_M_Contract_Documents_General_Conditions.pdf

GENERAL CONDITIONS Page 1 of 41

CONTRACT DOCUMENTS

GENERAL CONDITIONS – TABLE OF CONTENTS

1. THE CONTRACT

1.1. DEFINITIONS

1.2. CONTRACT DESCRIPTION

1.3. CONTRACT DOCUMENTS

1.4. ERROR IN THE DOCUMENTS

1.5. SEPARATE CONTRACTS

1.6. CONTRACT TERMINATIONS

1.7. DISPUTES

1.8. SEVERABILITY

1.9. HEADINGS

2. CHANGES IN THE WORK

2.1. MODIFICATIONS TO DOCUMENTS

2.2. VERBAL INSTRUCTIONS

2.3. METHOD OF DETERMINING ADJUSTMENT

2.4. CONTRACTOR CLAIMS

2.5. DELAYS BEYOND CONTRACTOR’S CONTROL

2.6. HIDDEN CONDITIONS

2.7. HAZARDOUS MATERIALS

2.8. MAINTAIN RECORDS

2.9. ESTIMATE REQUESTS

3. CONTRACTOR

3.1. DEFINITIONS

3.2. GENERAL

3.3. SUBCONTRACTS

3.4. PERSONNEL AND LABOR POLICY

4. OWNER

4.1. DEFINITION

4.2. THE DIRECTOR OF PUBLIC WORKS

4.3. OWNER’S CONSTRUCTION OBSERVER

5. ARCHITECT

5.1. DEFINITION

5.2. GENERAL

6. PERFORMANCE OF THE WORK

6.1. DEFINITION

6.2. ADMINISTRATION OF JOB ORDERS

6.3. GENERAL

6.4. EXISTING CONDITIONS

6.5. ADJACENT FACILITIES

6.6. PERMITS

6.7. LAWS

6.8. EMERGENCIES

6.9. SUBMITTALS

6.10. SUBSTITUTIONS

6.11. CORRECTING WORK

6.12. TESTING

6.13. RECORD DOCUMENTS

6.14. OPERATING AND MAINTENANCE MANUALS

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6.15. TRAINING OWNER'S REPRESENTATIVE

7. TIME

7.1. DEFINITION OF OFFICIAL DATES

7.2. SUBSTANTIAL COMPLETION

7.3. LIQUIDATED DAMAGES

7.4. USE AND OCCUPANCY PRIOR TO SUBSTANTIAL COMPLETION

7.5. SCHEDULE

8. PAYMENTS

8.1. JOB ORDER PRICE

8.2. JOB ORDER PRICE BREAKDOWN

8.3. PROGRESS PAYMENTS

8.4. OWNER’S FAILURE TO ISSUE PAYMENT

8.5. PAYMENTS WITHHELD

8.6. FINAL PAYMENT AND RETENTION PAYMENTS

9. INSURANCE

9.1. HOLD HARMLESS

9.2. INSURANCE

9.3. FAILURE TO PROVIDE INSURANCE

10. GUARANTEES

10.1. REQUIRED GUARANTEES

10.2. REPAIR OF GUARANTEED WORK

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1. THE CONTRACT

1.1. DEFINITIONS

Adjustment Factor The Contractor’s competitively bid price adjustment to be applied to the Unit Prices as published in the Construction Task Catalog®. Adjustment Factors are expressed as a multiplicative increase or decrease from the published prices in the Construction Task Catalog®.

Award Criteria Figure The sum of the extended totals as calculated in the bid form, used for the purposes of determining the low bid.

Construction Task Catalog® A comprehensive listing of construction related specific repair or refurbishment tasks together with a specific unit of measurement and a published Unit Price. (Also referred to as the ‘CTC’.)

Detailed Scope of Work The complete description of services to be provided by the Contractor pursuant to an individual Job Order. The Detailed Scope of Work will include documentation for a given project. Documentation may include a narrative description of the Work, partial design documents, or full design documents, depending on the complexity of the specific project.

(Also referred to as ‘DSW’.)

Detention Facilities Normal Working Hours Hours of Work between 6:00 AM and 6:00 PM, Monday through Friday to be performed in Detention Facilities.

Detention Facilities Other than Normal Working Hours Hours outside Normal Working Hours including all day Saturday, Sunday, and County Holidays to be performed in Detention Facilities.

General Facilities Normal Working Hours Hours of Work between 6:00 AM and 6:00 PM, Monday through Friday to be performed in General Facilities.

General Facilities Other than Normal Working Hours

Holidays to be performed in General Facilities.

Job Order A document signed by the County that describes Work to be accomplished. The County has sole discretion to determine the number and scope of Job Orders issued. Each Job Order

GENERAL CONDITIONS Page 4 of 41 will include a Detailed Scope of Work, a Job Order Price, a Job Order Completion Time of the Work, and any special conditions that might apply to that specific Job Order, such as Liquidated Damages. (Also referred to as ‘Job Order Documents’). A project may consist of one or more Job Orders.

Job Order Authorization Written notice signed by the County’s (Deputy) Director of Public Works to Contractor authorizing the funds appropriation for, and the final scope and costs agreed upon for the individual Job Order.

Job Order Contract A competitively bid, indefinite quantity contract for accomplishing repair and refurbishment and related services. Work is accomplished through the issuance of individual Job Orders.

(Also referred to as ‘JOC’ and ‘Contract’).

Job Order Notice to Proceed Written notice issued by the County to Contractor directing the Contractor to proceed with construction activities and specifying the first day charged to the Job Order and the Job’s overall duration.

Job Order Plans The graphic and pictorial portions of the Job Order as defined in the Detailed Scope of Work, illustrating the design, character, location, and dimensions of the Work to be performed, generally including but not limited to, elevations, sections, details, schedules, General Notes, specific notes, and diagrams. Synonymous with “Drawings”, “Contract Drawings”, and “Plans”.

Job Order Proposal Package The documents prepared by the Contractor stating a lump sum price to perform a specific Detailed Scope of Work. The Job Order Proposal includes shop drawings and sketches, permits and submittals as necessary, a detailed Job Order Price Proposal comprised of line items from the Construction Task Catalog®, supporting documentation for any Non-Pre- Priced items, a construction schedule, a list of anticipated Subcontractors and Suppliers, and other documentation as may be required by the County prior to the issuance of a Job Order.

Job Order Price Proposal A price proposal prepared by the Contractor that includes the Pre-priced Tasks, Non-Pre- Priced Tasks, quantities, and appropriate Adjustment Factors required to complete the Detailed Scope of Work. (Also referred to as Proposal).

Job Order (Task) Specifications Description of the manner of performing the Work, the quantities, qualities, and types of materials to be furnished. (Also referred to as Specifications)

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Job Order Price The compensation sum stated in the Job Order Price Proposal including authorized adjustments by Supplemental Job Order, which is the total amount payable by the County to the Contractor for the performance of the Work pursuant to the Contract Documents.

Job Order Completion Time(s) Unless otherwise provided, the Job Order Completion Time is the period, including authorized adjustments, identified in the Contract Documents for Completion of the Job Order or a designated portion of the Job Order by the Contractor.

Joint Scope Meeting Meeting at the project site attended by the County and the Contractor to jointly scope the Work before the Detailed Scope of Work is finalized.

Maximum Contract Value The maximum dollar value of Job Orders the County may order, and the Contractor may receive during the term of the Job Order Contract.

Minimum Contract Value The minimum dollar value of Job Orders the Contractor is guaranteed the opportunity to perform during the term of the Job Order Contract.

Non-Pre-Priced Tasks Units of Work that are not included in the Construction Task Catalog® but which are within the general scope and intent of this Contract. (Also referred to as ‘NPP’).

OSHPD Facilities Normal Working Hours Hours of Work between 6:00 AM and 6:00 PM, Monday thru Friday to be performed in OSHPD Facilities.

OSHPD Facilities Other than Normal Working Hours

Holidays to be performed in OSHPD Facilities.

Pre-Priced Task A task described in, and for which a Unit Price is set forth in, the Construction Task Catalog®.

Project The collective improvements to be constructed by the Contractor pursuant to a Job Order, or a series of related Job Orders.

Request for Job Order Proposal

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The County’s formal written request for the Contractor to prepare and provide a Job Order Proposal for the Detailed Scope of Work referenced therein. (Also referred to as ‘RFP’).

Supplemental Job Order A secondary written agreement entered into after the award of the Job Order that alters or amends the original Job Order. Changes in the Work requested are accomplished by the issuance of a Supplemental Job Order. Changes involving extensions of time, assessment of liquidated damages, adjustment for net credits, and additive or deductive changes are accomplished by issuance of a Supplemental Job Order to the original Job Order.

Technical Specifications The written requirements for materials, equipment, systems, standards and workmanship for the Work, and performance of related services.

Unit Price The price published in the Construction Task Catalog® for a specific construction related repair or refurbishment task. The Unit Prices are fixed for the duration of the Contract. Each Unit Price is comprised of the Labor, Equipment and Materials costs to accomplish that specific task.

Work The term "Work" means all contractual obligations required by the Contract Documents, whether completed or partially completed, and includes all other tools, equipment, labor, and material necessary to perform and complete the project in a good and workmanlike manner within the time set forth and in accordance with the Contract Documents. The Work may constitute the whole or a part of the Project. The Work of this Contract will be set forth in the Detailed Scopes of Work referenced in the individual Job Orders. The Contractor is required to complete each Detailed Scope of Work for the Job Order Price within the Job Order Completion Time.

1.2. CONTRACT DESCRIPTION

The Contract Documents form the entire Contract between the Contractor and the Owner.

The Contract supersedes prior negotiation and representations, either written or oral.

Changes to the Contract may be accomplished after execution of the Contract and without invalidating the Contract, by Amendment.

1.3. CONTRACT DOCUMENTS

The Contract Documents consist of the Notice to Contractors, Instructions to Bidders, Agreement, General Conditions, Special Provisions, Supplementary Conditions, Technical Specifications, Construction Task Catalog®, Addenda, Revision Orders, Request for Proposals, Detailed Scopes of Work, Job Orders, Supplemental Job Orders, Drawings, Specifications Field Orders, other documents listed in the Agreement or included in the Project Manual, and written interpretations and instruction when issued in accordance with the provisions herein.

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In the event of conflicting provisions within the Job Order Contract, the following order of precedence with item “1” representing the highest precedence, for resolution of the conflict shall apply:

1. Agreement

2. Addenda (later takes precedence over earlier)

3. Job Orders (including Detailed Scopes of Work and Requests for Proposals)

4. Project Manual (IFB/ RFP)

5. The Construction Task Catalog®

6. Technical Specifications

The Contract Documents are complementary and what is required by anyone shall be as binding as if required by all. The Contract Documents are not necessarily complete in every detail. The Contract is to include all labor, materials, equipment, and other items as necessary for the proper execution and completion of the work as specified or reasonably inferable as being necessary to produce the intended results in accordance with high quality industry standards.

An item designated by reference to the number, symbol, or title of a specific standard such as a commercial standard, a Federal Specification, a Trade Association Standard, or other similar standard, shall comply with the requirements in the latest revision thereof and any amendments or supplement thereto in effect on the date of the bid. The standards referred to shall have full force and effect as though printed in the Specifications.

The County will arrange for the Contractor to have access to one set of the Construction Task Catalog® and Technical Specifications. On each Job Order the County will arrange for the Contractor to have access to one set of the Detailed Scope of Work including any reproducible Drawings and Specifications. The Contractor may at his expense, reproduce the documents as needed. All Documents, Drawings and Specifications and copies thereof are the property of the Owner. They are not to be used on other projects.

For convenience, the Specifications may be arranged in sections and the Drawings may be arranged by system or otherwise. Such separation shall not be considered as the limit of Work required of any separate trade. The terms and conditions of such limitations are wholly between the Contractor and his Subcontractors.

In general, the Drawings will indicate dimensions, position, quantity, and kind of construction; and the Specifications will indicate quality and method. Work indicated in one but not the other shall be furnished as though fully set forth in both. Work not specifically detailed, marked, or specified, shall be the same as similar work that is marked, specified, or detailed.

The Project Manual is a collection of documents assembled for the convenience of the parties and usually includes, but is not limited to, the Notice to Contractors, Instructions to

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Bidders, General Conditions, Supplementary General Conditions, Special Provisions, Bid Documents, Agreement, and Specifications.

1.4. ERROR IN THE DOCUMENTS

Should an error or conflict appear in the Contract Documents, or a conflict with the documents and actual conditions, the Contractor shall notify the Owner’s Representative at once, and the Owner’s Representative will issue instructions. If the Contractor proceeds with the work without such instructions, he shall make good any resulting unacceptable work or consequences.

Whenever the documents could be construed to be ambiguous or conflicting, the Contractor is deemed to have included the cost of the more expensive material, method, or requirement in the Job Order Price.

Figured dimensions shall govern over scaling and large-scale details shall govern over smaller scale details.

1.5. SEPARATE CONTRACTS

The Owner reserves the right to let other contracts in connection with a Project.

Contractor shall afford other contractors reasonable opportunity for the introduction and storage of their materials and the execution of their work, and shall properly connect and coordinate his work with theirs.

If any part of Contractor’s Work depends for proper execution or results upon the work of another contractor, the Contractor shall inspect and measure the work of other contractor and promptly report to the Owner all defects or discrepancies that render it unsuitable for such proper execution or results. Contractor’s action of proceeding with his work shall constitute his acceptance of the prior work as fit and proper for the reception of his work.

The Contractor shall make good any damage he may do to another contractor’s work to the Owner’s satisfaction.

1.6. CONTRACT TERMINATIONS

A. Owner's Right to Terminate Contract for Cause

If Contractor should be adjudged a bankrupt, or if he should make a general assignment for the benefit of his creditors, or if a receiver should be appointed on account of his insolvency, or if he should fail to supply enough properly skilled workmen or materials to maintain the schedule, or if he should fail to diligently and expeditiously prosecute the Work, or if he should fail to commence the Work on the Project site within ten calendar days of the date of the Job Order Notice to Proceed, or if he should fail to make prompt payments to Subcontractors or for materials or labor, or persistently disregard laws, ordinances or the instructions of the Owner or Architect, or otherwise breach any provision of the Contract between the Contractor and Owner, the Owner may without

GENERAL CONDITIONS Page 9 of 41 prejudice to any right or remedy the Owner may have and after giving the Contractor seven days' written notice, terminate the Contract or terminate the Contractor’s right to proceed with the Job Order and the Work and take possession of the premises and of all materials, tools and appliances thereon and finish the Work by whatever method the Owner may deem expedient. In such case, Contractor shall not be entitled to receive any further payment until the Work is finished. If the unpaid balance of the Contract Amount shall exceed the expense of finishing the Work, including compensation for additional managerial and administrative services, such excess shall be paid to the Contractor. If such expense shall exceed such unpaid balance, the Contractor shall pay the difference to the Owner.

B. Owner’s Right to Terminate Contract for Convenience

The Owner reserves the right to terminate this contract or any Job Order at any time.

Contractor shall be compensated on the basis of the reasonable value of the portion of Work completed as prorated against the Job Order Price or shown as a separate price and the cost incurred for portions of the Work performed but not completed. The total payments to contractor shall not exceed the Job Order Price(s).

C. Contractor's Right to Terminate Contract

Except as provided by paragraph 1.5 D Emergency Termination, if the Work should be stopped by the Owner, or an order of the court, or other public authority for a period of six months, through no act or fault of the Contractor or of anyone employed by him, then the Contractor may, upon twenty-one (21) days written notice to the Owner, terminate this Contract and recover from the Owner the amount owed under the Contract for the portion of Work, if any, which was completed.

D. Emergency Termination

This Contract is subject to termination as provided by Section 4410 and 4411 of the Public Contracts Code of the State of California, being portions of the Emergency Termination of Public Contracts Act of 1949. Said Sections read as follows:

“Sec. 4410. TERMINATION OF CONTRACT FOR PUBLIC WORK IN EVENT OF NATIONAL EMERGENCY. In the event a national emergency occurs, and public work, being performed by Contract, is stopped, directly or indirectly, because of the freezing or diversion of materials, equipment, or labor, as the result of an order or of a proclamation of the President of the United States, or of an order of any federal authority, and the circumstances or conditions are such that it is impracticable within a reasonable time to proceed with a substantial portion of the Work, then the public agency and the Contractor may, by written agreement, terminate said Contract."

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"Sec. 4411. INCLUSION OF TERMS AND CONDITIONS OF TERMINA- TION OF

CONTRACT IN AGREEMENT: COMPENSATION TO

CONTRACTOR. Such an agreement shall include the terms and conditions of the termination of the Contract and provision for the payment of compensation or money, if any, which either party shall pay to the other or any other person, under the facts and circumstances in the case."

"Compensation to the Contractor shall be determined on the basis of the reasonable value of the Work done, including preparatory Work. As an exception to the foregoing, in the case of any fully completed separate item or portion of the work for which there is a separate Contract price, the Contract price shall control. The parties may in any other case adopt the Contract price as the reasonable value of the Work or any portions thereof."

1.7. DISPUTES

Should any dispute including breach, arise out of or relate to this Contract the Contractor shall continue to perform the Work in accordance with the Contract Documents and the Owner and Contractor agree to pursue resolution of the disagreement by whatever means available. Neither the dispute resolution process, the resolution, nor lack of resolution shall delay, hinder, or alter the completion of the Work in accordance with the undisputed portion of the Contract Documents and in accordance with the Owner’s direction to Contractor regarding disputed portions of the Contract.

1.8. SEVERABILITY

In the event that any provision or any part of a provision of this Contract shall be finally determined to be superseded, invalid, illegal or otherwise unenforceable pursuant to applicable laws by an authority having jurisdiction, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provisions or parts of provisions of this Contract, which shall remain in full force and effect as if the unenforceable provision or part were deleted.

1.9. HEADINGS

The headings of any section or provision of this Contract are for convenience only and shall not be deemed to limit, restrict, or alter the content, meaning or effect thereof.

2. CHANGES IN THE WORK

2.1. MODIFICATIONS TO DOCUMENTS

The Owner, without invalidating the Contract and without consent of surety, may accomplish changes in the Work within the general scope of the Job Order and the Contract consisting of additions, deletions or other revisions, the Job Order Price and the Job Order Completion Time being equitably adjusted accordingly. All such changes in the Work shall be accomplished by Supplemental Job Order, Field Order, Owner’s Instructions or Architect’s Instruction as may be applicable in accordance with the provisions herein. The

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Job Order Price and the Job Order Completion Time may be changed only by a Supplemental Job Order. Changes to the Work shall be performed under the applicable provision of the Contract Documents for similar Work. Contractor agrees to promptly proceed with the Work as so changed. All changes to the Work and all Contractor requests for additional compensation shall be resolved in accordance with this Section 2, Changes in the Work.

A Supplemental Job Order Detailed Scope of Work is a written order from the Owner or Architect ordering a change in the Job Order Detailed Scope of Work. Upon receipt of a Supplemental Job Order Detailed Scope of Work, the Contractor shall promptly proceed with the Work as changed. Within twenty (20) calendar days after receiving a Supplemental Job Order Detailed Scope of Work and prior to or simultaneously with proceeding with the change in the Work, Contractor shall advise the Architect or Owner of Contractor’s disagreement, if any, with the terms of the Supplemental Job Order Detailed Scope of Work and shall state the nature and extent of the disagreement. Proceeding with the Work as changed without submitting a notice of disagreement indicates Contractor’s full acceptance of the Supplemental Job Order Detailed Scope of Work including the proposed adjustment, if any, in Job Order Price and Job Order Completion Time. A Supplemental Job Order is required to adjust the Job Order Price and Job Order Completion Time for changes in the Job Order. A Notice for Extension of Time (duly authorized) shall also serve to adjust Completion Time. The Contractor will not delay the Work for any reason including pending Supplemental Job Orders or unresolved price or time adjustments.

A Supplemental Job Order (duly authorized) is a written document issued after the original Job Order Notice to Proceed acknowledging a change in the Job Order and modifying the Job Order Price and Job Order Completion Time in full compensation for the change and its effects on the schedule and all other impacts on the Work and the Project. A Notice for Extension of Time (duly authorized) shall also serve to adjust Completion Time.

The issuance of the Supplemental Job Order indicates the final and conclusive acceptance of the stated terms and provisions as full compensation for the change to the Job Order. In the event the Owner and Contractor do not agree upon the adjustment to the Job Order Price and Job Order Completion Time the Owner may issue a Supplemental Job Order unilaterally. A Supplemental Job Order issued unilaterally is signed by the Owner and issued to the Contractor authorizing an adjustment in the Job Order Price and Job Order Completion Time as the Owner deems equitable per the Contract Documents.

If Contractor disagrees with the terms or provisions of a unilaterally issued Supplemental Job Order, the Contractor shall give the Owner and Architect written notice of his disagreement, the basis thereof, and supporting documentation within twenty (20) calendar days of receiving the unilateral Supplemental Job Order. Such notice of disagreement does not excuse performance by the Contractor of all obligations under the Contract Documents and the Contractor shall proceed with the Work including the Work involved with the disagreement. Payments shall be made to the Contractor on the basis of

GENERAL CONDITIONS Page 12 of 41 the unilateral Supplemental Job Order. Failure to present such notice of disagreement constitutes a waiver by the Contractor of any entitlement to additional cost or time.

The Owner and Architect have the authority to issue instructions to the Contractor which may require minor changes in the Work not involving an adjustment in the Job Order Price or an extension of Job Order Completion Time. If contractor believes an adjustment of Job Order Price or Job Order Completion Time is warranted, Contractor shall not incur additional cost or delay and notify the Owner or Architect in writing within 24 hours of receiving the notice.

A Field Order is a written document signed by the Owner and issued to the Contractor to perform as so specified. The Contractor shall immediately comply with Field Orders. If the Contractor believes an adjustment of Job Order Price or Job Order Completion Time is justified, a request may be submitted in accordance with Section 2.4, Contractor Claims. If the Owner concurs with the Contractor a Supplemental Job Order will be issued.

2.2. VERBAL INSTRUCTIONS

Contractors shall not act or rely upon verbal instructions. No work will be accepted by the

Owner that differs from the Contract Documents as modified in writing.

2.3. METHOD OF DETERMINING ADJUSTMENT

An adjustment to the Job Order Price or Job Order Completion Time pursuant to a Supplemental Job Order, Field Order, Claim, or other provision herein shall be determined in the following way.

By the issuance of a Supplemental Job Order to accommodate the changes. The procedures for the issuance of such a Supplemental Job Order are the same as the procedures for the issuance of the original Job Order with the exception of a Notice to Proceed. A Notice to Proceed will not be issued for a Supplemental Job Order. Any additions or deletions are therefore calculated by using the appropriate item in the Construction Task Catalog®, times the quantity to be adjusted, times the appropriate Adjustment Factor.

If the adjustment is not determined by the above methods prior to the Contractor starting work involved with a Supplemental Job Order, Field Order or Claim, Contractor, shall proceed with the Work and keep daily accurate records of the Work performed. Copies of the records shall be given to the Owner or Architect daily. Contractor shall present at such time and in such form as Owner may prescribe, a Supplemental Job Order Proposal together with appropriate supporting data as may be required by Owner to fully substantiate the changed Work. Any additions or deletions of the work are calculated by using the appropriate item in the Construction Task Catalog®, times the quantity to be adjusted, times the appropriate Adjustment Factor.

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Extension of Job Order Completion Time will be granted only to the extent that the time required to complete the Work as changed or delayed extends the schedule critical path beyond the contract completion date.

Credits for Pre-priced and Non-Pre-Priced Tasks shall be calculated at the pre-set Unit Prices and multiplied by the appropriate Adjustment Factors. The result is that a credit for Tasks that have been deleted from the Detailed Scope of Work will be given at 100% of the value at which they were included in the original Job Order Price Proposal.

2.4. CONTRACTOR CLAIMS

If the Contractor wishes to request an adjustment in the Job Order Price or Job Order Completion Time, other than pursuant to a Supplemental Job Order or Field Order, Contractor shall give the Owner and Architect a written Notice of Claim within seven calendar days after the occurrence or beginning of the event giving rise to such Claim except that notice shall be given immediately if delays or extra costs occur within such seven-day period. The Notice of Claim shall be given by the Contractor before disturbing conditions which are the basis for the Claim, except in an emergency endangering life or property in which case the Contractor should proceed in accordance with Section 6.7, Emergencies. Failure to present such Notice of Claim constitutes a waiver of such Claim.

The adjustment to the Job Order Price or Job Order Completion Time, if any, shall be determined and issued in accordance with this Section 2, Changes in the Work.

Notices are valid only if written and shall be a document issued for the sole purpose of notification and titled clearly “Notice of (specify category i.e., delay, claim).” A separate written notice is required for each subject and issue.

Written notice shall be deemed to have been duly served if delivered in person to the individual to whom it is addressed, or if sent by certified mail to the address specified in the Contract Documents as may be revised in writing.

2.5. DELAYS BEYOND CONTRACTOR’S CONTROL

If the Contractor is delayed at any time in the progress of the Work by acts or neglect of the Owner or by any separate contractor employed by Owner, or by labor disputes, fire, unusual delays in transportation, unusually adverse weather conditions, unavoidable casualties or by any other unforeseeable cause of delay beyond the Contractor’s control, which the Owner decides justifies the delay, then the Job Order Completion Time may be extended for such reasonable time as the Owner in his discretion may decide. Contractor’s Claim for extension of time shall be made in writing to the Owner in accordance with Section 2.4, Contractor Claims. Only one Claim is necessary in the case of continuing delay.

Unusually adverse weather conditions for the purposes of this Project are agreed to be workdays lost from weather or the effects of weather greater than the number of lost days specified in Section 7.5, Schedule.

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2.6. HIDDEN CONDITIONS

Should concealed or unknown conditions be encountered in the performance of the Work below the surface of the ground or in an existing structure be at variance with the conditions indicated by the Job Order, or differ materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for the Job Order, the Job Order Price and Job Order Completion Time shall be equitable adjusted as provided herein upon Claim by Owner or Contractor. Contractor Claims shall be in accordance with Section 2.4, Contractor Claims.

2.7. HAZARDOUS MATERIALS

Asbestos or other hazardous material may be present in County buildings or on County property. Asbestos is typically in the form of pipe lagging, fire proofing, floor tiles, mastic, and plaster. Soil may be contaminated by petroleum products or other substances. In the event any suspected asbestos or other hazardous material is encountered during construction that may be disturbed by the Work, the Contractor shall stop immediately and notify the County. The Contractor and all Subcontractors shall instruct their employees of the type and location of the most likely forms of hazardous material to be encountered and of the procedure to be taken if encountered. Contractor will be responsible for the mitigation and abatement of the hazardous material upon authorization of Owner. All Claims for adjustment in time or money shall be processed in accordance with Section 2.6, Hidden Conditions.

2.8. MAINTAIN RECORDS

Contractor and Subcontractor shall maintain records, in accordance with generally accepted accounting principles, relating to costs of changes to the Work or Claims for 4 years after the final completion. The Owner will have the right to audit these records at any time up to 4 years after completion of the Project and recover from the Contractor or Subcontractor any amount paid by Supplemental Job Order but not substantiated by audit.

2.9. ESTIMATE REQUESTS

Contractor is required to provide preliminary estimates using their best judgment of time and cost impact of potential changes to the Job Order as requested by the Architect or Owner. Estimates shall be provided within seven (7) days of receiving the Estimate Request.

Contractor will be responsible for any cost increase or schedule impact resulting from Contractor’s failure to respond within the allowed time.

3. CONTRACTOR

3.1. DEFINITIONS

The term Contractor, as used herein, is the person or organization identified as such in the Agreement and is referred to as if singular and masculine and includes his authorized representatives.

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The term Subcontractor, as used herein, includes only those persons or organizations having a direct Contract with the Contractor or with a Subcontractor of the Contractor to perform a portion of Contractor’s Work. Subcontractor includes one who furnishes material worked to a special design according to the Plans or Specifications but does not include one who furnishes material not so worked.

3.2. GENERAL

A Contractor agrees to perform all Work required by the Contract Documents.

All Work shall be done in accordance with the best practices of the various trades involved and highest industry standards.

The Contractor shall keep on the Job Order site(s) during the progress of the Work a competent superintendent satisfactory to the Owner. The Superintendent shall not be changed except with the consent of the Owner. The Superintendent shall represent the Contractor and all directions given to him shall be as binding as if given to the Contractor.

Superintendent shall have a cell phone at which he or she can be reachable at all times.

It is the Contractor’s responsibility to diligently prosecute the Work, using his best skills and attention, and the most appropriate techniques and equipment that are required to provide a finished product in compliance with the Contract requirements. He shall insure that no Work is done that does not comply with the Contract Documents.

The Contractor for each Job Order shall attend a pre-construction meeting, weekly progress meetings and other meetings as necessary to accomplish the Work and administer the provisions of the Contract.

Contractor shall submit to Owner a daily record of Contractor’s activity. Such record shall be delivered to Owner daily for previous day’s activity and shall include Job Order name, date, weather, names of Subcontractors, count of personnel by company, material deliveries, description and location of activity and events. The record of daily activity shall not be used as a Notice to Owner.

The Contractor shall also always have an Office Manager and a Superintendent assigned to this Contract. Additional staff will be provided depending on the volume of work. For each Job Order issued, the Contractor shall identify the Superintendent responsible for that Job Order. The Superintendent shall be reachable 24 hours a day, seven days a week. If the named Superintendent is not available because of illness or vacation or the like, the Contractor shall notify the Owner of a substitute Superintendent. At all times, the Contractor shall provide at least one Superintendent for every four Job Orders.

Whenever, in the sole discretion of the Owner, the Contractor is not providing a sufficient level of supervision, the Owner may direct the Contractor to increase the level of supervision for any or all projects, including but not limited to the right to direct the

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Contractor to assign a full time, dedicated Superintendent for any project; submit daily management, inspection, activity, and planning reports; substitute subcontractors; submit daily photographs of the work in place and the work areas prepared for the next day’s work;

and develop a site specific quality control program, all at no cost to the Owner. In the event the Owner’s personnel are required to provide direction or supervision of the work in the field because the Contractor has not provided sufficient supervision, the Contractor shall reimburse the Owner $150 per hour for such effort.

Contractor shall not assign this Agreement or any portion of it to a third party to provide services required by Contractor under this Agreement without the prior written consent of the County, the Director of Public Works or his designee. Any such assignment without County’s prior written consent shall give County the right to automatically and immediately terminate this Agreement without penalty or advance notice.

3.3. SUBCONTRACTS

In accordance with California Public Contracts Code Section 4100 to 4113, inclusive, the JOC Contractor shall provide with each Job Order Proposal a list giving the name and location of place of business of each subcontractor who will perform a portion of the Job Order work in an amount in excess of one-half of one percent of the Job Order Proposal. In each instance, the nature and extent of the work to be sublet shall be described.

The Contractor shall not be permitted to substitute any person or organization for any Subcontractor, person or organization listed by them with the Job Order Proposal without the prior, written consent of the Owner, as provided for in Chapter 2 of Division 5, Title 1 of the California Public Contracts Code.

In addition to the information required with the Job Order Proposal regarding Subcontractors, the Contractor, after issuance of the Job Order but prior to execution of the subcontract, shall submit the following information on each Subcontractor: name, address, and nature of Subcontractor’s work, Subcontract Amount, and all other information the Owner deems relevant. The Contractor shall not Contract with any such proposed person or entity to whom the Owner objects.

Contractor shall bind every Subcontractor and every Subcontractor agrees to be bound by the terms of the Contract Documents insofar as applicable to their work. The Contractor shall be responsible for the acts and omissions of Subcontractors.

Contractor agrees to pay to each Subcontractor promptly upon receiving payment from Owner.

Neither the acceptance of the Subcontractor nor any other act of the Owner, nor anything contained in any contract document is to be construed as creating any contractual relation between the Owner and any Subcontractor.

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3.4. PERSONNEL AND LABOR POLICY

Contractor shall at all times enforce strict discipline and good order among his employees and shall not employ any unfit person or anyone not skilled in the work assigned to him.

The Contractor shall be responsible to the Owner for the acts and omissions of his employees and other persons performing work for the Contractor.

No person shall be excluded from participation in, denied benefits of, or be subject to discrimination under this contract on the basis of their race, color, religion, national origin, age, sex, sexual orientation, pregnancy, childbirth or related conditions, medical condition, mental or physical ability, or veteran's status. Contractor shall ensure full compliance with federal, state and local laws, directives and executive orders regarding non-discrimination for all employees and subcontractors under this Contract.

Violation of the non-discrimination provisions of this Contract shall be considered a breach of this Contract and subject the Contractor to penalties, to be determined by the County Executive, including but not limited to:

i) termination of this Contract;

ii) disqualification of the Contractor from bidding on or being awarded a County contract for a period of up to 5 years;

iii) liquidated damages of $2,500 per violation; and,

iv) imposition of other appropriate contractual and civil remedies and sanctions, as determined by the County Executive.

To effectuate the provisions of this paragraph, the County Executive shall have the authority to:

i) examine Contractor's employment records with respect to compliance with this paragraph;

ii) set off all or any portion of the amount described in this paragraph against amounts due to Contractor under the Contract or any other Contract between Contractor and County.

Contractor shall report to the County Executive the filing by any person in any court of any complaint of discrimination or the filing by any person of any and all charges with the Equal Employment Opportunity Commission, the Fair Employment Housing Commission or any other entity charged with the investigation of allegations within 30 days of such filing, provided that within such 30 days such entity has not notified Contractor that such charges are dismissed or otherwise unfounded. Such notification shall include the name of the complainant, a copy of such complaint and a description of the circumstance. Contractor shall provide County with a copy of its response to the complaint when filed.

For contracts over $5,000, with respect to the provision of employee benefits, Contractor shall comply with the County Ordinance which prohibits contractors from discriminating in

GENERAL CONDITIONS Page 18 of 41 the provision of employee benefits between an employee with a domestic partner and an employee with a spouse.

Contractor shall ensure equal employment opportunity based on objective standards of recruitment, selection, promotion, classification, compensation, performance evaluations, and management relations, for all employees working on the Project. Contractor’s affirmative action policies shall be made available to Owner upon request.

It is the policy of the Owner that Contractors on Public Projects employ their workers from the local labor market whenever possible. Consistent with that policy, the Contractor is requested to employ his workers from the local labor market. Local labor market within the meaning of this section is defined as the labor market within the geographical confines of San Mateo County in the State of California.

The Contractor shall forfeit, as penalty to the Owner, twenty-five Dollars ($25) for each laborer, workman, or mechanic employed in the execution of the Contract by him, or by any Subcontractor under him, upon any of the Work hereinabove mentioned, for each calendar day during which said laborer, workman, or mechanic is required or permitted to labor more than eight hours in violation of the provisions of Article 3, Chapter 1, Part 7, Division 2 of the Labor Code.

The Contractor shall forfeit as penalty to the Owner, twenty-five dollars ($25) for each laborer, workman or mechanic employed for each calendar day or portion thereof, if such laborer, workman, or mechanic is paid less than the general prevailing rate of wages hereinafter stipulated for any Work done under the attached Contract, by him, or by any Subcontractor under him, in violation of the provisions of Article 2, Chapter 1, Part 7, Division 2 of the Labor Code.

Apprenticeship Program: Contractor shall comply with the provision of Section 1777.5, Chapter 1, Part 7, Division 2 of the Labor Code.

The Contractor’s attention is directed to the provisions of the California Labor Code, Division 2, Section 1776, and the regulations implementing it in Title 8, California Administrative Code. The Contractor shall be responsible for compliance by his Subcontractors. A certified copy of all weekly payroll records shall be furnished upon request of the Owner, the Division of Labor Standards Enforcement, or the Division of Apprenticeship Standards of the Department of Industrial Relations.

Payrolls shall contain the full name, address, and social security number of each employee, his correct classification, rate of pay, daily and weekly number of hours worked, itemized deductions made, and actual wages paid. They shall also indicate apprentices and ratio of apprentices to journeymen.

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The penalties specified in subdivision (f) of Labor Code Section 1776 for noncompliance with the provisions of said Section 1776 may be deducted from any moneys due or which may become due to the Contractor.

4. OWNER

4.1. DEFINITION

The Owner is the person or organization identified as such in the Agreement and is referred to as if singular in number and masculine in gender and includes his authorized representatives. The Owner is the County of San Mateo and is alternately referred to as "The County".

4.2. THE DIRECTOR OF PUBLIC WORKS

The Director of Public Works for the County of San Mateo, or their duly appointed representative, is the duly appointed agent for the Owner and as such is empowered to act for the Owner in all matters as stated in the Contract Documents or as provided by law.

4.3. OWNER’S CONSTRUCTION OBSERVER

The Owner may engage a Construction Observer. The Owner’s Construction Observer shall receive copies of all communications regarding a Job Order, have full access to the Work, and be kept informed of all actions taken.

The Owner’s Construction Observer shall not interpret the plans, coordinate the Work, order changes in the Work, supervise the workmen, or perform any duty which is the responsibility of the Architect, Owner or the Contractor.

5. ARCHITECT

5.1. DEFINITION

For the purpose of this Contract, the Architect is identified in each Job Order. The Owner may also be the Architect. The term "Architect" shall include his appointed representatives and consultants. The person is referred to throughout the Contract as if singular in number and masculine in gender. Nothing contained in the Contract Documents shall create any contractual relationship between the Architect and the Contractor.

5.2. GENERAL

The Architect will provide general administration of the Contract between Owner and Contractor.

The Architect will have authority to act on behalf of the Owner to the extent pro- vided in the Contract Documents. The Owner's instructions to the Contractor may be issued through the Architect.

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The Architect shall at all times have access to the Work. The Contractor shall provide facilities for such access so the Architect may perform his functions under the Contract Documents. The Architect will make periodic visits to the site to familiarize himself with the progress and quality of the work and to determine if the work is proceeding in accordance with the Contract Documents. Architect will endeavor to guard the Owner against defects and deficiencies in the Work.

The Architect will be the interpreter of the requirements of the Contract Documents and the judge of the Contractor’s performance thereunder. The Architect will, within 14 calendar days, render interpretations or answers to questions submitted by Contractor. All interpretations and decisions of the Architect shall be consistent with the intent of the Contract Documents. In his capacity as interpreter and judge he will exercise his best efforts to insure faithful performance by all parties of the Contract. The Architect's decision in matters relating to esthetic effect will be final.

The Architect will review submittals, samples, adjustments to the Contract, applications for payment, written guarantees, operation and maintenance manual and other documents required by the Contract.

6. PERFORMANCE OF THE WORK

6.1. DEFINITION

The term “Work” as used herein is all of the Contractors obligations under the Contract including, but not limited, to providing all labor, material, equipment and services indicated by each Job Order and the Contract Documents, as-built drawings, punchlist, inspections and approvals required or necessary for occupancy, and guarantees.

The term “Project” is the total construction planned or contemplated by the Owner of which the Work may be the whole or a part. The Owner may perform or contract for other work on the Project site during the progress of the Work.

6.2. ADMINISTRATION OF JOB ORDERS

The scope of required Work will be determined by the Detailed Scopes of Work stated in each individual Job Order. The County is not obligated to issue any individual Job Order(s).

All costs incurred with preparing Job Order Proposals are the sole responsibility of the Contractor.

Contractor will perform Work only as authorized by Job Orders issued by the County in accordance with the ‘Administration of Job Orders’. The Contractor must perform all Job Orders up to and including the Maximum Contract Value. The County must order at least the Minimum Contract Value.

The Contractor must provide all pricing, management, stamped or unstamped design drawings, shop drawings, documents, labor, materials, parts (to include system

GENERAL CONDITIONS Page 21 of 41 components), transportation, plant, supervision, and equipment needed to perform each Job Order. The Contractor must provide quality assurance as specified in strict accordance with the Contract.

In addition to the tasks and requirements stated in the Construction Task Catalog® and Task Specifications, the County may require Non-Pre-Priced Tasks incidental to work described in the Job Order. The parties will price these Non-Pre-Priced Tasks in accordance with the procedures set forth in the ‘Administration of Job Orders’.

As Directed by the County in the performance specification, the Contractor will provide incidental architectural or engineering design services in accordance with applicable State laws and the County’s insurance and indemnification requirements. All documents are subject to review and approval of the County. The County may require that design documents be prepared and provided in Computer Aided Design (CAD) format.

Each Job Order will be prepared under the direction of the County.

Job Order Contracting: The Owner may award an individual Job Order to any selected Contractor. Selection of the Contractor and award of the Job Order will be in compliance with established Owner procedures and based on one or more of the following criteria…