Model_Contract_IFB-080-2914301-MG_Modjeska_Grade_Road.pdf

County of Orange, OC Public Works IFB-080-2914301-MG Modjeska Grade Road, Road and Drainage Improvements

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COUNTY OF ORANGE MODEL CONTRACT

CONTRACT

This Agreement is made and entered into the _____ day of _______________, 20____, by and between the County of Orange, a political subdivision of the State of California (“County”), and _____________________________________________ (“Contractor”).

County and Contractor agree as follows:

1. CONTRACT DOCUMENTS

Contract Documents, which together comprise the complete agreement between County and Contractor, consist of the following: the Bid; this Contract; the General Conditions; Supplementary General Conditions;

the Non-collusion Declaration; Special Provisions; Addenda and Bulletins; Attachments; Appendices;

Plans; Standard Plans; Standard Specifications; all Reference Specifications mentioned in any Contract Documents; and all modifications and amendments to the foregoing issued after the date of execution of the Agreement, including Amendments and Change Orders. The Contract Documents also include the Faithful Performance Bond and the Labor and Material Payment Bond unless such bonds are expressly not required for this Project by the Supplementary General Conditions or Special Provisions. The Contract Documents are complementary, and what is called for by anyone shall be as binding as if called for by all.

2. SCOPE OF WORK

Contractor shall perform all work as required by, and in strict accordance with, the Contract Documents (the “Project”), which consists of:

The work to be done consists, in general, of roadway, drainage, and erosion control improvements along Modjeska Grade Road.

The work consists of reconstructing the pavement, constructing concrete ditches, inlets, junction structures, and storm drain lines, and retaining wall; removing and installing guardrails; installing erosion control measures; adjusting utilities and appurtenances; and striping.

3. CONTRACT PRICE AND TIME

3.1. CONTRACT PRICE

County shall pay Contractor for all work required by the Contract Documents the Contract Price of _______________________________________ Dollars ($____________), as it may be adjusted pursuant to the “CHANGES” Section of the General Conditions, and in accordance with the “PAYMENTS” Section of the General Conditions.

3.2. CONTRACT TIME

Within 10 calendar days of the Board of Supervisors’ award of the Contract, Contractor shall submit to County for its review: acceptable bonds; proof of insurance; initial job progress schedule; and any additional documentation required prior to execution of this Contract by the Contract Documents, Supplementary General Conditions or Special Provisions. If County rejects the submitted documents, Contractor will have 5 additional calendar days to resubmit. If Contractor fails to submit documents within the required time(s), the Contract Time (as defined below) will be reduced by the number of days which exceed the time for submittal. If Contractor fails to submit acceptable documents by the second submission, County may, at

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its sole discretion, proceed to award the Contract to the next lowest responsive, responsible bidder or reduce the Contract Time by the number of days between County’s rejection of the second submission and County’s approval of the documents.

Upon County’s approval of the bonds, insurance, initial job progress schedule, and any other required submitted documents, County will deliver to Contractor a signed copy of the Agreement and a Notice to Proceed with the work. Contractor shall not commence construction until County issues the Notice to Proceed. Contractor shall complete all work required by the Contract Documents within 550 calendar days of the effective date of the Notice to Proceed (“Contract Time”). The Contract Time includes 45 of anticipated weather days necessitating stoppage of work, and a time extension due to rain or other adverse weather conditions will only be granted in accordance with the “DELAYS DUE TO WEATHER AND FORCE MAJEURE” Section of the General Conditions.

4. BONDS

Within ten (10) calendar days after award of the Contract, the successful Contractor shall furnish a Faithful Performance Bond and a Labor and Material Payment Bond, each in an amount equal to 100% of the Contract Price and issued by a surety in accordance with the requirements of the General Conditions of the Contract. The bonds shall be in the form of the models included in the Invitation for Bid Documents and must be approved by County’s Risk Manager and County Counsel. The successfully Contractor shall submit the bonds with original signatures. The signature of the surety representative must be notarized.

5. LIQUIDATED DAMAGES

In accordance with Government Code Section 53069.85, Contractor agrees to forfeit and pay to County the sum of $3,300 per day (“Liquidated Damages”) for each calendar day that completion of all the work required by the Contract Documents is delayed beyond the Contract Time, as may be adjusted by Change Order. County may deduct such sum from any payments due or to become due to Contractor. If the Liquidated Damages exceed the unpaid balance of the Contract Price otherwise owed to Contractor, then Contractor shall immediately pay County the difference.

6. CONTRACTOR SHALL PERFORM (51%) OR MORE OF THE WORK

Contractor shall be capable of performing, and shall perform with its own organization, work amounting to at least 51 percent of the Base Bid Amount. However, any Bid Item designated as a Specialty Bid Item will be excluded from the Base Bid Amount for purposes of this Section only.

7. EMPLOYEE ELIGIBILITY VERIFICATION

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

8. SECURING WORKERS’ COMPENSATION INSURANCE CERTIFICATION

Contractor, by executing this Agreement, hereby certifies:

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

9. PARTIES’ REPRESENTATIVES

9.1. COUNTY’S REPRESENTATIVES

OC Public Works. The Project is under the general direction of County’s Board of Supervisors. The Board of Supervisors authorizes OC Public Works to be County’s representative in connection with the Project.

County’s Project Manager: Before starting work, County shall designate in writing a Project Manager who shall act as County’s representative during construction of the Project. County may also designate an alternate representative with complete authority to act for it. Unless otherwise expressly stated in the Contract Documents, the Project Manager will issue and receive all written communications on behalf of County for the Project. The Project Manager shall also coordinate any communications to or from County’s Architect-Engineer ("A-E") in connection with the Project. The Project Manager shall manage the routine responsibilities of County, but is not authorized to make decisions for County that materially affect this Contract or create additional legal liabilities for County.

9.2. COUNTY’S AUTHORITY

County has the final authority in all matters affecting the work. County has the authority to enforce Contractor’s compliance with the Contract Documents. County’s decision is final and binding on all questions relating to: quantities; acceptability of material, equipment, or work; execution, progress, or sequence of work; and interpretation of the Contract Documents. All labor, materials, tools, equipment furnished by Contractor and all work performed by Contractor shall be subject to County’s approval.

9.3. CONTRACTOR’S REPRESENTATIVES

Representative and Alternate: Before starting work, Contractor shall designate in writing a representative who shall have complete authority to act for it. Contractor may also designate an alternate representative with complete authority to act for it. County may rely on such representative or alternate as having the authority to execute Change Orders in any amount unless Contractor identifies to County in writing the officer(s) or employee(s) with such authority. The representative or alternate shall be present at the work site whenever work is in progress or whenever weather conditions necessitate its presence to take measures necessary to protect the work, persons, or property. Any order or communication given to this representative shall be deemed delivered to Contractor. A joint venture shall designate only one representative and alternate. In the absence of Contractor’s representative, instructions or directions may be given by County to the superintendent or person in charge of the specific work to which the order applies. Such order shall be complied with promptly and referred to Contractor or its representative. Contractor’s representative and alternate must be able to read, write, and speak English fluently.

Superintendent: Before starting work, Contractor shall submit to County for its review and approval the name of the superintendent who will be employed full-time by Contractor and be present on site at all times while work is being performed. Contractor’s superintendent must be well-qualified, and at County’s request Contractor shall provide documents or information to establish the superintendent’s qualifications.

Contractor’s superintendent shall represent Contractor in the absence of Contractor’s designated representative or alternate, and all directions given to the superintendent shall be binding as if given to Contractor. Contractor’s representative or alternate designated in accordance with the preceding paragraph also may serve as Contractor’s superintendent, provided that County approves the selection of the superintendent. The superintendent must read, write, and speak English fluently. County may require Contractor to replace a superintendent whose conduct or performance is unsatisfactory. Contractor shall not change its superintendent without County ’s consent unless the superintendent is unsatisfactory to Contractor or ceases to be in Contractor's employ. If Contractor’s superintendent leaves the Project, FF#: 3083701 4 | 5 4

Contractor shall replace him or her within 24 hours with a new, well-qualified superintendent acceptable to County.

Alternate Supervision Plan: For Projects on which the original Contract Price is $50,000 or less, Contractor may propose for County’s consideration a plan for providing supervision on the site that does not involve the presence of a full-time superintendent, representative, or alternate, as required by the preceding paragraphs. Any such plan must ensure that Contractor’s supervision of the work is adequate and effective for purposes of completing the work timely and in compliance with the Contract Documents. County may approve or reject Contractor’s proposed plan in its sole and absolute discretion.

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

10. SIGNATURE REQUIREMENTS

The Agreement must be signed by officer(s) authorized to bind Contractor. If documentation demonstrating express authority is not provided, then the Agreement must be signed by those officers with apparent authority to bind Contractor. If Contractor is a corporation, such signatures must comply with Corporations Code Section 313, as follows:

1) One signature by the chairman of the board, the president, or any vice president; and

2) One signature by the secretary, any assistant secretary, the chief financial officer, or any assistant treasurer.

11. CAMPAIGN CONTRIBUTION DISCLOSURE REQUIREMENT

Contractor agrees to comply with Government Code Section 84308. Contractor further agrees to disclose to the County any contribution made to any members of the Board of Supervisors or County Agency Officers by Contractor, Contractor’s agent or lobbyist, or, if applicable, any subcontractor(s) for the twelve

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

12. ENTIRE CONTRACT

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

***SIGNATURE PAGE FOLLOWS***

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IN WITNESS WHEREOF, the parties hereto have executed this Contract on the dates opposite their respective signatures:

TBD

a California Corporation

Date: By:

Print Name & Title

(If a corporation, the document must be signed by two corporate officers. The 1st must be either Chairman of the Board, President or any Vice President.)

Date: By:

Print Name & Title

(If a corporation, the document must be signed by two corporate officers. The 2nd must be either an Assistant Secretary, Secretary, Assistant Treasurer or Chief Financial Officer.)

COUNTY OF ORANGE,

a political subdivision of the State of California

Date: ___________ By: __________________________________

Print Name: ________________________________

Title: ________________________________

APPROVED AS TO FORM

Office of the County Counsel Orange County, California

By: ___________________________ Deputy

Name: _________________________

Date: ____________

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GENERAL CONDITIONS

1. DEFINITIONS

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

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

“weather day” Any working day that stoppage of work can reasonably be expected at the Project site due to rain or other adverse weather conditions. Refer to “CONTRACT TIME” and “DELAYS DUE TO WEATHER AND

FORCE MAJEURE”.

"working day" Monday through Friday except: Saturday; Sunday; or any day designated as a holiday by County.

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

Agreement The portion of the Contract Documents, signed by both Parties, that contains the Project name, Contract Price, Contract Time, Liquidated Damages, and other terms and conditions.

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

Accepted Project Schedule Contractor's initial job progress schedule after it has been accepted by County and designated as the Accepted Project Schedule, and updated by each accepted monthly Schedule Update.

Architect-Engineer (A-E) County's Engineer of Record for the Project, whether County 's own employee or a third-party individual or firm hired to provide A-E services.

Bid A Bid is an offer made by a Bidder to the County in accordance with the Instructions to Bidders.

Bid Item An item of work or task listed in the Bid Schedule including the description, quantity (where applicable), and unit cost.

Bid Item, Additive An item of work that may or may not be included in the amount used to determine the lowest bid, as provided in the "Instructions to Bidders" pursuant to Public Contract Code Section 20103.8, which may be added to the scope of work.

Bid Item, Deductive An item of work that may or may not be included in the amount used to determine the lowest bid, as provided in the "Instructions to Bidders" pursuant to Public Contract Code Section 20103.8, which may be removed from the scope of work.

Bid Item, Deletable An item of work that is considered part of a Bidder's base bid but which may or may not be deleted from the Contract Price at any time prior to completion of the work.

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Bid Item, Final An item where the estimated quantity for that item of work shall be the final pay quantity, unless the dimensions of any portion of that item are revised by the Engineer of Record, or the item or any portion of the item is eliminated. If the dimensions of any portion of the item are revised, and the revisions result in an increase or decrease in the estimated quantity of that item of work, the final pay quantity for the item will be revised in the amount represented by the changes in the dimensions.” If a final pay item is eliminated, the estimated quantity for the item will be eliminated. If a portion of a final pay item is eliminated, the final pay quantity will be revised in the amount represented by the eliminated portion of the item of work.

The estimated quantity for each item of work designated as "Final Quantity" (F) in these Special Provisions shall be considered as approximate only, and no guarantee is made that the quantity which can be determined by computations, based on the details and dimensions shown on the plans, will equal the estimated quantity. No allowance will be made in the event that the quantity based on computations does not equal the estimated quantity.

In case of discrepancy between the quantity shown in the “Bid Schedule” Section of these Special Provisions for a final pay item and the quantity or summation of quantities for the same item shown on the plans, payment will be based on the quantity shown in the “Bid Schedule” Section of these Special provisions.

Bid Item, Specialty An item of work that is considered part of a Bidder’s base bid but which is not considered part of Contractor’s obligation pursuant to the “Contractor’s Obligation to Self-perform the Work” Section of the Agreement.

Bid Item, Partial Payment An item of work that is based on the actual quantities required for complete installation in place. Bid shall be made for the quantity listed in the Bid Schedule; however, payment will be based on the actual quantity of work required to complete installation in place, which may be less than the quantity listed in the Bid Schedule.

Bid Schedule The detailed list of items of work with associated quantities, prices, and type of cost, submitted with each Bidder's Bid.

Bidder Any individual, firm, partnership, corporation, or combination thereof, submitting a Bid for the Contract, acting directly or through an authorized representative.

Board of Supervisors County's governing body.

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

CCR California Code of Regulations.

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

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

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

Code Sections Except where otherwise specified, all statutory references (e.g. "Labor Code" or "Public Contract Code") shall mean those laws enacted by the State of California, as they may be amended.

Contract The complete agreement between County and Contractor covering the Project, as represented by the Contract Documents.

Contract Documents Documents comprising the complete agreement between County and Contractor as enumerated in the "Contract Documents" Section of the Agreement.

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

Contract Time The number of calendar days specified in the "Contract Price and Time" Section of the Agreement that Contractor has to complete the work after the issuance of a Notice to Proceed, as it may be adjusted in accordance with the "Changes" Section of the General Conditions.

Contract Unit Price The amount stated in the Bid for a single unit of an item of work.

Contractor The Party awarded the Contract by County.

County The County of Orange, a political subdivision of the State of California, and its representatives.

Defective Work Contractor's performance that does not conform to the requirements of the Contract Documents, industry standards, manufacturers' recommendations, or requirements of the "Quality of Materials and Workmanship" Section of the General Conditions.

Director Except where otherwise provided, references to "Director" shall mean the Director of OC Public Works or designee.

Dust Control Plan Contractor's plan for compliance with County's Fugitive Dust Emission Control Plan in conformance with the SCAQMD Rule 403 (See the "Performance" Section of the General Conditions.)

Emergency/Contingency Plan

Contractor's provisions for handling spills of hazardous, liquid, or nuisance materials prepared in accordance with the "Hazardous or Contaminated Materials" subsection of the "Performance" Section of the General Conditions.

Engineer Resident Engineer who manages, inspects, and oversees the daily operations of the construction project.

Engineer of Record The California-registered engineer in responsible charge for the design of the Project and whose seal appears on the Plans and Special Provisions.

Escrowed Documents Those documents sealed, submitted, and held in accordance with the "Escrowed Documents" Section of the Agreement.

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

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

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Health and Safety Plan

(H&SP)

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

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

Manifests Required documents that identify the generator, transporter, disposal facility and type of hazardous material(s). Manifests include, but are not limited to: documents entitled Uniform Hazardous Waste Manifest(s), Bills of lading, or similar documentation concerning the handling, transportation, and disposal of materials (See the "Hazardous or Contaminated Materials" subsection of the "Performance" Section of the General Conditions.)

Notice of Completion The document recorded by County in accordance with Civil Code Section 9204 after completion of the work.

Notice of Termination County's notice to Contractor specifying the effective date of a termination of the Contract (in whole or in part).

Party / Parties The County and/or Contractor.

Plans The drawings, profiles, cross sections, standard plans, working drawings, and shop drawings, or reproductions thereof, approved by County, which show the location, character, dimensions, or details of the Project.

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

Project Manager (PM) The County representative identified in the Contract Documents or otherwise specified by County in writing.

Reference Specifications Those bulletins, standards, rules, methods of analysis or testing, codes, and specifications of other agencies, engineering societies, or industrial association referred to in the Contract Documents. These shall refer to the latest edition, including amendments in effect and published at the time of advertising the Contract or issuing the permit, unless specifically referred to by edition, volume, or date.

Request for Change Contractor's request that County issue a Change Order.

Retention The portion withheld from progress payments by County as security for

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

Retention Payment Payment of the Retention in accordance with Public Contract Code 7107 and the "Retention Payment" Section of the General Conditions.

Schedule of Values Contractor’s detailed breakdown of unit prices and costs of services, labor, and materials pursuant to the "Project Schedule and Schedule of Values" Section of the General Conditions.

Schedule Update(s) Contractor’s monthly update of work progress. (See the "Project Schedules" and “Payments” Sections of the General Conditions.)

Special Provisions The portion of the Contract Documents describing the specific requirements of the Project, which may include additions and revisions to the Standard Specifications setting forth conditions and requirements peculiar to the Project.

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Standard Plans Details of standard structures, devices, or instructions referred to on the

Plans or in the Special Provisions by title or number.

Standard Specifications The Standard Specifications for Public Works Construction (SSPWC), known as the "Greenbook," Current Edition, Parts 2 through 5, including any supplements effective as of the time of Bid opening.

Subcontractor(s) Those contractors independently engaged by Contractor to perform portions of the work.

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

Supplementary General Conditions

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

Traffic Control Plan (TCP) Contractor's provisions for coordination of its traffic at the Project site.

(See the "Performance" Section of the General Conditions.)

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

2. COMPLIANCE WITH LAWS AND REGULATIONS

Contractor represents and warrants that services to be provided under this Contract shall fully comply, at Contractor’s expense, with all standards, laws, statutes, restrictions, ordinances, requirements, and regulations (collectively “laws”), including, but not limited to those issued by County in its governmental capacity and all other laws applicable to the services at the time services are provided to and accepted by County. Contractor acknowledges that County is relying on Contractor to ensure such compliance, and pursuant to the requirements of the Insurance and Indemnification section, Contractor agrees that it shall defend, indemnify and hold County and County Indemnitees harmless from all liability, damages, costs and expenses arising from or related to a violation of such laws.

Contractor shall remain in compliance and in good standing, maintaining current and active business entity and/or nonprofit registration status, with all applicable federal, state and local registration requirements at the time of execution of the contract through the duration of the term of the Contract, and shall provide annual confirmation of current and active status to County through the term of the Contract.

3. CONTRACTOR’S LICENSE

At all times during the term of this Contract, Contractor shall: (a) maintain in good standing all licenses required by the State of California or any other governmental entity for it to perform the work required under the Contract; and (b) comply in all respects with the California Contractors’ State License Law, Business & Professions Code Section 7000, et seq.

4. SUBCONTRACTS

4.1. LICENSED SUBCONTRACTOR

Each Subcontractor selected for the work shall be licensed in the State of California in the Subcontractor's particular field.

No performance of this Contract or any portion thereof may be subcontracted or otherwise delegated by Contractor, in whole or in part, without first obtaining the prior express written consent of County. Any

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attempt by Contractor to subcontract or delegate any performance of this Contract without the prior express written consent of County shall be invalid and shall constitute a material breach of this Contract, and any attempted assignment or delegation in derogation of this paragraph shall be void.

In the event that Contractor is authorized by County to subcontract, this Contract shall take precedence over the terms of the agreement between Contractor and subcontractor, and any agreement between Contractor and a subcontractor shall incorporate by reference the terms of this Contract. Contractor shall remain responsible for the performance of this Contract and indemnification of County notwithstanding the County’s consent to Contractor’s request for approval of a subcontractor. Under no circumstances shall County be required to directly monitor the performance of any subcontractor. All work performed by a subcontractor must be monitored by Contractor and must meet the approval of the County of Orange pursuant to the terms of this Contract.

4.2. COMMUNICATIONS

Communications with Subcontractors shall be made through Contractor except when in emergency situations Contractor is not readily available, in which case detailed instructions shall be transmitted to Subcontractors directly.

4.3. RESPONSIBILITY

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

Contractor shall indemnify and hold County harmless with respect to the activities of each and every Subcontractor in the same manner and to the same degree as if such Subcontractor were the Contractor’s employee. Contractor shall pay each Subcontractor promptly the amount allowed Contractor on account of such Subcontractor’s work to the extent of such Subcontractor's interest therein.

4.4. CONTRACTUAL RELATIONS

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

4.5. LISTING AND SUBSTITUTION OF SUBCONTRACTORS

Contractor shall comply with the Subletting and Subcontracting Fair Practices Act, California Public Contract Code Sections 4100 et seq. Contractor may not substitute a person or entity in place of any subcontractor listed in the Bid except with County’s written approval in compliance with the provisions of Public Contract Code Sections 4107 et seq.

5. INTERPRETATION OF CONTRACT DOCUMENTS

5.1. PLANS AND SPECIAL PROVISIONS

Checking: Contractor shall review all Contract Documents immediately upon receiving them and shall promptly notify County of any discrepancies. Contractor shall notify County about the absence of a specification or detail, and such absence shall not excuse Contractor from following standard practices in the industry. Dimensions marked on drawings shall in general be followed in preference to scale measurements. Larger-scale, more detailed drawings shall in general govern over smaller-scale, less detailed drawings. Architectural and engineering schedules shall take precedence over other portions of the Plans. Contractor shall compare all Plans and verify the dimensions before laying out the work and will be responsible for any errors that might have been avoided by doing so. If measurements are affected by site conditions, Contractor shall take new measurements for which Contractor bears full responsibility, and which shall be treated as if represented in the Plans and Special Provisions.

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Omissions and Mistakes: Contractor shall call to County’s attention as soon as identified any omissions in the Contract Documents or mistakes in details of work that are necessary to carry out the intent of the Contract Documents or that are customarily performed. County shall promptly notify County in writing of the correction. If warranted, County shall issue a Change Order in accordance with the “CHANGES” Section of these General Conditions. If Contractor makes any adjustment to the work without first receiving the County’s written correction, such adjustment shall be at Contractor’s own risk and expense.

Conflicting Information: In case of conflicting information in the Contract Documents, Contractor shall bid the most expensive alternative.

Documents at the Site: Contractor shall keep available at the site for ready reference a complete set of the Contract Documents. Contractor also shall maintain a complete set of approved shop drawings, manufacturers’ recommendations and instructions, and copies of all Project correspondence at the site.

Contractor shall provide County with a set of manufacturers’ recommendations and instructions.

“As-Built” Plans at the Site: Contractor shall maintain at the site a complete "As-Built" set of Plans for the Project. Contractor shall update the As-Built Plans each day. Contractor shall make As-Built Plans available to County immediately upon request. Any delay by Contractor in providing County with access to properly updated As-Built Plans may result in a commensurate delay in County’s processing of progress payment applications. Prior to final payment, Contractor shall deliver a complete set of the As-Built Plans to County in a format acceptable to County and suitable for use in preparing a reproducible set of record drawings for the Project.

Deviations: Contractor shall not deviate from the Plans and the dimensions shown therein, whether or not Contractor believes an error exists, without first obtaining County’s written permission for the deviation.

5.2. DIVISIONS OF THE SPECIAL PROVISIONS

For convenience, the Special Provisions are arranged in many divisions and sections, but such separations shall not be considered as the limits of the work of any type or as the limits of the work required for any subcontract or trade. Contractor shall bear sole responsibility for defining the scope of work for each trade and each of its Subcontractors. County will not be responsible for any division of work among the various Subcontractors or trades regardless of the location of applicable provisions in the Special Provisions.

Any description of work included in a section is listed for convenience only, and shall not be considered a prescriptive or comprehensive list of items of work necessary to complete the work of that section.

Where devices or items or parts thereof are referred to in the singular, it is intended that such reference shall apply to as many such devices, items, or parts as are required to properly complete the work.

5.3. PRECEDENCE OF CONTRACT DOCUMENTS

If there is a conflict among Contract Documents, the document highest in precedence shall control.

The precedence shall be:

1. Permits and applicable regulations as may be provided by law or that govern the site;

2. Amendments and Change Orders;

3. Agreement;

4. Bid, as accepted by County;

5. Addenda and Bulletins;

6. Special Provisions;

7. Supplementary General Conditions;

8. General Conditions;

9. Plans;

10. Standard Plans;

11. Standard Specifications; and

12. Reference Specifications, Attachments, and Appendices.

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6. PRE-CONSTRUCTION

6.1. CONTRACTOR’S PRE-CONSTRUCTION OBLIGATIONS

Prior to beginning construction, Contractor shall: visit the site; verify measurements; become acquainted with all existing conditions; examine all adjoining work and report to County any such work not correctly located or constructed; and ascertain the best means of executing the work. Contractor’s or each Subcontractor’s commencement of the work of its trade will be interpreted as Contractor’s acceptance of existing conditions over which the new work must be placed, installed, or otherwise performed.

7. BONDS, INDEMNITY, AND INSURANCE

7.1. BONDS

Payment and Performance Bonds

Within 10 days after award of the Contract, Contractor shall furnish a payment bond for 100% of the amount of the Contract, in accordance with Civil Code Section 9554, and a performance bond for 100% of the amount of the Contract, guaranteeing the faithful performance of the Contract. Contractor shall take steps to assure that the penal sum of the bonds shall be increased by the amount of any additive adjustments to the Contract Price as a result of Change Orders.

The payment and performance bonds must each be issued by a surety that: (i) is authorized by the California Insurance Commissioner to transact surety insurance in the State of California; (ii) has assets exceeding its liabilities in an amount equal to or in excess of the amount of the bonds; and (iii) acts in compliance with Insurance Code Section 12090.

The payment and performance bonds shall be in the form provided with the Instructions to Bidders and are subject to approval by the County.

County’s Right to Replace Surety

If any surety upon any bond furnished in connection with this Contract becomes objectionable to County and fails to submit to County the documents described in California Code of Civil Procedure Sections 995.660(a)(1) through (a)(4) within the time specified in those Sections, then Contractor shall promptly furnish such additional security as may be required by County to protect the interests of County and of persons entitled to make a claim against the payment bond. Failure to furnish such additional security shall constitute a material breach of the agreement.

7.2. INDEMNIFICATION

Contractor agrees to indemnify, defend with counsel approved in writing by County, and hold County, their elected and appointed officials, officers, employees, agents and those special districts and agencies which County’s Board of Supervisors acts as the governing Board (“County Indemnitees”) harmless from any claims, demands or liability of any kind or nature, including but not limited to personal injury or property damage, arising from or related to the Tasks, products or other performance provided by Contractor pursuant to this Contract. If judgment is entered against Contractor and County by a court of competent jurisdiction because of the concurrent active negligence of County or County Indemnitees, Contractor and County agree that liability will be apportioned as determined by the court. Neither party shall request a jury apportionment. Notwithstanding anything stated above, nothing contained herein shall relieve Contractor of any insurance requirements or obligations created elsewhere in this contract.

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7.3. INSURANCE

INSURANCE PROVISIONS

Prior to the provision of services under this Contract, Contractor shall carry all required insurance at Contractor’s expense, including all endorsements required herein. Contractor agrees to keep such insurance coverage current and provide a Certificate of Insurance and endorsements to the County during the entire term of this Contract.

The procuring of such required policy or policies of insurance shall not be construed to limit Contractor's liability hereunder nor to fulfill the indemnification provisions and requirements of this Contract, nor act in any way to reduce the policy coverage and limits available from the insurer. Any failure on the part of the County to monitor or enforce compliance with any of the insurance requirements shall not be construed as a waiver of any required insurance provisions herein.

Evidence of Insurance Insurance certificates and all endorsements shall be forwarded to the County agency/department . The name of the Insured Party on the Certificate of Insurance shall match the name of the Contractor identified in the Contract.

If the Contractor fails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor.

Failure to maintain and/or provide evidence of insurance acceptable to the County for the full term of this Contract shall constitute a material breach, upon which the County may terminate this Contract.

Cancellation and Changes in Insurance Contractor shall provide thirty (30) days prior written notice to the County of any policy cancellation or non-renewal and ten (10) days prior written notice where cancellation is due to non-payment of premium and provide a copy of the cancellation notice to County. Failure to provide written notice of cancellation may constitute a material breach of the Contract, upon which the County may suspend or terminate this Contract.

If the Contractor fails to provide the insurance certificates and endorsements within seven (7) days of notification by CEO/Purchasing or the agency/department purchasing division, award may be made to the next qualified vendor.

Insurance requirements are subject to periodic review by County. County retains the right to require additional types of insurance coverage or higher limits throughout the term of this Contract. Any change will be deemed by County Risk Manager as appropriate to adequately protect County’s risk. County shall notify Contractor in writing of changes in the insurance requirements. If Contractor does not provide acceptable Certificates of Insurance and endorsements to County incorporating such changes within thirty

(30) days of receipt of such notice, this Contract may be in breach without further notice to Contractor, and County shall be entitled to all legal remedies.

Subcontractor Insurance Requirements All subcontractors performing work on behalf of Contractor pursuant to this Contract shall be included under Contractor’s insurance as an Additional Insured or shall maintain insurance subject to the same requirements as Contractor (unless specified below). Contractor shall not allow subcontractors to work if

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subcontractors have less than the level of coverage required by County from Contractor under this Contract.

Contractor shall provide the insurance requirements to every subcontractor and shall be responsible for verifying each subcontractor complies with the required insurance prior to allowing any subcontractor to begin work. Evidence of subcontractor’s insurance must be maintained by Contractor through the entirety of this Contract for inspection by County at any reasonable time.

Self Insured Retention (SIR) All SIR’s shall be clearly stated on the Certificate of Insurance. Any SIR above Fifty Thousand Dollars $50,000 shall specifically be approved by the County’s Risk Manager, or designee. The County reserves the right to require current audited financial reports from Contractor as evidence it can support the SIR.

Qualified Insurer The policy or policies of insurance must be issued by an insurer with a minimum rating of A- (Secure A.M.

Best's Rating) and VIII (Financial Size Category as determined by the most current edition of the Best's Key Rating Guide/Property-Casualty/United States or ambest.com).

Waiver of subrogation All insurance policies required by this Contract shall waive all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents when acting within the scope of their appointment or employment.

Umbrella or Excess Insurance If Contractor utilizes combination of umbrella or excess policies to satisfy the required insurance, these policies must “follow form” and afford no less coverage than the primary policy.

Insurance Coverages and Limits:

Contractor shall maintain throughout the contract the minimum limits and coverage as set forth below:

1. Commercial General Liability Shall be written on occurrence basis utilizing Insurance Services Office (ISO) form CG 00 01, or a substitute form providing liability coverage at least as broad. The policy shall contain a severability of interests “separation of insureds” clause and include coverage for products completed operations, and contractual liability. The Commercial General Liability policy shall not exclude coverage for Explosion, Collapse, or Underground Hazard (XCU).

A. Minimum Limits $5,000,000 per occurrence; $5,000,000 aggregate B. An Additional Insured endorsement using ISO form CG 20 10 04 13 or CG 20 33 04 13, a form at least as broad naming the County of Orange, its elected and appointed officials, officers, employees, and agents as Additional Insureds, or provide blanket coverage which shall state As Required by Written Contract.

C. A primary non-contributing endorsement using ISO form CG 20 01 04 13, or a form at least as broad evidencing that the Contractor’s insurance is primary, and any insurance or self-insurance maintained by the County shall be non-contributing.

D. Products and Completed Operations endorsement using ISO Form CG 20 37 04 13, or a form at least as broad.

2. Auto Liability The Business Auto Liability coverage shall be written on ISO form CA 00 01, CA 00 05, CA 0012, CA 00 20, or a substitute form providing coverage at least as broad. The policy shall include coverage for owned or scheduled (if applicable), non-owned, and hired vehicles.

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A. Minimum Limits $1,000,000 combined single limit each accident

3. Worker’s Compensation and Employer’s Liability Coverage is required for all employees providing services pursuant to the Contract. Worker’s Compensation coverage shall have statutory limits and meet all the requirements of the State of California Labor Code.

A. Employer’s Liability policy with minimum limits of $1,000,000 per accident or disease B. The Workers’ Compensation policy shall contain a waiver of subrogation endorsement waiving all rights of subrogation against the County of Orange, its elected and appointed officials, officers, employees, and agents or provide blanket coverage, which will state As Required by Written Contract.

C. If Contractor has no employees, it may certify to County that it does not currently have any employees or individuals who are defined as “employees” under the Labor Code by signing a County waiver. The waiver shall be reviewed and will require approval from the County Risk Manager or designee.

7.4. RESPONSIBILITY FOR DAMAGES OR INJURY

County and its officers and employees shall not be liable in any manner for any loss or damage to any portion of the work, any loss or damage to any of the materials or equipment used in the work, or any injury to any person or property by any cause that might reasonably have been prevented by Contractor , its employees, or its Subcontractors. Contractor shall indemnify and defend County against any claims or liability under this section pursuant to the “Indemnification Provisions” Section of these General Conditions.

Contractor shall remove and dispose of any waste materials, including soils or other materials that become contaminated directly or indirectly as a result of Contractor ’s performance under this Contract, according to the “Hazardous or Contaminated Materials” Section of the General Conditions.

Payment of any penalties, fines, or other liability assessed to County by regulatory agencies due to Contractor ’s or any Subcontractor’s action or inaction in performing the work shall be Contractor’s sole responsibility.

Contractor shall pay any assessments or damages covered by this Section directly, or, at County's discretion, County may pay or retain the amount of such assessments or damages and deduct its costs from payments owed or as they become due to Contractor.

8. SCHEDULES, SUBMITTALS, SUBSTITUTIONS, AND INSPECTIONS

8.1. PROJECT SCHEDULES

Project Schedules: Prior to County’s issuance of the Notice to Proceed, Contractor shall submit to County for County’s review an initial job progress schedule. County’s acceptance of the initial job progress schedule shall be conditioned on its acceptance of all other documents Contractor is required to submit to County by the “Contract Time” Section of the Agreement. County’s acceptance of this schedule does not modify any of the provisions of the Contract Documents including, but not limited to, the Contract Time or any time specified in the Contract Documents for County’s review of submittals.

Once the Notice to Proceed is issued, the job progress schedule shall be updated to reflect the Contract Time as defined in the Agreement. Unless a specific software application is called for elsewhere in the Contract Documents, Contractor shall use Microsoft Project, SureTrak Project Manager, Primavera Project

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Planner, or other scheduling software acceptable to County to configure all versions of its job progress schedule. Contractor shall prepare the job progress schedule using the critical path format. Schedule activities shall be of sufficient detail to assure that adequate planning has been done for proper execution of all of Contractor ’s work.