Standard Contract Provisions [2015].pdf

Port of Oakland Standard Contract Provisions February 2015

PORT OF OAKLAND

STANDARD CONTRACT

PROVISIONS

FEBRUARY 2015

THE BOARD OF PORT COMMISSIONERS

ROOM 629

530 WATER STREET

OAKLAND, CA 94607

Preface

Pursuant to the Port of Oakland Purchasing Ordinance, the Port of Oakland Standard Contract Provisions (Standard Contract Provisions) is incorporated by reference into Project Manuals issued by the Port for public works construction projects. Modifications to the Standard Contract Provisions implemented since the most recent published edition of the Standard Contract Provisions, and any project-specific modifications to the Standard Contract Provisions (e.g., modifications to the General Conditions, deletion of OCIP-related documents for non-OCIP projects, etc.) will be included in Document 00800, Modifications to Standard Contract Provisions of the Project Manual.

Knowledge of these Standard Contract Provisions and other contract requirements included in the project-specific Project Manual is essential for all contractors bidding and undertaking construction work for the Port of Oakland.

Revision History:

First Edition approved by Board of Port Commissioners on October 19, 2004 [Resolution No. 04298].

Second Edition approved by Board of Port Commissioners on November 17, 2009 [Resolution No. 09165].

Third Edition approved by Board of Port Commissioners on February 26, 2015 [Resolution No. 15-017].

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DOCUMENT 00010

STANDARD CONTRACT PROVISIONS

TABLE OF CONTENTS

INTRODUCTORY INFORMATION

00001 Title Page 00010 Table of Contents

CONTRACT FORMS

00680 Escrow Agreement for Security Deposits in Lieu of Retention

CONDITIONS OF THE CONTRACT

00700 General Conditions 00830 Project Insurance Manual 00831 Construction Safety Standards Manual

DIVISION 1 – GENERAL REQUIREMENTS

01200 Measurement and Payment 01250 Modification Procedures 01310 Job Site Administration 01315 Project Meetings 01320 Construction Schedules and Reports 01330 Submittals 01345 Storm Water Pollution Prevention, Erosion and Sediment Control 01410 Regulatory Requirements 01411 Regulatory Requirements for Hazardous Materials 01415 Air Pollution Management and Equipment Idling 01420 References and Definitions 01563 Dust Control 01620 Product Options and Substitutions 01720 Surveying Requirements 01725 Preservation of Property 01770 Contract Closeout 01780 Project Record Documents

– END OF DOCUMENT –

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UPON REQUEST THIS DOCUMENT WILL BE PROVIDED TO THE SUCCESSFUL BIDDER FOR EXECUTION.

DO NOT COPY THIS FORM FOR SUBMISSION TO THE PORT.

Escrow No. ___________

DOCUMENT 00680

P.C.C. §22300

ESCROW AGREEMENT FOR

SECURITY DEPOSITS IN LIEU OF RETENTION

THIS ESCROW AGREEMENT ("Escrow Agreement") is made and entered into this day of , , by and between the CITY OF OAKLAND, a municipal corporation, acting by and through its Board of Port Commissioners (hereinafter called the “Port”), whose address is 530 Water Street, Oakland, California 94607;

("Contractor"), whose place of business is located at ; and , a state or federally chartered bank in the State of California, whose place of business is located at ("Escrow Agent").

For the consideration hereinafter set forth, Port, Contractor and Escrow Agent agree as follows:

1. Pursuant to Section 22300 of Public Contract Code of the State of California, Contractor has the option to deposit securities with Escrow Agent as a substitute for retention earnings required to be withheld by Port pursuant to the Construction Contract ____________ for _________________________________________, in the amount of dated (the "Contract"). Alternatively, on written request of Contractor, Port shall make payments of the retention earnings directly to Escrow Agent.

When Contractor deposits the securities as a substitute for Contract earnings, Escrow Agent shall notify Port within ten (10) calendar days of the deposit. The market value of the securities at the time of substitution shall be at least equal to the cash amount then required to be withheld as retention under terms of Contract between Port and Contractor. Securities shall be held in name of , and shall designate Contractor as the beneficial owner.

2. Port shall make progress payments to Contractor for those funds which otherwise would be withheld from progress payments pursuant to Contract provisions, provided that Escrow Agent holds securities in form and amount specified above.

3. When Port makes payment of retention earned directly to Escrow Agent, Escrow Agent shall hold them for the benefit of Contractor until the time that the escrow created under this Escrow Agreement is terminated. Contractor may direct the investment of the payments into securities. All terms and conditions of this Escrow Agreement and the rights and responsibilities of the Parties shall be equally applicable and binding when Port pays Escrow Agent directly.

4. Contractor shall be responsible for paying all fees for the expenses incurred by Escrow Agent in administering the Escrow Account, and all expenses of Port. Such expenses and payment terms shall be determined by Port, Contractor and Escrow Agent.

5. Interest earned on securities or money market accounts held in escrow and all interest earned on that interest shall be for sole account of Contractor and shall be subject to withdrawal by

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Contractor at any time and from time to time without notice to Port.

6. Contractor shall have the right to withdraw all or any part of the principal in the Escrow

Account only by written notice to Escrow Agent accompanied by written authorization from Port to Escrow Agent that Port consents to withdrawal of amount sought to be withdrawn by Contractor.

7. Port shall have the right to draw upon the securities in event of default by Contractor. Upon seven (7) days written notice to Escrow Agent from Port of the default, Escrow Agent shall immediately convert the securities to cash and shall distribute the cash as instructed by Port.

8. Upon receipt of written notification from Port certifying that the Contract is final and complete, and that Contractor has complied with all requirements and procedures applicable to the Contract, Escrow Agent shall release to Contractor all securities and interest on deposit less escrow fees and charges of the Escrow Account. The escrow shall be closed immediately upon disbursement of all monies and securities on deposit and payments of fees and charges.

9. Escrow Agent shall rely on written notifications from Port and Contractor pursuant to

Paragraphs 5 through 8, inclusive, of this Escrow Agreement and Port and Contractor shall hold Escrow Agent harmless from Escrow Agent's release and disbursement of securities and interest as set forth above.

10. Names of persons who are authorized to give written notice or to receive written notice on behalf of Port and on behalf of Contractor in connection with the foregoing, and exemplars of their respective signatures are as follows:

On behalf of Port: On behalf of Contractor:

Signature Signature

Name Name

Title Title (If corporate: Chairman, President or Vice President

530 Water Street Oakland, CA 94607 Address

On behalf of Port:

Signature

Name

Title

530 Water Street Oakland, CA 94607

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On behalf of Escrow Agent:

Name

Title

Address

Telephone Number

Fax Number

At the time the Escrow Account is opened, Port and Contractor shall deliver to Escrow Agent a fully executed counterpart of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above.

Port Contractor

Signature Signature

Name Name

Title Title

Approved as to form and legality this ____ day of ____________, 201____

DANNY WAN, Port Attorney

P. A. NO. _________

Escrow Agent

Title Name

END OF DOCUMENT

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DOCUMENT 00700

GENERAL CONDITIONS

1. General

1.1 Contract Documents

1.2 Exercise Of Contract Responsibilities

1.3 Defined Terms

2. Investigations Prior To Bidding

2.1 Investigations By Contractor

2.2 Conditions Shown On The Contract Documents And Limited Warranty

2.3 Conditions Shown In Reports And Plans Supplied For Informational Purposes

2.4 Subcontractors

3. Commencement of the Work

4. Bonds and Insurance

4.1 Bonds

4.2 Owner Controlled Insurance Program

4.3 Insurance Required for Projects not Covered by an OCIP

5. Plans and Specifications

5.1 Intent

5.2 Plan Details

5.3 Interpretation Of Plans And Specifications

5.4 Checking Of Plans

5.5 Standards To Apply Where Detailed Specifications Are Not Furnished

5.6 Deviations From Specifications And Plans

5.7 Precedence Of Documents

5.8 Ownership And Use Of Plans, Specifications and Contract Documents

6. Construction By The Port Or By Separate Contractors

6.1 The Port’s Right To Perform Construction And To Award Separate Contracts

6.2 Mutual Responsibility

6.3 Port Authority Over Coordination

6.4 Port-Furnished Materials and Equipment

7. Port And Payment

7.1 Port’s Representatives

7.2 Means And Methods Of Construction

7.3 Receipt And Processing Of Applications For Payment

8. Control Of The Work

8.1 Supervision Of Work By The Contractor

8.2 Observation Of Work By The Port And The Architect/Engineer

8.3 Access To Work Site

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8.4 Existing Utilities

9. Warranty, Guaranty And Inspection of Work

9.1 Warranty And Guaranty

9.2 Inspection Of Work

9.3 Correction Of Defective Work

9.4 Acceptance And Correction Of Defective Work By The Port

9.5 Rights Upon Inspection Or Correction

9.6 Samples And Tests Of Materials And Work

9.7 Proof Of Compliance Of Contract Provisions

9.8 Acceptance

10. Contractor's Organization And Equipment

10.1 Contractor's Legal Address

10.2 Contractor's Office At The Work Site

10.3 Contractor's Superintendents Or Forepersons

10.4 Proficiency In English

10.5 Contractor's and Subcontractors’ Employees

10.6 Contractor To Supply Sufficient Workers And Materials

10.7 Contractor To List Trades Working

10.8 Contractor’s Use of The Site

10.9 Project Labor Agreement

11. Prosecution And Progress Of The Work

11.1 Schedules And Examinations Of Contract Documents

11.2 Lines And Grades, Measurements

11.3 Cost Data

12. Claims By The Contractor

12.1 General

12.2 Procedure

12.3 Claim Format

12.4 Exclusive Remedy

12.5 Mediation

13. Legal And Miscellaneous

13.1 Laws And Regulations

13.2 Permits And Taxes

13.3 Responsibility Of The Contractor And Indemnification

13.4 Notice Of Concealed Or Unknown Conditions

13.5 Notice Of Hazardous Waste Or Materials Conditions

13.6 Suspension Of Work

13.7 Termination Of Contract For Cause

13.8 Termination Of Contract For Convenience

13.9 Contingent Assignment Of Subcontracts

13.10 Remedies

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13.11 Patents

13.12 Substitution For Patented And Specified Articles

13.13 Interest Of Public Officers

13.14 Limit Of Liability

13.15 Severability

13.16 Release of Hazardous Materials

13.17 Covenant Against Contingent Fees

14. Modifications Of Contract Documents

14.1 Alterations, Modifications And Force Account Work

14.2 Contract Modifications

14.3 Effect Of Waivers

15. Time Allowances

15.1 Time Allowances For Performance Of The Work

15.2 Change Of Contract Times

15.3 Notice Of Delay

15.4 No Damages For Contractor Caused Delay

15.5 Liquidated Damages

16. Working Conditions And Prevailing Wages

16.1 Use of Site/Sanitary Rules

16.2 Protection Of Work, Persons And Property

16.3 Responsibility For Safety And Health

16.4 Emergencies

16.5 Use Of Roadways And Walkways

16.6 Nondiscrimination

16.7 Prevailing Wages

16.8 Environmental Controls

16.9 Trench Safety Plan

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1. GENERAL

1.1 CONTRACT DOCUMENTS

The Contract Documents are complementary; what is called for by one is as binding as if called for by all. The Contract Documents shall not be construed to create a contractual relationship of any kind (1) between Architect/Engineer and the Contractor, (2) between the Port or its representatives and a Subcontractor, Sub-sub-contractor or supplier of any Project labor, materials or equipment, or

(3) between any persons or entities other than the Port and the Contractor.

Notwithstanding the foregoing, the Port shall be deemed to be an intended third-party beneficiary of each agreement referenced in clause (2) above, and each such agreement shall so provide. The Contractor is fully responsible for all acts and omissions of its Subcontractors, suppliers and other persons and organizations performing or furnishing any of the Work, labor, materials or equipment under a direct or indirect contract with the Contractor just as the Contractor is responsible for the Contractor's own acts and omissions.

1.2 EXERCISE OF CONTRACT RESPONSIBILITIES

The Port does not, in exercising its responsibilities and authorities under the Contract Documents, assume any duties or responsibilities to any Subcontractor or supplier, nor does the Port assume any duty of care to the Contractor, its Subcontractors or suppliers. Architect/Engineer, in exercising its responsibilities and authorities under the Contract Documents, does not assume any duties or responsibilities to any Subcontractor or supplier, nor does Architect/Engineer assume any duty of care to the Contractor, its Subcontractors, or suppliers, except as expressly set forth in the Contract Documents.

1.3 DEFINED TERMS

Except as set forth herein, all abbreviations and definitions of terms used and not otherwise defined in these General Conditions are set forth in Specifications Section 01420 References and Definitions.

2. INVESTIGATIONS PRIOR TO BIDDING

2.1 INVESTIGATIONS BY CONTRACTOR

Bidders must, prior to bidding, perform the work, investigations, research and analysis required by Article V of the Agreement. The Contractor under the Contract Documents is charged with all information and knowledge that a reasonable bidder would ascertain from having performed this required work, investigation, research and analysis. Bid prices must include entire cost of all work "incidental" to completion of the Work, as that term is defined in Section 5.1 of this Document 00700.

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2.2 CONDITIONS SHOWN ON THE CONTRACT DOCUMENTS AND LIMITED

WARRANTY

Information as to underground conditions, as-built conditions, or other conditions or obstructions, indicated in the Contract Documents, e.g., on Plans or in Specifications, has been obtained with reasonable care, and has been recorded in good faith. However, the Port only warrants, and the Contractor may only rely, on the accuracy of limited types of information.

(a) As to above-ground conditions or as-built conditions shown or indicated in the Contract Documents or as-built conditions readily observable, there is no express warranty or representation that such information is correctly shown or indicated or complete. This information is verifiable by independent investigation and the Contractor is required to make such verification as a condition to bidding. In submitting its Bid, the Contractor shall rely on the results of its own independent investigation. In submitting its Bid, the Contractor shall not rely exclusively on Port-supplied information regarding above ground conditions or as-built conditions, but should perform its own independent investigation of site conditions prior to submitting its bid.

(b) As to any subsurface condition shown or indicated in the Contract

Documents, the Contractor may rely only upon the general accuracy of actual reported depths, actual reported character of materials, actual reported soil types, actual reported water conditions, or actual obstructions shown or indicated. The Port is not responsible for the completeness of such information for bidding or construction; nor is the Port responsible in any way for any conclusions or opinions of the Contractor drawn from such information; nor is the Port responsible for subsurface conditions that are not specifically shown (for example, the Port is not responsible for soil conditions in areas contiguous to areas where a subsurface condition is shown). In submitting its Bid, the Contractor shall not rely exclusively on Port-supplied information regarding subsurface conditions, but should perform its own independent investigation of site conditions prior to submitting its bid.

2.3 CONDITIONS SHOWN IN REPORTS AND PLANS SUPPLIED FOR

INFORMATIONAL PURPOSES

Reference is made to Document 00320 Existing Conditions and Geotechnical Data for identification of geotechnical reports, "as built" information, and other plans or other documents describing physical conditions in or relating to existing surface or subsurface conditions or structures at or contiguous to the Site.

These materials are not Contract Documents and, except for any "technical data" regarding subsurface conditions specifically identified in Document 00320 Existing Conditions and Geotechnical Data, and "Underground Facilities" data (as limited in Document 00320), the Contractor may not in any manner rely on the information in these reports and plans. Subject to the foregoing, the Contractor must make its own independent investigation of all conditions affecting the Work and must not rely on information provided by the Port.

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Document 00340 Hazardous Materials Surveys is included as a Bidding Document, subject to Section 2.1. Bidder may rely on data made available under and described in Document 00340 Hazardous Materials Surveys regarding the general location of hazardous materials in the same manner as Bidder may rely on “technical data” under Section 2.3. Bidders shall advise the Port in writing of any discovered discrepancies or lack of information regarding data supplied under Document 00340 Hazardous Materials Surveys promptly upon knowledge.

2.4 SUBCONTRACTORS

In accordance with the Port’s Purchasing Ordinance and Public Contract Code Section 4101 et seq., the Contractor shall not substitute any other person or firm as a Subcontractor in place of any of those listed in the Bid, nor shall any Subcontractor assign or transfer subcontract, or permit the same to be performed by any other contractor without written approval of the Port. At the Port's request, the Contractor shall provide the Port with a complete copy of all executed subcontracts or other final contractual agreements with Subcontractors and/or suppliers.

Annual On-Call Contracts only: Prior to commencing any specific task order or assignment, Contractor shall submit a list of subcontractors, if any, as required by Public Contract Code Section 4100, et seq. For purposes of the Port’s Purchasing Ordinance, each specific task order or assignment shall be deemed to constitute a separate phase of work.

The Contractor must, by written agreement, require subcontractors to be bound to the terms of the Contract Documents and require them to assume vis-à-vis the Contractor all the obligations and responsibilities which the Contractor, by the Contract Documents, assumes toward the Port, to the extent of the work to be performed by the subcontractor. Subcontract agreements must preserve and protect the rights of the Port under the Contract Documents so that subcontracting will not prejudice such rights. The Contractor must provide for the assignment of all rights any subcontractor may have against any manufacturer, supplier or distributor for breach of warranties and guarantees relating to the work performed by the subcontractor under the Contract Documents.

Contractor shall maintain a current list of all subcontractors (of any tier) under contract to work on the Project and supply Port with a copy of this list whenever updated.

3. COMMENCEMENT OF THE WORK

The Contract Times will commence to run no later than the thirtieth (30th) day after execution of the Contract, or, if a Notice to Proceed is given, on the day indicated in the Notice to Proceed, or as specified in Document 00520 Agreement. The Port may give a Notice to Proceed at any time within thirty (30) days after the execution of the Contract.

See also Section 15 hereof. The Contractor shall start to perform the Work on the date when the Contract Times commence to run, but no work shall be done at the site prior to the date on which the Contract Times commence to run.

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4. BONDS AND INSURANCE

4.1 BONDS

4.1.1 At or before 5 o’clock p.m. of the twentieth (20) day following Notice of Award of Contract, or as otherwise specified in Documents 00200 and 00510, the Contractor must file with the Port the following bonds:

(a) Corporate surety bond, in the form of Document 00610 Construction Performance Bond, in the sum specified therein, to guarantee faithful performance of the Contract Documents (“Performance Bond”); and

(b) Corporate surety bond, in the form of Document 00620 Construction Labor and Material Payment Bond, in the sum specified therein, to guarantee payment of wages for services engaged and of bills contracted for materials, supplies, and equipment used in performance of the Contract Documents (“Labor and Material Bond”).

4.1.2 Corporate sureties on these bonds and on bonds accompanying Bids must be legally authorized to engage in the business of furnishing surety bonds in State of California. Sureties must be satisfactory to the Port.

4.2 OWNER CONTROLLED INSURANCE PROGRAM (“OCIP”)

The Port has the sole discretion to have the Project insured under an Owner Controlled Insurance Program (“OCIP).” If the Port elects to include the Project under an OCIP, the provisions in this Section 4.2 shall apply. (If the Port has elected not to include the Project under an OCIP, the provisions of Section 4.3 shall apply.) The Port shall designate an OCIP Administrator to provide administration and other services for the OCIP (“OCIP Administrator”). Subject to the Port’s sole discretion, the OCIP will provide Workers’ Compensation and Employer’s Liability, Commercial General Liability, Excess Liability, Contractor’s Pollution Legal Liability, and such additional insurance as the Port may elect to provide in connection with the Work, (collectively, the “OCIP Insurance Policies”).

4.2.1 Coverage Under the OCIP Insurance Policies. Coverage under the OCIP shall apply to all Work performed at the Project Site designated by the Port for inclusion in the OCIP, and shall cover the Port, certain eligible Contractors and eligible Subcontractors who have successfully enrolled in the OCIP, as set forth below, (each, an “Enrolled Contractor” or “Enrolled Subcontractor,” as the case may be), and such other persons or interests as the Port in its sole discretion may designate (each such party who is insured under the OCIP, an “Insured Party”). Coverage under the OCIP shall not apply to or be available for (a) vendors, suppliers, fabricators, material dealers, truckers, haulers, drivers and others who primarily transport, pickup, deliver, or carry materials, personnel, waste, parts or equipment or any other items or persons to or from the Project Site, (b) Contractors and each of their respective Subcontractors who do not perform any actual labor on the Project Site, (c) hazardous or regulated

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(h) any parties or entities not specifically included in the first sentence of this Section 4.2.1 (collectively, the persons and/or entities, as applicable, described in clauses (a), (b), (c), (d), (e), (f), (g) and (h) above, the “Excluded Parties”). The Port also reserves the right, in its sole discretion, to include or exclude any Contractor or Subcontractor from the OCIP, notwithstanding such party’s apparent eligibility for same.

Coverage under the OCIP shall apply only to those operations of each Insured Party performed at the Project Site in connection with the Work unless the Port agrees in writing that the OCIP shall apply to an Insured Party’s operations off of the Project Site, and if such “off-site” operations are identified and are dedicated solely to the Project. It is the responsibility of the Contractor to request that the Port include coverage for specified “off-site” operations. The OCIP shall not apply to such “off-site” operations until receipt by the Contractor of written acknowledgment of such coverage from the Port.

4.2.2 Insured Party Responsibilities. The responsibilities of each Insured Party under the OCIP shall be as fully set forth in the Project Insurance Manual for the Port of Oakland’s Owner Controlled Insurance Program (the “Project Insurance Manual”) as existing at the beginning of the Project Work and as amended from time to time; the Project Insurance Manual shall be incorporated into the Agreement by reference and shall be considered a Contract Document. It is the obligation of the eligible Contractor and each of its eligible Subcontractors to enroll in the OCIP and to comply with all of the administrative, insurance and other requirements outlined in these General Conditions, the Project Insurance Manual, and elsewhere in the Contract Documents. The failure of (a) the Port to include the Project Insurance Manual in the bid documents, or (b) the Contractor to provide each of its eligible Subcontractors with a copy of same, shall not relieve the Contractor or any of its eligible Subcontractors from any of the obligations contained therein. The Contractor shall be responsible for providing each of its eligible Subcontractors with a copy of the Project Insurance Manual and for requiring in writing that each Subcontractor comply with, among other things, the provisions of the OCIP Insurance Policies, the provisions contained in the Project Insurance Manual, the provisions of these General Conditions, and the provisions of the Contract Documents.

4.2.3 Payment of OCIP Premiums; Insurance Credits; OCIP Policy Deductibles, Charges, and Retentions

(a) The cost of premiums for the coverage provided by any OCIP shall be paid by the Port. The Port shall receive or pay, as the case may be, all adjustments to such costs, whether by way of dividends, retro adjustments, return premiums, audits or

00700-6 otherwise. Each Contractor and each of its Subcontractors shall execute any instrument of assignment as may be necessary to permit the Port to receive or pay such adjustments, unless otherwise provided in the Contract Documents.

(b) To the extent the Port elects to include the Project in an OCIP, compensation payable to the Contractor for performance of the Work shall exclude all of Contractor's and its Subcontractors’ costs of insurance for coverages provided under the OCIP. The Contractor shall execute, and require that all Subcontractors execute, the Insurance Cost Worksheet (or similar document) required by the Project Insurance Manual to certify that contract prices exclude all costs for any type of insurance coverage that is provided under the OCIP. By submitting a bid, the Contractor and each Subcontractor warrant that no costs for insurance provided by the OCIP Insurance Policies are included in any lump sum or cost plus contract costs.

(c) All “Deductibles,” “Retentions,” and “Charges” (as defined in the Project Insurance Manual) or similar costs or charges shall be paid by the responsible Contractor for losses claimed to be attributable to the Contractor’s acts, errors or omissions, or the acts, errors or omissions of its Subcontractors or any other entity or person for whom it may be responsible, unless otherwise provided in the Contract Documents.

4.2.4 Estimated Payrolls/Manhours Disclosure. Within twenty (20) calendar days of Contract Award, Contractor shall provide to the OCIP Administrator the completed Insurance Cost Worksheet (or similar document), and the Enrollment Form (or similar document) and any other forms as required by the Project Insurance Manual.

4.2.5 Port’s Insurance Obligations; Contractor’s Obligations. The Port assumes no obligation to provide insurance other than that contemplated under the Contract Documents, including the Project Insurance Manual. The Contractor and each Enrolled Subcontractor shall review the OCIP coverages, limits of liability and OCIP Insurance Policies (when available) to satisfy themselves that the coverages offered thereby meet their needs. Nothing contained herein shall be deemed to place any responsibility on the Port for ensuring that the insurance provided by the OCIP is sufficient for the conduct of Contractor’s or its Subcontractors’ business or performance of the Work. The Port reserves the right at its option, but without obligation to do so, to furnish other insurance coverage of various types and limits. The furnishing of insurance by the Port through the OCIP shall in no way relieve or limit, or be construed to relieve or limit, Contractor or any Subcontractor of any responsibility, liability, or obligation imposed by the Contract Documents or by law, including without limitation any indemnification obligations which Contractor or any of its Subcontractors has to the Port or other parties thereunder. Contractor acknowledges, and shall require all of its Subcontractors to acknowledge in writing, that by executing the

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Enrollment Form (or similar document) as required by the Project Insurance Manual, the Port is not an agent, partner or guarantor of the insurance companies providing coverage under the OCIP (each such insurer, an “OCIP Insurer”) and that the Port is not responsible for any claims or disputes between or among Contractor, its Subcontractors, and any OCIP Insurer(s). The Port shall not be liable to any party (including, but not limited to, Contractors and Subcontractors) for any failure or delay by any insurer to honor any policy obligation, including extra-contractual obligations, for any reason, including, but not limited to, coverage disputes, coverage defenses, claims handling practices, the defense of or the failure to defend any claim, or insolvency, and Contractor hereby releases the Port of any such claim, and shall require that any of its Subcontractors likewise release in writing the Port of any such claim.

4.2.6 OCIP Insurance Policies Establish OCIP Coverage. Any reference in these General Conditions, the Project Insurance Manual or elsewhere in the Contract Documents as to amount, nature, type or extent of coverage provided under the OCIP and/or potential applicability to any potential claim or loss is for reference only. The insurance coverages, agreements, conditions and exclusions contemplated in these General Conditions and the other Contract Documents shall be as set forth in full in their respective insurance policy forms. The descriptions of such policies in these General Conditions and the other Contract Documents are not intended to be complete or to alter or amend any provision of the actual insurance policies and in matters, if any, in which the description herein conflicts with such insurance policies, the provisions of the actual insurance policies shall govern. Contractor represents and warrants, and shall require that its Subcontractors represent and warrant in writing, that they have not relied upon said reference, and have relied solely upon their own independent review and analysis of the OCIP coverage, limits of liability and OCIP Insurance Policies (when available) in formulating any understanding and/or belief as to amount, nature, type or extent of any coverage provided by the OCIP Insurance Policies and/or their potential applicability to any potential claim or loss.

4.2.7 The Insurance Coverages Supplied. To the extent the Port elects to include the Project in an OCIP, and unless otherwise modified by the Port, the OCIP shall provide the following insurance to Enrolled Contractors and Enrolled Subcontractors for Work performed at the Project Site.

(a) Workers’ Compensation Insurance in compliance with the workers’ compensation laws of the state of the Project Site or other applicable jurisdiction, and Employer’s Liability insurance in the amount of $1,000,000 each accident, $1,000,000 bodily injury each employee, and $1,000,000 policy limit for bodily injury by disease. The Workers’ Compensation insurance will include, as needed, “other states” coverage, U.S. Longshoremen and Harbor Workers Act coverage, Maritime/Jones Act coverage, including crew, with a limit of $1,000,000 each accident and aggregate, and Federal Employer’s Liability Act coverage with a limit of

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$1,000,000 each accident and aggregate. This insurance is primary for all covered employee injuries at the Project Site.

(b) Commercial General Liability Insurance in a form providing coverage not less than the standard ISO Commercial General Liability coverage form, covering liability for bodily injury, property damage, personal and advertising injury, blanket contractual liability, independent contractors, explosion, collapse and underground hazards, products and completed operations, extending coverage for ten (10) years after final acceptance of the Work. The insurance shall have limits of $2,000,000 per occurrence, $2,000,000 personal and advertising injury, $100,000 fire damage legal liability, $4,000,000 products and completed operations aggregate, and $4,000,000 annual general aggregate for all insureds combined under the OCIP.

Contractor shall be responsible, at its own expense, for a per occurrence charge, including court costs, attorney fees and costs of defense, for bodily injury or property damage losses payable that are claimed to be attributable to the Contractor’s acts, errors or omissions, or the acts, errors or omissions of any of its Subcontractors or any other entity or person for whom Contractor may be responsible. The amount of the charge shall be based on the amount of the initial Contract Price, as follows:

$10,000 for all contracts $1,000,000 and over;

$5,000 for all contracts below $1,000,000.

The portion of the charge applying to Contractor or its Subcontractor(s) shall be the responsibility of the Contractor and shall remain uninsured. Contractor shall promptly pay its charge attributable to any loss. The Port, in addition to its other remedies, may backcharge Contractor for the obligation and deduct the back-charged amount from any sums due to Contractor under the Contract Documents.

(c) Excess Liability Insurance over the Employer’s Liability and Commercial General Liability Insurance, and extending coverage for ten (10) years after final acceptance of the Work for completed operations. The total combined excess liability limits for all insureds under the OCIP shall be at least:

Combined Single Limit each occurrence $100,000,000 Project Term Aggregate $100,000,000 Completed Operations Term Aggregate $100,000,000

The Products and Completed Operations Aggregate is the total amount available for all insureds for the ten (10) year period after final acceptance of the Work.

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The insurance provided under the OCIP will not extend coverage for the liability of any insured party, vendor, manufacturer, fabricator, supplier, material dealer or other person or entity for liability arising out of any product manufactured, assembled or otherwise worked upon away from the Project Site, unless such manufacturing or assembly is expressly approved by the Port and as required by the applicable Contract Documents.

(d) Contractor’s Pollution Legal Liability Insurance on an occurrence basis, with limits of at least $10,000,000 per occurrence and $10,000,000 policy term aggregate for bodily injury, property damage, clean up costs and claim expenses, arising at or emanating from the Project Site arising from all operations performed on behalf of the Port.

Such insurance shall provide liability coverage for both sudden and gradual releases arising from the Work.

Contractor shall be responsible at its own expense for a per-occurrence charge for each loss payable under this insurance that is claimed to be attributable to the Contractor’s acts, errors, or omissions, or the acts, errors, or omissions of any of its Subcontractors, or any other entity or person for whom Contractor may be responsible. The amount of the deductible shall be based on the amount of the initial Contract Price, as follows:

$10,000 per occurrence for contracts $100,000 or under;

$25,000 per occurrence for contracts from $100,000 to

$499,999;

$50,000 per occurrence for contracts from $500,000 to

$4,999,999;

$100,000 per occurrence for contracts of $5,000,000 or greater.

The portion of the charge applying to the Contractor or its Subcontractor(s) shall be the responsibility of the Contractor and shall remain uninsured. Contractor shall promptly pay its charge pertaining to any loss. The Port, in addition to its other remedies, may backcharge Contractor for the obligation and deduct the back-charged amount from any sums due to Contractor under the Contract Documents.

4.2.8 OCIP Insurance Certificates and Policies. To the extent the Port elects to include the Project in an OCIP, eligible Contractor and its eligible Subcontractors shall be insureds on the OCIP Insurance Policies. Prior to the time that Work is performed at the Project Site, the Port or the OCIP Administrator shall request that certificates of insurance for the Commercial General Liability, Contractor’s Pollution Legal liability, and Excess Liability policies, if provided in the OCIP, be issued to the Contractor and Subcontractors, reflecting that they are insureds, and that

00700-10 the insurer issue a Workers’ Compensation insurance policy in the name of each Enrolled Contractor and Enrolled Subcontractor.

4.2.9 Additional Insurance Required From OCIP Insured Parties. In addition to any insurance coverages provided under the OCIP, the Contractor shall obtain and maintain, and shall require each of its eligible Subcontractors to obtain and maintain, the insurance coverage specified in subsections

(a) through (e) below. Such insurance shall be primary and non-contributing with any insurance or retention of the Port and be in a form and from insurance companies reasonably acceptable to the Port. The insurance limits may be provided through a combination of primary and umbrella or excess policies. With respect to the insurance required under Section 4.2.7(c), the additional insured endorsement required by Section

4.2.10 shall be equivalent to ISO form CG 20 10, 11/85 edition or CG 20 33 07 04 and CG 20 37 07 04 edition together.

(a) Commercial Automobile Liability Insurance in a form providing coverage not less than the standard Commercial Automobile Liability ISO form, covering all owned, non-owned and hired automobiles with a combined single limit of not less than $1,000,000 each accident for bodily injury and property damage but not less than $5,000,000 combined single limit per accident for any operations performed on the South Field, the Aviation Operations Area (AOA) of the Oakland International Airport property.

If the Work involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, refer to the coverage described in Section 4.2.12, as this work must be done by an Excluded Party not enrolled in the OCIP.

(b) Statutory Workers’ Compensation Insurance and Employer’s Liability Insurance for operations away from the Project Site and which are not otherwise insured under the OCIP, including U.S.

Longshoremen and Harbor Workers Act, Jones Act, and Federal Employer’s Liability Act coverage, if appropriate, and with Employer’s Liability limits of $1,000,000 for bodily injury each accident, $1,000,000 bodily injury each employee, and $1,000,000 policy limit for bodily injury by disease.

(c) Commercial General Liability Insurance for operations away from the Project Site and which are not otherwise insured under the OCIP, in a form providing coverage not less than the standard ISO Commercial General Liability Insurance policy form. The limits shall be at least:

Each Occurrence $1,000,000 Annual General Aggregate $2,000,000

00700-11

Products and Completed Operations Aggregate $2,000,000 Personal and Advertising Injury Limit $1,000,000

(d) Ocean Marine Liability Insurance for all owned, leased or hired watercraft used in connection with the Work away from the Project Site and not otherwise insured under the OCIP, covering liability for bodily injury and property damage (including loss of use) with a minimum limit of $1,000,000 per person on board the watercraft for bodily injury and property damage per occurrence, but not less than $5,000,000 per occurrence for watercraft 30-39 feet and not less than $10,000,000 per occurrence for watercraft over 39 feet.

Such insurance shall be maintained in the form of a standard Protection and Indemnity policy which shall include coverage for wreck removal and pollution liability.

(e) Aircraft Liability Insurance if Contractor or its Subcontractors utilize aircraft in connection with the Work, and Contractor shall maintain, or require to be maintained, such insurance with a limit of at least $1,000,000 combined single limit per accident for aircraft of four (4) seats or less, and $5,000,000 combined single limit per accident for aircraft of five (5) seats or more, during any period during which such aircraft is utilized. Such insurance shall be in a form reasonably acceptable to the Port.

4.2.10 Additional Insureds/ Notice of Cancellation/ Primary Insurance. The Commercial Automobile Liability, Commercial General Liability, any Ocean Marine Liability, and any Aviation Liability Insurance specified in Sections 4.2.9(a), (c), (d) and (e), above, shall be subject to the following terms:

(a) The City of Oakland, a municipal corporation, acting by and through its Board of Port Commissioners, the Port of Oakland, and its commissioners, officers, agents and employees, and any additional entities as the Port may request, shall be included as additional insureds on the policies of insurance specified in this Section 4.2.10.

(b) Written notice of cancellation or of any material cancellation, non-renewal or of any material reduction in limits or coverage in such insurance shall be provided in writing to the Port’s OCIP Administrator and to the Port’s Risk Manager by the Contractor or Contractor’s agent at least thirty (30) days in advance of the effective date thereof, except that notice of cancellation for nonpayment of premium may be provided in writing ten (10) days in advance of the effective date thereof.

(c) The insurance policies required by Section 4.2.9 shall provide that they are primary and non-contributory to any other insurance or self insured retention carried or held by such additional insureds.

00700-12

4.2.11 Builder’s Risk Insurance. Unless notified by the Port in writing that the Port has elected to include the Project in Builder’s Risk Insurance under an OCIP, or that the Port shall otherwise provide Builder’s Risk Insurance for the Project, Contractor must maintain Builder’s Risk Insurance as required by this Section 4.2.11. The Port retains the right at its sole discretion to provide Builder’s Risk Insurance for the Project. The Builder’s Risk Insurance provided by the Contractor must remain in full force and effect during all periods of construction of the Work, and until final acceptance of the Work, on a form reasonably approved by the Port, and provide that Contractor, all construction managers, consultants, architects, engineers and Subcontractors providing labor or services in connection with the Work, and any additional parties specified by the Port, are insureds thereunder. The City of Oakland, a municipal corporation, acting by and through its Board of Port Commissioners shall be designated under such insurance as both a named insured and a loss payee. The Builder’s Risk Insurance shall provide coverage equal to 100% of the replacement cost value of any existing structures, and the completed value of the Work for 100% of the full Contract Sum, including any increases in such Contract Sum pursuant to any Change Orders.

Such insurance shall provide coverage against loss or damage caused by “all risk” or “special form” perils including coverage for water damage and terrorism, shall include installation floater coverage for the installation of equipment, and shall include coverage for property in transit. The insurance must extend to cover all materials, supplies and equipment intended for installation at the Project Site, in transit, and while located away from the Project Site for the purpose of repair, adjustment or storage at the risk of any insured and extend to cover any and all testing of equipment or systems. Such insurance shall provide for a deductible not to exceed $100,000 per occurrence and provide sublimits of at least 100% of the replacement cost value of property to be incorporated into the Project while in transit or away from the Project Site. Partial occupancy or use of the Project shall not commence until all insurers providing property insurance have consented to such partial occupancy or use by endorsement or otherwise. The Port and the Contractor shall take reasonable steps to obtain the consent of insurers and shall not, without mutual consent, take any action with respect to partial occupancy or use which would cause cancellation, lapse, or reduction of any insurance.

The insurance shall provide that the Port Risk Manager shall receive forty-five (45) days advance written notice of cancellation, non-renewal, or material reduction in coverage, except that notice of cancellation for nonpayment of premium may be mailed ten (10) days in advance of the effective date thereof.

4.2.12 Insurance Requirements for Excluded Parties. Any Excluded Party performing Work shall obtain and maintain, and shall require each of its Excluded Subcontractors to obtain and maintain, the insurance coverage specified in, and shall otherwise comply with the provisions of, subsections (a) through (i) below, as applicable. Such insurance shall be primary and non-contributing with any insurance or retention of the Port and be in a form and from insurance companies reasonably acceptable to the Port. The insurance limits may be provided through a combination of

00700-13 primary and umbrella or excess policies. With respect to the insurance required under Section 4.2.12(c), the additional insured endorsement(s) as required by Section 4.2.13 shall be equivalent to ISO form CG 20 10, 11/85 edition, or CG 20 33 07 04 and CG 20 37 07 04 together.

(a) Commercial Automobile Liability Insurance covering all owned, non-owned and hired automobiles, trucks and trailers. Such insurance shall provide coverage not less than the standard ISO Commercial Automobile Liability policy form with limits not less than $1,000,000 combined single limit each accident for bodily injury and property damage but not less than $5,000,000 combined single limit for any operations performed on the South Field, the AOA of the Oakland International Airport property.

If the Work involves transporting of hazardous or regulated substances, hazardous or regulated wastes and/or hazardous or regulated materials, Contractor and/or its Subcontractors shall provide coverage with a combined single limit of $5,000,000 per accident covering transportation of such materials by amending the pollution exclusion of ISO Form CA 00 01 06 92 (or its equivalent) in the following manner:

1. DELETE SECTION a. (1) a.: (POLLUTION) “BEING

TRANSPORTED OR TOWED AWAY BY, OR

HANDLED FOR MOVEMENT INTO, ONTO OR FROM

THE COVERED AUTO.”

2. DELETE SECTION a.(1) b.: “OTHERWISE IN THE

COURSE OF TRANSIT BY THE INSURED.”

Such policy shall include the MCS-90 Endorsement. The policy shall be endorsed to specifically limit the reimbursement provisions of the MCS-90 to the named insured.

(b) Statutory Workers’ Compensation Insurance including U.S.

Longshoremen and Harbor Workers Act, Jones Act, Marine Employers’ Liability and Federal Employers’ Liability Act coverage, if appropriate, and Employers’ Liability, with limits of not less than $1,000,000 bodily injury each accident, $1,000,000 bodily injury each employee and $1,000,000 policy limit for bodily injury by disease.

(c) Commercial General Liability Insurance on a form at least as broad as the standard ISO Commercial General Liability form, covering liability for bodily injury and property damage. Such insurance shall provide coverage for all operations and include independent contractors, products and completed operations, extending such coverage for five (5) years after final acceptance of the Work, blanket contractual liability coverage, broad form property damage coverage, coverage for explosion, collapse, and underground hazards and coverage for personal and advertising

00700-14 injury. The limits of such insurance shall not be less than $1,000,000 per occurrence, $1,000,000 annual general aggregate and $1,000,000 products and completed operations aggregate.

(d) If the Work involves activities within fifty (50) feet of a railroad property, Railroad Protective Liability Insurance as required by the applicable railroad company.

(e) Aircraft Liability Insurance if Contractor or its Subcontractors utilize aircraft in connection with the Work, and Contractor shall maintain, or require to be maintained, such insurance with a limit of at least $1,000,000 combined single limit per accident for aircraft of four (4) seats or less, and $5,000,000 combined single limit per accident for aircraft of five (5) seats or more, during any period during which such aircraft is utilized. Such insurance shall be in a form reasonably acceptable to the Port.

(f) Ocean Marine Liability Insurance for all owned, leased or hired watercraft utilized during any period during which such watercraft are used in connection with the Work, by the Contractor or any of its Subcontractors, covering liability for bodily injury or property damage (including loss of use), with a minimum limit of $1,000,000 per person on board the watercraft for bodily injury and property damage per occurrence, but not less than $5,000,000 per occurrence for watercraft 30-39 feet and not less than $10,000,000 per occurrence for watercraft over 39 feet.

Such…