RFQ# 15023 REQUEST FOR PRE-QUALIFICATION … 15023.pdfEMS control system integration design-build entities to complete and submit a Pre ... EMS CONTROL SYSTEM INTEGRATION DESIGN-BUILD

RFQ# 15023

REQUEST FOR PRE-QUALIFICATION OF EMS CONTROL SYSTEM INTEGRATION

DESIGN-BUILD ENTITIES

FOR

EMS Upgrades and Integration

Los Rios Community College District 1919 Spanos Court

Sacramento, CA 95285

RFQ# 15023 LRCCD EMS Upgrade & Integration

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TABLE OF CONTENTS

REQUEST FOR PRE-QUALIFICATION OF EMS CONTROL INTEGRATION DESIGN-BUILD ENTITIES

FOR

RFQ # 15023 EMS Upgrades and Integration for Los Rios CCD

TITLE PAGE............................................................................................................ 1

TABLE OF CONTENTS ......................................................................................... 2

ADVERTISMENT FOR REQUEST FOR PRE-QUALIFICATION ........................... 3

INSTRUCTIONS TO APPLICANT QUALIFIERS ................................................... 4

ATTACHMENT NO. I DESIGN-BUILD CONTRACT W/ GENERAL CONDITIONS ATTACHMENT NO. 2 PRE-QUALIFICATION QUESTIONNAIRE ATTACHMENT NO. 3 PRE-QUALIFICATION SCORING METHOD


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LOS RIOS COMMUNITY COLLEGE DISTRICT ADVERTISEMENT FOR REQUEST FOR PRE-QUALIFICATION OF

EMS CONTROL SYSTEM INTEGRATION DESIGN-BUILD ENTITIES

NOTICE IS HEREBY GIVEN that the Board of Trustees of the Los Rios Community College District ("District") invites EMS control system integration design-build entities to complete and submit a Pre-Qualification Questionnaire and all other information requested as provided below, for the design and construction of the following project ("Project"):

RFQ# 15023 - EMS Upgrades and Integration for Los Rios CCD

Design-Build Entities who wish to be considered for receipt of the District's Request for Proposals for the design and construction of the Project must submit a Pre-Qualification Questionnaire and other information as required by the District's Request for Pre-Qualification of EMS Control System Integration Design-Build Entities for Design-Build of the "Project". Copies of the Request for Pre-Qualification are available in PDF format on the District’s website at www.losrios.edu . There will be a Pre-Qualification Conference conducted on January 30, 2015 commencing promptly at 2:00 p.m. at District's Facilities Management Office, 3753 Bradview Drive, Sacramento, CA 95827 in the training room. Attendance at the Pre-Qualification Conference is mandatory. All Pre-Qualification Questionnaires and other information requested in the Request for Pre-Qualification for submission by Applicant Qualifiers ("Pre-Qualification Submittals") shall be prepared in conformance with the Request for Pre-Qualification using the forms referenced in or attached thereto. Pre-Qualification Submittals shall be delivered to the Los Rios Community College District General Services Office located at 2100 Northrop, Suite 200, Sacramento, CA 95825 if by hand, or 1919 Spanos Ct., Sacramento, CA 95825 if by mail, at any time Monday through Friday during regular working hours of 8:00 a.m. to 4:30 p.m., up to and including February 17, 2015 at 3:00 PM. The Applicant Qualifier assumes full and sole responsibility for timely receipt of its complete Pre-Qualification Submittal at the aforestated location designated for receipt thereof. For purposes of submittal of the Pre-Qualification Submittal, the time of day shall be as shown on the public clock located at Los Rios Community College General Services Office 2100 Northrop, Suite 200, Sacramento, CA. The District shall select from the Applicant Qualifiers a limited "short-list" of the most-qualified of the Pre-Qualified Design-Build Entities, who will then be provided with the Request for Proposals and invited to submit Design-Builder Proposals for the Project.

Questions shall be directed in accordance with the Request for Pre-Qualification to:

Los Rios Community College District General Services Office

Attn: Jennifer Alford, Purchasing Supervisor Phone: 916-568-3071, Fax: 916-568-3145

or [email protected]


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INSTRUCTIONS TO APPLICANT QUALIFIERS FOR

REQUEST FOR PRE-QUALIFICATIONS EMS CONTROL SYSTEM INTEGRATION DESIGN-BUILD ENTITIES

RFQ # 15023 EMS Upgrades and Integration for Los Rios CCD

TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS ……….....................................................................................................................4 ARTICLE 2 DESCRIPTION OF PROJECT AND RFP PROCESS……………………………………..……….....5 ARTICLE 3 APPLICANT QUALIFIER REPRESENTATIONS ..........................................................................8 ARTICLE 4 PRE-QUALIFICATION DOCUMENTS, SCHEDULE AND PROCEDURES .............................................................................................................................8 ARTICLE 5 SCORING OF APPLICANT QUALIFIERS ..................................................................................13 ARTICLE 6 NOTICE AND APPEAL OF DISTRICT DECISION .....................................................................14 ARTICLE 7 ATTACHMENTS ..........................................................................................................................15

ARTICLE 1

DEFINITIONS

1.1 GENERAL Capitalized terms shall have the meanings assigned to them in the General Conditions, which are included as part of the Design-Build Contract attached hereto as Attachment No. 1 and incorporated herein as part of the Pre-Qualification Documents. Capitalized terms not defined in the General Conditions shall have the meanings assigned to them in, or (if none is assigned) as reasonably understood to apply to them by the context of, the portion of the Pre-Qualification Documents where such terms are used. 1.2 DESIGN-BUILD ENTITY MEMBERS

The term "Design-Build Entity Member(s)" as used in the Pre-Qualification Documents means any and all of the individuals, corporations, partnerships, joint ventures or other associations of persons or legal entities that hold an ownership interest in the Design-Build Entity or that share in the profits and losses of the Design-Build Entity. If a Design-Build Entity Member, or a firm having an ownership interest in a Design-Build Member, is itself a partnership, joint venture or other association of persons or legal entities, then the term Design-Build Entity Member includes any and all of the individuals, corporations, partnerships, joint ventures or other associations of persons or legal entities that hold an ownership interest in, or that share in the profits and losses of such Design-Build Entity Member or firm.

CONTRACTORS AND SUBCONTRACTOR(S) The capitalized terms Contractors and Subcontractor(s) shall have the meanings assigned to them in the Pre-Qualification Questionnaire.


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ARTICLE 2

DESCRIPTION OF PROJECT AND RFP PROCESS 2.1 DESCRIPTION OF PROJECT

2.1.1 Scope of Project. The intent of the project is to integrate the EMS controls with existing systems. The project will upgrade control system hardware and sequence of operation to incorporate the latest LRCCD EMS guidelines, including, but not limited to, Automated Demand Response (ADR), front-end scheduling capabilities, intrusion system interface, self-serve sensors, unoccupied heat/cool operation, night purge, demand control ventilation, optimum start, supply air temperature optimization, fan and damper tracking, custom reporting, display tables and graphics. These measures are documented in the following chapters of the EMS Control System Guidebook. This upgrade is an extension of the existing district-wide Building Automation System; Control system server and operator workstation hardware and software are existing. All new hardware and data file shall be fully integrated into the existing system as an extension of the existing Honeywell EBI 410.2 system. The location of the project is within multiple buildings across the District.

2.1.2 Project Budget. The Project Budget for the design and construction of the Project, inclusive of all costs of design, hardware construction, commissioning, supervision and management, is currently established at $425,000.00. The final Project Budget, which may be more or less than, or equal to, the amount just stated will be set forth in the RFP Documents, Requests for Proposals will be required to include a total cost or price proposal that is less than or equal to the Project Budget.

2.1.3 The Contract Time for performance of the Work from Notice to Proceed with commencement of the design portion of the Work to Final Completion shall be identified in the RFP, inclusive of District’s 3rd Party Commissioning Agent Review time. The Contract Time is subject to change: (1) at any time prior to Award, in the sole and absolute discretion of the District, by issuance of an RFP Addendum; or (2) at any time after the Award in accordance with the terms of the Design-Build Contract. Design-Builder Proposals are required to include a proposal for a total time of design and construction that does not exceed the Contract Time, but earlier completion of the Project scope may be considered as a positive characteristic in the proposal.

2.1.4 Liquidated Damages. The Design-Build Contract includes provisions for payment of liquidated damages to the District of $500.00 per Day if the Design-Builder fails to Actually Complete the Work within 30 days of the Contract Time as adjusted for extensions of time permitted under the terms of the General Conditions of the Design-Build Contract. Additional delays will incur Liquidated damages at a rate of $1,000.00 per day.

2.1.5 No Warranty by District. Applicant Qualifiers are solely responsible to satisfy themselves as to the

suitability of any estimates, projections, budgets, design concepts, technical criteria or similar information provided by the District relating to the proposed Project and nothing stated in this Request for Pre-Qualification or in any other information provided by the District shall be construed as implying the creation or existence of any warranty, express or implied, on the part of the District with respect thereto.

2.2 SUMMARY OF REQUEST FOR PROPOSAL PROCESS

2.2.1 Informational Summary. The provisions of this Section 2.2 are intended to summarize for Applicant Qualifiers the process that the District intends to follow in respect to issuance of its Request for Proposal, consideration of Design-Builder Proposals from Pre-Qualified Design-Build Entities and Award of the Design-Build Contract. This summary is provided for the convenience of the Applicant Qualifiers and should not be interpreted as a complete or definitive statement of all procedures, conditions, requirements or standards that may apply to any of those processes and the District reserves the right, at any time and in the exercise of its sole and absolute discretion, to modify such procedures, conditions, requirements or standards, by changes, additions or deletions thereto.


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2.2.2 Two-Phase Design-Build Competition. The process for Award of the Design-Build Contract is a

design-build competition. The design-build competition will be conducted in two phases. Phase 1 (the Pre-Qualification Process) consists of the Pre-qualification of a "short-list" of three (3) Pre-Qualified Design-Build Entities (unless there are three (3) or fewer Applicant Qualifiers, in which case fewer than two (2) Pre-Qualified Design-Build Entities may be selected) who, based on the scoring by District's Pre-Qualification Selection Committee of their responses and other information provided in response to the Pre-Qualification Questionnaire, are determined to be the most qualified to design and construct the Project. The procedures and forms for Pre-Qualification are set forth in the Request for Pre-Qualification, of which these Instructions are a part. Each of the Pre-Qualified Design-Build Entities on this "short-list" of Pre-Qualified Design-Build Entities will then be provided a Request for Proposal and invited to submit Design-Builder Proposals for the Project. Phase 2 (the RFP process) is the process for final selection from among the Pre-Qualified Design-Build Entities that submit Design-Builder Proposals ("Proposers") of one (1) Proposer to receive the Award of the Design-Build Contract. Selection of the successful Design-Build Entity in Phase 2 shall be based upon pre-established criteria set forth in the Request for Proposal, which shall include both cost and non-cost factors. Award of the Design-Build Contract shall be made to that Proposer whose Design-Builder Proposal and Best and Final Offer is determined by the District to be overall the best value to the District taking into consideration all such cost and non-cost factors.

2.2.3 Experience. Credit for experience as one or more of the non-cost evaluative factors in the design-build competition shall be based only on design-build experience and California school design and construction experience and also demonstrated experience with the controls integration requested by the District.

2.2.4 Award. The Board of Trustees for the District will issue a written decision supporting its Award of the Design-Build Contract to the successful Design-Build Entity, stating in detail the basis of the Award. The identity of the successful Design-Build Entity shall be publicly announced, along with its overall combined rating on the Request for Proposal evaluation, the District's ranking of the successful Design/Build Entity in relation to the other Pre-Qualified Design-Build Entities to whom the Request for Proposal was issued and their respective price proposals, and a summary of the District's rationale for the Award.

2.2.5 Design-Build Contract. A copy of the proposed Design-Build Contract and General Conditions that the District contemplates issuing to the successful Design-Build Entity is attached hereto as Attachment No. 1. District reserves the right, exercised in its sole discretion, at any time prior to Award to unilaterally change, by addition, modification or deletion, any of the terms of the Design-Build Contract in accordance with the procedures therefor set forth in the RFP Documents.

2.2.6 Proposal Bond, Payment and Performance Bonds, Insurance. Each Pre-Qualified Design-Build

Entity that is invited to submit a Design-Builder Proposal for the Project shall be required, without limitation, to deliver to the District a Proposal Bond as security to ensure that the successful Design-Build Entity will, if it receives the Award, enter into the Design-Build Contract and deliver the other Post-Award Submittals required by the RFP Documents. Additionally, the Design-Build Entity that is selected for Award of the Design-Build Contract shall possess and be required to submit evidence of: (1) sufficient bonding to cover the full contract price for non-design services utilizing bond forms provided by the District; (2) errors and omissions insurance coverage sufficient to cover all design services required by the Design-Build Contract in a form satisfactory to the District as set forth in the General Conditions; and (3) all other insurance coverages required to be provided by the Design-Builder under the terms of the Design-Build Contract in forms satisfactory to the District as set forth in the General Conditions.

2.2.7 Subcontractors. All subcontracts with Subcontractors who are not Design-Build Entity Members of the successful Design-Build Entity and who are not otherwise required to be pre-qualified pursuant to Paragraph 4.3.18, below, shall be awarded by the successful Design-Build Entity in accordance with the process set forth in the Request for Proposal and shall provide for public notice of the availability of work to be subcontracted, a fixed date and time on which the subcontracted work will be awarded and shall afford to the Subcontractors the protections contained in Chapter 4 (commencing with Section 4100) of Part 1 of Division 2 of the Public Contract Code.


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2.2.8 Labor Compliance. The successful Design-Build Entity to whom the Award of the Design-Build

Contract is made will be required to comply with all of the applicable provisions of the California Labor Code (including, without limitation, payment of prevailing wages, maintenance and submission of weekly certified payrolls and hiring of apprentices, and compliance with the District’s Labor Compliance Program). Effective July 1, 2014, all contractors and subcontractors who intend to bid on or perform work on public works projects must register and pay a fee to the Department of Industrial Relations pursuant to Labor Code section 1725.5 and provide evidence of registration for contract award. This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

2.2.9 Interested Parties. Contractors and Subcontractors will not be allowed to participate in the Request for

Proposal process in any capacity, either as Design-Build Entity Members or as Subcontractors or Subconsultants, to more than one Design-Build Entity. Consultants or contract professionals to the District who are direct participants or advisors to the District or College in respect to the design-build competition or preparation of any documents for the Project shall not be allowed to participate as a Design-Build Entity Member or as a Subconsultant or Subcontractor, of any Tier, to a Design-Build Entity.

2.2.10 RFP Submittals. Design-Builder Proposals submitted by Pre-Qualified Design-Build Entities who are

selected by the "short-listing" process summarized in Paragraph 2.2.2, above, to receive a Request for Proposal shall include, without limitation, multiple screen shots of key controls elements to illustrate the design and graphic representations of any modifications proposed to District’s criteria documents.

2.2.11 Discussions, Negotiations and Limited Negotiations. The District reserves the right, but shall not have the obligation, as part of the RFP process to hold Discussions, Negotiations and/or Limited Negotiations with, and/or to request Best and Final Offers from, those Pre-Qualified Design-Build Entities who are invited to submit and who submit Design-Builder Proposals. Procedures for Discussions, Negotiations, Limited Negotiations and Best and Final Offers shall be set forth in the Request for Proposals and/or in instructions issued to Proposers in accordance with the Request for Proposals.

2.2.12 Not Used 2.2.13 Confidentiality and Ownership of Proposals. Drawings, designs, design approaches, design details,

construction techniques, procedures, means and methods and other technical design and construction information submitted by Proposers shall be deemed the sole and exclusive property of the District, all copyrights thereto shall be deemed assigned to and held by the District, and the Proposer shall retain no property, copyright or other proprietary rights with respect thereto; provided, however, that: (1) nothing herein shall be interpreted as prohibiting or limiting the right of the Proposer, if it does not receive the Award of the Design-Build Contract, to (a) copy, use or incorporate such technical design information contained within its Design-Builder Proposal or any Best and Final Offer for its own use in connection with the conduct of its business, trade or profession, and/or (b) assign, grant or transfer to any third person or entity (for profit or otherwise) the right to copy or use such technical design information for any purpose; and (2) if a Proposer receives the Award of the Design-Build Contract, then that Proposer’s rights and obligations with respect to copying, use or incorporation of such technical design information in any projects, structures or work other than the Project shall be governed solely by the terms of the Design-Build Contract. The District’s rights hereunder include, without limitation, the right after Award of the Design-Build Contract to incorporate into its design for the Project any of the building designs, design approaches, design details, construction techniques, procedures, means and methods and other technical design and construction information contained in the Design-Builder Proposal or a Best and Final Offer that is received from the selected Proposer whether or not such technical information constitutes Proprietary Information as defined under the General Conditions of the Design-Build contract. 2.2.14 Changing of Team Members. No changes in or additions to Design-Build Entity Members or to the list of Subconsultants or Subcontractors that have been pre-qualified pursuant to the District's Pre-Qualification process for


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the Project shall be permitted after the deadline in the RFP Schedule for submission of Design-Builder Proposals, except with the prior written authorization of the District which authorization may be granted or withheld in the District's sole and unfettered discretion. By way of example and without limitation to the foregoing, any person or entity who is either (1) a Design-Build Entity Member, or (2) a Subconsultant or Subcontractor that has been pre-qualified for the Project pursuant to the District's Pre-Qualification process, shall not be "switched out" or substituted with other persons or entities after the deadline in the RFP Schedule for submission of Design-Builder Proposals.

ARTICLE 3

APPLICANT QUALIFER REPRESENTATIONS 3.1 Each Applicant Qualifier, by submitting its Pre-Qualification Submittal, represents that:

3.1.1 Compliance with Pre-Qualification Documents, Its Pre-Qualification Submittal is made in compliance with the Pre-Qualification Documents.

3.1.2 Attendance at Pre-Qualification Conference. The Applicant Qualifier attended the mandatory Pre-Qualification Conference.

3.1.3 Due Authorization. The signer(s) of its Pre-Qualification Questionnaire on behalf of the Applicant Qualifier are authorized to do so on behalf of the Applicant Qualifier and any signer of its Pre-Qualification Questionnaire that is a corporation is duly incorporated, authorized to do business and in good standing under the laws of the State of California.

ARTICLE 4 PRE-QUALIFICATION DOCUMENTS, SCHEDULE AND PROCEDURES

4.1 PRE-QUALIFICATION DOCUMENTS 4.1.1 Pre-Qualification Documents. The Pre-Qualification Documents consist of the following: (1) Advertisement for Request for Pre-Qualification of Design-Build Entities; (2) these Instructions to Applicant Qualifiers (including, without limitation, all attachments hereto); (3) Pre-Qualification Questionnaire; and (4) Pre-Qualification Addenda.

4.1.2 Pre-Qualification Submittals. The following documents are required to be submitted to the District by Applicant Qualifiers in order to be considered for Pre-Qualification:

4.1.1 completed and signed Pre-Qualification Questionnaire in the form attached hereto as Attachment No. 2; and

4.1.2 all other documents or information requested by the Pre-Qualification Questionnaire or these

instructions to Applicant Qualifiers.

4.2 PRE-QUALIFICATION, REQUEST FOR PROPOSAL AND AWARD SCHEDULE

4.2.1 Pre-Qualification Schedule. The following is the anticipated schedule for the Pre-Qualification process and for the issuance of the Request for Proposals and Notice of Intent to Award the Design-Build Contract:

4.2.2.1 Advertisement for Pre-Qualification: January 23, 2015


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4.2.2.2 Pre-Qualification Conference: January 30, 2015

4.2.2.3 Deadline for Requests for Clarification: February 10, 2015

4.2.2.4 Pre-Qualification Submittals Due: February 17, 2015

4.2.2.5 Reference Interviews (optional): February 18 – 20, 2015

4.2.2.6 Notice of Selection of Pre-Qualified Entities: February 23, 2015

4.2.2.7 Issuance of Requests for Proposals: February 25, 2015

4.2.2.8 Design-Builder Proposals Due: March 12, 2015

4.2.2.9 Notice of (Intent to) Award: March 23, 2015

4.2.2.10 Board Authorization/Ratification: April 08, 2015

4.2.2.11 Anticipated Notice-to-Proceed (NTP): April 2015

4.2.2 Public Proceedings. All proceedings related to the Pre-Qualification of Applicant Qualifiers, other than the Pre-Qualification Conference, shall be closed to the public.

4.2.3 Changes to Pre-Qualification Schedule. The District reserves the right, at any time, to make additions, modifications or deletions to any of the events or dates that comprise the Pre-Qualification Schedule. Changes made prior to issuance of the Request for Proposal shall be made by issuance of a Pre-Qualification Addendum. Changes to any dates set forth in the Pre-Qualification Schedule that are made after issuance of the Request for Proposal shall be made by issuance of an RFP Addendum in accordance with the terms of the RFP Documents changing the RFP Schedule. References in the Pre-Qualification Documents to the Pre-Qualification Schedule or dates in the Pre-Qualification Schedule shall mean the Pre-Qualification Schedule and dates set forth in Paragraph 4.2.1, above, as adjusted by any changes thereto made pursuant to this Paragraph 4.2.3. 4.3 PRE-QUALIFICATION PROCEDURES

4.3.1 Selection of Pre-Qualified Design-Build Entities. The District will select from all of the Applicant Qualifiers no more than three (3) Applicant Qualifiers who, based on the scoring by the Pre-Qualification Selection Committee of their responses and other information provided in response to the Pre-Qualification Questionnaire, are determined to be the most qualified to design and construct the Project. The selection of those Pre-Qualified Design-Build Entities who will receive the Request for Proposals pursuant to the foregoing "short-listing" process will be based on objective evaluation of the information requested in the Pre-Qualification Documents and provided by the Applicant Qualifier in its Pre-Qualification Submittal, including, without limitation, the Applicant Qualifier's answers to the Pre-Qualification Questionnaire.

4.3.2 Pre-Qualification Selection Committee. The Pre-Qualification Selection Committee will conduct on behalf of the District the evaluation, ranking and selection of the Pre-Qualified Design-Build Entities who will receive a Request for Proposals and be invited to submit a Design-Builder Proposal for the Project. The identities of the members of the Pre-Qualification Selection Committee shall not be disclosed by the District to the Applicant Qualifiers.

4.3.3 Unauthorized Communications, Lobbying. Unless and except requested to do so in writing by the District's Director General Services, Applicant Qualifiers, Design-Build Entity Members and their Subconsultants and


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Subcontractors shall not communicate about this Prequalification Process, the Award of this Design-Build Contract for the Project or the Project, either verbally or in writing, with: (1) any member of the Pre-Qualification selection Committee; (2) any consultant or professional retained by the District for the purpose of providing the District or College advice or professional services in respect to the Project or the Pre-Qualification or RFP process; (3) any member of the Board of Trustees of the District; or (4) any employee or representative of the District or College. Without limitation to the foregoing, Applicant Qualifiers are advised that lobbying is not permitted with any District personnel or members of the Board of Trustees. "Lobbying", as used herein, is defined as any action taken by an individual, firm, association, joint venture, partnership, or corporation seeking to influence the governmental decision of District personnel or the members of its Board of Trustees on matters related to the Pre-Qualification or RFP processes or Award of the Design-Build Contract for the Project.

4.3.4 Pre-Qualification Conference. A mandatory Pre-Qualification Conference will be conducted on the

date indicated in the RFQ schedule, commencing promptly at 2:00 p.m. at District's Facilities Management Office, 3753 Bradview Drive, Sacramento, CA 95827. Attendance at the Pre-Qualification Conference is a condition to Applicant Qualifier's right to be considered for Pre-Qualification by the District.

4.3.5 Licensing/Certifications/Authorizations. Except as permitted by Parts .1 or .2 of this Paragraph 4.3.5. each Applicant Qualifier must possess at the time of submission of its Pre-Qualification Submittal and at all times during the Pre-Qualification and RFP processes an active Class C-10 (electrical) or Class C-7 (electrical low voltage) contractor's license issued by the California Contractors State Licensing Board (CSLB) that is in good standing. If the Applicant Qualifier is a Design-Build Entity that is a joint venture consisting of two or more individuals, firms, partnerships, corporations, associations or other organizations in which at least one of such joint venturers holds an active Class C-10 (electrical) or Class C-7 (electrical low voltage) contractor's license issued by the California Contractors State Licensing Board that is in good standing, then such Design-Build Entity shall be entitled, notwithstanding the absence of separate joint venture license, to apply for Pre-Qualification and to be considered for Award of the Design-Build Contract; provided, however, that any Design-Build Entity that is selected to receive Award of the Design-Build Contract must possess, at the time of Award of the Design-Build Contract, a separate joint venture Class C-10 (electrical) or Class C-7 (electrical low voltage) contractor's license issued by the California Contractors State Licensing Board that is in good standing. In addition to the licensing requirements set forth in this Paragraph 4.3.5 applicable to Applicant Qualifiers, all persons or entities acting as controls designers or subcontractors that the Applicant Qualifier is obligated to pre-qualify pursuant to Paragraph 4.3.18, below, shall be, at the time of submission by the Applicant Qualifier of its Pre-Qualification Submittal an authorized reseller of the Controls Vendor which pre-qualification of such person or entity is required by the Pre-Qualification Documents.

4.3.6 Not Used

4.3.7 Not Used 4.3.8 Submission. Pre-Qualification Submittals shall be delivered to Los Rios Community College District General Services Office located at 2100 Northrop, Suite 200, Sacramento, CA 95825 if by hand, or 1919 Spanos Ct., Sacramento, CA 95825 if by mail, Attention: Jennifer Alford, Purchasing Supervisor, at any time Monday through Friday during regular working hours of 8:00 a.m. to 4:30 p.m., up to and including 3:00 pm on the date indicated in the RFQ schedule. For purposes of submittal of the Pre-Qualification Submittal, the time of day shall be as shown on the public clock located at Los Rios Community College General Services Office, 2100 Northrop, Suite 200, Sacramento, CA. Except as permitted by Paragraph 4.3.17 below (concerning updating of information due to new or changed circumstances) or as provided in the final sentence of this Paragraph 4.3.8, submissions after the aforestated deadline will not be considered. The Applicant Qualifier assumes full and sole responsibility for timely receipt of its complete Pre-Qualification Submittal at the aforestated location designated for receipt thereof. Pre-Qualification Submittals that are received after the deadline specified in these Instructions to Applicant Qualifiers shall be returned, unopened; provided, however, that a late Pre-Qualification Submittal may be considered if it is the only Pre-Qualification Submittal received.


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4.3.9 Requests for Clarification. The Applicant Qualifier is solely responsible to seek clarification, if needed, of any portion of the Pre-Qualification Documents. All requests by Applicant Qualifiers for clarification of the Pre-Qualification Documents must be submitted in writing either by fax or email, between the hours of 8:00 a.m. and 4:30 p.m. and prior to the deadline in the Pre-Qualification Schedule for Requests for Clarification on the date indicated in the RFQ schedule, to the following: Los Rios Community College District General Services Office, Attention: Jennifer Alford, Purchasing Supervisor, (916) 568-3145 fax, e-mail address: [email protected] communication shall reference the project number and description as subject. Oral requests and requests for clarification received after that time will not be responded to. Failure by an Applicant Qualifier to seek clarification of any portion of the Pre-Qualification Documents shall not relieve the Applicant Qualifier from its representations as set forth hereinabove nor serve as the basis for any claim by the Applicant Qualifier that it was mistaken or misled in connection with the preparation of its Pre-Qualification Submittal.

4.3.10 Pre-Qualification Addendum. Interpretations, corrections and changes by the District of the Pre-Qualification Documents will be made only by Pre-Qualification Addendum. Interpretations, corrections and changes of the Pre-Qualification Documents made in any other manner shall not be relied upon and will not be binding. Notice of issuance of a Pre-Qualification Addendum that is issued prior to the original or revised deadline for submission of Pre-Qualification Submittals shall be given only to the Design-Build Entities who attend and sign-in at the Pre-Qualification Conference and only to the address provided by them at the Pre-Qualification Conference. Notice of Pre-Qualification Addenda that are issued after the original or revised deadline for submission of Pre-Qualification Submittals shall be given only to the Applicant Qualifiers who have submitted Pre-Qualification Submittals in accordance with the requirements of the Pre-Qualification Documents. Notice by the District of a Pre-Qualification Addendum shall be effective if by hand delivery, mail, facsimile or e-mail. The District also anticipates (but shall not be obligated for) making Pre-Qualification Addenda available for review on the District Website. Failure of an Applicant Qualifier to receive a Pre-Qualification Addendum shall not entitle the Applicant Qualifier to an extension of the Pre-Qualification Schedule nor shall it permit the submission of any additional Pre-Qualification information after the deadlines set forth in the Pre-Qualification Schedule.

4.3.11 Applicable Laws. All Pre-Qualification Submittals must be submitted, filed, made and executed in accordance with Applicable Laws, whether such Applicable Laws are expressly referred to herein or not.

4.3.12 Sealed Envelope. All Pre-Qualification Submittals shall at the time of delivery be enclosed in a sealed opaque envelope. Said envelope, as well as any other, outer envelope or packaging in which said envelope may have been placed by Applicant Qualifier or the carrier for delivery, shall be addressed and delivered as provided in these Instructions to Applicant Qualifiers and shall be clearly and conspicuously labeled with the Project name, the Applicant Qualifier's name and address and an identifying name of the Project for which the Pre-Qualification Submittal is submitted.

4.3.13 Deposit. Pre-Qualification Submittals shall be deposited at the location designated in Paragraph 4.3.8, above, prior to the deadline set forth in the Pre-Qualification Schedule.

4.3.14 Delivery. Deposit of Pre-Qualification Submittals shall be by hand delivery or mail. Electronically transmitted Pre-Qualification Submittals will not be considered. The Applicant Qualifier shall assume full responsibility for timely delivery of its Pre-Qualification Submittal at the location designated therefor in these instructions to Applicant Qualifiers.

4.3.15 Withdrawal, Resubmission. Pre-Qualification Submittals may be withdrawn at any time upon written notice to the District at the place for receipt of Pre-Qualification Submittals. Pre-Qualification Submittals withdrawn prior to the deadline for receipt thereof as set forth in the Pre-Qualification Schedule may be resubmitted up to the deadline for submission thereof as provided for in the Pre-Qualification Schedule.

4.3.16 Rejection by District. Without limitation to any of the District's other rights under the Pre-Qualification Documents or Applicable Laws, the District reserves the right, exercised in its discretion, to reject any or all Pre-


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Qualification Submittals that fail to comply with the requirements of the Pre-Qualification Documents or that contains any information that is untrue or misleading. The District further reserves the right, exercised in its sole and absolute discretion, to withdraw and cancel its Request for Pre-Qualification (before or after receipt of Pre-Qualification Submittals) and/or reject all Pre-Qualification Submittals.

4.3.17 Updated Information. If, due to new or changed circumstances occurring after the deadline in the Pre-Qualification Schedule for submission of Pre-Qualification Submittals, any information provided by an Applicant Qualifier becomes inaccurate, the Applicant Qualifier must immediately notify the District and provide updated accurate information in writing, under penalty of perjury and signed in the same manner as required for Pre-Qualification Submittals. The foregoing provision shall not be interpreted as granting Applicant Qualifiers the right after the deadline in the Pre-Qualification Schedule for submission of Pre-Qualification Submittals to correct information that was inaccurate or incomplete at the time the Pre-Qualification Submittals was submitted or to submit any new information that is for the purpose of or that would have the effect of improving upon or enhancing the responses or other information provided in the Pre-Qualification Submittal. Consideration of such updated information is at the sole discretion of the District.

4.3.18 Contractor, and Subcontractors. The Applicant Qualifier shall provide all information requested by the Pre-Qualification Questionnaire pertinent to the Pre-Qualification of the following, whether or not they are Design-Build Entity Members: Contractor and Subcontractors in the following trades: electrical, low voltage electrical, and controls hardware and programming designers. With respect to any of the Subcontractors in the aforestated specialty trades only that are not Design-Build Entity Members, the Applicant Qualifier may, as an alternative to pre-qualifying a single person or entity to perform the work of the aforestated trade, pre-qualify more than one Subcontractor for each such trade for which it will later accept bids or prices for a portion of the Project.

4.3.19 References. The District reserves the right, but assumes no obligation, to conduct interviews of references provided by Applicant Qualifiers in its Pre-Qualification Submittals. Whether or not the District elects to conduct interviews, the District assumes no responsibility to determine the accuracy of references provided in the Pre-Qualification Submittals, including, without limitation, contacting or interviewing references and other sources available. If contacted, each reference will be asked the same questions from a list of questions pre-prepared by the District.

4.3.20 Subsequent Information. The District reserves the right, in its discretion, to adjust (by increasing or decreasing), limit, suspend or rescind the Pre-Qualification scoring, rating or ranking of an Applicant Qualifier or disqualify an Applicant Qualifier based on subsequently-learned information that the District determines could have adversely affected the scoring, rating or ranking of the Applicant Qualifier if such information had been included in the Applicant Qualifier's Pre-Qualification Submittal. Without limitation, the foregoing, in the event that as a result of such subsequent-learned information the scoring, rating and rank of an Applicant Qualifier that is the subject of the such information is changed such that it is thereafter ranked lower than a competing, previously lower-ranked Applicant Qualifier, then the District shall have the right, but not the obligation, to extend an invitation to participate in the RFP process to such previously lower-ranked Applicant Qualifier (or, if such Applicant Qualifier declines the invitation, to extend an invitation to the next in order of the previously lower-ranked Applicant Qualifier whose rank, after such adjustment, is above the rank of the Applicant Qualifier who was the subject of such information).

4.3.21 Signatures. Each Pre-Qualification Questionnaire must be signed under penalty of perjury in the manner designated at the end thereof, by a representative of the Applicant Qualifier that is authorized to contractually bind the Applicant Qualifier and by each of the constituent persons or entities that comprise the Design-Build Entity that is the Applicant Qualifier. The information provided by the Applicant Qualifier is provided under oath, with the understanding that the intentional providing of false information is, in itself, grounds for disqualification.

4.3.22 Waiver of Irregularities. The District reserves the right to waive minor or clerical irregularities, errors or omissions in the information contained in any Pre-Qualification Submittal or in regard to any Applicant Qualifier's compliance with Pre-Qualification process and to make all final determinations with respect to the information provided in any Pre-Qualification Submittal.


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4.3.23 Costs and Expenses. Applicant Qualifiers shall bear, at their own expense and without reimbursement

by the District, all costs and expense associated with their participation in the process of Pre-Qualification for the Project. 4.3.24 Notices. Notices by the District to Applicant Qualifiers issued after the deadline in the Pre-Qualification

Schedule for submission of Pre-Qualification Submittals shall be deemed delivered and received by the Applicant Qualifier if provided by delivery, mail, facsimile or e-mail to the Design-Build Entity at the address provided by the Applicant Qualifier at the Pre-Qualification Conference or at the address set forth in Section 1, Part A of the Pre-Qualification for the ""Contact Person" for the Applicant Qualifier.

4.3.25 Signing Services. Signing services shall be made available upon written request received by the District's Director Business Services at the address for receipt of Design-Builder Proposals at least three (3) business days prior to the date that such services are required. Other persons with disabilities needing reasonable accommodations should submit a request within that time as well so that appropriate accommodations may be arranged.

ARTICLE 5 SCORING OF APPLICANT QUALIFIERS

The rating of the Applicant Qualifiers will be based on the following sections of the Pre-Qualification

Questionnaire: Part II Essential Requirements for the Applicant Qualifier; Part Ill Team Member Questions; and Part IV Projects Completed and References (provided, however, that scoring of interviews of references shall be optional at the discretion of the District). Those Applicant Qualifiers who are not disqualified (based on either their failing to achieve minimum passing scores in their responses to individual sections of the Pre-Qualification Questionnaire or on other grounds for disqualification set forth in the Pre-Qualification Documents) will then be ranked by the Pre-Qualification Selection Committee based on their scores received, and the most qualified Applicant Qualifiers will be invited pursuant to the "short-listing" process described in Paragraph 2.2.2, above, to participate in Phase 2, the Request for Proposal process. ARTICLE 6

NOTICE AND APPEAL OF DISTRICT DECISION

6.1 NOTICE OF SELECTION

The District will issue a Notice of Selection of Pre-Qualified Design-Build Entities in accordance with the Pre-Qualification Schedule to all Applicant Qualifiers who have completed and submitted Pre-Qualification Submittals. Such Notice may, or may not, include a statement of the final ranking of the Applicant Qualifiers; however, information on the ranking of Applicant Qualifiers will be made available during debriefings.

6.2 DEBRIEFING

After the issuance of the Notice of Selection of Pre-Qualified Design-Build Entities, the District will make available for those requesting it an opportunity for a debriefing, Debriefings will be conducted in accordance with the Pre-Qualification Schedule. At the pre-qualification debriefing, summaries of the scoring and ranking of Pre-Qualification Submittals will be reviewed. Copies of Pre-Qualification Submittals will not be provided nor will there be point-by-point comparisons of competing Pre-Qualification Submittals. 6.3 APPEAL OF DISTRICT DECISION


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6.3.1 Appeal. Any Applicant Qualifier submitting a Pre-Qualification Submittal to the District may file an appeal of the District's decision in its Notice of Selection of Pre-Qualified Design-Build Entities, provided that each and all of the following are complied with:

6.3.1.1 the appeal is in writing;

6.3.1.2 the appeal is filed and received by the Director General Services not more than ten (10) Days following the date of issuance of the District's Notice of Selection of Pre-Qualified Design-Build Entities; and

6.3.1.3 the written appeal sets forth, in detail, all grounds for the appeal, including without limitation all facts,

supporting documentation, legal authorities and argument in support of the grounds for the appeal. Any matters not set forth in the written appeal shall be deemed waived. All factual contentions must be supported by competent, admissible and credible evidence.

6.3.2 Failure to Comply. Any appeal not conforming to, or not submitted within the time period required by,

this Section 6.3 may be rejected as invalid.

6.3.3 Review and Decision. The Deputy Chancellor in his/her discretion shall review and evaluate the basis of the appeal and shall provide a written decision to the Applicant Qualifier submitting the appeal concurring with or denying the appeal. The written decision of the Deputy Chancellor shall be final, unless overturned by the Chancellor or his/her designee.

ARTICLE 7 ATTACHMENTS

The following Attachments and Exhibits which are attached hereto and incorporated as part of the Pre-

Qualification Documents by this reference:

Attachment No. 1: Form of Design-Build Contract Attachment No. 2: Pre-Qualification Questionnaire Attachment No. 3: Pre-Qualification Scoring Method

END OF INSTRUCTIONS

ATTACHMENT NO. 1

DESIGN-BUILD CONTRACT AND

GENERAL CONDITIONS

# 15023 District EMS Upgrade & Integration

September 14, 2010

DESIGN-BUILD CONTRACT BETWEEN DISTRICT AND DESIGN-BUILDER

THIS DESIGN-BUILD CONTRACT, made and entered into this ____________day of ______________________________, 2015 between Los Rios Community College District, a political subdivision of the State of California, hereinafter referred to as District, and ______________________________________________, hereinafter referred to as Design-Builder;

WITNESSETH: WHEREAS, the Board of Trustees of said District heretofore caused Contract Documents for the work hereinafter mentioned to be prepared, and thereafter did approve and adopt said Contract Documents; and, WHEREAS, the Board of Trustees of said District did cause to be noticed for the time and in the manner required by law a Notice inviting design-build entities as defined by Education Code Section 81701 (c) to complete and submit a Prequalification Questionnaire and all other information requested in the Request for Prequalification for the design and construction of DISTRICT EMS Upgrades and Integration and, WHEREAS, Design-Builder, in response to such Notice, submitted to the Board of Trustees of said District within the time specified in said Notice, and in the manner provided for therein, a Prequalification Questionnaire (Phase One) as part of a Two-Phase Design-Build Competition selection process and was short-listed as a Pre-Qualified Design-Build Entity to then submit a Proposal in response the District’s Request for Proposal (Phase Two) process for the performance of the work specified in said Contract Documents, which said bid and proposal was evaluated based upon pre-established criteria set forth in the Request for Proposal, which included both cost and non-cost factors; and, WHEREAS, Award of the Design-Build Contract is made to the Design-Builder based on a Proposal and Best and Final Offer as determined by the Board of Trustees of said District to be overall the best value to the District taking into consideration all such cost and non-cost factors. NOW, THEREFORE, in consideration of the above, it is mutually agreed between the parties hereto as follows, to wit:

ARTICLE 1 DEFINITIONS

Capitalized terms used in the Contract Documents shall have the meanings assigned to them in the General Conditions. If not defined in the General Conditions they shall have the meanings assigned to them elsewhere in the Contract Documents. If not defined in the General Conditions or elsewhere, they shall have the meanings reasonably understood to apply to them by the context in which they are used.

ARTICLE 2 THE WORK

2.1 SCOPE OF WORK

Design-Builder shall execute the entire Work called for by the Contract Documents, except to the extent specifically indicated in the Contract Documents to be the responsibility of District or another Project Team member retained by District.


September 14, 2010

2.2 STANDARD OF PERFORMANCE

In addition to and without limiting Design-Builder’s other obligations under the Contract Documents, Design-Builder shall at all times in its performance of its obligations under the Contract Documents conform to the following general standards of performance:

2.2.1 comply with the requirements of the Contract Documents;

2.2.2 comply with Applicable Laws;

2.2.3 conform to the standard of care applicable to those who provide design-build professional services and construction of the type called for by this Design-Build Contract for projects of a scope and complexity that is comparable to the Project;

2.2.4 furnish efficient business administration of the Work, utilizing sufficient senior level management and other qualified personnel to manage the Work; and

2.2.5 apply its best and highest skill and attention to completing the Work in an expeditious and economical manner, consistent with the expressed best interests of the District and within the limitations of the Contract Sum and Contract Time.

ARTICLE 3 CONTRACT TIME

3.1 DATES OF COMMENCEMENT The Contract Time for completion of the design portion of the Work shall be measured from the Date of Commencement of Design. The Contract Time for Actual Completion of entire Work shall be measured from the Date of Commencement of Construction.

3.2 NOTICES TO PROCEED

The design portion of the Work shall not commence prior to the date fixed in the Notice to Proceed with Design. No physical construction at the Site shall commence prior to the date fixed in the Notice to Proceed with Construction.

3.3 CONTRACT TIME

3.3.1 Design. Design-Builder shall complete the Final Construction Documents not later than _________ Days after the Date of Commencement of Design.

3.3.2 Construction. Design-Builder shall achieve Actual Completion of the entire Work not later than ________ Days after the Date of Commencement of Construction.

3.4 LIQUIDATED DAMAGES TO DISTRICT

3.4.1 District Right. District and the Design-Builder acknowledge and agree that if Design-Builder fails to actually complete the Work within the Contract Time for Actual Completion, District will suffer substantial Losses, which would be both extremely difficult and impracticable to ascertain. On that basis they agree, as a reasonable estimate of those Losses and not a penalty, to the payment by Design-Builder of liquidated damages pursuant to this Section 3.4.


September 14, 2010

3.4.2 Daily Rate. If Design-Builder fails to achieve Actual Completion of the entire Work within the Contract Time for Actual Completion, Design-Builder shall pay to District as liquidated damages the amount of Five Hundred Dollars ($500.00) per Day for each Day occurring after the expiration of the Contract Time for Actual Completion for Thirty (30) days and thereafter at the rate of One Thousand Dollars ($1,000.00) per day until the Design-Builder achieves Actual Completion of the entire Work.

3.4.3 Extensions of Time. Liquidated damages shall not be charged to Design-Builder for Delays to Actual Completion for which the Design-Builder is entitled under the Contract Documents to receive a Contract Adjustment to the Contract Time for Actual Completion.

3.4.4 Partial Completion. Liquidated damages shall not be reduced or apportioned for Actual Completion of portions of the Work prior to Actual Completion of the entirety of the Work.

3.4.5 Remedies. District may deduct such liquidated damages as are payable hereunder from money due or to become due to Design-Builder, or pursue any other legal remedy to collect such liquidated damages from Design-Builder and/or its Surety.

3.4.6 Not a Limitation. District’s rights under this Section 3.4 shall not be interpreted as precluding or limiting: (1) any right or remedy of District arising from an Event of Design-Builder Default other than a failure to Actually Complete the Work within the Contract Time; or (2) District’s right to order an acceleration, at Design-Builder’s Own Expense, of performance of the Work to overcome Delay, including, without limitation, a Delay for which District has the right to assess liquidated damages.

ARTICLE 4

CONTRACT SUM 4.1 CONTRACT SUM

4.1.1 Total Compensation. District shall pay the Design-Builder in current funds for the Design-Builder’s complete performance of the Work in accordance with the Contract Documents the Contract Sum of _______________ Dollars ($_________).

4.1.2 Design Fee. The Contract Price includes a Design Fee of _______________ Dollars ($_________). The sole purpose of the Design Fee is to determine: (1) the Design-Builder Amount for purposes of calculating the compensation District is obligated to pay to Design-Builder under Article 14 of the General Conditions in the event the Design-Build Contract is terminated, by either District or Design-Builder, for cause or convenience, prior to commencement of any physical construction at the Site; and (2) the amount that the Design-Builder is entitled pursuant to Paragraph 9.4.1 of the General Conditions to include in its Applications for Payment seeking Progress Payments.

4.1.3 Adjustments. The Contract Sum is only subject to adjustment as permitted by the General Conditions for Contract Adjustments due to Compensable Changes, Deleted Work or Compensable Delay.

4.1.3 All-Inclusive Price. The Contract Sum is the total amount payable by District to Design-Builder for performance of the Work under the Contract Documents and is deemed to cover all Losses arising out of or related to the performance of the Work, including, without limitation, the effects of natural elements upon the Work, unforeseen difficulties or obstructions affecting the performance of the Work (including, without limitation, unforeseen conditions at the Site that do not constitute Differing Site Conditions) and fluctuations in market conditions and price escalations (whether occurring locally, nationally or internationally) from any cause, including, without limitation, causes beyond the control or foreseeability of the Design-Builder or its Subcontractors or Subconsultants, of anyTier.


September 14, 2010

4.2 ALTERNATES

The Contract Sum is based upon the following Alternates described in the RFP Documents, which are hereby accepted by the District:

Number Description Dollar Amount

4.3 UNIT PRICES

The following unit prices are agreed to by the Design-Builder and District:

Description Measurement Unit Dollar Amount

4.4 ALLOWANCES The following Allowances are included in the Work and Contract Sum:

Description Materials Only/Labor and Materials (indicate which)

Dollar Amount

ARTICLE 5

ENUMERATION OF CONTRACT DOCUMENTS 5.1 LIST OF CONTRACT DOCUMENTS The Contract Documents, include, without limitation, the following:

5.1.1 Project Criteria. The Contract Documents included the Project Criteria are set forth in the RFP Documents.

5.1.2 RFP Documents, Design-Builder Proposal, Best and Final Offer. The Contract Documents include (1) the RFP Documents and (2) either (a) if no Best and Final Offers have been submitted, the Design-Builder Proposal or (b) if Best and Final Offers have been submitted, the Design-Builder’s last-submitted Best and Final Offer, including, in the case of a Best and Final Offer that is an amendment to a Design-Builder Proposal, any portion of the Design-Builder’s Proposal expressly stated to be a part of the Design-Builder’s Best and Final Offer; provided, however, that, with the exception of Approved Deviations, the Contract Documents shall not include any portion of the Design-Builder Proposal or a Best and Final Offer that deviates from the Project Criteria.

5.1.3 Design-Build Contract. The Contract Documents include this executed Design-Build Contract between District and Design-Builder.

5.1.4 General Conditions. The Contract Documents include the General Conditions to the Design-Build Contract.


September 14, 2010

5.1.5 General Requirements, Supplemental and Special Conditions. The Contract Documents include the following General Requirements and Supplemental and Special Conditions:

Document Title Date Pages

5.1.6 Final Construction Documents. The Contract Documents include the Final Controls Design Drawings prepared by the Design-Builder and its Subconsultants and approved by the District in accordance with the terms of the Contract Documents; provided, however, that, the Contract Documents shall not include any portion of the Final Construction Documents that deviates from the Project Criteria.

5.1.7 Addenda. The Contract Documents include the Addenda listed below:

Addendum Number Date Pages

5.1.8 Reference Documents. The Contract Documents include the following Reference Documents:

Document Title Date Pages

5.1.9 Not Used

5.1.10 Not Used

5.1.11 Not Used

IN WITNESS WHEREOF, District and Design Builder have caused this Agreement to be signed as of the day and year first above written.

LOS RIOS COMMUNITY COLLEGE DISTRICT By: _____________________________________ Title: ________________________________

DESIGN-BUILDER _______________________, a __________ By: ____________________________________ Title: _______________________________

(If signature is by other than the sole proprietor, general partner, or corporate officers, attach an original Power of Attorney.)


September 14, 2010

ESCROW AGREEMENT FOR SECURITY DEPOSITS

IN LIEU OF RETENTION THIS ESCROW AGREEMENT made this ___________day of ____________, 20__, is entered into by and between Los Rios Community College District 1919 Spanos Court Sacramento, CA 95825 hereinafter called “District” and hereinafter called “Design-Builder” and Bank of Sacramento 1750 Howe Avenue, Suite 100 Sacramento, CA 95825 (916) 648-2785 hereinafter called “Escrow Agent”. For the consideration hereinafter set forth, the District, Design-Builder, and The Bank of Sacramento agree as follows: (1) Pursuant to Section 22300 of the Public Contract Code of the State of California, Design-Builder has the option to deposit securities with The Bank of Sacramento as a substitute for retention earnings required to be withheld by District pursuant to the Construction Contract entered into between the District and Design-Builder for the ______________________________________________________________________ (Project Name) in the amount of __________________________________Dollars ($______________) dated _____________________________ (hereinafter referred to as the "Contract"). Alternatively, on written request of the Design-Builder, the District shall make payments of the retention earning directly to the Bank of Sacramento. When Design-Builder deposits the securities as a substitute for Contract earnings, the Bank of Sacramento shall notify the District in the form of Exhibit 'A' within ten days of the deposit. The market value of the securities at the time of the substitution shall be at least equal to the cash amount then required to be withheld as retention under the terms of the Contract between the District and Design-Builder. Securities shall be held in the name of Los Rios Community College District, and shall designate the Design-Builder as the beneficial District.


September 14, 2010

(2) The District shall make progress payments to the Design-Builder for such funds which otherwise would be withheld from progress payments pursuant to the Contract provisions, provided that the Bank of Sacramento holds securities in the form and amount specified above. (3) When the District makes payment of retentions earned directly to the Bank of Sacramento, the Bank of Sacramento shall hold them for the benefit of the Design-Builder until the time that the escrow created under this contract is terminated. The Design-Builder may direct the investment of the payments into securities. All terms and conditions of this agreement and the right and responsibilities of the parties shall be equally applicable and binding when the District pays the Bank of Sacramento directly. (4) Design-Builder shall be responsible for paying all fees for the expenses incurred by the Bank of Sacramento in administering the escrow account and all expenses of the District. These expenses and payment terms shall be determined by the District, Design-Builder and the Bank of Sacramento. (5) The interest earned on the securities or the money market accounts held in escrow and all interest earned on that interest shall be for the sole account of Design-Builder and shall be subject to withdrawal by Design-Builder at any time and from time to time without notice to the District. (6) Design-Builder shall have the right to withdraw all or any part of the principal in the Escrow Account only by written notice to the Bank of Sacramento accompanied by written authorization from District to the Bank of Sacramento that District consents to the withdrawal of the amount sought to be withdrawn by Design-Builder. (7) The District shall have a right to draw upon the securities in the event of default by the Design-Builder. Upon seven days' written notice in the form of "Exhibit C" to the Bank of Sacramento from the District of the default, the Bank of Sacramento shall immediately convert the securities to cash and shall distribute the cash as instructed by the District. (8) Upon receipt of written notification from the District in the form of Exhibit 'B' certifying that the Contract is final and complete, and that the Design-Builder has complied with all requirements and procedures applicable to the Contract, The Bank of Sacramento shall release to Design-Builder 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) The Bank of Sacramento shall rely on the written notifications from the District and the Design-Builder pursuant to Sections (5) to (8), inclusive, of this agreement and the District and Design-Builder shall hold the Bank of Sacramento harmless from the Bank of Sacramento’s release and disbursement of the securities and interest as set forth above. (10) The names of the persons who are authorized to give written notice or to receive written notice on behalf of the District and on behalf of Design-Builder in connection with the foregoing, and exemplars of their respective signatures are as follows:


September 14, 2010

On behalf of District: On behalf of Design-Builder: _______________________________ ________________________________ Title Title _______________________________ ________________________________ Name Name _______________________________ ________________________________ Signature Signature ________________________________ ________________________________ Address Address On behalf of the Bank of Sacramento: __________________________________________ Escrow No. _____________ Title __________________________________________ Name ___________________________________________ Signature ___________________________________________ Address ___________________________________________ Phone Number ___________________________________________ Escrow Account Number At the time the Escrow Account is opened, the District and Design-Builder shall deliver to the Bank of Sacramento a fully executed counterpart of this Agreement.


September 14, 2010

IN WITNESS WHEREOF, the parties have executed this Agreement by their proper officers on the date first set forth above. District Design-Builder _______________________________ ________________________________ Title Title _______________________________ ________________________________ Name Name ______________________________ ________________________________ Signature Signature


September 14, 2010

EXHIBIT A CERTIFICATION OF DEPOSIT OF SECURITIES Bank of Sacramento as Escrow Agent in that certain Escrow Agreement for Deposit of Securities in Lieu of Cash Retention on Public Works Project between the Los Rios Community College District, a political subdivision of the State of California (referred to as District) and ______________________________________________________________, (referred to as Design-Builder) and Bank of Sacramento (referred to as Escrow Agent), dated __________________________, hereby certifies to the District that the said Escrow Agent has received from the specified Design-Builder, securities eligible for investment under Section 22300 of the Public Contract Code having a value of not less than __________________________________________________________ Dollars ($___________________) The said Escrow Agent agrees to hold said Design-Builder securities until such time as the said Escrow Agent has received notification from the District that the construction contract has been accepted and the Escrow Agent is authorized to release the securities. The Escrow Agent further certifies that upon written demand by the District, the Escrow Agent shall cause sufficient securities to be sold from those so deposited by the said Design-Builder and shall pay to the District the amount specified in the demand, provided such demand does not exceed the amount specified as the minimum value of the securities herein. Date: ______________________, at ________________________________________, California Bank of Sacramento By ___________________________________________________________________________


September 14, 2010

EXHIBIT B To: Escrow Agent Re: AUTHORIZATION TO RELEASE SECURITIES DEPOSITED BY DESIGN-BUILDER You, as Escrow Agent in that certain Agreement for Deposit of Securities in Lieu of Cash Retention on Public Works Project between the Los Rios Community College District, a political subdivision of the State of California (referred to as District) and __________________________________________________________ (referred to as Design-Builder), and Bank of Sacramento (referred to as Escrow Agent) dated are hereby authorized to release to the aforesaid escrow agreement, except that you shall be required to retain as security and pursuant to the terms of the said escrow agreement securities having a value of not less than__________ ____________________________________Dollars ($____________________), until such time as you may be further notified by the District as to further release or as to sale. Dated: ____________________________________ Los Rios Community College District a political subdivision of the State of California By _______________________________________________ Vice Chancellor


September 14, 2010

EXHIBIT C NOTIFICATION OF FAILURE OF PERFORMANCE DEMAND FOR SALE OF SECURITIES AND DEMAND FOR PAYMENT You, as Escrow Agent in that certain Escrow Agreement for Deposit of Securities in Lieu of Cash Retention on Public Works Project between the Los Rios Community College District, a political subdivision of the State of California (referred to as District) and ___________________________________________________________ (referred to as Design-Builder), and Bank of Sacramento (referred to as Escrow Agent) dated________________ are hereby notified that the said Design-Builder has failed to perform all or part of that certain construction contract described in the said escrow agreement after having been given written notice of lack of performance. You are hereby directed to cause to be sold securities deposited by the said Design-Builder with you and in accordance with the escrow agreement, said securities having a minimum value of____________________________________Dollars ($_________________), and to deliver forthwith to the District the sum of ______________________________________________Dollars ($________________). Any remaining securities deposited pursuant to the terms of the said escrow agreement shall be retained by you pursuant to further written notice by the District. Dated: ___________________________________ Los Rios Community College District a political subdivision of the State of California By________________________________ Vice Chancellor


September 14, 2010

EXHIBIT D PROJECT NAME:_________________________________________________ DESIGN-BUILDER:__________________________________________________ PROJECT NUMBER:______________________________________________ APPLICATION NUMBER:___________________________________________ CERTIFICATION OF CURRENT MARKET VALUE OF SECURITIES IN ESCROW IN LIEU OF RETENTION As of ______________________________________________, 20___ (not earlier than five (5) days prior to the date of the Application for Payment of which this certification is a part), the aggregate market value of securities on deposit in Escrow Account No. _____________________________ with Bank of Sacramento_______________________ (Escrow Agent) is ____________________________________________Dollars ($___________________). Bank of Sacramento ________________________________________ (Escrow Agent) (Design-Builder) By:______________________________ By: _____________________________________ (Name) (Name) ________________________________ _______________________________________ (Title) (Title) Date: ____________________________ Date: _________________________________ Note: Notary acknowledgment for Design-Builder and Escrow Agent must be attached.

RFQ# 15023 District EMS Upgrade & Integration

Rev: May 19, 2010 General Conditions

i

GENERAL CONDITIONS DESIGN-BUILD CONTRACT INDEX TO GENERAL CONDITIONS:

ARTICLE NO. PAGE #

1. BASIC DEFINITIONS .................................................................................................................... 1 1.1 Applicable Laws ....................................................................................................................... 1 1.2 Approved Deviation ................................................................................................................. 1 1.3 Architect ................................................................................................................................... 1 1.4 Best and Final Offer ................................................................................................................. 1 1.5 Change Order .......................................................................................................................... 1 1.6 Claim ....................................................................................................................................... 1 1.7 Close-Out Documents ............................................................................................................. 1 1.8 Compensable Delay ................................................................................................................ 1 1.9 Construction Change Directive ................................................................................................ 1 1.10 Construction Documents ....................................................................................................... 1 1.11 Contract ................................................................................................................................. 1 1.12 Contract Adjustment .............................................................................................................. 1 1.13 Contract Documents .............................................................................................................. 2 1.14 Contract Sum ......................................................................................................................... 2 1.15 Contract Time ........................................................................................................................ 2 1.16 Contractor .............................................................................................................................. 2 1.17 DSA ....................................................................................................................................... 2 1.18 Date of Commencement of Construction ............................................................................... 2 1.19 Date of Commencement of Design ........................................................................................ 2 1.20 Day ........................................................................................................................................ 2 1.21 Defective Work ...................................................................................................................... 2 1.22 Deleted Work ......................................................................................................................... 2 1.23 Design-Build Entity ................................................................................................................ 2 1.24 Design-Build Entity Member .................................................................................................. 2 1.25 Design-Build Team ................................................................................................................ 3 1.26 Design-Builder ....................................................................................................................... 3 1.27 Design-Builder Proposal or Proposal ..................................................................................... 3 1.28 Design Documents ................................................................................................................ 3 1.29 District, LRCCD and Owner ................................................................................................... 3 1.30 Design Intent ......................................................................................................................... 3 1.31 Design Deficiency .................................................................................................................. 3 1.32 Disability Laws ....................................................................................................................... 4 1.33 Drawings ................................................................................................................................ 4 1.34 Environmental Laws .............................................................................................................. 4 1.35 Existing Improvements .......................................................................................................... 4 1.36 Extra Work ............................................................................................................................. 4 1.37 Field Order ............................................................................................................................. 5 1.38 Final Completion or Finally Complete .................................................................................... 5 1.39 Final Proposal Submission Date ............................................................................................ 5 1.40 Final Construction Documents ............................................................................................... 5 1.41 Governmental Authority ......................................................................................................... 5 1.42 Hazardous Substance ........................................................................................................... 6 1.43 Intellectual Property Rights .................................................................................................... 6 1.44 Loss or Losses ...................................................................................................................... 6 1.45 Notice to Proceed with Construction ...................................................................................... 6



ii

GENERAL CONDITIONS DESIGN-BUILD CONTRACT INDEX TO GENERAL CONDITIONS:

ARTICLE NO. PAGE #

1.46 Notice to Proceed with Design ............................................................................................... 6 1.47 Post-Award Submittals ......................................................................................................... 6 1.48 Product Data .......................................................................................................................... 6 1.49 Project ................................................................................................................................... 6 1.50 Project Criteria ....................................................................................................................... 6 1.51 Project Documents ................................................................................................................ 6 1.52 RFP Addendum ..................................................................................................................... 6 1.53 RFP Documents .................................................................................................................... 7 1.54 Record Documents ................................................................................................................ 7 1.55 Record Drawings and Specifications ..................................................................................... 7 1.56 Reference Document ............................................................................................................. 7 1.57 Samples ................................................................................................................................. 7 1.58 Separate Contractor .............................................................................................................. 7 1.59 Shop Drawing ........................................................................................................................ 7 1.60 Site ........................................................................................................................................ 7 1.61 Specifications ........................................................................................................................ 7 1.62 Submittal ................................................................................................................................ 7 1.63 Sustainable Building Guidelines ............................................................................................ 7 1.64 Unilateral Change Order ........................................................................................................ 7 1.65 Work ...................................................................................................................................... 8 2. CONTRACT DOCUMENTS ........................................................................................................... 8 3. SITE CONDITIONS ....................................................................................................................... 9 3.1 Notice ...................................................................................................................................... 9 3.2 Investigation ............................................................................................................................ 9 3.3 Dispute .................................................................................................................................... 9 3.4 Obligations ............................................................................................................................... 9 4. CONTRACT BONDS ..................................................................................................................... 9 4.1 Faithful Performance Bond ...................................................................................................... 9 4.2 Payment Bond ......................................................................................................................... 9 4.3 Stop Notice Release Bond ..................................................................................................... 10 4.4 Required Documents ............................................................................................................. 10 5. NOTIFICATION OF SURETY COMPANIES ............................................................................... 10 6. INSURANCE ............................................................................................................................... 10 7. PRE-CONSTRUCTION CONFERENCE ..................................................................................... 12 8. DESIGN-BUILDER REQUIREMENTS AND RESPONSIBILITIES .............................................. 12

8.1 Design-Builder Status ......................................................................................................... 12 8.2 Design Responsibilities ....................................................................................................... 13 8.3 Supervision and Construction Procedures ......................................................................... 18 8.4 Labor, Materials and Equipment ......................................................................................... 18 8.5 Design-Builder’s Warranty .................................................................................................. 20 8.6 Taxes .................................................................................................................................. 22 8.7 Permits, Fees And Notices ................................................................................................. 23 8.8 Design-Builder’s Personnel ................................................................................................ 23 8.9 Design-Build Schedule ....................................................................................................... 24 8.10 Reporting, Progress Meetings, Documents and Samples at the Site .................................. 27 8.11 Shop Drawings, Product Data and Samples........................................................................ 29 8.12 Use of Site ........................................................................................................................... 31



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INDEX TO GENERAL CONDITIONS (CONTINUED):

ARTICLE PAGE # 8.13 Cutting and Patching ........................................................................................................... 33 8.14 Utilities and Sanitary Facilities ............................................................................................. 33 8.15 Cleaning Up ......................................................................................................................... 34 8.16 Access to the Work .............................................................................................................. 35 8.17 Intellectual Property Rights .................................................................................................. 35 8.18 Indemnification .................................................................................................................... 35 8.19 Ownership and Use of Documents ...................................................................................... 37

9. DATE OF COMMENCEMENT; PAYMENTS; COMPLETION ..................................................... 38 9.0 Date of Commencement ...................................................................................................... 38 9.1 Payments by District ............................................................................................................ 38 9.2 Applications for Payment ..................................................................................................... 39 9.3 Schedule of Values .............................................................................................................. 40 9.4 Progress Payment ............................................................................................................... 40 9.5 Approval/Rejection of Application For Payment .................................................................. 42 9.6 Withholding of Certification Or Payment .............................................................................. 42 9.7 Payments by Design-Builder ............................................................................................... 44 9.8 Reserved ............................................................................................................................. 45 9.9 Substitution of Securities for Retention ............................................................................... 45 9.10 Final Payment ..................................................................................................................... 46 9.11 Closeout Procedures ........................................................................................................... 47 9.12 Closeout Submittals ............................................................................................................. 47

10. PROGRESS SCHEDULE ............................................................................................................ 47 11. RESPONSIBILITY FOR ACCURACY ......................................................................................... 47 12. EFFECT OF INSPECTION OR USE ........................................................................................... 47 13. INSPECTION ............................................................................................................................... 47 13.1 Notice .................................................................................................................................. 47 13.2 Nonconforming Work ........................................................................................................... 47 14. USE OF COMPLETED PORTIONS ............................................................................................ 48 15. MEANS AND METHODS ............................................................................................................ 48 16. LIQUIDATED DAMAGES FOR DELAY ....................................................................................... 48 17. EFFECT OF EXTENSION OF TIME ........................................................................................... 48 18. CLAIMS ....................................................................................................................................... 48 18.1 Submission .......................................................................................................................... 48 18.2 Deadline for Submission ...................................................................................................... 49 18.3 Submission Before Final Payment ....................................................................................... 49 18.4 Failure to Provide Notice ..................................................................................................... 49 18.5 Weather ............................................................................................................................... 49 18.6 Definitions ............................................................................................................................ 49 18.7 Delay Calculation ................................................................................................................. 49 18.8 Change Orders Contemplated ............................................................................................. 50 18.9 Full Compensation ............................................................................................................... 50 18.10 Records of Actual Cost ...................................................................................................... 50 18.11 Sole and Exclusive Remedy ............................................................................................. 51 19. FALSE CLAIMS ........................................................................................................................... 51 19.1 Government Code Sections 12650 et seq. .......................................................................... 51 19.2 Certification .......................................................................................................................... 51 19.3 Condition Precedent ............................................................................................................ 52



iv

INDEX TO GENERAL CONDITIONS (CONTINUED): ARTICLE PAGE # 20. CHANGES ................................................................................................................................... 52 20.1 Lump Sum Price .................................................................................................................. 52 20.2 Unit Prices ........................................................................................................................... 52 20.3 Force Account ..................................................................................................................... 52 20.4 Profit and Overhead............................................................................................................. 53 20.5 Total Amount ....................................................................................................................... 53 20.6 Additional Design Services .................................................................................................. 53 20.7 Full Compensation ............................................................................................................... 53 20.8 Amount of Payment ............................................................................................................. 53 21. PAYMENTS ................................................................................................................................. 53 22. COST AND PRICING DATA ........................................................................................................ 54 23. PROCEED WITH WORK ............................................................................................................. 54 24. ACCESS TO RECORDS ............................................................................................................. 54 24.1 Scope .................................................................................................................................. 54 24.2 Remedies ............................................................................................................................ 54 24.3 Subcontractors .................................................................................................................... 54 25. RESERVED ................................................................................................................................. 54 26. TERMINATION OF UNSATISFACTORY SUBCONTRACTS ...................................................... 54 27. TEMPORARY SUSPENSION OF WORK ................................................................................... 54

27.1 Design-Builder’s Failure ....................................................................................................... 55 28. TERMINATION OF DESIGN-BUILDER’S CONTROL OVER THE WORK ................................. 55 28.1 Bankruptcy, Assignment for Benefit of Creditor, Receiver ................................................... 55 28.2 Completion of Work ............................................................................................................. 55 28.3 Surety Obligations ............................................................................................................... 55 28.4 Payments After Termination ................................................................................................ 55 28.5 Termination for Convenience ............................................................................................... 56 28.6 Termination Without Cause ................................................................................................. 56 29. FINAL INSPECTION, FIELD ACCEPTANCE, AND ACCEPTANCE ........................................... 56 30. COMPLIANCE WITH LAWS AND REGULATIONS .................................................................... 56 30.1 Hours of Labor ..................................................................................................................... 56 30.2 Night Work ........................................................................................................................... 57 30.3 Prevailing Wage .................................................................................................................. 57 30.4 Penalty ................................................................................................................................. 57 30.5 Labor Discrimination ............................................................................................................ 57 30.6 Apprentices .......................................................................................................................... 57 30.7 Workers’ Compensation ...................................................................................................... 57 30.8 Certification .......................................................................................................................... 57 30.9 Use of Pesticides ................................................................................................................. 57 30.10 Payroll Records ................................................................................................................. 58 30.11 Inspection .......................................................................................................................... 58 30.12 Public Inspection ............................................................................................................... 58 30.13 Deductions ........................................................................................................................ 58 30.14 Noncompliance .................................................................................................................. 59 30.15 Advisements ...................................................................................................................... 59 30.16 Deductions ......................................................................................................................... 59 30.17 Ineligible Subcontractors ................................................................................................... 59 30.18 Labor Compliance Program ............................................................................................... 59 31. PROTECTION OF DISTRICT AGAINST PATENT CLAIMS ....................................................... 59 32. PROTECTION OF WORKERS .................................................................................................... 59



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INDEX TO GENERAL CONDITIONS (CONTINUED): ARTICLE PAGE # 33. PROTECTION OF MATERIALS AND EQUIPMENT ................................................................... 60 33.1 Temporary Structures .......................................................................................................... 60 33.2 Dewatering .......................................................................................................................... 60 33.3 Responsibilities .................................................................................................................... 60 33.4 Shoring, Bracing or Underpinning ........................................................................................ 60 33.5 Weather-tight Enclosures .................................................................................................... 60 34. COOPERATION WITH OTHERS ................................................................................................ 60 35. AIR POLLUTION CONTROL ....................................................................................................... 60 36. WATER POLLUTION ................................................................................................................. 61 37. SOUND CONTROL REQUIREMENTS ....................................................................................... 61 38. UNFAVORABLE WEATHER AND OTHER CONDITIONS ......................................................... 61 39. WEEKEND, HOLIDAY, AND NIGHT WORK ............................................................................... 61 40. OVERLOADING .......................................................................................................................... 61 41. SUBCONTRACTING AND ASSIGNMENT .................................................................................. 61 42. NONRECOGNITION OF SUBCONTRACTORS ......................................................................... 61 43. LANDS AND RIGHTS OF WAY .................................................................................................. 62 44. LIABILITY OF DISTRICT OFFICIALS ......................................................................................... 62 45. DESIGN-BUILDER NOT AN AGENT OF THE DISTRICT ........................................................... 62 46. THIRD-PARTY CLAIMS .............................................................................................................. 62 47. ASSIGNMENT OF ANTITRUST ACTIONS ................................................................................. 62 48. LEGAL ADDRESS OF THE DESIGN-BUILDER ......................................................................... 62 49. PROPERTY RIGHTS IN MATERIAL ........................................................................................... 62 50. DESIGN-BUILDER’S EQUIPMENT ............................................................................................. 62 51. MISCELLANEOUS PROVISIONS ............................................................................................... 63 52. PUBLIC CONTRACT CODE SECTION 20104, ET SEQ ............................................................ 63

DESIGN-BUILD MASTER GENERAL CONDITIONS May 19 , 2010

General Conditions Rev: May 19, 2010 Page 1 of 65

GENERAL CONDITIONS 1. BASIC DEFINITIONS:

1.1 Applicable Laws. The term “Applicable Laws” means all statutes, ordinances, rules, regulations, policies and guidelines enacted by Governmental Authorities (including, without limitation, Environmental Laws and Disability Laws), codes adopted or promulgated by Governmental Authorities (including, without limitation, building and health and safety codes), lawful orders of Governmental Authorities and common law, including, but not limited to, principles of equity applied by the courts of the State of California, which are in effect at the time the Work is performed.

1.2 Approved Deviation. The term “Approved Deviation” means a deviation from the requirements of the Project Criteria, RFP Documents, Design-Build Contract or General Conditions that is either: (1) set forth in an RFP Addendum or (2) contained in Construction Documents prepared by Design-Builder and approved by or on behalf of District in the manner provided for in Article 8.2.5.

1.3 Architect. The term "Architect" or “Architect of Record” means the design professional who is part of the Design-Build Team who assumes the responsibility for the architectural design of the Project.

1.4 Best and Final Offer. The term “Best and Final Offer” or “BAFO” means an offer submitted by a Proposer, after submission of its Design-Builder Proposal, in response to a request by District for the final terms on which the Proposer will, if it receives the award, enter into the Design-Build Contract.

1.5 Change Order. The term "Change Order" shall refer to a written agreement in the form included in these

Contract Documents, signed by the District, Construction Manager (if any), Deputy Chancellor, and Design-Builder, modifying the Contract.

1.6 Claim. The term "Claim" means claims as defined in Article 18.

1.7 Close-Out Documents. The term “Close-Out Documents” means all Record Documents, warranties,

guarantees, technical information, operations manuals, replacement parts, excess and attic stock and other documents (including, without limitation, electronic versions and hard copies) and things required to be submitted by Design-Builder under the Contract Documents as a condition of Final Completion or Final Payment.

1.8 Compensable Delay. The term “Compensable Delay” means a delay as specified in Paragraph 18.6.2. 1.9 Construction Change Directive. The term "Construction Change Directive" (C.C.D.) shall refer to a written

directive, signed by District, directing Design-Builder to perform and/or omit certain work as specified within the Construction Change Directive. The Design-Builder shall promptly comply with the Construction Change Directive and promptly perform and/or omit the work specified in the Construction Change Directive.

1.10 Construction Documents. The term “Construction Documents” means all versions (in-progress and completed) of the Drawings and Specifications described in the standards set forth in the RFP Documents governing submission by Design-Builder of Construction Documents to the District for their review and approval as comprising the “Construction Documents” for the Project, including, without limitation, the Final Construction Documents.

1.11 Contract. The term "Contract" means the Contract Documents.

1.12 Contract Adjustment. The term “Contract Adjustment” means an adjustment, additive or deductive, to the

Contract Sum or Contract Time that is permitted by the Contract Documents on the grounds of circumstances (a) of a change for which additional compensation is required under the Contract Documents; (b) Compensable Delay or (c)


General Conditions Page 2 of 65 Rev: May 19, 2010

Deleted Work. 1.13 Contract Documents. The term "Contract Documents" means the documents listed in Article 2, Contract

Documents, of these General Conditions, and identified as Contract Documents. 1.14 Contract Sum. The term "Contract Sum" means the total compensation specified in the Contract. The

Contract Sum may be adjusted by Change Order. 1.15 Contract Time. The term "Contract Time" means the total number of Days set forth in the Request For

Proposal Documents and Design-Build Contract within which Design-Builder must achieve: (1) completion of the Final Construction Documents, and (2) Actual Completion of the Work, as extended or shortened by Contract Adjustments.

1.16 Contractor. The term "Contractor" is interchangeable with the term “Design-Builder” and means the person

or entity identified as such in the Contract, or its authorized representative.

1.17 DSA. The term “DSA” means the State of California, Division of State Architect.

1.18 Date of Commencement of Construction. The term “Date of Commencement of Construction” means the starting date set forth in the Notice to Proceed with Construction, which shall be no earlier than the first working day following issuance of the Notice to Proceed with Construction, from which is measured the Contract Time for Final Completion of the Work. If no Notice to Proceed with Construction is issued, then the Date of Commencement of Construction shall be the date that the Design-Builder actually commences Work at the Site.

1.19 Date of Commencement of Design. The term “Date of Commencement of Design” means the starting date set forth in the Notice to Proceed with Design, which shall be no earlier than the first working day following issuance of the Notice to Proceed with Design, from which is measured the Contract Time for completion of the Final Construction Documents. If no Notice to Proceed with Design is issued, then the Date of Commencement of Design shall be the date that the Design-Builder actually commences performance of the design portion of the Work following issuance by District of the Notice of Intent to Award.

1.20 Day. The term “Day” means “calendar day” unless otherwise specified.

1.21 Defective Work. The term “Defective Work” means Work by Design-Builder or its subcontractors or

subconsultants that contains, includes or constitutes: (1) a Design Deficiency; or (2) materials, equipment, labor, workmanship, construction services or other construction performed or provided by the Design-Builder or a subcontractor or subconsultant that is (a) faulty, omitted, incomplete, or deficient, or (b) does not conform to Applicable Laws, the Contract Documents, or the requirements of any inspection, reference standard, test, code or approval specified in the Contract Documents.

1.22 Deleted Work. The term “Deleted Work” means Work that is eliminated or its scope or cost reduced pursuant to a Change Order or Unilateral Change Order.

1.23 Design-Build Entity. The term “Design-Build Entity” means a design-build entity as defined by California

Education Code §81701 (c). 1.24 Design-Build Entity Member. The term “Design-Build Entity Member” means any and all of the

individuals, corporations, partnerships, joint ventures or other associations of persons or entities that holds an ownership interest in, or that shares in the profits and losses of, a Design-Build Entity. If a Design-Build Entity Member is itself a partnership, joint venture or other association of persons or entities, then the term Design-Build Entity Member also means and includes any and all of the individuals, corporations, partnerships, joint ventures or



other associations of persons or entities that holds an ownership interest in, or that shares in the profits and losses of, such Design-Build Entity Member.

1.25 Design-Build Team. The term “Design-Build Team” means the following person or entities proposed by an Applicant in its Pre-Qualification Submittal as the design-build team that Applicant is requesting be pre-qualified by District: (1) Applicant; (2) General Contractor; (3) Architect of Record; (4) Principal Engineer(s); and (5) Proposed subcontractors.

1.26 Design-Builder. The term “Design-Builder” means the person or entity under contract with the District pursuant to the Design-Build Contract to design and construct the Work.

1.27 Design-Builder Proposal or Proposal. The term “Design-Builder Proposal” or “Proposal” means the combined price and technical proposal (including, without limitation, any other documents, models and renderings required by the RFP Documents to be submitted with the Design-Builder Proposal) initially submitted by the Proposer in response to the Request for Proposals.

1.28 Design Documents. The term “Design Documents” means all originals, copies and drafts of plans, drawings, tracings, specifications, programs, reports, calculations, presentation materials, models and other writings or materials containing designs, specifications or engineering information prepared by Design-Builder or its subconsultants or subcontractors including, without limitation, computer aided design materials, electronic data files, and paper copies.

1.29 District, LRCCD and Owner. The term "District,” “LRCCD” and/or "Owner” means the Los Rios

Community College District, its trustees, officers, employees, Construction Managers, District Project Manager, and Authorized Representatives.

1.30 Design Intent. The term “Design Intent” means carrying out the intent of the District’s program requirements and objectives for the Project as described through the District’s Project Criteria including but not limited to use, space, price, time, site and expandability requirements as well as submittal requirements and other requirements governing Design-Builder’s performance of the Work (see Attachment 2 to RFP documents).

1.31 Design Deficiency. The term “Design Deficiency” means:

1.31.1 information contained in the Construction Documents, an Approved Deviation or a Submittal that:

(1) constitutes a design, engineering or other technical error, (2) violates an Applicable Law in effect at the time such information was first prepared, (3) violates an Applicable Law enacted after the time such information was first prepared

but before the Project is Complete and that Design-Builder fails promptly after such enactment to correct to conform to such Applicable Law,

(4) conflicts or lacks coordination with information contained in another part of the

Contract Documents, or

(5) at the time such information was prepared conflicted or lacked coordination with other information relating to the Project, Work, Site or Existing Improvements that was either known to Design-Builder or that Design-Builder should have known in the performance of an obligation assumed by Design-Builder under the RFP Documents, Design-Build Contract or General Conditions; or



1.31.2 an omission in the Construction Documents, an Approved Deviation or a Submittal that, in

some material respect, renders one or more of the details, elements or parts of the Construction Documents, the Approved Deviation or the Submittal materially misleading or materially incomplete; or

1.31.3 information or an omission, not within the definitions of Design Deficiency set forth above, in an Approved Deviation that when incorporated into the construction of the Work renders some other portion of the Work unsuitable to satisfy a portion or all of the requirements of the Project Criteria, other Approved Deviations or the Design Intent, unless Design-Builder has fully informed District in writing at the time Design-Builder requested approval of such information or omission as an Approved Deviation that such approval may result in rendering some other portion of the Work unsuitable to satisfy a portion or all of the requirements of the Project Criteria, other Approved Deviations or the Design Intent.

1.32 Disability Laws. The term “Disability Laws” means all applicable federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any Government Authority, which regulate, relate to, or impose liability or standards of conduct with respect to, or accessibility for, persons with disabilities, including, without limitation, the Americans With Disabilities Act (42 U.S.C. §§ 12101, et seq.) and the Fair Housing Amendments Act of 1988 (42 U.S.C. §§ 3604 et seq.).

1.33 Drawings. The term “Drawings” means the graphic and pictorial portions of the Project Criteria or Construction Documents which show the design, location and dimensions of the Work, including plans, elevations, details, schedules and diagrams. The term "Drawings" is used interchangeably with “Plans.”

1.34 Environmental Laws. The term “Environmental Laws” means all applicable federal, state, local or municipal laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirements of any Governmental Authority, which regulate, relate to, or impose liability or standards of conduct concerning any Hazardous Substance (including, without limitation, the use, handling, transportation, production, disposal, discharge or storage thereof), occupational or environmental conditions on, under, or about the Site or Existing Improvements (including, without limitation, soil, groundwater, and indoor and ambient air conditions), or occupational health or industrial hygiene (but only to the extent related to Hazardous Substances on, under, or about the Site or Existing Improvements), as now or may at any later time be in effect, including without limitation, the Comprehensive Environmental Response, Compensation and Liability Act of 1980 [42 U.S.C. §§ 9601 et seq.]; the Resource Conservation and Recovery Act of 1976 [42 U.S.C. §§ 6901 et seq.]; the Clean Water Act (also known as the Federal Water Pollution Control Act) [33 U.S.C. §§ 1251 et seq.]; the Toxic Substances Control Act [15 U.S.C.A. §§ 2601 et seq.]; the Hazardous Substances Transportation Act [49 U.S.C. §§ 1801 et seq.]; the Insecticide, Fungicide, Rodenticide Act [7 U.S.C.A. §§ 136 et seq.]; the Superfund Amendments and Reauthorization Act [42 U.S.C.A. §§ 6901 et seq.]; the Clean Air Act [42 U.S.C. §§ 7401 et seq.]; the Safe Drinking Water Act [42 U.S.C.A. §§ 300f et seq.]; the Solid Waste Disposal Act [42 U.S.C. §§ 6901 et seq.]; the Surface Mining Control and Reclamation Act [30 U.S.C.A. §§ 1201 et seq.]; the Emergency Planning and Community Right to Know Act [42 U.S.C. §§ 11001 et seq.]; the Occupational Safety and Health Act [29 U.S.C. §§ 655 and 657]; the Residential Lead-Based Paint Exposure Act (Title X of the Housing and Community Development Act of 1992) [15 U.S.C.§§ 2681 et seq.]; the Lead-Based Paint Poisoning Prevention Act [42 U.S.C. §§ 4821 et seq.]; and all similar federal, state or local laws, rules, orders, regulations, statutes, ordinances, codes, decrees, or requirement.

1.35 Existing Improvements. The term “Existing Improvements” means all improvements that, as of the Final Proposal Submission Date are located above or below the surface of the ground at the Site, including but not limited to existing buildings, utilities, infrastructure improvements and other facilities.

1.36 Extra Work. The term “Extra Work” means labor, materials, equipment, services or other work, not reasonably inferable by the Design-Builder or its subcontractors or subconsultants from the design and other information set forth in the RFP Documents or Contract Documents, the performance of which requires the



expenditure by the Design-Builder of additional and unforeseen allowable costs of performance. References to Extra Work shall not be interpreted to mean or imply that the Design-Builder is entitled to a Contract Adjustment unless such Extra Work constitutes a change for which additional compensation is required under the Contract Documents.

1.37 Field Order. The term “Field Order” means a written instrument signed in accordance with the Contract Documents that: (1) directs the performance of a change in the Work that does not involve the performance of Extra Work or a Contract Adjustment; (2) directs performance of Work or a Change with respect to which there exists a dispute or question regarding a Contract Adjustment; or (3) establishes a mutually agreed basis for Contract Adjustment under circumstances where performance of the Change needs to proceed in advance of complete substantiation and evaluation of the impact thereof on the Contract Sum or Contract Time.

1.38 Final Completion or Finally Complete. The term “Final Completion” or “Finally Complete” mean the point at which the following conditions have occurred with respect to the entire Work:

1.38.1 the Work is fully completed, including all minor corrective, or "punch list," items;

1.38.2 a permanent or temporary certificate of occupancy (free of any conditions that are the result of a Design Deficiency, an act or omission of the Design-Builder or a subcontractor or subconsultant of any tier constituting negligence, willful misconduct, a violation of an Applicable Law or a failure by Design-Builder to comply with the Contract Documents) for such Work has been obtained;

1.38.3 the Work and the related portions of the Site have been thoroughly cleared of all construction debris and cleaned in accordance with the requirements of the Contract Documents, including, but not necessarily limited to where applicable, the following: removal of temporary protections; removal of marks, stains, fingerprints and other soil and dirt from painted, decorated and natural-finished woodwork and other Work; removal of spots, plaster, soil and paint from ceramic tile, marble and other finished materials; all surfaces, fixtures, cabinet work and equipment are wiped and washed clean and in an undamaged, new condition; all aluminum and other metal surfaces are cleaned in accordance with recommendations of the manufacturer; and all stone, tile and resilient floors are cleaned thoroughly in accordance with manufacturers’ recommendations and buff dried by machine to bring the surfaces to sheen;

1.38.4 all conditions within the control or responsibility of Design-Builder or its subcontractors or subconsultants and pertaining to the Work that are required for the release of District’s obligations (including, but not limited to, release of District’s bond obligations) to Governmental Authorities (including, but not limited to, matters involving grading, flood control, public works, transportation and traffic) have been satisfied; and

1.38.5 acceptance of the Work by District.

1.39 Final Proposal Submission Date. The term “Final Proposal Submission Date” means the later of either (1) the date that a proposer submitted its Design-Builder Proposal; or (2) the date that the proposer submitted its last-submitted Best and Final Offer.

1.40 Final Construction Documents. The term “Final Construction Documents” means the 100% completed and coordinated Construction Documents prepared by Design-Builder that are approved by the District, including any changes and corrections required by Governmental Authorities.

1.41 Governmental Authority. The term “Governmental Authority” means the United States, the State of California, the County of Sacramento, the City in which the Project is located, any other local authority, agency, department, commission, board, bureau, court, judicial or quasi-judicial body, and any legislative or quasi-legislative body, or instrumentality of any of them, which exercises jurisdiction over the Project, Work, Site, Design-Builder or District, including, without limitation, any Governmental Authorities (including, without limitation, DSA) having



jurisdiction to review and approve or reject the Construction Documents, Contract Documents or the Work based on compliance or non-compliance with Applicable Laws.

1.42 Hazardous Substance. The term “Hazardous Substance” means either of the following: (1) any chemical, material or other substance defined as or included within the definition of "hazardous substances," "hazardous wastes," "extremely hazardous substances," "toxic substances," "toxic material," "restricted hazardous waste," "special waste," “contamination” or words of similar import under any Environmental Law, including, without limitation, the following: petroleum (including crude oil or any fraction thereof), asbestos, asbestos-containing materials, polychlorinated biphenyls ("PCBs") and PCB-containing materials, whether or not occurring naturally; or (2) any substance that because of its quantity, concentration or physical or chemical characteristics poses a significant present or potential hazard to human health and safety or to the environment, and which has been determined by any Governmental Authority to be a hazardous waste or hazardous substance.

1.43 Intellectual Property Rights. The term “Intellectual Property Rights” means patent, trademark, trade dress, copyright, industrial design rights, priority rights, and trade secrets.

1.44 Loss or Losses. The term “Loss” or “Losses” mean any and all economic and non-economic injuries, personal injuries, death, losses, costs (including attorneys fees), liabilities, claims, damages, cost escalations, actions, judgments, settlements, expenses, fines and penalties. "Losses" do not include attorneys fees or court costs, whether arising as an expense or cost of legal proceedings to which Design-Builder is a party or as a consequential damage claimed against Design-Builder by any third person or entity.

1.45 Notice to Proceed with Construction. The term “Notice to Proceed with Construction” means the written notice issued by the District to the Design-Builder to begin physical construction of the Work at the Site. Permission granted by the District to conduct on-Site testing or investigation of the Site or other preliminary work in preparation for commencement of the Work shall not be interpreted as constituting a Notice to Proceed with Construction.

1.46 Notice to Proceed with Design. The term “Notice to Proceed with Design” means the written notice issued

by the District to the Design-Builder to begin the design portion of the Work.

1.47 Post-Award Submittals. The term “Post-Award Submittals” means the collection of documents described in the RFP Documents that is required to be submitted by the Proposer identified in the Notice of Intent to Award as the Proposer selected by District for the award of the Design-Build Contract.

1.48 Product Data. The term “Product Data” means illustrations, standard schedules, charts, instructional brochures, diagrams and other information furnished by the Design-Builder to illustrate a material, product or system for the Work.

1.49 Project. The term “Project” means the work of improvement that is the subject of the Design-Build Contract that has been awarded by District to Design-Builder.

1.50 Project Criteria. The term “Project Criteria” means the District’s requirements, specifications, criteria and objectives for the Project as set forth in the RFP Documents as modified by (1) changes to the Project Criteria set forth in an RFP Addendum issued by District and (2) Approved Deviations.

1.51 Project Documents. The term “Project Documents” means all writings (hard copy and electronic) in the possession of Design-Builder at the Site or elsewhere that relate in any way to the Project or Work.

1.52 RFP Addendum. The term “RFP Addendum” means written information provided as part of the RFP process which modifies or interprets the RFP Documents by additions, deletions, clarifications, or corrections.



1.53 RFP Documents. The term “RFP Documents” means the following collection of documents: (1) the Instructions to Proposers (including, without limitation, all attachments thereto); and (2) RFP Addenda.

1.54 Record Documents. The term “Record Documents” means the Record Drawings and Specifications, warranties, guaranties, maintenance and operations manuals and other documents that are to be maintained by the Design-Builder on the Site and delivered, along with electronic versions, to the District upon Final Completion of the Work.

1.55 Record Drawings and Specifications. The term “Record Drawings and Specifications” means the set of Drawings and Specifications marked by Design-Builder showing the condition of the Work as actually constructed, including, without limitation, the quantities, locations, lengths and dimensions of mechanical, electrical, plumbing, HVAC or similar portions of the Work that are shown diagrammatically in the Contract Documents.

1.56 Reference Document. The term “Reference Documents” means reports, studies, surveys and other information provided by District for Design-Builder’s review and consideration in preparing its Design-Builder Proposal, including, without limitation, information describing the Site (including surface or subsurface conditions), Existing Improvements or Hazardous Substances at the Site.

1.57 Samples. The term “Samples” means physical examples that, when approved by District, illustrate materials, equipment or workmanship by which the Work is to be evaluated and judged.

1.58 Separate Contractor. The term “Separate Contractor” means a person or entity, other than the Design-Builder, under separate contract with the District to perform construction or supply materials or equipment to the Project.

1.59 Shop Drawing. The term “Shop Drawings” means drawings, diagrams, schedules and other data specially prepared for the Work by the Design-Builder or a subcontractor to illustrate some portion of the Work.

1.60 Site. The term “Site” means: (1) the parcel of land identified in the Design-Build Contract on which the Project is to be constructed and such additional parcels as may be purchased by District for such construction; (2) all areas adjacent to such parcels that may be used by Design-Builder or the subcontractors for staging, storage, parking or temporary offices; and (3) all land areas, both private and public, adjacent to such parcels on which Work is required to be performed under the Contract Documents, Applicable Laws or permits relating to the Project.

1.61 Specifications. The term “Specifications” means the portion of the Construction Documents consisting of the written requirements for materials, equipment, standards and workmanship for the Work and performance of related services.

1.62 Submittal. The term “Submittal” means Shop Drawings, Product Data, Samples, detailed designs, exemplars, fabrication and installation drawings, lists, graphs, operating instructions and other documents required to be submitted by the Design-Builder under the Contract Documents for review by District or a District Consultant.

1.63 Sustainable Building Guidelines. The term “Sustainable Building Guidelines” means the guidelines, for sustainable and LEED building principles, standards and processes included as part of the specification and performance requirements included in the Project Criteria documents (see Attachment 2 to RFP documents).

1.64 Unilateral Change Order. The term “Unilateral Change Order” means a writing signed by District in which District unilaterally sets forth its determination of the undisputed portion of an otherwise disputed Contract Adjustment.



1.65 Work. The term “Work” means all professional services (including, without limitation, architectural, engineering and other professional services), labor, materials, equipment, services, permits, licenses and taxes and all other things necessary for the Design-Builder to perform its obligations under the Contract Documents. 2. CONTRACT DOCUMENTS. “Contract Documents” means the following collection of documents governing the Design-Builder’s performance of the Work:

2.1 Project Criteria;

2.2 Approved Deviations;

2.3 Request For Proposal (RFP) Documents; 2.4 either (1) if no Best and Final Offers have been requested by District, the Design-Builder Proposal or (2) if Best and Final Offers have been requested by District, the Design-Builder’s last-submitted Best and Final Offer, including, in the case of a Best and Final Offer that is an amendment to a Design-Builder Proposal or a Best and Final Offer the terms of such amendment; provided, however, that, with the exception of Approved Deviations, the Contract Documents shall not include any portion of a Design-Builder Proposal, Best and Final Offer, or amendment thereto, that deviates from the Project Criteria or other requirements of the RFP Documents; 2.5 the Design-Build Contract; 2.6 other terms, conditions and requirements applicable to the performance of the Design-Build Contract and Work (including the General Conditions, any Supplementary and Special Conditions); 2.7 Addenda; 2.8 Modifications issued after execution of the Design-Build Contract; 2.9 Final Construction Documents prepared by Design-Builder in accordance with the requirements and standards of the Contract Documents and approved by District; provided, however, that, with the exception of Approved Deviations, the Contract Documents shall not include any portion of the Final Construction Documents that deviates from the Project Criteria or other requirements of the RFP Documents; 2.10 any Change Order signed in the manner required by the General Conditions; 2.11 any Unilateral Change Order signed in the manner required by the General Conditions 2.12 any Field Order signed in the manner required by the General Conditions; 2.13 any written order for a change in the Work that does not involve the performance of Extra Work or a Contract Adjustment which is signed in the manner required by the General Conditions; 2.14 College Construction Health, Safety and Environmental Program; 2.15 Reference Documents; 2.16 Project Labor Agreement (if applicable);



2.17 Labor Compliance Program (if applicable); 2.18 those documents, or portions or provisions of documents that, although not listed in this Article 2, are expressly cross-referenced therein or attached thereto;

2.19 Declaration of Sufficiency of Funds, executed by Design-Builder; and

2.20 Non-Collusion Affidavit, executed by Design-Builder.

2.21 All bonds and undertakings required or referenced herein. 3. SITE CONDITIONS.

3.1 Notice. The Design-Builder shall conduct a diligent investigation of the Site and shall promptly, and before the following conditions are disturbed, notify the District, in writing, of any:

(a) Material that the Design-Builder believes may be material that is a Hazardous Substance.

(b) Subsurface or latent physical conditions at the site differing from those indicated in the RFP Documents. (c) Unknown physical conditions at the site of any unusual nature, different materially from those ordinarily encountered and generally recognized as inherent in work of the character provided for in the Contract.

(d) Material(s) that the Design-Builder believes may be material(s) of historical archaeological remains.

3.2 Investigation. The District shall promptly cause an investigation of the conditions, and if it finds that the conditions do materially so differ, or do involve Hazardous Substance, or are of historical archaeological remains, and cause a decrease or increase in the Design-Builder's cost of, or the time required for, performance of any part of the work, shall issue a Change Order or Construction Change Directive.

3.3 Dispute. In the event that a dispute arises between the District and the Design-Builder whether the

conditions materially differ, or involve Hazardous Substance, or are of historical archaeological remains, or cause a decrease or increase in the Design-Builder's cost of, or time required for, performance of any part of the work, the Design-Builder shall not be excused from any scheduled completion date required by the Contract, but shall proceed with all work to be performed under the Contract.

3.4 Obligations. Nothing contained within this Article 3 relieves the Design-Builder of its obligations as set forth in the Contract Documents.

4. CONTRACT BONDS. As a part of the signing of the Contract, the Design-Builder shall furnish corporate surety bonds to the benefit of the District, issued by a surety company United States of America Treasury listed and AM Best rated, acceptable to the District and admitted to do business in the State of California, as follows:

4.1 Faithful Performance Bond. In a sum not less than one hundred percent (100%) of the total contract price

as set forth in the Contract to guarantee the Design-Builder's faithful performance of all covenants and stipulations of the Contract. The bond shall contain a provision that the surety thereon waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

4.2 Payment Bond. In a sum not less than one hundred percent (100%) of the total contract price as set forth in



the Contract to guarantee the payment of wages, and bills contracted for materials, supplies, or equipment used in the performance of the Contract. The bond shall be in accordance with the provisions of Sections 3225, 3226, and 3247 to 3252, inclusive, of the Civil Code of the State of California, Sections 995.310 and 995.660 of the Code of Civil Procedure of the State of California, and Section 13020 of the Unemployment Insurance Code of the State of California. Said bond shall also contain a provision that the surety thereon waives the provisions of Sections 2819 and 2845 of the Civil Code of the State of California.

4.3 Stop Notice Release Bond. Within ten (10) work days after the filing of a stop notice or notice to Design-Builder from the District, of the same, whichever shall first occur, Design-Builder shall pay the claim in full or obtain and deposit with the District a Stop Notice Release Bond in compliance with Civ. Code § 3196 from a surety other than that which issued the payment bond described in Paragraph 4.2. The bond shall be accompanied by a statement of the Design-Builder, in form and substance acceptable to District, disputing the correctness or validity or enforceability of the stop notice. Failure of the Design-Builder to comply with this provision shall be a material breach of the Design-Builder’s duty to faithfully perform all of the covenants of this agreement.

4.4 Required Documents. Documents required under this Article 4 shall include the following: A certified copy

of the power of attorney of the person who executed the bond; A certified copy of the certificate of authority of the surety; A certificate of the county clerk stating that the surety’s certificate of authority is still in force. Faithful Performance Bond and Payment Bond shall be on the forms provided by the District.

5. NOTIFICATION OF SURETY COMPANIES. The surety companies shall familiarize themselves with all provisions and conditions of the Contract. It is understood and agreed that the surety or sureties waive the right of special notification of any modifications or alterations, omissions or reductions, extra or additional work, extensions of time, or any other act or acts by the District or its authorized agents under the terms of the Contract; and failure to so notify the surety companies of such changes shall in no way relieve the surety or sureties of their obligations under this Contract.

6. INSURANCE. As a part of the signing of the Contract, the Design-Builder shall obtain and maintain and shall require the subcontractors and subconsultants of every tier to furnish a Certificate of Insurance substantiating the fact that he/she has taken out the insurance hereinafter set forth for the period covered by the Contract with an insurance carrier admitted to do business in California, rated no less than A:VII by Bests, this requirement may however, be waived in writing in individual cases for Errors and Omissions Coverages only, provided, however, that in no event will a carrier with a rating of B: IX or lower be acceptable to the District and under terms satisfactory to the District. Insurance industry's standard Accord Certificate of Insurance or binder forms shall bear an endorsement precluding the cancellation or reduction of coverage of any policy covered by such Certificate or binder before the expiration of thirty (30) days after the District shall have received notification of such cancellation, suspension, reduction, or voided coverage. Design-Builder shall furnish copies of his/her insurance policies required under this Contract to the District upon request. In the event Design-Builder does not have a Certificate of Insurance or binder evidencing the proper insurance coverage’s, the Design-Builder shall not be allowed on the Site. Any deductibles or self-insured retentions must be declared to and approved by the District. At the option of District, either: the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the District, its trustees, officers, employees, agents, inspectors, project managers, consultants, sub consultants, their employees, and each of them, or the Design-Builder shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. The insurer shall agree to waive all rights of subrogation against the District, its trustees, officers, employees, agents, inspectors, project managers, consultants, subconsultants their employees and each of them, for losses arising from work performed by the Design-Builder for District. All insurance policies shall include the Los Rios Community College District, its trustees, officers, employees, agents, inspectors, project managers, consultants, subconsultants, their employees, and each of them, as additional insureds



, using Insurance Services Organization, Inc.(ISO) form CG2010 Ed. 11-85 or equivalent, to protect, as well as to provide the defense of, from all suits, actions, damages, liability, or claims of every type and description to which they may be subjected or put by reason of, or resulting from, the Design-Builder's performance of the Contract. Design-Builder's insurance shall apply as primary insurance, and any other insurance carried by the additional insureds identified above shall apply as excess and will not contribute with this insurance. Each insurance policy shall include the following provisions: (1) The standard severability of interest clause in the policy and when applicable the cross liability insurance coverage provision which specifies that the inclusion of more than one insured shall not operate to impair the rights of one insured against another insured, and the coverage afforded shall apply as though separate policies had been issued to each insured; (2) It acts as primary insurance, and that no insurance held or owned by the District shall be called upon to cover, either in full or in part, any Loss covered under the policy acquired by Design-Builder; and (3) The stated limits of liability coverage for Commercial/Comprehensive General Liability, and Business Automobile Liability, assumes that the standard "supplementary payments" clause will pay in addition to the applicable limits of liability and that these supplementary payments "are not included as part of the insurance policies limits of liability." If any of the policies indicate that defense costs are included in the general aggregate limit, then the required general aggregate limits shall be a minimum of Two Million Dollars ($2,000,000) or more at the District's discretion. If the Design-Builder fails to maintain such insurance, the District may take out insurance to cover damages of the below-mentioned classes for which the District might be held liable on account of the Design-Builder failing to pay such damages and deduct and retain the amount of the premium for such insurance from any sums due the Design-Builder under the Contract. Failure of the District to obtain such insurance shall in no way relieve the Design-Builder from any of its responsibilities under the Contract. The minimum insurance coverage to be obtained by the Design-Builder as herein above referred to are as follows:

(a) Commercial/Comprehensive General Liability Insurance (Insurance Services Organization, Inc. form CG-00-01, Ed. 10-01 or equivalent); Bodily Injury and Property Damage Liability Insurance for Premises and Operations; Personal Injury for Premises and Operations; Independent Contractors; Incidental Contracts; Contractual Liability; and Products and Completed Operations which shall be in the amount of not less than a combined single limit of One Million Dollars ( $1,000,000) per occurrence for one or more persons injured and property damaged on an occurrence form insurance policy. The aggregate limit of liability for products and completed operations shall not be less than Two Million Dollars ($2,000,000). (b) Business Automobile Liability Policy Insurance: Protection against Loss as a result of liability to others caused by an accident and resulting in bodily injury and/or property damage, arising out of the ownership or use of any automobile (Insurance Serving Organization, Inc. form CA-00-01, Ed. 10-01 or equivalent) the limits of liability shall not be less than One Million Dollars ($1,000,000) combined single limit each accident for bodily injury and property damage combined.

(c) Workers' Compensation and Employers' Liability Insurance: The Design-Builder shall be a qualified self-insurer or shall carry full Workers' Compensation and Employers' Liability insurance coverage, either through the State Compensation Insurance Fund or a standard approved policy obtained from a licensed insurance carrier for all persons employed, either directly or through subcontractors, in carrying out the work under this Contract in accordance with the "Workers' Compensation and Insurance Act," Division IV thereof. Employers' limits of liability shall be the prevailing statutory limits of liability.

(d) Design-Builder shall purchase and maintain builder's risk insurance (construction projects) or an installation floater (installation projects) in a form acceptable to the District upon the entire Project in an amount equal to the full replacement cost of the construction or installation as of the time of the loss up to $100,000. The District’s Insurance will provide Builder’s Risk Insurance above the first $100,000. The



insurance shall include as named insured, the District, the Design-Builder, his subcontractors and their sub-subcontractors and shall insure against all risks of physical Loss or damage from the perils of fire, vandalism, malicious mischief, windstorm, aircraft, civil commotion, riot, explosion, hail, smoke, theft, collapse, whether on site, in storage off premises or in transit to the site. Design-Builder will be responsible for any co-insurance penalties, deductibles or self-insured retentions as a result of any Losses insured against or Losses caused by defective workmanship or materials or by the Design-Builder 's negligent acts, errors or omissions, or any such Loss caused by his subcontractors or others for whose acts Design-Builder may be liable. Such insurance shall remain in force until acceptance of the completed Project by District as a result of the full compliance by the Design-Builder of all provisions required in the Contract between the parties. In addition to Loss causing direct damages to the Project, the builders risk coverage shall also extend to cover Loss of use and business interruption in sufficient amounts to cover fully the actual Loss sustained by the District or Design-Builder. Any Loss adjustments or insurance payments shall be made to the District only, but the insurable interests of the Design-Builder or other subcontractors will be recognized in accordance with their interests in the insurance proceeds.

(e) Professional Liability (Errors and Omissions) insurance against Loss due to error, omission or malpractice in the amount of not less than $3,000,000 combined single limit per claim and $5,000,000 aggregate. If the above insurance is written on a claims-made form, it shall continue for ten (10) years after completion of the Work. Such insurance shall have a retroactive date of placement prior to or coinciding with the effective date of this agreement.

Any exceptions to the provisions of this Article 6 must be delineated in the Contract Documents. In addition, it is understood and agreed that an excess insurance policy or an umbrella policy (following form) may be utilized to meet the above-required limits of liability for Commercial/Comprehensive General Liability, Business Automobile Liability policy, Professional Liability, and the Workers' Compensation Employers' Liability. 7. PRE-CONSTRUCTION CONFERENCE. The Design-Builder shall attend a pre-construction conference held by the District to review the Project including labor requirements, sequence of Work, methods of access to the construction site and temporary facilities shall be reviewed by the Design-Builder and District. Coordination of utilities within the Project limits, including relocations and maintenance of existing facilities and additions thereto, shall be confirmed in writing by utility representatives and the Design-Builder at this conference, or within five (5) working days thereafter. Attendance by the Design-Builder and all subcontractors at the conference is mandatory.

8. DESIGN-BUILDER REQUIREMENTS AND RESPONSIBILITIES.

8.1 DESIGN-BUILDER STATUS

8.1.1 Independent Contractor. Design-Builder is, and shall at all times be deemed to be, an independent contractor and is wholly responsible for the performance of the obligations required of it by the terms of the Contract Documents.

8.1.2. Agents, Employees. Design-Builder wholly and without reservation assumes the responsibility for the acts of its agents and employees and the agents and employees of each subcontractor and subconsultant, of every tier, as they relate to the Work. Design-Builder, its agents and employees, shall not be entitled to any rights or privileges of District’s employees and nothing contained in the Contract Documents and no course of conduct shall be construed as creating the relationship of employer and employee, or principal and agent, between District and any agent or employee of Design-Builder or any subcontractor or subconsultant. District shall have the right, but not the obligation, to monitor the employment and other activities of Design-Builder and the subcontractors and subconsultants to determine compliance with the terms of the Contract Documents.

8.1.3 Licenses. Design-Builder shall maintain, and shall require the subcontractors and subconsultants, of every tier, to maintain, such contracting, professional and business licenses as may be required by Applicable



Laws for the duration of time that Design-Builder is performing the Work, including the period of any warranty provided by Design-Builder under the Contract Documents covering all or any portion of the Work.

8.1.4 Subcontractors, Subconsultants. Design-Builder is responsible to District for acts and omissions of the subcontractors and subconsultants and their agents and employees and other persons performing portions of the Work under a contract with a subcontractor or subconsultant, of any tier.

8.1.5 Activities of Others. Design-Builder shall not be relieved of its obligations to perform the Work in accordance with the Contract Documents either by the activities or duties of District, Inspectors of Record or District Consultants, or by tests, inspections or approvals required or performed by persons other than the Design-Builder.

8.2 DESIGN RESPONSIBILITIES

8.2.1 Design Consultation. Design-Builder shall on an on-going basis throughout its performance of the Work provide District with complete, continuous and current advice and recommendations on issues related to the status and progress of the design and non-design portions of the Work, including, without limitation, matters related to design feasibility, constructability, occupancy and maintenance, and shall keep the District apprised at all times of the full range of alternatives that are available to District for reducing construction time, lowering costs, easing long-term maintenance, minimizing adverse effects of labor or material shortages, shortening time requirements for procurement, expediting installation and construction completion and other possible economies and efficiencies. It is understood that although this consultation is a collaborative effort, District is relying upon Design-Builder’s expertise and experience to proactively initiate inquiries, investigate and take other steps necessary to obtain all pertinent information concerning District’s special needs and requirements so as to enable Design-Builder to obtain a clear understanding of the goals of the Project in terms of design, cost, quality and schedule and to provide complete and current advice to District that will enable District to anticipate and make fully informed decisions concerning the Project. As part of this collaborative effort, Design-Builder shall throughout the duration of its performance of the Work attend regular meetings (as frequently as may be necessary to maintain progress of the Work or as otherwise reasonably required by District) for the purpose of reviewing the status of the Construction Documents and Work. Minutes of such meetings shall be taken, maintained and distributed to all meeting participants by the District.

8.2.2 Construction Documents. Using qualified, licensed design professionals, Design-Builder shall furnish all necessary and appropriate architectural, engineering and other professional services required for the preparation of the Construction Documents that incorporate designs and specifications that are complete, detailed and suitable to produce a completed construction that, without limitation to any other requirements of the Contract Documents: (1) conforms to the Project Criteria and any Approved Deviations; (2) is consistent with the Design Intent, and (3) gives due and appropriate consideration to the matters disclosed by the Reference Documents and any other information provided by District to Design-Builder.

8.2.3 Submissions to District. Design-Builder shall formally submit to District in accordance with the Design-Build Schedule, for District’s review and approval, in-progress Construction Documents reflecting Design-Builder’s progress in the performance of its design portion of the Work at the following points in time: (1) completion of Design Documents; (2) 25% completion of Construction Documents; (3) 50% completion of Construction Documents; (4) 75% completion of Construction Documents; and (5) completion of Final Construction Documents. Additional formal submissions reflecting the status of in-progress Construction Documents, if reasonably judged by District as necessary, shall be prepared and made without Contract Adjustment. All such formal submissions shall be in both hard copy and electronic format. Construction Documents submitted by the Design-Builder shall incorporate changes or corrections required by the District, or Governmental Authorities or be accompanied by a written statement as to why such changes were not incorporated. The District may, in its sole and absolute discretion, reject the Design-Builder's explanation and require the Design-Builder to make such changes or corrections to the Construction Documents. Design-Builder shall at all times remain solely responsible, notwithstanding District’s, or any District Consultant’s review or approval of the Construction Documents, for the accuracy, completeness, sufficiency and suitability of the Construction Documents and for their compliance with Applicable Laws and the Contract Documents.



8.2.4 Professional Certifications. All submissions of Construction Documents and Submittals to District shall include certification by the Architect of Record, who shall be a properly licensed design professional, including such professional’s manual signature and seal. Any Construction Documents or Submittals related to the Work designed or certified by such professional, if prepared by others, shall nevertheless bear such professional’s manual signature when submitted to the District. The District, and the District Consultants shall be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals provided by such design professionals.

8.2.5 Approved Deviations.

8.2.5.1 Notations by Design-Builder. Design-Builder shall separately identify in writing at the time of each of its formal submissions of Construction Documents required by Paragraph 8.2.3, any portions thereof that by reason of information contained or omitted constitute deviations from the requirements of the RFP Documents, Design-Build Contract, General Conditions, Project Criteria, Design Intent or Approved Deviations previously approved by District pursuant to this Paragraph 8.2.5. All such formal submittals of Construction Documents to District, including electronic submittals, shall further include a certification by Design-Builder as follows: “WITH THE EXCEPTION OF DEVIATIONS EXPRESSLY IDENTIFIED IN THIS SUBMISSION IN THE MANNER REQUIRED BY PARAGRAPH 8.2.5 OF THE DESIGN-BUILD CONTRACT, THE SUBMITTED CONSTRUCTION DOCUMENTS DO NOT CONTAIN ANY DEVIATIONS FROM THE DESIGN-BUILD CONTRACT, GENERAL CONDITIONS, PROJECT CRITERIA, DESIGN INTENT OR APPROVED DEVIATIONS PREVIOUSLY IDENTIFIED BY DESIGN-BUILDER IN WRITING AND APPROVED BY THE DISTRICT”.

8.2.5.2 Approval by District. District shall have the right, but not the obligation, to approve or disapprove, in the exercise of its sole and absolute discretion, any portion of the Construction Documents that constitutes a deviation from the RFP Documents, Design-Build Contract, General Conditions, Project Criteria, Design Intent or Approved Deviations previously approved by District pursuant to this Paragraph 8.2.5. Such approval shall not be effective or binding upon District unless such deviation is approved in a Change Order or Unilateral Change Order that states in bold letters “APPROVED DEVIATION”.

8.2.5.3 No Implied Approval. Under no circumstances shall any general or specific approval by District of Construction Documents that contain a deviation from the RFP Documents, Design-Build Contract, General Conditions, Project Criteria, Design Intent or Approved Deviations previously approved by District pursuant to this Paragraph 8.2.5 be interpreted as implying approval by District of such deviation unless such deviation has been approved by District in the manner required by Subparagraph 8.2.5.2.

8.2.5.4 Design Liability. Design-Builder is solely responsible, notwithstanding the District’s approval of an Approved Deviation, for any Design Deficiencies in such Approved Deviation.

8.2.5.5 Corrections and Losses. All costs to make corrections in the Construction Documents due to information or an omission in the Construction Documents that constitutes a deviation from the RFP Documents, Design-Build Contract, General Conditions, Project Criteria, Design Intent or Approved Deviations previously approved by District pursuant to this Paragraph 8.2.5 that is not approved by District in the manner provided for by this Paragraph 8.2.5, as well as any resulting Loss to District from the inclusion of such deviation in the Construction Documents or as part of the Work constructed at the Site, shall be borne by Design-Builder at Design-Builder’s own expense.

8.2.6 Changes. Design-Builder shall have the right, with written approval of District, without Contract Adjustment, to make changes to the Construction Documents provided that such changes do not result in deviations from the RFP Documents, Design-Build Contract General Conditions, Project Criteria, Design Intent and Approved Deviations. Changes in the Construction Documents, and any related Work, that is performed without such approval shall, if requested by District, be corrected, removed or replaced by Design-Builder at Design-Builder’s own expense.



8.2.7 Resolution of Uncertainties. District and Design-Builder acknowledge that questions may arise concerning the level and scope of performance required under the RFP Documents, Design-Build Contract, General Conditions, Project Criteria or Approved Deviations. District and Design-Builder will in good faith attempt to resolve such conflicts or uncertainties. In the event that they are unable, after good faith efforts, to resolve such conflicts or uncertainties, then, in recognition of their mutual desire that such questions not result in a compromise of the high standards they mutually intend be followed for design and construction of the Project, District and Design-Builder agree that any such unresolved conflicts or uncertainties shall be interpreted so as to require Design-Builder to perform the Work, without Contract Adjustment, in a manner that resolves the conflict or uncertainty in favor of the higher or better standard indicated by the Project Criteria or Approved Deviations.

8.2.8 Design Deficiencies. Design Deficiencies in the Construction Documents, whether or not the Construction Documents are approved by District, are the sole responsibility of the Design-Builder and shall be corrected by Design-Builder at the Design-Builder’s own expense.

8.2.9 Conformance with Codes and Standards. Design-Builder shall perform the Work in accordance with the Contract Documents, including, without limitation, the Final Construction Documents approved by District and the Submittals approved by the District and, if required by District, the District’s Consultants. Design-Builder’s Architect of Record shall be responsible to comply with the requirements of the California Code of Regulations, including, without limitation Title 24, California Code of Regulations, relating to assumption of responsibilities by the architect or registered engineer responsible for submitting plans and specifications for approval by DSA and for assuming responsibility as the architect in general responsible charge of the Work. All work and materials shall be in full accordance with the latest adopted standards and regulations and Title 24 of the California Code of Regulations (including but not limited to the California Building Standards Administrative Code, the California Building Code, the California Electrical Code, the California Mechanical Code, the California Plumbing Code, the California Energy Code, the California Elevator Safety Construction Code, The California Fire Code and the California Reference Standards Code); Americans With Disabilities Act; and all other Applicable Laws. Nothing in these Contract Documents is to be construed to permit work not conforming to these requirements. In the event that work is discovered within the Contract Documents that is not in conformance with these requirements, Design-Builder agrees to immediately notify District in writing of said nonconformance, and to not proceed with nonconforming work. When the Work detailed in the Contract Documents differs from governing codes, it is understood and agreed that the Contract Sum is based upon the more costly or expensive standard.

8.2.10 Sustainable Design. Design-Builder shall make recommendations to District for incorporating into the Final Construction Documents the design requirements for design and construction that will, to the best of Design-Builder’s efforts and within the constraints of the Contract Sum and Contract Time, incorporate the elements of sustainable design and construction that are recommended in the Sustainable Building Guidelines.

8.2.11 Utilities Relocation. Subject only to Design-Builder’s rights to Contract Adjustment for differing site conditions as specified in Article 3, Design-Builder shall include in its performance of the Work and as part of the Contract Sum provision for all aspects of design, permitting, relocation and construction of existing and new utilities.

8.2.12 Design-Builder Review of Site.

8.2.12.1 Design-Builder Review. Design-Builder warrants and represents that, in order to fully familiarize itself with all conditions, restrictions, obstructions, difficulties and other matters which might affect the Design-Builder’s ability to complete the Work within the limitations of the Contract Sum and Contract Time, it has prior to the Final Proposal Submission Date, carefully and thoroughly inspected:

(1) the visible conditions at the Site and its surroundings, visible conditions of Existing Improvements and their existing uses by District or the public, routes of ingress and egress, and local conditions in the vicinity of the Site (including, without limitation, sources and availability of labor, materials and equipment);



(2) the status of any construction at the Site concurrently under construction; and

(3) all information that either has been provided by District to Design-Builder (including, but not limited to, the RFP Documents and Reference Documents) or reasonably available for review from the public records of the District, City or County in which the Project is located, concerning visible and concealed conditions above and below the surface of the ground at the Site and in Existing Improvements (including, without limitation, surveys, reports, data, as-built drawings of Existing Improvements and utility sources, capacities and locations).

8.2.12.2 No Contract Adjustment. Design-Builder agrees that it shall not be entitled to, and hereby conclusively waives, any right to Contract Adjustment for Loss or delay if and to the extent such Loss or delay is due to any of the following: (1) a failure by Design-Builder to so fully familiarize itself, prior to the Final Proposal Submission Date, with the conditions and information described in Clauses (1) through (3) of Subparagraph 8.2.12.1;

(2) an error, omission, conflict, ambiguity, lack of coordination or noncompliance with Applicable Laws that is contained in any of the information described in Clause (3) of Subparagraph 8.2.12.1, that was either:

(a) discovered by Design-Builder and Design-Builder, notwithstanding such discovery, failed to report such error, omission, conflict, ambiguity, lack of coordination or noncompliance with Applicable Laws to District in writing prior to the Final Proposal Submission Date; or

(b) although not actually discovered by Design-Builder was, prior to the Final Proposal Submission Date, reasonably discoverable by Design-Builder exercising the Standard of Performance specified in Article 2.2 of the Design-Build Contract.

8.2.12.3 Continuing Obligation. Design-Builder shall, in order to keep current its knowledge of all

such conditions and information concerning the Site and Existing Improvements, throughout its performance of the Work and exercising the Standard of Performance specified in Article 2.2 of the Design-Build Contract, take steps to keep itself apprised of any additional information and changes in conditions at the Site and in Existing Improvements that affect the design or construction of the Project, promptly notify District if changes to the Construction Documents are necessary to accommodate such new or additional information or conditions and take such matters into consideration in all aspects of Design-Builder’s performance of the Work.

8.2.13 Design-Builder Review of Documents.

8.2.13.1 Design-Builder Review. Design-Builder’s submission of its Design-Builder Proposal and Best and Final Offers, if any, and its execution of the Design-Build Contract each constitutes a separate and independent representation that it had the opportunity, prior to agreeing to the Contract Sum and Contract Time, to thoroughly and carefully review and evaluate to its satisfaction the RFP Documents, Project Criteria, Reference Documents and other documents and information provided by District to Design-Builder concerning the Project, Site or Existing Improvements.

8.2.13.2 No Contract Adjustment. Design-Builder agrees that it shall not be entitled to, and hereby conclusively waives, any right to Contract Adjustment due to additional or unforeseen Losses or delays on the basis that the RFP Documents, Project Criteria, Reference Documents or other documents or information provided by District to Design-Builder concerning the Project, Site or Existing Improvements contained an error, omission, conflict, ambiguity, lack of coordination or noncompliance with Applicable Laws, if prior to the Final Proposal Submission Date such error, omission, conflict, ambiguity, lack of coordination or noncompliance with Applicable Laws was either:



(1) discovered by Design-Builder and Design-Builder, notwithstanding such discovery, failed to report such error, omission, conflict, ambiguity, lack of coordination or noncompliance with Applicable Laws to District in writing prior to the Final Proposal Submission Date; or

(2) although not actually discovered by Design-Builder was prior to the Final Proposal Submission Date reasonably discoverable by Design-Builder exercising the Standard of Performance specified in Section 2.2 of the Design-Build Contract.

8.2.14 No Warranty by District. Design-Builder is solely responsible to satisfy itself as to the suitability, accuracy and completeness of any information provided by the District, including but not limited to, information that is in the nature or form of design requirements, calculations, estimates, projections, budgets, studies, reports, surveys or other information describing the Project, Work, Site, Existing Improvements, Hazardous Substances or mold (including, without limitation, opinions, data, recommendations and other information contained in the Reference Documents), and nothing stated in the RFP Documents or Contract Documents shall be construed as implying the creation or existence of any warranty, express or implied, on the part of the District with respect to the accuracy, sufficiency or completeness of such information.

8.2.15 Requests for Information.

8.2.15.1 Time for Submittal. Requests for Information shall be submitted to District no later than three (3) Days after the date Design-Builder learns of the circumstances giving rise to the question that is the subject of the Request for Information.

8.2.15.2 Content. Each Request for Information shall, in addition to the Design-Builder’s specific question or request, include the following:

(1) a detailed description of the circumstances giving rise to the Design-Builder’s request or question, including, without limitation, any related discrepancy in the Contract Documents;

(2) Design-Builder’s request for clarification, including, without limitation, any request for further detailing or correction of the Contract Documents; and

(3) a statement of whether Design-Builder believes it is entitled to a Contract Adjustment by reason of the circumstances described.

8.2.15.3 Form. Design-Builder shall submit Requests for Information using forms provided or approved by District. Requests for Information shall be submitted by or through the Design-Builder and not directly by subcontractors or subconsultants.

8.2.15.4 Unnecessary, Multiple Requests. Design-Builder shall carefully review, coordinate and consolidate (where appropriate to prevent piecemeal submission) Requests for Information (whether originating with Design-Builder or the subcontractors or subconsultants) prior to submitting them in order to eliminate unnecessary and duplicative requests.

8.2.15.5 Responses. Responses to Requests for Information shall be furnished with reasonable promptness so as to not unreasonably delay progress of the Work; provided, however, that the timing of a response by the District, or a District Consultant to a Request for Information shall not constitute grounds for a Contract Adjustment unless Design-Builder has complied with the requirements set forth in this Paragraph 8.2.15 and the other relevant terms of the Contract Documents.

8.2.15.6 Backcharges by District. District shall have the right to deduct from payments due to Design-Builder sums expended by District for the services of the District Authorized Representative, Design Consultant, Inspectors of Record and District Consultants due to a failure by Design-Builder to comply with this Paragraph 8.2.15.



8.2.15.7 Waiver by Design-Builder. Failure by Design-Builder to submit a Request for Information in accordance with this Paragraph 8.2.15 under circumstances in which a Request for Information was required by this Paragraph 8.2.15 shall result in Design-Builder waiving its right to a Contract Adjustment on account of any Loss or delay that could have been avoided if such Request for Information had been timely submitted.

8.2.16 Correction of Work. Design-Builder shall, at Design-Builder’s own expense, correct or replace in accordance with the direction of District any portion of the Work that is performed by Design-Builder or a subcontractor or subconsultant knowing that it involves, or that Design-Builder or subcontractor or subconsultant in the exercise of the Standard of Performance should have known involves, a portion of the Contract Documents that contains an error, omission, conflict, ambiguity, lack of coordination or noncompliance with Applicable Laws, without first notifying and obtaining the written approval of the District.

8.3 SUPERVISION AND CONSTRUCTION PROCEDURES

8.3.1 General Obligation. Design-Builder shall provide competent, fully qualified personnel to supervise, administer, manage and direct the Work, competently and efficiently, at all times devoting their best skill and attention to perform the Work in accordance with the Contract Documents.

8.3.2 Supervisory Staff. Design-Builder shall employ a competent project manager, superintendent, scheduler, forepersons and necessary assistants during performance of the Work. Design-Builder’s superintendent and forepersons shall be present at the Site at all times that the Work is in progress and at any time that any employee of Design-Builder or a subcontractor or subconsultant is present at the Site. Design-Builder’s project manager and superintendent shall, unless excused from attendance by the District, attend all job meetings. Design-Builder’s project manager and superintendent must be able to fluently read and write in English. Design-Builder’s superintendent shall not perform the Work of any trade, pick up materials, or perform any Work not directly related to the supervision of the Work and shall be available twenty-four (24) hours a Day, seven (7) Days a week, to respond to emergencies.

8.3.3 Supplementary Personnel. Without limitation upon any of the rights or remedies of the District under the Contract Documents or under Applicable Laws, in the event that Design-Builder fails to have personnel on Site to supervise the Work, the District shall have the right, but not the obligation, upon twenty-four (24) hours’ telephonic or email notice by the District to Design-Builder, to provide such supervision on a temporary basis and to deduct from the sums owing to Design-Builder the actual costs of such temporary supervision. Design-Builder shall, notwithstanding the District’s providing such temporary supervision, remain solely responsible for all actions and omissions of its personnel and of the subcontractors and subconsultants who are on the Site.

8.4 LABOR, MATERIALS AND EQUIPMENT

8.4.1 Contract Sum. Design-Builder shall provide and pay for labor, materials, tools, equipment, machinery, water, heat, utilities, transportation, facilities and services necessary for proper execution and completion of the Work, whether temporary or permanent and whether incorporated or to be incorporated into the Work.

8.4.2 Coordination. Design-Builder shall provide supervision sufficient to ensure proper coordination for the timely and efficient performance and completion of the Work.

8.4.3 Field Conditions. Before commencing the Work or any activities on the Site, Design-Builder shall take field measurements and verify field conditions and shall carefully compare such field measurements and conditions with the information in the Contract Documents and with other information obtained by or available to Design-Builder.

8.4.4 Layout. Design-Builder is solely responsible for (1) the accurate layout of all portions of the Work, (2) the accuracy of the Project lines and levels, and (3) erection of the Work square, plumb, level, true to line and grade, in the exact plane, to the correct elevation and sloped to drain where needed.

8.4.5 Materials, Equipment



8.4.5.1 Delivery, Storage, Inventory. Materials and equipment shall be: (1) furnished in ample quantities and at such times as to ensure uninterrupted progress of the Work; and (2) if located on the Site shall be properly stored and protected as necessary, or as directed by District, to prevent Loss from any cause, including, without limitation, theft. In the event that District gives direction as to the location on the Site for storage or protection of materials or equipment, Design-Builder shall nonetheless remain solely responsible for its safe and secure storage and protection. No part of any such stored materials and equipment shall be removed from its place of storage except for immediate installation in the Work. Design-Builder shall keep an accurate inventory of all such stored materials and/or equipment in a manner satisfactory to District.

8.4.5.2 Purchases. Design-Builder shall place orders for materials and/or equipment as specified so that delivery of same may be made without delay to the Work. Design-Builder shall, upon request from District, furnish to District documentary evidence showing that orders have been placed. District reserves the right, in the event of Design-Builder’s failure, after three (3) Days written notice to Design-Builder, to comply with the requirements of this Subparagraph 8.4.5.2, to enter into contracts for the furnishing of such materials or equipment as it may deem advisable in order that the Work may be completed within the Contract Time and to deduct the costs paid or payable by District associated with such purchases from the Contract Sum otherwise owing to Design-Builder. Design-Builder shall, if requested by District, accept assignment of any such contracts entered into by District without a Contract Adjustment.

8.4.5.3 Title. No material, supplies or equipment for the Work shall be purchased subject to any chattel mortgage or under a conditional sale or other agreement by which an interest therein or in any part thereof is retained by seller or supplier. Design-Builder warrants good title to all material, supplies and equipment installed or incorporated in the Work and agrees upon Final Completion to deliver the Work, including the premises, land, improvements and appurtenances on or to which the Work is placed, located or affixed, to District free from any claims, liens, or charges. Design-Builder further agrees that neither it nor any person, firm, or corporation furnishing any materials or labor for any of the Work shall have any right of lien upon the Site, or any Existing Improvements or appurtenance thereon, except that (1) nothing stated in this Subparagraph 8.4.5.3 shall be interpreted as a waiver by Design-Builder or any subcontractor or subconsultant of its right under Applicable Laws to serve a stop notice for Work that is not paid for by District as required under the terms of the Contract Documents; and (2) Design-Builder may install metering devices or other equipment of utility companies or political subdivisions, title to which may be retained by such utility company or political subdivision, provided that in the event of such installation Design-Builder shall advise District as to the Owner, and the precise location, thereof.

8.4.5.4 Substitutions. No substitution of materials, equipment, articles, processes or other items of the Work required under the Contract Documents will be made without written approval of District. Said approval may, if the substitution involves a change to the Project Criteria or an Approved Deviation, be granted or denied in the District’s sole and absolute discretion. In all other cases, District’s approval will not be unreasonably denied, delayed or conditioned. With respect to any such substitution made or requested by Design-Builder, neither the occurrence of a substitution by Design-Builder nor the approval or disapproval by District of a substitution that is made in accordance with this Subparagraph 8.4.5.4 shall give rise to any right of the Design-Builder to a Contract Adjustment. Design-Builder shall, notwithstanding District’s or any District Consultant’s approval, remain solely responsible for the sufficiency and suitability of all substitutions made or requested by Design-Builder.

8.4.5.5 Parts List. Design-Builder will provide a printed parts list for all items which might be subject to replacement and for which parts lists are either expressly required by the Contract Documents or customarily provided according to usual commercial practices.

8.4.5.6 Manuals. As part of its obligation for submission of Record Documents, four (4) hard copies and one (1) electronic version of operations and maintenance manuals will be prepared and transmitted by Design-Builder to District prior to and as a condition of Final Completion. Final Payment will not be due until District has received all such manuals and all other manuals covering the Work that are either required to be provided by the terms of the Contract Documents or if not required are customarily provided according to usual commercial practices



applicable to the portion of Work involved. Operating instructions will be included within the equipment manuals and will state all information necessary for District to operate, use, maintain and service the equipment fully and efficiently.

8.4.5.7 Start Up. Design-Builder will be responsible for start-up of all systems and equipment purchased as part of the Work and has included sufficient amounts in the Contract Sum and Contract Time to cover contingencies arising out of the start-up of such systems and equipment. Design-Builder will comply fully with each manufacturer's specifications and instructions. Systems and equipment specified to be furnished with manufacturer's supervision of start-up will be placed in operation only under such supervision.

8.5 DESIGN-BUILDER'S WARRANTY

8.5.1 General Representations and Warranties. Without limitation upon any of the promises, warranties or representations by Design-Builder contained elsewhere in the Contract Documents, the Design-Builder warrants and represents as follows:

8.5.1.1 Solvency. Design-Builder represents and warrants that it is financially solvent, able to pay its debts as they mature and possessed of sufficient working capital to complete the Work and perform its obligations under the Contract Documents.

8.5.1.2 Capital. Design-Builder represents and warrants that it is able to furnish the plant, tools, materials, supplies, equipment and labor required to complete the Work and perform its obligations under the Contract Documents.

8.5.1.3 Authorization to do Business. Design-Builder represents and warrants that it is authorized to do business in the jurisdiction where the Work will be performed and is properly licensed by Governmental Authorities.

8.5.1.4 Authority. Design-Builder represents and warrants that its execution of the Design-Build Contract and its performance thereof are within its duly authorized powers.

8.5.1.5 Labor Relations. Design-Builder represents and warrants that it presently knows of no facts the existence of which might lead to a labor dispute which might affect the Work.

8.5.1.6 Experience. Design-Builder represents and warrants that it has performed substantial work in the past that is comparable in kind and complexity to the Work and that it is an experienced design-build firm having the ability, skill and resources necessary to perform and/or provide the Work required of it under the Contract Documents within the limitations of the Contract Sum and Contract Time.

8.5.1.7 Labor Laws. Design-Builder warrants that all of the Work will be provided and produced in compliance with Applicable Laws relating to employment of labor.

8.5.1.8 Occupational Safety and Health Laws. Design-Builder warrants that all the Work will comply with the Applicable Laws relating to occupational safety and health.

8.5.1.9 Hazardous Substances. Design-Builder warrants that the use and storage of all Hazardous Substances and products containing Hazardous Substances in the Work will comply with Applicable Laws.

8.5.1.10 Environmental Laws. Design-Builder represents and warrants that it is knowledgeable regarding those Environmental Laws applicable to the Work and that it will conduct itself in full compliance therewith, notifying District in the event of any significant environmental occurrence.



8.5.2 General Warranty. In addition to other warranties and guarantees required by the Contract Documents, the Design-Builder shall, and hereby does, warrant and guarantee that:

8.5.2.1 the Work will conform to the RFP Documents, Project Criteria and Approved Deviations, including, without limitation, any performance standards that are part thereof;

8.5.2.2 all Work for which there is not a specific performance standard in the RFP Documents, Project Criteria or Approved Deviations shall be performed in accordance with the Standard of Performance;

8.5.2.3 the completed Work will conform to the Design Intent;

8.5.2.4 all labor, equipment, materials and other items of Work will be when installed new and free of liens, claims and security interests;

8.5.2.5 without limitation to the other requirements of this warranty, all labor, installation and workmanship will be performed in a good and workmanlike manner;

8.5.2.6 all labor, materials, equipment, services and work shall be free of conditions constituting Defective Work; and

8.5.2.7 all parts of the Work will conform to the requirements of Applicable Laws in effect at the time such Work is permanently incorporated into the Project.

8.5.2.8. Extended Warranties. Design-Builder shall provide District a Warranty, as set forth in this Subparagraph, for a total of one (1) year from the date of Final Completion. 8.5.2.8.1 Coverage. The Extended Warranty shall include all labor and materials necessary to sustain the Work covered by the Warranty in proper and peak working order at the performance levels required by the Contract Documents for the period of the Warranty. This shall include replacement of failed, consumed or exhausted parts, materials or equipment as well as associated and other necessary adjustment, balancing, testing and modification as required or recommended by manufacturer, industry standards or best practices. At the conclusion of the Warranty, all Work covered by the Warranty shall be in the condition and working order expected and appropriate for systems, equipment and materials of such age and use, and all ongoing manufacturers and other warranties otherwise in place shall be effective. 8.5.2.8.2 Qualified Personnel and Schedule. Individuals performing warranty work under the Warranty shall be sufficiently trained, experienced and qualified to conduct the necessary inspections, services and other procedures. Final Completion shall include the submittal of and the District’s acceptance of the Design-Builder’s periodic schedule of warranty service activities for specific building systems and equipment, specifically outlining the covered systems, equipment and materials and the work plan to ensure the continued peak performance of such. 8.5.2.8.3 Other Warranty Requirements. Design-builder shall also meet all other warranty requirements contained in the General Conditions, Division 1 and Attachment No. 2 including but not limited to: Warranties, Thermal and Moisture Protection, Conveying Systems, Plumbing, HVAC operations, and Energy Management Systems.

8.5.3 Evidence of Compliance. If required by the District, the Design-Builder shall furnish satisfactory evidence as to the kind and quality of services, labor, installation, materials and equipment used. Manufactured items installed in the Work shall be installed in strict accordance with manufacturer’s current printed instructions.



8.5.4 Repair, Replacement. Without limitation upon the District’s other rights or remedies under the Contract Documents or Applicable Laws, any and all Work that, for reasons other than (1) ordinary wear and tear or (2) abuse or neglect by persons or entities other than the Design-Builder or the subcontractors or subconsultants, is not in conformance with the warranties or guarantees required by the Contract Documents or Applicable Laws shall be repaired or replaced, together with the repair or replacement of any other Work, Existing Improvements or the work of the Separate Contractors, the District’s own forces or others, which may be removed, displaced or damaged in so doing. The Design-Builder shall notify the District in writing upon completion of such repair or replacement. In the event of failure by the Design-Builder to commence and pursue with diligence said replacement or repair within ten (10) Days after being notified by the District, the District is hereby authorized to proceed with such replacement and repair as the District deems necessary and expedient and to charge such costs to Design-Builder at Design-Builder’s own expense.

8.5.5 No Limitation. The warranties stated in this Paragraph 8.5 are in addition to any other warranties or guarantees that are required under any other provision of the Contract Documents or Applicable Laws. Nothing stated in this Paragraph 8.5 shall be interpreted as a limitation upon the District’s rights under any warranties or guarantees provided for under any other provision of the Contract Documents or under Applicable Laws that afford the District greater rights than the rights afforded to District under this Paragraph 8.5.

8.5.6 Assignment. Design-Builder does hereby unconditionally and irrevocably assign to District all warranties and guarantees issued or made by any subcontractor or subconsultant of any tier (including, without limitation, any manufacturer, supplier and distributor). Such assignment shall not relieve Design-Builder of, or otherwise limit, any of its obligations contained in the Contract Documents, including, without limitation, the general responsibility and liability of Design-Builder for a breach by a subcontractor or subconsultant (including, without limitation, a manufacturer, supplier and distributor, of any tier) of a warranty or guarantee given by such subcontractor or subconsultant in connection with the Work.

8.5.7 Close-Out. Unless sooner requested by the District, the Design-Builder shall furnish to the District, as part of the Close-Out Documents and as a condition to Final Payment, all written guarantees or warranties as are required by the terms of the Contract Documents. All such guarantees and warranties shall be: (1) in writing; (2) indexed and bound; (3) accompanied by such certifications and instruction materials as may be required by the Contract Documents; and (4) issued or assignable by their terms to District and will in the latter case be assigned to District.

8.5.8 11-Month Walk-Through. Design-Builder agrees, at no additional cost to the District, to participate with District in a walk-through of the Project during the eleven (11) months following Final Completion for the purpose of reviewing the Work and identifying any items of Work that may require correction under applicable warranties furnished as part of or pursuant to the Contract Documents. The Design-Builder shall take steps to ensure that the Architect of Record participates fully in said walk-through.

8.6 TAXES

8.6.1 Payment by Design-Builder. Design-Builder shall pay, at Design-Builder’s own expense, all local, state and federal taxes, including, without limitation, all sales, consumer, business license, use and similar taxes on materials, labor or other items furnished for the Work or portions thereof provided by Design-Builder or the subcontractors and subconsultants, of all tiers, all taxes arising out of its operations under the Contract Documents and all benefits, insurance, taxes and contributions for social security and unemployment insurance which are measured by wages, salaries or other remuneration paid to Design-Builder's employees. If under federal excise tax law any transaction hereunder constitutes a sale on which a federal excise tax is imposed, and the sale is exempt from such excise tax because it is a sale to a state or local government for its exclusive use, then District, upon request, will execute documents necessary to show: (1) that District is a political subdivision of the State for the purposes of such exemption; and (2) that the sale is for the exclusive use of District. No excise tax for such materials shall be included in any price (including, without limitation, the price in the Design-Builder Proposal) submitted by Design-Builder for the Work or for changes in the Work.



8.6.2 Tax Exempt Status. Design-Builder shall comply with Applicable Laws concerning tax-exempt construction projects.

8.6.3 Local Jurisdiction Allocation. With respect to each contract executed by Design-Builder with a first-tier subcontractor having at the time of such contract execution a total agreed price of $5,000,000 or more, the Design-Builder shall provide to District, prior to such subcontractor commencing the performance of any portion of such subcontractor’s Work at the Site, either: (1) a copy of a sub-permit obtained by such subcontractor from the State Board of Equalization allocating all eligible sales and use taxes generated from its performance of such Work to the local jurisdiction in which the Site is located; or (2) a written statement signed by such subcontractor certifying that under Applicable Law the subcontractor’s performance of its portion of the Work is exempt from application of sales and use taxes, along with a statement of the grounds for such exemption.

8.7 PERMITS, FEES AND NOTICES

8.7.1 Permits. All permits, licenses and certificates obtained by the Design-Builder shall be delivered to the District prior to and as a condition to Final Completion and the Design-Builder's right to Final Payment.

8.7.2 Applicable Laws, Notices. Design-Builder shall comply with, and give notices required by, Applicable Laws bearing on performance of the Work.

8.7.3 Notice of Violations. Design-Builder shall immediately notify the District in writing of any instruction received from the District, Design Consultant or any other Project Team member that, if implemented, would cause a violation of any Applicable Law.

8.7.4 Approvals by Governmental Authorities. Where the Contract Documents state that materials, processes or procedures must be approved by a Governmental Authority, the Design-Builder shall be responsible for satisfying requirements and obtaining the approval of such Governmental Authority.

8.8 DESIGN-BUILDER’S PERSONNEL

8.8.1 Key Persons. Design-Builder’s employees acting as project manager, scheduler and superintendent constitute Key Persons. Individuals acting as Key Persons who are not already identified in Design-Builder's Post-Award Submittals shall be identified in writing to District prior to commencement of the Work.

8.8.2 Background Check. Design-Builder shall perform, prior to commencing Work on the Site, a thorough background check of each of the Key Persons and shall not, without prior written approval of District, employ any person to act as a Key Person if such background check, or other information known to Design-Builder, discloses a felony conviction or other matter which casts any reasonable doubt on the competency, reliability or honesty of such person.

8.8.3 Project Manager. The Key Person acting as project manager shall be deemed to have full authority to contractually bind Design-Builder, including, without limitation, the authority to bind Design-Builder to the terms of Contract Adjustments.

8.8.4 Transfer. Design-Builder’s Key Personnel are deemed of essence to the Design-Build Contract. No Key Person shall, for so long as he/she is employed by Design-Builder, be transferred to any other project nor any of his/her responsibilities reassigned at any time during performance of the Work without the prior written approval of District, which approval may be granted or withheld in District’s sole and absolute discretion.

8.8.5 Removal. District shall have the right, at any time, to direct the removal and replacement of any Key Person if his/her performance is determined by District, in its sole and absolute discretion, to be unsatisfactory.

8.8.6 Replacement. Any person proposed by Design-Builder as a replacement for a Key Person must be approved in advance by District, such approval not to be unreasonably withheld, after submission by Design-Builder to District of complete information concerning such person's experience and qualifications.

8.8.7 Communications. Important communications by Key Persons shall be confirmed in writing by



Design-Builder. Other communications by Key Persons shall be confirmed on written request in each case.

8.8.8 Contact Information. Design-Builder shall provide, prior to the start of the Work, telephone numbers where Key Persons can be reached 24-hours a day, 7 Days a week.

8.8.9 Signatures. Prior to commencing the Work, a facsimile of the signatures of the Key Person acting as project manager, as well as any other representatives of Design-Builder with authority to sign on behalf of and contractually bind Design-Builder, shall be submitted to District.

8.8.10 Exclusion from Site. Design-Builder shall at all times maintain good discipline and order at the Site among its employees and the employees of the subcontractors and subconsultants. Any person in the employ of Design-Builder or any of the subcontractors or subconsultants whom District deems, in its sole and absolute discretion, incompetent, unfit, intemperate, troublesome or otherwise undesirable shall be excluded from the Site and shall not again be employed on the Site except with written approval of District.

8.9 DESIGN-BUILD SCHEDULE

8.9.1 Preparation. Within thirty (30) Days after receipt by Design-Builder of the Notice of Intent to Award, the Design-Builder shall prepare and submit a Design-Build Schedule for the design and non-design portions of the Work, both in hard copy and electronically, for the District’s information and approval. The Design-Build Schedule shall in all respects conform to and be consistent with the time requirements for the Project set forth in the RFP Documents and the executed Design-Build Contract.

8.9.2 Detail. Activities shown in the Design-Build Schedule shall be in sufficient detail to demonstrate a practical plan to complete the design, engineering, fabrication and construction within the Contract Time and shall, at a minimum, include the following:

(1) A legend of scheduled activities; (2) Scheduled work activities that clearly indicate the scope of work to be completed; (3) All necessary Design activities, with appropriate deadlines for completion. (4) Major events, which are critical to the completion of the design and the Work (5) Submittals Section, containing activities for submittals, approvals, fabrication and

delivery of materials or other components that affect any work activity that has total float of 60 calendar days or less;

(6) OFCI/OFOI items; (7) Start up, Testing, Inspections and Commissioning; (8) Punch list formulation; (9) The Design-Builder’s closeout documentation and training; (10) The Design-Builder punch list corrective work; (11) Demobilization and Project completion; (12) A plot with a clearly highlighted critical path; (13) Calendar designations identifying all holidays and non-working days; (14) The Design-Build Schedule shall be cost loaded. (15) The Design-Build Schedule shall contain an activity code structure sufficient to

allow sorting/grouping by the following categories: a. Responsibility or subcontractor; b. Area; c. Location; d. CSI division; e. A code entitled “Update” that will identify the schedule submission when specific

activities were added to the network (new activities, Change Orders, RFI’s, etc.);

8.9.3 Format. The Design-Build Schedule shall be in the form of a critical path progress schedule that shows, in graphic form, a plan for performance of the Work within the Contract Time. It is explicitly understood that the schedule shall be employed by, and is vital to, the District in monitoring the progress of the Work and administering this



Contract. The CPM schedule shall be prepared using Primavera Project Planner version 3.1 or Primavera SureTrak version 3.0. Equivalency of a proposed substitute CPM program shall be determined by the District’s sole discretion upon the application from the Design-Builder. Regardless of which scheduling software is used it must have the capability of a definitive “Data Date” that will illustrate impacts to individual activities and the overall Project where an activity’s progress is not proceeding as originally planned or it has not started as planned. If a substitute CPM program is used in the development of the schedule, it is the responsibility of the Design-Builder to assure that it is readable in Primavera version 3.1. (1) The principles and definition of CPM and the terms used herein shall be as follows:

A. CPM network is a graphic description of the construction plan, showing the sequential steps needed to reach the completion of the Work. It shall depict events and tasks, and their interrelationships, and shall recognize the progress that must be made in one task before subsequent tasks can begin. The CPM network shall be comprehensive and shall include all interdependencies and interactions required to perform the Work of the Project. The only activity in the schedule that will not have a predecessor is the Project Start or Notice to Proceed Milestone. The only activity in the schedule that will not have a successor is the Project Completion Milestone. All other activities in the schedule shall have predecessor and successor logic ties.

B. Should the Design-Builder develop the schedule in any version of a Primavera product newer than Primavera Project Planner version 3.1 or SureTrak version 3.0 the schedule will be developed utilizing the “Project Level” coding not the “Enterprise” or “Global” Level. It is the Design-Builder’s sole responsibility to insure that all coding included in its schedules is transferred and readable by the District in the electronic format in Primavera Project Planner version 3.1. All activities in the Design-Build Schedule shall have sufficient code structure to enable a sort by activity code, or "rollup" of the activities in the form of a Summary Schedule. The code structure will allow sufficient sorting capabilities to group by responsibility (by subcontractor), location (building, floor, etc.), area, type (submittal, approval, change, update, etc), milestones and CSI division at a minimum.

C. The work activities comprising the Design-Build Schedule shall be of sufficient detail to ensure adequate planning and execution of the Work and such that the schedules provide an appropriate basis for monitoring and evaluating the progress of the Work. A work activity is defined as a singular task that requires time and resources (manpower, equipment, and/or material) to complete in a continuous operation (excepting submittal activities including review and approval activities; and material fabrication and procurement activities). No activity shall be less than one (1) or more than twenty (20) working days in duration for any on-site operation. All holidays and non-working days shall be identified by way of calendar designations.

D. The Design-Build Schedule shall contain activities for submittals, approvals, fabrication and delivery of materials or other components that affect any work activity that has total float of 60 calendar days or less. E. The Design-Build Schedule shall be a cost-loaded CPM schedule. The cost-loaded activities of the Design-Build Schedule shall tie directly into cost accounts from the Schedule of Values, which shall be in Construction Specifications Institute (CSI) format and shall be the basis for establishing the distribution of costs within the Schedule of Values. Costs relating to each activity shall be distributed evenly over the duration of the activity. Design-Builder agrees that the cost given by Design-Builder to each activity is the reasonable value thereof and may be used by the District as the basis to adjust the contract sum on account of additional work or work deleted from the contract. Failure by the Design-Builder to include any element of the work required for the performance of this Contract and completion of the Project, including all submittals, shall not excuse the Design-Builder from completing all work required within the time for completion, notwithstanding the District’s approval of the Design-Build Schedule.



F. No more than 10% of the total number of activities shown on the schedule shall be critical or near critical. Near critical is defined as float equal to or less than ten (10) working days. G. The schedule shall indicate the sequence and interdependency of all work activities. All activities should be linked by finish-to-start (FS) relationships. Other types of relationships shall be prohibited (including, but not limited to start-to-start, finish-to-finish, and start-to-finish relationships and relationship lags) unless specific permission is granted by the District. Any logic usage other than finish to start must be identified in a separate report to be submitted with the Design-Build Schedule to the District for approval. Constraints in the schedule shall be limited to those called for in the Contract Documents. Any additional constraints on activities shall be kept to a minimum and must be identified in a separate report to be submitted with the Design-Build Schedule to the District for approval. Finish-to-start relationships are permitted to have negative lags, but in no case will positive lags be permitted. Milestones shall also be limited to those specifically called for in the Contract Documents. Unless otherwise called for in the Contract Documents, there shall be only two milestones for the Work, one for the Notice to Proceed and one for Actual Project Completion.

H. Critical Work activities are defined as Work activities which, if delayed or extended, will delay the scheduled completion date of the Work. All other Work activities are defined as non-critical Work activities and are considered to have float.

I. Float is defined as the time that a non-critical Work activity can be delayed or extended without delaying the scheduled completion of milestones specified in this Paragraph 8.9 or the scheduled completion date of the Work, or both. Float time is not for the exclusive use or benefit of either the District or the Design-Builder. Neither the Design-Builder nor the District shall have an exclusive right to the use of float. Delays of any non-critical Work shall not be the basis for an extension of Contract Time until the delays consume the float associated with that non-critical Work activity and cause the Work activity to become critical. The Design-Builder shall not sequester float through strategies including extending activity durations to consume available float, use of preferential logic; use float suppression techniques like Zero Total Float constraints; use of special lead/lag logic restraints or imposed dates. Use of float time disclosed or implied by the use of alternate float suppression techniques shall be shared to the benefit of both the District and the Design-Builder. J. Design-Builder shall include a critical path activity titled “Inclement Weather Days” on the Design-Build Schedule. This activity shall have an initial duration of one and one-half (1.5) working days for each month of contract time. Inclement Weather Days shall be the last activity in the schedule prior to the milestone activity entitled “Contract Completion.” All predecessor activities must pass through the Inclement Weather Days activity. The Design-Builder shall apply to the District to use an Inclement Weather Day when a critical path activity has been delayed because of inclement weather. An Inclement Weather Delay day is defined as when the weather or effect thereof prevents the Design-Builder from working on the current critical path with at least 75% of its normal work force for more than 50% of the normal workday. The Design-Builder must apply for use of Inclement Weather Days in the same month as the inclement weather delay. The District shall determine if the Design-Builder’s request for use of Inclement Weather Days is approved or denied. The Inclement Weather Days activity shall not be statused with an actual start or finish date, or percentage of completion. Rather, it is a graphical accounting tool where the original duration shall be reduced by the agreed to weather impact. Inclement Weather Delays to non-critical activities will not be the basis for adjustment under this Paragraph. If, at Completion, there are inclement weather days remaining, the Completion date shall not be adjusted. If, at completion, additional inclement weather days are required, the District shall adjust the Completion date accordingly. Any time extension granted the Design-Builder due to inclement weather delays shall be in the form of excusable non-compensable days.



8.9.4 Updates. Throughout the performance of the Work, monthly updates shall be delivered, in hard copy and, if required by District, in an electronic form satisfactory to District Authorized Representative. In addition, Design-Builder shall regularly prepare and submit to District short term, three (3) week “look-ahead” schedules generated from the Design-Build Schedule approved by District. Except to the extent permitted by Contract Adjustment to the Contract Time approved by District in a duly executed Change Order or Unilateral Change Order, in no event shall the Design-Builder’s updates or “look ahead” schedules alter the dates for Actual Completion or Final Completion set forth in the Design-Build Schedule approved by District.

8.9.5 Governing Schedule. The governing schedule for the Work shall be the Design-Build Schedule or updated Design-Build Schedule approved by the District. Unless otherwise directed in a writing signed by District, no other schedule shall be used or relied upon by the Design-Builder or its subcontractors or subconsultants in planning or performing the Work or in connection with any request for a Contract Adjustment to the Contract Time.

8.9.6 Schedule Responsibility. Design-Builder is and shall remain solely responsible, notwithstanding the District’s review or approval thereof, for the accuracy, suitability and feasibility of all schedules it prepares for the Project, including, without limitation, the Design-Build Schedule, Submittal Schedule, “look ahead” schedules, recovery schedules and any updates thereof.

8.9.7 Condition of Payment. Compliance by Design-Builder with the requirements of this Paragraph 8.9 and the other provisions of the Contract Documents pertaining to preparing, submitting, revising and updating the Design-Build Schedule and Submittal Schedule is a condition to District’s obligation to make payment to Design-Builder. Recognizing that scheduling is a continuing, cumulative and recurring obligation, failure by District to assert a right to withhold payment under this Paragraph 8.9.7 due to a noncompliance by Design-Builder with its schedule obligations shall not waive or diminish the District’s right to withhold, or to disapprove of, future payments on account of such noncompliance or any other past or future noncompliance of the same or similar nature. In addition, if Design-Builder fails to perform any part of its obligations relating to scheduling, District shall have the right, but not the obligation, to retain one or more schedule consultants to perform the Design-Builder’s obligations and to withhold the cost to Design-Builder of such consultant services from payments to Design-Builder.

8.10 REPORTING, PROGRESS MEETINGS, DOCUMENTS AND SAMPLES AT THE SITE

8.10.1 Contract Documents. Design-Builder shall at all times while performing Work at the Site maintain, in good order, at the Site: (1) one legible set of the Contract Documents approved by DSA; (2) one legible copy of the current version of the other Contract Documents; and (3) one legible copy of the current version of approved Shop Drawings, Product Data, Samples and other Submittals.

8.10.2 Record Documents.

8.10.2.1 Design-Builder Responsibility. Design-Builder shall maintain Record Drawings and Specifications in a satisfactory record condition by posting, on a weekly basis (or, in the case of building or site mechanical, electrical, plumbing or fire sprinkler systems, as soon thereafter as is reasonable and practical), thoroughly and neatly, all Changes to the Work and the location of the Work, including, without limitation, the location of portions of the Work shown diagrammatically, as occurs in the actual construction of the Work, as well as any as-built conditions noted by other District Consultants, including, without limitation, District Consultants involved in the commissioning process. Each revision, change and notation shall be coordinated with other revisions, changes and notations and accurately annotated and cross-referenced by the Design-Builder.

8.10.2.2 Property of District. All Record Drawings and Specifications and other Record Documents shall be deemed the sole property of the District and at the earlier of Final Completion or termination of the Design-Build Contract, shall be turned over to District.

8.10.2.3 Final Completion. Design-Builder shall, as a condition to Final Completion and Final Payment, furnish the District with one (1) mylar and one (1) AutoCAD copy of the Record Drawings and one (1) annotated hard copy and one (1) computer disk (using software format acceptable to the District) of the Record Specifications. All electronic versions shall conform to the requirements of the CADD Standards. Each page of such Record Drawings and the cover page of such Record Specifications shall prominently bear the words "Record



Documents" and the Design-Builder’s approval by manual signature certifying that, to the best of his/her knowledge, they are true and accurate and that the indications thereon represent the actual condition of the Work.

8.10.2.4 Condition of Payment. Compliance by Design-Builder with the requirements of this Paragraph 8.10.2 shall be deemed a condition to Design-Builder’s right to payment upon its Applications for Payment.

8.10.3 Daily Reports.

8.10.3.1 Delivery. At the end of each Day that Design-Builder performs the Work on the Site, Design-Builder shall submit a daily report to District’s Authorized Representative (on the form provided or approved by District), together with applicable delivery tickets for all labor, materials and equipment furnished that Day. If requested by District, daily reports shall be delivered electronically.

8.10.3.2 Content. Daily Reports shall include the following information:

(1) Labor -The names of the workers, and for each such worker his/her classification and hours worked.

(2) Material -A list of the different materials used and for each different material the quantity used.

(3) Equipment -The type of equipment, size, identification number, and hours of operation, including loading and transportation, if applicable.

(4) Inspection and Testing Activities – A list of inspections performed by name of inspector and testing company and the type of inspection, items of the Work involved and a description of the outcome of such inspection or test.

(5) Visitors, Guests, Dignitaries – A list of visitors and guests by name, title, company and purpose of visit.

(6) Areas of the Work – A statement of the areas of the Site on which the Work was performed and a detailed description of the stage, status and progress of the Work in each such area at the beginning and end of the Day.

(7) Accidents, Delays, Defective Work – A description in detail of any injuries to the workers, accidents or delays that occurred or Defective Work that was encountered.

(8) Other Services and Expenditures – A description of other services and expenditures in such detail as District may require.

8.10.3.3 Payment. Timely and complete submission of daily reports by Design-Builder shall be a condition to Design-Builder’s right to payment under the Design-Build Contract.

8.10.4 Progress Meetings. Design-Builder shall attend all progress meetings at the Site, at which meetings progress of the Work shall be reported in detail with reference to the then-current updated Design-Build Schedule approved by the District. Progress meetings shall be held weekly, or at such other time or frequency as District, in its sole and absolute discretion, deems necessary. A representative of the Architect of Record, and each subcontractor and other subconsultant then actively performing Work or immediately scheduled to become active, shall have a competent and knowledgeable representative present at such progress meeting to report on the condition of the Work of such subcontractor or subconsultant and to receive relevant information. Meeting notes shall taken by District and distributed to District, Design-Builder, all meeting attendees and all other affected parties.

8.10.5 Notice Requirements. Under no circumstances shall information contained in Design-Builder's daily job reports, monthly reports or job meeting minutes relieve Design-Builder of its obligations to comply with, serve as a substitute for, nor constitute a waiver by District of its right to insist upon, Design-Builder’s compliance with the provisions of the Contract Documents relative to timely and complete notice to District of Changes, delays,



Claims, or other matters for which written notice is required by the Contract Documents.

8.10.6 Availability for Review. Copies or originals of all documents required to be maintained by the Design-Builder at the Site or required to be submitted to the District shall be available at any time for review by the District, District’s Authorized Representative, District Consultants, Inspectors of Record and Governmental Authorities.

8.10.7 Verified Reports. Without limitation to any of the Design-Builder's other obligations under the Contract Documents or Applicable Laws, the Design-Builder shall maintain at the Site, be acquainted with and comply with the provisions of the California Code of Regulations as they relate to the Project, including, without limitation, Titles 8, 17 and Part 1, Title 24, California Code of Regulations. A representative of the Design-Builder and Architect of Record shall, in accordance with the provisions of Part 1, Title 24 of the California Code of Regulations, prepare and file periodic and final verified reports on forms prescribed by DSA averring that of his/her own personal knowledge (as defined in California Education Code § 81141) the Work performed, during the period of time covered by the report, has been performed, and materials have been used and installed in every material respect in compliance with the Drawings and Specifications approved by DSA for the Project, together with such other detailed statements of fact as DSA may require.

8.11 SHOP DRAWINGS, PRODUCT DATA AND SAMPLES

8.11.1 Not Contract Documents. Shop Drawings, Product Data, Samples and other Submittals are not Contract Documents. Their purpose is to demonstrate for those portions of the Work for which Submittals are required the way the Design-Builder proposes to conform the Work to the designs and other information in the Contract Documents.

8.11.2 Coordination with Others. Design-Builder shall cooperate with District, District Authorized Representative, and District Consultants in the coordination of Design-Builder's Shop Drawings, Product Data, Samples and other Submittals with related documents submitted by the Separate Contractors.

8.11.3 Submission by Design-Builder.

8.11.3.1 Submission. All Shop Drawings, Product Data, Samples and other Submittals required by the Contract Documents, the District, DSA, and the Inspector Of Record shall be submitted to District for its review, with a copy to District’s Consultants or Separate Contractors as District may direct in writing. Informational Submittals (i.e., Submittals upon which no responsive action is expected) may be required and if so shall be limited to those Submittals so identified in the Contract Documents. Submittals made by Design-Builder which are not required by the Contract Documents may be returned without action. Design-Builder shall provide the following numbers of copies:

(1) Certifications: One (1) copy;

(2) Shop Drawings: Three (3) prints of each original drawing;

(3) Product Data/Material Lists: Three (3) copies;

(4) Samples: a. General: As identified in individual specification Section.

b. Color/Pattern Selection: One set of manufacturer's complete range for initial selection; additional samples as requested of selected color/pattern for final color schedule.

(5) Substitutions: Three (3) copies.

(6) Maintenance/Operating Manuals: Three (3) copies.

(7) Record Drawings: One complete set, clearly identified as Record Drawings.

(8) Record Survey: One (1) copy.

(9) Guarantees: Three (3) copies.



8.11.3.2 Design-Builder Approval. The Design-Builder and Architect of Record shall review, stamp "approved" and submit Design-Builder's Shop Drawings, Product Data, Samples and other Submittals to the District, in accordance with the latest Submittal schedule approved by the District. The Design-Builder's approval and submission of Submittals constitutes a representation that the Design-Builder has determined or verified materials and field measurements and conditions related thereto, and that it has checked and coordinated the information contained within such Submittals with the requirements of the Contract Documents and with the Submittals for related Work. Submittals without evidence thereon of the Design-Builder’s approval shall be returned, without further consideration, for resubmission in accordance with these requirements.

8.11.3.3 Transmittal. All Submittals shall be accompanied by an accurately completed transmittal in the form required by District. With respect to Submittals of documents, the transmittal shall give a list of the numbers of the sheets submitted. All sheets shall be marked with the name of the Project and the name of Design-Builder, shall be numbered consecutively and referenced to the sheets or paragraphs of the Drawings and Specifications affected. A separate transmittal form shall be used for each specific item or class of material or equipment for which a Submittal is required. Transmission of Submittals of various items using a single transmittal form will be permitted only when the items taken together constitute a manufacturer's "package" or are so functionally related that expediency dictates review of the group or package as a whole. Any Submittal not accompanied by such transmittal form, or where all applicable items on the form are not completed, may be returned for re-submittal without review.

8.11.3.4 Timing. Whether or not a particular Submittal has been identified for review by District only or by District and a Design Consultant, Design-Builder shall in all cases submit its Submittals within a time frame sufficiently early to allow review of the same by the District and District Consultants without causing delay to construction progress. Design-Builder will be responsible to pay, at Design-Builder’s own expense, additional services fees and costs incurred by District to the Inspectors of Record and District Consultants in order to expedite review of Submittals which are not submitted in a timely fashion.

8.11.3.5 Content. Submittals shall consist of the appropriate combination of catalog sheets, material lists, manufacturer’s brochures, technical bulletins, specifications, diagrams and product samples, necessary to describe a system, product or item. Submittals shall show in detail the size, sections and dimensions of all members, the arrangement and construction of all connections, joints and other pertinent details, and all holes, straps and other fittings for attaching the Work. When required by the Contract Documents, engineering computations shall be submitted.

8.11.3.6 Professional Certifications. When professional certification of performance criteria of materials, systems or equipment is required by the Contract Documents, District, and the District Consultants shall be entitled to rely upon the accuracy and completeness of such calculations and certifications.

8.11.3.7 Multiple Submittals. Except where the preparation of a Submittal is dependent upon the approval of a prior Submittal, all Submittals pertaining to the same class or portion of the Work shall be submitted simultaneously.

8.11.3.8 Notation of Revisions. Design-Builder shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples or other Submittals, to revisions other than those requested by District or District Consultants on previous Submittals.

8.11.3.9 Duplicates. Design-Builder shall be responsible for delivering duplicates of Submittals to all other persons whose work is dependent thereon.

8.11.4 Review of Submittals. District shall have the right, but not the obligation, to retain District Consultants to review and/or approve Shop Drawings, Product Data and Samples and other Submittals. Such action will be taken with such promptness as to cause no unreasonable delay in the Work. A District’s Consultant’s review, approval or other action upon the Design-Builder’s Submittals shall be for the limited purpose of checking for conformance with the Design Intent and is not conducted for the purpose of determining the accuracy and completeness of other details such as dimensions and quantities, or for substantiating instructions for installation or



performance of equipment or systems, all of which remain the responsibility of the Design-Builder as required by the Contract Documents. Design-Builder shall, notwithstanding any review or approval thereof by District, or a District Consultant, be solely responsible for the content of all Submittals. Without limitation to the foregoing, deviations in Submittals from requirements of the Contract Documents shall remain the sole responsibility of Design-Builder unless Design-Builder has specifically informed District in writing of such deviation at the time of submission of the Submittal and District has given specific written approval thereof.

8.11.5 Contract Adjustments. Subject to Design-Builder’s rights and obligations under Article 20, revisions indicated on Shop Drawings, Product Data, Samples or other Submittals shall not be considered as a basis for a Contract Adjustment.

8.11.6 Compliance with Contract. Design-Builder shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product Data, Samples or other Submittals until the respective Submittal has been returned by the District with an indication that it has been reviewed and that the Work addressed by the Submittal may proceed. Such Work shall be in accordance with such Submittals, unless such Submittal indicates that there are corrections to be made. If corrections are indicated to be made then the Work shall be in accordance with the resubmitted and corrected Submittal that is reviewed and returned to the Design-Builder by the District.

8.11.7 DSA Deferred Approval. With respect to any items for which a deferred approval by DSA is permitted under the Contract Documents and Applicable Laws, Design-Builder shall submit its related Submittals to DSA, and District with an original, manual signature of the professional engineer registered in the State of California responsible for preparing such Submittal.

8.12 USE OF SITE

8.12.1 Staging Area. Design-Builder will be assigned staging space on or adjacent to the Site, and all field offices, materials and equipment shall be kept within this area. Unless otherwise required by the Contract Documents, Design-Builder shall be responsible for restoring such areas and surrounding areas to the condition they were in prior to Design-Builder’s commencement of the Work.

8.12.2 Existing Improvements. During the installation of the Work, Design-Builder shall ensure that Existing Improvements are adequately protected. Upon Final Completion of the Work, all Existing Improvements not required by the Contract Documents to be demolished that may have been damaged shall be restored to the condition they were in prior to Design-Builder’s commencement of the Work.

8.12.3 Operations at Site. Design-Builder shall confine operations, access and parking at the Site to areas permitted by Applicable Laws, and District and shall not unreasonably encumber the Site with materials or equipment. Design-Builder acknowledges that it is experienced in performing construction within limited and confined areas and spaces such as those that are anticipated to exist on this Project and agrees to assume responsibility, without a Contract Adjustment, to take all special measures (including, without limitation, those related to protection, storage, staging and deliveries) as may be necessary to adapt its performance to the constraints of the Site.

8.12.4 Coordination. Design-Builder shall coordinate Design-Builder's operations with, and secure the approval of, District before using any portion of the Site.

8.12.5 Unauthorized Use. Personnel of Design-Builder and the subcontractors and subconsultants shall not occupy, live upon or otherwise make use of the Site during any time that the Work is not being performed at the Site, except as otherwise approved by District.

8.12.6 College Activities. Design-Builder shall, prior to performing the Work at an operating college campus, familiarize itself with the uses of the Existing Improvements by College and other occupants of the Site and Existing Improvements, including, without limitation, student uses, staff and business operations, schedule of classes, examinations, class locations, public uses, employee uses, visitor uses, planned functions and ceremonies, and coordinate its planning, staging, scheduling, coordination and performance of the Work to cause minimum amount of inconvenience or interference (whether before, during or after instructional hours) therewith. Design-Builder shall enclose the working areas with a substantial barricade that is reasonably designed to preclude entry by



visitors, the public or College personnel not involved in the performance of the Work.

8.12.7 Site Security. Design-Builder is responsible for the security of the Site and all of the Work, as well as the work of the Separate Contractors or District’s own forces that occurs on the Site. Fences, barricades and other perimeter security shall be maintained in good condition and secured with locking devices. Damage shall be repaired immediately. Graffiti and unauthorized postings shall be removed or painted over so as to maintain a clean and neat appearance. Mobile equipment and operable machinery shall be kept locked or otherwise made inoperable whenever left unattended.

8.12.8 Persons on Site. Design-Builder shall not allow any person, other than the workers on the Project, authorized representatives of a union, or other individuals authorized by District, to come upon any portion of the Site where the Work is being performed. Only authorized personnel will be permitted on the Site. Design-Builder shall at all times maintain good discipline and order among its employees and the employees of subcontractors and subconsultants. Any person in the employ of Design-Builder or any of subcontractor or subconsultant whom District may deem, in its sole and absolute discretion, incompetent, unfit, intemperate, troublesome or otherwise undesirable shall be excluded from the Site and shall not again be employed on the Site except with written approval of District and all Losses to Design-Builder or District associated therewith shall be paid at Design-Builder’s own expense.

8.12.9 College Activities. Design-Builder shall, prior to performing the Work at an operating College campus, become informed and take into specific account the schedule of classes, examinations, class locations, planned functions and ceremonies, and other scheduled campus activities on the Site and coordinate its planning, staging, scheduling, coordination and performance of the Work so as to minimize any interference or disruption (including, without limitation, noise and dust) to campus functions and activities, whether before, during or after instructional hours. The Design-Builder shall enclose the working area with a substantial barricade and arrange the Work to cause minimum amount of inconvenience and danger to students, faculty, staff and visitors. Where necessary for safety of the public and protection of adjacent improvements and property, Design-Builder shall provide and maintain adequate protection, chain link fences, gates and barricades to separate work areas from areas outside the job site limits. At the locations where trenching and construction operations overlap with the campus wide ADA path of travel, the Design-Builder shall take all the necessary provisions to maintain an un-interrupted ADA path of travel.

8.12.10 Dust, Fumes, Noise. Design-Builder shall take preventive measures to minimize, and eliminate wherever reasonably possible, generation of dust, fumes and noise.

8.12.11 Confinement of Operations. Design-Builder shall confine apparatus, the storage of materials and the operations of the workers to limits indicated by Contract Documents or as otherwise directed by District in writing.

8.12.12 Prohibited Substances. Design-Builder shall not permit (1) the possession or use of alcohol or controlled substances on the Site or (2) smoking in other than designated smoking areas approved by District.

8.12.13 Survey Markers. Design-Builder shall take care in accordance with the Standard of Care applicable to Design-Builder’s performance of the Work to prevent the disturbance or covering of any survey markers, monuments or other devices marking property boundaries or corners. If such markers are disturbed, they shall be replaced by Design-Builder by means of the services of a licensed land surveyor. The costs of such replacement shall be at Design-Builder’s own expense.

8.12.14 Drainage, Erosion. Design-Builder shall be responsible for changes in patterns of surface water drainage resulting from, and related erosion control made necessary by, the performance of the Work.

8.12.15 Trenches. As required by California Labor Code §6705, if the Contract Sum exceeds Twenty-Five Thousand Dollars ($25,000) and involves the excavation of any trench or trenches five (5) feet or more in depth, Design-Builder shall, in advance of commencing excavation, submit to District a detailed plan showing the design of shoring, bracing, sloping or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trench or trenches. If such plan varies from the Shoring Systems Standards established by the Construction Safety Orders of the California Division of Industrial Safety, the plan shall be prepared by a registered civil or structural engineer, employed by Design-Builder at Design-Builder’s own expense.



Nothing in this Paragraph 8.12.15 shall be deemed to allow the use of a system less effective than that required by such Construction Safety Orders. No excavation of such trench or trenches shall be commenced until such plan has been approved by District. Nothing in this Paragraph 8.12.15 shall be construed to impose any liability, including, without limitation, any tort liability, upon the District or upon any of its officers, agents, representatives or employees and Design-Builder shall, notwithstanding the review or approval of Design-Builder’s plan by District, remain solely responsible for the sufficiency of its plan prepared pursuant to this Paragraph 8.12.15.

8.13 CUTTING AND PATCHING

8.13.1 Design-Builder Responsibility. Design-Builder is responsible for all cutting, fitting or patching required to complete the Work and to make its parts fit together properly both among themselves and with any Existing Improvements and the work of the Separate Contactors and of District’s own forces.

8.13.2 DSA Review. Cutting, boring, sawcutting or drilling through structural elements of Existing Improvements is not to be started until the details (if the details are not already shown in, or as shown do not conform to, the DSA-approved Contract Documents) have been reviewed and approved by the appropriate subconsultant responsible for structural engineering and the DSA field engineer.

8.13.3 Damage. In all cases, cutting shall be performed under the supervision of competent mechanics skilled in the applicable trade and openings shall be cut as small as possible to prevent unnecessary damage. Design-Builder shall not damage or endanger a portion of the Work, Existing Improvements or fully or partially completed construction of District's own forces or of the Separate Contractors by cutting, patching, excavating or otherwise altering such construction.

8.13.4 Separate Contractors. Design-Builder shall not cut or otherwise alter construction by Separate Contractors except with the written consent of District, which consent shall not be unreasonably withheld, delayed or conditioned. When asked, Design-Builder shall not unreasonably withhold from the Separate Contractors the Design-Builder's consent to their cutting or other alteration of the Work as required to complete the work of the Separate Contractors.

8.14 UTILITIES AND SANITARY FACILITIES

8.14.1 Existing Utilities. Except as otherwise required by California Government Code §4215, Design-Builder shall contact all relevant utility providers and arrange for obtaining all available information, concerning location of subsurface utility lines. Prior to commencement of any digging Design-Builder shall make its own investigation, including exploratory excavations, to determine the locations and type of Work which could result in damage to such utilities. In accordance with California Government Code §§4216 et seq., except in an emergency, Design-Builder shall contact the appropriate regional notification center at least two (2) working days, but not more than fourteen (14) Days, prior to commencing any excavation, if the excavation will be conducted in an area which is known, or reasonably should be known, to contain sub-service installations, and shall obtain an inquiry identification number from the regional notification center. Design-Builder shall not assume, unless actual observed surface conditions at the Site indicate otherwise, that utilities are located in the same location as indicated on the as-built records or other information obtained by Design-Builder. Design-Builder shall conduct potholing in advance of digging in any areas where there are not apparent surface conditions at the Site indicating the actual location of underground utilities and be at all times vigilant in watching for any conditions encountered, above or below the surface of the ground, that might indicate that underground utilities are at locations other than those indicated by the as-built records or other information obtained by Design-Builder. Design-Builder shall perform its digging operations in a slow and meticulous manner so as to avoid wherever reasonably possible damaging existing underground utilities. Design-Builder shall, at Design-Builder’s own expense, make good any Loss to District or others as a result of Design-Builder’s failure to perform any of its obligations under this Paragraph 8.14.1. Nothing stated in this Paragraph 8.14.1 shall be interpreted as requiring Design-Builder to have performed subsurface exploration or potholing for the purpose of locating subsurface utilities at the Site prior to the Final Proposal Submission Date or as precluding the Design-Builder from a receiving Contract Adjustment for unknown subsurface utilities constituting



differing site conditions that are encountered in the course of performing the Site investigation or potholing required by this Paragraph 8.14.1.

8.14.2 District Responsibility. If and to the extent required by Government Code §4215, District assumes the responsibility for removal, relocation, and protection of those existing main or trunkline utility facilities located at the Site at the time of commencement of the Work that are not identified in the Contract Documents. Design-Builder shall, to the extent not arising from the failure of Design-Builder to exercise reasonable care and to the extent permitted by Article 20, be entitled to a Contract Adjustment for relocating, repairing or removing any utility facilities not indicated in the Contract Documents with reasonable accuracy (including, without limitation, equipment on the Site necessarily idled thereby) and delays caused by District’s or a utility district’s failure to provide for the removal or relocation of such utility facilities shall be deemed Compensable Delay. Nothing herein shall be deemed to require District to indicate the presence of existing service laterals or appurtenances whenever the presence of such utilities on the Site can be inferred from the presence of other visible facilities, such as buildings or meter junction boxes located on or adjacent to the Site.

8.14.3 Use of Utilities. All utilities, including but not limited to electricity, water, gas and telephone, used in performance of the Work (including, without limitation, meters and temporary distribution systems from distribution points to points on Site where a utility is needed) shall be furnished by Design-Builder or, if furnished by District, shall be paid for by Design-Builder at Design-Builder’s own expense. Upon Final Completion of the Work, Design-Builder shall remove all temporary distribution systems. If the Work involves an addition to an existing facility, Design-Builder may, with written permission of District, granted or withheld in District’s sole and absolute discretion, use District’s existing utilities by making prearranged payments to District for utilities used by Design-Builder. When it is necessary to interrupt any existing utility service to make connections, a minimum of two (2) working days’ advance notice shall be given to District. Interruptions shall be of the shortest possible duration and shall be scheduled during a time of Day that minimizes its impact on the operations of the existing facility. Any Loss to District or Design-Builder associated with interruption of a utility service as a result of Design-Builder’s breach of, or failure to fully comply with, its obligations under this Paragraph 8.14.3 shall be paid for by Design-Builder at Design-Builder’s own expense.

8.14.4 Sanitary Facilities. Design-Builder shall provide sanitary temporary toilet facilities, for the use of all the workers, in no fewer numbers than required by Applicable Laws, plus such additional facilities as may be directed by District. Such facilities shall be maintained in a sanitary condition at all times. Use of existing or permanent toilet facilities shall not be permitted except by written consent of District.

8.15 CLEANING UP

8.15.1 Design-Builder Responsibility. Throughout the construction period, the Design-Builder shall at all times keep the site of the work in a presentable condition, free from debris such as waste, rubbish and excess materials and equipment caused by the performance of the Work, dispose of any surplus materials, clean out all drainage ditches and structures, and repair any fences or other property damaged during the progress of the work, to the satisfaction of the District. At the end of each Day that Work is performed, Design-Builder shall not leave debris under, in or about the Site but shall promptly dispose of or remove same from the Site. Without limitation to other clean up requirements of the Contract Documents, upon Final Completion, Design-Builder shall: (1) clean the interior and exterior of the buildings, including fixtures, equipment, walls, floors, ceilings, roofs, window sills and ledges, horizontal projections and any areas where debris has collected so surfaces are free from foreign material or discoloration; (2) clean and polish all glass, plumbing fixtures, finish hardware and similar finish surfaces and equipment; and (3) remove temporary fencing, barricades, planking, sanitary facilities and similar temporary facilities from the Site.

8.15.2 Cleanup by District. If Design-Builder fails upon 24 hours’ notice by District to perform its obligation to clean up or repair under this Paragraph 8.15, District may at its option, undertake these obligations, and withhold the cost of performing these obligations, plus an additional fee of twenty-five (25%) for administrative costs, from payments to Design-Builder.



8.16 ACCESS TO THE WORK

8.16.1 District. District, Inspectors of Record, Design Consultant and District Consultants, and their representatives, and such other persons as authorized by District, shall at all times have access to the Work, either in preparation or in progress. Design-Builder shall provide safe and proper facilities for such access so that they and their representatives may perform their functions safely.

8.16.2 Separate Contractors. District, using its own forces or those of Separate Contractors, may, at any time during the performance of the Work, enter the Site for the purpose of performing construction or for any other purpose. Design-Builder shall cooperate with District, District's own forces and Separate Contractors and not interfere with other work being done by them or on their behalf.

8.16.3 Delivery Routes. Design-Builder shall arrange for delivery of material over routes designated by District.

8.17 INTELLECTUAL PROPERTY RIGHTS

The Design-Builder shall pay all royalties and license fees relating to use of Intellectual Property Rights. The Design-Builder shall defend suits or claims for infringement of Intellectual Property Rights and shall defend, indemnify and hold harmless the Indemnitees in accordance with the terms of Paragraph 8.18 from Loss on account thereof, unless a particular design, process or product that includes or utilizes Intellectual Property Rights is required by the Project Criteria or an Approved Deviation; provided, however, that if the Design-Builder has information leading it to believe that its use of a particular design, process or product required by the Project Criteria or an Approved Deviation would constitute an infringement of an Intellectual Property Right, then the Design-Builder shall nonetheless be responsible to provide such defense, indemnification and hold harmless if such information is not promptly furnished in writing to the District.

8.18 INDEMNIFICATION

8.18.1 General Indemnity. To the fullest extent permitted by Applicable Laws, Design-Builder agrees to indemnify, immediately defend (through counsel reasonably acceptable to District) at its own expense and hold harmless, District, College, Board of Trustees, and each of their respective Trustees, members, officers, employees, agents, insurers and volunteers ("Indemnitee(s)”) from any and all Losses, whether real or alleged, regardless of whether caused in part by such Indemnitee or its agents, servants or independent contractors who are directly responsible to such Indemnitee, arising out of or relating to any of the following:

(1) any act or omission of Design-Builder or a subcontractor or a subconsultant, of any tier;

(2) the activities of Design-Builder or a subcontractor or a subconsultant, of any tier, on the Site or on other properties related to performance of the Work or the preparation for performance of the Work;

(3) the payment or nonpayment of a subcontractor or subconsultant, of any tier, for the Work performed, except where such nonpayment is the result of a breach by District of its payment obligations under the Contract Documents;

(4) the existence or dispersal of any Hazardous Substances or mold on the Site as a result of a failure by Design-Builder or a subcontractor’s or subconsultant, of any tier, to comply with its obligations under the Contract Documents;

(5) the violation by Design-Builder or a subcontractor or a subconsultant, of any tier, of an obligation under Paragraph 8.17, involving infringement of an Intellectual Property Right; or

(6) the violation by Design-Builder or a subcontractor or subconsultant, of any tier, of any Applicable Law;

(7) penalties threatened, sought, or imposed on account of the violation of any Applicable Laws caused by the action or inaction of Design-Builder;

(8) claims and liens for labor performed or materials used or furnished to be used on the job,



including all incidental or consequential damages from such claims or liens; and

(9) failure of Design-Builder to comply with the provisions of the Contract Dcouments relating to insurance;

PROVIDED, HOWEVER, that nothing contained herein shall be construed as obligating Design-Builder to indemnify an Indemnitee for Losses resulting from the sole negligence, active negligence or willful misconduct of such Indemnitee or its agents, servants or independent contractors who are directly responsible to such Indemnitee or from a defect in design furnished by such Indemnitee, where such sole negligence, active negligence, willful misconduct or design defect has been determined by agreement of Design-Builder and that Indemnitee or has been adjudged by the final and binding findings of a court or arbitrator of competent jurisdiction. In instances where the active negligence or willful misconduct of an Indemnitee or its agents, servants or independent contractors who are directly responsible to such Indemnitee or a defect in a design furnished by such an Indemnitee accounts for only a portion or percentage of the Loss involved, the obligation of Design-Builder will be for that portion or percentage of the Loss not due to such active negligence, willful misconduct or design defect.

8.18.2 Indemnification of Adjacent Property Owners. In the event Design-Builder enters into any agreement with the owners of any adjacent property to enter upon such property for the purpose of performing the Work or other activities incidental to the Work, Design-Builder shall fully indemnify, defend and hold harmless any person or entity which owns or has any interest in such adjacent property against any Loss resulting from the acts or omissions of the Design-Builder or its subcontractors or subconsultants. The form and content of such indemnification agreement shall be approved by District prior to commencement of any Work on or around such property.

8.18.3 Insurance and Employment Benefits. The indemnification, defense and hold harmless obligations of Design-Builder under this Paragraph 8.18, as well as any such obligations stated elsewhere in the Design-Build Contract, General Conditions or other terms and conditions that are part of the RFP Documents: (1) shall not be limited by the amounts or types of insurance (or the deductibles or self-insured retention amounts of such insurance) which an Indemnitee, District Consultants, Design-Builder or a subcontractor or subconsultant, of any tier, is required to carry under the terms of the Contract Documents; (2) are independent of and in addition to the Indemnitees’ rights under the insurance to be provided by an Indemnitee, District Consultants, Design-Builder or a subcontractor or subconsultant, of any tier; and (3) shall not be limited, in the event of a claim against an Indemnitee by an employee of Design-Builder, a subcontractor a subconsultant anyone directly or indirectly employed by them or anyone for whose acts they may be liable, by a limitation on amount or type of damages, compensation or benefits payable under any worker’s compensation act, disability benefit act or other employee benefit program.

8.18.4 Third Party Indemnity Agreements. Design-Builder agrees to obtain or cause to be obtained executed defense and indemnity agreements from each and every subcontractor and subconsultant, of every tier, that include provisions identical in respect to the scope and protection they afford to the Indemnitees to that which is afforded to the Indemnitees by this Paragraph 8.18.

8.18.5 Implied Indemnity Rights. Notwithstanding anything stated in this Paragraph 8.18 or elsewhere in the Contract Documents to the contrary, an Indemnitee’s right to seek equitable indemnity and contribution from Design-Builder is in no way diminished, limited or precluded by any agreement by Design-Builder to provide express contractual indemnity to such Indemnitee. Design-Builder’s obligations under this Paragraph 8.18 shall be deemed to completely eliminate and preclude any right by Design-Builder to seek contractual or equitable indemnity or contribution from any Indemnitee for any Loss covered by the Design-Builder’s express indemnification obligations under this Paragraph 8.18.

8.18.6 Obligation to Defend. The Design-Builder’s obligation to defend under this Paragraph 8.18 includes, without limitation, the obligation to immediately reimburse an Indemnitee for any attorney’s fees, court costs (statutory and non-statutory), arbitration and mediation expenses, professional, expert and consultant fees, investigative costs, postage costs, document copying costs, telecopy costs and any and all other costs and expenses associated with defense of such Indemnitee as and when incurred by any Indemnitee in defense of a claim by any third person or entity as a result of Design-Builder’s failure or refusal to comply with its immediate defense obligation



to such Indemnitee. Nothing stated in this Paragraph 8.18 or elsewhere in the Contract Documents shall be interpreted as providing or implying that the obligation of Design-Builder to defend an Indemnitee against an alleged Loss that is within the scope of the Design-Builder’s indemnification obligation under this Paragraph 8.18 or under any other provision of the Contract Documents is to any extent released, excused, limited or relieved by a finding, determination, award or judgment by a court or arbitrator that the alleged Loss was due to circumstances not within the scope of such indemnification obligation.

8.19 OWNERSHIP AND USE OF DOCUMENTS

8.19.1 Property of District. With the exception of matters or things that are subject to a patent or copyright issued by the United States Government, all Design Documents, Contract Documents and Project Documents that are prepared by Design-Builder or any subcontractor or subconsultant, of any tier, for use in connection with the Project, including any designs, building designs or other depictions underlying or shown in them, and the Intellectual Property Rights thereto, shall be deemed the sole and exclusive property of District and ownership thereof is irrevocably vested in District.

8.19.2 Assignment of Rights. Design-Builder shall, without further consideration, obtain and if necessary transfer in writing any and all Intellectual Property Rights in the Design Documents, Contract Documents and Project Documents prepared by Design-Builder or any subcontractor or subconsultant for use in connection with the Project, including any designs, building designs or other depictions underlying or shown in them, free and clear of any liens or other encumbrances, claims or rights of third parties, to District and cooperate with District in securing and registering such rights, such that, with the exception of matters or things that are subject to a patent or copyright issued by the United States Government, District shall own all Intellectual Property Rights and any other tangible and/or intangible property rights associated with such Design Documents, Contract Documents and Project Documents. Such transfer and assignment shall include, but are not be limited to, all rights in related plans, specifications, documentation, derivative works and moral rights. With respect to matters contained in the Design Documents, Contract Documents and Project Documents or things incorporated into the Work that are subject to a patent or copyright issued by the United States Government, the Design-Builder hereby grants to District a royalty-free, irrevocable, unconditional and perpetual license to use, modify and copy such matters or things for the purposes of the construction, use, maintenance or renovation of, or future additions to, the Project.

8.19.3 Design-Builder’s Warranty. Design-Builder represents and warrants that the Design Documents, Contract Documents and Project Documents prepared by Design-Builder or any subcontractor or subconsultant for use on the Project, and the use thereof in the ordinary course, are free of any claim of infringement or any other violation of any Intellectual Property Right or other right of any third party.

8.19.4 Non-Exclusive License. Without derogation of the District’s rights under this Paragraph 8.19.4, Design-Builder, subconsultants and subcontractors, of every tier, are granted a limited, non-exclusive license, revocable at will of the District, to use and reproduce applicable portions of the Design Documents, Contract Documents and Project Documents as appropriate to and for use in the execution of the Work and for no other purpose.

8.19.5 Reproduction. Design-Builder shall do all reproduction and distribution of such reproducible prints of Design Documents, Contract Documents and Project Documents as are necessary for the complete pricing and performance of the Work, including, without limitation, all Changes. The costs of such reproduction shall be at Design-Builder’s own expense.

8.19.6 Delivery to District. All Design Documents and Contract Documents (including originals and copies) in the possession of the Design-Builder or the subcontractors or subconsultants shall be returned to the District upon the earlier of Final Completion or termination of the Design-Build Contract; provided, however, that the Design-Builder shall have the right to retain one (1) copy of the Contract Documents and Submittals as a permanent record. Design Documents prepared by Design-Builder or its subcontractors or subconsultants shall be in electronic form and shall be both fully indexed and editable.



8.19.7 Subcontractors, Subconsultants. Design-Builder shall take all necessary steps to ensure that a provision is included in all contracts with subcontractors and subconsultants, of every tier, who perform Work on the Project protecting and preserving District’s rights as set forth in this Paragraph 8.19.

9. DATE OF COMMENCEMENT; PAYMENTS; COMPLETION.

9.0 Date of Commencement. The Date of Commencement shall not be postponed by the failure of Design-Builder or of persons or entities for whom Design-Builder is responsible to perform an obligation. Design-Builder shall not knowingly, except by agreement or instruction of the District in writing, commence operations on the Site or elsewhere prior to receipt of a Notice to Proceed with Construction. Design-Builder shall not commence any Work at the Site prior to its obtaining the insurance required by Article 6, and the Performance Bond and Payment Bond required by Article 4, and the Date of Commencement of the Work shall not be changed by the effective date of such insurance or bonds.

9.0.1 Contract Time. Design-Builder shall proceed expeditiously with adequate forces and shall achieve completion of the Final Construction Documents, Final Completion within the Contract Time, as adjusted for extensions of time duly permitted, authorized and noticed as provided in the Contract Documents.

9.0.2 Adjustments to Contract Time. Subject to the limitations set forth in this Article 9 and elsewhere in the Contract Documents, the Contract Time shall be extended for Compensable Delays and Excusable Delays and shall, where appropriate, be shortened for Deleted Work.

9.0.3 Early Completion. Nothing stated in these General Conditions or elsewhere in the Contract Documents shall be interpreted as creating any contractual right, express or implied, on the part of Design-Builder to finish the Work, or any portion of the Work, earlier than the Contract Time. Design-Builder has included in its Contract Sum the costs of all Design-Builder’s and its subcontractors’ and subconsultants’ direct and indirect overhead, including but not limited to all staff, temporary facilities, temporary utilities and home office overhead for the entire duration of the Contract Time. The above costs have been included in the contract sum notwithstanding Design-Builders anticipation of possibly completing the work in fewer days than established by the contract time. Under no circumstances (including, without limitation, circumstances in which the District has approved in writing of Design-Builder completing early) shall the District be liable to Design-Builder for any Losses, of any kind, due to the inability of Design-Builder to complete the Work earlier than the Contract Time, regardless of the cause, including, without limitation, delays due to acts or omissions (intentional or negligent) of the District, Inspectors of Record, District Consultants, Separate Contractors or others. If the Design-Builder anticipates completing early, it must obtain in advance District’s approval in writing of such early completion. Approval by District of such early completion may be granted or withheld in the District’s sole and absolute discretion. If such approval is granted, it shall not entitle Design-Builder to an adjustment or advancement of the schedule for Progress Payments or Final Payment and Design-Builder’s right to payment of Final Payment shall, notwithstanding the provisions of Public Contract Code 7107, not occur until sixty (60) Days after the expiration of the Contract Time for Final Completion.

9.1 PAYMENTS BY DISTRICT

9.1.1 Time for Payment. Subject to the rights of withholding and nullification as set forth elsewhere in this Article 9, District shall make payment of undisputed sums due to Design-Builder upon Applications for Payment after receipt of an Application for Payment that has been properly prepared and timely submitted by the Design-Builder in accordance with the Contract Documents and for which a Certification for Payment had been issued by the District approving of such payment.

9.1.2 Not Acceptance. No approval, inspection or use of, or payment for, the Work by District or by any person or entity acting on District’s behalf shall constitute acceptance of Work that is not in accordance with the Contract Documents or a waiver of any of District’s rights under the Contract Documents.

9.1.3 Reserved.



9.1.4 Disputed Payments. No good faith dispute or disagreement between District and Design-Builder with respect to the amount of any payment claimed due by Design-Builder shall relieve or excuse Design-Builder from the obligation to proceed with and maintain continuous, expeditious and uninterrupted performance of the Work.

9.2 APPLICATIONS FOR PAYMENT

9.2.1 Submission by Design-Builder. Applications for Payment requesting Progress Payment shall be properly prepared and submitted by Design-Builder to District once a month on the first (1st) Day of the month. If the

first (1st) Day of the month is a weekend or legal holiday, the Application for Payment shall be submitted on the next

working day.

9.2.2 Period of Application. The period covered by each such Application for Payment requesting Progress Payment shall be one calendar month ending on the last day of the month immediately preceding the month in which such Application for Payment is submitted.

9.2.3 Schedule of Values. Each Application for Payment shall be accompanied by a Schedule of Values prepared and submitted in accordance with the requirements of the Contract Documents, including, without limitation, the provisions of Section 9.3.

9.2.4 Changes in Work. Applications for Payment may include requests for payment on account of Changes in the Work or which additional compensation is required under the Contract Documents provided those Changes have been properly authorized by Change Order or Unilateral Change Order.

9.2.5 Progress Payments. Applications for Payment requesting Progress Payments shall be based on amounts calculated in accordance with the provisions of Section 9.4.

9.2.6 Percentage Completion. Applications for Payment requesting Progress Payments shall indicate the Design-Builder’s estimate of the percentage of completion of each line item listed in the Schedule of Values as of the end of the period covered by the Application for Payment.

9.2.7 Disagreements. In the event of a disagreement between District and Design-Builder over the accuracy or reasonableness of the Design-Builder’s statement of percentage progress achieved in the Application for Payment, the District shall make a good faith determination of the percentage, which percentage shall then be inserted by Design-Builder in the Application for Payment and the Application for Payment submitted, or resubmitted, incorporating such revision.

9.2.8 Reserved.

9.2.9 Certification by Design-Builder. Each Application for Payment that is submitted by Design-Builder shall be signed by Design-Builder with a certification by Design-Builder to District that: (1) the data comprising the Application for Payment is accurate and the Work has progressed to the point indicated; (2) to the best of Design-Builder's knowledge, information and belief, the Work is in accordance with the Contract Documents; (3) Design-Builder is entitled to payment in the amount certified; and (4) all sums previously applied for by Design-Builder on account of the Work performed by the subcontractors and subconsultants and that have been paid by District have been paid to the subcontractors and subconsultants performing such Work, without any retention, withholding or back charge by Design-Builder.

9.2.10 Stored Materials. District may, in the exercise of its sole and absolute discretion, approve or disapprove for inclusion in Design-Builder’s Application for Payment the cost of materials to be incorporated, but not yet incorporated, in the Work and delivered and suitably stored either at the Site or at some other appropriate location acceptable to the District. As part of any request for such approval, Design-Builder shall furnish evidence satisfactory to District: (1) of the cost of such materials; (2) that such materials are under the exclusive control of Design-Builder, or if not, that title to the materials is in the District, free of any lien or encumbrance; and (3) with respect to materials stored off-Site, that the materials are safely and suitably stored in a bonded warehouse with appropriate insurance coverage satisfactory to District. No payment or approval by District pursuant to this Paragraph 9.2.10 shall (a) be construed as an inspection or acceptance of the materials; (b) relieve Design-Builder of its



continuing and sole responsibility for the care and protection of, and sole responsibility for any Loss to, such materials, from any cause whatsoever; or (c) operate as a waiver of rights by District.

9.2.11 Title. Design-Builder warrants that title to all the Work covered by an Application for Payment will pass to District no later than the time of payment. Design-Builder further warrants that upon submittal of an Application for Payment all Work for which approval for payment has been previously issued by District shall, to the best of Design-Builder's knowledge, information and belief, be free and clear of liens, claims, security interests or encumbrances in favor of Design-Builder, the subcontractors, subconsultants, or other persons or entities making a claim by reason of having provided labor, materials, equipment and services for the Work.

9.3 SCHEDULE OF VALUES

9.3.1 Initial Submission. As part of its Design-Builder Proposal, Design-Builder has submitted to District a Schedule of Values, prepared in a form and incorporating a level of detail satisfactory to District, that allocates the Contract Sum to various portions of the Work, including, without limitation, each portion of the Work to be performed by Design-Builder or a subcontractor or subconsultant, discrete categories of direct (i.e., on-Site) overhead costs (sometimes referred to as “general conditions costs”), Design-Builder overhead and profit and amounts reserved for contingencies.

9.3.2 Balanced Allocation. The Schedule of Values shall be balanced, reflecting in each line item Design-Builder's estimated or actual cost commitments for the category of Work included in the line item and a proportionate share of Design-Builder’s overhead and profit. Techniques, such as “front-end loading”, designed to create an imbalanced cash flow are strictly prohibited.

9.3.3 Line Item Estimates. Line item values stated in the Schedule of Values that are based on Design-Builder’s estimates, rather than actual subcontract prices, shall be identified as such and replaced with actual subcontract prices when they become available as the subcontracting process progresses.

9.3.4 Updating. The Schedule of Values shall be updated monthly by Design-Builder to reflect the Design-Builder’s actual progress in subcontracting the Work and the updated Schedule of Values shall be attached to each Application for Payment each month following the earlier of either (1) completion of the Final Construction Documents or (2) actual commencement of Work at the Site.

9.3.5 Substantiation. Design-Builder shall provide such data as District may reasonably require to substantiate that the Schedule of Values has been prepared in conformance with the requirements of the Contract Documents. Failure to provide such substantiation shall result in the Schedule of Values being deemed incomplete and unapproved by District for use by Design-Builder in submitting its Applications for Payment.

9.3.6 Corrections. If corrections are required in order to make the Schedule of Values comply with the requirements of the Contract Documents, such corrections shall be made as a condition of the Design-Builder’s Application for Payment being considered properly prepared, submitted and complete.

9.3.7 Changes to Work. Costs involved in the performance of Work covered by Change Orders, Unilateral Change Orders or Field Orders shall be, at the option of District, either separately scheduled or incorporated as adjustments to the respective trade lines of Work to which they apply. Except as otherwise expressly required by the Contract Documents, the Schedule of Values shall not be utilized by Design-Builder as a basis for calculating Contract Adjustments.

9.3.8 Applications for Payment. The Schedule of Values prepared by Design-Builder in accordance with the requirements of the Contract Documents shall be used as a basis for District’s review and approval or disapproval of Applications for Payment.

9.4 PROGRESS PAYMENTS

9.4.1 Progress Payment Amount. Subject to the other provisions of the Contract Documents, the amount of each Progress Payment requested in an Application for Payment shall be computed as follows:



9.4.1.1 take a proportional amount of the Design Fee (as a component of the Contract Sum) that has been earned for the design portion of the Work, which amount shall be based on the product derived by multiplying (1) the Design Fee by (2) the percentage completion achieved by Design-Builder of each phase of the design portion of the Work consistent with the following payment schedule for design services: (a) schematic design phase: 15%; (b) 25% completion of Construction Documents: 20%; (c) 50% completion of Construction Documents: 25%; (d) completion of Final Construction Documents: 25%; and (e) approval by DSA of Final Construction Documents: 15%; less a retention of ten percent (10%).

9.4.1.2 add a proportional amount of the balance of the Contract Sum for the non-design portion of the Work (i.e., the difference of the Contract Sum less the Design Fee), that is earned for Work permanently incorporated at the Site as part of the Work, which amount shall be determined by taking a proportional amount of the dollar value assigned for each trade line item of non-design Work listed in the Schedule of Values based on the product derived by multiplying (1) said assigned dollar value by (2) the percentage completion of such trade line item of non-design Work, less a retention of ten percent (10%);

9.4.1.3 add that portion of the Contract Sum that is allocable to materials and equipment approved by District pursuant to Paragraph 9.2.10, and suitably stored at the Site or at a location off-Site, less a retention of ten percent (10%);

9.4.1.4 subtract the aggregate of previous payments made by the District, and

9.4.1.5 subtract amounts, if any, that District is entitled to withhold pursuant to an exercise of the right to withhold under Section 9.6.

9.4.2 Other Conditions and Documentation. Design-Builder shall submit its Applications for Payment requesting Progress Payments to District using such forms as required by District. Without limitation to any other conditions to payment set forth elsewhere in the Contract Documents, the following shall be conditions to a proper submission, and to District’s approval, of each Application for Payment:

9.4.2.1 submission of a Schedule of Values that complies with Section 9.3;

9.4.2.2 submission of Design-Builder’s certification required by Paragraph 9.2.9;

9.4.2.3 submission of forms of unconditional release of stop notice and bond rights upon progress payment, complying with California Civil Code §3262(d)(2), for all Work performed during the time period covered by the previous Application for Payment, signed by Design-Builder and the subcontractors and subconsultants, of every tier;

9.4.2.4 compliance by Design-Builder with its obligation for daily maintenance of Record Drawings and Specifications as required by Paragraph 8.10.2;

9.4.2.5 compliance by Design-Builder with its obligation for submission of daily reports as required by Paragraph 8.10.3;

9.4.2.6 compliance by Design-Builder with its obligations for submission of scheduling information and updating of the Design-Build Schedule as required by Section 8.9 and other provisions of the Contract Documents pertaining to preparation or updating of schedules and scheduling information;

9.4.2.7 proper payment of prevailing wages as defined in California Labor Code §1720, et seq.;

9.4.2.8 compliance with the Project Labor Agreement (if applicable) and the Labor Compliance Program (if applicable);

9.4.2.9 timely submission of adequate and complete certified payroll records as required by the Contract Documents;

9.4.2.10 submission of certifications by Design-Builder and the subcontractors as required by the Project Labor Agreement (if applicable), Labor Compliance Program (if applicable) or Applicable Laws certifying that all employee benefit contributions due and owing have been paid in full;



9.4.2.11 submission of sales tax information as required by Paragraph 8.6.3; and

9.4.2.12 compliance by Design-Builder with all of its other obligations for submission of documentation or performance of conditions which, by the terms of the Contract Documents, constitute conditions to Design-Builder’s right to receive payment for Work performed.

9.5 APPROVAL/REJECTION OF APPLICATION FOR PAYMENT

9.5.1 Review by District. Subject to District’s rights under Paragraph 9.5.4, District shall promptly review Applications for Payment submitted by Design-Builder and provide its Certification for Payment, approving or disapproving the Application for Payment, in whole or part.

9.5.2 Disapproval. A Certification for Payment by District disapproving, in whole or in part, an Application for Payment may be accompanied by an explanation of the reasons for such disapproval. Failure by District to specify in its disapproval a particular grounds for disapproval of an Application for Payment shall not waive the District’s right to assert such grounds as a basis for any future disapproval, or nullification of District’s prior approval, of that or any other Application for Payment.

9.5.3 Resubmittal by Design-Builder. An Application for Payment that is disapproved by District shall be corrected and resubmitted by Design-Builder after receipt by Design-Builder of the notice of disapproval. If resubmitted, the resubmitted Application for Payment shall be reviewed and responded to in the same manner as provided in Paragraphs 9.5.1and 9.5.2. If not resubmitted, only the amount, if any, that is approved by District for payment shall be paid until such time as a proper Application for Payment that includes the disapproved amount has been submitted in another Application for Payment and, upon such resubmittal, approved for payment.

9.5.4 District Nullification. District reserves the right to nullify any prior approval by District of an Application for Payment that is later found to have not complied with the requirements of the Contract Documents, whether or not such noncompliance was observed or apparent on the face of the Application for Payment, and based on such nullification District may take either of the following actions, as applicable: (1) if the Application for Payment has not yet been paid by District, disapprove of that portion of the Application for Payment that is not in compliance and withhold payment of that sum until the noncompliance is fully rectified, or (2) if the Application for Payment has been paid by District, nullify the District’s prior approval and withhold payment of such disputed amounts in response to future Applications for Payment; provided, however, that in either case the amount of the District’s nullification shall be limited to that portion of the amount requested in the Application for Payment that is in dispute and the amount of its withholding from the current or any future Application for Payment shall be limited to the amount nullified plus any additional withholding permitted under Section 9.6 to protect District from Loss or threatened Loss.

9.5.5 No Waiver by District. Neither approval by District, failure by District to exercise its right of nullification with respect to, nor payment by District upon, an Application for Payment or any portion thereof shall be interpreted as or constitute a waiver or release of any of District’s rights to require Design-Builder’s full compliance with the Contract Documents.

9.5.6 No Representation. Neither approval by District, failure by District to exercise its right of nullification with respect to, nor payment by District upon, an Application for Payment or any portion thereof shall be interpreted as a representation that District has: (1) made exhaustive or continuous on-Site inspections to check the quality or quantity of the Work, (2) reviewed Design-Builder’s construction means, methods, techniques, sequences or procedures, (3) reviewed copies of requisitions received from the subcontractors and subconsultants and other data requested by District to substantiate Design-Builder’s right to payment, or (4) made examination to ascertain how or for what purpose Design-Builder has used money previously paid on account of the Contract Sum.

9.6 WITHHOLDING OF CERTIFICATION OR PAYMENT

9.6.1 Grounds for Withholding. District may decline to approve an Application for Payment and withhold payment requested under any unpaid Application for Payment, in whole or in part, on any of the grounds set forth in this Paragraph 9.6.1 or elsewhere in the Contract Documents to such extent that District makes a good faith determination that withholding is necessary to protect District from Loss or threatened Loss because of any of the



following circumstances:

9.6.1.1 Third-Party Claims. Third-party claims or stop notices filed or reasonable evidence indicating the probable filing of such claims or stop notices.

9.6.1.2 Defective Work. Defective Work not remedied.

9.6.1.3 Nonpayment. Failure of Design-Builder to make proper payments to a subcontractor or subconsultant for services, labor, materials or equipment or other Work.

9.6.1.4 Inability to Complete. Reasonable doubt that the Work can be completed for the then unpaid balance of the Contract Sum or within the Contract Time.

9.6.1.5 Violation of Applicable Laws. Failure of Design-Builder or a subcontractor or subconsultant to comply with Applicable Laws.

9.6.1.6 Penalty. Any penalty asserted against District by virtue of Design-Builder's failure to comply with Applicable Laws.

9.6.1.7 Lack of Progress. Failure by Design-Builder to maintain progress in accordance with the Design-Build Schedule, or to comply with Paragraph 8.9.

9.6.1.8 Setoff. Any reason specified elsewhere in the Contract Documents as grounds for a withholding, offset or setoff or that would legally entitle District to a setoff or recoupment.

9.6.1.9 Consultant Services. Additional professional, consultant or inspection services required due to Design-Builder’s failure to comply with the Contract Documents.

9.6.1.10 Liquidated Damages. Liquidated damages payable to District pursuant to Section 3.4 of the Design-Build Contract.

9.6.1.11 Damage. Loss caused to District, a Separate Contractor or any other person or entity under contract to District, by Design-Builder or a subcontractor or subconsultant.

9.6.1.12 Cleanup. Cleanup performed by District and chargeable to Design-Builder pursuant to the terms of the Contract Documents.

9.6.1.13 Employee Benefits. Failure of Design-Builder to pay contributions due and owing to employee benefits funds pursuant to the Project Labor Agreement (if applicable), the Labor Compliance Program (if applicable) or any applicable collective bargaining agreement or trust agreement.

9.6.1.14 Required Documents. Failure of Design-Builder to submit on a timely basis, proper and complete documentation required by the Contract Documents, including, without limitation, schedule updates, ‘look ahead’ schedules, pricing information, certifications and other required reports or documentation.

9.6.1.15 Labor Compliance. Failure of Design-Builder or any subcontractor to properly pay prevailing wages as defined in California Labor Code §§1720 et seq. or to comply with the requirements of the Project Labor Agreement (if applicable) or the Labor Compliance Program (if applicable).

9.6.1.16 Nullification. Nullification by District pursuant to Paragraph 9.5.4 of District’s prior approval of an Application for Payment.

9.6.1.17 Other Breach. A breach by Design-Builder of any obligation or provision of the Contract Documents.

9.6.2 Application of Withholding. Sums properly withheld pursuant to Paragraph 9.6.1 may be used by District without a prior judicial determination of District's actual rights with respect to the grounds on which such withholding is based. Design-Builder agrees and hereby designates District as its agent for such purposes, and agrees that such payments shall be considered as payments made under the Design-Build Contract by District to Design-Builder. District shall submit to Design-Builder an accounting of such funds disbursed on behalf of Design-



Builder. As an alternative to such payment, District may, in its sole and absolute discretion, elect to exercise its right to adjust the Contract Sum.

9.6.3 Final Payment. In accordance with California Public Contract Code §7107, the amount to be withheld from Design-Builder's Final Payment pursuant to a withholding asserted pursuant to Paragraph 9.6.1, shall be limited to one hundred fifty percent (150%) of the disputed amount.

9.6.4 Release of Withholding. When the reasons for withholding of payment as set forth in Paragraph 9.6.1 are removed, approval by District will be promptly issued to Design-Builder for amounts previously withheld and payment of amounts withheld will be made by District promptly.

9.6.5 Additional Rights. The District’s right of withholding set forth in this Section 9.6 is in addition to, and not a limitation upon, any other rights of withhold that District may have under the Contract Documents or Applicable Laws.

9.7 PAYMENTS BY DESIGN-BUILDER

9.7.1 Subcontractors, Subconsultants. Design-Builder shall not include in its Applications for Payment sums on account of any of the subcontractors’ or subconsultants’ portion of the Work that it does not intend to pay to such subcontractor or subconsultant. Upon receipt of payment from District, Design-Builder shall pay the subcontractors and subconsultants performing the Work, out of the amount paid to Design-Builder on account of such subcontractor’s or subconsultant’s portion of the Work, the amount to which said subcontractor or subconsultant is entitled in accordance with the terms of its contract with Design-Builder and Applicable Laws, including, without limitation, California Public Contract Code §7107. Design-Builder shall remain responsible, notwithstanding a withholding by District pursuant to the terms of these General Conditions, to promptly satisfy from its own funds sums due to all the subcontractors and subconsultants who have performed the Work that is included in Design-Builder’s Application for Payment. Design-Builder shall, by appropriate agreement, require each subcontractor and subconsultant to make payments to its sub-subcontractors and suppliers in similar manner. District shall have no obligation to pay or be responsible in any way for payment to the subcontractors or subconsultants, of any tier.

9.7.2 Payments in Trust. Any funds that Design-Builder receives in payment for services or Work performed by a subcontractor or subconsultant shall constitute assets of a trust, which trust funds shall be used for the exclusive benefit of the subcontractor or subconsultant for the purpose of discharging Design-Builder’s financial obligations on account of labor, services, materials or equipment furnished to the Project by the subcontractor or subconsultant, provided that such labor, services, materials or equipment were performed in accordance with the Contract Documents, were included in an Application for Payment to District, and were paid by the District to Design-Builder. Design-Builder shall be the trustee of the trust and shall be required to deal with the trust assets for the benefit of the subcontractor or subconsultant. Design-Builder shall not be a beneficiary of the trust. Nothing herein shall be construed as an intent to require that Design-Builder maintain trust funds in separate bank accounts, specifically designate any third party as a beneficiary of the trust created herein, or otherwise give rise to any cause of action against the District by any third party beneficiary of the trust created herein.

9.7.3 Payment Information. District will, on request, furnish to any of the subcontractors or subconsultants, if practicable, information for such subcontractor’s or subconsultant’s review regarding percentages of completion or amounts applied for by Design-Builder and action taken thereon by District on account of portions of the Work done by such subcontractor or subconsultant.

9.7.4 Joint Payment. District shall have the right, if deemed necessary in its sole and absolute discretion, to issue joint checks made payable to Design-Builder and any of the subcontractors or subconsultants, of any tier. The joint check payees shall be solely responsible for the allocation and disbursement of funds included as part of any such joint payment. Endorsement on such check by a payee shall be conclusively presumed to constitute receipt of payment by such payee. In no event shall any joint check payment be construed to create: (1) any contract between District and any of the subcontractors or subconsultants, of any tier; (2) any obligation from District to any of the subcontractors or subconsultants; or (3) any third-party rights against District..

9.7.5 Direct Negotiation of Stop Notices. District shall have the right, in its sole and absolute



discretion, to directly discuss, negotiate, settle or pay, without notice to or participation by Design-Builder, any stop notice claims asserted by the subcontractors or subconsultants of any tier, and to deduct such sums paid from sums due to Design-Builder.

9.7.6 Release of Stop Notices. With the exception of that portion, and only that portion, of a stop notice or other claim that arises as a result of a failure by the District to make payment to Design-Builder under circumstances constituting a breach of the Design-Build Contract by District, if any stop notice or other claim, whether invalid or valid, is made, filed with, served upon or asserted against the District or the Site by any subcontractor or subconsultant, of any tier, or their agent or employee, for money claimed due, then Design-Builder shall within ten (10) Days after written notice by the District procure, furnish and record appropriate releases or other instruments which under Applicable Laws will fully release, extinguish and remove such stop notice or claim, as well as any notices of pending action or other notices recorded against the Site in connection with the enforcement thereof. All costs of such actions by Design-Builder shall paid for by Design-Builder at Design-Builder’s own expense. Unless and until fully released as aforestated, the District shall have the right to retain from any payment then due, or thereafter to become due, to Design-Builder an amount equal to one hundred and fifty percent (150%) of the amount necessary to satisfy, discharge and defend against any such stop notice or claim and any action or proceeding thereon. If the amount to be paid, or the amount retained, is insufficient to satisfy, discharge and defend against any such stop notice or claim and any action or proceeding thereon, then Design-Builder shall be liable for the difference and upon demand shall immediately deposit the same with the District. The provisions of this Paragraph 9.7.6 are in addition to such other rights as the District may have against Design-Builder under the Contract Documents or Applicable Laws.

9.7.7 No District Obligation. District shall have no obligation to pay or to see to the payment of money to any of the subcontractors or subconsultants except as may otherwise be required by Applicable Laws.

9.8 RESERVED

9.9 SUBSTITUTION OF SECURITIES FOR RETENTION

9.9.1 Public Contract Code. Pursuant to the requirements of California Public Contract Code §22300, upon the Design-Builder’s request, the District will make payment to the Design-Builder of any funds withheld from payments to ensure performance under the Contract Documents if the Design-Builder deposits with the District, or in escrow with The Bank of Sacramento (“Escrow Agent”), securities eligible for the investment of State Funds under Government Code §16430, or bank or savings and loan certificates of deposit, interest-bearing demand deposit accounts, standby letters of credit, or any other security mutually agreed to by the Design-Builder and the District, upon the following conditions:

9.9.1.1 The Design-Builder shall be the beneficial owner of any securities substituted for monies withheld for the purpose of receiving any interest on such securities.

9.9.1.2 All expenses relating to the substitution of securities under said §22300 and under this Section 9.9, including, but not limited to the District’s overhead and administrative expenses and expenses of Escrow Agent, shall be the responsibility of the Design-Builder.

9.9.1.3 Securities or certificates of deposit substituted for monies withheld shall be of a value of at least equivalent to the amounts of the retention to be paid to the Design-Builder pursuant to the Contract Documents.

9.9.1.4 If the Design-Builder shall choose to deposit securities in lieu of monies withheld with an Escrow Agent, the Design-Builder, the District and Escrow Agent shall, as a prerequisite to such deposit, enter into an escrow agreement. Such escrow agreement shall be substantially in the form “Escrow Agreement for Security Deposits in Lieu of Retention” attached to the Contract.

9.9.1.5 The Design-Builder shall obtain the written consent of Surety to such agreement.

9.9.1.6 Securities, if any, shall be returned to the Design-Builder only upon satisfactory Final Completion of the Work.



9.9.2 Substitute Security. To minimize the expense caused by such substitution of securities, the Design-Builder shall, prior to or at the time the Design-Builder requests to substitute security, deposit sufficient security to cover the entire amount to be withheld. Should the current market value of such substituted security at any time fall below the amount for which it was substituted, or any other amount which the District withholds pursuant to the Contract Documents, the Design-Builder shall immediately and at the Design-Builder’s own expense deposit additional security qualifying under said §22300 until the current market value of the total security deposited is no less than the amount subject to withholding under the Contract Documents. Securities shall be valued as often as conditions of the securities market warrant, but in no case less frequently than once per month.

9.9.3 Deposit of Retentions. Alternatively, subject to the conditions set forth in Paragraph 9.9.1, upon request of the Design-Builder, the District shall make payment of retentions directly to Escrow Agent at the expense of the Design-Builder, provided that the Design-Builder, the District and Escrow Agent shall, as a prerequisite to such payment, enter into an escrow agreement in the same form as prescribed in Subparagraph 9.9.1.4. At the Design-Builder’s own expense, the Design-Builder may direct the investment of the payments into securities and interest bearing accounts, and the Design-Builder shall receive the interest earned on the investments. Escrow Agent shall hold such direct payments by the District under the same terms provided herein for securities deposited by the Design-Builder. Upon satisfactory Final Completion of the Work, the Design-Builder shall receive from Escrow Agent all securities, interest and payments received by Escrow Agent from the District, less escrow fees and charges of the Escrow Account, according to the terms of said §22300 and the Contract Documents.

9.10 FINAL PAYMENT

9.10.1 Payment by District. Subject to the right of withholding as set forth in Section 9.6 or elsewhere in the Contract Documents, Final Payment shall be made by District not more than sixty (60) Days after completion of the Work as defined in California Public Contract Code §7107(c), (1) or (2), whichever definition is earlier satisfied.

9.10.2 Application for Final Payment. Upon issuance by District of the Notice of Final Acceptance, Design-Builder shall submit to District its Application for Payment requesting Final Payment.

9.10.3 Review by District. District will review and approve or disapprove of the Application for Payment requesting Final Payment as provided in Section 9.5.

9.10.4 Conditions to Final Payment. Without limitation to any other conditions to payment set forth elsewhere in the Contract Documents, the following shall be conditions to a proper submission, and to District’s approval, of Design-Builder’s Application for Payment requesting Final Payment:

9.10.4.1 submission of Design-Builder certification as required by Paragraph 9.2.9;

9.10.4.2 submission of consent of Surety, if any, to Final Payment;

9.10.4.3 submission of a certificate evidencing that the insurance required by the Contract Documents is in force;

9.10.4.4 submission of unconditional releases and waivers of stop notice and bond rights upon final payment in the form required by California Civil Code §3262(d)(3) executed by Design-Builder and by all the subcontractors and subconsultants, of every tier;

9.10.4.5 submission of all Close-Out Documents (including, without limitation, complete, accurate Record Drawings and Specifications certified by Design-Builder as required by Paragraph 8.10.2);

9.10.4.6 timely submission of adequate and complete certified payroll records as required by the Contract Documents for any time period that Work was performed, which have not been submitted by Design-Builder in connection with its previous Applications for Payment;

9.10.4.7 proper payment of prevailing wages as defined in California Labor Code §1720, et seq.;

9.10.4.8 compliance with the Project Labor Agreement (if applicable) and the Labor Compliance Program (if applicable);



9.10.4.9 submission of certifications by Design-Builder and each subcontractor, as required by the Project Labor Agreement (if applicable), Labor Compliance Program (if applicable), any applicable collective bargaining agreement or trust agreement or Applicable Laws, certifying that all employee benefit contributions due and owing have been paid in full; and

9.10.4.10 submission of any other documents or information required by the Contract Documents as a condition of Final Payment or Final Completion.

9.10.5 Disputed Amounts. Pursuant to California Public Contract Code §7107, District may deduct and

withhold from Final Payment an amount of up to one hundred fifty percent (150%) of any disputed amounts, including, without limitation, amounts to protect District against any Loss caused or threatened as a result of Design-Builder’s failing to fully satisfy the conditions of Final Completion and Final Payment.

9.10.6 Waiver by Design-Builder. Acceptance of Final Payment by Design-Builder or a subcontractor or subconsultant shall constitute a waiver of all rights by that payee against District for recovery of any Loss, excepting only those Claims that have been submitted by Design-Builder in the manner required by Article 18 prior to or at the time of Design-Builder’s submission of its Application for Payment requesting Final Payment.

9.11 CLOSEOUT PROCEDURES. See Closeout Procedures, Division 1, Section 01 77 00

9.12 CLOSEOUT SUBMITTALS. See Closeout Submittals, Division 1, Section 01 78 00

10. PROGRESS SCHEDULE. The Design-Builder shall, to every reasonable extent, carry on the work of construction of the various elements of the Project concurrently, and shall not defer construction of any portion of the work in favor of any other portion without the express written approval of the District. 11. RESPONSIBILITY FOR ACCURACY. The Design-Builder shall obtain all necessary measurements for and from the Work, and shall check dimensions, elevations, and grades for all layout and construction work and shall supervise such work, the accuracy for all of which Design-Builder shall be responsible. Design-Builder shall adjust, correct, and coordinate Design-Builder's work with the work of others so that no discrepancies occur in the whole Work.

12. EFFECT OF INSPECTION OR USE. Neither the inspection by an inspector, nor any measurement, approved modification, submittal, shop drawing, order, or certificate, nor acceptance of any part or whole of the Work, or payment of money, nor any possession or use by the District or its agents, shall operate as a waiver of any provisions of the Contract Documents or of any power or authority reserved therein, or of any right to damages there under; nor shall the waiver of any breach of this Contract be held to be a waiver of any subsequent or other breach.

13. INSPECTION. Inspectors of Record, approved by the Department of the State Architect, are required under Group 1, Articles 1 through 6, California Code of Regulations, Title 24, § 4-301 et seq. The District will employ and be responsible for payment of all wages associated with the employment of the Title 24 inspectors, excepting that if, in the District's sole determination, its costs or expenses associated with the employment of the Title 24 inspectors is increased by any act or omission of Design-Builder or any of its subcontractors or material suppliers, including but not limited to, costs and expenses associated with re-inspection or overtime compensation for the District's inspector(s), weekend or holiday work, Design-Builder agrees to pay said increased costs and expenses. If Design-Builder fails or refuses to pay said increased costs and expenses, the District may withhold the increased costs and expenses from payments due to the Design-Builder.

13.1 Notice. Design-Builder shall give District's inspector written notice at least two workdays in advance, of

when required tests and inspections are needed.

13.2 Nonconforming Work. The inspection of the work by District, the District's inspector(s), or District’s Consultants, does not relieve the Design-Builder of any of it's obligation to fulfill the Contract Documents as



prescribed. Any work, materials, or equipment not meeting the requirements and intent of the Contract Documents shall be rejected, and unsuitable work or materials shall be made good, notwithstanding the fact that such work or materials may have previously been inspected or approved and payment therefore may have been made. If nonconforming work, materials, or equipment not meeting the requirements and intent of the Contract Documents is discovered, and the Design-Builder fails to remedy the nonconforming work, materials, or equipment, or the District agrees in writing to accept the nonconforming work, materials, or equipment, Design-Builder agrees to sign a Change Order or otherwise reimburse District in a sum equal to the cost to remedy the nonconforming work, materials, or equipment. It is expressly understood and agreed that the District will be entitled to recover from Design-Builder the full cost of remedying nonconforming work, materials, or equipment, and that diminution in value will not be considered as a method for valuing the District's damages for nonconforming work, materials, or equipment, and further that the doctrine of economic waste will not be a defense to the District's recovery from Design-Builder of the full and complete cost and expense of remedying nonconforming work, materials, or equipment.

14. USE OF COMPLETED PORTIONS. The District shall have the right at any time during the progress of this Work to take over and place in service any completed or partially completed portion of the Work, notwithstanding the time for completion of the entire Work or such portions which may not have expired; but such taking possession thereof shall not be deemed an acceptance of any of the Work, nor work on those portions not completed in accordance with the Contract Documents.

15. MEANS AND METHODS. Construction means, methods, techniques, sequence, procedures and safety precautions and programs in connection with the Work are the sole responsibility of Design-Builder. Without limitation to the foregoing, District, Inspectors of Record and District Consultants will not: (1) have control over or charge of and will not be responsible for construction means, methods, techniques, sequences or procedures, or for safety precautions and programs in connection with the Work; (2) be responsible for the Design-Builder's failure to carry out the Work in accordance with the Contract Documents; or (3) have control over, charge of, or responsibility for acts or omissions of the Design-Builder, the subcontractors, the subconsultants or their agents or employees, or of any other persons performing portions of the Work.

16. LIQUIDATED DAMAGES FOR DELAY. It is agreed by the parties to this Contract that time is of the essence to the performance of this Contract and both the District and the Design-Builder further agree that the Contract may be adjusted for any monies due the District or Design-Builder as indicated under the Contract.

17. EFFECT OF EXTENSION OF TIME. The granting of an extension of time for the completion of the Work on account of delays which, in the judgment of the District, are unavoidable delays, or granted for the performance of extra or additional work, shall in no way operate as a waiver on the part of the District of any of its rights under this Contract.

18. CLAIMS. A Claim is any request by Design-Builder to adjust, alter, modify, or otherwise change the Contract Sum or the Contract Time, or both. A Claim must be stated with specificity, including identification of the event or occurrence giving rise to the Claim, the date of the event, and the asserted affect on the Contract Sum and the Contract Time, if any. The Claim shall include adequate supporting data. Adequate supporting data for a Claim for an adjustment of the Contract Time shall include scheduling data demonstrating the impact of the event on the critical path and completion of the Project. Adequate supporting data for a Claim for an adjustment in the Contract Sum shall include a detailed cost breakdown of items included within the Claim and documentation supporting each item of cost.

18.1 Submission. Design-Builder shall submit all Claims to the District before proceeding to perform the work,

or portions of the work, giving rise to such Claim. Design-Builder hereby expressly waives any Claims of which Design-Builder was aware, whether or not the exact amounts of such Claims were ascertainable, and that are not submitted to the District prior to Design-Builder proceeding to perform the work, or portions of the work, giving rise to such Claims.



18.2 Deadline for Submission. All Claims shall be submitted to District for decision within fifteen (15) days after the event or occurrence-giving rise to the Claim. Design-Builder hereby expressly waives all Claims not made within the aforesaid time limit.

18.3 Submission Before Final Payment. Claims must be submitted to District before the date of final payment.

Design-Builder hereby expressly waives all Claims not submitted, in complete and proper form, on or before the date of final payment.

18.4 Failure to Provide Notice. Design-Builder expressly waives any Claims for delay or adjustment to the

Contract Time if, within three (3) days of the event or occurrences giving rise to the delay, the Design-Builder fails to provide written notice to District. Said written notice shall include the event or occurrence giving rise to the delay, the estimated duration of the delay, and the impact of the event or occurrence upon the critical path and completion of the Project.

18.5 Weather. Adjustments to the Contract Time on account of weather, if any, will be in accordance with

Paragraph 8.9 Design-Build Schedule and the Project Requirements included in the Requests For Proposals.

18.6 Definitions. As used herein, the following terms shall have the following meanings:

18.6.1 Excusable Delay. The term "Excusable Delay" means any delay of the completion of the Work beyond the expiration of the Contract Time caused by conditions beyond the control and without the fault or negligence of the Design-Builder such as strikes, embargoes, fire, unavoidable casualties, unusual delays in transportation, national emergency, and stormy and inclement weather conditions in which the work cannot continue. The financial inability of the Design-Builder or any subcontractor and default of any subcontractor, without limitation, shall not be deemed conditions beyond the Design-Builder's control. An Excusable Delay may entitle the Design-Builder to an adjustment in the Contract Time. 18.6.2 Compensable Delay. The term "Compensable Delay" means any delay of the completion of the Work beyond the expiration date of the Contract Time for which the District is responsible and which delay is unreasonable under the circumstances involved, and not within the contemplation of the parties. A Compensable Delay may entitle the Design-Builder to an extension of the Contract Time and/or Contract Sum. Except as provided herein, the Design-Builder shall have no claim for damage or compensation for any delay, interruption, hindrance, or disruption.

18.6.3 Inexcusable Delay. The term "Inexcusable Delay" means any delay of the completion of the Work beyond the expiration of the Contract Time resulting from causes other than those listed above. An Inexcusable Delay shall not entitle the Design-Builder to an extension of the Contract Time or an adjustment of the Contract Sum.

18.7 Delay Calculation. The Design-Builder may make a Claim for an extension of the Contract Time, for an Excusable Delay or a Compensable Delay, subject to the following:

(a) If an Excusable Delay and a Compensable Delay occur concurrently, the maximum

extension of the Contract Time shall be the number of days from the commencement of the first delay to the cessation of the delay which ends last.

(b) If an Inexcusable Delay occurs concurrently with either an Excusable Delay or a

Compensable Delay, the maximum extension of the Contract Time shall be the number of days, if any, by which the Excusable Delay or the Compensable Delay exceeds the Inexcusable Delay.



(c) If an Inexcusable Delay occurs concurrently with both an Excusable Delay and a Compensable Delay, the maximum extension in the Contract Time shall be the number of days, if any, by which the number of days determined pursuant to Subparagraph (a) exceeds the number of days of the Inexcusable Delay

(d) For a Compensable Delay, the Design-Builder shall only be entitled to an adjustment in

the Contract Sum in an amount equal to the actual additional labor costs, material costs, temporary facilities costs and unavoidable equipment costs incurred by the Design-Builder as a result of the Compensable Delay, plus the actual additional wages or salaries and fringe benefits and payroll taxes of supervisory and administrative personnel necessary and directly employed at the Project site for the supervision of the Work during the period of Compensable Delay. Except as provided herein, the Design-Builder shall have no claim for damage or compensation for any delay including but not limited to extended field costs, extended home overhead costs, impact, inefficiency, unabsorbed home office overhead, under absorbed home office overhead, hindrance, disruption or any other damage arising from delay, no matter how characterized. There shall be no Compensable Delay unless the event or occurrence giving rise to the Compensable Delay delays the actual completion of the Work past the Contract Time.

(e) The Contract Time shall be extended for Excusable Delay or Compensable Delay causing

the DSA Review Time to exceed the Agreed DSA Review Time and shortened if the DSA Review Time, for any reason whatsoever, is shorter than the Agreed DSA Review Time. The calculation of such extension or shortening of the Contract Time shall be measured by the difference between (1) the actual DSA Review Time that is not impacted by delays caused by Design-Builder, and (2) the Agreed DSA Review Time in the Contract.

(f) Contract Adjustments that are based on an acceleration in performance of the Work that

is ordered by District in writing to overcome a Compensable Delay for which the Design-Builder is entitled to an extension of the Contract Time that has been properly requested and is not granted by District due to a District decision to accelerate rather than extend the Contract Time shall be calculated as the actual costs demonstrated by the records identified in Paragraph 18.10.

18.8 Change Orders Contemplated. The parties agree that the District's exercise of its rights to order changes

in the Work, regardless of the extent and number of changes, or to suspend the Work, is within the contemplation of the parties and shall not be the basis for any Claim for Compensable Delay. The rights of the Design-Builder to adjustments of the Contract Time and the Contract Sum, based on changes ordered in the Work or suspension of the Work, shall be solely governed by this provision.

18.9 Full Compensation. Design-Builder agrees that the damages allowed under Paragraph 18.7(d) shall be

full compensation to Design-Builder, all subcontractors and anyone for whom they may be legally responsible, for each day of Compensable Delay that may be caused by District or anyone for whom District is legally responsible, including but not limited to, extended field costs, extended home overhead costs, impact, inefficiency, unabsorbed home office overhead, underabsorbed home office overhead, hindrance, disruption or any other damage arising from delay, no matter how characterized and regardless of the cause, extent or duration of the delay.

18.10 Records of Actual Cost. Design-Builder represents and warrants that it has the ability to generate and

maintain complete and accurate cost accounting records that, if required, will reflect the actual costs of the Work incurred or avoided for multiple items of change for which additional compensation is required under the Contract Documents and, on an event-by-event basis, the effect of multiple and concurrently occurring or caused Compensable Delays on the progress of the Work. Accordingly, Design-Builder agrees that all Change Order



Requests and Claims shall be itemized in a manner that, with reasonable mathematical certainty and without reliance upon probabilities or inferences, segregates on a discrete, event-by-event basis the direct, actual Allowable Costs associated with each individual change for which additional compensation is required under the Contract Documents or each Compensable Delay. Unless otherwise agreed to by District in writing in the exercise of its sole discretion, Change Order Requests and Claims shall not be based, in whole or in part, upon any “Eichleay Calculation” or methodology or on any methodology (such as “total cost” or “modified total cost” methodologies) that purports to establish Design-Builder’s entitlement to additional compensation inferentially based, solely or principally, on the difference between Design-Builder’s total costs for the Work or a portion of the Work and its original estimate of costs for performance of the Work.

18.11 Sole and Exclusive Remedy. Design-Builder’s performance of its duties and obligations specified in

this Article 18 and submission of a claim as provided in this Article 18 is Design-Builder’s sole and exclusive remedy for the payment of money, extension of time, the adjustment or interpretation of contract terms or other relief in contract or in tort arising from this Contract. This exclusive remedy and the limitation of liability (expressed herein and elsewhere throughout this Contract) apply notwithstanding the completion, termination, suspension, cancellation, breach or rescission of the work or this Contract, negligence or strict liability of the District, it representatives, consultants, or agents, or the transfer of the Work or the Project to the District for any reason whatsoever. Design-Builder waives all claims of waiver, estoppel, release, bar, or any other type of excuse for non-compliance with the claim submission requirements. Strict compliance with the notice and claim submission procedures stated in this Article 18 is a condition precedent to Design-Builder’s right to commence litigation, file a claim under the Government Claims Act or commence any other legal proceeding of any nature whatsoever. No claim or issue not specifically raised in a timely protest and timely claim submitted under this Article 18 may ever, under any circumstances, be asserted in any claim under the Government Claims Act, subsequent litigation or other legal proceeding of any nature whatsoever.

19. FALSE CLAIMS. California Penal Code Section 72, provides that any person who presents for payment with intent to defraud any district board or officer, any false or fraudulent claim, bill, account, voucher, or writing, is punishable by fines not exceeding ten thousand dollars ($10,000.00) and/or imprisonment in the state prison.

19.1 Government Code sections 12650, et seq. Government Code sections 12650, et seq., pertains to civil

penalties that may be recovered from persons (including corporations, etc.) for presenting a false claim for payment or approval, presents a false record or statement to get a false claim paid or approved, or other acts, to any officer or employee of any political subdivision of the State of California. Any person or corporation violating the provisions of Government Code sections 12650, et seq., shall be liable for three times the amount of the damages of the political subdivision, plus a civil penalty, plus costs.

19.2 Certification. All Claims by Design-Builder, shall include the following certification, properly completed and

executed by Design-Builder or an officer of Design-Builder: I, __________________, BEING THE _________________ (MUST BE AN OFFICER) OF _____________________ (DESIGN-BUILDER), DECLARE UNDER PENALTY OF PERJURY UNDER THE LAWS OF THE STATE OF CALIFORNIA, AND DO PERSONALLY CERTIFY AND ATTEST THAT: I HAVE THOROUGHLY REVIEWED THE ATTACHED CLAIM FOR ADDITIONAL COMPENSATION AND/OR EXTENSION OF TIME, AND KNOW ITS CONTENTS, AND SAID CLAIM IS TRUTHFUL AND ACCURATE; THAT THE AMOUNT REQUESTED ACCURATELY REFLECTS THE CONTRACT ADJUSTMENT FOR WHICH THE DISTRICT IS LIABLE; AND, FURTHER, THAT I AM FAMILIAR WITH CALIFORNIA PENAL CODE SECTION 72 AND CALIFORNIA GOVERNMENT CODE SECTION 12650, ET SEQ, PERTAINING TO FALSE CLAIMS, AND FURTHER KNOW AND UNDERSTAND THAT SUBMISSION OR CERTIFICATION OF A FALSE CLAIM MAY LEAD TO FINES, IMPRISONMENT AND/OR OTHER SEVERE LEGAL CONSEQUENCES.



19.3 Condition Precedent. Design-Builder understands and agrees that submission of a Claim, in strict conformance with all of the requirements of these Contract Documents, and rejection of all or part of said Claim by District, is a condition precedent to any action by Design-Builder against District, including but not limited to, the filing of a claim pursuant to Government Code section 900, et seq., or the filing of a lawsuit against District. 20. CHANGES. The District may request that Design-Builder provide District with estimated costs for proposed changes to the Work. Design-Builder agrees to promptly provide District with detailed, itemized costs for proposed changes to the Work and scheduling data demonstrating the impact, if any, of the proposed changes to the Work on the Contract Time. Adjustments, if any, in the amount to be paid the Design-Builder by reason of any modifications of the Work as set forth in a Contract Change Order, Construction Change Directive, or arising from Claims shall be determined by one or more of the following methods as elected by the District:

20.1 Lump Sum Price. By an acceptable lump proposal from the Design-Builder.

20.2 Unit Prices. By unit prices fixed by agreement between the District and the Design-Builder.

20.3 Force Account. By ordering the Design-Builder to proceed with the Work and to keep and present in such

form as the District may direct, a correct account of the cost of the change, together with all vouchers therefore. The Design-Builder will be paid for labor, materials, and equipment rental actually used on the Change Order work as follows:

(1) Labor - the Design-Builder will be paid the reasonable cost of labor for the workers, used

in the actual and direct performance of the Work. The cost of labor, whether the employer is the Design-Builder, subcontractor, or other forces, will be the sum of the following:

(a) Actual Wages - The actual wages paid shall include any reasonable employer payments to or on behalf of the workers for health and welfare, pension, vacation, and similar purposes.

(b) Labor Surcharge - The labor surcharge to be added to the actual wages shall be

the reasonable cost of all additional payments made to, or on behalf of the workers, other than actual wages, as required by State or Federal laws, including by way of example but not limited to, workers' compensation, SUTA, FUTA and FICA.

(c) Subsistence and Travel Allowance - The actual reasonable and necessary

subsistence and travel allowance paid to such workers.

(2) Materials - The actual cost of the materials to the purchaser, whether the Design-Builder, a subcontractor, or other forces. If the Design-Builder does not furnish satisfactory evidence of the cost of such materials, it shall be deemed to be the lowest current wholesale price at which such materials are available in the quantities concerned delivered to the job site. The District reserves the right to furnish such materials as it deems advisable, and the Design-Builder shall have no claims for costs or profit on such District furnished materials.

(3) Equipment - The use of equipment shall be paid for at the rates listed for such equipment in the current compilation of rental rates of the California Department of Transportation (Caltrans) or competitive local rental rates of established rental agencies serving the area of the work, whichever is less. If the equipment is not shown on the above-mentioned list, Design-Builder shall be paid such hourly rental rates as are agreed upon by the Design-Builder and the District prior to use of the equipment, except that in no case shall such agreed hourly rate exceed the rental rates of established distributors or equipment rental agencies serving the area, plus thirty-three and one-third percent (33-1/3%) for the cost of fuel, oil, lubrication, and field repairs and maintenance. If the equipment is



moved on to the Site and used exclusively for Extra Work, the Design-Builder will be paid for the cost of transporting it to the job site and returning it to its original location. The rental period shall begin when the equipment is unloaded at the site of the Extra Work, and shall include each day that the equipment is at the site of, and performing or utilized for, such Extra Work, excluding Saturdays, Sundays, and legal holidays, unless Extra Work is performed on such days, and shall terminate at the end of the day on which such Extra Work is completed or the District directs the Design-Builder to discontinue the use of such equipment. The rental time to be paid for equipment already on the Site, or which is used for other than such Extra Work, shall be the actual time the equipment is in operation on the Extra Work, plus the time required to move the equipment to the site of the Extra Work and return it to its original location.

20.4 Profit and Overhead. To the totals as computed above, shall be added the following percentages for profit

and overhead: Labor Fifteen Percent (15%) Materials Fifteen Percent (15%) Equipment Rental Fifteen Percent (15%)

20.5 Total Amount. For Change Order work performed by a subcontractor or Design-Builder with it’s own forces, compensation for such work shall be based on all direct costs as listed in the Design-Builder’s or subcontractor’s portion of the proposal plus the above percentages. The Design-Builder may add up to five (5%) percent to the subcontractor’s proposal for overhead and profit with no additional markup allowed for work done by its own forces. Overhead and profit for all tiers of Design-Builder and subcontractor shall in no event exceed twenty per cent (20%) of the total cost of the work. Distribution of the overhead and profit between the Design-Builder and the subcontractors is the responsibility of the Design-Builder.

20.6 Additional Design Services. For Additional Design Services, fees and related costs added or saved

related to the performance of architectural, engineering or other professional services (other than professional services required to correct, or due in whole or in part to, conditions in the Design Documents prepared by Design-Builder or its subconsultants constituting errors, omissions, conflicts, ambiguities or violations of Applicable Laws) may be factored in a Change Order; provided, however, that: (1) fees for services performed on an hourly basis shall not exceed those rates identified in the Design-Builder’s Proposal and customarily charged by design professionals providing comparable services for public works projects; (2) hourly services shall be charged based on actual costs to the Design-Builder and subconsultant without any increase or surcharge by Design-Builder or by any subconsultant, for mark ups or multipliers applied to direct personnel expenses (all of which shall be deemed covered by the designated hourly rates); and (3) reimbursement of out-of-pocket costs or expenses limited to such reimbursables and such amounts as are reasonable and customarily charged by the subconsultant to its public sector clients, without any increase or surcharge, at any tier of subconsultant, for mark ups or multipliers.

20.7 Full Compensation. The allowances for overhead and profit as enumerated in the preceding paragraphs

shall include full compensation for any and all items of overhead or profit including but not limited to, superintendence, field overhead, home office overhead (absorbed, unabsorbed and under absorbed), impact, inefficiency, interference, acceleration, disruption, suspension, lost profits, Design-Builder bonds, insurance, general conditions, clean-up, safety meetings, mandated programs and processing of Claim and Change Order documents.

20.8 Amount of Payment. The amount of payment agreed upon or, in the absence of agreement, selected by

the District shall be set forth in the Change Order or Construction Change Directive.

21. PAYMENTS. Design-Builder warrants and represents that upon submittal of an application for payment, all work for which certificates of payment have been previously issued and payment has been received from District, shall be free and clear of all claims, stop notices, security interests, and encumbrances in favor of Design-Builder, subcontractors or other persons or firms entitled to make claims by reason of having provided labor, materials, or



equipment related to the Work and all work covered by that application for payment has been performed in strict compliance with the Contract Documents.

22. COST AND PRICING DATA. All cost and pricing data submitted by the Design-Builder to the District with respect to any change, prospective or completed, or any claim for extra compensation shall be a true, complete, accurate, and current representation of actual cost and pricing of the work and based on the following: (1) the reasonable value of materials and equipment documented as having been actually incorporated into the Work, which reasonable value may be less but shall never be more than Design-Builder’s actual Allowable Costs therefore; (2) an estimate of the reasonable costs of labor, installation and other services and (3) the amount that results when the applicable Allowable Markup is applied to the sum of the amounts derived as allowed per Article 20. The District or its authorized representative may require a formal certification as to cost and pricing data submitted by the Design-Builder. Certification shall be in the form acceptable to District.

23. PROCEED WITH WORK. Notwithstanding the making of any Claim or the existence of any dispute regarding any Claim, Design-Builder shall not cause any delay, cessation, or termination in or of Design-Builder's performance of the Work, but shall diligently proceed with performance of the Work in accordance with the Contract Documents.

24. ACCESS TO RECORDS. The District, or their authorized representatives, shall have access, upon reasonable notice, during normal business hours, to Design-Builder and subcontractors' books, documents and accounting records, including but not limited to, bid worksheets, bids, subcontractor bids and proposals, estimates, cost accounting data, accounting records, payroll records, time sheets, cancelled checks, profit and loss statements, balance sheets, Project correspondence including but not limited to all correspondence between Design-Builder and its sureties and subcontractors/vendors, Project files, scheduling information, and other records of the Design-Builder and all subcontractors directly or indirectly pertinent to the Work, original as well as change and claimed Extra Work, to verify and evaluate the accuracy of cost and pricing data submitted with any Change Order, prospective or completed, or any Claim for which additional compensation has been requested or notice of potential Claim has been tendered.

24.1 Scope. Such access shall include the right to examine and audit such records, and make excerpts,

transcriptions, and photocopies at District's cost.

24.2 Remedies. The parties agree that in the event Design-Builder or any subcontractor fails to comply with this Article 24, it would be difficult for the District to determine its actual damages; therefore, Design-Builder agrees to pay District, as liquidated damages, the sum of Two hundred Dollars ($200.00), which Design-Builder agrees is reasonable under the circumstances, for each and every calendar day which Design-Builder or a subcontractor fails or refuses to provide the District, and/or their authorized representatives, access to the materials specified in this Article 24.

24.3 Subcontractors. Design-Builder agrees to impose upon its subcontractors by appropriate subcontract

provision, the obligations of this Article 24 of the General Conditions.

25. RESERVED.

26. TERMINATION OF UNSATISFACTORY SUBCONTRACTS. When any portion of the Work which has been subcontracted by the Design-Builder is not being prosecuted in a satisfactory manner, the subcontract for such Work shall be terminated immediately by the Design-Builder upon written notice from the District, and the subcontractor shall not again be employed on the type of work in which its performance was unsatisfactory.

27. TEMPORARY SUSPENSION OF WORK. The District shall have the authority to suspend the Work wholly or in part for such period as it may deem necessary, due to unsuitable weather, or to any other conditions it considers unfavorable for the suitable prosecution of the Work, or for such time as it may deem necessary, due to the failure on



the part of the Design-Builder to carry out orders given or to perform any provisions of the Contract Documents, or for any other reason. The Design-Builder shall immediately comply with such written order of the District to suspend the Work wholly or in part. The suspended work shall be resumed only when conditions are favorable or methods are corrected, as ordered or approved in writing by the District.

27.1 Design-builder’s Failure. If a suspension of the Work is ordered by the District due to the failure on the

part of the Design-Builder to carry out orders or to perform any provisions of the Contract Documents, the days on which the suspension order is in effect shall be considered working days, and shall not in any way modify or invalidate any of the provisions of this Contract, and the Design-Builder shall not be entitled to any damages or compensation on account of such suspension or delay.

28. TERMINATION OF DESIGN-BUILDER'S CONTROL OVER THE WORK. Whenever, in the opinion of the District, the Design-Builder has failed to supply an adequate force of labor, equipment, or materials of proper quality, or has failed in any other respect to prosecute the Work with the diligence specified in the Contract Documents; or if Design-Builder should refuse or fail to comply with laws, ordinances, or directions of the District; or if Design-Builder should fail to make prompt payments to subcontractors or for labor or materials; or otherwise be in breach of this Contract; the District may give written notice of at least five (5) calendar days to the Design-Builder and it's sureties that if the defaults are not remedied within a time specified in such notice, the Design-Builder 's control over the Work will be terminated.

28.1 Bankruptcy, Assignment for Benefit of Creditors, Receiver. If the Design-Builder should be adjudged

bankrupt, or make an assignment for the benefit of Design-Builder's creditors, or if a receiver should be appointed on account of Design-Builder’s insolvency, the District may declare the Design-Builder 's control over the Work terminated, and so notify the Design-Builder and it’s sureties.

28.2 Completion of Work. Upon such termination, the District may take possession, and use all or any part, of

the Design-Builder 's materials, tools, equipment, and appliances upon the premises to complete the Work; the District assuming responsibility for the final relinquishment of such equipment at the conclusion of the Work, or sooner, at its option, in as good condition as when it was taken over, reasonable wear and tear excepted; and the District agrees to pay for such materials and the use of said equipment at a reasonable compensation.

28.3 Surety Obligations. Whenever Design-Builder shall be and declared by District to be in default under the

Contract, the surety shall promptly remedy the default, or shall promptly: (1) Undertake through its agents or independent contractors, reasonably acceptable to District, to complete the Contract in accordance with its terms and conditions and to pay and perform all obligations of Design-Builder under the Contract, including without limitation, all obligations with respect to warranties, quality of workmanship, guarantees, and payment of liquidated damages, or at surety’s election, or, if required by District, (2) Obtain a bid or bids for completing the Contract in accordance with its terms and conditions, and, upon determination by the District of the lowest responsible bidder, arrange for a contract between such bidder and District and make available as work progresses (even though there should be a default or a succession of defaults under the contract or contracts of completion arranged under this paragraph) sufficient funds to pay the cost of completion less the balance of the Contract Sum, and to pay and perform all obligations of Design-Builder under the Contract, including, without limitation, all obligations with respect to warranties, guarantees, and the payment of liquidated damages.

28.4 Payments After Termination. If the Design-Builder's control over the Work is terminated as provided

above, the Design-Builder is not entitled to receive any portion of the amount to be paid under the Contract until it is fully completed. After completion, if the unpaid balance exceeds the sum of the amount expended by the District in finishing the Work, plus all damages sustained, or to be sustained, by the District, plus any unpaid claims on account of labor, materials, tools, equipment, or supplies contracted for by the Design-Builder for the Work herein contemplated, the excess not otherwise required by these Contract Documents to be retained shall be paid the Design-Builder. If the sum so expended exceeds the unpaid balance, the Design-Builder and it's surety are liable to



the District for the amount of such excess. If the surety completes the Contract Work as provided above, such surety shall be subrogated to money due under the Contract, and to money which shall become due in the course of completion by the surety. However, Design-Builder and Surety agree that any subrogation rights of surety are subordinate to and inferior to rights of District.

28.5 Termination for Convenience. The District reserves the right to terminate the Work for its convenience

upon written notice to Design-Builder. Upon such termination, Design-Builder agrees to waive any claims for damages, including loss of anticipated profits, on account thereof; and, as the sole right and remedy of Design-Builder, the Design-Builder shall be paid its reasonable, actual and direct costs for that portion of the Work performed to the date of termination, reasonable costs associated with demobilization, plus fifteen percent (15%) of all such direct costs for overhead and profit. Upon this written notice, Design-Builder shall, unless the notice directs otherwise, do the following: (1) Immediately discontinue the Work to the extent specified in the notice; (2) Place no further orders or subcontracts for materials, equipment, services, or facilities, except as may be necessary for completion of such portion of the Work as is not discontinued; (3) Promptly cancel, on the most favorable terms reasonably possible, all subcontracts to the extent they relate to the performance of the discontinued portion of the Work; and (4) thereafter do only such work as may be necessary to preserve and protect work already in progress and to protect materials, plants, and equipment on the Project site or in transit thereto. In no event shall District be liable for costs incurred by Design-Builder or subcontractors after the date of the notice of termination. Such non-recoverable costs include, but are not limited to, anticipated profits on contract, post –termination employee salaries, post-termination administrative expenses, post-termination or unabsorbed overhead, costs of preparing and submitting bid, attorney’s fees or other costs related to prosecution of a claim or lawsuit. In determining the amount due Design-Builder hereunder, there shall be deducted all unliquidated advance or other payments on account made to Design-Builder applicable to the terminated portion of the contract, and any claim which the District may have against Design-Builder.

28.6 Termination without Cause. In the event that a termination for cause is determined to have been made wrongfully or without cause then the termination shall be treated as a termination for convenience and the Design-Builder shall have no greater rights than it would have had if a termination for convenience had been effected. Any Design-Builder claim arising out of a termination for default shall be made in accordance with the provisions of the Contract Documents governing claims and calculated in accordance with the provisions of the Contract Documents on Change Orders and claims. No other Loss, cost, damage, expense, or liability may be claimed, requested or recovered by Design-Builder. 29. FINAL INSPECTION, FIELD ACCEPTANCE, AND ACCEPTANCE. Final acceptance by the District shall cause the commencement of guarantee periods.

30. COMPLIANCE WITH LAWS AND REGULATIONS. The Design-Builder shall keep itself fully informed of, and shall observe and comply with, and shall cause any and all persons, firms, or corporations employed by Design-Builder or under him, to observe and comply with all State and national laws, and County and municipal ordinances, regulations, orders, and decrees which in any manner affect those engaged or employed in the Work, or the materials used in the Work, or which in any way affect the conduct of the Work. Particular attention is called to the following:

30.1 Hours Of Labor. Eight hours of labor shall constitute a legal days' work, and the Design-Builder or any

subcontractor under him, in the performance of the Contract, shall not require more than eight hours of labor in any calendar day, and forty hours of labor in any calendar week, from any person employed by Design-Builder in the performance of the Work under this Contract, except as permitted under the provisions of Section 1815 of the Labor Code of the State of California. The Design-Builder shall forfeit, as penalty to the District, Fifty Dollars ($50.00) for each Worker employed by Design-Builder or any subcontractor under Design-Builder in the performance of the Contract for each calendar day during which any Worker is required or permitted to labor more than eight hours and for each calendar week during which any Worker is required or permitted to labor more than forty hours, in violation



of the provisions of such Labor Code.

30.2 Night Work. No work other than overtime and shift work shall be done between the hours of 7:00PM and 7:00AM, except such work as is necessary for the proper care and protection of the Work already performed or except in case of an emergency; excepting that overtime and shift work may be established by the Design-Builder with reasonable notice and the written permission of the District.

30.3 Prevailing Wage. Pursuant to Section 1770, and following, of the California Labor Code, the Design-

Builder shall pay not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations. Copies of such prevailing rate of per diem wages are on file at the office of Los Rios Community College District, 1919 Spanos Court, Sacramento, California, 95825, which copies shall be made available to any interested party on request.

30.4 Penalty. The Design-Builder shall forfeit, as penalty to the District, Fifty Dollars ($50.00) for each calendar

day or portion thereof, for each Worker paid less than the stipulated prevailing rates for any work done under the Contract by Design-Builder or by any subcontractor under him, in violation of the provisions of such Labor Code.

30.5 Labor Discrimination. Design-Builder shall comply with Section 1735 of the Labor Code of the State of

California, which prohibits discrimination in the employment of persons upon public works upon any of the bases listed in Government Code Section 12940.

30.6 Apprentices. Attention is directed to Section 1777.5 of the Labor Code of the State of California

concerning employment of apprentices, and the Design-Builder is required to comply with the provisions of said Section.

30.7 Workers' Compensation. Pursuant to the requirements of Section 1860 of the Labor Code, the Design-

Builder is required to secure the payment of Workers' Compensation to Design-Builder 's employees in accordance with the provisions of Section 3700 of the Labor Code.

30.8 Certification. Prior to the commencement of work, the Design-Builder shall sign and file with the District a

certification in the following form: "I am aware of the provisions of Section 3700 of the Labor Code, which requires every employer to be insured against liability for Workers' Compensation, or to undertake self insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this Contract."

Said certification is included in the Contract, and signature and return of the Contract shall constitute signing and filing of the said certificate.

30.9 Use Of Pesticides. The Design-Builder shall comply with all rules and regulations of the Department of

Food and Agriculture, the Department of Health, the Department of Industrial Relations, and all other agencies that govern the use of pesticides required in the performance of the Work on the Contract.

30.9.1 Pesticides. Pesticides shall include, but shall not be limited to, herbicides, insecticides, fungicides, rodenticides, germicides, nematocides, bactericides, inhibitors, fumigants, defoliants, desiccants, soil sterilants, and repellents. Any substance or mixture of substances intended for preventing, repelling, mitigating, or destroying weeds, insects, diseases, rodents, or nematodes, and any substance or mixture of substances intended for use as a plant regulator, defoliant, or desiccant shall be considered a pesticide.



30.10 Payroll Records. Attention is directed to Section 1776 of the California Labor Code, a portion of which is quoted below. Regulations implementing said Section 1776 are located in Section 16000, and Sections 16401 through 16403 of Title 8, California Administrative Code. The Design-Builder shall be responsible for compliance by Design-Builder 's subcontractors.

30.10.1 Accuracy. The Design-Builder and each subcontractor shall keep an accurate payroll record showing the name, address, Social Security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker or other employee employed by him or her in conjunction with the public work.

30.10.2 Certification. The payroll records enumerated under subdivision (a) shall be certified and

shall be available for inspection at all reasonable hours at the principal office of the Design-Builder on the following basis:

(1) A certified copy of an employee's payroll record shall be made available for inspection or furnished to the employee or its authorized representative on request.

30.11 Inspection. A certified copy of all payroll records enumerated in subdivision (a) shall be made available

for inspection or furnished upon request to a representative of the body awarding the contract, the Division of Labor Standards Enforcement, and the Division of Apprenticeship Standards of the Department of Industrial Relations.

30.12 Public Inspection. A certified copy of all payroll records enumerated in subdivision (a) shall be made available upon request by the public for inspection and copies thereof made; provided, however, that a request by the public shall be made through either the body awarding the contract, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement. If the requested payroll records have not been provided pursuant to paragraph (2), the requesting party shall, prior to being provided the records, reimburse the costs of preparation by the Design-Builder, subcontractors, and the entity through which the request was made. The public shall not be given access to the records at the principal office of the Design-Builder.

30.12.1 Filing. The Design-Builder and each subcontractor shall file a certified copy of the records enumerated in subdivision (a) with the entity that requested the records within ten (10) days after receipt of a written request.

30.12.2 Redaction. Any copy of records made available for inspection as copies and furnished

upon request to the public or any public agency by the awarding body, the Division of Apprenticeship Standards, or the Division of Labor Standards Enforcement shall be marked or obliterated in such a manner as to prevent disclosure of an individual's name, address, and Social Security number. The name and address of the Design-Builder awarded the contract or performing the contract shall not be marked or obliterated.

30.12.3 Notification. The Design-Builder shall inform the body awarding the contract of the

location of the records enumerated under subdivision (a), including the street address, city and county, and shall, within five (5) working days provide a notice of a change of location and address.

30.12.4 Penalty. In the event of noncompliance with the requirements of this section, the Design-Builder shall have ten (10) days in which to comply subsequent to receipt of written notice specifying in what respects the Design-Builder must comply with this section. Should noncompliance still be evident after the ten-day period, the Design-Builder shall, as a penalty to the state or political subdivision on whose behalf the contract is made or awarded, forfeit Twenty-Five Dollars ($25.00) for each calendar day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the Apprenticeship Standards or the Division of Labor Standards Enforcement, these penalties shall be withheld from progress payments then due.

30.13 Deductions. The penalties specified in subdivision (f) of Labor Code Section 1776 for noncompliance



with the provisions of said Section 1776 may be deducted from any moneys due or which may become due to the Design-Builder.

30.14 Noncompliance. Failure to deliver to District specific information, records, reports, certifications, or any

other documents required for compliance with these Contract Documents shall be considered noncompliance.

30.15 Advisements. If Design-Builder or any of its subcontractors are found by the District to be in noncompliance they are to be advised of the specific deficiencies and urged to make immediate corrections. They should also be advised that monetary deductions might be made for failure to effect corrections or delinquencies.

30.16 Deductions. Deductions for noncompliance will be in addition to all other deductions provided for in this

Contract, and will apply irrespective of the number of instances of noncompliance. Deductions may be made separately and additively for each estimate period in which a new deficiency appears. When all deficiencies for a period have been corrected, the deduction covering that period will be released on the next progress payment. Otherwise, the deduction will be retained.

30.17 Ineligible Subcontractors. Design-Builder shall not employ on the Project any subcontractor who is ineligible to perform work pursuant to California Labor Code sections 1777.1 or 1777.7.

30.18 Labor Compliance Program. Design-Builder shall comply with all requirements of the District’s Labor

Compliance Program and all governing laws. A copy of the Labor Compliance Program may be obtained from the District if requested in writing by Design-Builder.

31. PROTECTION OF DISTRICT AGAINST PATENT CLAIMS. The Design-Builder shall assume all costs arising from the use of patented materials, equipment, devices, or processes used on or incorporated in the Work.

32. PROTECTION OF WORKERS. The Design-Builder shall conform to the rules and regulations pertaining to safety established by the California Division of Industrial Safety and any other governing body having jurisdiction over the Work. The Design-Builder shall immediately replace or repair any unsafe ladder, scaffolding, shoring, or bracing, or correct any other dangerous or hazardous situation that may exist or that the District or any District Consultant may indicate. Failure of the District or any District Consultant to suspend the Work or notify the Design-Builder of the inadequacy of the safety precautions or noncompliance with the law shall not relieve the Design-Builder of this responsibility. The Design-Builder is warned that when the Work involves existing sewers and appurtenances that have been exposed to sewage and industrial wastes, these facilities shall be considered contaminated with disease-causing organisms. Personnel in contact with contaminated facilities, debris, wastewater, or similar items shall be advised by the Design-Builder of the necessary precautions that must be taken to avoid becoming diseased. It is the Design-Builder's responsibility to urge his/her personnel to observe a strict regimen of proper hygienic precautions, including any inoculations recommended by the local public health officer. Because of the potential danger of solvents, gasoline, and other hazardous material in the existing sewers and storm drain pipes; these areas shall be considered hazardous. The Design-Builder shall be aware of these dangers and shall comply with Article 108, "Confined Spaces," of the General Industrial Safety Orders contained in Title 8 of the California Administrative Code. In the event that this Contract requires the excavation of any trench or trenches in excess of five feet in depth, Design-Builder shall prepare a detailed design plan showing the design of shoring, bracing, sloping, or other provisions to be made for worker protection from the hazard of caving ground during the excavation of such trenches. Said detailed design plan and subsequent excavating operations shall fully comply with all Applicable Laws including, but not limited to, the Construction Safety Orders, Section 1539, Permits and Section 1540 et seq., Excavation.



33. PROTECTION OF WORK, MATERIALS AND EQUIPMENT. The Design-Builder shall protect the Work, materials, and equipment from damage due to the nature of the Work, the action of the elements, trespassers, or other causes. The Design-Builder shall properly store materials and equipment, and erect such temporary structures as are required to protect them from damage, including, but not limited to, construction fencing.

33.1 Temporary structures. Design-Builder shall obtain permits for, install and maintain in a safe condition whatever scaffolds, hoisting equipment, barricades, walkways or other temporary structures that may be required to accomplish the Work. Such structures shall be adequate for the intended use and installed and maintained in accordance with all Applicable Laws.

33.2 Dewatering. Design-Builder shall provide and maintain any and all facilities that may be required for dewatering in order that work may proceed on the Project and if it is necessary for dewatering to occur continually Design-Builder shall provide such facilities as necessary to allow such to occur without interruption of service.

33.3 Responsibilities. Design-Builder shall be responsible for each operation and all work, temporary and permanent. Design-Builder shall take whatever care is necessary to avoid damage to existing facilities or utilities to remain, whether on the Project or adjacent to it, and he shall be liable for any damage thereto or interruption of service due to his activities. Design-Builder shall repair or replace all damage to the satisfaction of the District without cost to the District.

33.4 Shoring, Bracing or Underpinning. Design-Builder shall provide for all shoring, bracing or underpinning necessary to protect property or improvements adjacent to the Site shown on the drawings, and shall be responsible at Design-Builder’s sole expense for all legal notices to adjacent owners as the law may require.

33.5 Weather-tight Enclosures. Design-Builder shall also provide temporary weather-tight enclosure of the exterior roof and walls, as the case may be, for successive areas of the building as the Work progresses, including any existing facilities adjacent to or affected by the Work, whether occupied by the District or not. Such weather tight enclosure shall provide for acceptable working conditions, weather protection, protection for materials, allow for effective heating and cooling and prevent entry of unauthorized persons. Design-Builder shall bear all costs of damage to the Work or existing facilities caused by weather. 34. COOPERATION WITH OTHERS. The District or adjacent property owner may perform other work adjacent to or within the Site, concurrent with the Design-Builder's operations. The Design-Builder shall cooperate fully with District in all operations that coincide with other work being performed, and provide District with such scheduling and other information as may be required by District to perform such other work. The Design-Builder shall conduct operations to minimize interference with the work of other forces or contractors performing such work. This work performed by a second contractor may include work which is incomplete or in dispute with the Design-Builder. Design-Builder shall schedule and coordinate its work in such a manner that the work of others will not be interfered with and its work will not be delayed by the work of others. Any disputes or conflicts that may arise between the Design-Builder and any other forces or contractors retained by the District, causing delays or hindrance to each other, shall be referred to the District or District Authorized Representative for resolution. If the work of the Design-Builder is delayed because of any acts or omissions of any other forces or contractors, the Design-Builder shall on that account have no claim against the District other than for an extension of time.

35. AIR POLLUTION CONTROL. The Design-Builder shall comply with all air pollution control rules, regulations, ordinances, and statutes which apply to any work performed pursuant to the Contract Documents, including any air pollution control rules, regulations, ordinances, and statutes specified in Applicable Law, including but not limited to Section 11017 of the Government Code. Unless otherwise provided in the Contract Documents, material to be disposed of shall not be burned. See also, Special Project Procedures, Division 1, Section 01 35 00.



36. WATER POLLUTION. Design-Builder shall comply with all Applicable Laws which apply to water pollution and erosion control. If and to the extent storm water permitting, control, mitigation or discharge control is required by applicable laws Design-Builder shall file and obtain the Storm Water Permit, furnish all notices required under the Storm Water Permit, prepare the Storm Water Management Plan and Storm Water Pollution Prevention Plan prior to the commencement of any work and take all necessary steps to monitor, report, enforce and otherwise implement and comply with the Storm Water Management Plan and the Storm Water Pollution Prevention Plan and all Applicable Laws pertaining to the elimination or mitigation of storm water pollutant discharge to separate storm sewer systems or other watercourses, including, without limitation, the requirements of the State Water Resources Control Board, The Sacramento Region Water Quality Control Board and municipal storm water management programs. See also Division 1, Temporary Erosion and Sediment Control, Division 1, Section. 01 57 13.

37. SOUND CONTROL REQUIREMENTS. The Design-Builder shall comply with all sound control and noise level rules, regulations, and ordinances which apply to any work performed pursuant to the Contract. See also Division 1, Special Project Procedures, Section 01 35 00

38. UNFAVORABLE WEATHER AND OTHER CONDITIONS. During unfavorable weather and other conditions, the Design-Builder shall pursue only such portions of the Work as will not be damaged thereby. No portions of the Work the satisfactory quality or efficiency of which will be affected by any unfavorable conditions shall be constructed while these conditions remain, unless, by special means or precautions acceptable to the District, the Design-Builder shall be able to overcome these conditions.

39. WEEKEND, HOLIDAY, AND NIGHT WORK. No work shall be done between the hours of 7:00PM and 7:00AM, or on Sundays or legal holidays, except with written permission of the District. Requests to work between 7:00PM and 7:00AM, or on Sundays or legal holidays must be submitted in writing at least two working days in advance of the intended work. In case of an emergency, the Design-Builder will be allowed to work at night or on Sundays or legal holidays, but must notify the District immediately. An emergency shall be considered an unforeseen event that poses a danger to the public or to the uncompleted Work. It is understood, however, that the Design-Builder may establish two or three shift operations as a regular procedure if Design-Builder first obtains written permission from the District. Such permission may be revoked by the District at any time, without cause, or if the Design-Builder fails to maintain adequate force and equipment for reasonable prosecution and to justify inspection of the Work, or fails to provide sufficient artificial light to permit the Work to be carried on properly and safely and to permit proper inspection. The Design-Builder shall give the District two working days prior written notice of any work to be done on a Saturday, with the location and type of work to be done specified; and any work done without such notice and without the supervision of an inspector may be ordered removed and replaced at the Design-Builder's expense.

40. OVERLOADING. The Design-Builder shall determine safe loading capacities and shall not overload any structure beyond its safe capacity during construction. In addition to assuming full responsibility for bodily injury resulting from any such overloading, the Design-Builder shall repair to the District's satisfaction or reimburse the District for the costs of repairing damage resulting there from.

41. SUBCONTRACTING AND ASSIGNMENT. The performance of the Contract may not be assigned except upon written consent of the District, and no assignment shall be permitted which would relieve the original Design-Builder or it's surety of their responsibilities under the Contract.

42. NONRECOGNITION OF SUBCONSULTANTS OR SUBCONTRACTORS. No subconsultant or subcontractor will be recognized as such, and all persons engaged in the Work under this Contract will be considered as employees of the Design-Builder, and their work shall be subject to all the provisions of the Contract Documents. The District and its representatives will deal only with the Design-Builder, who shall be responsible for the proper



performance of the entire Work. Except as otherwise provided in the Contract Documents, or when direct communications have been specifically authorized, the District may communicate directly with select subconsultants or subcontractors as agreed to in advance with the Design-Builder.

43. LANDS AND RIGHTS OF WAY. The District shall provide the lands, rights of way, and easements upon which the Work under this Contract is to be done, and such other lands as may be designated on the Contract drawings for the use of the Design-Builder, and the Design-Builder shall confine it's operations to within these limits. The Design-Builder shall provide, at it's own expense, any additional land and access thereto that may be required for temporary construction facilities or storage of materials.

44. LIABILITY OF DISTRICT OFFICIALS. Neither the District, nor officers, employees, agents, or representatives of the District, nor any of them, shall be responsible for any liability arising under this Contract, except such obligations as are specifically set forth herein.

45. DESIGN-BUILDER NOT AN AGENT OF THE DISTRICT. The right of general supervision shall not make the Design-Builder an agent of the District, and the liability of the Design-Builder for all damages to persons or to public or private property arising from the performance of the work shall not be lessened because of such general supervision.

46. THIRD-PARTY CLAIMS. The Design-Builder shall be responsible for all third-party claims, and for costs or injuries incurred by a third party which result from the operations of the Design-Builder, or its performance under the Contract. 47. ASSIGNMENT OF ANTITRUST ACTIONS. Pursuant to Section 4552 of the Government Code of the State of California, the following provisions shall be a part of this Contract: In entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the Design-Builder 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 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 the Design-Builder without further acknowledgment by the parties. 48. LEGAL ADDRESS OF THE DESIGN-BUILDER. Both the address given in the Prequalification Questionnaire and the Design-Builder's office in the vicinity of the Site are hereby designated as places to either of which drawings, letters, notices, or other articles or communications to the Design-Builder may be mailed, transmitted electronically or delivered. The mailing, electronic transmission or delivery at either of these places shall be deemed sufficient notice thereof upon the Design-Builder. Nothing herein contained shall be deemed to preclude the service of any drawing, letter, notice, article, or communication to, or upon, the Design-Builder or Design-Builder 's representative personally. The address named in the Prequalification Questionnaire may be changed at any time by written notice from the Design-Builder. 49. PROPERTY RIGHTS IN MATERIAL. Nothing in this Contract shall be construed as vesting in the Design-Builder any right of property in the materials used, after they have been installed, attached, or affixed to the Work, but all such materials shall be the property of the Design-Builder and the District jointly as their interest may appear, and cannot be removed from the Work without the consent of the District.

50. DESIGN-BUILDER'S EQUIPMENT. The Design-Builder shall provide adequate and suitable equipment and means of construction to meet all the requirements of the Work, including completion within the time allotted. Only



equipment suitable to produce the quality of work required will be permitted to operate on the Project, and specific types of equipment may be requested on component parts of the Work. In any case where the use of a particular type or piece of equipment has been banned, or in cases where the District has condemned for use on the Work, any piece or pieces of equipment, the Design-Builder shall promptly remove such equipment from the Site. Failure to do so within a reasonable time may be considered a breach of contract. 51. MISCELLANEOUS PROVISIONS. This Contract shall bind and inure to the heirs, devisees, assignees, and successors in interest of Design-Builder, and to the successors in interest of District, in the same manner as if such parties had been expressly named herein. This Contract shall be governed by the laws of the State of California. If any one or more of the provisions contained in the Contract should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby. This Contract constitutes the full and complete understanding of the parties, and supersedes any previous agreements or understandings, oral or written, with respect to the subject matter hereof. The Contract may only be modified by a written instrument signed by both parties. Design-Builder hereby assigns to District all its first-tier subcontracts now or hereafter entered into by Design-Builder for performance of any part of the work. The assignment will be effective upon acceptance by District in writing, and only as to those subcontracts that District designates in writing. Such assignment is part of the consideration to District for entering into the Contract with Design-Builder, and may not be withdrawn. 52. PUBLIC CONTRACT CODE SECTION 20104, ET SEQ. Public Contract Code section 20104, et seq., requires that the following language be set forth in the specifications: 20104. Application of article; provisions included in plans and specifications

(a)(1) This article applies to all public works claims of three hundred seventy-five thousand dollars ($375,000) or less which arise between a Design-Builder and a local agency. (2) This article shall not apply to any claims resulting from a contract between a Design-Builder and a public agency when the public agency has elected to resolve any disputes pursuant to Article 7.1 (commencing with Section 10240) of Chapter 1 of Part 2. (b)(1) "Public work" has the same meaning as in Sections 3100 and 3106 of the Civil Code, except that "public work" does not include any work or improvement contracted for by the state or the Regents of the University of California. (2) "Claim" means a separate demand by the Design-Builder for (A) a time extension, (B) payment of money or damages arising from work done by, or on behalf of, the Design-Builder pursuant to the contract for a public work and payment of which is not otherwise expressly provided for or the claimant is not otherwise entitled to, or (C) an amount the payment of which is disputed by the local agency. (c) The provisions of this article or a summary thereof shall be set forth in the plans or specification for any work which may give rise to a claim under this article.



(d) This article applies only to contracts entered into on or after January 1, 1991. 20104.2. Claims; requirements; tort claims excluded For any claim subject to this article, the following requirements apply:

(a) The claim shall be in writing and include the documents necessary to substantiate the claim. Claims must be filed on or before the date of final payment. Nothing in this subdivision is intended to extend the time limit or supersede notice requirements otherwise provided by contract for the filing of claims.

(b)(1) For claims of less than fifty thousand dollars ($50,000), the local agency shall respond in writing to any written claim within 45 days of receipt of the claim, or may request, in writing, within 30 days of receipt of the claim, any additional documentation supporting the claim or relating to defenses to the claim the local agency may have against the claimant.

(2) If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of the local agency and the claimant.

(3) The local agency's written response to the claim, as further documented, shall be submitted to the claimant within 15 days after receipt of the further documentation or within a period of time no greater than that taken by the claimant in producing the additional information, whichever is greater.

(c)(1) For claims of over fifty thousand dollars ($50,000) and less than or equal to three hundred seventy-five thousand dollars ($375,000), the local agency shall respond in writing to all written claims within 60 days of receipt of the claim, or may request, in writing, within 30 days of receipt of the claim, any additional documentation supporting the claim or relating to defenses to the claim the local agency may have against the claimant.

(2) If additional information is thereafter required, it shall be requested and provided pursuant to this subdivision, upon mutual agreement of the local agency and the claimant.

(3) The local agency's written response to the claim, as further documented, shall be submitted to the claimant within 30 days after receipt of the further documentation, or within a period of time no greater than that taken by the claimant in producing the additional information or requested documentation, whichever is greater.

(d) If the claimant disputes the local agency's written response, or the local agency fails to respond within the time prescribed, the claimant may so notify the local agency, in writing, either within 15 days of receipt of the local agency's response or within 15 days of the local agency's failure to respond within the time prescribed, respectively, and demand an informal conference to meet and confer for settlement of the issues in dispute. Upon a demand, the local agency shall schedule a meet and confer conference within 30 days for settlement of the dispute.

(e) Following the meet and confer conference, if the claim or any portion remains in dispute, the claimant may file a claim as provided in Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For purposes of those provisions, the running of the period of time within which a claim must be filed shall be tolled from the time the claimant submits its written claim pursuant to subdivision (a) until the time that claim is denied as a result of the meet and confer process, including any period of



time utilized by the meet and confer process. (f) This article does not apply to tort claims and nothing in this article is intended nor shall be construed to change the time periods for filing tort claims or actions specified by Chapter 1 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code.

20104.4. Civil action procedures; mediation and arbitration; trial de novo; witnesses

The following procedures are established for all civil actions filed to resolve claims subject to this article:

(a) Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the court shall submit the matter to non-binding mediation unless waived by mutual stipulation of both parties. The mediation process shall provide for the selection within 15 days by both parties of a disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall be concluded within 15 days from the commencement of the mediation unless a time requirement is extended upon a good cause showing to the court or by stipulation of both parties. If the parties fail to select a mediator within the 15-day period, any party may petition the court to appoint the mediator. (b)(1) If the matter remains in dispute, the case shall be submitted to judicial arbitration pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, notwithstanding Section 1141.11 of that code. The Civil Discovery Act of 1986 (Article 3 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of the Code of Civil Procedure) shall apply to any proceeding brought under this subdivision consistent with the rules pertaining to judicial arbitration.

(2) Notwithstanding any other provision of law, upon stipulation of the parties, arbitrators appointed for purposes of this article shall be experienced in construction law, and, upon stipulation of the parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of pay not to exceed their customary rate, and such fees and expenses shall be paid equally by the parties, except in the case of arbitration where the arbitrator, for good cause, determines a different division. In no event shall these fees or expenses be paid by state or county funds. (3) In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil Procedure, any party who after receiving an arbitration award requests a trial de novo but does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that chapter, pay the attorney's fees of the other party arising out of the trial de novo. (c) The court may, upon request by any party, order any witnesses to participate in the mediation or arbitration process.

20104.6. Payment on undisputed portion of claim; interest on arbitration awards or judgments

(a) No local agency shall fail to pay money as to any portion of a claim that is undisputed except as otherwise provided in the contract. (b) In any suit filed under Section 20104.4, the local agency shall pay interest at the legal rate on any arbitration award or judgment. The interest shall begin to accrue on the date the suit is filed in a court of law.

ATTACHMENT NO. 2

PRE-QUALIFICATION QUESTIONNAIRE


Page 2 of 31

TABLE OF CONTENTS

TITLE PAGE ........................................................................................................................................ 1 TABLE OF CONTENTS........................................................................................................................ 2 SUBMISSION REQUIREMENTS.......................................................................................................... 4

I. GENERAL INFORMATION ..................................................................................................................4

A. CONTACT INFORMATION..................................................................................................... 4

B. DESIGN-BUILD ENTITY MEMBERS...................................................................................... 4

C. CONTRACTOR ........................................................................................................................4

D. PRINCIPAL ENGINEER(S)…………….................................................................................... 7

II. ESSENTIAL REQUIREMENTS ..........................................................................................................12

III. TEAM MEMBER QUESTIONS............................................................................................................15

A. QUESTIONS FOR THE CONTRACTOR ...............................................................................15

B. QUESTIONS FOR THE PRINCIPAL ENGINEER(S) …………………………………………….21

IV. PROJECT REFERENCES ..................................................................................................................24

A. GENERAL PROJECT REFERENCES ................................................................................. 24

B. SPECIFIC PROJECT REFERENCES .................................................................................. 25


Page 3 of 31

SUBMISSION REQUIREMENTS It is the responsibility of the Design Build Entity to verify the accuracy of all information included in this prequalification questionnaire and to ensure the availability of all references listed as per the certification statement included at the end of this pre-qualification questionnaire which will need to be signed by an authorized representative of the Design-Build Entity.

1. Deliverable a. A completed submittal will consist of five (5) signed submittals: one(1) “scan ready” unbound

single sided original with wet signature; and four (4) bound copies which can be printed double sided.

b. The “scan-ready” original document must be submitted on printed single-sided white 20 lb 8-1/2” x 11” paper using black ink only without any perforations, holes, folds or laminations; no tabs, dividers or other indexing markers may be attached or extend beyond the 8-1/2” x 11” dimension of the “scan-ready” copy, nor should any pages be inserted into plastic covers; the “scan–ready” submittal must be unbound without staples or fasteners affixed or penetrating the submittal (binder clips or similar clamps are acceptable); if the “scan-ready” copy of the cover is printed on white, 20 lb 8-1/2” x 11” paper it may be included.

2. Format and Complete Submittal

a. Utilize the prequalification form available electronically on-line on the District’s website at www.losrios.edu

b. Provide all information indicated in the questionnaire c. Clearly label each Section and Question Number d. Maintain the same order of the submission as listed in the Table of Contents and as outlined in the

scoring method Attachment No. 3 e. Separate questionnaire sections using tabs

3. General Information - Key Personnel Resumes

a. For Key Personnel Resume submissions, please clearly indicate the position of the individual proposed at the top of the Resume using the titles requested in the Questionnaire

b. Limit resumes to 1- 2 pages each

4. Team Member Questions - Project Experience a. In response to Project Experience questions please briefly describe the role and scope the

responding firm performed on the listed project (i.e. “…electrical contractor for project…”) b. Additional projects beyond what is being requested for a Section will not be considered. c. In response to Contractor Team Member Project Experience Questions included in Section A, only

experience of those individuals who have been employed by the proposed contractor for a minimum of one year and whose resumes are provided in response to the Prequalification submittal will apply.

d. Project Experience as follows: Project Designers to include Controls Hardware and Programming Designers only.

5. Project References

a. Select Owner Representatives (references) that can answer the reference questions b. Verify availability of references


Page 4 of 31

I. GENERAL INFORMATION

A. CONTACT INFORMATION Applicant: Applicant Contact Person: Address: Phone: Fax: E-mail: B. DESIGN-BUILD ENTITY MEMBERS List all individuals and legal entities that are Design-Build Entity Members of the Applicant: (Attach additional pages if necessary) Trade or Profession (i.e. contractors, controls designers, subcontractors, etc.)

Name and Address Legal Entity Legal Entity (i.e. corporation, partnership, sole proprietor, etc.)

For each Design-Build Member listed above that is not a sole proprietorship or corporation (such as, but not limited to, a partnership or other association), please provide a copy of the agreement creating the partnership or other association. C. CONTRACTOR Provide the following information about the Contractor proposed by the Applicant. If the Applicant will serve as the Contractor, then provide all information requested for the Applicant itself. Attach additional pages if necessary in order to respond to a Question.

1. Name of Contractor:

2. Date of company formation or incorporation:

3. State of formation or incorporation:

4. How many persons does the Contractor currently employ?


Page 5 of 31

5(a) If the Contractor is a corporation, provide the following information for each officer of the corporation and each individual who owns 10% or more of the corporate stock:

5(b) If the Contractor is an individual doing business as a sole proprietorship, complete the following:

Name and Address of Owner Years as Owner 5(c) If the Contractor is a firm that is a joint venture, partnership or other association, provide the following for

each member of the joint venture, partnership or association:

6. Has there been any change in ownership of the Contractor during the last three years?

Yes No If “Yes” explain on a separate Page

7. Is the Contractor a subsidiary, parent, holding company or affiliate of another construction firm?

(NOTE: Include information about other firms if one firm owns 50 percent or more of another, or if an owner, partner, or officer of your firm holds a similar position in another firm)


8. State the Contractor's gross revenues for each of the last three years:

Position Name and Address Years with Firm

% Ownership

Name of Individual or Entity

% Ownership Interest in

Firm

Position with Firm

Years with Firm

Name and Address of Principal Contact

YEAR: YEAR: YEAR: $ $ $


Page 6 of 31

9. List all California contractor license numbers, classifications and expiration dates currently held by the Contractor: Contractors who intend to perform work must register and pay a fee to the Department of Industrial Relations pursuant to Labor Code section 1725.5.

License Number Trade Classification Date Issued Expiration Date DIR Reg. #

10. Has the Contractor changed names or license numbers in the past five years?


11. Has any owner, CSLB qualified or corporate officer of the Contractor operated as a contractor under any

other name or license number (not listed in 9 above) in the last five years?

Yes No If “Yes” explain on a separate Page 12. Surety Information for Contractor:

Bonding Co./Surety: Surety Agent:

Agency Address:

Telephone No.:

13. List all other sureties (name and full address) that have written bonds for the Contractor during the last five

years, including periods during which each wrote the bonds:

Surety Address Periods of Coverage

14. Attach current resumes of Contractor’s key personnel including: Area or Regional Manager, Project

Manager, and Project Superintendent.


Page 7 of 31

D. PRINCIPAL ENGINEER (S) Provide the following information about each Principal Engineer proposed for prequalification. If a Principal Engineer is proposed to perform the services of more than one Principal Engineering Discipline, then submit separate responses on behalf of such Principal Engineer for each Principal Engineer Discipline that it will perform. Attach additional pages if necessary in order to respond to a Question.

1. If the Principal Engineer or Principal Engineer's Firm is different from that of the Contractor and/or the

Architect of Record, please answer the following

Principal Engineer’s Name: License Number: Principal Engineer Discipline: Years in Practice:

Date of company formation or incorporation: State of formation or incorporation: How many persons do the Principal Engineer or the Principal Engineer's Firm currently employ?

1 (a) If the Principal Engineer's Firm is a corporation, provide the following information for each officer of the corporation and each individual who owns 10% or more of the corporate stock:

1 (b) If the Principal Engineer is an individual doing business a sole proprietorship, complete the following:

Name and Address of Owner Years as Owner


% Ownership


Page 8 of 31

1 (c) If the Principal Engineer's Firm is a joint venture, partnership or other association (other than a corporation) provide the following information for each partner or each other association member:

1 (d) Has there been any change in ownership of the Principal Engineer's Firm during the last three years?

(NOTE: A corporation whose shares are publicly traded is not required to answer this question with regard to public trade).

Yes No If “Yes” explain on a separate Page 1 (e) Is the Principal Engineer's Firm a subsidiary, parent, holding company or affiliate of another firm?

(NOTE: Include information about other firms if one firm owns 50 percent or more of another, or if an owner, partner or officer of the Principal Engineer's Firm holds a similar position in another firm).


1 (f) Has any corporate officer or owner of the Principal Engineer's Firm worked for any other engineering firms in

the past five years?

(NOTE: Include information about other firms if an owner, partner, or officer of the Principal Engineer's Firm holds a similar position in another firm).

Yes No If “Yes” explain on a separate Page 1 (g) Has the Principal Engineer's Firm changed names in the past five years?

Yes No If “Yes” explain on a separate Page 2. Provide the following information for all known engineers employed by the Principal Engineer or the

Principal Engineer’s Firm who will be designing the Project or a Project Facility:

Engineer’s Name License Number Year in Practice

3. Attach current resumes of Principal Engineer(s)’ key personnel including: Principal, and Project Engineer.



Firm

Position with Firm

Years with Firm.



Page 9 of 31

I. SUBCONTRACTOR(S) Provide the following information about each Other Subcontractor proposed for prequalification including Controls Hardware and Programming Designer(s). Contractor shall verify that each subcontractor has registered and paid a fee to the Department of Industrial Relations pursuant to Labor Code section 1725.5. Attach additional pages if necessary in order to respond to a Question.

5(a) If the Other Subcontractor is a corporation, provide the following information for each officer of the corporation

and each individual who owns 10% or more of the corporate stock:

5(b) If the Other Subcontractor is a sole proprietorship, complete the following:

Owner Years as Owner 5(c) If the Other Subcontractor is a joint venture, partnership or other association (other than a corporation),

provide the following information for each member of the joint venture, partnership or other association:

1. Name of Other Subcontractor

2. Date of company formation or incorporation:

3. State of formation or incorporation:

4. How many persons does the Other Subcontractor currently employ?


% Ownership



Firm

Position with Firm

Years with Firm



Page 10 of 31

6. Has there been any change in ownership of the Other Subcontractor during the last three years?

(NOTE: A corporation whose shares are publicly traded is not required to answer this question with regard to public trade).

Yes No If “Yes” explain on a separate page 7. Is the Other Subcontractor a subsidiary, parent, holding company or affiliate of another firm?

Yes No If “Yes” explain on a separate page

(NOTE: Include information about other firms if one firm owns 50 percent or more of another, or if an owner, partner, or officer of your firm holds a similar position in another firm).

8. State the Other Subcontractor’s gross revenues for each of the last three years:

9. List all California contractor license numbers, classifications, authorizations or certifications and expiration dates

currently held by the Other Subcontractor: License Number Classification Date Issued Expiration Date DIR REG

Verified(Y/N)

10. Has the Other Subcontractor changed names or license numbers in the past five years?

Yes No If “Yes” explain on a separate page 11. Has any owner, CSLB qualifier or corporate officer of the Other Subcontractor operated as a contractor under

any other name or license number (not listed in 9 above) in the last five years?

Yes No If “Yes” explain on a separate page 12. Surety Information for Other Subcontractor:

Bonding Co./Surety: Surety Agent: Agent Address:

Telephone No.:

YEAR: YEAR: YEAR: $ $ $


Page 11 of 31

13. List all other sureties (name and full address) that have written bonds for your firm during the last five years, including the periods during which each wrote the bonds:

Surety Address Periods of Coverage

14. Attach current resumes of Other Subcontractor’s key personnel including: Area or Regional Manager, and

Project Manager.


Page 12 of 31

II. ESSENTIAL REQUIREMENTS This Part II consists of pass/fail Questions. Failure by Applicant to pass any of the Questions in this Part II will result in the Applicant being disqualified, regardless of the scores received by the Applicant for its responses to any other questions in this Questionnaire. If the Applicant based on its responses is not disqualified, its ultimate rating will be based on the scoring of the scored questions, which follow in later Parts of this Questionnaire.

1. Does the Contractor and each Proposed Subcontractor possess a current California contractor’s license and authorization or certification for the Project which it intends to submit a proposal that conform to the requirements of the request for Prequalification?

Yes No

2. Does the Contractor have a liability insurance policy with a policy limit of at least $1,000.000 per

occurrence and $2,000,000 aggregate from a California admitted company?

Yes No

If “yes”, provide the following information. (Attach a separate page if more than one policy.)

Insurance Company

Policy Number

Policy limit per occurrence

Aggregate policy limit

3. Does the Contractor and each Proposed Subcontractor have current workers compensation insurance policy as required by the Labor Code or are legally self-insured pursuant to Labor Code sections 3700 et. seq.?

Yes No

If “yes”“, provide the following information. (Attach a separate page if more than one policy) Insured:

Carrier:

Policy Number:

Policy Number:


Page 13 of 31

4. Has a current financial statement been attached for the Contractor? As used herein, "current financial

statement" means a balance sheet and profit and loss statement prepared and presented in a format that complies with Generally Accepted Accounting Principles (GAAP), covering a period of time that is no less than the most recent fiscal year for bidder. If bidder's most recent fiscal year ended more than six (6) months prior to the date when the Contract Documents require this Contractor Qualification Questionnaire be completed and returned to District, then "current financial statement" shall also include an interim balance sheet and profit and loss statement covering the period of time from the end of bidder's most recent fiscal year to a period of time no greater than sixty (60) days prior to the date when the Contract Documents require this Contractor Qualification Questionnaire be completed and returned to District.

Yes No

5. Has a notarized statement from admitted surety insurer (approved by the California Department of

Insurance) and authorized to issue bonds in the State of California been attached, which states that the Contractor's current bonding capacity is sufficient for the project for which you seek pre-qualification? (Statement must be from the surety company, not an agent or broker.)

Yes No

6. Has any contractor license held by the Contractor or any of its Associates or any of the Proposed

Subcontractors or their Associates, been revoked or suspended within the last five (5) years?

Yes No

7. Has a surety firm completed a contract or paid for completion of a contract on behalf of any Design-Build Entity Member because they were terminated by the project owner within the last five (5) years?

Yes No

8. Within the last five years was the Contractor or any Proposed Subcontractor declared ineligible to bid

on a public works contract, to be awarded a public works contract, or to perform as a subcontractor on a public works contract, pursuant to either Labor Code section 1777.1 or Labor Code section 1777.7?

Yes No

9. Has any Design-Build Entity Member (contractors, designers or others) or any of its Associates, ever

been convicted of a crime involving the awarding of a contract for a government project, or the bidding or performance of a government contract within the last five (5) years?

Yes No

10. Do all designers who are expected to work on the Project possess current California authorizations or

certifications for the services which they intend to provide that conform to the requirements of the Request for Prequalification?

Yes No


Page 14 of 31

11. Does the Contractor and each Proposed Subcontractor seeking prequalification, know and understand their obligations regarding the employment of apprentices on public works under Labor Code section 1777.5 and California Code of Regulations, Title 8, section 230.1, and do they intend to comply with these requirements, including the requirement, if applicable, to request the dispatch of apprentices from an apprenticeship program approved by the California Apprenticeship Council?

Yes No

12. Does the Contractor have an injury prevention program instituted pursuant to Section 3201.5 or

6401.7 of the California Labor Code?

Yes No 13. Does the Contractor and each Proposed Subcontractor seeking prequalification, know and understand

their obligations regarding their intent to perform work on public works projects under Labor Code section 1725.5 the requirement to register and pay a fee to the Department of Industrial Relations, and do they intend to comply with these requirements and provide evidence of registration for contract award?

Yes No


Page 15 of 31

III. TEAM MEMBER QUESTIONS A. TEAM MEMBER QUESTIONS FOR THE CONTRACTOR Applicant is to provide responses to each of the following questions pertaining to its proposed Contractor. Responses will be scored. A failure of the proposed Contractor to achieve the overall minimum score required for this Part III, A will result in the disqualification of the Applicant. If the Contractor is not disqualified, its score will be included in the calculation of the Applicant's total score for all scored questions in Parts III and IV of this Questionnaire. A-1. How many years has the Contractor been licensed in California?

Years: A-2. Is the Contractor or any of its Associates currently the debtor in a bankruptcy case? (“Associates” are

any contractual obligees)

Yes No

If “yes”, indicate the case number, bankruptcy court, and the date on which the petition was filed.

Case Number Bankruptcy Court Date Filed

A-3. Was the Contractor or any of its Associates in bankruptcy at any time during the last five years? (This question refers only to a bankruptcy action that was not described in answer to question A-2, above)

Yes No

If “'yes”, indicate the case number, bankruptcy court, and the date on which the petition was filed.


A-4. At any time in the last five years has the Contractor or any of its Associates been assessed liquidated

damages of more than $50,000 on a construction contract with either a public or private owner?

Yes No

If “yes”“, explain on a separate page, identifying all such projects by owner, owner's address, name of entity against assessment was made, the date of completion of the project, amount of liquidated damages assessed and all other information necessary to fully explain the assessment of liquidated damages.

A-5. Has the Contractor or any of its Associates ever been terminated for default on a construction

Contract?

Yes No


Page 16 of 31

A-6. In the last five years has the Contractor or any of its Associates, been debarred, disqualified, removed

or otherwise prevented from bidding on, or completing, any public construction project for any reason?

Yes No

If “yes”, explain on a separate page. State the name of the organization debarred, the year of the event, the owner of the project, and the basis for the action.

A-7. Has the Contractor or any of its Associates ever been denied an award of a public construction contract based on a finding by a public agency that they were not a responsible bidder?

Yes No

If “yes”, on a separate page identify the year of the event, the entity denied the award, the owner, the project, and the basis for the finding by the public agency. (NOTE: The following two questions refer only to disputes between contractors and owners of projects. You need not include information about disputes with suppliers, other contractors, or subcontractors. You need not include information about “pass-through” disputes in which the actual dispute is between a subcontractor and a project owner.)

A-8. In the past five years has any claim in excess of $50,000 been filed in court or arbitration against the Contractor or any of its Associates concerning their work: on a public Construction project?

Yes No

If “yes”, on a separate page identify the claim(s) by providing the project name, date of the claim, name of the claimant, the name of the entity the claim was filed against, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution).

A-9. In the past five years has the Contractor or any of its Associates made any claim in excess of $50,000

against a project owner concerning work on a public construction project or payment for a public construction contract and filed that claim in court or arbitration?

Yes No

If “yes'“, on a separate page identify the claim by providing the name of claimant, the project name, date of the claim, name of the entity (or entities) against whom the claim was filed, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending, or if resolved, a brief description of the resolution).

A-10. In the past five years has any insurance carrier, for any form of insurance; refused to renew the

insurance policy for the Contractor or any of its Associates due to non-payment or contractor losses.

Yes No

If “yes”, on a separate page give name of the insured: name the insurance carrier, the form of Insurance, and the year of the refusal.


Page 17 of 31

A-11. Has the Contractor or any of its Associates (or any manager of an associate if the Associate is not a

person) ever been found liable in a civil suit or found guilty in a criminal action for making any false claim or material misrepresentation to any public entity?

Yes No

If “yes”, explain on a separate page, including identifying who was found liable or guilty, the court and case number, the name of the public entity, the civil or criminal verdict, the date and the basis for the finding.

A-12. Has the Contractor or any of its Associates (or any manager of an Associate if the Associate is not a person) ever been convicted of a crime involving any federal, state, or local law related to construction?

Yes No If “yes”, explain on a separate page, including identifying who was convicted, the name of the victim, the date of the conviction, the court and case number, the crimes, and the grounds for the conviction.

A-13. Has the Contractor or any of its Associates (or any manager of an Associate if the Associate is not a person) ever been convicted of a federal or state crime of fraud, theft, or any other act of dishonesty?

Yes No If “yes”, identify on a separate page, the person or persons convicted, the court and case number, the crimes, and the year convicted.

A-14. During the last five years, has there ever been a period of time when the Contractor or any of its Associates had no surety bond in place during a public construction project when one was required?

Yes No If ““yes”, indicate the period during which no surety bonds were in place, name of entity without the surety bond, the name of project owner, and if coverage was denied the date coverage was denied and the name of the company that denied coverage.

A-15. Has CAL OSHA cited and assessed penalties against the Contractor or any of its Associates for any

“serious,” “willful” or “repeat” violations of its safety or health regulations In the past five years?

(NOTE: If you have filed an appeal of a citation, and the Occupational Safety and Health Appeals Board has not yet ruled on your appeal, you need not include information about it.)

Yes No If “yes” on separate page describe the citations, the party against whom the citation was made, date of citation, nature of the violation, project on which the citation was issued, owner of project, and the amount of penalty paid, if any. State the case number and date of any OSHAB decision. Note that the existence of any “willful” violations of Part I (commencing with Section 6300) of Division 5 of the California Labor Code may constitute grounds for disqualification.


Page 18 of 31

A-16. Has the Federal Occupational Safety and Health Administration cited and assessed penalties against the General Contractor or any of its Associates in the past five years?

(NOTE: If an appeal of the citation has been filed and the Appeals Board has not yet ruled, or if there is a court appeal pending, you need not include information about the citation.)

Yes No If “yes”, on separate page describe the citations, the party against whom the citation was made, date of citation, nature of the violation, project on which the citation was issued, owner of project, and the amount of penalty paid, if any. State the case number and date of any decision.

A-17. Has the EPA, any Air Quality Management District or any Regional Water Quality Control Board cited and assessed penalties against either the General Contractor or any of its Associates or the owner of a project during the time in which the preceding parties were performing on a contract in the past five years?

(NOTE: If an appeal of the citation has been filed and there is no ruling yet, or if there is a court appeal pending, you need not include information about the citation.)

Yes No

If “yes”, on separate page describe the citations, the party against whom the citation was made, date of citation, nature of the violation, project on which the citation was issued, owner of project, and the amount of penalty paid, if any. State the case number and date of any decision.

A-18. How often does the Contractor require documented safety meetings to be held for construction employees and field supervisors during the course of a project?`

A-19. Within the last five years has there ever been a period when the Contractor or any of its Associates had employees but was without workers' compensation insurance or state-approved self-insurance?

Yes No

If “yes”, please explain the reason for the absence of workers' compensation insurance on a separate page. If “no,” please provide a statement by your current workers' compensation insurance carrier that verifies periods of workers' compensation insurance coverage for the Contractor for the last five years. (If the Contractor has been in business for less than five years, provide a statement by your workers’ compensation Insurance carrier verifying continuous workers' compensation Insurance coverage for the period that your firm has been in business.)

A-20. Has there been more than one occasion during the last five years in which the Contractor or any of its Associates was required to pay either back wages or penalties for failure to comply with the state's prevailing wage laws?

Yes No

If “yes”, attach a separate page, describing the violator, nature of each violation, name of the project, date of its completion, the public agency for which it was constructed, the number of employees who were initially underpaid and the amount of back wages and penalties that were assessed.


Page 19 of 31

A-21. During the last five years, has there been more than one occasion in which the Contractor or any of its

Associates have been penalized or required to pay back wages for failure to comply with the Federal Davis-Bacon prevailing wage requirements?

Yes No If “yes”, attach a separate page, describing the violator, nature of each violation, name of the project, date of its completion, the public agency for which it was constructed; the number of employees who were initially underpaid and the amount of back wages and penalties that were assessed.

A-22. At any time during the last five years, has the Contractor or any of its Associates been found to have violated any provision of California apprenticeship laws or regulations, or the laws pertaining to use of apprentices on public works?

Yes No If “yes”, provide the date of the findings and attach a copy of the final decision.

Date of Findings

A-23. Do agreements exist between the Contractor and registered apprenticeship programs which have been approved by the California Apprenticeship Council and have graduated apprentices in the preceding five years, for all apprenticeable crafts which may be employed by the Contractor on this project?

Yes No

(This graduation requirement shall not apply to programs providing apprenticeship training for any craft that has not been deemed by the Department of Labor and the Department of Industrial Relations to be an apprenticeable craft within the period of October, 1999 to October, 2001.)

A-24. Has the Contractor or any of its Key Personnel1 installed an EMS Control System in any Northern

California schools, or colleges in the last 5 years in which the total contract value for the EMS project was in excess of $100,000?

Yes No If “yes”, how many? If “yes”, attach a separate page listing the projects, including the name of each project, the date of the award of the contract, the dollar amount of the contract on date of award, the name of the owner of the project, and the date the project was completed.

A-25. Has the Contractor participated as the contractor member of a design-build team in the design-build of any Northern California schools or colleges in the last 5 years, in which the total contract value for the EMS project was in excess of $400,000?

Yes No If “yes”, how many?

1 Only Key Personnel resumes listed under General Information and employed for a min. of 1 yr will apply.


Page 20 of 31

If “yes”, attach a separate page listing the projects built, including the name of each project, the date of the award of the contract, the dollar amount of the contract on date of award. The name of the owner of the project, and the date the project was completed.

A-26. Has the Contractor participated as the contractor member of a design-build team in the design-build of any projects (other than Northern California schools or college projects) anywhere else in California in the last 5 years, in which the total contract value for the EMS project was in excess of $400,000?


If “yes”, attach a separate page listing the projects built, including the name of each project, the date of the award of the contract, the dollar amount of the contract on date of award, the name of the owner of the project, and the date the project was completed.

A-27. Have the Contractor, hired as the builder, and the proposed Controls Hardware and Programming Designer(s), retained by the same client, ever worked together before on the same project in California?


If “yes”, attach a separate page listing the projects built, including the name of the project, the date of the award of the contract, the dollar amount of the contract on date of award, the name of the owner of the project, and the date the project was completed.

A-28. Have the Contractor and the proposed Controls Hardware and Programming Designer(s) ever worked on the same design-build team (either as design-build entity members or pursuant to a subcontract) to design and build a Northern California school or college project?

Yes No If “yes”, how many? If “yes”, attach a separate page listing the projects built, including the name of the project, the date of the award of the contract, the dollar amount of the contract on date of award, the name of the owner of the project, and the date the project was completed.

A-29. Please fill in the following blanks based on the Contractor's attached audited financial statement:

Current Assets: $ Current Liabilities: $ Total Net Worth: $ Current Ratio (Assets/Liabilities): Working Capital (Current Assets - Current Liabilities): $


Page 21 of 31

C. TEAM MEMBERS QUESTIONS FOR THE PRINCIPAL ENGINEER(S)

Applicant is to provide responses to each of the following questions pertaining to its proposed Principal Engineer(s), if more than one Principal Engineer is proposed, separate responses shall be provided for each proposed Principal Engineer. If one Principal Engineer is proposed to perform the services of more than one Principal Engineer Discipline, then a separate response is required from the proposed Principal Engineer for each such Principal Engineer Discipline. Responses will be scored. A failure of any proposed Principal Engineer to achieve the overall minimum score required for this Part III, C will result in the disqualification of the Applicant. If a Principal Engineer is not disqualified, its score will be included in the calculation of the Applicant's total score for all scored questions in Parts III and IV of this Questionnaire.

Name of Principal Engineer:

Principal Engineer Discipline:

Name of Firm: C-1. How many years has the Principal Engineer been licensed and practicing in California in the field or

discipline for which prequalification is being requested?

Years: C-2. Is the Principal Engineer or the Principal Engineer's Firm currently the debtor in a bankruptcy case?

Yes No

If “'yes”, indicate the case number, bankruptcy court, and the date on which the petition was filed.


C-3. Was the Principal Engineer or the Principal Engineer's Firm in bankruptcy at any time during the last

five years? (This question refers only to a bankruptcy action that was not described in answer to question C-2, above)

Yes No

If “yes”', indicate the case number, bankruptcy court, and the date on which the petition was filed.


C-4. In the last five years has the Principal Engineer or the Principal Engineer’s Firm been debarred,

disqualified, removed or otherwise prevented from proposing on, or completing, any public construction project for any reason?

Yes No


Page 22 of 31

If “'yes”, explain on a separate page. State the name of the organization debarred, the year of the event, the owner of the project, and the basis for the action.

C-5. In the past five years has any claim in excess of $50,000 been filed in court or arbitration against the

Principal Engineer or the Principal Engineer's Firm concerning its engineering work on public construction project?

Yes No

If “yes.”, identify the claim(s) by providing the project name, date of the claim, name of the claimant, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending or, if resolved, a brief description of the resolution).

C-6. In the past five years has the Principal Engineer or the Principal Engineer's Firm made any Claim in excess of $50,000 against a project owner concerning engineering work on a public construction project and filed that claim in court or arbitration?

Yes No

If “yes”, on separate page identify the claim by providing the project name, date of the claim, name of the entity (or entities) against whom the claim was filed, a brief description of the nature of the claim, the court and case number, and a brief description of the status of the claim (pending, or if resolved, a brief description of the resolution).

C-7. In the last five years has any insurance carrier, for any form of insurance, refused to renew an insurance policy for the Principal Engineer or the Principal Engineer's Firm based on nonpayment or losses?

Yes No

If “yes”“, on separate page give name the insurance carrier, the form of insurance and the year of the refusal.

C-8. Has the Principal Engineer or the Principal Engineer's Firm (or any manager of the Principal Engineer's Firm if the Principal Engineer's Firm is not a person) ever been found liable in a civil suit or found guilty in a criminal action for making any false claim or material misrepresentation to any public agency or entity?

Yes No

If “yes”, on a separate page identify who was found liable or convicted, the name of the public agency, the court and case number, the date of the investigation and the grounds for the finding.

C-9. Has the Principal Engineer’s Firm (or any manager of the Principal Engineer’s Firm if the Principal

engineer's Firm is not a person) ever been convicted of a crime involving any federal, state, or local law related to construction

Yes No


Page 23 of 31

If “yes”, on a separate page identify who was convicted, the name of the victim, the date of the conviction, court and case number, the crimes, and the grounds for the conviction.

C-10. Has the Principal Engineer or the Principal Engineer's Firm (or any manager of the Principal Engineer's

Firm if the Principal Engineer's Firm is not a person) been convicted of a federal or state crime of fraud, theft, or any other act of dishonesty?

Yes No If “yes”, on a separate page identify who was convicted, the court and case number, the crimes and the year convicted.

C-11. Has the Principal Engineer performed engineering services, in the Principal Engineer Discipline for which it is seeking prequalification, for any Northern California parking structures, schools or colleges in the last 5 years in which the total contract value for the construction of the project was in excess of $15 million?

Yes No If “yes”, how many? If “yes”, attach a separate page listing the projects built, including the name of each project, the date of the award of the contract, the dollar amount of the contract on date of award, the name of the owner of the project, and the date the project was completed.

C-12. Has the Principal Engineer participated as an engineering member, providing services in the Principal Engineer Discipline for which it is seeking prequalification, of a design-build team in the design-build of any Northern California parking structures, schools or colleges in the last 5 years in which the total contract value for the construction of the project was in excess of $15 million?



C-13. Has the Principal Engineer participated as the engineering member, providing services in the Principal Engineer Discipline for which it is seeking prequalification, of a design-build team in the design-build of any projects (other than Northern California parking structure, schools or college projects) anywhere else in California in the last 5 years, in which the total contract value for the construction of the project was in excess of $15 million?



C-14. Has the Department of Consumer Affairs taken any disciplinary action against the Principal Engineer?

Yes No If “yes”, please explain on a separate page.


Page 24 of 31

IV. PROJECT REFERENCES

The following shall apply if the District elects, in its discretion, to conduct interviews of Project References provided in response to the Questions set forth in this Part IV: 1. Interviews will be conducted by a member of the Prequalification Selection Committee. No

action is necessary by the Applicant. 2. List Project References below in the order that you wish them to be contacted. Interviews, if

any, will be conducted of the contact person for the Project “Owner” identified in your response. If the information for the contact person for the Owner is accurate but such contact person is not available or does not respond within 24 hours, then the contact person for the Construction Manager (if any) will be contacted. If the contact person for the Owner does not respond and there either is no Construction Manager or the Construction Manager does not respond within 24 hours, then the Project Reference will be deemed stricken.

3. Identical questions from a standardized list of questions shall be asked of each Project

Reference. If the person interviewed states that he/she is unable to answer the Question, then the Applicant will be given zero points as its score for that Question.

4. A failure to either (a) provide at least two Project References; or (b) receive a passing score

from any Project Reference provided in response to Subpart A shall result in disqualification, regardless of the score received.

5. If the same Project Reference is given in answer to more than one request, the Project

Reference will be scored only once and only that score will be factored. 6. Scoring of Project References may be used by the District in the case of a tie in the base scores

of firms, to determine which firms will be short-listed. Reference Attachment No. 3 for further clarification on scoring for this section.

A. CONTRACTOR CONSTRUCTION OR DESIGN-BUILD PROJECT REFERENCES 1. Provide at least two and up to a maximum of three references for the largest (largest being determined

according to final contract dollar amount) construction or design-build EMS projects in which the contract amount was in excess of $400,000 (public or private) located anywhere in California that were completed by the Contractor within the last five years. Names and references must be current and verifiable. (Note: Failure to provide at least two (2) references will result in disqualification).

(a) Project Name: Location: Owner (Contact Person) Name, Firm and Current Telephone Number: Construction Manager (Contact Person) Name. Firm and Current Telephone Number:


Page 25 of 31

Description of Project, Scope of Work Performed: Original Contract amount: Final Contract amount including change orders: Original Scheduled Completion Date: Time Extensions Granted (number of days): Actual Date of Completion: (b) Project Name: Location: Owner (Contact Person) Name, Firm and Current Telephone Number: Construction Manager (Contact Person) Name. Firm and Current Telephone Number: Description of Project, Scope of Work Performed: Original Contract amount: Final Contract amount including change orders: Original Scheduled Completion Date: Time Extensions Granted (number of days): Actual Date of Completion: (c) Project Name: Location: Owner (Contact Person) Name, Firm and Current Telephone Number: Construction Manager (Contact Person) Name. Firm and Current Telephone Number: Description of Project, Scope of Work Performed:


Page 26 of 31

Original Contract amount: Final Contract amount including change orders: Original Scheduled Completion Date: Time Extensions Granted (number of days): Actual Date of Completion: B. SPECIFIC DESIGN-BUILD PROJECT REFERENCES 1. Provide a maximum of two references for completedEMS systems for schools or college projects completed on a design-build basis, In which the contract amount of each was in excess of $400,000 located anywhere in the United States and that the Contractor and Controls Hardware and Programming Designer(s) have either worked on together or designed and installed together under an alternate delivery method. Name and references must be current and verifiable. Or Alternatively: Provide a maximum of two references for completed EMS systems on a design-build basis for schools or college projects, In which the contract amount of each was in excess of $400,000 located anywhere in California by the Contractor and/or the Controls Hardware and Programming Designer(s). Name and references must be current and verifiable.” (a) Project Name: Location: Owner (Contact Person) Name, Firm and Current Telephone Number: Construction Manager (Contact Person) Name. Firm and Current Telephone Number: Description of Project, Scope of Work Performed: Original Contract amount: Final Contract amount including change orders: Original Scheduled Completion Date: Time Extensions Granted (number of days): Actual Date of Completion: (b) Project Name:


Page 27 of 31

Location: Owner (Contact Person) Name, Firm and Current Telephone Number: Construction Manager (Contact Person) Name. Firm and Current Telephone Number: Description of Project, Scope of Work Performed: Original Contract amount: Final Contract amount including change orders: Original Scheduled Completion Date: Time Extensions Granted (number of days): Actual Date of Completion: 2. Provide a maximum of two references for Northern California EMS system installations for school or College design-build projects, in which the contract amount of each was in excess of $100,000, completed by the Contractor within the last five years. Names and references must be current and verifiable. (Copy for additional sheets) (a) Project Name: Location: Owner (Contact Person) Name, Firm and Current Telephone Number: Construction Manager (Contact Person) Name. Firm and Current Telephone Number: Description of Project, Scope of Work Performed: Original Contract amount: Final Contract amount including change orders: Original Scheduled Completion Date: Time Extensions Granted (number of days): Actual Date of Completion:


Page 28 of 31

(b) Project Name: Location: Owner (Contact Person) Name, Firm and Current Telephone Number: Construction Manager (Contact Person) Name. Firm and Current Telephone Number: Description of Project, Scope of Work Performed: Original Contract amount: Final Contract amount including change orders: Original Scheduled Completion Date: Time Extensions Granted (number of days): Actual Date of Completion: 3. For the Controls Hardware and Programming Designer(s) provide a maximum of three references for completed Northern California EMS systems for school or College design-build projects, in which the contract amount of each was in excess of $100,000, designed by the proposed Controls Designer and installed within the last five years. Names and references must be current and verifiable. (Copy for additional sheets) (a) Project Name: Location: Owner (Contact Person) Name, Firm and Current Telephone Number: Construction Manager (Contact Person) Name. Firm and Current Telephone Number: Description of Project, Scope of Work Performed:

Original Contract amount: Final Contract amount including change orders: Original Scheduled Completion Date:


Page 29 of 31

Time Extensions Granted (number of days): Actual Date of Completion: (b) Project Name: Location:

Owner (Contact Person) Name, Firm and Current Telephone Number: Construction Manager (Contact Person) Name. Firm and Current Telephone Number: Description of Project, Scope of Work Performed:

Original Contract amount:

Final Contract amount including change orders:

Original Schedule Completion Date:

Time Extensions Granted (number of days):

Actual Date of Completion:

(c) Project Name:

Location:

Owner (Contact Person) Name, Firm and Current Telephone Number:

Construction Manager (Contact Person) Name. Firm and Current Telephone Number:

Description of Project, Scope of Work Performed:

Original Contract amount:


Page 30 of 31

Final Contract amount including change orders:

Original Schedule Completion Date:

Time Extensions Granted (number of days):

Actual Date of Completion:


Page 31 of 31

CERTIFICATION

NOTE: Authorized person(s) with authority to execute this Certification shall sign this Certification on behalf of each of the persons or entities that is a constituent member of the Design-Build Entity that is the Applicant Qualifier seeking to be pre-qualified by the District. Make additional copies of this certification page as needed to provide certification for each such person or legal entity.

I, the undersigned Applicant hereby authorize and consent to the District obtaining information from third parties, including but not limited to any individual(s) or individual representative(s) of any firm(s), entity(ies) or organization(s) listed in the Applicant’s Submittal, for the purpose of verifying the information provided by the Applicant or for any other purpose related to the evalutation of Applicant’s qualifications. Applicant recognizes that to ensure the effectiveness of the prequalification process, such individuals must be able to speak frankly and openly. Accordingly, Applicant hereby fully and unconditionally releases and discharges the third party individuals and the firms, entities and organizations they represent, from any claim or liability relating to information provided by it/him/her/them to the District in connection with the processing, investigation and evaluation by District of the Applicant’s Prequalification Submittal. I further certify and declare that I have read all the foregoing answers to this Pre-Qualification Questionnaire and Addenda ____ through ___; that all responses are correct and complete of my own knowledge and belief. I declare under penalty or perjury under the laws of the State of California, that the foregoing is true and correct. (Signature)

(Printed name)

(Place of Execution) (Date)

(Name of the person or entity* on whose behalf this Certificate is signed) *Name of the Design-Build Entity (or the Design-Build Entity Member authorized to represent the Design-Build Entity) on whose behalf this Certificate is being signed and submitted on behalf of the Applicant.

END OF PRE-QUALIFICATION QUESTIONNAIRE

ATTACHMENT NO. 3

PRE-QUALIFICATION SCORING METHOD


Page 2 of 10

TABLE OF CONTENTS

TITLE PAGE …………………………………………………………………………………………………………... TABLE OF CONTENTS ……………………………………………………………………………………………..2 PRE-QUALIFICATION QUESTIONNAIRE: SCORING METHOD …….........................................................3

PRE-QUALIFICATION QUESTIONNAIRE: PART I INFORMATION ...................... ....................................4

PRE-QUALIFICATION QUESTIONNAIRE: PART II ESSENTIAL REQUIREMENTS..................................4

PRE-QUALIFICATION QUESTIONNAIRE: PART III TEAM MEMBER QUESTIONS..................................5

PART III (A) CONTRACTOR.......................................................................................................5

PART III (B) PRINCIPAL ENGINEER(S)……………………………………………………………7

PRE-QUALIFICATION QUESTIONNAIRE: PART IV PROJECT REFERENCES........................................8


Page 3 of 10

SCORING METHOD

The rating of the Applicant Qualifier will be based on the scores for the individual sections of the Pre-Qualification Questionnaire. The Applicant Qualifier must separately pass all three Parts of the Pre-qualification Questionnaire, Which includes: Part II Essential Requirements for the Applicant Qualifier; III Team Member Questions; and IV Project References (scoring of References is optional).

SCORING SUMMARY

Part Questions Min. Score Max. Score Score

I Information N/A N/A N/A

II Essential Requirements 13 Pass/Fail 0

III (A) Contractor Questions 31 140 280

III (B) Principle Engineer 14

IV (A.1) General References 2-3 60 (per) 100

IV (B.1)* Project Specific References 2 50 Pass/Fail



* A failing score on interviews of more than two separate references under Subpart B disqualifies the Applicant Qualifier


Page 4 of 10

PRE-QUALIFICATION QUESTIONNAIRE: PART I

Information About the Design-Build Entity Members This Part seeks information about the make up of the Design-Build Entity that is the Applicant Qualifier. There is no scoring value to this Part. PRE-QUALIFICATION QUESTIONNAIRE: PART II Essential Requirements for the Applicant Qualifier

This Part seeks information about various Design-Build Entity Members, and consists of qualify (“yes”) and don’t qualify (“no”) questions. All questions must be answered correctly or the applicant Qualifier will be disqualified. If the Applicant Qualifier correctly answers each of these questions, its ultimate rating will be dependent upon the scored questions. If the applicant Qualifier is unable to correctly answer each of these questions, it will be disqualified regardless of the results of the scored questions.

PART II Essential Requirements Scoring

Question # Yes No Score 1 0 1 2 0 1 3 0 1 4 0 1 5 0 1 6 1 0 7 1 0 8 1 0 9 1 0 10 0 1 11 0 1 12 0 1 13 0 1

Total Score (Disqualified if score is greater than "0")

*1 point if both checked “No”


Page 5 of 10

PRE-QUALIFICATION QUESTIONNAIRE: PART III TEAM MEMBER QUESTIONS Part III (A) Team Member Questions for the Contractor The maximum possibility score for Part III A is 280. A minimum score of 140 must be attained or the General Contractor will be rated as not qualified which in turn disqualifies the Applicant Qualifier. A score above the minimum is required and will be combined with the scores of the other parts to determine the total score for the Applicant Qualifier. Question # Quantity Min Max Score A-1 5 yrs or less = 3 pts

6 to 7 yrs = 5 pts 8 yrs or more = 10 pts

3 10

A-2 Yes = 0 pts No = 10 pts

0 10


0 10

A-4 0-1 Projects = 10 pts 2 Projects = 3 pts More than 2 Projects = 0 pts

0 10


0 5


0 10


0 5

A-8 0 or 1 Instance = 5 pts 2 instances = 3 pts More than 2 instances = 0 pts

0 5


0 5


0 5

A-11 Yes = -5 pts No = 5 pts

-5 5


-10 5


-10 5


0 10


0 5


0 5


0 5

A-18 At least once a week = 10 pts Every two weeks = 5 pts Less than every two weeks = 0 pts

0 10


Page 6 of 10

Question # (continued)

Quantity Min Max Score

A-19 0 instances = 5 pts Greater than 0 instances = 0 pts

0 5

A-20 0 instances = 10 pts 1-3 instances = 5 pts More than 3 instances = 0 pts

0 10


0 10


0 10


0 5

A-24 0-5 Structures = 3 pts 6-10 Structures = 5 pts 11-20 Structures = 10 pts 20+ Structures = 15 pts

3 15


3 15


3 15


3 15


3 15

A-29 Net Worth Less than $4 mil = 3 pts $4 mil to $12 mil = 5 pts $12 mil to $20 mil = 10 pts Over $20 mil = 15 pts

3 15

Current Ratio

Less than 1.0 = 3 pts 1 to 1.15 = 5pts Over 1.15 = 10pts

3 10

Working Capital

Less than $3 mil = 3 pts $3 mil to $10 mil = 5 pts $10 mil to $15 mil = 10 pts Over $15 mil = 15 pts

3 15

Total Score (Disqualified if less than 140)


Page 7 of 10

Part III (C) Team Member Questions for the Principal Engineer(s)

The maximum possible score for this Part III (C) is 140 for each Principal Engineer. A minimum score of 70 for each Principal Engineer must be attained or the Principal Engineer will be rated as not qualified which in turn disqualifies the Applicant Qualifier. Scores above the minimum will be combined with the scores of the other parts to determine the total score for the Applicant Qualifier.

Part III (C) Scored Questions for the Principal Engineer(s)

Question # Quantity Min Max Score C-1 5 yrs or less = 3 pts

6 to 7 yrs = 5 pts 8 yrs or more = 10 pts

3 10

C-2 Yes = 0 pts No = 10 pts

0 10


0 10

C-4 0 Instances = 5 pts 1-3 instances = 3 pts More than 3 instances = 0 pts

0 5


0 5


0 5


0 10

C-8 Yes = -5 pts No = 10 pts

-5 10


-5 10


-5 10

C-11 0-5 Structures = 3 pts 6-10 Structures = 5 pts 11-20 Structures = 10 pts 20+ Structures = 15 pts

3 15


3 15


3 15


-5 10

Total Score (Disqualified if less than 70)


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PRE-QUALIFICATION QUESTIONNAIRE: PART IV Project References

Instructions for Scoring of Part IV, Subpart A

1. Minimum Number of References . The Design Build Entity must provide at least two references in response to Subpart A.1. Failure to do so shall result in the Applicant Qualifier being disqualified.

2. Reference Interviews. Interviews shall be conducted of two references given in response to Subpart A.1,

in the order they appear in the answer. The highest possible score is 100 Points for each interview that is conducted. A score less than 60 points on any interview conducted disqualifies the Applicant Qualifier. If the score for either of the first two references contacted is between 60 and 90, then the District will conduct an interview of the third reference (if any) provided. The highest two scores achieved for interviews of references provided in response to Subpart A.1 will be included in the calculation of the total score for the Applicant Qualifier. Instructions for Scoring; of Part IV, Subpart B At the District's option either all references, some references, or no references, listed in response to Subpart B will be contacted. If interviews are conducted, then failure to provide a reference for a project for which a reference is requested and for which such reference is available shall be grounds for disqualification of the Applicant Qualifier. If interviews are conducted, then they will be scored as follows: A score less than 50 points on any interview of a reference provided in response to a Question in Subpart B.1 is deemed a ""failing" score. A score less than 60 points on any interview of a reference provided in response to a Question in Subpart B.2 is deemed a ""failing" score. A score less than 70 points on any interview of a reference provided in response to a Question in Subpart B.3 is deemed a ""failing" score. A failing score on interviews of more than two separate references under Subpart B disqualifies the Applicant Qualifier. Any scored points from individual interviews under this Subpart B will not be included (i.e., added or deducted) in the calculation of the total score of the Applicant Qualifier who is not disqualified. Scoring of References Scores for references shall be based on a maximum of 10 points per question as noted below.

List of Questions for Subpart A.1

1. On a scale of 1-10, with 10 being the best, did the General Contractor provide adequate and qualified personnel?

2. On a scale of 1-10 with 10 being the best, did the General Contractor provide adequate construction supervision services?

3. On a scale of 1-10 with 10 being the best, was the General Contractor timely in providing reports and other paperwork?

4. On a scale of 1-10 with 10 being the best, did the General Contractor adhere to the project schedule that your agency or business approved?


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5. On a scale of 1-10 with 10 being the best, rate the General Contractor on how well it integrated changes to the work in performance of its obligations.

6. On a scale of 1-10 with 10 being the best, rate the General Contractor on whether, given the nature of the project, claims not due to defects in the design were mitigated or readily resolved.

7. On a scale of 1-10 with 10 being the best, was the General Contractor appropriately cooperative with the owner and other project participants?

8. On a scale of 1-10 with 10 being the best, did the General Contractor comply with all occupational safety and health and other labor laws?

9. On a scale of 1-10 with 10 being the best, rate how the General Contractor performed in the area of project close-out (such as, inspections, punch lists, and other close out documentation and administration.)

10. On a scale of 1-10 with 10 being the best, rate the quality of the General Contractor’s performance on the Project overall.

List of Questions for Subpart B.1

1. On a scale of 1-10, with 10 being the best, did the General Contractor and the Architect of Record provide adequate and qualified personnel?

2. On a scale of 1-10 with 10 being the best, did the General Contractor and Architect of Record provide adequate construction supervision and design management services?

3. On a scale of 1-10 with 10 being the best, was the General Contractor and Architect of Record timely in providing reports and other paperwork?

4. On a scale of 1-10 with 10 being the best, did the General Contractor and Architect of Record adhere to the project schedule that your agency or business approved?

5. On a scale of 1-10 with 10 being the best, rate the General Contractor and Architect of Record on how well it integrated changes to the work in performance of its obligations.

6. On a scale of 1-10 with 10 being the best, was the General Contractor and Architect of Record appropriately cooperative with the owner and other project participants?

7. On a scale of 1-10 with 10 being the best, rate how the General Contractor and Architect of Record performed in the area of project close-out (such as, inspections, punch lists, and other close out documentation and administration.)

8. On a scale of 1-10 with 10 being the best, rate the quality of the General Contractor’s and Architect of Record’s performance on the Project overall.


1. On a scale of 1-10, with 10 being the best, did the General Contractor provide adequate and qualified personnel?

2. On a scale of 1-10 with 10 being the best, did the General Contractor provide adequate construction supervision services?

3. On a scale of 1-10 with 10 being the best, was the General Contractor timely in providing reports and other paperwork?

4. On a scale of 1-10 with 10 being the best, did the General Contractor adhere to the project schedule that your agency or business approved?


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5. On a scale of 1-10 with 10 being the best, rate the General Contractor on how well it integrated changes to the work in performance of its obligations.

6. On a scale of 1-10 with 10 being the best, rate the General Contractor on whether, given the nature of the project, claims not due to defects in the design were mitigated or readily resolved.

7. On a scale of 1-10 with 10 being the best, was the General Contractor appropriately cooperative with the owner and other project participants?

8. On a scale of 1-10 with 10 being the best, did the General Contractor comply with all occupational safety and health and other labor laws?

9. On a scale of 1-10 with 10 being the best, rate how the General Contractor performed in the area of project close-out (such as, inspections, punch lists, and other close out documentation and administration.)

10. On a scale of 1-10 with 10 being the best, rate the quality of the General Contractor’s performance on the Project overall.


1. On a scale of 1-10, with 10 being the best, did the Architect of Record provide adequate and qualified personnel?

2. On a scale of 1-10 with 10 being the best, did the Architect of Record provide adequate design management services?

3. On a scale of 1-10 with 10 being the best, was the Architect of Record timely in providing reports and other paperwork?

4. On a scale of 1-10 with 10 being the best, did the Architect of Record adhere to the project schedule that your agency or business approved?

5. On a scale of 1-10 with 10 being the best, rate the Architect of Record on how well it integrated changes to the work in performance of its obligations.

6. On a scale of 1-10 with 10 being the least amount of deficiencies, rate the Architect of Record on whether, given the nature of the project, there were an unusually high number of design deficiencies that resulted in claims or difficulty in resolution.

7. On a scale of 1-10 with 10 being the best, rate the Architect of Record with respect to effectiveness and overall facilitation and communication in the shared governance processes.

8. On a scale of 1-10 with 10 being the best, was the Architect of Record appropriately cooperative with the owner and other project participants?

9. On a scale of 1-10 with 10 being the best, rate the Architect of Record’s performance in respect to timely and thorough review and approval of submittals, and responses to RFIs issued by the contractor on the project.

10. On a scale of 1-10 with 10 being the best, rate the quality of the plans and specifications prepared by the architect in terms of facilitating an expedited agency review and approval process during plan check and minimizing Requests for Information during construction.

11. On a scale of 1-10 with 10 being the best, rate how the Architect of Record performed in the area of project close-out (such as, inspections, punch lists, and other close out documentation and administration.)

12. On a scale of 1-10 with 10 being the best, rate the quality of the Architect of Record’s performance on the Project overall.