Model_Contract_IFB_299-3104108-AR.pdf

County of Orange

OC Waste & Recycling

299-3104108-AR

DBB Prima Zone 4 Phase A Main Gas Line Project

Contract 299-3104108-AR

For

DBB Prima Zone 4 Phase A Main Gas Line Project

Between

OC Waste & Recycling

And

TBD

299-3104108-AR

1. SCOPE OF WORK

Project: Prima Zone 4 Phase A Main Gas Line Project

Location: 32250 Avenida La Pata San Juan Capistrano

License Req.: A - General Engineering Contractor’s License

Work Description:

The project consists of design, permitting, and construction of the Zone 4 Phase A Landfill Gas (LFG)

Collection and Control System (LFGCCS) header installation. Work to include trenching, installation of new HDPE header piping, associated valves and appurtenances, tie-ins to existing LFG infrastructure, backfilling, testing, and restoration of disturbed areas. Contractors should account for site constraints including traffic control, construction sequence, coordination with landfill operations, subcontractor scheduling, and materials procurement. Completed work will provide the owner with improvements to the

LFGCCS, including the fully installed Zone 4 Phase A header and associated connections to the existing

LFG infrastructure, with the requirement that the contractor avoid damage to any existing infrastructure not designated for demolition and removal.

Contract Amount: TBD

Time Allotted: 210 calendar days and 30 weather days for construction from date of issuance of Notice to Proceed

Working Hours: Monday – Friday; 7am – 5pm

Notes: Contractor to pay the stipulated prevailing wage rates as required for all work on site under this contract and shall submit certified payroll upon request.

Contact Information

Project Manager: TBD

Phone Number: TBD

Email Address: TBD

2. COUNTY - CONTRACTOR CONTRACT

THIS CONTRACT, made and entered by and between the County of Orange, a political subdivision of the State of California, hereinafter referred to as "County," and TBD, hereinafter referred to as

“Contractor.” County and Contractor mutually agree as follows:

The complete Contract Documents comprise the sole agreement between the parties as to the subject matter therein. Any representations or agreements not specifically contained therein are null and void. Any amendments to any Contract Documents must be made in writing, signed by both parties. The Contract

Documents are complementary, and what is called for by any one shall be as binding as if called for by all.

2.1. SCOPE OF WORK

Contractor shall perform everything required to be performed, shall provide, and furnish all the labor, supervision, funding, administration, planning, scheduling, materials testing, inspecting, tools, Tasks, equipment and all utility and transportation Tasks in adequate quantity and quality to accomplish completion of the work as specified and all work inferred as necessary within the time period set forth. The

299-3104108-AR

work shall conform to the Contract Documents and all codes, regulations, laws, etc. referenced in the

Contract Documents or by industry standard.

2.2. Contractor Safety:

Contractor shall comply with the County’s Safety and Loss Prevention Policy and Procedure#306

(“Contractor Safety Responsibilities”) and submit a copy of their Injury and Illness Prevention Program

(IIPP) and Contractor Safety-Activity Checklist to the County’s Project Manager prior to the start of any work performed under the Contract. Contractor will notify County Project Manager of any revisions to the

Safety-Activity Checklist and will provide a new Safety-Activity Checklist upon County request. The IIPP shall comply with California Code of Regulations, Title 8, Section 1509 or 3203(whichever applies).

Contractor shall submit other safety programs that pertain to the type of job that will be performed on site.

County reserves the right to conduct inspections and audits as necessary for the purpose of evaluating any aspect of safety performance under this Contract.

2.3. COUNTY ACCEPTANCE

All labor, materials, tools, equipment, and Tasks shall be furnished and work performed and completed under the general direction and subject to the acceptance of County or its authorized representatives.

2.4. CONTRACT AMOUNT AND SCHEDULE

County agrees to pay and Contractor agrees to accept in full payment for the work above agreed to be done, the sum of TBD, the total amount of the base bid, which sum is to be paid according to the payments Article and subject to additions, and deductions, if any, as hereinafter provided. Unless County’s Project Manager authorizes an extension of time in writing, the Contractor agrees to complete the work within 210 calendar days of issuance of Notice to Proceed to the Contractor from County. Extensions of time will only be authorized when the Contractor’s inability to complete the work is not due to their own action or inaction.

Construction shall not commence until a Notice to Proceed is issued in writing by County after Contractor’s insurance documentation is approved by County.

2.5. PAYMENTS

During the fourth week of the calendar month following the commencement of the work and each successive month thereafter, Contractor shall prepare an accurate progress payment request on a form prescribed by County’s OC Waste & Recycling. The progress payment request shall be in conformance with Article 13 Payments of the General Conditions. Approximately thirty (30) days after County's OC

Waste & Recycling written approval of the payment request, the Contractor shall be paid such sum as will bring the payments each month up to ninety-five percent (95%) of the value of the work completed less any money properly withheld in accordance with this Contract, since the commencement of the work, less all previous payments, provided that the Contractor submits his request for payment prior to the last day of each preceding month. The County’s Representative will review the payment request as soon as practicable to determine if it is proper. A payment request determined not to be a proper payment request suitable for payment will be returned to the Contractor within seven (7) days with a statement setting forth the reasons why the payment request is not proper. The final payment, if unencumbered, or any part thereof unencumbered, shall be made no later than sixty (60) days after completion of the work including the

Contractor’s submission and the County's acceptance of all required completion documents. Payments shall be made on the progress payment request signed by the County's OC Waste & Recycling, stating that the work for which the payment is demanded has been performed in accordance with the terms of the Contract, and that the amount stated in the payment request is due under the terms of the Contract. Contractor is entitled to interest pursuant to Public Contract Code Section 20104.50, if County fails to make any progress

299-3104108-AR

payment within 30 days after receipt of an undisputed and properly submitted payment request. Failure to make the final payment in accordance with the requirements of Public Contract Code Section 7107, shall entitle Contractor to additional payments as specified in Public Contract Code Section 7107(f). Partial payments on the Contract price shall not be considered as an acceptance of any part of the work.

2.6. LIQUIDATED DAMAGES; EXTENSION OF TIME

In accordance with Government Code Section 53069.85, CONTRACTOR agrees to forfeit and pay to

County the sum of EIGHT THOUSAND, FIVE HUNDRED DOLLARS ($8,500), per day for each calendar day work is delayed beyond the time allowed, and such sum shall be deducted from any payments due to or to become due to Contractor. Contractor will be granted an extension of time and will not be assessed liquidated damages for unforeseeable delays beyond the control of and without the fault or negligence of the Contractor including delays caused by County.

2.7. WAIVER OF CLAIMS

Unless a shorter time is specified elsewhere in this Contract, on or before making his final request for payment under Article 5 above, Contractor shall submit to County, in writing, all claims for compensation under or arising out of this Contract; the acceptance by Contractor of the final payment shall constitute a waiver of all claims against County under or arising out of this Contract except those previously made in writing and identified by Contractor as unsettled at the time of his final request for payment.

2.8. WARRANTY WORK

Failure by the Contractor to take corrective action within twenty-four (24) hours after personal or telephonic notice by the County's OC Waste & Recycling on items affecting essential use of the facility, safety, or the preservation of property, and within ten (10) calendar days following written notice on other deficiencies, will result in the County taking whatever corrective action it deems necessary. All costs resulting from such action by the County will be claimed against Contractor or, if necessary, the Contractor’s Performance

Bond.

2.9. WAGE RATES

Contractor shall post a copy of the wage rates at the job site and shall pay the adopted prevailing wage rates as a minimum. Pursuant to the provisions of Section 1773 of the Labor Code of the State of California, the

Board of Supervisors has obtained the general prevailing rate of per diem wages and the general prevailing rate for holiday and overtime work in this locality for each craft, classification, or type of workman needed to execute this Contract from the Director of the Department of Industrial Relations. These rates are on file with the Clerk of the Board of Supervisors. Copies may be obtained at cost at the office of County's OC

Public Works/OC Facilities & Asset Management/A&E Project Management or visit the website of the

Department of Industrial Relations, Prevailing Wage Unit at www.dir.ca.gov/DLSR/PWD. The Contractor shall comply with the provisions of Sections 1774, 1775, 1776 and 1813 of the Labor Code.

2.10. GOVERNING LAW AND VENUE

This Contract has been negotiated and executed in the State of California and shall be governed by and construed under the laws of the State of California. In the event of any legal action to enforce or interpret this Contract, the sole and exclusive venue shall be a court of competent jurisdiction located in Orange

County, California, and the parties hereto agree to and hereby submit to the jurisdiction of such court, notwithstanding Code of Civil Procedure Section 394.

The parties specifically agree that by soliciting and entering into and performing Tasks under this Contract, the Contractor shall be deemed to constitute doing business within Orange County from the time of https://www.dir.ca.gov/DLSR/PWD

299-3104108-AR

solicitation of work, through the period when all work under this Contract is completed, and continuing until the expiration of any applicable limitations period. Furthermore, the parties have specifically agreed, as part of the consideration given and received for entering this Contract, to waive any and all rights to request that an action be transferred for trial to another county under Code of Civil Procedure Section 394.

2.11. APPRENTICESHIP REQUIREMENTS

The Contractor shall comply with Section 230.1(A), California Code of Regulations as required by the

Department of Industrial Relations, Division of Apprenticeship Standards by submitting DAS Form to the

Joint Apprenticeship Committee of the craft or trade in the area of the site.

2.12. STATE AUDIT AND ACCOUNTING RECORDS

Pursuant to and in accordance with Section 8546.7 of the California Government Code, if this Contract involves expenditures of public funds aggregating in excess of Ten Thousand Dollars ($10,000), the

Contractor shall be subject to the examination and audit of the Auditor General of the State of California for a period of three years after final payment under the Contract.

CONTRACTOR shall maintain records for all costs connected with the performance of the Contract including but not limited to the costs of administering the Contract, materials, labors, equipment, rentals, permits, insurance, etc. for audit or inspection by County, State, or by any other appropriate governmental agency during the three-year period.

2.13. EMPLOYEE ELIGIBILITY VERIFICATION

The Contractor warrants that it fully complies with all Federal and State statutes and regulations regarding the employment of aliens and others and that all its employees performing work under this Contract meet the citizenship or alien status requirement set forth in Federal statutes and regulations. The Contractor shall obtain, from all employees performing work hereunder, all verification and other documentation of employment eligibility status required by Federal or State statutes and regulations including, but not limited to, the Immigration Reform and Control Act of 1986, 8 U.S.C. §1324 et seq., as they currently exist and as they may be hereafter amended. The Contractor shall retain all such documentation for all covered employees for the period prescribed by the law. The Contractor shall indemnify, defend with counsel approved in writing by County, and hold harmless, the County, its agents, officers, and employees from employer sanctions and any other liability which may be assessed against the Contractor or the County or both in connection with any alleged violation of any Federal or State statutes or regulations pertaining to the eligibility for employment of any persons performing work under this Contract.

2.14. REGISTRATION OF CONTRACTOR

All contractors and subcontractors must comply with the requirements of Labor Code Section 1771.1(a), pertaining to registration of contractors pursuant to Section 1725.5. Bids cannot be accepted from unregistered contractors except as provided in Section 1771.1. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations. After award of the contract, Contractor and each Subcontractor shall furnish electronic payroll records directly to the Labor

Commissioner in the manner specified in Labor Code Section 1771.4.

2.15. BONDS REQUIREMENTS

If the Contract is $25,000 or more, the Contractor, will be required to furnish a Faithful Performance Bond and a Labor and Material Payment Bond, each in an amount equal to 100% of the Contract price. Said bonds shall be secured from a surety company satisfactory to the County and in accordance with the General

Conditions. Signature of Surety representative must be notarized.

299-3104108-AR

3. GENERAL CONDITIONS

3.1. DEFINITIONS

As used herein the following terms have the meaning indicated:

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.

299-3104108-AR

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.

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.

299-3104108-AR

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.

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.

299-3104108-AR

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, Sheriff-Coroner or those qualified County officials or department designees.

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 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.

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.)

299-3104108-AR

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.

299-3104108-AR

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.

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.

3.2. 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

299-3104108-AR

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.

3.3. 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.

3.4. SUBCONTRACTORS

A. Licensed Subcontractors: Each subcontractor selected for the work shall be licensed in the State of

California in its 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 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.

B. 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.

C. 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.

299-3104108-AR

D. Contractual Relations: Nothing contained in this Contract shall create any contractual relations between County and a subcontractor.

E. 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.

3.5. INTERPRETATION OF CONTRACT DOCUMENTS

A. PLANS AND SPECIAL PROVISIONS

1. 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.

2. 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.

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

4. 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.

5. “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

299-3104108-AR

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.

6. 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.

B. DIVISIONS OF THE SPECIAL PROVISIONS

1. 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.

2. 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.

3. 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.

C. PRECEDENCE OF CONTRACT DOCUMENTS

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

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

b. Amendments and Change Orders;

c. Agreement;

d. Bid, as accepted by County;

e. Addenda and Bulletins;

f. Special Provisions;

g. Supplementary General Conditions;

h. General Conditions;

i. Plans;

j. Standard Plans;

k. Standard Specifications; and Reference Specifications, Attachments, and Appendices.

299-3104108-AR

3.6. 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.

3.7. RESPONSIBILITY FOR DAMAGES OR INJURY

A. 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.

B. 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.

C. 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.

D. 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 .

3.8. PROJECT SCHEDULES

A. 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.

B. 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 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. The job

299-3104108-AR

progress schedule shall show the sequence, duration, and interdependence of activities required for the complete performance of all of Contractor’s work.

C. Contractor shall include on the job progress schedule the schedule for submittals, shop drawings, procurement, fabrication, and delivery for major materials and equipment required for the Project, and shall allow no less than 21 days for County’s review of each such submittal. After Contractor’s initial job progress schedule is accepted by County, it will be designated as the “Accepted Project

Schedule”. An Accepted Project Schedule is a condition precedent to County’s obligation to make the initial progress payment to Contractor.

D. Weekly Meetings and Look-Ahead Charts: Contractor shall participate in weekly meetings with

County during which the parties shall exchange information regarding the actual progress of construction. County and Contractor shall attempt to agree upon quantities and percentages of completion that reflect the actual progress of construction. At each meeting Contractor shall submit

4 copies of a 2-week look-ahead chart. The 2-week look-ahead chart shall include only those activities that will be started, in progress, or completed during the next 2-week period. The format of the look-ahead chart shall be subject to County’s approval.

E. Monthly Schedule Updates: Each month, Contractor shall submit to County for its review an update of the Accepted Project Schedule. The monthly Schedule Update shall reflect agreed assessments of actual completion reached during weekly meetings. If County and Contractor cannot agree, then Contractor shall use County’s assessment of actual progress to prepare the Schedule

Update. Contractor ’s monthly Schedule Update shall include: (a) a diagram showing the target versus actual dates for each activity; (b) an updated critical path method report; and (c) a narrative report that includes, but is not limited to, a description of problems, current and anticipated delays and their causes, impacts of delays, and corrective actions that Contractor has taken or proposes to take to overcome problems and recover from delays. Contractor shall identify any events that will delay the completion of an interim milestone or the completion of the overall Project in the monthly

Schedule Update. On County’s acceptance of the monthly Schedule Update, it shall become the current Accepted Project Schedule. Any request for an extension of the Contract Time must be based on the Accepted Project Schedule. The submission of an acceptable monthly Schedule

Update will be part of the basis of the progress payment and shall be a condition precedent to

County’s obligation to make such progress payment to Contractor.

F. Recovery Schedule: If any activity on the critical path is more than 7 days behind the Accepted

Project Schedule and it appears to County that Contractor may not complete all work within the

Contract Time, then County may require Contractor to submit a recovery schedule demonstrating its proposed plan to make up all lost time and complete the Project within the Contract Time.

Contractor shall submit its recovery schedule within 7 calendar days of County’s request. If County finds the proposed recovery schedule unacceptable, it may require Contractor to submit a revised plan or to take actions that are, in County’s judgment, necessary to recapture lost time, including but not limited to increasing: (a) manpower; (b) the number of working hours per day; (c) the shifts per working day; (d) the number of working days per week; (e) the amount of equipment; or (f) any combination of the foregoing. Contractor’s entitlement to additional compensation, if any, will

299-3104108-AR

be determined in accordance with the provisions of the “Changes” Section of the General

Conditions.

3.9. SCHEDULE OF VALUES

Prior to County’s issuance of the Notice to Proceed, Contractor shall submit a proposed Schedule of Values for County’s review and approval. The Schedule of Values shall include sufficient detail and be supported by sufficient data as County, in its sole discretion, may deem necessary to substantiate its accuracy and to evaluate progress at any point in the Project. The Schedule of Values shall include the general categories noted in the Bid Schedule, subdivided into their various components for the costs of trade subcontractors’ services, labor, and material based when possible upon actual subcontract, purchase order, or vendor prices.

Subdivisions of work should be described by easily identifiable and measurable units.

3.10. CONTRACTOR'S SUBMITTALS

A. General: Contractor shall electronically submit to County copies of all submittals required by the

Contract Documents, including but not limited to: shop drawings, working drawings, descriptions of materials and equipment to be supplied, supporting information, and other submittals

(collectively “Submittals”). All submittals shall be provided at Contractor’s expense. Contractor shall carefully review each Submittal before delivering it to County. Contractor shall provide a signed, dated transmittal letter with each Submittal certifying that the Submittal is correct and in strict conformance with the Contract Documents. Contractor shall allow no less than 21 calendar days for County to review each Submittal. Contractor is expected to make a complete and acceptable Submittal by the second submission as to any item, and County reserves the right to withhold moneys otherwise due Contractor to cover additional costs of County’s reviews beyond the second Submittal.

B. County’s Review: When the Contract Documents require a Submittal, Contractor shall not furnish or fabricate any materials or equipment and shall not perform any work covered by the Submittal until County has reviewed and notified Contractor that County takes no exceptions to the

Submittal. Any fabrication or other work performed in advance of receiving County’s notice of no exceptions shall be entirely at Contractor ’s risk and expense. Contractor is responsible for the correctness of each Submittal. County’s review of a Submittal shall not relieve Contractor from responsibility for any errors or omissions in the Submittal or from any performance requirements of the Contract Documents. In the transmittal letter that accompanies the Submittal, Contractor shall call to County’s attention any deviations from the Contract Documents. Contractor shall furnish all materials and perform all work for which Submittals are required in accordance with the

Submittals that County has reviewed and has taken no exception.

C. Working Drawings: Working drawings are drawings showing details not shown on the Plans, which details Contractor must design. Contractor must prepare working drawings of a sufficient size and scale to show clearly all necessary details. Contractor shall ensure that when required by California law or the Contract Documents, working drawings are prepared by engineers holding valid professional licenses in the applicable engineering discipline.

299-3104108-AR

D. Shop Drawings: Shop drawings are drawings showing details of manufactured or assembled products that Contractor proposes to incorporate into the work. Contractor shall submit the shop drawings required by the Contract Documents.

E. Supporting Information: Supporting information is information required by the Contract

Documents or requested by County when reviewing a submittal that County determines is necessary to analyze and verify that the submittal conforms to the Contract Documents or will be needed by County to operate and maintain a manufactured product or system to be constructed as part of the work. Contractor shall submit supporting information for a system bound together and include information about all manufactured items for the system. Unless otherwise specified in the

Contract Documents, supporting information shall comply with applicable requirements of the

Standard Specifications and may include the following at the discretion of County:

1. List of Subcontractors;

2. List of Materials;

3. Manufacturer’s certifications (or Certification of Compliance) that materials to be supplied meet the requirements of the Contract Documents, where the Contract Documents allow such certifications or County waives materials testing requirements. County may require materials test data as part of the certification;

4. Concrete mix designs;

5. Asphalt concrete mix designs;

6. Data including but not limited to catalog sheets, manufacturer’s brochures, technical bulletins, specifications, diagrams, product samples, and other information necessary to describe a system, product or item. This information may be required for irrigation systems, street lighting systems, and traffic signals, and may also be required for any product, manufactured item, or system;

7. Pipeline layout diagrams; and Controller Cabinet Wiring Diagrams.

3.11. SUBSTITUTIONS - BRAND AND TRADE NAMES

A. Unless County has made a finding under Public Contract Code Section 3400(c), whenever the

Contract Documents specify any materials, products, things, or services by brand, trade, or proprietary name, by patent, or by manufacturer, such specifications shall be deemed to be a measure of quality and utility or a standard and shall be deemed to be followed by the words “or equal.”

B. If Contractor desires to use any other brand or manufacturer of equal quality, performance, and utility to that specified, it shall apply to County in writing within 35 days after the award of the

Contract. Contractor shall electronically submit to County copies of each application for an “or equal” determination. Contractor’s application shall include all information required for County to evaluate the substitute items, including but not limited to shop drawings, product data, and certified test results.

299-3104108-AR

C. Contractor shall have the item tested as required by County to determine that the quality, strength, performance, physical, chemical, or other characteristics including but not limited to durability, finish, efficiency, dimensions, service, suitability, and compatibility with County’s operations are such that the item will be equal in quality and utility to the item specified. Contractor’s written application constitutes its representation that:

1. Contractor has investigated the proposed item and determined that it meets or exceeds in all respects the quality, performance, and utility of the specified item.

2. Contractor will provide the same warranty as for the specified…