HomeMy WebLinkAboutAgreement A-21-521 with ACCO.pdf1
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AGREEMENT
THIS AGREEMENT FOR JOB ORDER CONTRACTING (“Agreement”) is made and entered
into this _____ day of _____, 2021 (“Effective Date”), by and between the County of Fresno, a political
subdivision of the State of California ("COUNTY"), and ACCO Engineered Systems, Inc, a California
Corporation, whose address is 888 E. Walnut St., Pasadena, CA 91101(“CONTRACTOR”). COUNTY
and CONTRACTOR may be referred to as a “Party” or collectively as “Parties” in this Agreement.
WITNESSETH
WHEREAS, Public Contract Code section 20128.5 authorizes a board of supervisors to award
annual contracts for repair, remodeling, or other repetitive work to be done according to unit prices, to
the lowest responsible bidder, based on plans and specifications for typical work;
WHEREAS, COUNTY has a need for mechanical repair, remodeling, or other repetitive services
to be performed pursuant to an annual contract;
WHEREAS, CONTRACTOR is qualified and willing to perform said services; and
WHEREAS, COUNTY desires to engage CONTRACTOR to perform mechanical repair,
remodeling, or repetitive work according to unit prices on an annual basis pursuant to the terms of this
Agreement.
NOW, THEREFORE, in consideration of their mutual covenants and conditions, the Parties
agree as follows:
SECTION 1. DEFINITIONS
A.COUNTY - The County of Fresno, State of California, as represented by the Fresno County
Board of Supervisors.
B.Director - The Director of Department of Internal Services, County of Fresno, acting either
directly or through properly authorized agents, such agents acting within the scope of the
particular duties entrusted to them, which ever department issues the Notice to Proceed to
CONTRACTOR.
Agreement No. 21-521
14th Dec.
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C. Architect or Engineer - The Director of Department of Internal Services and his/her
authorized agents as defined in Section 1.03(b), which may include a duly licensed Architect
or Engineer providing consultant services in accordance with an agreement with the County.
D. Contractor - When used in the General Conditions refer to: person, persons, entity, co-
partnership: or corporation so named in Agreement; when used in the body of the Contract
Documents, refers to CONTRACTOR for that specific work, whether it be the General
Contractor, Sub-Contractor, or other Contractor.
E. Sub-Contractor -Person, persons, entity, co-partnership or corporation having direct
contract with Contractor.
F. Adjustment Factor - CONTRACTOR’s competitively bid price adjustment to the Unit Prices
published in the Construction Task Catalog®.
G. Construction Task Catalog® (CTC) - A comprehensive listing of specific construction
related tasks identified by COUNTY, together with a specified unit of measurement and Unit
Price.
H. Agreement Documents - All Job Orders issued under the Agreement; all amendments,
modifications, or revisions to the Agreement; surety bonds; certificates of insurance; County
notification to CONTRACTOR that Work is needed; County Requests for Job Order
Proposals; and any design drawings provided by COUNTY with the Job Orders.
I. Final Completion of the Job Order - The last date on which all of the following events have
occurred: COUNTY has determined that all Punch List Work and any other remaining Work
have been completed in accordance with the Agreement Documents; final inspections have
been completed, and all operations systems and equipment testing have been completed;
the issuance of final occupancy certifications (if any); all deliverables have been provided to
COUNTY, and all contractual requirements for final payment have been completed.
J. Job Order Contract (JOC) - This Agreement, which is a competitively bid, firm fixed-price,
indefinite-quantity contract for accomplishing construction and construction-related services.
Work is accomplished through the issuance of individual Job Orders. Each Job Order issued
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under the Agreement shall be a firm fixed priced for accomplishing a specific construction
task or Project.
K. Key Personnel - Those job titles, and the persons assigned to the following positions or their
equivalents: Senior Project Manager, Project Manager, Estimator, Scheduler, and
Superintendent.
L. Non Pre-priced (NPP) Tasks - The units of Work that are not included in the Construction
Task Catalog®, but are required by the Detailed Scope of Work.
M. Normal Working Hours - Between the hours of 7:00 AM to 5:00 PM, Monday through
Friday, inclusive. Saturdays, Sundays, and County holidays are excluded.
N. Notice of Completion - A form issued by COUNTY indicating that the Work is complete, and
fixing the date of completion. The form is signed by COUNTY, and filed with the County
Recorder. COUNTY, at its sole discretion, may elect not to issue a Notice of Completion on
any individual Job Order.
O. Notice to Proceed - Written authorization from COUNTY for CONTRACTOR to commence a
Job Order.
P. Other than Normal Working Hours - Work done between the hours of 5:00 PM to 7:00 AM,
on weekdays, and any times during Saturday, Sunday, and County holidays.
Q. Plans - The drawings, sketches, illustrations, specifications, or other pertinent information
included on or attached to the Job Order.
R. Pre-priced Task – An item of work included in the Construction Task Catalog® for which a
unit price is given.
S. Project - Collectively, the improvements to be constructed by CONTRACTOR pursuant to
one or more Job Orders.
T. Job Order Price Proposal – A price proposal prepared by CONTRACTOR that includes the
Pre-priced Tasks, Non Pre-priced Tasks, quantities, and appropriate Adjustment Factors
required to complete the Detailed Scope of Work.
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U. Job Order Proposal - CONTRACTOR’s irrevocable offer to perform Work associated with a
Job Order, which refers to a CONTRACTOR-prepared document quoting a firm fixed Job
Order Price and schedule for the completion of a specific Detailed Scope of Work.
CONTRACTOR’s Job Order Proposal must be on forms provided by COUNTY, and in an
electronic version compatible with COUNTY’s systems. The Job Order Proposal may also
contain approved drawings, work schedule, permits, or other such documentation as
COUNTY might require for a specific Job Order.
V. Job Order Price – The value of the approved Job Order Price Proposal and the lump sum
amount a Contractor will be paid for completing a Job Order.
W. Job Order Completion Time – The time within which CONTRACTOR must complete the
Detailed Scope of Work.
X. Joint Scope Meeting – A site meeting to discuss the work before the Detailed Scope of
Work is finalized.
Y. Punch List Work - A compilation of minor items that have not been completed in accordance
with an individual Job Order and the Agreement Documents. Whether an item is Punch List
Work or necessary for completion shall be determined in the sole discretion of COUNTY.
Z. Request for Job Order Proposal (RFJOP) - COUNTY’s written request to CONTRACTOR
for a Job Order Proposal for the Detailed Scope of Work referenced in a specific Job Order.
AA. Detailed Scope of Work - The complete description of services to be provided by
CONTRACTOR under an individual Job Order.
BB. Job Order - The documents that indicate the Work to be accomplished under this
Agreement. COUNTY will be responsible for the development of the Job Order, as well as
the inspection and acceptance of the Work contained within the Job Order. COUNTY will
review CONTRACTOR’s Proposal, and if acceptable, shall issue a Job Order for the Work
described therein. Each Job Order shall include a Detailed Scope of Work, a lump sum, firm
fixed Job Order Price Proposal from CONTRACTOR based upon the Construction Task
Catalog® or NPP Task formula in Section (b) of Attachment A, whichever is applicable, time
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for completion of the Work, and any special conditions that might apply to that specific Job
Order, such as Liquidated Damages. COUNTY also reserves the right to issue a Job Order to
the Contractor for a Job Order Price Proposal that is generated by COUNTY, which in the
opinion of COUNTY, best represents the Detailed Scope of Work (DSOW) for such project.
CC. Unit Price - The price published in the Construction Task Catalog® for a specific
construction or construction-related task. The Unit Prices are fixed for the duration of the
Agreement. Each Unit Price is comprised of the labor, equipment, and materials costs to
accomplish that specific task.
DD. Work - CONTRACTOR’s furnishing of all labor, materials, equipment, and other incidentals
necessary or convenient to the completion of an individual Job Order.
EE. Technical Specifications - The written requirements for materials, equipment, systems,
standards, and workmanship for the work, and performance of related services.
SECTION 2. OBLIGATIONS OF THE COUNTY
A. The Work to be performed pursuant to this Agreement includes a comprehensive listing of
detailed repair, remodeling, and other repetitive tasks and specifications that have pre-
established units of measure and unit prices listed in The Gordian Group, Inc.’s proprietary
Construction Task Catalog®. The Work performed under this Agreement shall be carried out
pursuant to individual tasks or job orders, and shall involve repair, remodeling, or other
repetitive work for public buildings, streets, utilities, and other public works (“Job Order(s)”).
B. The obligations of all Parties shall be as set forth in this Agreement, and detailed in the
Scope of Work, attached as Attachment A, and incorporated by this reference.
C. COUNTY shall identify projects, as well as COUNTY’s intended results for each project, and
may, at COUNTY’s discretion, work with CONTRACTOR to develop a scope and
specifications.
D. COUNTY shall issue a Notice to Proceed for each Job Order, and shall issue any required
subsequent Job Orders for each project.
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E. COUNTY shall provide inspection and written acceptance of the Work.
F. COUNTY shall provide a County representative (“County Representative”) to represent
COUNTY, who will work with CONTRACTOR to carry out CONTRACTOR’s obligations
under this Agreement. The County Representative will be COUNTY’s Facilities Division
Manager, and/or his or her designees. CONTRACTOR shall provide a contact person to the
County Representative upon execution of this Agreement, and is responsible for informing
COUNTY as changes in personnel occur.
SECTION 3. OBLIGATIONS OF CONTRACTOR
A. CONTRACTOR shall comply with all applicable Federal, State, County, and City regulations
regarding wages, hours, and working conditions.
B. CONTRACTOR agrees to furnish all labor and materials, including tools, implements, and
appliances required, and to perform all the Work in a good and workmanlike manner, free
from any and all liens and claims of mechanics, material-men, subcontractors, artisans,
machinists, teamsters, day-men, and laborers required for completing specific Job Orders,
as directed by COUNTY.
C. CONTRACTOR shall bind every subcontractor to the terms of this Agreement to carry out its
provisions insofar as applicable to their work, and CONTRACTOR further agrees to pay to
each subcontractor his/her or their due portion promptly upon issuance of certificate of
payment.
1. Neither the acceptance of the name of a subcontractor, the suggestion of such
name, any other act of the COUNTY, nor anything contained in the Agreement, shall
be construed as creating any contractual relationship between COUNTY and any
subcontractor.
2. COUNTY reserves the right to reject any proposed subcontractor, installer, or
supplier who cannot show satisfactory evidence of meeting the qualifications
required by this Agreement. In the event of such rejection, CONTRACTOR shall,
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within the time frame listed for submittal of revised Proposals, submit the name and
qualifications of a replacement subcontractor, installer, or supplier satisfactory to
COUNTY. Such replacement submittal shall be in accordance with this Agreement.
No adjustment of a Job Order price proposal shall be made in the event of such
replacement.
3. This Agreement is subject to nondiscrimination requirements, including, but not
limited to, compliance by CONTRACTOR and its subcontractors with the provisions
of Government Code section 12940.
4. When an individual Job Order utilizes Federal Funds, and CONTRACTOR elects to
require Disadvantaged Business Enterprise (DBE) participation, CONTRACTOR
shall follow the Federal Good Faith Effort requirements for inclusion of DBE
Subcontractors and suppliers.
D. In accordance with Labor Code section 1770, et seq., the Director of the Department of
Industrial Relations of the State of California has determined the general prevailing wage
rates and employer payments for health and welfare, pension, vacation, travel time and
subsistence pay as provided for in Section 1773.1, apprenticeship or other training
programs authorized by Section 3093, and similar purposes applicable to the work to be
done.
Information pertaining to applicable Prevailing Wage Rates may be found on the website
for the State of California – Department of Industrial Relations:
http://www.dir.ca.gov/oprl/PWD/index.htm.
Information pertaining to applicable prevailing wage rates for apprentices may be found
on the website for the State of California – Department of Industrial Relations:
http://www.dir.ca.gov/oprl/pwappwage/PWAppWageStart.asp.
It shall be mandatory upon CONTRACTOR and upon any subcontractor to pay not less
than the prevailing wage rates, including overtime and holiday rates, to all workers, laborers,
or mechanics employed on this public work project, including those workers employed as
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apprentices. Further, CONTRACTOR and each subcontractor shall comply with Labor Code
sections 1777.5 and 1777.6 concerning the employment of apprentices. A copy of the
above-mentioned prevailing wage rates shall be posted by CONTRACTOR at the job site
where it will be available to any interested party.
CONTRACTOR shall comply with Labor Code section 1775, and shall forfeit as a
penalty to COUNTY Two Hundred Dollars ($200.00) for each calendar day or portions
thereof, for each worker paid less than the prevailing wage rates for the work or craft in
which the worker is employed for any work done under this project by CONTRACTOR or by
any subcontractor under CONTRACTOR in violation of Labor Code section 1770, et seq. In
addition to the penalty, the difference between the prevailing wage rates and amount paid to
each worker for each calendar day or portion thereof for which each worker was paid less
than the prevailing wage rate shall be paid to each worker by CONTRACTOR or
subcontractor.
CONTRACTOR and each of its subcontractors shall keep a log 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 connection with this public
work project. In accordance with Labor Code section 1776, each payroll record shall be
certified and verified by a written declaration under penalty of perjury stating that the
information within the payroll record is true and correct, and that CONTRACTOR or
subcontractor has complied with the requirements of Labor Code sections 1771, 1811 and
1815 for any work performed by its employees on this public work project. These records
shall be open at all reasonable hours to inspection by COUNTY, its officers, and agents, and
to the representatives of the State of California – Department of Industrial Relations,
including but not limited to the Division of Labor Standards Enforcement.
E. CONTRACTOR shall use The Gordian Group, Inc.’s Job Order Contracting System for its
JOC program. The Gordian Group, Inc.’s Job Order Contracting System includes proprietary
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JOC applications that shall be used by Contractor to prepare and submit JOC proposals,
subcontractor lists, and other requirements as specified by COUNTY. CONTRACTOR shall
be assessed a contractor license fee by The Gordian Group, Inc. of one percent (1%) of the
value of construction of each project awarded by COUNTY (“Contractor License Fee”). Such
Contractor License Fee shall be billable by The Gordian Group, Inc., and is payable to The
Gordian Group, Inc.
F. SUPERVISION PROCEDURES
1. CONTRACTOR shall give efficient supervision to the Work, using skill and diligence
for which CONTRACTOR is compensated in the Agreement Adjustment Factors.
CONTRACTOR shall carefully inspect the site, and study and compare all
Agreement Documents and other instructions, as ignorance of any phase of any of
the features or conditions affecting the Agreement shall not excuse CONTRACTOR
from carrying out its provisions to its full intent.
2. CONTRACTOR shall employ a competent superintendent and necessary assistants
who shall attend the project site during the progress of the Work. The superintendent
shall represent CONTRACTOR, and all communications given to the superintendent
shall be as binding as if given to CONTRACTOR. CONTRACTOR shall identify in
writing the name and experience of the Superintendent for County review.
CONTRACTOR’s superintendent shall not manage more than four (4) projects that
are in construction at any one time.
3. CONTRACTOR shall be responsible to COUNTY for the acts and omissions of
his/her employees, subcontractors and their agents and employees, and other
persons performing any of the Work under a contract with CONTRACTOR.
4. CONTRACTOR shall at all times enforce strict discipline and good order among
CONTRACTOR’s employees and agents, and shall not employ on the Work any unfit
person or anyone not skilled in that person’s task.
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5. CONTRACTOR shall not be relieved from CONTRACTOR’s obligations to perform
the Work in accordance with the Agreement Documents, either by the activities or
duties of the Director in his/her administration of the Agreement, or by inspections,
tests or approvals required or performed by persons other than CONTRACTOR.
G. CONSTRUCTION PROCEDURES
1. Means and Methods - CONTRACTOR shall be solely responsible for, and control of
construction means, methods, techniques, sequences, and procedures for all the
Work of this Agreement. Additionally, CONTRACTOR shall be responsible for safety
precautions and programs in connection with the Work. CONTRACTOR shall be
accountable for all acts of omissions of his/her employees, subcontractors, or any of
their agents and employees, or any other persons performing any of the Work of this
Agreement.
2. Progress Schedule - CONTRACTOR, immediately after being awarded a Job Order,
shall update the schedule submitted as part of the Proposal, and submit for
COUNTY’s information an estimated progress schedule.
3. Laws of City, County and State - CONTRACTOR must comply with all rules,
regulations, and ordinances of the City and County in which the work is being done,
and all Local, State, and Federal laws pertaining to the work.
4. Safeguards -CONTRACTOR shall provide, in conformity with all state and local laws,
codes, and ordinances, and as may be required, such temporary walls, fences,
guard-rails, barricades, lights, danger signs, and enclosures, and shall maintain such
safeguards until all Work is completed.
5. When COUNTY furnishes equipment or materials to CONTRACTOR for use or
inclusion in the Work, CONTRACTOR’s responsibility for all such equipment and
materials shall be the same as for materials furnished by CONTRACTOR.
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6. Housekeeping - CONTRACTOR shall keep the premises free of excess accumulated
debris, and clean up as required, and as directed by the Engineer. At completion of
Work, all debris shall be removed from the site.
7. CONTRACTOR's Right to Stop Work or Terminate Agreement – If, through no fault
of CONTRACTOR or of anyone employed by CONTRACTOR (1) the Work is
stopped by order of any court or governmental authority, or (2) COUNTY fails to
issue any certificate for payment within forty-five days after it is due, or (3) COUNTY
fails to pay CONTRACTOR within forty-five days after its presentation, any sum
certified by COUNTY, then CONTRACTOR may, upon ten days' written notice to
COUNTY, stop Work or terminate the Agreement.
8. Hazardous Substances - With the invoice, or within twenty-five (25) days of delivery,
CONTRACTOR must provide to COUNTY a Material Safety Data Sheet for any
product used by CONTRACTOR, which contains any substance on “The List of 800
Hazardous Substances”, published by the State Director of Industrial Relations. (See
Hazardous Substances Information and Training Act, California State Labor Code
Sections 6360 through 6399.7)
9. Recycled Products/Materials – CONTRACTOR is encouraged to provide recycled or
recyclable products/materials which meet stated specifications per Job Order.
H. Confidentiality - All services performed by CONTRACTOR shall be in strict conformance
with all applicable Federal, State of California, and/or local laws and regulations relating to
confidentiality, including but not limited to, California Civil Code, California Welfare and
Institutions Code, California Health and Safety Code, California Code of Regulations, and
the Code of Federal Regulations.
CONTRACTOR shall submit to County’s monitoring of said compliance.
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CONTRACTOR may be a business associate of County, as that term is defined in the
“Privacy Rule” enacted by the Health Insurance Portability and Accountability Act of 1996
(HIPAA). As a HIPAA Business Associate, CONTRACTOR may use or disclose protected
health information (“PHI”) to perform functions, activities or services for or on behalf of
County as specified by COUNTY, provided that such use or disclosure shall not violate
HIPAA and its implementing regulations. The uses and disclosures if PHI may not be more
expansive than those applicable to County, as the “Covered Entity” under HIPAA’s Privacy
Rule, except as authorized for management, administrative, or legal responsibilities of the
Business Associate.
CONTRACTOR shall not use or further disclose PHI other than as permitted or required by
COUNTY, or as required by law without written notice to COUNTY.
CONTRACTOR shall ensure that any agent, including any subcontractor, to which
CONTRACTOR provides PHI received from, or created or received by the CONTRACTOR
on behalf of County, shall comply with the same restrictions and conditions with respect to
such information.
I. Patent Indemnity - CONTRACTOR shall hold COUNTY, its officers, agents, and
employees, harmless from liability of any nature or kind, including costs and expenses
(including attorney’s fees and costs), for infringement or use of any copyrighted or
uncopyrighted composition, secret process, patented or unpatented invention, article or
appliance furnished or used in connection with this Agreement.
J. Data Security – CONTRACTOR shall employ adequate controls and data security
measures, both internally and externally, to ensure and protect the confidential information
and/or data provided to CONTRACTOR by COUNTY, preventing the potential loss,
misappropriation, or inadvertent access, viewing, use or disclosure of COUNTY data,
including sensitive or personal client information; abuse of COUNTY resources; and/or
disruption to COUNTY operations.
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Individuals and/or agencies may not connect to or use COUNTY networks/systems via
personally owned mobile, wireless, or handheld devices unless authorized by COUNTY for
telecommuting purposes and provide a secure connection; up-to-date virus protection and
mobile devices must have the remote wipe feature enabled. Computers or computer
peripherals including mobile storage devices may not be used (COUNTY or CONTRACTOR
device) or brought in for use into COUNTY’s system(s) without prior authorization from
COUNTY’s Chief Information Officer and/or designee(s).
No storage of COUNTY’s private, confidential, or sensitive data on any hard-disk drive,
portable storage device or remote storage installation, unless encrypted according to
advance encryption standards (AES of 128 bit or higher).
COUNTY will immediately be notified of any violations, breaches, or potential breaches of
security related to COUNTY’s confidential information, data, and/or data processing
equipment which stores or processes COUNTY data, internally or externally.
COUNTY shall provide oversight to CONTRACTOR’s response to all incidents arising from
a possible breach of security related to COUNTY’s confidential client information.
CONTRACTOR shall issue any notification to affected individuals as required by law, or as
deemed necessary by COUNTY, in its sole discretion. CONTRACTOR will be responsible
for all costs incurred as a result of providing the required notification.
K. CONTRACTOR warrants on behalf of itself and all subcontractors engaged for the
performance of this Agreement that only persons authorized to work in the United States
pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall
be employed in the performance of the Work.
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SECTION 4. TERM
The term of this Agreement is from December 14, 2021 through December 13, 2022, or when all issued
Job Orders totaling the Maximum Agreement Value, as defined in Section 5, herein, have been
completed, whichever occurs first. All Job Orders must be issued, but not necessarily completed, within
one (1) calendar year of the Effective Date of this Agreement. All Job Orders for which a Notice to
Proceed is issued by COUNTY during the term of this Agreement shall be valid and in effect,
notwithstanding that the Detailed Scope of Work may be performed, payments may be made, and the
guarantee period may continue, after the Agreement term has expired. All terms and conditions of the
Agreement apply to each Job Order.
SECTION 5. COMPENSATION
COUNTY agrees to pay CONTRACTOR, and CONTRACTOR agrees to receive compensation
for each Job Order in accordance with CONTRACTOR’s Adjustment Factors stated on the Bid
Schedule set forth in CONTRACTOR’S Response to the RFQ, which are as follows:
General Facilities
Normal Working Hours Adjustment Factor
1.0700
General Facilities
Other than Normal Working Hours Adjustment Factor
1.1379
Secured Facilities
Normal Working Hours Adjustment Factor
1.1381
Secured Facilities
Other than Normal Working Hours Adjustment Factor
1.3610
The total compensation paid for all Job Orders (“Maximum Agreement Value”) performed by
CONTRACTOR shall not exceed two million dollars ($2,000,000). There is no Minimum Contract Value.
Any increase in the Maximum Agreement Value shall only be by amendment to this Agreement,
pursuant to Section 41.
At no time shall the total sum of the outstanding Job Orders exceed the amount of
CONTRACTOR’S Payment Bond and Performance Bond. A Job Order is outstanding until COUNTY
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has accepted the Work described in the Job Order by execution of a written notice of completion.
CONTRACTOR shall not be issued Job Orders with compensation amounts that in total exceed the
Maximum Agreement Value. COUNTY makes no guarantee that CONTRACTOR will receive Job
Orders totaling the Maximum Agreement Value. CONTRACTOR shall submit monthly invoices per Job
Order, as described in Section 6, below.
In no event shall compensation paid for services performed under this Agreement exceed the
Maximum Agreement Value during the term of this Agreement. All expenses incidental to
CONTRACTOR'S performance of services under this Agreement shall be borne by CONTRACTOR.
SECTION 6. INVOICING / PAYMENTS
Payments shall be made for inspected and approved Work only. If an individual Job Order
requires 45 days or less for completion, COUNTY will normally make one payment to CONTRACTOR
after the Notice of Completion, if required by COUNTY, and retention shall be paid after final
acceptance of all Work contained under the Job Order and all Agreement requirements for final
payment have been satisfied. For Job Orders requiring greater than 45 days performance period,
COUNTY shall consider a request for partial payments to CONTRACTOR, which shall not occur more
often than monthly.
COUNTY will make progress payments to CONTRACTOR upon completion of portions of the
Work, as covered by the Agreement, in accordance with established County procedures:
1. Before payment is made, CONTRACTOR shall prepare for the Director's approval a
statement covering the actual Work completed under the terms of the Job Order. A
schedule of values listed by “CSI” or “Category” from CONTRACTOR’s Job Order Price
Proposal may be utilized for this schedule of values.
2. In making such payment, there shall be a retention of 5% of the payment requested. If,
after 50% of the Work of the Job Order has been completed, the Director finds that
satisfactory progress is being made, the Director may reduce the retention to 2½% of the
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amount requested. In addition, after 97.5% of the Work has been completed, the
Director may reduce the amount withheld to such lesser amount as the Director
determines to be adequate security for the fulfillment of the balance of the Work, and
other requirements of this Agreement. In no event shall this amount be reduced to less
than 125% percent of the estimated value of the Work yet to be completed, as
determined by the Director. Such reduction shall only be made upon the written request
of CONTRACTOR, and shall be approved in writing by the surety upon the Performance
Bond and the surety upon the Payment Bond. The signature of persons executing the
approval for the surety shall be properly acknowledged, and the power of attorney
authorizing those persons to give such consent must accompany the approval
document.
a. Substitution of securities for any moneys withheld by COUNTY to ensure
performance under this Agreement shall be permitted, provided that
substitution of securities provisions shall not apply to contracts in which there
will be financing provided by the Farmers Home Administration of the United
Stated Department of Agriculture pursuant to the Consolidated Farm and
Rural Development Act (7 U.S.C. Sec. 1921 et seq.), and where federal
regulations or policies, or both, do not allow the substitution of securities.
b. At the request and expense of CONTRACTOR, and in compliance with Public
Contract Code Section 22300, securities equivalent to the amount withheld
pursuant to these specifications shall be deposited by CONTRACTOR with
COUNTY, or with a state or federally chartered bank as the escrow agent,
who shall then pay such withheld amounts to CONTRACTOR upon written
authorization of COUNTY.
c. Securities eligible for investment under this section shall include those listed
in Section 16430 of the Government Code, bank or savings and loans
certificates of deposit, interest bearing demand deposit accounts, standby
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letters of credit, or any other security mutually agreed to by CONTRACTOR
and COUNTY.
d. Securities to be placed in escrow shall be of a value at least equivalent to the
amounts of retention to be paid to CONTRACTOR.
e. CONTRACTOR shall be beneficial owner of any securities substituted for
moneys withheld and shall receive any interest thereon.
f. CONTRACTOR shall enter into an escrow agreement satisfactory to
COUNTY, which agreement shall substantially comply with Public Contract
Code Section 22300.
g. CONTRACTOR shall obtain the written consent of the surety to such escrow
agreement.
3. All material and Work covered by progress payments made shall thereupon become the
sole property of COUNTY, but this provision shall not be construed as relieving
CONTRACTOR from the sole responsibility for all materials and work upon which
payments have been made or the restoration of any damaged Work, or as a waiver of
the right of COUNTY to require the fulfillment of all of the terms of the Agreement,
4. Upon completion and acceptance of all Work whatsoever required, and the release of all
claims against COUNTY as specified, the Director shall file a written Notice of
Completion, if required by COUNTY, with COUNTY Recorder as to the entire amount of
Work performed.
5. Forty-five (45) days after the filing of such Notice of Completion, if required by COUNTY,
COUNTY shall pay to CONTRACTOR the amount therein stated, except as provided in
paragraph 2.11(g), less all prior payment and advances whatsoever to or for the account
of CONTRACTOR, and less material and labor claims duly filed with COUNTY on
account of this Agreement. All prior estimates and payments, including those relating to
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extra work, shall be subject to correction by this final payment, which is referred to
throughout this Agreement as the Final Payment.
6. The acceptance by CONTRACTOR of the Final Payment shall be, and shall operate as
a release to COUNTY of all claims and of all liability to CONTRACTOR for all things
done or furnished in connection with this Work, and for every act and neglect of
COUNTY and others relating to or arising out of this Work, excepting CONTRACTOR's
claims for interest upon final payment, if this payment be improperly delayed. No
payments, however, final, or otherwise, shall operate to release CONTRACTOR or
his/her sureties from any obligations under this Agreement or the Performance and
Payment Bonds.
7. Payments may be withheld in the whole or in part, if deemed necessary to protect
COUNTY from loss on account of the failure of CONTRACTOR to (1) meet
CONTRACTOR’s obligations, (2) expedite the Work, (3) correct rejected Work, (4) settle
damages as herein provided, (5) produce substantial evidence that no claims will be or
have been filed, or (6) that unpaid balances may be insufficient to complete the Work.
8. CONTRACTOR shall pay:
a. For all transportation and utility services not later than the 20th day of the
calendar month following that in which such services are rendered.
b. For all materials, tools, and other expendable equipment to the extent of 90%
of the cost thereof, not later than the 20th day of the calendar month following
that in which such materials, tools, and equipment are delivered at the site of
the project, and the balance of the cost thereof not later than the 30th day
following the completion of that part of the Work in or on which such
materials, tools, and equipment are incorporated or used.
c. To each of CONTRACTOR’s Sub-Contractors, not later than the tenth day
following each payment to CONTRACTOR, the respective amounts allowed
CONTRACTOR on account of the Work performed by CONTRACTOR’s Sub-
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Contractors, including that Work performed and paid for under a Change to
the Job Order as provided in Section 2.12, to the extent of each Sub-
Contractor's interest therein.
CONTRACTOR shall submit invoices on the first day of the month in accordance with the rates
and charges agreed upon by that CONTRACTOR for the services provided to COUNTY during the
previous monthly billing period. Each invoice shall reference this Agreement number, the FAMIS work
order number, the date and name of the facility where the services were performed, and a clear
itemization of services performed, and shall be emailed to isdap-ar@fresnocountyca.gov or mailed to
COUNTY of Fresno, ISD, ATTN: Business Office (A/P Division), 333 W. Pontiac Way, Clovis, CA
93612. COUNTY shall make payment to CONTRACTOR no later than forty-five (45) days after receipt
and approval of each invoice, which shall be given upon verification of satisfactory performance.
SECTION 7. INDEPENDENT CONTRACTOR
In performance of the work, duties, and obligations assumed by CONTRACTOR under this
Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
CONTRACTOR’s officers, agents, subcontractors, and employees, shall at all times be acting and
performing as independent contractors, and shall act in an independent capacity and not as an officer,
agent, servant, employee, joint venturer, partner, or associate of COUNTY.
Furthermore, COUNTY shall have no right to control or supervise or direct the manner or
method by which CONTRACTOR performs its work and functions. However, CONTRACTOR’S
methods must be compatible with COUNTY's standards, and must result in satisfactory and timely
completion of the work assigned, and the quality and quantity of work produced must be acceptable to
COUNTY. COUNTY retains the right to verify that CONTRACTOR is performing its obligations in
accordance with this Agreement’s terms and conditions. CONTRACTOR and COUNTY shall comply
with all applicable provisions of law and the rules and regulations, if any, of governmental authorities
having jurisdiction over matters covered by this Agreement.
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Because of its status as an independent contractor, CONTRACTOR shall have absolutely no
right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be
solely liable and responsible for providing to, or on behalf of, their employees all legally required
employee benefits. In addition, CONTRACTOR shall be solely responsible, and shall hold COUNTY
harmless from all matters relating to payment of CONTRACTORS' employees, including compliance
with Social Security withholding, and all other regulations governing such matters. It is acknowledged
that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated
to COUNTY or to this Agreement.
SECTION 8. SUB-CONTRACTORS
1. Agreements - Agreements between CONTRACTOR, Sub-Contractors, and Sub-Contractors of
lower tier shall be subject to the approval of COUNTY, but in no case does such approval
relieve CONTRACTOR of any conditions imposed by the Agreement Documents.
Subcontractors may be added, deleted, or substituted only in accordance with the provisions of
Public Contract Code Section 4100 et seq.
2. Relation with Sub-Contractor - CONTRACTOR shall bind every Sub-Contractor, and every
Sub-Contractor agrees to be bound by the terms of the Agreement Documents to carry out their
provisions insofar as applicable to their Work; and CONTRACTOR further agrees to pay to each
Sub-Contractor promptly upon issuance of Certificate of Payment, that Sub-Contractor’s due
portion.
3. County's Relation - Neither the acceptance of the name of Sub-Contractor, nor the suggestion
of such name, nor any other act of COUNTY, nor anything contained in any Agreement
Document is to be construed as creating any contractual relation between COUNTY and any
Sub-Contractor of any tier.
4. If CONTRACTOR conducts or participates in bid shopping or bid peddling after the award of this
Agreement, CONTRACTOR shall not receive any additional Job Orders under this Agreement,
and such conduct shall be grounds for immediate termination of this Agreement.
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5. COUNTY reserves the right to reject any proposed subcontractor, installer, or supplier who
cannot show satisfactory evidence of meeting the qualifications required by the Agreement
Documents. In the event of such rejection, CONTRACTOR shall, within the time frame listed for
submittal of revised Proposals, submit the name and qualifications of a replacement
subcontractor, installer, or supplier satisfactory to COUNTY. Such replacement submittal shall
be in accordance with all Agreement Documents.
f. No adjustment of Job Order Price shall be made in the event of such replacement.
SECTION 9. PEROGATIVE OF COUNTY
COUNTY may perform or employ others to undertake any portions of Work persistently
neglected by CONTRACTOR, provided that, after three days' written notice to CONTRACTOR, such
Work is still not completed to COUNTY’s satisfaction. In such case, the Work shall be completed under
direction of the Director or designated County Official or designee, and the cost deducted from the
amount of next payment falling due to CONTRACTOR. Such action shall, in no way, affect the status of
either party under this Agreement, nor be held as a basis of any claim by CONTRACTOR for damages
or extension of time.
SECTION 10. CONTROL OF THE WORK
The Parties agree that the Director shall be the arbiter between parties thereto, and the entire
Work is under the Director’s jurisdiction to such end. It is the Director’s function to interpret the
Agreement Documents; pass upon merits of materials and workmanship, compute amounts of and
issue certificates for all payments to which CONTRACTOR may be entitled; decide upon all deductions
from and additions to the Job Order Price resulting from alterations after letting of Job Order; determine
amount of damages accruing to either Party from any cause; or conferences at any time during the
progress of the Work, and such order shall require CONTRACTOR and any or all Sub-Contractors or
other Contractors to attend; and perform any other required duties.
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It shall be the responsibility of the Director or designee to make written decisions in regard to all
claims of COUNTY or CONTRACTOR, and to interpret the Agreement Documents in regard to all
questions arising in connection with the execution of the Work.
Orders from the Director shall be in writing only, and properly signed; no oral orders from
Director, nor from anyone acting for him, shall be considered binding in case of dispute, and no one,
other than COUNTY, or the Director acting for him, has authority to order changes involving extra
expenditures or deductions. Superintendents or Inspectors may be assigned by COUNTY and/or
Engineer to assist them in the conduct of the Work, and these persons shall be entitled to the same
free access to all parts of Work, and the degree of authority of such employees to act for the Engineer
is as prescribed for the Engineer, such employees acting within the scope of the particular duties
entrusted to them.
Authority to stop the Work is vested in the Director, and may be involved whenever the Director
deems such action necessary to insure proper execution of the Agreement, and Work may not
thereafter be resumed until the Director has given written consent.
SECTION 11. CHANGES TO THE JOB ORDER
Changes Requested by COUNTY -COUNTY may, without invalidating the Job Order, order
changes, modifications, deletions, and extra work by issuing additional written Job Orders during the
progress of the Work. CONTRACTOR shall not be entitled to compensation for any extra Work
performed, unless the Director has issued an additional written Job Order designating (i) the extra Work
to be performed, (ii) the price of the extra Work, and (iii) the time for completion of the extra Work. If
COUNTY orders Work added or deleted from the Job Order, the price for the additional Job Order shall
be determined using the Procedure for Ordering Work set forth in Section (b) of Attachment A. Credits
for Pre-priced and Non Pre-priced Tasks shall be calculated at the pre-set Unit Prices, and multiplied by
the appropriate Adjustment Factors. Credits for Tasks that have been deleted from the Detailed Scope
of Work will be given at 100% of the value at which they were included in the original Job Order Price
Proposal.
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Changes in the Work Claimed by CONTRACTOR - CONTRACTOR may request a change in
the Job Order Price, or an extension of time for completion of the Job Order due to changes in the
Work that are not within the scope of the Job Order. The request must be in writing, and must be
submitted to COUNTY prior to beginning the extra work. CONTRACTOR shall not be entitled to
compensation for any extra work performed unless the Director has issued an additional written Job
Order designating (i) the extra work to be performed, (ii) the price of the extra work, and (iii) the time for
completion of the extra work. If COUNTY agrees that work is added to or deleted from the Job Order,
the price for the additional Job Order shall be determined using the Procedure for Ordering Work set
forth in Section (b) of Attachment A.
Where CONTRACTOR and COUNTY disagree on the scope, price, and/or time for changes in
the Detailed Scope of Work, COUNTY may require CONTRACTOR to perform such Work under a
written protest, pursuant to the Resolution of Contract Claims in Section 17, herein. CONTRACTOR’s
failure to submit a written protest to the Director within 5 days of beginning such Work constitutes a
waiver of any claim.
SECTION 12. ASSIGNMENT OF MONEYS
CONTRACTOR shall not assign moneys due or to become due to CONTRACTOR under the
Agreement without the written consent of the Auditor-Controller of Fresno County. Any assignment of
moneys shall be subject to all proper set-offs in favor of COUNTY of Fresno, and to all deductions
provided for in the Agreement, and particularly all money withheld, whether assigned or not, shall be
subject to being used by COUNTY for the completion of the Work in the event that CONTRACTOR
defaults under this Agreement.
SECTION 13. INSPECTION
All material and workmanship (if not otherwise designated by the Agreement Documents) shall
be subject to inspection, examination, and test by the Director or designated County Official at any and
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all times during manufacture and/or construction, and at any and all places where such manufacture
and/or construction are carried on. The Director shall have the right to reject defective material and
workmanship or require its correction.
CONTRACTOR shall furnish promptly without additional charge, all reasonable facilities, labor,
and materials necessary for the safe and convenient inspection and tests that may be required by the
Director.
If considered necessary or advisable by the Director at any time either before acceptance of the
entire Work, or after acceptance and within the guaranty period, to make an examination of Work
already completed, by removing or tearing out same, CONTRACTOR shall, on request, promptly
furnish all necessary facilities, labor, and material. If such Work is found to be defective in any material
respect, due to the fault of CONTRACTOR or his/her Sub-Contractors, he shall defray all the expenses
of such examination and of satisfactory reconstruction. If, however, such Work is found to meet the
requirements of this Agreement, CONTRACTOR’s costs necessarily incurred in the examination and
replacement, as determined by use of the Construction Task Catalog®, shall be reimbursed to
CONTRACTOR and CONTRACTOR shall, in addition, if completion of the Work has been delayed
thereby, be granted a suitable extension of time on account of the additional Work involved.
When the Work is completed, CONTRACTOR shall notify COUNTY in writing that the Work
shall be ready for final inspection and test on a definite date, which shall be stated in such notice.
SECTION 14
TAXES, PERMITS, FEES, AND INDEMNIFICATION FOR PATENT INFRINGEMENT CLAIM
CONTRACTOR shall pay for and include all Federal, State, and local taxes, direct or indirect,
upon all materials, and take out and pay all fees and charges for permits and licenses, unless otherwise
specified in the Job Order or Technical Specifications .
Royalty and license fees incidental to the use of any patented material, device or process shall
be paid by CONTRACTOR, and in the event of a claim of alleged infringement of patent copyright, or
Trade Secret rights, CONTRACTOR shall indemnify, save COUNTY free and harmless, and defend, at
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CONTRACTOR's own expense, any and all suits that may be brought in connection with such royalty
and license fees.
SECTION 15. GUARANTEE OF WORK
All Work shall be guaranteed by CONTRACTOR, except as may be otherwise specified, against
defects resulting from the use of inferior materials, equipment, or workmanship for one year from the
date of completion of the Job Order.
If repairs or changes are required in connection with guaranteed Work within any guaranteed
period, which, in the opinion of COUNTY are rendered necessary as the result of the use of materials,
equipment, or workmanship, which are inferior, defective, or not in accordance with the terms of this
Agreement, CONTRACTOR shall, promptly upon receipt of notice from COUNTY, and without expense
to COUNTY (1) place in satisfactory condition in every particular all of such guaranteed Work, correct
all defects therein, and (2) make good all damage to the building or site, or equipment or contents
thereof, which, in the opinion of COUNTY, is the result of the use of materials, equipment, or
workmanship which are inferior, defective, or not in accordance with the terms of the Agreement; and
(3) make good any work or materials, or the equipment and contents of said building or site disturbed in
fulfilling any such guarantee.
If CONTRACTOR disturbs any Work guaranteed under another Agreement in fulfilling the
requirements of the Agreement or of any guarantee, embraced in or required thereby, CONTRACTOR
shall restore such disturbed Work to a condition satisfactory to the Director, and guarantee such
restored Work to the same extent as it was guaranteed under such other Agreement.
COUNTY may have the defects corrected if CONTRACTOR, after notice, fails to proceed
promptly to comply with the terms of the guarantee, and CONTRACTOR and his/her surety shall be
liable for all expense incurred.
All special guarantees applicable to definite parts of the Work that may be stipulated in the
Agreement Documents shall be subject to the terms of this Section 15 during the first year of the life of
such special guarantee.
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SECTION 16. RESPONSIBILITY FOR DAMAGE
Neither COUNTY, the Director of Department of Internal Services, nor any officer or employee
of COUNTY, or any incorporated city, or officer or employee thereof, within the limits of which the Work
is being performed, shall be answerable or accountable in any manner, for any loss or damage to the
Work or any part thereof; or for any of the materials or other things used or employed in performing the
Work; or for injury to any person or persons, either workmen or the public, for damage to property from
any cause which might have been prevented by CONTRACTOR, or his/her workers, or anyone
employed by CONTRACTOR, against all of which injuries or damages to persons and property
CONTRACTOR having control over such Work must properly guard.
CONTRACTOR shall be responsible for any liability imposed by law for any damage to any
person or property resulting from defects or obstructions or from any cause whatsoever during the
progress of the Work or at any time before the completion and final acceptance.
SECTION 17. RESOLUTION OF CONTRACT CLAIMS
Public works contract claims of three hundred seventy-five thousand ($375,000) or less which
arise between a Contractor and a local public agency shall be resolved in accordance with the
provisions of Article 1.5 (Sections 20104-20104.6, inclusive) of Chapter 1 of Part 3 of Division 2 of the
Public Contract Code. Article 1.5 requires that its provisions or a summary thereof be set forth in the
plans and specifications for any work which may give rise to a claim thereunder. Accordingly, this
Agreement incorporates all of the terms and conditions of Article 1.5, as follows:
Article 1.5 Resolutions of Contract Claims
20104. (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 contractor and a local agency.
(2) This article shall not apply to any claims resulting from a contract between a contractor 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.
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(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 contractor for (A) a time extension, (B) payment of
money or damages arising from work done by or on behalf of the contractor 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
specifications 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
For any claim subject to this article, 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
or claims 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
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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 or claims 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) If following the meet and confer conference the claim or any portion remains in dispute,
the claimant may file a claim pursuant to 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 his/her or her written claim pursuant to subdivision (a) until
the time the claim is denied, including any period of time utilized by the meet and confer conference.
20104.4 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 nonbinding mediation unless waived by the mutual stipulation of both
parties. The mediation process shall provide for the selection within 15 days by both parties of
disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall
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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 the 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 Civil Procedure) shall apply to any
proceeding brought under this subdivision consistent with the rule 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. Arbitrators shall be experienced in construction law.
20104.6 (a) No local agency shall fail to pay money as to any portion of a claim which 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.
SECTION 18. RIGHTS AND REMEDIES OF COUNTY FOR DEFAULT
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In case of default by CONTRACTOR, COUNTY may procure the articles or service from
another source, and may recover the cost difference and related expenses from any unpaid balance
due CONTRACTOR or by proceeding against performance bond of CONTRACTOR, if any, or by suit
against CONTRACTOR. The prices paid by COUNTY shall be considered the prevailing market price at
the time such purchase is made.
Articles or services, which upon delivery inspection do not meet specifications, shall be rejected,
and CONTRACTOR will be considered in default. CONTRACTOR shall reimburse COUNTY for
expenses related to delivery of non-specified goods or services.
Regardless of F.O.B. point, CONTRACTOR agrees to bear all risks of loss, injury or destruction
to goods and materials ordered herein which occur prior to delivery; loss, injury, or destruction shall not
release CONTRACTOR from any obligation hereunder.
SECTION 19. CONFIDENTIALITY OF INMATES/WARDS/PATIENTS/CLIENTS IDENTITY
Some of the Work to be performed under this Agreement may occur in secured facilities or
facilities that require confidentiality. CONTRACTOR shall alert and inform its employees and agents
that State law requires that the identities of inmates/wards/patients/clients be kept confidential.
Revealing the identities of inmates/wards/patients/clients is punishable by law.
SECTION 20. INTENT OF AGREEMENT DOCUMENTS
Some of the Work may require CONTRACTOR to work in in-patient care facilities. The intent of
Agreement Documents will be to construct or reconstruct the hospital facilities for an individual Job
Order in accordance with Title 24, California Code of Regulations. If any conditions develop that are not
covered by the Agreement Documents, wherein the completed Work shall not comply with said Title 24,
California Code of Regulations, COUNTY shall develop a Job Order detailing any required Work, and
shall submit it to OSHPD for approval prior to CONTRACTOR proceeding with the Work.
SECTION 21. BUILDING PERMITS
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CONTRACTOR shall be responsible for all fees and costs incurred in connection with obtaining
permits; however, COUNTY will reimburse CONTRACTOR for the actual cost of the permit or
inspection fees, as part of the Job Order, with no additional allowance for overhead and profit.
SECTION 22. CODES AND REGULATIONS
All work, materials, and equipment shall be in full compliance with the 2013 edition of the
California Building Code; California Plumbing Code; California Electrical Code; Cal/OSHA Safety
Regulations; and all Federal, State and Local laws, ordinances, regulations, and Fresno County Charter
Provisions applicable in the performance of the work.
SECTION 23. COORDINATION OF WORK
CONTRACTOR shall coordinate all work with COUNTY to minimize any interruptions to the
normal operation of COUNTY operations, particularly interruptions to air conditioning, electrical
services, alarm system, communications, and computer systems.
SECTION 24. WORK DAY
All work shall be set forth as part of the Job Order. Saturday and Sunday work will not be
allowed except by written approval of COUNTY, and upon 48 hours advance notice. Payment
requirements for shift differential and overtime shall be as set forth in the Collective Bargaining
Agreement for the trade, on file with the State Department of Industrial Relations, Division of Labor
Statistics and Research. Contractors are urged to contact the Prevailing Wage Unit at 415/557-0561 or
415/703-4281 for information on these requirements.
SECTION 25. SCHEDULE OF OPERATION
Time is of the essence in the performing of any Job Order under this Agreement.
CONTRACTOR shall schedule the work in a manner that will progress to completion without
interruption.
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SECTION 26. COOPERATION BETWEEN CONTRACTORS
a. If separate Agreements are let for Work within or adjacent to the Project site, as may
further be hereinafter detailed in the Agreement Documents, CONTRACTOR shall conduct the Work so
as not to interfere with or hinder the progress of completion of the Work being performed by other
contractors.
b. CONTRACTOR shall assume all liability, financial or otherwise, in connection with this
Agreement, and shall protect and hold harmless COUNTY from any and all damages or claims
(including attorney’s fees and costs) arising because of inconvenience, delay, or loss experienced by
CONTRACTOR because of the presence and operations of other contractors working within the limits
of the same improvement. CONTRACTOR shall assume all responsibility for all Work not completed or
accepted because of the presence and operations of other contractors.
c. CONTRACTOR shall arrange the Work and placement and disposal of the
materials being used, so as not to interfere with the operations of other contractors within or adjacent to
the limits of the Project site. CONTRACTOR shall join the Work with that of others in an acceptable
manner, and shall perform it in proper sequence to that of others.
SECTION 27. TEMPORARY FACILITIES
a. Water and Electricity: Contractor may connect to existing water and electricity available
on the site, provided it is suitable to CONTRACTOR's requirements. Water and electricity costs shall be
paid by COUNTY. Contractor shall bear all expenses for carrying the water or electricity to the
appropriate locations, and for connecting or tapping into existing lines. Contractor shall furnish fuel and
other power for the operation of the heavy equipment, pneumatic tools, and compressors.
b. Toilet Facilities may be available on the site to the workers engaged in the performance
of this Agreement. The use of such facilities may be revoked in the event of excess janitorial
requirements, or at the discretion of COUNTY.
SECTION 28. FIRE PROTECTION AND FIRE INSURANCE
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CONTRACTOR shall not perform any fire hazardous operation adjacent to combustible
materials. Any fire hazardous operation shall have proper fire extinguishers close by, and the adjacent
area shall be policed before stopping work for the day.
CONTRACTOR shall provide not less than one OSHA / NFPA Class 10-ABC fire extinguisher
for each 9,000 square feet of project area or fraction thereof.
SECTION 29. DUST SEPARATION AND PROTECTIVE BARRICADES
When directed as part of an individual Job Order, CONTRACTOR shall erect temporary dust
separation partitions and floor mats as necessary to confine dust and debris within the area of Work.
CONTRACTOR shall post signs, and erect, and maintain barriers and warning devices for the
protection of the general public and CONTRACTOR and COUNTY personnel.
CONTRACTOR shall provide adequate protection for all parts of the present buildings and its
contents and occupants wherever Work under this Agreement is to be performed.
CONTRACTOR shall observe that the health and welfare of occupants of the existing buildings
may be affected by noises and fumes produced by the construction. CONTRACTOR shall avoid
creating loud and unnecessary noise, and noise-producing Work shall be performed as far away from
occupied areas as is consistent with the efficient conduct of the Work.
SECTION 30. DAMAGE TO EXISTING WORK
Damage to existing construction, equipment, and planting by CONTRACTOR in the
performance of the Work shall be replaced or repaired and restored to original condition by
CONTRACTOR at CONTRACTOR's expense.
SECTION 31.
PROTECTION OF ALARM, SECURITY, COMMUNICATIONS, AND COMPUTER SYSTEMS
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CONTRACTOR shall be responsible for all costs incurred by COUNTY on these systems as a
result of Work by CONTRACTOR or damage caused by CONTRACTOR's operations, including costs
associated with false fire alarms caused by Contractor operations.
SECTION 32. PARKING
COUNTY will provide parking spaces at the project site when parking is available. However,
CONTRACTOR shall not rely on COUNTY to provide parking.
SECTION 33. RECORD DRAWINGS
CONTRACTOR shall be provided with xerox bond prints at no cost, upon which a record of all
changes to the project plans shall be made. As the Work progresses, CONTRACTOR shall be
responsible for and shall maintain a record of all deviations in the mechanical, electrical, plumbing, and
other Work from that indicated on the plans. As a condition for considering the project complete, the
record drawings must be delivered to the Engineer, and deemed acceptable.
SECTION 34. WARRANTY RESPONSE
In lieu of any time limits imposed or implied by the above-referenced Agreement Documents or
stated in standard product warranties or special warranties, CONTRACTOR shall respond within 24
hours’ notice from COUNTY that repairs or changes are required in connection with guaranteed Work,
or equipment within the guarantee period.
SECTION 35. TRENCHING AND EXCAVATION
In accordance with Section 7104 of the California Public Contract Code, the following provisions
shall apply to any contract involving digging of trenches or other excavations that extend deeper than
four feet below the surface:
a. CONTRACTOR shall promptly, and before the following conditions are disturbed, notify
COUNTY, in writing, of any:
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1. Material that CONTRACTOR believes may be material that is hazardous waste,
as defined in Section 25117 of the Health and Safety Code that is required to be removed to a
Class I, Class II, or Class III disposal site in accordance with provisions of existing law.
2. Subsurface or latent physical conditions at the site differing from those indicated.
3. 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 Job Order.
b. COUNTY shall promptly investigate the conditions, and if it finds that the conditions do
materially so differ, or do involve hazardous waste, and cause a decrease or increase in
CONTRACTOR's cost of, or the time required for, performance of any part of the work, shall issue an
additional Job Order in accordance with the provisions of Section 1.12 of the General Conditions.
c. In the event that a dispute arises between COUNTY and CONTRACTOR whether the
conditions materially differ, or involve hazardous waste, or cause a decrease or increase in
CONTRACTOR's cost of, or time required for, performance of any part of the Work, CONTRACTOR
shall not be excused from any scheduled completion date provided for by the Agreement, but shall
proceed with all Work to be performed under the Agreement. CONTRACTOR shall retain any and all
rights provided either by contract or by law which pertain to the resolution of disputes and protests
between the contracting parties.
SECTION 36. ASBESTOS CONTAINING MATERIAL (ACM)
When the Job Order requires CONTRACTOR not to remove ACM, CONTRACTOR shall
exercise caution when working around ACM to prevent the release of ACM into the atmosphere.
If damage to ACM results in release of airborne asbestos fibers to the atmosphere, then control
measures required by Federal and State regulations must be instituted at CONTRACTORs expense.
Any ACM damaged by CONTRACTOR's operations shall be repaired at CONTRACTOR's
expense in accordance with applicable Federal, State, and local laws and regulations.
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When the Job Order requires the removal of ACM, CONTRACTOR shall remove, transport, and
dispose of either non-friable ACM or less than 100 square feet of friable ACM in accordance with
Federal, State, and local statutes and regulations.
CONTRACTOR shall furnish project notification documents, employee information, equipment
certifications, material specifications and samples, project work plan and air monitoring plan, and other
project submittals or documentation as required by statute or regulation.
The methods for removal and disposal of either non-friable ACM or friable ACM selected by
CONTRACTOR shall be approved by COUNTY before commencing removal operations. If, during the
course of removal operations, COUNTY determines that removal methods used by CONTRACTOR
result or may result in releasing airborne asbestos fibers to the atmosphere, CONTRACTOR shall
immediately cease CONTRACTOR’s current ACM removal operations, and propose a new method for
removal of ACM for the approval of COUNTY.
If removal of ACM results in release of airborne asbestos fibers to the atmosphere, then control
measures required by Federal and State regulations must be instituted at CONTRACTOR’s expense.
Work area air monitoring may be required for individual Job Orders, at the discretion of
COUNTY. Work area air monitoring shall be paid for by CONTRACTOR.
The Engineer reserves the right to require CONTRACTOR, at CONTRACTORs expense, to
utilize a contractor certified by CONTRACTORs State License Board and registered with the Division of
Occupational Safety and Health to remove and dispose of ACM, if, in the opinion of the Engineer based
on CONTRACTOR's performance of ACM removal, only a certified and registered contractor would
possess the technical skills and resources required to remove the ACM.
At CONTRACTOR's option, removal and disposal of non-friable ACM or friable ACM where
removal and disposal may result in release of airborne asbestos fibers to the atmosphere may be
subcontracted to a contractor certified by CONTRACTORs State License Board and registered with the
Division of Occupational Safety and Health.
SECTION 37. TERMINATION OF AGREEMENT
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This Agreement may be terminated for the following reasons:
A. Non-Allocation of Funds. The terms of this Agreement, and the services to be provided, are
contingent on the approval of funds by the appropriating government agency. If sufficient
funds are not allocated, the services provided may be modified, or this Agreement
terminated at any time without penalty by giving CONTRACTOR thirty (30) days’ advance
written notice.
B. Breach of Contract. COUNTY may immediately suspend or terminate this Agreement in
whole or in part, where in the determination of COUNTY there is:
1. An illegal or improper use of funds;
2. A failure to comply with any term of this Agreement;
3. A substantially incorrect or incomplete report submitted to COUNTY;
or
4. Improperly performed services.
In no event shall any payment by COUNTY constitute a waiver by COUNTY of any breach of
this Agreement or any default which may then exist on the part of the CONTRACTOR. Such
payment shall not impair or prejudice any remedy to COUNTY with respect to the breach or
default. COUNTY shall have the right to demand of the CONTRACTOR the repayment to
COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the
judgment of COUNTY, were not expended in accordance with the terms of this Agreement.
CONTRACTOR shall promptly refund any such funds upon demand.
C. Without Cause. Under circumstances other than those set forth above, this Agreement may
be terminated by COUNTY by giving thirty (30) days advance written notice of an intention
to terminate to CONTRACTOR. In the event of such termination, COUNTY shall pay
CONTRACTOR for satisfactory services or supplies provided up until the date of
termination.
SECTION 38. HOLD HARMLESS AND INDEMNIFICATION
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CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY’s request, defend
COUNTY, its officers, agents and employees, from any and all costs and expenses (including
attorney’s fees and costs), claims, suits, liabilities, losses and damages occurring or resulting to
COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers,
agents or employees under this Agreement, and from any and all costs and expenses (including
attorney’s fees and costs), damages, liabilities, claims and losses occurring or resulting to any person,
firm or corporation who may be injured or damaged by the performance, or failure to perform, of
CONTRACTOR, its officers, agents, subcontractors, assigns, or employees under this Agreement. The
provisions of this Section 38 shall survive the termination of this Agreement.
SECTION 39. INSURANCE
Without limiting COUNTY's right to obtain indemnification from CONTRACTOR or any third
parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
A. Commercial General Liability
Commercial General Liability Insurance with limits of not less than Two Million Dollars
($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
policy shall be issued on a per occurrence basis. COUNTY may require specific coverage including
completed operations, product liability, contractual liability, Explosion-Collapse-Underground, fire legal
liability or any other liability insurance deemed necessary because of the nature of the contract.
B. Automobile Liability
Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any
auto used in connection with this Agreement.
C. Worker's Compensation
A policy of Worker's Compensation insurance as may be required by the California Labor Code.
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D. Professional Liability
If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R. N., L.C.S.W., M.F.C.C.)
in providing services, Professional Liability Insurance with limits of not less than One Million Dollars
($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. This
coverage shall be issued on a per claim basis. Contractor agrees that it shall maintain, at its sole
expense, in full force and effect for a period of three years following the termination of this Agreement,
one or more policies of professional liability insurance with limits of coverage as specified herein.
E. Property Installation Floater
CONTRACTOR shall procure and maintain at CONTRACTOR’s sole cost and expense,
Property Installation Floater which provides for the improvement, remodel, modification, alteration,
conversion, or adjustment to existing buildings, structures, processes, machinery and equipment. The
Property Installation Floater shall provide property damage coverage for any building, structures,
machinery, or equipment damaged, impaired, broke, or destroyed during the performance of the work,
including during transit, installation, and testing at COUNTY’s site. The policy must name COUNTY as
an additional loss payee and must include applicable endorsements.
F. All-Risk Insurance
CONTRACTOR shall procure and maintain at CONTRACTOR's sole cost and expense,
Builders Risk Course of Construction insurance, including fire and vandalism coverage, covering the
entire work (including any COUNTY furnished material and equipment) against loss or damage until
completion and acceptance by COUNTY. Such insurance shall be for each Job Order in an amount up
to the value of each Job, and endorsed for broad form property damage, breach of warranty, demolition
costs, and debris removal. COUNTY will permit a deductible not exceeding 5%. The policy must cover
CONTRACTOR, CONTRACTOR's subcontractors, COUNTY, its agents, the awarding entity, and any
Trustee, under the indenture or trust agreement securing the bonds, certificates of participation, or
other evidence of indebtedness issued to finance the work contemplated herein. The value of the policy
shall be in U.S. currency.
G. Bonds
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CONTRACTOR shall furnish to COUNTY a payment bond and performance bond, each in the
amount of 100% of the Maximum Contract Amount, which shall meet the requirements of all applicable
statutes, including but not limited to those specified in Public Contract Code section 20129 and Civil
Code section 9554; all bonds shall be submitted in triplicate.
Additional Requirements Relating to Insurance
CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
naming COUNTY of Fresno, its officers, agents, and employees, individually and collectively, as
additional insured, but only insofar as the operations under this Agreement are concerned. Such
coverage for additional insured shall apply as primary insurance and any other insurance, or self-
insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not
contributing with insurance provided under CONTRACTOR’s policies herein. This insurance shall not
be cancelled or changed without a minimum of thirty (30) days advance written notice given to
COUNTY.
CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
employees any amounts paid by the policy of worker’s compensation insurance required by this
Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
necessary to accomplish such waiver of subrogation, but CONTRACTOR’s waiver of subrogation under
this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
Within thirty (30) days from the date CONTRACTOR executes this Agreement, CONTRACTOR
shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies,
as required herein, to COUNTY of Fresno, Facility Services, Attn: Facility Manager, 4590 E. Kings
Canyon Road, Fresno, CA 93702, stating that such insurance coverage have been obtained and are in
full force; that COUNTY of Fresno, its officers, agents and employees will not be responsible for any
premiums on the policies; that for such worker’s compensation insurance the CONTRACTOR has
waived its right to recover from COUNTY, its officers, agents, and employees any amounts paid under
the insurance policy and that waiver does not invalidate the insurance policy; that such Commercial
General Liability insurance names COUNTY of Fresno, its officers, agents and employees, individually
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and collectively, as additional insured, but only insofar as the operations under this Agreement are
concerned; that such coverage for additional insured shall apply as primary insurance and any other
insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be
excess only and not contributing with insurance provided under CONTRACTOR's policies herein; and
that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance,
written notice given to COUNTY.
In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this
Agreement.
All policies shall be with admitted insurers licensed to do business in the State of California.
Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of
an FSC VII or better.
CONTRACTOR shall ensure that any subcontractors or other agents used in fulfilling the terms
and obligations of this Agreement shall have the same level of insurance and indemnification required
of CONTRACTOR.
SECTION 40. SECURITY
Security is of great concern to COUNTY. Failure to comply with the security requirements listed
below will be considered a breach of contract, and may result in termination of this Agreement and any
Job Order for default.
CONTRACTOR’s personnel shall cooperate with all COUNTY security personnel at all times,
and shall be subject to and conform to COUNTY security rules and regulations, including, but not
limited to COUNTY security rules and procedures, as detailed in Attachments B through E Any
violations or disregard of these rules may be cause for denial of access to COUNTY property.
The background checks required, and policies listed below, may change throughout the life of
this Agreement. It is CONTRACTOR’S responsibility to request updates from COUNTY. All of
CONTRACTOR’S employees, agents, and subcontractors must read the policies listed below.
Please see the following Attachments:
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1. Attachment B – Probation Juvenile Detention Facilities – No Hostage Policy.
2. Attachment C – Fresno Sheriff – Coroner’s Office (FSCO) Jail Detention Facilities –
No Hostage Policy.
3. Attachment D – The Prison Rape Elimination Act.
4. Attachment E – Background Investigations & Identification (ID) Badges.
Security provisions will be strictly enforced. All parties who are required to perform their
individual services at the site shall be limited to the area required to complete the Work. Such access
shall be obtained by notification to the Facilities Services Manager or his designee, of the time and
place, prior to commencing the Work.
All keys used during construction shall be numbered. Each key issued shall be recorded, and its
prompt return shall be strictly enforced. Duplication of any keys issued is strictly prohibited. These keys
shall be returned to COUNTY’s representative at the end of each working day, when required.
Some of the Projects to be done under this Agreement may be in secured facilities such as jails.
Prior to commencement of Work, CONTRACTOR, including all Subcontractors and Contractors, shall
obtain security clearances for all employees that will be working or making deliveries to the sites.
When Work is performed in secured facilities, it is incumbent upon all contractors to alert all
workmen of the necessity for extreme care in accounting for, and keeping all areas free of any and all
types of hand tools, power tools, small parts, scrap material, and all other materials which might be
concealed upon the person of an inmate/ward/patient, at all times when such tools and materials are
not used for the task at hand.
Each Work area shall be kept clean and in order both during working hours and at the
completion of the working day.
SECTION 41. MODIFICATION
This Agreement may be modified from time to time by the written consent of all the parties
without, in any way, affecting the remainder.
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SECTION 42. NON - ASSIGNMENT
CONTRACTOR shall not assign, transfer, or subcontract this Agreement, or any of its
respective rights or duties hereunder without the prior written consent of COUNTY.
SECTION 43. AUDITS AND INSPECTIONS
CONTRACTOR shall at any time during business hours, and as often as COUNTY may deem
necessary, make available to COUNTY for examination all of its records and data with respect to the
matters covered by this Agreement. CONTRACTOR shall, upon request by COUNTY, permit COUNTY
to audit and inspect all of such records and data necessary to ensure CONTRACTOR’S compliance
with the terms of this Agreement. If this Agreement exceeds ten thousand dollars ($10,000.00),
CONTRACTOR shall be subject to the examination and audit of the California State Auditor for a period
of three (3) years after final payment under contract (Government Code Section 8546.7).
SECTION 44. NOTICES
The persons and their addresses having authority to give and receive written notices under this
Agreement include the following:
COUNTY OF FRESNO CONTRACTOR
County of Fresno - ISD
Director of Internal Services/
Chief Information Officer
333 W Pontiac Way, Clovis, CA 93612
ACCO Engineered Systems, Inc.
4980 E. University Ave., #103
Fresno, CA 93727
ATTN: Keith Dunn
All notices between COUNTY and the CONTRACTOR provided for or permitted under this
Agreement must be in writing and delivered either by personal service, by first-class United States mail,
by an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered
by personal service is effective upon service to the recipient. A notice delivered by first-class United
States mail is effective three (3) COUNTY business days after deposit in the United States mail,
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postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier
service is effective one (1) COUNTY business day after deposit with the overnight commercial courier
service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the
recipient. A notice delivered by telephonic facsimile is effective when transmission to the recipient is
completed (but, if such transmission is completed outside of COUNTY business hours, then such
delivery shall be deemed to be effective at the next beginning of a COUNTY business day), provided
that the sender maintains a machine record of the completed transmission. For all claims arising out of
or related to this Agreement, nothing in this section establishes, waives, or modifies any claims
presentation requirements or procedures provided by law, including but not limited to the Government
Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
SECTION 45. LEGAL AUTHORITY
Each individual executing this Agreement on behalf of CONTRACTOR hereby covenants,
warrants, and represents: (i) that he or she is duly authorized to execute or attest and deliver this
Agreement on behalf of such entity, e.g. (without limitation), corporation, limited liability company,
limited partnership, partnership or sole proprietorship, in accordance with all applicable formalities and
under California law; (ii) that this Agreement is binding on such entity; and (iii) that CONTRACTOR (as
applicable) is a duly organized and legally existing corporation, limited liability company, limited
partnership, partnership or sole proprietorship in good standing in the State of California.
SECTION 46. GOVERNING LAW
Venue for any action arising out of or relating to this Agreement shall only be in Fresno County,
California. The rights and obligations of the parties and all interpretation and performance of this
Agreement shall be governed in all respects by the laws of the State of California.
SECTION 47. DISCREPANCIES
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If CONTRACTOR, at any time, discovers a mistake or discrepancy in a Job Order,
CONTRACTOR shall not proceed with the affected Work until such correction has been made by
COUNTY.
1. In resolving conflicts resulting from errors or discrepancies pursuant to this Agreement, the
order of precedence shall be as follows:
A. Permits from other agencies as may be required by law
B. Permits issued by COUNTY
C. Changes to Job Orders
D. Job Orders
E. This Agreement
F. Addenda
G. Scope of Work
H. Technical Specifications
I. Construction Task Catalog®
J. Reference Specifications
2. Division of Contract Documents - For convenience of reference and to facilitate the letting of
independent contracts, the Agreement Documents may be separated into certain sections; such
separation shall not operate to oblige the Director only or designee to establish the limits of any
contract between CONTRACTOR and Sub-Contractor, each of whom shall depend upon his/her
own contract stipulations. This Agreement shall apply with equal force to all Work, including
extra Work.
3. Discrepancies - Should CONTRACTOR, at any time, discover a mistake in any of the
Agreement Documents or any discrepancy therein, or any variation between dimensions on the
Agreement Documents and measurements at site, or any missing dimensions or other
information, CONTRACTOR shall report at once to the Director for correction, and shall not
proceed with the affected Work until such correction has been made.
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4. Shop Drawings - Mill drawings, shop drawings, setting diagrams, schedules, maker's
specifications, and illustrations requisite for the various parts of the Work shall be provided, and
promptly submitted by CONTRACTOR. These shall be submitted in duplicate or as directed,
shall be corrected if necessary, and resubmitted until review by the Director is complete, after
which corrected copies of each shall be filed with him and the necessary additional copies
supplied for use in connection with the Work. Corrections or comments made on the shop
drawings during this review do not relieve CONTRACTOR of his/her responsibility to comply
with the requirements of the drawings and specifications. This review is only to check for
general conformance with the design concept of the project and general compliance with the
Agreement Documents. CONTRACTOR remains responsible for: confirming and correlating all
dimensions and quantities; selecting fabrication processes and techniques of construction;
coordinating the work of the trades; and performing the work in a safe and satisfactory manner
5. Trade Names and Alternatives - The intent of the specifications is to specify high-grade
standard equipment, and it is not the intent of these specifications to exclude or omit the
products of any responsible manufacturer, if such products are equal in every respect to those
mentioned herein. Wherever an article, or any class of materials, is specified by the trade name
or by the name of any particular patentee, manufacturer, or dealer, it shall be taken as intending
to mean and specify the article of material described or any other equal thereto in quality, finish,
and durability, and equally as serviceable for the purpose for which it is, or they are intended.
6. Materials - All materials, unless otherwise specified, shall be new and of good quality, proof of
which shall be furnished by CONTRACTOR; in case of doubt as to kind or quality required,
samples shall be submitted to the Director who will specify the kind and use of the material
appropriate to the location and the function of the item in question, and CONTRACTOR shall
furnish such accordingly.
SECTION 48. DISCLOSURE OF SELF-DEALING TRANSACTIONS
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This provision is only applicable if CONTRACTOR is operating as a corporation (a for-profit or
non-profit corporation) or if during the term of this agreement, CONTRACTOR changes its status to
operate as a corporation.
Members of CONTRACTOR’s Board of Directors shall disclose any self-dealing transactions
that they are a party to while CONTRACTOR is providing goods or performing services under this
agreement. A self-dealing transaction shall mean a transaction to which CONTRACTOR is a party and
in which one or more of its directors has a material financial interest. Members of CONTRACTOR’S
Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
and signing a Self-Dealing Transaction Disclosure Form (Attachment F, and revised and/or resubmitted
to COUNTY prior to commencing with any self-dealing transaction or immediately thereafter).
SECTION 49. LIQUIDATED DAMAGES
It is understood and agreed by both parties to this Agreement that if all the work specified or
indicated in the Job Order is not completed within the specified time frames set forth in the Job Order,
or within such time limits as extended, damages will be sustained by COUNTY in the event of and by
reason of such delay. It is, and will be, impractical and extremely difficult to determine the actual
damage which COUNTY will sustain by reason of the delay. It is therefore agreed that CONTRACTOR
will pay, at a minimum, to COUNTY the sum of money stipulated per day in the Job Order for each
day’s delay in completing the work beyond the time prescribed.
COUNTY shall determine the application of liquidated damages, and the value of liquidated
damages. Each Job Order shall state whether liquidated damages will be applied. COUNTY may
withhold liquidated damages from payments to CONTRACTOR as such damages accrue, or, at
COUNTY’s discretion, withhold liquidated damages from any payments due or that become due
pursuant to a Job Order, including Retention and final payment (pursuant to Government Code
§53069.85). COUNTY shall execute a credit Job Order to assess liquidated damages against
CONTRACTOR.
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SECTION 50. ELECTRONIC SIGNATURES
The parties agree that this Agreement may be executed by electronic signature as provided in
this section. An “electronic signature” means any symbol or process intended by an individual signing
this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a
faxed version of an original handwritten signature; or (3) an electronically scanned and transmitted (for
example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to
this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing
this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or
judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of
that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
beginning with section 1633.1). Each party using a digital signature represents that it has undertaken
and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
through (5), and agrees that each other party may rely upon that representation. This Agreement is not
conditioned upon the parties conducting the transactions under it by electronic means and either party
may sign this Agreement with an original handwritten signature.
SECTION 51. ENTIRE AGREEMENT
This Agreement constitutes the entire agreement between CONTRACTOR and COUNTY with
respect to the subject matter hereof, and supersedes all previous Agreement negotiations, proposals,
commitments, writings, advertisements, publications, and understandings of any nature whatsoever
unless expressly included in this Agreement.
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
2 Effective Date .
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ACCO Engineered Systems , Inc.
(Authorized Signature)
~~
7 Charles Oberosle r, Vice President
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Print Name & Title
888 E. Walnut St.,
Pasadena , CA 91101
s, Inc.
Steve Brand ,
Chairman of the Board of Supervisors of
the County of Fresno
ATTEST:
Bernice E . Seidel
Clerk of the Board of Supervisors
County of Fresno, State of California
:: -(A ~:;___---L _____ By: ~ ~))e&!J
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Hugh Palmer
Assist ant Secretary
Print Name & Title
888 E. Walnut St.,
Pasadena, CA 91101
24 FOR ACCOUNTING USE ONLY:
FUND : 1045
25 SUBCLASS:10000
ORG No .: 8935 26 Account No.: 7295
27
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'I
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Attachment A - Scope of Work
1
SCOPE OF WORK
SCOPE OF WORK AND PROCEDURE FOR ORDERING WORK
a. Scope of Work
1. The Construction Task Catalog® contains construction tasks with preset Unit Prices. All
Unit Prices are based on local labor, material, and equipment prices and are for the direct
cost of construction.
2. The Contractor will be required to work at any of the County’s facilities. The County makes
no commitment as to the award of individual Job Orders. All costs associated with
preparing Job Order Proposals shall be the responsibility of the Contractor.
3. Work or performance shall be made only as authorized by Job Orders issued in
accordance with this Scope of Work. The Contractor shall furnish to the County, the
supplies or services specified in the Job Orders up to and including the Maximum Contract
Value. The County shall give the Contractor the opportunity to perform at least the
Minimum Contract Value of construction services designated in the Agreement
Documents.
4. The Scope of Work of this Agreement shall be determined by individual Job Orders. The
Job Order will reference the Detailed Scope of Work, and set forth the Job Order
Completion Time, and the Job Order Price. The Job Order Price is determined by
multiplying the preset Unit Prices by the appropriate quantities and by the appropriate
Adjustment Factor. The Job Order Price shall be a lump sum, fixed price for the completion
of the Detailed Scope of Work. A separate Job Order will be issued for each project. Extra
work, credits, and deletions will be contained in additional Job Orders. The Contractor
shall provide all pricing, management, design drawings, shop drawings, documents,
Work, materials, supplies, parts (to include system components), transportation, plant,
supervision, labor, and equipment needed to complete the Job Order. The Contractor
shall provide quality assurance as specified in strict accordance with the Agreement. The
Contractor shall also be responsible for site safety as well as site preparation and cleanup.
5. The Contractor shall conduct the Work in strict accordance with the Agreement, and all
applicable federal, state, and local laws, regulations, or codes.
6. Contractor shall maintain accurate and complete records, files, and libraries of documents,
to include federal, state, and local regulations, codes, applicable laws listed herein, and
manufacturers’ instructions and recommendations, which are necessary and related to
the Work to be performed.
7. Contractor shall prepare and submit required reports, maintain current record drawings,
and submit required information. The Contractor shall provide: materials lists to include
trade names and brand names, and model materials lists to include trade names, brand
names, model number, and ratings (if appropriate) for all materials necessary for a
complete job.
8. All Work will be ordered and funded when needed in accordance with the procedures
contained in the Contract Documents.
9. All Work will be controlled and monitored by the County or designated representative.
10. The design of architectural, structural, mechanical, electrical, civil, or other engineering
features of the Work required by the Agreement shall be accomplished or reviewed and
approved by architects or engineers registered in the State of California to practice in the
Attachment A - Scope of Work
2
particular professional field involved.
11. In addition to the Work unit requirements in the General Requirements, Contract Technical
Specifications, Volume 3, and the Construction Task Catalog® (CTC), Volume 4, the
County may, from time to time, require Non Pre-priced (NPP) Tasks. The parties shall
proceed with these requirements in accordance with the Procedure for Ordering Work
contained in Section (b), herein. These NPP Work unit requirements will be incorporated
in individual Job Orders, and the Contractor shall accomplish those requirements with the
same diligence as those Work units incorporated in this Agreement in the Construction
Task Catalog® and Technical Specifications.
b. Procedure for Ordering Work
1. As the need for Work arises, the County will notify in writing the Contractor of the Work.
2. Upon receipt of this notification, the Contractor shall respond within one working day by:
(a) Establishing verbal contact with the County to further define the scope of the
requirement, and
(b) Visiting the proposed Work site in the company of the County, and participating in
the conduct of a Joint Scope Meeting, which will include discussion and
establishment of the following:
(1) Project number and title
(2) Existing site conditions
(3) Methods and alternatives for accomplishing Work
(4) Definition and refinement of requirements
(5) Detailed Scope of Work
(6) Requirements for design drawings, sketches, shop drawings, submittals, etc.
(7) Tentative construction schedule
(8) Preliminary quantity estimates
(9) Access to the site and protocol for admission
(10) Hours of operation
(11) Staging area
(12) Liquidated damages
(13) Presence of hazardous materials
(14) Proposal due date
3. Upon completion of the Joint Scope Meeting, the Owner will prepare a draft Detailed
Scope of Work referencing any sketches, drawings, photographs, and specifications
required to document accurately the Work to be accomplished. The Contractor shall
review the Detailed Scope of Work, and request any required changes or modifications.
When an acceptable Detailed Scope of Work has been prepared, the County will issue a
Request for Job Order Proposal (RFJOP) and Detailed Scope of Work, which requires
that the Contractor prepare a Proposal for the Work under consideration. The Detailed
Scope of Work, unless modified by both the Contractor and the County, will be the basis
on which the Contractor will develop its Job Order Proposal, and the County will
evaluate the same. The Contractor does not have the right to refuse to perform any task
or any Work in connection with a particular Project.
Attachment A - Scope of Work
3
4. The County may, at its option, include quantities in the Detailed Scope of Work if it helps
to define the Detailed Scope of Work, if the actual quantities required are not known or
cannot be determined at the time the Detailed Scope of Work is prepared, if the Contractor
and the County cannot agree on the quantities required, or for any other reason as
determined by the County. In all such cases, the County shall issue a Supplemental Job
Order adjusting the quantities appearing in the Detailed Scope of work to the actual
quantities.
5. The Contractor will prepare the Job Order Price Proposal in accordance with the
following:
(a) Pre-priced Work requirements. A Pre-priced Task is a task described and for which a
Unit Price is set forth in the Construction Task Catalog®. Pre-priced Work
requirements will identify the type and number of Work units required from the
Construction Task Catalog® (CTC). The price per unit set forth in the CTC shall serve
as the base price for the purpose of the operation of this provision. The total of the
Job Order Price Proposal shall be the sum of the cost of each applicable CTC task,
which is calculated according to the following formula:
A= Number of Units Required for CTC Task B= Applicable Adjustment Factor
C= CTC Price per Unit Cost of CTC Task
A x B x C
(b) The Contractor’s Job Order Proposal shall include support documentation to indicate
that adequate engineering and planning for the requirement have been done, and that
the Work units and quantities proposed are reasonable for the tasks to be performed.
Documentation to be submitted with the Job Order Proposal shall include, but not be
limited to, the Job Order Price Proposal, design drawings, calculations, catalog cuts,
specifications, and architectural renderings, Subcontractor list, and construction
schedule. Any Job Order Proposal lacking the required items will be considered
incomplete, and shall be returned and treated as if never received. Job Order Proposals
submitted to the County are valid for the duration of the Agreement.
(c) Non Pre-priced Work Requirements: Non Pre-priced Work shall be separately
identified and submitted in the Job Order Price Proposal. Information submitted in
support of Non Pre-priced Work shall include, but not be limited to, the following:
(1) Complete specifications and technical data, including Work unit content, support
drawings, Work unit costs data, quality control and inspection requirements.
(2) Work schedule in written form.
(3) Pricing data submitted in support of Non Pre-priced work units shall include a cost
or price analysis report, establishing the basis for selecting the approach proposed
to accomplish the requirements. Unless otherwise directed by the County, costing
data will be submitted, demonstrating that the Contractor sought and received
three quotes. The Contractor shall provide an installed unit price (or demolition
price if appropriate), which shall include all costs required to accomplish the Non
Pre-priced Task.
(4) If the Contractor will perform the work with its own forces, it shall submit three
independent quotes for all material to be installed and shall, to the extent possible,
use Pre-Priced Tasks for labor and equipment from the Construction Task
Catalog®. If the work is to be subcontracted, the Contractor shall submit three
independent quotes from subcontractors.
The Contractor shall not submit a quote from any subcontractor or materialman
that the Contractor is not prepared to use. County may require additional quotes if
Attachment A - Scope of Work
4
the subcontractors or materialmen are not acceptable, or if the prices are not
reasonable. If three quotes cannot be obtained, the Contractor shall provide
County with a written explanation. If the explanation is accepted by County, the
Contractor may provide less than three quotes.
(5) The final price submitted for Non Pre-priced (NPP) Tasks shall be according to
the following formula:
Contractor Performed Duties
A= The number of hours for each labor classification and hourly rates B=
Equipment costs (other than small tools)
C= Lowest of three independent quotes for all materials
Total Cost for self-performed work = (A+B+C) x 15% (Only if A & B cannot
be priced out of the CTC) For Work performed by Subcontractors:
If the Work is to be subcontracted, the Contractor must submit three independent
bids from Subcontractors. If three quotes or bids cannot be obtained, the
Contractor will provide the reason in writing for the County’s approval as to why
three quotes cannot be submitted.
D = Subcontractor Costs (supported by three quotes)
Total Costs of Non-Pre-Priced Task = D x 15%
(6) The County will evaluate the entire Proposal and proposed Work units, and
compare these with the County’s estimate of the Detailed Scope of Work to
determine the reasonableness of approach, including the nature and number of
Work units proposed. The County will determine whether the Contractor’s Job
Order Price Proposal is in line with its own estimate.
(7) After using a Non Pre-priced item on three separate Job Orders, the unit price for
the work item will be established, following approval by the County, and fixed as a
permanent pre-priced item, which will no longer require price justification.
(8) The County’s determination as to whether an item is a Pre-priced Task or a Non
Pre-priced Task shall be final, binding and conclusive as to the Contractor.
(9) Whenever, because of trade jurisdiction rules or small quantities, the cost of a
minor task in the Job Order Price Proposal is less than the cost of the actual labor
and materials to perform such task, the County may permit the Contractor to be
paid for such task as a Non Pre-priced Task, or use Pre-priced labor tasks and
material component pricing to cover the actual costs incurred. Provided, however,
that there is no other Work for that trade on the project or other Work for that trade
cannot be scheduled at the same time, and the final charge does not exceed
$1,000.00.
(d) Processing Time Limits
(1) Request for Proposal Submittal. Contractor shall submit the Job Order Proposal
to the County on or before the due date stated in the RFJOP (14 days maximum
unless otherwise specified).
(2) Request for Information Submittal. Contractor shall make a thorough analysis of
each Job Order, and submit all Requests For Information (RFI’s) within 7 days
after issuance of any RFJOP. Submission of RFI’s shall in no way extend the
proposal due date unless deemed necessary by the County.
(3) Job Order Price Proposal Review. Contractor’s Project Manager or agent shall be
Attachment A - Scope of Work
5
available for Job Order Price Proposal review meetings within 24 hours of being
notified by the County (via fax, e-mail, or telephone). After review of the Job Order
Price Proposal, Contractor shall remove all inappropriate line items and adjust
quantities as directed by the County.
(4) Job Order Price Proposal Modification. Only on the Contractor’s second Job Order
Price Proposal shall he/she be granted the opportunity to add new valid line items
that may have been omitted from the first Job Order Price Proposal. Contractor
shall submit a revised Job Order Price Proposal within 24 hours of Job Order
Price Proposal review meeting (unless otherwise specified). Upon review of
revised Job Order Price Proposal, the Contractor shall remove all line items or
adjust quantities deemed inappropriate by the County, and re-submit the Job Order
Price Proposal within 24 hours. No new line items may be added to the Job Order
Price Proposal. No quantity increases or added modifiers will be accepted unless
agreed to in writing by the County during the second Job Order Price Proposal
review meeting.
(5) The County reserves the right to reject a Contractor’s Job Order Proposal or
cancel a project for any reason. The County reserves the right to issue a Notice to
Proceed to the Contractor without having a mutual agreement on a final Job Order
Price, and that the Contractor will be paid by multiplying the actual quantities used
by the appropriate Construction Task Catalog® Unit Price and the applicable
Adjustment Factors. Non Pre-priced (NPP) Tasks will be priced according to the
formula set forth in Section 1.22 b 4 (c) of these General Conditions. The County
also reserves the right to not award a Job Order if it is determined to be in the best
interests of the County, or the proposed cost exceeds the County’s estimate. The
County may perform such work by other means. In these instances, the Contractor
has no right of claim to recoup Job Order Proposal expenses, including but not
limited to, the costs to attend the Joint Scope Meeting, review the Detailed Scope
of Work, prepare a Job Order Proposal (including incidental architectural and
engineering services), subcontractor costs, and the costs to review the Job Order
Proposal with the County.
(6) Unilateral Job Order – The County reserves the right to issue Job Orders based
on the County’s Job Order Price Proposal for a specified Detailed Scope of Work
(DSOW).
(e) By submitting a signed Job Order Proposal to the County, the Contractor is agreeing
to accomplish the Work outlined in the Detailed Scope of Work in accordance with the
RFJOP at the lump sum price submitted for that particular Job Order. The Contractor
shall include the necessary tasks and quantities in the Job Order Price Proposal and
apply the appropriate Adjustment Factor(s) prior to delivering it to the County. The
value of the Job Order Price Proposal shall be calculated by summing the total of the
calculations for each Pre-priced Task (Unit Price x quantity x Adjustment Factor) plus
the value of all Non Pre-priced Tasks. The Job Order Price shall be the value of the
approved Job Order Price Proposal.
(f) The County will evaluate the entire Job Order Priced Proposal and compare these with
the County’s estimate of the Detailed Scope of Work to determine the reasonableness
of approach, including the appropriateness of the tasks and quantities proposed.
(g) The Contractor may choose the means and methods of construction; subject however,
to the County’s right to reject any means and methods proposed by the Contractor
that:
(1) Will constitute or create a hazard to the work, or to persons or property;
(2) Will not produce finished Work in accordance with the terms of the Agreement; or
Attachment A - Scope of Work
6
(3) Unnecessarily increases the price of the Job Order when alternative means and
methods are available.
(h) Each Job Order provided to the Contractor shall reference the Detailed Scope of Work,
and set forth the Job Order Price and the Job Order Completion Time. All clauses of
this Agreement shall be applicable to any Job Orders issued under this clause. Job
Orders will be written on an appropriate form. The Job Order, which must be signed
by the County, constitutes the County’s acceptance of the Contractor’s Proposal. A
signed copy will be provided to the Contractor.
(i) Except in an "emergency response" the Contractor is not to proceed with any Job
Order without having required permits and a Notice to Proceed (NTP) signed by the
Contract Manager.
(j) In the event that “immediate emergency response” is necessary, the County may elect
to use an alternative procedure for such type of Job Orders, as long as the alternative
procedure is not substantially more burdensome to the Contractor than the procedure
described in this section.
(k) All Proposals submitted by the Contractor are valid for the duration of the Agreement.
c. Measurements to be Verified
Before ordering any material or doing any Work, the Contractor shall verify all measurements at the
site of a specific Job Order, and shall be responsible for the correctness of the measurements. No
extra charge or compensation will be allowed based on the difference between actual dimensions
and the measurements indicated in the Request for Proposal.
d. Contractor’s Responsibility
It is the Contractors’ responsibility to verify any and all such items prior to submission of the Job
Order Proposal. Contractors are also cautioned that any Job Order awarded is for all services or
Work, as necessary, to repair, and construct the facilities covered by the Agreement in accordance
with all Agreement terms and conditions. It shall also be the duty and responsibility of the Contractor
to manage and conduct the required Work in the most effective and efficient manner possible and
meet or exceed minimum critical rates or standards.
In addition, the County will not entertain claims for additional money, when such claim is based upon
a contention the Agreement fails to mention a specific item or component of facility covered by the
Job Order and the Work is required in the normal course of operations. For example, surfaced area
repair statements may not mention culverts. However, culverts are a normal component of roads,
streets, or erosion controls and are shown on plots or maps provided. As culverts are a normal
component of the system, the Contractor shall be responsible for providing all necessary repair, or
replacement Work or service.
e. Pre-Construction Conference
Before the issuance of the first Job Order under this Agreement, a conference will be conducted by
the County to acquaint the Contractor with County’s procedures that are to be observed during the
execution of the Work, and to develop mutual understanding relative to the administration of the
Agreement.
f. Computer and Communications Equipment Requirements
The Contractor shall maintain at its office for its use a computer with, at a minimum, a 1 GHz
processor and an internet connection. The Contractor shall maintain individual email accounts for
each of its project managers.
g. Job Order Contracting Software and License Fee JOC Software and System License
The County of Fresno selected The Gordian Group’s (Gordian) Job Order Contracting (JOC) system
Attachment A - Scope of Work
7
for their JOC program. The Gordian JOC SolutionTM includes Gordian’s proprietary eGordian®, JOC
Software, JOC applications, construction cost data, and Construction Task Catalog® which shall be
used by the Contractor solely for the purpose of fulfilling its obligations under this Agreement,
including the preparation and submission of Job Order Proposals, subcontractor lists, and other
requirements specified in the general conditions and as may be requested by the County of Fresno.
The Contractor shall be required to execute Gordian’s JOC System License and Fee Agreement,
and shall pay a 1% JOC System License Fee on all Work awarded to Contractor by the County for
access to the Gordian JOC SolutionTM.
NO HOSTAGE SITUATIONS
California Code of Regulations
Subject: Hostage Situations
Policy Number: 326.0
Page: 1 of 2
Date Originated: April 1, 2004
Date Revised: February 1, 2008
It is imperative for the safety and security of all persons within Juvenile Justice Campus (JJC) facilities,
as well as for those in the community, that minors are not allowed to leave the secure confines of the
facilities by the taking of a hostage(s). If successful in securing a release through these means minors
would be much more likely in the future to use this practice again in an attempt to escape the confines
of the facilities. This would put those visiting and working at the JJC at higher level of risk and would
jeopardize the safety of the community if the minor was in fact successful in securing his/her release.
The JJC is a “no-hostage” facility. This means that minors will not be released from custody under any
circumstances due to the taking of a hostage(s). Any staff person taken hostage, no matter what their
rank or status, immediately loses their authority and any orders issued by that person will not be followed.
I.HOSTAGE SITUATION PROCEDURES
A.If any minor(s) and/or other person(s) in the facility attempt to hold any person hostage, and
they do not respond to verbal commands to stop staff will immediately notify the Watch
Commander. He/she will respond to the location and assess the situation. If a hostage situation
is in progress the Watch Commander will:
1.Summon assistance from other officers as required.
2.Establish a secure perimeter around the hostage takers and allow no one to pass into it for
any reason without authorization. Risks should not be taken that might allow the taking of
additional hostages.
3.Evacuate all non-essential persons at the scene to a safe location or any housing pod that
is not directly involved in the incident.
4.Direct officers to place minors in uninvolved housing pods in their rooms and have them
remain there until directed otherwise. Minors outside of housing pods will remain in place
under officer supervision until it is safe to return to their respective housing pods or any
housing pod that is not directly involved in the incident.
5.Immediately notify the Director or the Probation Services Manager/Assistant Director in
his/her absence and confer with higher authority as to action to be taken. Administration
in turn will notify the Chief.
ATTACHMENT B
Page 1 of 2
B.The Fresno Sheriff’s Dispatch Center (488-3111) will be notified immediately and a request for
a trained hostage negotiator and other emergency personnel will be made as needed. Prior to
the arrival of the Sheriff Department’s hostage negotiator the Watch Commander will attempt
to ascertain:
1.The number and identity of both the hostages and hostage takers;
2.Any known weapons possessed by the hostage takers;
3.The demands of the hostage takers.
C.The Watch Commander will retain and direct departing custody officers, as well as, available
Probation peace officer staff to assist with security and safety needs, as necessary. Additional
Juvenile Correctional Officers should be called in as may be needed to insure the safe and
secure operation of the facility.
D.The Watch Commander will coordinate with the Sheriff’s Department all activities taken to
resolve the hostage situation, including the use of appropriate force, and will maintain control
of the facility until relieved of that duty by the presence of a Probation Services
Manager/Assistant Director, Director, or the Chief Probation Officer.
E.Once the hostage situation has been resolved the minors involved should be housed in the
most secure setting available and all appropriate charges should be filed.
F.Each officer and/or non-sworn staff member who was involved or observed the incident will
complete an incident report and if required, the appropriate critical incident evaluation report(s)
regarding the details of the incident prior to the end of his/her shift. (See Incident Report,
located in JAS Probation View, under “Word Templates”.)
G.The Watch Commander will prepare a Critical Incident Investigation Report, using the Critical
Incident Evaluation Report - Page 2 report form and the critical incident evaluation report(s)
completed by the reporting persons at the time of the incident.
II.PARENTAL AND MEDIA INFORMATION
A.Attempts will be made at the direction of Administration to reach the families of the hostages
to advise them of the situation. Notification will also be made to the parents of the hostage
takers as deemed appropriate.
B.All media inquiries will be referred to the Chief’s office per departmental policy.
III.SECURITY AND OPERATIONAL REVIEW
Once the incident has been resolved a team will be established to conduct a security and operational review of the incident.
The review will be conducted within 2 days of the resolution of the incident. The review team will be comprised of the
facility administrator and/or facility Director, Probation Services Manager/Assistant Director and Supervising Juvenile
Correctional Officers who are relevant to the incident. The team will review the circumstances leading up to the incident
and any necessary corrective action necessary to insure that such an incident does not repeat itself.
ATTACHMENT B
Page 2 of 2
FRESNO COUNTY SHERIFF’S OFFICE
JAIL DIVISION POLICIES AND PROCEDURES
TITLE: HOSTAGE SITUATIONS NO: B-130
FILE: HOSTAGE
Page 1 of 5
EFFECTIVE DATE: 12-18-89 REVISED: 08-06-90, 12-25-94, 05-06-96, 09-01-99,
12-01-10
AUTHORITY: Sheriff M. Mims APPROVED BY: Assistant Sheriff T. Gattie
REFERENCE: California Code of Regulations, Title 15, Section 1029(a)(7)(B) and
Penal Code Section 236.
PURPOSE:
The purpose of this policy is to establish procedures which provide for the resolution of a
hostage-taking incident while preserving the safety of staff, public, inmates, and hostages,
and maintaining facility security.
POLICY:
The Fresno County Sheriff's Office Jail Division maintains a NO HOSTAGE FACILITY and
will not consider bargaining with hostage takers for ANY reason.
It is the policy of the Fresno County Sheriff's Office Jail Division that once any staff
member is taken hostage, they immediately lose their authority and any orders issued by
that person will not be followed regardless of their rank or status.
It is the policy of the Fresno County Sheriff's Office Jail Division that the primary
responsibility of all staff members in a hostage situation is to protect every person involved,
if possible, from serious injury or death.
PROCEDURES:
I.DEFINITION
HOSTAGE SITUATION: any staff member, citizen or inmate held against their will
by another person f or the purpose of escape, monetary gain or any reason
which may place an individual in danger of losing life or suffering serious injury.
II.NOTIFICATIONS, CONTAINMENT AND CONTROL OF THE SITUATION
Attachment C
FRESNO COUNTY SHERIFF’S OFFICE
JAIL DIVISION POLICIES AND PROCEDURES
TITLE: HOSTAGE SITUATIONS NO: B-130
FILE: HOSTAGE
Page 2 of 5
A.Emergency procedures and notifications shall be imp lemented as per
Emergency Planning procedures (B-101/FILE: EMERGENCY).
B.The Watch Commander will notify the Patrol Watch Commander and
apprise them of the incident. The Patrol Watch Commander may be
requested to activate the Crisis Negotiations Team (CNT), outside support
agencies, equipment, personnel, and dispatch a detective to the scene for
the crime report.
III.DURING NEGOTIATIONS
A.While at the scene, the CNT members will conduct all verbal or written
communications between the hostage taker(s) and the Incident
Commander. CNT will immediately notify the Incident Commander of any
changes in the following situations:
1.Hostage status
2.Incident changes and developments
3.Hostage taker demands
4.Any and all pertinent information conce rning the incident
B.Staff members at the scene not actively involved with negotiations will not
act or speak out to the hostage taker(s) or hostages.
C.The Tactical Commander will formulate a plan to take the necessary
actions, using the appropriate f orce, to terminate the hostage situation in the
event negotiations fail. Hostage safety will be of paramount concern.
IV.HOSTAGE SURVIVAL STRATEGIES
A.If taken hostage, it is important to make the transition from being a victim to
being a survivor. The following are not strict rules that must be rigidly
followed, but rather general guidelines. There will always be exceptions.
1.Regain/maintain composure. Try to be calm, focused and clear-headed
Attachment C
FRESNO COUNTY SHERIFF’S OFFICE
JAIL DIVISION POLICIES AND PROCEDURES
TITLE: HOSTAGE SITUATIONS NO: B-130
FILE: HOSTAGE
Page 3 of 5
at all times. Do not stand out from other hostages. Drawing
unnecessary attention increases the chance of being singled out and
victimized.
2.Maintain a low-key, unprovocative posture. Overt resistance is usually
counterproductive in a hostage situation.
a.Remain calm and follow instructions. Comply with the hostage
takers when at all possible.
b.Be stoic. Maintain an outward face of acceptance of adversity with
dignity. Avoid open displays of cowardice and fear. Inmates will
view frailty and feebleness as weakness, which may lead to
victimization.
c.Do not antagonize, threaten or aggravate the hostage takers. Avoid
saying “no”, or arguing with the hostage takers. Do not act
authoritative. The hostage takers must make it known that they are
in charge.
d.Eye contact may be regarded as a challenge; make eye contact with
the hostage takers sparingly.
e.Fight off basic instincts, such as anger and hostility. Be polite and
remain alert. Speak normally and don’t complain.
3.Hostages should try to establish a level of rapport or communication
with their captors in attempt to get the captors to recognize them as
human beings.
a.Find a mutual ground, an association with the hostage taker s.
Foster communication on non-threatening topics (e.g., family,
hobbies, sports, interests).
b.Use the captors’ first names, if known. However, if hostage takers
are attempting to conceal their identity, do not give any indication
that they are recognized.
c.Listen actively to the captors’ feelings and concerns, but never
praise, participate in, or debate their "cause”. If they want to talk
about their cause, act interested in their viewpoints. Avoid being
overly solicitous, which may be viewed as patronizing or insincere.
d.Do not befriend the inmates; such an attempt will likely result in
Attachment C
FRESNO COUNTY SHERIFF’S OFFICE
JAIL DIVISION POLICIES AND PROCEDURES
TITLE: HOSTAGE SITUATIONS NO: B-130
FILE: HOSTAGE
Page 4 of 5
exploitation.
e.Try asking for items that will increase personal comfort. Make
requests in a reasonable, low-key manner.
4.Be prepared to be isolated and disoriented.
a.Do not talk to other hostages. The hostage takers may think a plot
is being formed.
b.Develop mind games to stimulate thinking and maintain mental
alertness.
5.Be tolerant of fellow hostages. Just as each person has different
reactions to stress, each individual will have different methods of coping
as a hostage. Some methods are not effective and may endanger the
group, or be annoying to other hostages (e.g., constant talking). Try to
help these people cope in other ways.
6.Gather intelligence. Hostages should take in and store as much detail,
about their captors as possible without drawing attention to their
efforts. Make mental notes and attempt to gather the following
information: identification of the ring leader, the number of hostage
takers, the type of weapons they are using, their tactics, location within
the area, etc.
7.Maintain hope. Depending on the circumstances, resolution of hostage
situations can be a lengthy process.
B.Stay away from doors and windows through which rescue teams may enter
or shoot. If a rescue is attempted, drop to the floor and keep hands in view.
C.If there is a chance to escape, the hostage should be certain of their
success.
1.Balance the likely payoff of any behavior with the possible
consequences. Hostage takers may use violence or death to teach a
lesson.
2.Realize that Central Control will not open any doors for anyone.
D.Hostages should be aware of the “Stockholm Syndrome”, whereby hostages
Attachment C
FRESNO COUNTY SHERIFF’S OFFICE
JAIL DIVISION POLICIES AND PROCEDURES
TITLE: HOSTAGE SITUATIONS NO: B-130
FILE: HOSTAGE
Page 5 of 5
begin to show sympathy toward their captors. Hostages who develop
Stockholm Syndrome often view the captor as giving life by simply not
taking it. Such hostages often misinterpret a lack of abuse as kindness and
may develop feelings of appreciation for th e perceived benevolence.
Attachment C
THE PRISON RAPE ELIMINATION (PREA) ACT
All bidders must comply with the Prison Rape Elimination (PREA) Act as stated below:
“CONTRACTOR shall comply with all Prison Rape Elimination (PREA) Act standards for juvenile correctional
facilities. Training will be provided by Probation at no charge to CONTRACTOR.” “CONTRACTOR will ensure
that all staff assigned to work at the Juvenile Justice Campus (JJC) undergo a pre-employment Live Scan and
criminal background security clearance by the Probation Department at no charge to CONTRACTOR. No
alcoholic beverages/drugs will be brought into any facility. Nor will anyone under the influence of alcoholic
beverages or drugs be allowed inside. In the event of any disturbance inside the facilities, the
CONTRACTOR’S employees will immediately follow the orders of the Facility Administrator or his/her
designees.
CONTRACTOR shall comply with all Probation Department Policies and Procedures. In the event of a dispute
involving COUNTY staff and the contract employee, the on-duty Facility Administrator will have the final
decision.” INFORMATION ON THE PRISON RAPE ELIMINATION ACT CAN BE FOUND HERE:
http://www.prearesourcecenter.org/
ATTACHMENT D
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BACKGROUND INVESTIGATIONS AND
IDENTIFICATION (ID) BADGES
Background Investigations
Prior to the beginning of any services, one (1) background check may be required for every member of
the Contractor’s personnel providing services to a building location for the life of the agreement. The
background check may be required before access is given to any County facility/property. Clearance will
only be granted after a successful background check, completed by the County of Fresno Sheriff’s
Department. Background checks provided by any agency other than the County of Fresno Sheriff’s
Department will not be accepted.
The current cost of a background check is $52 per person. This cost will be incurred by the successful
Bidder. One check covering the cost of background checks for all employees shall be made payable to:
Sheriff, County of Fresno. The successful bidder will be notified regarding the result of background
checks. Those that are accepted will report to County of Fresno Security to have their photo taken and ID
badge issued.
Background checks are done on a first-come, first serve basis between the hours of 7:00 a.m and 12:00
noon. Monday through Friday. The process takes approximately 20 minutes time. The amount of time it
takes to receive the result of background checks varies from one day to a month (or longer), dependent
upon the individual’s history.
Individuals who are cleared through this process are entered into the Department of Justice database.
Their records are flagged and the County of Fresno Sheriff’s Department is notified if the person is ever
arrested in the future.
When required by County, applicants’ background checks must be approved prior to entering any County
facility. Approval will not be granted to any individual possessing any of the following circumstances:
1.They have been convicted of a felony, or any crime involving moral turpitude, or carrying or
possessing a dangerous weapon.
2.They have ever been charged with a felony or are currently under investigation for a felony.
3.They are charged with or convicted of any crime committed in or at a correctional institution.
4.They are currently on parole or probation or are a sentenced inmate at any correctional facility.
5.They have been refused a license as a private investigator or had such license revoked.
6.They have fraudulently represented themselves, their credentials, their employment or their
criminal or arrest record on their application.
7.Make omissions or false statements on their application.
8.They have no valid reason for entering a facility.
9.Their admission into a facility could represents a threat to security, staff or inmate safety.
10.Further information regarding the criteria for background check clearance, including an appeal for
process for someone who may be denied clearance is available upon request.
ATTACHMENT E
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Identification (ID) Badges
The successful bidder’s employees will be issued a badge that must be worn and be visible at all times
during performance of work in any County building to identify the wearer as an individual who is authorized
to enter County facilities.
1.ID badges will be given only after successfully completing the background investigation. ID badges
will be issued when the photo is taken. If electronic access to any County facility is required,
activation of the badge may take an additional 48 hours to complete.
2.The successful Bidder shall pay $11.99 per individual badge by submitting one check covering the
cost for all the Bidder’s employees made payable to: County of Fresno, Security.
3.Costs for ID badges are established by County Auditor and fluctuate annually, therefore the cost of
obtaining a new ID badge for a Bidder’s new employee may not remain the same throughout the
contract term.
4.The wearer will not escort or bring any other individuals into any County facilities. County issued ID
badges are for the exclusive use of the individual named and pictured on the badge.
5.All ID badges will remain the property of the County and are returnable upon demand or upon the
expiration of the contract. The successful Bidder will be responsible for collecting all ID badges
issued and turning them in to the County Security Office when a contract ends or when an employee
leaves employment. The Bidder will assumes all responsibility for their employee’s use of and the
return of the County ID badges.
6.The ID badges will only be issued to individuals passing the Background check. Each individual will
need to present themselves in person with a valid, clean, and legible copy of a Driver’s license or
State issued Identification Card to receive an ID badge.
ATTACHMENT E
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SELF-DEALING TRANSACTION DISCLOSURE FORM
In order to conduct business with the County of Fresno (hereinafter referred to as “County”),
members of a contractor’s board of directors (hereinafter referred to as “County Contractor”),
must disclose any self-dealing transactions that they are a party t o while providing goods,
performing services, or both for the County. A self-dealing transaction is defined below:
“A self-dealing transaction means a transaction to which the corporation is a party and in
which one or more of its directors has a material financial interest”
The definition above will be utilized for purposes of completing this disclosure form.
INSTRUCTIONS
(1)Enter board member’s name, job title (if applicable), and date this disclosure is being
made.
(2)Enter the board member’s company/agency name and address.
(3)Describe in detail the nature of the self -dealing transaction that is being disclosed to
the County. At a minimum, include a description of the following:
a.The name of the agency/company with which the corporation has the
transaction; and
b.The nature of the material financial interest in the Corporation’s transaction that
the board member has.
(4)Describe in detail why the self -dealing transaction is appropriate based on applicable
provisions of the Corporations Code.
(5)Form must be signed by the board member that is involved in the self -dealing
transaction described in Sections (3) and (4).
Page 1 of 2
Attachment F
(1) Company Board Member Information:
Date:
(2) Company/Agency Name and Address:
(3) Disclosure (Please describe the nature of the self-dealing transaction you are a party to):
(4) Explain why this self-dealing transaction is consistent with the requirements of Corporations Code 5233
(a):
(5) Authorized Signature
Signature: Date:
Page 2 of 2
Attachment F