Section D. Contract Documents.pdf

Level 4 Agreement Rev FEB 2023 Page 1 of 10

SECTION D. CONTRACT DOCUMENTS

LEVEL 4 AGREEMENT

CONTRACT INFORMATION SHEET

1. Name of Project: Lone Madrone Corrals Replacement Project

2. Project Description: Replacement of cattle corrals and associated infrastructure on the Lone Madrone Grazing Unit

3. Working Days to Complete:

4. License(s): Class B-General Building Contractor or Class C-13 Fencing Contractor

5. District Representative: Matthew Shapero

Project: Lone Madrone Corrals Replacement

San Mateo County, California

Level 4 Agreement Rev FEB 2023 Page 2 of 10

AGREEMENT

Level Four

1. Project Name: Lone Madrone Corrals Replacement Project

2. Parties.

District: Midpeninsula Regional Open Space District

Attn: Matthew Shapero 5050 El Camino Real Los Altos, CA 94022

(650) 691-1200

(650) 691-0485 (facsimile)

Contractor: Click here to enter text.

Click here to enter text.

1. Scope of Work.

(a) Project Description. Contractor agrees to obtain all necessary permits and furnish all labor, materials, services, and equipment necessary to accomplish the following Project as more specifically set forth herein and in the Contract Documents fully incorporated herein as though attached hereto (the “Work”) and generally described as follows:

i. Removal and disposal of existing wooden corrals and associated infrastructure

(loading chute, alley, livestock scale, sorting pens, etc.).

ii. Construction of corral facilities, fencing infrastructure and gates supportive to corral area.

(b) Contract Documents. The Contract consists of the following:

Level Four Agreement Exhibit A: Agreement Scope of Services (Contractor Bid Proposal Form) General Conditions of the Agreement Exhibit 1: Labor and Materials Payment Bond Exhibit 2: Performance Bond Exhibit.3: Worker’s Compensation Certificate Exhibit 4: Proposed Change Order Request Template Exhibit 5: Change Order Template Supplemental Conditions of the Agreement Att A: Wildlife Friendly Livestock Fence Specifications Att B: Project Area Maps Att C: Safe Use of Equipment in Wildlands Att D: Design and Specifications Att E: Integrated Pest Management Program BMPs Att F: District Construction and Demolition Waste Diversion Policy

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1. Term.

The Term of this Agreement shall commence on the date of execution hereof by District’s General Manager and shall end upon the filing of the Notice of Completion by District Representative as more specifically set forth in the General Conditions and Supplemental Conditions, attached hereto and incorporated herein by this reference.

2. Contract Price.

As full compensation for the Work, District agrees to pay Contractor the sum of $Click here to enter text. as further described and set forth in Contractor’s Bid Proposal attached hereto and incorporated herein as Exhibit A. The Contract Price includes the Base Bid and Additive Alternate(s). Contractor agrees to delete or add Work tasks not covered by the provisions thereof, either under provisions for “ADD OR DEDUCT ALTERNATES” or for “UNIT PRICES”, pursuant to the methods otherwise provided herein for Change Orders.

3. Cash Allowances.

Contractor declares that the Contract price includes all expenses (including permit fees) and profit. Contractor shall make no demand for additional expenses and/or profit for work in this Contract.

4. Beginning and Completion of Work.

Contractor shall provide District Representative with all certificates and licenses required for performance hereunder within ten (10) days of the commencement of the Term of this Agreement, not including County permits. Contractor agrees that permit application(s) to the County shall be submitted within five (5) working days from the date of issuance of a written Notice to Proceed with Permitting. Contractor agrees that the Work shall be fully completed to District Representative’s satisfaction within ________ (__) working days from the date of issuance of a written Notice to Proceed with Construction. Contractor shall not start any onsite construction work until such Notice to Proceed with Construction is issued. Working days shall mean every day except Saturday, Sunday, and Legal Holidays as hereinafter defined.

5. Licensing.

Under California Business and Professions Code §7000 through § 7145, commonly known as the “Contractor’s License Law”, Contractor must possess an appropriate license that is current and valid at the commencement of and throughout the Term of this Agreement. The Licenses required by this Agreement: Class B – General Building Contractor or C-13 Fencing Contractor.

6. Insurance and Bonds.

Contractor shall provide, and keep in full force and effect during the Term of this Agreement, at Contractor's sole cost and expense, policies of insurance with companies licensed to do business in the State of California that are acceptable to District for the Coverages as more particularly set forth below. Contractor shall keep all required policies in full force and effect until final acceptance of the Work by District.

(a) Certificates of Insurance. Contractor shall, within five (5) calendar days after Notice of Award, supply District with an acceptable Certificate of Insurance. An authorized insurance agent or broker must complete, execute and provide District with a Certificate of Insurance

Level 4 Agreement Rev FEB 2023 Page 4 of 10

(ACORD 25-S, or a successor or comparable form, subject to prior approval by District) before a Notice to Proceed may issue. District reserves the right to cancel the contract if these requirements are not met within 30 calendar days of the Notice of Award.

(b) Endorsements. The General and Automobile Liability policies must be endorsed to name

District as an additional insured and must be on a primary non-contributing basis in relationship to any other insurance available to District. All policies taken out by Contractor insuring work and materials supplied must list District as an additional insured and be payable to Contractor and District. All policies shall contain a provision that they shall not be canceled or materially changed without thirty (30) calendar days' prior written notice to District. No cancellation provision in any insurance policy shall be construed in derogation of the continuous duty of Contractor to furnish the required insurance during the term of the Agreement.

(c) Coverages.

i. Workers' Compensation Employer's Liability coverage as required by statute, in full compliance with California Labor Code §3700, and containing a waiver of subrogation in favor of District. Contractor hereby acknowledges having read and understood the provisions of the California Labor Code §3700, which require every employer to be insured against liability for workers' compensation or that they undertake self-insurance in accordance with the provisions of that code, and Contractor agrees to comply with such provisions before commencing the Work. Acknowledgment shall be in the form included herein and attached hereto as Exhibit 3.

ii. Comprehensive or Commercial General Liability, including coverage for Bodily Injury and Property Damage in the amount of $2,000,000.00 per occurrence, $2,000,000.00 aggregate.

iii. Business Automobile Liability coverage including owned, non-owned and hired vehicles in an amount of no less than $1,000,000.00 per occurrence.

iv. Subcontractor(s) Insurance Requirements. Contractor shall either require each subcontractor to procure and maintain during the life of its subcontract all insurance of the type and in the amounts specified above or insure the activities of subcontractor(s) under its own policy or policies.

7. Contractor's Indemnification of District.

(a) Contractor agrees to indemnify, hold harmless, defend, and protect District, its officers, directors, agents and employees from any and all claims, losses, damages, demands, liabilities, suits, costs, expenses (including all reasonable attorney's fees), penalties, judgments or obligations whatsoever arising out of or in connection with any injury, death, or damage to any person or property or pecuniary or monetary loss that results from, arises out of, or in any way relates to the activities of Contractor both on and off the Project, including but not limited to claims related to the presence, use or disposal of hazardous materials, except for injury or damage resulting from the sole negligence or willful misconduct of District.

(b) Claim. In the event a Contractor becomes aware that a claim has been, or is likely to be, made against District, its officers, directors, agents or employees, or they or District is named a co-defendant in any action concerning the Contract, Contractor shall

Level 4 Agreement Rev FEB 2023 Page 5 of 10 immediately notify District. District may retain legal counsel at Contractor's sole expense and Contractor shall reimburse District for all legal expenses, including reasonable attorney's fees, spent in representing District.

(c) Apportionment of Liability. In the event that a judge in a court of competent jurisdiction makes an apportionment of liability between District and Contractor, neither District nor Contractor shall request that a jury determine apportionment of liability. Contractor shall indemnify and hold harmless District as set forth above, unless the court determines that the injury or damage resulted from the sole negligence or the intentional and willful misconduct of District.

(d) Waiver. Contractor hereby waives all claims and recourse against District, including the right of contribution for loss or damage to property, and hereby releases District from any and all liability related to or in any way connected to Contractor's activities or Contractor's use of the Project site, premises or facilities.

(e) Contractor Responsibility. Contractor and its subcontractors shall have sole responsibility for the safety of their equipment, property and personnel (including, but not limited to, its employees, agents, and officers) from any and all injuries, deaths or damages.

(f) Mutual Responsibility of Contractors. If Contractor causes damage to the work or others, or willfully or negligently delays another contractor or subcontractor in the performance of other work, Contractor is hereby obliged to attempt to settle such claim with such contractor or subcontractor by agreement. If a contractor or subcontractor serves written notice on District of Contractor's failure to meet this obligation or to settle the claim by agreement, District shall notify Contractor in writing of the pending claim.

Contractor shall defend itself (and District if included in claim) at Contractor's sole expense, including the payment of District’s attorney fees. Contractor shall pay all costs, expenses and liabilities incurred by District as a result of any judgment in favor of another contractor.

Contractor further agrees to the District General Conditions for Indemnity and Assumption of Risk as detailed in Article 5 of the General Conditions attached hereto and incorporated herein by this reference.

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8. Laws Applicable to District Incorporated.

(a) This Contract is subject to all Federal, State and local laws, regulations, ordinances, and governing codes, controlling, affecting, or enacted by the Midpeninsula Regional Open Space District. All such laws, regulations, ordinances, and codes are made a part of this Contract as if set forth fully herein.

(b) In compliance with California Government Code §4552 and California Public Contract

Code §7103.5, the text of those codes are herein reproduced in full:

GC §4552. Submission of bids to public purchasing body; agreement to assign

In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder.

PCC §7103.5. Unfair business practices claims; assignment to awarding body

(c) As used in this section:

“Public works of contract” means a contract awarded through competitive bids by the state or any of its political subdivisions or public agencies, on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code, for the erection, construction, alteration, repair, or improvement of any structure, building, road, or other improvement of any kind.

In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, Contractor or subcontractor offers and agrees to assign to the awarding body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the awarding body tenders final payment to Contractor without further acknowledgement by the parties.

9. Assignment.

Contractor shall not assign its rights or obligations under this Contract without the prior written consent of District Representative, which consent shall not be unreasonably withheld.

Contractor shall not assign any monies due Contractor without the written consent of District.

Any assignment or delegation without the written consent of the other party shall be void.

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10. Taxes.

Contractor agrees and states that all taxes arising incidental to this Contract shall be paid in a timely manner by Contractor and are included in the Contract price.

11. Federal Manufacturer's Excise Tax.

District is exempt from Federal Manufacturer's Excise Tax. The manufacturers of items subject to such tax are entitled to a refund or credit for that tax on presentation of District's exemption certificate for items furnished exclusively to District. Contractor shall not be entitled to claim any additional monies for taxes paid where this exemption is available.

12. Attorneys' Fees.

If legal action shall be brought by either of the parties, the party prevailing in said action shall be entitled to recover from the party not prevailing the costs of the suit and reasonable attorney's fees. For purposes of this Agreement, the reasonable fees for attorneys who are employees of District shall be based on the fees regularly charged by private attorneys with an equivalent number of years of experience in the subject matter area of the law actively practicing within the San Francisco Bay Area.

13. Notice.

Any notice required or desired to be given under this Agreement shall be in writing and shall be personally served or, in lieu of personal service, may be given by (i) depositing such notice in the United States mail, registered or certified, return receipt requested, postage prepaid, addressed to a party at its address set forth above; (ii) transmitting such notice by means of Federal Express or similar overnight commercial courier (“Courier”), postage paid and addressed to the other at its street address set forth below; (iii) transmitting the same by facsimile, in which case notice shall be deemed delivered upon confirmation of receipt by the sending facsimile machine’s acknowledgment of such with date and time printout; or (iv) by personal delivery. Any notice given by Courier shall be deemed given on the date shown on the receipt for acceptance or rejection of the notice. Either party may, by written notice, change the address to which notices addressed to it shall thereafter be sent.

14. Miscellaneous.

(a) Should any provision of this Agreement prove to be invalid or illegal, such invalidity or illegality shall in no way affect, impair or invalidate any other provision hereof, and such remaining provisions shall remain in full force and effect.

(b) Time is of the essence with respect to the performance of every provision of this

Agreement in which time of performance is a factor.

(c) Any executed copy of this Agreement shall be deemed an original for all purposes.

(d) This Agreement may be executed in counterparts, which counterparts shall together constitute one agreement if signed by both parties.

(e) This Agreement shall be construed and enforced in accordance with the laws of the State of

California.

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(f) The language of this Agreement shall be construed as a whole according to its fair meaning, and not strictly for or against either party.

(g) Except to the extent that it provides a part of the definition of a term used herein, the captions used in this Agreement are for convenience only and shall not be considered in the construction or interpretation of any provision hereof nor taken as a correct or complete segregation of the several units of materials and labor.

(h) When the context of this Agreement requires, the neuter gender includes the masculine, the feminine, a partnership or corporation, trust or joint venture, and the singular includes the plural.

(i) The terms “shall,” “will”, “must” and “agree” are mandatory. The term “may” is permissive.

(j) When a party is required to do something by this Agreement, it shall do so at its sole cost and expense without right to reimbursement from the other party unless specific provision is made otherwise.

(k) Where any party is obligated not to perform any act, such party is also obligated to restrain any others within its control from performing such act, including its agents, invitees, contractors, subcontractors and employees.

(l) The recitals to this Agreement are incorporated in this Agreement by this reference thereto.

(m) No responsibility either direct or implied will be assumed by District for omissions or duplications to Contractor or any subcontractors due to real or alleged error in arrangement of material in the Contract Documents. This Agreement with all attachments and the Project Scope Documents (e.g., General Conditions, Supplemental Conditions, the Agreement with all Exhibits, and the project Specifications, Drawings, and all Addenda, Clarifications and Modifications incorporated herein by reference or listed in the Agreement), constitute the "Contract Documents" and together represent the entire, integrated Agreement as to the Work contracted for between the parties. It supersedes all prior negotiations, representations or agreements, whether written or oral. The Contract Documents are complementary. Work shown on the Plans and not mentioned in the Specifications, or vice versa, is to be executed as if in both.

Contractor:

Name and Title (please type or print)

Signature

Date Federal Employer I.D. Number

License Number Expiration Date

Level 4 Agreement Rev FEB 2023 Page 9 of 10

Fully executed at Los Altos, California for the Midpeninsula Regional Open Space District:

Ana María Ruiz, General Manager

Date

Approved as to form:

Hilary Stevenson, General Counsel

Attest:

Maria Soria, District Clerk

Level 4 Contract General Conditions Rev FEB 2023

TABLE OF CONTENTS

GENERAL CONDITIONS

of the Agreement

ARTICLE ONE – DEFINED TERMS

1.1 Defined Terms

ARTICLE TWO – CONTRACT DOCUMENTS

2.1 Contract Documents Defined

2.2 Intent of Contract Documents

2.3 General Specifications

2.4 Discrepancies Errors and Omissions

2.5 Division of Work

2.6 Clarifications

2.7 “For Construction” Contract Documents

2.8 Ownership and Use of Documents

ARTICLE THREE – DISTRICT GENERAL REQUIREMENTS

3.1 Authority of the District Representative

3.2 Separate Contracts

3.3 Boundaries

3.4 Inspection

3.5 Work, Examination, Re-examination

3.6 Correction of Work

3.7 Testing / Inspection Services

ARTICLE FOUR – CONTRACTOR’S PERFORMANCE OF THE WORK

4.1 General Obligations of Contractor

4.2 Examination of Site and Contract Documents

4.3 Permits and Regulations

4.4 Subcontractors

4.5 Joining, Cutting, Patching and Digging: Defects

4.6 Use of Premises

4.7 Project Cleanliness

4.8 As-Built Documents

4.9 Water and Air Pollution; Environmental Protection; Erosion Control

4.10 Protection of Historic Resources and Human Remains

4.11 Hazardous Materials

4.12 Safety

4.13 Time Limits on Work

4.14 Employees, Work Day, Apprenticeship, Non-Discrimination and Wages

4.15 Work Schedule

4.16 Submittals

4.17 Materials

4.18 Public Convenience

4.19 Fire Hazards and Preventions

4.20 Emergencies

4.21 Utilities

4.22 Protection of Work and Property

ARTICLE FIVE – INSURANCE, BONDS AND INDEMNIFICATIONS

5.1 General Insurance Requirements

5.2 Specific Insurance Requirements

5.3 Guarantee Bonds

5.4 Contractor’s Indemnification of District

5.5 Assumption of Risk

ARTICLE SIX – PAYMENT AND COMPLETION

6.1 Schedule of Values

6.2 Application for Payment

6.3 Claim

6.4 Final Inspection and Acceptance of Work

6.5 Guarantee; Correction of Work After Final Payment

ARTICLE SEVEN – CHANGES IN THE WORK

7.1 Change Orders

7.2 Changes in Character of Work

7.3 Extra Work

7.4 Contract Price Adjustments

7.5 Contract Time Adjustments

7.6 Claims for Extras

ARTICLE EIGHT – SUSPENSION AND TERMINATION OF THE CONTRACT

8.1 Suspension for Cause

8.2 Suspension for Convenience

8.3 Termination for Default

8.4 Termination for Convenience

8.4 Actions Upon Termination for Default or Convenience

EXHIBITS

1. Labor & Material Payment Bond

2. Performance Bond

3. Workers Compensation Certificate

4. Proposed Change Order Request Template

5. Change Order Template

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GENERAL CONDITIONS

of the Agreement

Lone Madrone Corrals

ARTICLE ONE

DEFINED TERMS

1.1 Defined terms. For the purposes of the Contract Documents, the following terms shall have the meanings set forth below.

Addendum: A document containing supplementary details, instructions or information issued by District prior to execution of the Agreement, which modifies, clarifies, supersedes or supplements one or more of the other Contract Documents.

Agreement: The Agreement between the District and the Contractor to which these General Conditions are attached.

Clarification: A document containing supplementary details, instructions or information, issued by the District after execution of the Agreement which modifies, clarifies, supersedes or supplements one or more of the other Contract Documents. Clarifications shall not give rise to a change in the Contract Price or Contract Time.

Contractor shall mean person, persons, firm, partnership, corporation, and assignees, licensed by the State of California, Department of Consumer's Affairs, named as such in the Agreement.

District: Shall mean the Midpeninsula Regional Open Space District.

District Representative: Designated person authorized to act on behalf of the District to the extent provided in the Contract documents or as otherwise specified by the District in writing.

Drawings: The graphic and pictorial representations of the design, location, character, dimensions and details of the Work, generally including plans, elevations, sections details, schedules and diagrams, as identified in the Agreement and as modified pursuant to Addenda, Clarifications, and Change Orders.

Day shall mean calendar day, including Saturday, Sunday, Legal Holidays or Inclement Condition Days.

Inclement Condition Day shall mean any day that, because of weather or site conditions, Contractor cannot work with seventy-five percent (75%) or more of Contractor's labor and equipment force for at least five (5) hours. In the event of inclement weather, Contractor shall be prepared, at the direction of District Representative, to secure the Project site and the Field Office building (if one is used for the Project), erect all necessary erosion control and water protection measures including covering all exposed soils, stockpiles, and building material if total rainfall exceeds 0.5 inch of rain within a 24-hour period.

Legal Holidays for the purposes of this Agreement are New Year's Day, Martin Luther King, Jr.

Day, President’s Day, Memorial Day, Independence Day, Labor Day, Veteran’s Day, Thanksgiving Day, Day after Thanksgiving, Christmas Eve, and Christmas Day.

Notice to Proceed: The written notice issued by District directing Contractor to commence performance for the Work. The commencement date set forth in the Notice to Proceed shall be the date from which the Substantial Completion and Contract Time are calculated.

Subcontractor: The person, firm, partnership, corporation, and assignees, licensed by the State of California, Department of Consumer's Affairs, listed in Attachment 2 to Contractor’s Bid Proposal, and having a binding agreement with Contractor to perform specific portions of the Work. Definition extends to all second and third tier subcontractors.

Work: The term “Work” shall mean and include all demolition, excavation, grading, remediation, construction and other activities described in the Contract Documents or reasonably inferable from the Contract Documents as necessary to produce the intended results and includes all labor, materials, tools, equipment, supervision, coordination, and all other items necessary for the full and proper execution thereof.

Working Day or Work Day shall mean any day, except Saturday, Sunday, Legal Holidays or Inclement Condition Days. District Representative shall be the sole judge of a Working Day.

ARTICLE TWO

CONTRACT DOCUMENTS

2.1 Contract Documents Defined. Contract Documents shall mean these General Conditions, Supplemental Conditions, the Agreement with all Exhibits, and the project Specifications, Drawings, and all Addenda, Clarifications and Modifications incorporated herein by reference or listed in the Agreement, which together constitute the "Contract Documents" and represent the entire, integrated Agreement as to the Work contracted for between the parties. It supersedes all prior negotiations, representations or agreements, whether written or oral.

2.2 Intent of Contract Documents. The intent of the Contract Documents is for the Contractor to provide, for not more than the contract Sum, all labor, supervision, materials, water, power, fuel, tools, plant, equipment, transportation and other items as may be necessary or appropriate for proper execution of the Work (except to the extent expressly provided otherwise in the Contract Documents). The Contract Documents are complementary, and what is shown within one shall be as binding as if shown within all. For example, anything referenced in the Specifications and not shown on the Drawings, or shown in the Drawings and not referenced in the Specifications, shall be of like effect as if shown or referenced in both.

2.3 General Specifications. In the event the Specifications or any directions given by the District Representative pursuant to the Contract Documents require materials or other Work for which no detailed specifications are provided, the following general specifications shall apply:

The materials shall conform to the usual standards for first-class materials or article of the kind required with due consideration of the use to which they are to be put. Work shall conform to the usual standards for first-class work of the kind required, and shall be subject to the approval of the District Representative.

2.3.1 Specification References. Any material or method specified by reference to the number, symbol, or title of a specific standard such as a Commercial Standard, a Federal Specification, a trade association standard or similar standards, shall comply with the requirements in the latest revision thereof, including any amendments or supplements thereto in effect on the date of Request for Bids, except as limited as to type, class, or grade or modified in such reference.

2.4 Discrepancies, Errors and Omissions. The Contract Documents are not complete in every detail and in some cases may show only the purpose and intent. Contractor shall not avail itself of any manifest error, omission, discrepancy or ambiguity in the Contract Documents, or in the instructions given or in work provided by others. Contractor shall notify the District Representative in writing immediately upon the discovery of any such error, omission, discrepancy or ambiguity and the District Representative shall address the matter within a reasonable period of time, issuing a Clarification or Modification if appropriate. In the event of a discrepancy between documents, the most restrictive requirement shall govern. If Contractor proceeds with any Work-related activity involving an error, omission, discrepancy or ambiguity which Contractor knew of or reasonably should have known of, without first giving such notice, Contractor shall be responsible for all defects, delays, damages, and additional cost to District arising from or relating thereto, including without limitation all costs of correction, inspection testing, supervision and Project administration.

2.5 Division of Work. The organization of the Specifications and arrangement of the Drawings shall not control Contractor in dividing the Work among subcontractors or in establishing the extent of Work to be performed by any trade. Similarly, any table of contents, titles and headings contained in the Contract Documents are provided solely to facilitate reference to various provisions of the Contract Documents and shall in no way affect or limit the interpretations of the provisions to which they refer, or be construed as a proposed segregation of the various units of the Work. Contractor shall arrange, divide and delegate its Work in conformance with sound trade practices, and shall be solely responsible for the division of the Work and establishment of subcontractor limits and scopes of work.

2.6 Clarifications. The District Representative may issue Clarifications to Contractor as necessary or desirable to clarify requirements of the Contract Documents. Contractor shall request a clarification from the District Representative through a Request for Information (RFI) if Contractor or any Subcontractor believes that (a) any Work is not sufficiently detailed or explained in the Drawings and Specifications, (b) there is a conflict between the Drawings and Specifications, (c) there is a conflict between the Drawings and/or Specifications and field conditions, or (d) any other questions arise that require direction from the District

Representative. Prior to submitting and RFI, Contractor shall complete a thorough review of the Contract Documents and inspect the Site to confirm that the grounds for an RFI exist.

2.7 “For Construction” Contract Documents. District shall furnish Contractor with one hard copy and five (5) CD copies of the final “For Construction” Contract Documents, including Plans, Specifications and any Addenda.

2.8 Ownership and Use of Documents. All Plans, Specifications, Models, and Samples furnished to Contractor are the property of District. Plans, Specifications, Models, and Samples are not to be used by Contractor on any other work. All such Plans, Specifications, Models, and Samples shall be returned to District upon request and in any event at the end of the Term unless otherwise directed by District Representative.

ARTICLE THREE

DISTRICT GENERAL REQUIREMENTS

3.1 Authority of District Representative. During the term of this Agreement, District

Representative or his or her designee is fully authorized to represent District in all contractual matters. District Representative shall make all decisions as to the intent of the Plans and Specifications, the amount and quality of work performed and materials furnished, the manner and rate of work performed, the fulfillment of the Contract, and any compensation due Contractor. Disputes or claims between Contractor and District arising from this Contract valued at $375,000.00 or less shall be governed by the claims resolution procedures of California Public Contract Code Section 20104 et seq.. District Representative has the authority to reject any Work or material that does not conform with Contract requirements and to stop Work deemed necessary for such rejection and without cost to District. District Representative is authorized to require Contractor to immediately correct any unsafe or unsuitable condition to District Representative's satisfaction at Contractor's expense. District Representative may furnish additional instructions needed for the proper execution of the Work. District Representative has the authority to require minor field adjustments in the Work not involving extra cost. Contractor shall not relocate Contract items without District Representative's written approval. The District Representative for this Agreement is the person designated above unless Contactor is provided with oral or written notice of the designation of another person.

3.2 Separate Contracts. District reserves the right to let other contracts in connection with this

Project. Contractor shall afford other contractors reasonable opportunity for storage of their materials, access to their work sites and execution of their work and shall properly connect and coordinate Work under this Contract with their works. Any dispute arising under the obligations imposed by this paragraph shall be resolved as provided for herein.

3.3 Boundaries. District shall establish Project boundaries in the field whether or not shown on the

Plans.

3.4 Inspection.

3.4.1 District Access. District and its duly authorized agent(s) shall have unrestricted access to the

Work whether it is in preparation or in progress. District and its duly authorized agent(s) shall at all times reserve the right to inspect and/or test for compliance with the Contract Documents any or all materials and/or work provided to or installed in the Work. Contractor shall provide safe and proper facilities for access and inspection.

3.4.2 Required Inspections and Testing. If any law, regulation, ordinance, public authority, specification or District Representative requires any part of the Work to be specially inspected or tested, Contractor shall notify District Representative three (3) working days prior to the Work's readiness for testing or inspection.

3.4.3 Inspection of Phases. Contractor shall notify District Representative two (2) working days in advance of each phase set forth in the Plans or Specifications for inspection.

3.5 Work, Examination; Re-examination. District Representative may order, and Contractor shall comply with, the examination or re-examination of work. Contractor shall not cause any work to be covered or enclosed without approval of District Representative. Any work enclosed or covered before approval shall be uncovered. After inspection Contractor shall restore all work to its original condition at Contractor's expense.

3.6 Correction of Work.

3.6.1 Removal; Replacement. Contractor shall promptly remove from the site all materials or Work rejected by District Representative. Contractor shall promptly replace material or Work, without cost or expense to District, and shall make good any Work destroyed or damaged by removal of condemned Work.

3.6.2 District Right to Remove Material; Deductions and Accounting. If Contractor does not remove rejected Work or materials within a time prescribed by District Representative, District may remove and store salvageable Work or materials at Contractor's expense. If Contractor does not pay the expense of removal within five (5) calendar days, District may, after providing ten

(10) days prior written notice, sell Work or materials at auction or private sale. District shall give an accounting of the net proceeds from the sale after deducting all costs and expenses including auction or sale expenses.

3.6.3 Deductions for Uncorrected Work. If District determines not to require corrective Work, the Contract price shall be reduced by an amount equal to the estimated cost of making the Work conform to the Contract Documents as determined by District Representative, plus an administrative fee of fifteen percent (15%) of that cost.

3.7 Testing/Inspection Services.

3.7.1 District. District may require that specialized test(s) and/or inspection(s) of the Work be performed by an independent testing/inspecting service of its choice. District shall pay for initial specialized tests or inspections. Contractor shall pay for any re-test or re-inspection that is thereafter required as a result of a failed test or inspection due to nonconformity with Contract requirements.

3.7.2 Contractor. When Contractor is required by Contract or regulation of government authority having jurisdiction over the Work to provide certification by an independent testing/inspection service, Contractor shall be responsible for, and promptly pay, all costs thereof. District Representative must approve any independent testing/inspection service proposed for use by Contractor prior to employment of such service. All tests required by the Contract shall be made promptly so as not to delay the Work. Contractor shall furnish three (3) copies of all resulting testing/inspection reports.

ARTICLE FOUR

CONTRACTOR’S PERFORMANCE OF THE WORK

4.1 General Obligations of Contractor.

4.1.1 Contractor shall complete all work in accordance with the Contract Documents and any subsequently executed Change Orders and written Field Directives. Contractor shall do all work and furnish all labor, materials, tools, appliances, equipment, fuel, power, light, heat, telephone, water, sanitary facilities, temporary facilities, all other facilities, and incidentals necessary to furnish, perform, test, start-up, and complete the Work within the time set forth in the Agreement, except as otherwise specifically expressed within the Contract Documents.

4.1.2 The right of general direction by District does not render Contractor an agent or employee of District; Contractor understands and acknowledges that Contractor’s liability for any damages to persons or to public or private property arising from Contractor's execution of the Work shall not be lessened due to District general direction to Contractor.

4.1.3 Neither the presence of any District officer, director, agent, employee, consultant, or independent testing/inspection service hired by District, nor their general review or approval of any work shall relieve Contractor from its obligations to perform the Work in accordance with the Contract Documents.

4.1.4 Superintendent. Contractor shall submit the name, and the qualification resume of the competent superintendent and Project Manager who shall have the authority to represent and act for Contractor at the pre-construction meeting. The superintendent (or a competent assistant previously approved by District Representative) shall be on the Project site at all times while Work is in progress. The superintendent shall be changed only upon written consent of District Representative or if the superintendent ceases to be in Contractor's employ. Any replacement must be approved by District Representative. The superintendent, Project Manager and assistant shall be able to communicate with District Representative in English, as necessary for the safe and efficient execution of the Work.

4.1.5 Pre-construction Meeting. A pre-construction meeting attended by Contractor, District Representative, and others as appropriate, will be held within five (5) calendar days of Notice of Award to discuss the Work. All required documents, requests, and proposals must be submitted at or before this meeting.

4.1.6 Review Work Site and Contract Documents. Upon award of contract, Contractor shall again carefully compare work site conditions, all drawings, specifications, and other instructions and shall promptly report in writing to District Representative any error, inconsistency or omission at the pre-construction meeting.

4.1.7 Monuments. Contractor shall take reasonable measures to prevent dislocation or destruction of monuments before Contractor starts work. Contractor must protect benchmarks monuments and reference points from displacement or damage.

4.1.8 Plans at Work Site. Contractor shall at all times keep a complete and accurate set of the Agreement, and all Plans, Specifications, Addenda, Change Orders and shop drawings on the Work site (in good order) for use by District Representative.

4.1.9 Daily Journal & Photo-Documentation. Contractor shall maintain a daily journal of all activities on site, including but not limited to: deliveries to site; number of contractor personnel working on site; number of subcontractor personnel working on site; equipment operating on site;

construction activities and work accomplished.

4.1.9.1 The journal shall include date and time stamped photo-documentation of the work described in the daily journal;

4.1.9.2 The daily journal shall commence on the date that the Contractor first starts work on site, including but not limited to brushing, clearing, mobilization, delivery of equipment or materials, etc.

Following the first day of activity on site, Contractor shall log all work completed on a daily basis;

4.1.9.3 If no work is completed on site on a specific day, Contractor shall document “No Work on Site” in the daily journal for that date;

4.1.9.4 Contractor shall have daily journal with him/her at all times at the jobsite to ensure that work progress is being accurately documented as it is being completed;

4.1.9.5 District Representative may request to review daily journal at any time to confirm that Contractor is complying with daily journal requirements;

4.1.9.6 Two signed copies of the daily journal must be submitted with each Pay Application for the dates covered by the Pay Application. Pay Application will not be processed without submission of the daily journal.

4.2 Examination of Site and Contract Documents.

4.2.1 Examination of Site. By executing the Agreement, Contractor acknowledges having examined the Work site; compared the site with the Plans and Specifications; determined any site variation that affects the scope, cost and schedule of the Work; and investigated the conditions of existing clearances, restrictions, or limitations that affect access to the Work. Contractor's failure to do any and all of the above shall not become a basis for claim of additional monies or extension of time.

4.2.2 Transportation/Access. Contractor shall investigate the conditions of the existing public and private roads for clearances, restrictions, and other limitations to transportation, and the ingress/egress at the job site. The unavailability of transportation facilities or limitations thereon shall not become a basis for claims against District or extension of time for the completion of work.

4.2.3 Examination of Contract Documents. Contractor shall examine the Contract Documents to verify that there are no missing pages or sheets and shall obtain and examine any and all missing material prior to commencing the Work. District shall not allow any claim based on errors in the Contract Documents which Contractor has reason to recognize, unless Contractor gives prompt notice of the error to District Representative in writing.

4.2.4 Contractor's Failure to Examine. No allowance shall be made on behalf of Contractor due to neglect, failure or error in acquainting itself with the Project and existing conditions or any and all of the Contract Documents.

4.2.5 Contractor's Notice to Subcontractors. Contractor's failure to provide all subcontractors with all information received shall not become a basis for monetary claim, extension of time or change to contract requirements.

4.3 Permits and Regulations.

4.3.1 Compliance with Regulatory Requirements. Contractor is directed to review and comply with any and all regulatory requirements of all agencies and jurisdictions having authority over the Work.

4.3.2 Contractor shall be responsible for securing and paying all permits, fees and/or licenses necessary to complete the Work. A copy of all permits and agreements must be displayed at the Work site. Contractor shall give all notices, pay all fees, obtain and pay for all permits, licenses, inspections, and certificates required by any governmental authority having jurisdiction over any part of the Work, unless otherwise relieved of such obligation in the Contract Documents.

Contractor shall comply with all applicable laws, ordinances, rules and regulations. Before District Representative issues the certificate for final payment, Contractor shall deliver to District

Representative all licenses, permits and certificates of inspection.

4.4 Subcontractors.

4.4.1 Listing of Subcontractors. Contractor has set forth in the Bid Form of the Agreement the name, address, phone number, type and cost of work, and proof of required license for each subcontractor who will perform work or render services in any amount exceeding one-half percent (1/2%) of the total bid according to provisions of the California Public Contract Code §4100 through §4113. Each subcontractor shall be licensed by the State of California Department of Consumer Affairs for the portion of work they perform in accordance with Contractor's License Law.

4.4.2 Failure to Specify. If Contractor fails to specify a subcontractor, Contractor must be fully qualified and licensed and shall perform that work. Contractor shall not sublet or subcontract any portion of work that was not designated to a subcontractor in the original bid. If Contractor subcontracts any portion of work after Award of Contract to an undesignated contractor, Contractor shall be subject to penalties according to the California Public Contract Code §4110.

4.4.3 Substitution of Subcontractors. Contractor shall not substitute any subcontractor for another listed in the original Bid Proposal without the written consent of District Representative.

Consent may be granted in any of the following situations:

(a) Contractor demonstrates to District that the subcontractor listed was the result of an inadvertent clerical error, subject to the provisions of the California Public Contract Code §4107.5.

(b) The subcontractor listed refuses to execute a written contract with Contractor.

(c) The subcontractor listed is not licensed and in good standing pursuant to the provisions of California Business and Professions Code §7000 through § 7145.

(d) The subcontractor fails or refuses to meet bond requirements of Contractor.

(e) The subcontractor becomes bankrupt or insolvent.

(f) The subcontractor is substantially delaying or disrupting the progress of the Work.

(g) District Representative determines that work performed by the subcontractor is substantially unsatisfactory and not in accordance with the Contract Documents, or is failing or refusing to perform his subcontract.

(h) District determines that a listed subcontractor is not a responsible contractor.

(i) The listed subcontractor is ineligible to work on a public works Project pursuant to California Labor Code Section 1777.1 or Section 1777.7.

4.4.4 Notice and Hearing. Prior to substitution of a subcontractor, District Representative shall give written notice to the listed subcontractor of Contractor's request to substitute and the reasons for that request. Written notice shall be served by certified or registered mail to the last known address of the listed subcontractor. The subcontractor shall have five (5) working days to file with District written objections to the substitution. Failure to file written objections shall constitute the listed subcontractor's consent to substitution. If written objections are filed, District shall give five (5) working days’ written notice to Contractor and subcontractor of a hearing by District on Contractor's request for substitution.

4.4.5 Subcontractor Assignment. Contractor shall not permit a subcontractor to assign, transfer or convey the performance of work to another subcontractor without the written consent of District Representative.

(a) Violation; Penalty. In accordance with California Public Contract Code §4110, District may consider the violation of any portion of this paragraph a breach of contract and cancel this Contract or penalize Contractor ten percent (10%) of the amount of the subcontract involved.

Contractor shall be entitled to a public hearing as described above. District will give written notice of the hearing five (5) days in advance. All recovered funds shall be paid to District's General Fund.

4.4.6 Contractor's Responsibility for Subcontractors. Contractor agrees to be fully responsible to District for the acts and omissions of any and all subcontractors and for persons either directly or indirectly employed by them. Contractor shall coordinate all subcontractors to complete all the Work in accordance with the Contract Documents.

4.4.7 Non-Contractual Relationship. Nothing contained in the Contract Documents shall create any contractual relationship between any subcontractor and District.

4.5 Joining, Cutting, Patching and Digging; Defects.

4.5.1 Joining of Parts. Contractor shall cut, fit or patch Contractor's work as required to make its several parts come together properly with the work of other contractors and shall do all that is necessary in the joining of all parts in a neat and workmanlike manner to the satisfaction of District Representative. Contractor shall not damage or endanger any portions of work fully or partially completed.

4.5.2 Consent Required. Contractor shall not cut, dig or otherwise alter the work of another contractor without the prior written consent of District Representative.

4.5.3 Defects. If Contractor's work depends upon the work of another contractor, Contractor shall inspect and promptly report to District Representative any defects that could prevent proper performance.