering the

Contract. The County will provide reasonable notice of such an audit or inspection.

The County reserves the right to audit and verify the Contractor’s records before final payment is made.

Contractor agrees to maintain such records for possible audit for a minimum of three years after final payment, unless a longer period of records retention is stipulated under this Contract or by law. Contractor agrees to allow interviews of any employees or others who might reasonably have information related to such records. Further, Contractor agrees to include a similar right to the County to audit records and interview staff of any subcontractor related to performance of this Contract.

Should the Contractor cease to exist as a legal entity, the Contractor’s records pertaining to this Contract shall be forwarded to the surviving entity in a merger or acquisition or, in the event of liquidation, to the County’s Project

Manager.

16. Sub-Contractor Audit: Contractor shall include a clause in its contracts with subcontractors, and shall require subcontractors to include a clause in its contracts with sub-subcontractors, which reserves the right for a County representative to audit any cost, payment, or settlement resulting from any items set forth in this Contract during the performance of this Contract and for a period of 3 years, or longer if required by law, after final payment is made or until all disputes, appeals, litigation, or claims arising from this Contract have been resolved, whichever is later. This clause shall also require subcontractors to retain all necessary records for a period of not less than 3 years after final payment is made or until all disputes, appeals, litigation, or claims arising from this Contract have been resolved, whichever is later.

17. State Funds- Audits: When and if state funds are used in whole or part to pay for the goods and/or services under this

Contract, the Contractor agrees to allow the Contractor’s financial records to be audited by auditors from the state of

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California, the County of Orange, or a private auditing firm hired by the state or the County. The County or state shall provide reasonable notice of such audit.

Pursuant to and in accordance with Section 8546.7 of the California Government Code, in the event that this Contract involves expenditures of Public funds aggregating in excess of Ten Thousand Dollars ($l0,000), the parties shall be subject to the examination and audit of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract.

The Contractor shall maintain records for all costs connected with the performance of this Contract including, but not limited to, the costs of administering the Contract, materials, labor, equipment, rentals, permits, insurance, bonds, etc., for audit or inspection by County, State, or any other appropriate governmental agency during the three (3) year period.

18. Hazardous Conditions: Whenever the Contractor’s operations create a condition hazardous to traffic or to the public, the Contractor shall provide flagmen and furnish, erect and maintain control devices as are necessary to prevent accidents or damage or injury to the public at Contractor’s expense and without cost to the County. The Contractor shall comply with County directives regarding potential hazards.

Emergency lights and traffic cones must also be readily available at all times and must be used in any hazardous condition. Emergency traffic cones must be placed in front of and behind vehicles to warn oncoming traffic.

Signs, lights, flags, and other warning and safety devices shall conform to the requirements set forth in Chapter 5 of the current traffic manual, Traffic Control for Construction and Maintenance Work Zones, published by the state of

California Department of Transportation. The Contractor shall take proper safety and health precautions to protect the

Work, the workers, the public, and the property of others. The Contractor shall also be responsible for all materials delivered and Work performed until completion and acceptance of the entire construction Work, except for any completed unit of construction thereof which theretofore may have been accepted.

19. Conditions Affecting the Work: The Contractor shall be responsible for having taken steps reasonably necessary to ascertain the nature and location of the Work, and the general and local conditions, which can affect the Work or the cost thereof for any Job Order.