HomeMy WebLinkAboutAgreement A-22-277with Quincon.pdf Agreement No. 22-277
1 AGREEMENT
2 THIS AGREEMENT FOR JOB ORDER CONTRACTING ("Agreement") is made and entered
3 into this 21st day of June , 2022 ("Effective Date"), by and between the County of Fresno, a political
4 subdivision of the State of California ("COUNTY'), and Quincon, Inc, a California Corporation, whose
5 address is 200 South 13' Street, Suite 101, Grover Beach, CA 93433 ("CONTRACTOR"). COUNTY
6 and CONTRACTOR may be referred to as a "Party" or collectively as "Parties" in this Agreement.
7 WITNESSETH
8 WHEREAS, Public Contract Code section 20128.5 authorizes a board of supervisors to award
9 annual contracts for repair, remodeling, or other repetitive work to be done according to unit prices, to
10 the lowest responsible bidder, based on plans and specifications for typical work;
11 WHEREAS, COUNTY has a need for mechanical repair, remodeling, or other repetitive services
12 to be performed pursuant to an annual contract;
13 WHEREAS, CONTRACTOR is qualified and willing to perform said services; and
14 WHEREAS, COUNTY desires to engage CONTRACTOR to perform mechanical repair,
15 remodeling, or repetitive work according to unit prices on an annual basis pursuant to the terms of this
16 Agreement.
17 NOW, THEREFORE, in consideration of their mutual covenants and conditions, the Parties
18 agree as follows:
19 SECTION 1. DEFINITIONS
20 A. COUNTY - The County of Fresno, State of California, as represented by the Fresno County
21 Board of Supervisors.
22 B. Director- The Director of Department of Internal Services, County of Fresno, acting either
23 directly or through properly authorized agents, such agents acting within the scope of the
24 particular duties entrusted to them, which ever department issues the Notice to Proceed to
25 CONTRACTOR.
26
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1 C. Architect or Engineer- The Director of Department of Internal Services and his/her
2 authorized agents as defined in Section 1(B), which may include a duly licensed Architect or
3 Engineer providing consultant services in accordance with an agreement with the County.
4 D. Contractor-When used in the Scope of Services, refers to: person, persons, entity, co-
5 partnership: or corporation so named in Agreement; when used in the body of the Agreement
6 Documents, refers to CONTRACTOR for that specific work, whether it be the General
7 Contractor, Sub-Contractor, or other Contractor.
8 E. Sub-Contractor-Person, persons, entity, co-partnership or corporation having direct
9 contract with Contractor.
10 F. Adjustment Factor- CONTRACTOR's competitively bid price adjustment to the Unit Prices
11 published in the Construction Task Catalog®.
12 G. Construction Task Catalog®(CTC) -A comprehensive listing of specific construction
13 related tasks identified by COUNTY, together with a specified unit of measurement and Unit
14 Price.
15 H. Agreement Documents - All Job Orders issued under the Agreement; all amendments,
16 modifications, or revisions to the Agreement; surety bonds; certificates of insurance; County
17 notification to CONTRACTOR that Work is needed; County Requests for Job Order
18 Proposals; and any design drawings provided by COUNTY with the Job Orders.
19 I. Final Completion of the Job Order- The last date on which all of the following events have
20 occurred: COUNTY has determined that all Punch List Work and any other remaining Work
21 have been completed in accordance with the Agreement Documents; final inspections have
22 been completed, and all operations systems and equipment testing have been completed;
23 the issuance of final occupancy certifications (if any); all deliverables have been provided to
24 COUNTY, and all contractual requirements for final payment have been completed.
25 J. Job Order Contract (JOC) - This Agreement, which is a competitively bid, firm fixed-price,
26 indefinite-quantity contract for accomplishing construction and construction-related services.
27 Work is accomplished through the issuance of individual Job Orders. Each Job Order issued
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1 under the Agreement shall be a firm fixed priced for accomplishing a specific construction
2 task or Project.
3 K. Key Personnel - Those job titles, and the persons assigned to the following positions or their
4 equivalents: Senior Project Manager, Project Manager, Estimator, Scheduler, and
5 Superintendent.
6 L. Non Pre-priced (NPP) Tasks - The units of Work that are not included in the Construction
7 Task Catalog®, but are required by the Detailed Scope of Work.
8 M. Normal Working Hours - Between the hours of 7:00 AM to 5:00 PM, Monday through
9 Friday, inclusive. Saturdays, Sundays, and County holidays are excluded.
10 N. Notice of Completion -A form issued by COUNTY indicating that the Work is complete, and
11 fixing the date of completion. The form is signed by COUNTY, and filed with the County
12 Recorder. COUNTY, at its sole discretion, may elect not to issue a Notice of Completion on
13 any individual Job Order.
14 O. Notice to Proceed - Written authorization from COUNTY for CONTRACTOR to commence a
15 Job Order.
16 P. Other than Normal Working Hours - Work done between the hours of 5:00 PM to 7:00 AM,
17 on weekdays, and any times during Saturday, Sunday, and County holidays.
18 Q. Plans - The drawings, sketches, illustrations, specifications, or other pertinent information
19 included on or attached to the Job Order.
20 R. Pre-priced Task—An item of work included in the Construction Task Catalog®for which a
21 unit price is given.
22 S. Project - Collectively, the improvements to be constructed by CONTRACTOR pursuant to
23 one or more Job Orders.
24 T. Job Order Price Proposal —A price proposal prepared by CONTRACTOR that includes the
25 Pre-priced Tasks, Non Pre-priced Tasks, quantities, and appropriate Adjustment Factors
26 required to complete the Detailed Scope of Work.
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1 U. Job Order Proposal - CONTRACTOR's irrevocable offer to perform Work associated with a
2 Job Order, which refers to a CONTRACTOR-prepared document quoting a firm fixed Job
3 Order Price and schedule for the completion of a specific Detailed Scope of Work.
4 CONTRACTOR's Job Order Proposal must be on forms provided by COUNTY, and in an
5 electronic version compatible with COUNTY's systems. The Job Order Proposal may also
6 contain approved drawings, work schedule, permits, or other such documentation as
7 COUNTY might require for a specific Job Order.
8 V. Job Order Price—The value of the approved Job Order Price Proposal and the lump sum
9 amount CONTRACTOR will be paid for completing a Job Order.
10 W. Job Order Completion Time — The time within which CONTRACTOR must complete the
11 Detailed Scope of Work, as defined herein.
12 X. Joint Scope Meeting —A site meeting to discuss the work before the Detailed Scope of
13 Work is finalized.
14 Y. Punch List Work - A compilation of minor items that have not been completed in accordance
15 with an individual Job Order and the Agreement Documents. Whether an item is Punch List
16 Work or necessary for completion shall be determined in the sole discretion of COUNTY.
17 Z. Request for Job Order Proposal (RFJOP) - COUNTY's written request to CONTRACTOR
18 for a Job Order Proposal for the Detailed Scope of Work, as defined herein, referenced in a
19 specific Job Order.
20 AA. Detailed Scope of Work (DSOW) - The complete description of services to be provided by
21 CONTRACTOR under an individual Job Order.
22 BB. Job Order- The documents that indicate the Work to be accomplished under this
23 Agreement. COUNTY will be responsible for the development of the Job Order, as well as
24 the inspection and acceptance of the Work contained within the Job Order. COUNTY will
25 review CONTRACTOR's Proposal, and if acceptable, shall issue a Job Order for the Work
26 described therein. Each Job Order shall include a Detailed Scope of Work, a lump sum, firm
27 fixed Job Order Price Proposal from CONTRACTOR based upon the Construction Task
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1 Catalog® or NPP Task formula in Section (b) of Attachment A, whichever is applicable, time
2 for completion of the Work, and any special conditions that might apply to that specific Job
3 Order, such as Liquidated Damages. COUNTY also reserves the right to issue a Job Order to
4 the Contractor for a Job Order Price Proposal that is generated by COUNTY, which in the
5 opinion of COUNTY, best represents the DSOW for such project.
6 CC. Unit Price - The price published in the Construction Task Catalog®for a specific
7 construction or construction-related task. The Unit Prices are fixed for the duration of the
8 Agreement. Each Unit Price is comprised of the labor, equipment, and materials costs to
9 accomplish that specific task.
10 DD. Work - CONTRACTOR's furnishing of all labor, materials, equipment, and other incidentals
11 necessary or convenient to the completion of an individual Job Order.
12 EE. Technical Specifications - The written requirements for materials, equipment, systems,
13 standards, and workmanship for the work, and performance of related services.
14
15 SECTION 2. OBLIGATIONS OF THE COUNTY
16 A. The Work to be performed pursuant to this Agreement includes a comprehensive listing of
17 detailed repair, remodeling, and other repetitive tasks and specifications that have pre-
18 established units of measure and unit prices listed in The Gordian Group, Inc.'s proprietary
19 Construction Task Catalog®. The Work performed under this Agreement shall be carried out
20 pursuant to individual tasks or job orders, and shall involve repair, remodeling, or other
21 repetitive work for public buildings, streets, utilities, and other public works ("Job Order(s)").
22 B. The obligations of all Parties shall be as set forth in this Agreement, and detailed in the
23 Scope of Work, attached as Attachment A, and incorporated by this reference.
24 C. COUNTY shall identify projects, as well as COUNTY's intended results for each project, and
25 may, at COUNTY's discretion, work with CONTRACTOR to develop a scope and
26 specifications.
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1 D. COUNTY shall issue a Notice to Proceed for each Job Order, and shall issue any required
2 subsequent Job Orders for each project.
3 E. COUNTY shall provide inspection and written acceptance of the Work.
4 F. COUNTY shall provide a County representative ("County Representative") to represent
5 COUNTY, who will work with CONTRACTOR to carry out CONTRACTOR's obligations
6 under this Agreement. The County Representative will be COUNTY's Facilities Division
7 Manager, and/or his or her designees. CONTRACTOR shall provide a contact person to the
8 County Representative upon execution of this Agreement, and is responsible for informing
9 COUNTY as changes in personnel occur.
10
11 SECTION 3. OBLIGATIONS OF CONTRACTOR
12 A. CONTRACTOR shall comply with all applicable Federal, State, County, and City regulations
13 regarding wages, hours, and working conditions.
14 B. CONTRACTOR agrees to furnish all labor and materials, including tools, implements, and
15 appliances required, and to perform all the Work in a good and workmanlike manner, free
16 from any and all liens and claims of mechanics, material-men, subcontractors, artisans,
17 machinists, teamsters, day-men, and laborers required for completing specific Job Orders,
18 as directed by COUNTY.
19 C. CONTRACTOR shall bind every subcontractor to the terms of this Agreement to carry out its
20 provisions insofar as applicable to their work, and CONTRACTOR further agrees to pay to
21 each subcontractor his/her or their due portion promptly upon issuance of certificate of
22 payment.
23 1. Neither the acceptance of the name of a subcontractor, the suggestion of such
24 name, any other act of the COUNTY, nor anything contained in the Agreement, shall
25 be construed as creating any contractual relationship between COUNTY and any
26 subcontractor.
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1 2. COUNTY reserves the right to reject any proposed subcontractor, installer, or
2 supplier who cannot show satisfactory evidence of meeting the qualifications
3 required by this Agreement. In the event of such rejection, CONTRACTOR shall,
4 within the time frame listed for submittal of revised Proposals, submit the name and
5 qualifications of a replacement subcontractor, installer, or supplier satisfactory to
6 COUNTY. Such replacement submittal shall be in accordance with this Agreement.
7 No adjustment of a Job Order price proposal shall be made in the event of such
8 replacement.
9 3. This Agreement is subject to nondiscrimination requirements, including, but not
10 limited to, compliance by CONTRACTOR and its subcontractors with the provisions
11 of Government Code section 12940.
12 4. When an individual Job Order utilizes Federal Funds, and CONTRACTOR elects to
13 require Disadvantaged Business Enterprise (DBE) participation, CONTRACTOR
14 shall follow the Federal Good Faith Effort requirements for inclusion of DBE
15 Subcontractors and suppliers.
16 D. In accordance with Labor Code section 1770, et seq., the Director of the Department of
17 Industrial Relations of the State of California has determined the general prevailing wage
18 rates and employer payments for health and welfare, pension, vacation, travel time and
19 subsistence pay as provided for in Section 1773.1, apprenticeship or other training
20 programs authorized by Section 3093, and similar purposes applicable to the work to be
21 done.
22 Information pertaining to applicable Prevailing Wage Rates may be found on the website
23 for the State of California — Department of Industrial Relations:
24 http://www.dir.ca.gov/oprl/PWD/index.htm.
25 Information pertaining to applicable prevailing wage rates for apprentices may be found
26 on the website for the State of California — Department of Industrial Relations:
27 http://www.dir.ca.gov/oprl/pwappwage/PWAppWageStart.aSD.
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1 It shall be mandatory upon CONTRACTOR and upon any subcontractor to pay not less
2 than the prevailing wage rates, including overtime and holiday rates, to all workers, laborers,
3 or mechanics employed on this public work project, including those workers employed as
4 apprentices. Further, CONTRACTOR and each subcontractor shall comply with Labor Code
5 sections 1777.5 and 1777.6 concerning the employment of apprentices. A copy of the
6 above-mentioned prevailing wage rates shall be posted by CONTRACTOR at the job site
7 where it will be available to any interested party.
8 CONTRACTOR shall comply with Labor Code section 1775, and shall forfeit as a
9 penalty to COUNTY Two Hundred Dollars ($200.00) for each calendar day or portions
10 thereof, for each worker paid less than the prevailing wage rates for the work or craft in
11 which the worker is employed for any work done under this project by CONTRACTOR or by
12 any subcontractor under CONTRACTOR in violation of Labor Code section 1770, et seq. In
13 addition to the penalty, the difference between the prevailing wage rates and amount paid to
14 each worker for each calendar day or portion thereof for which each worker was paid less
15 than the prevailing wage rate shall be paid to each worker by CONTRACTOR or
16 subcontractor.
17 CONTRACTOR and each of its subcontractors shall keep a log showing the name,
18 address, social security number, work classification, straight time and overtime hours
19 worked each day and week, and the actual per diem wages paid to each journeyman,
20 apprentice, worker, or other employee employed by him or her in connection with this public
21 work project. In accordance with Labor Code section 1776, each payroll record shall be
22 certified and verified by a written declaration under penalty of perjury stating that the
23 information within the payroll record is true and correct, and that CONTRACTOR or
24 subcontractor has complied with the requirements of Labor Code sections 1771, 1811 and
25 1815 for any work performed by its employees on this public work project. These records
26 shall be open at all reasonable hours to inspection by COUNTY, its officers, and agents, and
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1 to the representatives of the State of California — Department of Industrial Relations,
2 including but not limited to the Division of Labor Standards Enforcement.
3 E. CONTRACTOR shall use The Gordian Group, Inc.'s Job Order Contracting System for its
4 JOC program. The Gordian Group, Inc.'s Job Order Contracting System includes proprietary
5 JOC applications that shall be used by Contractor to prepare and submit JOC proposals,
6 subcontractor lists, and other requirements as specified by COUNTY. CONTRACTOR shall
7 be assessed a contractor license fee by The Gordian Group, Inc. of one percent (1%) of the
8 value of construction of each project awarded by COUNTY ("Contractor License Fee"). Such
9 Contractor License Fee shall be billable by The Gordian Group, Inc., and is payable to The
10 Gordian Group, Inc.
11 F. SUPERVISION PROCEDURES
12 1. CONTRACTOR shall give efficient supervision to the Work, using skill and diligence
13 for which CONTRACTOR is compensated in the Agreement Adjustment Factors.
14 CONTRACTOR shall carefully inspect the site, and study and compare all
15 Agreement Documents and other instructions, as ignorance of any phase of any of
16 the features or conditions affecting the Agreement shall not excuse CONTRACTOR
17 from carrying out its provisions to its full intent.
18 2. CONTRACTOR shall employ a competent superintendent and necessary assistants
19 who shall attend the project site during the progress of the Work. The superintendent
20 shall represent CONTRACTOR, and all communications given to the superintendent
21 shall be as binding as if given to CONTRACTOR. CONTRACTOR shall identify in
22 writing the name and experience of the Superintendent for County review.
23 CONTRACTOR's superintendent shall not manage more than four (4) projects that
24 are in construction at any one time.
25 3. CONTRACTOR shall be responsible to COUNTY for the acts and omissions of
26 his/her employees, subcontractors and their agents and employees, and other
27 persons performing any of the Work under a contract with CONTRACTOR.
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1 4. CONTRACTOR shall at all times enforce strict discipline and good order among
2 CONTRACTOR's employees and agents, and shall not employ on the Work any unfit
3 person or anyone not skilled in that person's task.
4 5. CONTRACTOR shall not be relieved from CONTRACTOR's obligations to perform
5 the Work in accordance with the Agreement Documents, either by the activities or
6 duties of the Director in his/her administration of the Agreement, or by inspections,
7 tests or approvals required or performed by persons other than CONTRACTOR.
8 G. CONSTRUCTION PROCEDURES
9 1. Means and Methods - CONTRACTOR shall be solely responsible for, and control of
10 construction means, methods, techniques, sequences, and procedures for all the
11 Work of this Agreement. Additionally, CONTRACTOR shall be responsible for safety
12 precautions and programs in connection with the Work. CONTRACTOR shall be
13 accountable for all acts of omissions of his/her employees, subcontractors, or any of
14 their agents and employees, or any other persons performing any of the Work of this
15 Agreement.
16 2. Progress Schedule - CONTRACTOR, immediately after being awarded a Job Order,
17 shall update the schedule submitted as part of the Proposal, and submit for
18 COUNTY's information an estimated progress schedule.
19 3. Laws of City, County and State - CONTRACTOR must comply with all rules,
20 regulations, and ordinances of the City and County in which the work is being done,
21 and all Local, State, and Federal laws pertaining to the work.
22 4. Safeguards -CONTRACTOR shall provide, in conformity with all state and local laws,
23 codes, and ordinances, and as may be required, such temporary walls, fences,
24 guard-rails, barricades, lights, danger signs, and enclosures, and shall maintain such
25 safeguards until all Work is completed.
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1 5. When COUNTY furnishes equipment or materials to CONTRACTOR for use or
2 inclusion in the Work, CONTRACTOR's responsibility for all such equipment and
3 materials shall be the same as for materials furnished by CONTRACTOR.
4 6. Housekeeping - CONTRACTOR shall keep the premises free of excess accumulated
5 debris, and clean up as required, and as directed by the Engineer. At completion of
6 Work, all debris shall be removed from the site.
7 7. CONTRACTOR's Right to Stop Work or Terminate Agreement— If, through no fault
8 of CONTRACTOR or of anyone employed by CONTRACTOR (1) the Work is
9 stopped by order of any court or governmental authority, or (2) COUNTY fails to
10 issue any certificate for payment within forty-five days after it is due, or (3) COUNTY
11 fails to pay CONTRACTOR within forty-five days after its presentation, any sum
12 certified by COUNTY, then CONTRACTOR may, upon ten days' written notice to
13 COUNTY, stop Work or terminate the Agreement.
14 8. Hazardous Substances - With the invoice, or within twenty-five (25) days of delivery,
15 CONTRACTOR must provide to COUNTY a Material Safety Data Sheet for any
16 product used by CONTRACTOR, which contains any substance on "The List of 800
17 Hazardous Substances", published by the State Director of Industrial Relations. (See
18 Hazardous Substances Information and Training Act, California State Labor Code
19 Sections 6360 through 6399.7)
20 9. Recycled Products/Materials — CONTRACTOR is encouraged to provide recycled or
21 recyclable products/materials which meet stated specifications per Job Order.
22 H. Confidentiality—
23 1. All services performed by CONTRACTOR shall be in strict conformance with all
24 applicable Federal, State of California, and/or local laws and regulations relating to
25 confidentiality, including but not limited to, California Civil Code, California Welfare
26 and Institutions Code, California Health and Safety Code, California Code of
27 Regulations, and the Code of Federal Regulations.
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1 2. CONTRACTOR shall submit to County's monitoring of said compliance.
2
3 3. CONTRACTOR may be a business associate of County, as that term is defined in
4 the "Privacy Rule" enacted by the Health Insurance Portability and Accountability Act
5 of 1996 (HIPAA). As a HIPAA Business Associate, CONTRACTOR may use or
6 disclose protected health information ("PHI") to perform functions, activities or
7 services for or on behalf of County as specified by COUNTY, provided that such use
8 or disclosure shall not violate HIPAA and its implementing regulations. The uses and
9 disclosures if PHI may not be more expansive than those applicable to County, as
10 the "Covered Entity" under HIPAA's Privacy Rule, except as authorized for
11 management, administrative, or legal responsibilities of the Business Associate.
12 4. CONTRACTOR shall not use or further disclose PHI other than as permitted or
13 required by COUNTY, or as required by law without written notice to COUNTY.
14 5. CONTRACTOR shall ensure that any agent, including any subcontractor, to which
15 CONTRACTOR provides PHI received from, or created or received by the
16 CONTRACTOR on behalf of County, shall comply with the same restrictions and
17 conditions with respect to such information.
18 I. Patent Indemnity - CONTRACTOR shall hold COUNTY, its officers, agents, and
19 employees, harmless from liability of any nature or kind, including costs and expenses
20 (including attorney's fees and costs), for infringement or use of any copyrighted or
21 uncopyrighted composition, secret process, patented or unpatented invention, article or
22 appliance furnished or used in connection with this Agreement.
23 J. Data Security—
24 1. CONTRACTOR shall employ adequate controls and data security measures, both
25 internally and externally, to ensure and protect the confidential information and/or
26 data provided to CONTRACTOR by COUNTY, preventing the potential loss,
27 misappropriation, or inadvertent access, viewing, use or disclosure of COUNTY data,
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1 including sensitive or personal client information; abuse of COUNTY resources;
2 and/or disruption to COUNTY operations.
3 2. Individuals and/or agencies may not connect to or use COUNTY networks/systems
4 via personally owned mobile, wireless, or handheld devices unless authorized by
5 COUNTY for telecommuting purposes and provide a secure connection; up-to-date
6 virus protection and mobile devices must have the remote wipe feature enabled.
7 Computers or computer peripherals including mobile storage devices may not be
8 used (COUNTY or CONTRACTOR device) or brought in for use into COUNTY's
9 system(s) without prior authorization from COUNTY's Chief Information Officer
10 and/or designee(s).
11 3. No storage of COUNTY's private, confidential, or sensitive data on any hard-disk
12 drive, portable storage device or remote storage installation, unless encrypted
13 according to advance encryption standards (AES of 128 bit or higher).
14 4. COUNTY will immediately be notified of any violations, breaches, or potential
15 breaches of security related to COUNTY's confidential information, data, and/or data
16 processing equipment which stores or processes COUNTY data, internally or
17 externally.
18 5. COUNTY shall provide oversight to CONTRACTOR's response to all incidents
19 arising from a possible breach of security related to COUNTY's confidential client
20 information. CONTRACTOR shall issue any notification to affected individuals as
21 required by law, or as deemed necessary by COUNTY, in its sole discretion.
22 CONTRACTOR will be responsible for all costs incurred as a result of providing the
23 required notification.
24 K. CONTRACTOR warrants on behalf of itself and all subcontractors engaged for the
25 performance of this Agreement that only persons authorized to work in the United States
26 pursuant to the Immigration Reform and Control Act of 1986 and other applicable laws shall
27 be employed in the performance of the Work.
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1
2 SECTION 4. TERM
3 The term of this Agreement is from June 21, 2022 through June 20, 2023, or when all issued Job
4 Orders totaling the Maximum Agreement Value, as defined in Section 5, herein, have been completed,
5 whichever occurs first. All Job Orders must be issued, but not necessarily completed, within one (1)
6 calendar year of the Effective Date of this Agreement. All Job Orders for which a Notice to Proceed is
7 issued by COUNTY during the term of this Agreement shall be valid and in effect, notwithstanding that
8 the Detailed Scope of Work may be performed, payments may be made, and the guarantee period may
9 continue, after the Agreement term has expired. All terms and conditions of the Agreement apply to
10 each Job Order.
11
12 SECTION 5. COMPENSATION
13 COUNTY agrees to pay CONTRACTOR, and CONTRACTOR agrees to receive compensation
14 for each Job Order in accordance with CONTRACTOR's Adjustment Factors stated on the Bid
15 Schedule set forth in CONTRACTOR'S Response to the RFQ, which are as follows:
16 General Facilities 1.1000
17 Normal Working Hours Adjustment Factor
General Facilities 1.1005
18 Other than Normal Working Hours Adjustment Factor
Secured Facilities 1.1005
19 Normal Working Hours Adjustment Factor
20 Secured Facilities 1.1005
21 Other than Normal Working Hours Adjustment Factor
22 The total compensation paid for all Job Orders ("Maximum Agreement Value") performed by
23 CONTRACTOR during the one-year term of this Agreement shall not exceed two million dollars
24
($2,000,000). There is no Minimum Contract Value. Any increase in the Maximum Agreement Value
25 shall only be by amendment to this Agreement, pursuant to Section 41.
26 At no time shall the total sum of the outstanding Job Orders exceed the amount of
27 CONTRACTOR'S Payment Bond and Performance Bond. A Job Order is outstanding until COUNTY
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1 has accepted the Work described in the Job Order by execution of a written notice of completion.
2 CONTRACTOR shall not be issued Job Orders with compensation amounts that in total exceed the
3 Maximum Agreement Value. COUNTY makes no guarantee that CONTRACTOR will receive Job
4 Orders totaling the Maximum Agreement Value. CONTRACTOR shall submit monthly invoices per Job
5 Order, as described in Section 6, below.
6 In no event shall compensation paid for services performed under this Agreement exceed the
7 Maximum Agreement Value during the term of this Agreement. All expenses incidental to
8 CONTRACTOR'S performance of services under this Agreement shall be borne by CONTRACTOR.
9 SECTION 6. INVOICING / PAYMENTS
10 Payments shall be made for inspected and approved Work only. If an individual Job Order
11 requires 45 days or less for completion, COUNTY will normally make one payment to CONTRACTOR
12 after the Notice of Completion, if required by COUNTY, and retention shall be paid after final
13 acceptance of all Work contained under the Job Order and all Agreement requirements for final
14 payment have been satisfied. For Job Orders requiring greater than 45 days performance period,
15 COUNTY shall consider a request for partial payments to CONTRACTOR, which shall not occur more
16 often than monthly.
17 COUNTY will make progress payments to CONTRACTOR upon completion of portions of the
18 Work, as covered by the Agreement, in accordance with established County procedures:
19 A. Before payment is made, CONTRACTOR shall prepare for the Director's approval a
20 statement covering the actual Work completed under the terms of the Job Order. A
21 schedule of values listed by "CSI" or"Category" from CONTRACTOR's Job Order Price
22 Proposal may be utilized for this schedule of values.
23 B. In making such payment, there shall be a retention of 5% of the payment requested. If,
24 after 50% of the Work of the Job Order has been completed, the Director finds that
25 satisfactory progress is being made, the Director may reduce the retention to 2.5% of the
26 amount requested. In addition, after 97.5% of the Work has been completed, the
27 Director may reduce the amount withheld to such lesser amount as the Director
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1 determines to be adequate security for the fulfillment of the balance of the Work, and
2 other requirements of this Agreement. In no event shall this retention be reduced to less
3 than 1.25% percent of the estimated value of the Work yet to be completed, as
4 determined by the Director. Such reduction shall only be made upon the written request
5 of CONTRACTOR, and shall be approved in writing by the surety upon the Performance
6 Bond and the surety upon the Payment Bond. The signature of persons executing the
7 approval for the surety shall be properly acknowledged, and the power of attorney
8 authorizing those persons to give such consent must accompany the approval
9 document.
10 1. Substitution of securities for any moneys withheld by COUNTY to ensure
11 performance under this Agreement shall be permitted, provided that
12 substitution of securities provisions shall not apply to contracts in which there
13 will be financing provided by the Farmers Home Administration of the United
14 Stated Department of Agriculture pursuant to the Consolidated Farm and
15 Rural Development Act (7 U.S.C. Sec. 1921 et seq.), and where federal
16 regulations or policies, or both, do not allow the substitution of securities.
17 2. At the request and expense of CONTRACTOR, and in compliance with Public
18 Contract Code Section 22300, securities equivalent to the amount withheld
19 pursuant to these specifications shall be deposited by CONTRACTOR with
20 COUNTY, or with a state or federally chartered bank as the escrow agent,
21 who shall then pay such withheld amounts to CONTRACTOR upon written
22 authorization of COUNTY.
23 3. Securities eligible for investment under this section shall include those listed
24 in Section 16430 of the Government Code, bank or savings and loans
25 certificates of deposit, interest bearing demand deposit accounts, standby
26 letters of credit, or any other security mutually agreed to by CONTRACTOR
27 and COUNTY.
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1 4. Securities to be placed in escrow shall be of a value at least equivalent to the
2 amounts of retention to be paid to CONTRACTOR.
3 5. CONTRACTOR shall be beneficial owner of any securities substituted for
4 moneys withheld and shall receive any interest thereon.
5 6. CONTRACTOR shall enter into an escrow agreement satisfactory to
6 COUNTY, which agreement shall substantially comply with Public Contract
7 Code Section 22300.
8 7. CONTRACTOR shall obtain the written consent of the surety to such escrow
9 agreement.
10 C. All material and Work paid for through progress payments shall thereupon become the
11 sole property of COUNTY, but this provision shall not be construed as relieving
12 CONTRACTOR from the sole responsibility for all materials and work upon which
13 payments have been made or the restoration of any damaged Work, or as a waiver of
14 the right of COUNTY to require the fulfillment of all of the terms of the Agreement,
15 D. Upon completion and acceptance of all Work required, and the release of all claims
16 against COUNTY as specified, the Director shall file a written Notice of Completion, if
17 required by COUNTY, with COUNTY Recorder, as to the entire amount of Work
18 performed.
19 E. Forty-five (45) days after the filing of such Notice of Completion, if required by COUNTY,
20 COUNTY shall pay to CONTRACTOR the amount therein stated, except as provided in
21 paragraph 6(G), less all prior payment and advances whatsoever to or for the account of
22 CONTRACTOR, and less material and labor claims duly filed with COUNTY on account
23 of this Agreement. All prior estimates and payments, including those relating to extra
24 work, shall be subject to correction by this final payment, which is referred to throughout
25 this Agreement as the Final Payment.
26 F. The acceptance by CONTRACTOR of the Final Payment shall be, and shall operate as
27 a release to COUNTY of all claims and of all liability to CONTRACTOR for all things
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1 done or furnished in connection with this Work, and for every act and neglect of
2 COUNTY and others relating to or arising out of this Work, excepting CONTRACTOR's
3 claims for interest upon final payment, if this payment be improperly delayed. No
4 payments, however, final, or otherwise, shall operate to release CONTRACTOR or
5 his/her sureties from any obligations under this Agreement or the Performance and
6 Payment Bonds.
7 G. Payments may be withheld in the whole or in part, if deemed necessary to protect
8 COUNTY from loss on account of the failure of CONTRACTOR to (1) meet
9 CONTRACTOR's obligations, (2) expedite the Work, (3) correct rejected Work, (4) settle
10 damages as herein provided, (5) produce substantial evidence that no claims will be or
11 have been filed, or (6) that unpaid balances may be insufficient to complete the Work.
12 H. CONTRACTOR shall pay:
13 1. For all transportation and utility services not later than the 20th day of the
14 calendar month following that in which such services are rendered.
15 2. For all materials, tools, and other expendable equipment to the extent of 90%
16 of the cost thereof, not later than the 20th day of the calendar month following
17 that in which such materials, tools, and equipment are delivered at the site of
18 the project, and the balance of the cost thereof not later than the 30th day
19 following the completion of that part of the Work in or on which such
20 materials, tools, and equipment are incorporated or used.
21 3. To each of CONTRACTOR's Sub-Contractors, not later than the tenth day
22 following each payment to CONTRACTOR, the respective amounts allowed
23 CONTRACTOR on account of the Work performed by CONTRACTOR's Sub-
24 Contractors, including that Work performed and paid for under a Change to
25 the Job Order as provided in Section 2.12, to the extent of each Sub-
26 Contractor's interest therein.
27
28 18
1 CONTRACTOR shall submit invoices on the first day of the month in accordance with the rates
2 and charges agreed upon by that CONTRACTOR for the services provided to COUNTY during the
3 previous monthly billing period. Each invoice shall reference this Agreement number, the FAMIS work
4 order number, the date and name of the facility where the services were performed, and a clear
5 itemization of services performed, and shall be emailed to isdap-ar@fresnocountyca.gov or mailed to
6 COUNTY of Fresno, ISD, ATTN: Business Office (A/P Division), 333 W. Pontiac Way, Clovis, CA
7 93612. COUNTY shall make payment to CONTRACTOR no later than forty-five (45) days after receipt
8 and approval of each invoice, which shall be given upon verification of satisfactory performance.
9
10 SECTION 7. INDEPENDENT CONTRACTOR
11 In performance of the work, duties, and obligations assumed by CONTRACTOR under this
12 Agreement, it is mutually understood and agreed that CONTRACTOR, including any and all of
13 CONTRACTOR's officers, agents, subcontractors, and employees, shall at all times be acting and
14 performing as independent contractors, and shall act in an independent capacity and not as an officer,
15 agent, servant, employee, joint venturer, partner, or associate of COUNTY.
16 Furthermore, COUNTY shall have no right to control or supervise or direct the manner or
17 method by which CONTRACTOR performs its work and functions. However, CONTRACTOR'S
18 methods must be compatible with COUNTY's standards, and must result in satisfactory and timely
19 completion of the work assigned, and the quality and quantity of work produced must be acceptable to
20 COUNTY. COUNTY retains the right to verify that CONTRACTOR is performing its obligations in
21 accordance with this Agreement's terms and conditions. CONTRACTOR and COUNTY shall comply
22 with all applicable provisions of law and the rules and regulations, if any, of governmental authorities
23 having jurisdiction over matters covered by this Agreement.
24 Because of its status as an independent contractor, CONTRACTOR shall have absolutely no
25 right to employment rights and benefits available to COUNTY employees. CONTRACTOR shall be
26 solely liable and responsible for providing to, or on behalf of, their employees all legally required
27 employee benefits. In addition, CONTRACTOR shall be solely responsible, and shall hold COUNTY
28 19
1 harmless from all matters relating to payment of CONTRACTORS' employees, including compliance
2 with Social Security withholding, and all other regulations governing such matters. It is acknowledged
3 that during the term of this Agreement, CONTRACTOR may be providing services to others unrelated
4 to COUNTY or to this Agreement.
5
6 SECTION 8. SUB-CONTRACTORS
7 1. Agreements - Agreements between CONTRACTOR, Sub-Contractors, and Sub-Contractors of
8 lower tier shall be subject to the approval of COUNTY, but in no case does such approval
9 relieve CONTRACTOR of any conditions imposed by the Agreement Documents.
10 Subcontractors may be added, deleted, or substituted only in accordance with the provisions of
11 Public Contract Code Section 4100 et seq.
12 2. Relation with Sub-Contractor- CONTRACTOR shall bind every Sub-Contractor, and every
13 Sub-Contractor agrees to be bound by the terms of the Agreement Documents to carry out their
14 provisions insofar as applicable to their Work; and CONTRACTOR further agrees to pay to each
15 Sub-Contractor promptly upon issuance of Certificate of Payment, that Sub-Contractor's due
16 portion.
17 3. County's Relation - Neither the acceptance of the name of Sub-Contractor, nor the suggestion
18 of such name, nor any other act of COUNTY, nor anything contained in any Agreement
19 Document is to be construed as creating any contractual relation between COUNTY and any
20 Sub-Contractor of any tier.
21 4. If CONTRACTOR conducts or participates in bid shopping or bid peddling after the award of this
22 Agreement, CONTRACTOR shall not receive any additional Job Orders under this Agreement,
23 and such conduct shall constitute a default, and be grounds for immediate termination of this
24 Agreement.
25 5. COUNTY reserves the right to reject any proposed subcontractor, installer, or supplier who
26 cannot show satisfactory evidence of meeting the qualifications required by the Agreement
27 Documents. In the event of such rejection, CONTRACTOR shall, within the time frame listed for
28 20
1 submittal of revised Proposals, submit the name and qualifications of a replacement
2 subcontractor, installer, or supplier satisfactory to COUNTY. Such replacement submittal shall
3 be in accordance with all Agreement Documents.
4 f. No adjustment of Job Order Price shall be made in the event of such replacement.
5
6 SECTION 9. PEROGATIVE OF COUNTY
7 COUNTY may perform or employ others to undertake any portions of Work persistently
8 neglected by CONTRACTOR, provided that, after three days' written notice to CONTRACTOR, such
9 Work is still not completed to COUNTY's satisfaction. In such case, the Work shall be completed under
10 direction of the Director or designated County Official or designee, and the cost deducted from the
11 amount of next payment due to CONTRACTOR. Such action shall, in no way, affect the status of either
12 party under this Agreement, nor be held as a basis of any claim by CONTRACTOR for damages or
13 extension of time.
14
15 SECTION 10. CONTROL OF THE WORK
16 The Parties agree that the Director shall be the arbiter between parties thereto, and the entire
17 Work is under the Director's jurisdiction to such end. It is the Director's function to interpret the
18 Agreement Documents; pass upon merits of materials and workmanship, compute amounts of and
19 issue certificates for all payments to which CONTRACTOR may be entitled; decide upon all deductions
20 from and additions to the Job Order Price resulting from alterations after letting of Job Order; determine
21 amount of damages accruing to either Party from any cause; or conferences at any time during the
22 progress of the Work, and such order shall require CONTRACTOR and any or all Sub-Contractors or
23 other Contractors to attend; and perform any other required duties.
24 It shall be the responsibility of the Director or designee to make written decisions in regard to all
25 claims of COUNTY or CONTRACTOR, and to interpret the Agreement Documents in regard to all
26 questions arising in connection with the execution of the Work.
27
28 21
1 Orders from the Director shall be in writing only, and properly signed; no oral orders from
2 Director, nor from anyone acting for him, shall be considered binding in case of dispute, and no one,
3 other than COUNTY, or the Director acting for him, has authority to order changes involving extra
4 expenditures or deductions. Superintendents or Inspectors may be assigned by COUNTY and/or
5 Engineer to assist them in the conduct of the Work, and these persons shall be entitled to the same
6 free access to all parts of Work, and the degree of authority of such employees to act for the Engineer
7 is as prescribed for the Engineer, such employees acting within the scope of the particular duties
8 entrusted to them.
9 Authority to stop the Work is vested in the Director, and may be involved whenever the Director
10 deems such action necessary to ensure proper execution of the Agreement, and Work may not
11 thereafter be resumed until the Director has given written consent.
12
13 SECTION 11. CHANGES TO THE JOB ORDER
14 Changes Requested by COUNTY -COUNTY may, without invalidating the Job Order, order
15 changes, modifications, deletions, and extra work by issuing additional written Job Orders during the
16 progress of the Work. CONTRACTOR shall not be entitled to compensation for any extra Work
17 performed, unless the Director has issued an additional written Job Order designating (i) the extra Work
18 to be performed, (ii) the price of the extra Work, and (iii) the time for completion of the extra Work. If
19 COUNTY orders Work added or deleted from the Job Order, the price for the additional Job Order shall
20 be determined using the Procedure for Ordering Work set forth in Section (b) of Attachment A. Credits
21 for Pre-priced and Non Pre-priced Tasks shall be calculated at the pre-set Unit Prices, and multiplied by
22 the appropriate Adjustment Factors. Credits for Tasks that have been deleted from the Detailed Scope
23 of Work will be given at 100% of the value at which they were included in the original Job Order Price
24 Proposal.
25 Changes in the Work Claimed by CONTRACTOR - CONTRACTOR may request a change in
26 the Job Order Price, or an extension of time for completion of the Job Order due to changes in the
27 Work that are not within the scope of the Job Order. The request must be in writing, and must be
28 22
1 submitted to COUNTY prior to beginning the extra work. CONTRACTOR shall not be entitled to
2 compensation for any extra work performed unless the Director has issued an additional written Job
3 Order designating (i) the extra work to be performed, (ii) the price of the extra work, and (iii) the time for
4 completion of the extra work. If COUNTY agrees that work is added to or deleted from the Job Order,
5 the price for the additional Job Order shall be determined using the Procedure for Ordering Work set
6 forth in Section (b) of Attachment A.
7
8 Where CONTRACTOR and COUNTY disagree on the scope, price, and/or time for changes in
9 the Detailed Scope of Work, COUNTY may require CONTRACTOR to perform such Work under a
10 written protest, pursuant to the Resolution of Contract Claims in Section 17, herein. CONTRACTOR's
11 failure to submit a written protest to the Director within 5 days of beginning such Work constitutes a
12 waiver of any claim.
13
14 SECTION 12. ASSIGNMENT OF MONEYS
15 CONTRACTOR shall not assign moneys due or to become due to CONTRACTOR under the
16 Agreement without the written consent of COUNTY's Auditor-Controller. Any assignment of moneys
17 shall be subject to all proper set-offs in favor of COUNTY, and to all deductions provided for in the
18 Agreement, and particularly all money withheld, whether assigned or not, shall be subject to being used
19 by COUNTY for the completion of the Work in the event that CONTRACTOR defaults under this
20 Agreement.
21
22 SECTION 13. INSPECTION
23 All material and workmanship (if not otherwise designated by the Agreement Documents) shall
24 be subject to inspection, examination, and test by the Director or designated County Official at any and
25 all times during manufacture and/or construction, and at any and all places where such manufacture
26 and/or construction are carried on. The Director shall have the right to reject defective material and
27 workmanship or require its correction.
28 23
1 CONTRACTOR shall furnish promptly without additional charge, all reasonable facilities, labor,
2 and materials necessary for the safe and convenient inspection and tests that may be required by the
3 Director.
4 If considered necessary or advisable by the Director at any time either before acceptance of the
5 entire Work, or after acceptance and within the guaranty period, to make an examination of Work
6 already completed, by removing or tearing out same, CONTRACTOR shall, on request, promptly
7 furnish all necessary facilities, labor, and material. If such Work is found to be defective in any material
8 respect, due to the fault of CONTRACTOR or his/her Sub-Contractors, he shall defray all the expenses
9 of such examination and of satisfactory reconstruction. If, however, such Work is found to meet the
10 requirements of this Agreement, CONTRACTOR's costs necessarily incurred in the examination and
11 replacement, as determined by use of the Construction Task Catalog®, shall be reimbursed to
12 CONTRACTOR and CONTRACTOR shall, in addition, if completion of the Work has been delayed
13 thereby, be granted a suitable extension of time on account of the additional Work involved.
14 When the Work is completed, CONTRACTOR shall notify COUNTY in writing that the Work
15 shall be ready for final inspection and test on a definite date, which shall be stated in such notice.
16
17 SECTION 14
18 TAXES, PERMITS, FEES, AND INDEMNIFICATION FOR PATENT INFRINGEMENT CLAIM
19 CONTRACTOR shall pay for and include all Federal, State, and local taxes, direct or indirect,
20 upon all materials, and take out and pay all fees and charges for permits and licenses, unless otherwise
21 specified in the Job Order or Technical Specifications.
22 Royalty and license fees incidental to the use of any patented material, device or process shall
23 be paid by CONTRACTOR, and in the event of a claim of alleged infringement of patent copyright, or
24 Trade Secret rights, CONTRACTOR shall indemnify, save COUNTY free and harmless, and defend, at
25 CONTRACTOR's own expense, any and all suits that may be brought in connection with such royalty
26 and license fees.
27
28 24
1 SECTION 15. GUARANTEE OF WORK
2 All Work shall be guaranteed by CONTRACTOR, except as may be otherwise specified, against
3 defects resulting from the use of inferior materials, equipment, or workmanship for one year from the
4 date of completion of the Job Order.
5 If repairs or changes are required in connection with guaranteed Work within any guaranteed
6 period, which, in the opinion of COUNTY are rendered necessary as the result of the use of materials,
7 equipment, or workmanship, which are inferior, defective, or not in accordance with the terms of this
8 Agreement, CONTRACTOR shall, promptly upon receipt of notice from COUNTY, and without expense
9 to COUNTY (1) place in satisfactory condition in every particular all of such guaranteed Work, correct
10 all defects therein, and (2) make good all damage to the building or site, or equipment or contents
11 thereof, which, in the opinion of COUNTY, is the result of the use of materials, equipment, or
12 workmanship which are inferior, defective, or not in accordance with the terms of the Agreement; and
13 (3) make good any work or materials, or the equipment and contents of said building or site disturbed in
14 fulfilling any such guarantee.
15 If CONTRACTOR disturbs any Work guaranteed under another Agreement in fulfilling the
16 requirements of the Agreement or of any guarantee, embraced in or required thereby, CONTRACTOR
17 shall restore such disturbed Work to a condition satisfactory to the Director, and guarantee such
18 restored Work to the same extent as it was guaranteed under such other Agreement.
19 COUNTY may have the defects corrected if CONTRACTOR, after notice, fails to proceed
20 promptly to comply with the terms of the guarantee, and CONTRACTOR and his/her surety shall be
21 liable for all expense incurred.
22 All special guarantees shall be subject to the terms of this Section 15 during the first year of the
23 life of such special guarantee.
24
25 SECTION 16. RESPONSIBILITY FOR DAMAGE
26 Neither COUNTY, the Director of Department of Internal Services, nor any officer or employee
27 of COUNTY, or any incorporated city, or officer or employee thereof, within the limits of which the Work
28 25
1 is being performed, shall be answerable or accountable in any manner, for any loss or damage to the
2 Work or any part thereof; or for any of the materials or other things used or employed in performing the
3 Work; or for injury to any person or persons, either workmen or the public, for damage to property from
4 any cause which might have been prevented by CONTRACTOR, or his/her workers, or anyone
5 employed by CONTRACTOR, against all of which injuries or damages to persons and property
6 CONTRACTOR having control over such Work must properly guard.
7 CONTRACTOR shall be responsible for any liability imposed by law for any damage to any
8 person or property resulting from defects or obstructions or from any cause whatsoever during the
9 progress of the Work or at any time before the completion and final acceptance.
10
11 SECTION 17. RESOLUTION OF CONTRACT CLAIMS
12 Public works contract claims of three hundred seventy-five thousand dollars ($375,000) or less
13 which arise between CONTRACTOR and COUNTY shall be resolved in accordance with the provisions
14 of Article 1.5 (Sections 20104-20104.6, inclusive) of Chapter 1 of Part 3 of Division 2 of the Public
15 Contract Code. Article 1.5 requires that its provisions or a summary thereof be set forth in the plans and
16 specifications for any work which may give rise to a claim thereunder. Accordingly, this Agreement
17 incorporates all of the terms and conditions of Article 1.5, as follows:
18 Article 1.5 Resolutions of Contract Claims
19 Public Contracts Code § 20104. (a)(1) This article applies to all public works claims of three
20 hundred seventy-five thousand dollars ($375,000) or less which arise between a contractor and a local
21 agency.
22 (2) This article shall not apply to any claims resulting from a contract between a contractor and a
23 public agency when the public agency has elected to resolve any disputes pursuant to Article 7.1
24 (commencing with Section 10240) of Chapter 1 of Part 2.
25 (b)(1) "Public work" has the same meaning as in Sections 3100 and 3106 of the Civil Code,
26 except that "public work" does not include any work or improvement contracted for by the state or the
27 Regents of the University of California.
28 26
1 (2) "Claim" means a separate demand by the contractor for (A) a time extension, (B) payment of
2 money or damages arising from work done by or on behalf of the contractor pursuant to the contract for
3 a public work and payment of which is not otherwise expressly provided for or the claimant is not
4 otherwise entitled to, or (C) an amount the payment of which is disputed by the local agency.
5 (c) The provisions of this article or a summary thereof shall be set forth in the plans or
6 specifications for any work which may give rise to a claim under this article.
7 (d) This article applies only to contracts entered into on or after January 1, 1991. 20104.2
8 Public Contracts Code § 20104
9 For any claim subject to this article, the following requirements apply:
10 (a) The claim shall be in writing and include the documents necessary to substantiate the claim.
11 Claims must be filed on or before the date of final payment. Nothing in this subdivision is intended to
12 extend the time limit or supersede notice requirements otherwise provided by contract for the filing of
13 claims.
14 (b)(1) For claims of less than fifty thousand dollars ($50,000), the local agency shall respond in
15 writing to any written claim within 45 days of receipt of the claim, or may request, in writing, within 30
16 days of receipt of the claim, any additional documentation supporting the claim or relating to defenses
17 or claims the local agency may have against the claimant.
18 (2) If additional information is thereafter required, it shall be requested and provided
19 pursuant to this subdivision, upon mutual agreement of the local agency and the claimant.
20 (3) The local agency's written response to the claim as further documented shall be
21 submitted to the claimant within 15 days after receipt of the further documentation or within a period of
22 time no greater than that taken by the claimant in producing the additional information, whichever is
23 greater.
24 (c)(1) For claims of over fifty thousand dollars ($50,000) and less than or equal to three hundred
25 seventy-five thousand dollars ($375,000), the local agency shall respond in writing to all written claims
26 within 60 days of receipt of the claim, or may request, in writing, within 30 days of receipt of the claim,
27
28 27
1 any additional documentation supporting the claim or relating to defenses or claims the local agency
2 may have against the claimant.
3 (2) If additional information is thereafter required, it shall be requested and provided
4 pursuant to this subdivision, upon mutual agreement of the local agency and the claimant.
5 (3) The local agency's written response to the claim, as further documented, shall be
6 submitted to the claimant within 30 days after receipt of the further documentation, or within a period of
7 time no greater than that taken by the claimant in producing the additional information or requested
8 documentation, whichever is greater.
9 (d) If the claimant disputes the local agency's written response, or the local agency fails to
10 respond within the time prescribed, the claimant may so notify the local agency in writing, either within
11 15 days of receipt of the local agency's response or within 15 days of the local agency's failure to
12 respond within the time prescribed, respectively, and demand an informal conference to meet and
13 confer for settlement of the issues in dispute, Upon a demand, the local agency shall schedule a meet
14 and confer conference within 30 days for settlement of the dispute.
15 (e) If following the meet and confer conference the claim or any portion remains in dispute,
16 the claimant may file a claim pursuant to Chapter 1 (commencing with Section 900) and Chapter 2
17 (commencing with Section 910) of Part 3 of Division 3.6 of Title 1 of the Government Code. For
18 purposes of those provisions, the running of the period of time within which a claim must be filed shall
19 be tolled from the time the claimant submits his/her or her written claim pursuant to subdivision (a) until
20 the time the claim is denied, including any period of time utilized by the meet and confer conference.
21 (f) This article does not apply to tort claims and nothing in this article is intended nor shall be
22 construed to change the time periods for filing tort claims or actions specified by Chapter 1
23 (commencing with Section 900) and Chapter 2 (commencing with Section 910) of Part 3 of Division 3.6
24 of Title 1 of the Government Code.
25 Public Contracts Code § 20104.4 The following procedures are established for all civil actions
26 filed to resolve claims subject to this article:
27
28 28
1 (a) Within 60 days, but no earlier than 30 days, following the filing or responsive pleadings, the
2 court shall submit the matter to nonbinding mediation unless waived by the mutual stipulation of both
3 parties. The mediation process shall provide for the selection within 15 days by both parties of
4 disinterested third person as mediator, shall be commenced within 30 days of the submittal, and shall
5 be concluded within 15 days from the commencement of the mediation unless a time requirement is
6 extended upon a good cause showing to the court or by stipulation of both parties. If the parties fail to
7 select a mediator within the 15-day period, any party may petition the court to appoint the mediator.
8 (b)(1) If the matter remains in dispute, the case shall be submitted to the judicial arbitration
9 pursuant to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the Code of Civil
10 Procedure, notwithstanding Section 1141.11 of that code. The Civil Discovery Act of 1986 (Article 3
11 (commencing with Section 2016) of Chapter 3 of Title 3 of Part 4 of Civil Procedure) shall apply to any
12 proceeding brought under this subdivision consistent with the rule pertaining to judicial arbitration.
13 (2) Notwithstanding any other provision of law, upon stipulation of the parties, arbitrators
14 appointed for purposes of this article shall be experienced in construction law, and, upon stipulation of
15 the parties, mediators and arbitrators shall be paid necessary and reasonable hourly rates of pay not to
16 exceed their customary rate, and such fees and expenses shall be paid equally by the parties, except in
17 the case of arbitration where the arbitrator, for good cause, determines a different division. In no event
18 shall these fees or expenses be paid by state or county funds.
19 (3) In addition to Chapter 2.5 (commencing with Section 1141.10) of Title 3 of Part 3 of the
20 Code of Civil Procedure, any party who after receiving an arbitration award requests a trial de novo but
21 does not obtain a more favorable judgment shall, in addition to payment of costs and fees under that
22 chapter, pay the attorney's fees of the other party arising out of the trial de novo.
23 (c) The court may, upon request by any party, order any witnesses to participate in the
24 mediation or arbitration process. Arbitrators shall be experienced in construction law.
25 Public Contracts Code § 20104.6 (a) No local agency shall fail to pay money as to any portion of
26 a claim which is undisputed except as otherwise provided in the contract.
27
28 29
1 (b) In any suit filed under Section 20104.4, the local agency shall pay interest at the legal rate
2 on any arbitration award or judgment. The interest shall begin to accrue on the date the suit is filed in a
3 court of law.
4
5 SECTION 18. RIGHTS AND REMEDIES OF COUNTY FOR DEFAULT
6 In case of default by CONTRACTOR, COUNTY may procure the articles or service from
7 another source, and may recover the cost difference and related expenses from any unpaid balance
8 due CONTRACTOR or by proceeding against performance bond of CONTRACTOR, if any, or by suit
9 against CONTRACTOR. The prices paid by COUNTY shall be considered the prevailing market price at
10 the time such purchase is made.
11 Articles or services, which upon delivery inspection do not meet specifications, shall be rejected,
12 and CONTRACTOR will be considered in default. CONTRACTOR shall reimburse COUNTY for
13 expenses related to delivery of non-specified goods or services.
14 Regardless of F.O.B. point, CONTRACTOR agrees to bear all risks of loss, injury or destruction
15 to goods and materials ordered herein which occur prior to delivery; loss, injury, or destruction shall not
16 release CONTRACTOR from any obligation hereunder.
17
18 SECTION 19. CONFIDENTIALITY OF INMATES/WARDS/PATIENTS/CLIENTS IDENTITY
19 Some of the Work to be performed under this Agreement may occur in secured facilities or
20 facilities that require confidentiality. CONTRACTOR shall alert and inform its employees and agents
21 that State law requires that the identities of inmates/wards/patients/clients be kept confidential.
22 Revealing the identities of inmates/wards/patients/clients is punishable by law.
23
24 SECTION 20. INTENT OF AGREEMENT DOCUMENTS
25 Some of the Work may require CONTRACTOR to work in in-patient care facilities. The intent of
26 Agreement Documents will be to construct or reconstruct the hospital facilities for an individual Job
27 Order in accordance with Title 24, California Code of Regulations. If any conditions develop that are not
28 30
1 covered by the Agreement Documents, wherein the completed Work shall not comply with said Title 24,
2 California Code of Regulations, COUNTY shall develop a Job Order detailing any required Work, and
3 shall submit it to OSHPD for approval prior to CONTRACTOR proceeding with the Work.
4
5 SECTION 21. BUILDING PERMITS
6 CONTRACTOR shall be responsible for all fees and costs incurred in connection with obtaining
7 permits; however, COUNTY will reimburse CONTRACTOR for the actual cost of the permit or
8 inspection fees, as part of the Job Order, with no additional allowance for overhead and profit.
9
10 SECTION 22. CODES AND REGULATIONS
11 All work, materials, and equipment shall be in full compliance with the 2013 edition of the
12 California Building Code; California Plumbing Code; California Electrical Code; Cal/OSHA Safety
13 Regulations; and all Federal, State and Local laws, ordinances, regulations, and Fresno County Charter
14 Provisions applicable in the performance of the work.
15
16 SECTION 23. COORDINATION OF WORK
17 CONTRACTOR shall coordinate all work with COUNTY to minimize any interruptions to the
18 normal operation of COUNTY operations, particularly interruptions to air conditioning, electrical
19 services, alarm system, communications, and computer systems.
20
21 SECTION 24. WORK DAY
22 All work shall be set forth as part of the Job Order. Saturday and Sunday work will not be
23 allowed except by written approval of COUNTY, and upon 48 hours advance notice. Payment
24 requirements for shift differential and overtime shall be as set forth in the Collective Bargaining
25 Agreement for the trade, on file with the State Department of Industrial Relations, Division of Labor
26 Statistics and Research. Contractors are urged to contact the Prevailing Wage Unit at 415/557-0561 or
27 415/703-4281 for information on these requirements.
28 31
1
2 SECTION 25. SCHEDULE OF OPERATION
3 Time is of the essence in the performing of any Job Order under this Agreement.
4 CONTRACTOR shall schedule the work in a manner that will progress to completion without
5 interruption.
6
7 SECTION 26. COOPERATION BETWEEN CONTRACTORS
8 a. If separate work is being performed by other contractors, within or adjacent to the
9 Project site, as may further be detailed in this Agreement, CONTRACTOR shall conduct the Work so as
10 not to interfere with or hinder the progress of completion of the work being performed by the other
11 contractors.
12 b. CONTRACTOR shall assume all liability, financial or otherwise, in connection with this
13 Agreement, and shall protect and hold harmless COUNTY from any and all damages or claims
14 (including attorney's fees and costs) arising because of inconvenience, delay, or loss experienced by
15 CONTRACTOR because of the presence and operations of other contractors working within the limits
16 of the same improvement. CONTRACTOR shall assume all responsibility for all Work not completed or
17 accepted because of the presence and operations of other contractors.
18 C. CONTRACTOR shall arrange the Work and placement and disposal of the
19 materials being used, so as not to interfere with the operations of other contractors within or adjacent to
20 the limits of the Project site. CONTRACTOR shall join the Work with that of others in an acceptable
21 manner, as necessary, and shall perform it in proper sequence to the work of other contractors.
22
23 SECTION 27. TEMPORARY FACILITIES
24 a. Water and Electricity: CONTRACTOR may connect to existing water and electricity
25 available on the site, provided it is suitable to CONTRACTOR's requirements. Water and electricity
26 costs shall be paid by COUNTY. CONTRACTOR shall bear all expenses for carrying the water or
27 electricity to the appropriate locations, and for connecting or tapping into existing lines. CONTRACTOR
28 32
1 shall furnish fuel and other power for the operation of the heavy equipment, pneumatic tools, and
2 compressors.
3 b. Toilet Facilities may be available on the site to the workers engaged in the performance
4 of this Agreement. The use of such facilities may be revoked in the event of excess janitorial
5 requirements, or at the discretion of COUNTY.
6
7 SECTION 28. FIRE PROTECTION AND FIRE INSURANCE
8 CONTRACTOR shall not perform any fire hazardous operation adjacent to combustible
9 materials. Any fire hazardous operation shall have proper fire extinguishers close by, and the adjacent
10 area shall be policed before stopping work for the day.
11 CONTRACTOR shall provide not less than one OSHA/ NFPA Class 10-ABC fire extinguisher
12 for each 9,000 square feet of project area or fraction thereof.
13
14 SECTION 29. DUST SEPARATION AND PROTECTIVE BARRICADES
15 When directed as part of an individual Job Order, CONTRACTOR shall erect temporary dust
16 separation partitions and floor mats as necessary to confine dust and debris within the area of Work.
17 CONTRACTOR shall post signs, and erect, and maintain barriers and warning devices for the
18 protection of the general public and CONTRACTOR and COUNTY personnel.
19 CONTRACTOR shall provide adequate protection for all parts of the present buildings and its
20 contents and occupants wherever Work under this Agreement is to be performed.
21 CONTRACTOR shall ensure that the health and welfare of occupants of the existing buildings
22 shall not be affected by noises and fumes produced by the construction. CONTRACTOR shall avoid
23 creating loud and unnecessary noise, shall reduce fumes to the greatest extent possible, and noise-
24 producing Work shall be performed as far away from occupied areas as is consistent with the efficient
25 conduct of the Work.
26
27 SECTION 30. DAMAGE TO EXISTING WORK
28 33
1 Damage to existing construction, equipment, and planting by CONTRACTOR in the
2 performance of the Work shall be replaced or repaired and restored to original condition by
3 CONTRACTOR at CONTRACTOR's expense.
4
5 SECTION 31.
6 PROTECTION OF ALARM, SECURITY, COMMUNICATIONS, AND COMPUTER SYSTEMS
7 CONTRACTOR shall be responsible for all costs incurred by COUNTY on these systems as a
8 result of Work by CONTRACTOR or damage caused by CONTRACTOR's operations, including costs
9 associated with false fire alarms caused by CONTRACTOR's operations.
10
11 SECTION 32. PARKING
12 COUNTY will provide parking spaces at the project site when parking is available. However,
13 CONTRACTOR shall not rely on COUNTY to provide parking.
14
15 SECTION 33. RECORD DRAWINGS
16 CONTRACTOR shall be provided with xerox bond prints at no cost, upon which a record of all
17 changes to the project plans shall be made. As the Work progresses, CONTRACTOR shall be
18 responsible for and shall maintain a record of all deviations in the mechanical, electrical, plumbing, and
19 other Work from that indicated on the plans. As a condition for considering the project complete, the
20 record drawings must be delivered to the Engineer, and deemed acceptable.
21
22 SECTION 34. WARRANTY RESPONSE
23 In lieu of any time limits imposed or implied by the above-referenced Agreement Documents or
24 stated in standard product warranties or special warranties, CONTRACTOR shall respond within 24
25 hours' notice from COUNTY that repairs or changes are required in connection with guaranteed Work,
26 or equipment within the guarantee period.
27
28 34
1 SECTION 35. TRENCHING AND EXCAVATION
2 In accordance with Section 7104 of the California Public Contract Code, the following provisions
3 shall apply to any contract involving digging of trenches or other excavations that extend deeper than
4 four feet below the surface:
5 a. CONTRACTOR shall promptly, and before the following conditions are disturbed, notify
6 COUNTY, in writing, of any:
7 1. Material that CONTRACTOR believes may be material that is hazardous waste, as
8 defined in Section 25117 of the Health and Safety Code that is required to be removed
9 to a Class I, Class II, or Class III disposal site in accordance with provisions of existing
10 law.
11 2. Subsurface or latent physical conditions at the site differing from those indicated.
12 3. Unknown physical conditions at the site of any unusual nature, different materially from
13 those ordinarily encountered and generally recognized as inherent in work of the
14 character provided for in the Job Order.
15 b. COUNTY shall promptly investigate the conditions, and if it finds that the conditions do
16 materially so differ, or do involve hazardous waste, and cause a decrease or increase in
17 CONTRACTOR's cost of, or the time required for, performance of any part of the work, shall issue an
18 additional Job Order in accordance with the provisions of Section 1.12 of the General Conditions.
19 C. In the event that a dispute arises between COUNTY and CONTRACTOR whether the
20 conditions materially differ, or involve hazardous waste, or cause a decrease or increase in
21 CONTRACTOR's cost of, or time required for, performance of any part of the Work, CONTRACTOR
22 shall not be excused from any scheduled completion date provided for by the Agreement, but shall
23 proceed with all Work to be performed under the Agreement. CONTRACTOR shall retain any and all
24 rights provided either by contract or by law which pertain to the resolution of disputes and protests
25 between the contracting parties.
26
27 SECTION 36. ASBESTOS CONTAINING MATERIAL (ACM)
28 35
1 When the Job Order requires CONTRACTOR not to remove ACM, CONTRACTOR shall
2 exercise caution when working around ACM to prevent the release of ACM into the atmosphere.
3 If damage to ACM results in release of airborne asbestos fibers to the atmosphere, then control
4 measures required by Federal and State regulations must be instituted at CONTRACTORs expense.
5 Any ACM damaged by CONTRACTOR's operations shall be repaired at CONTRACTOR's
6 expense in accordance with applicable Federal, State, and local laws and regulations.
7 When the Job Order requires the removal of ACM, CONTRACTOR shall remove, transport, and
8 dispose of either non-friable ACM or less than 100 square feet of friable ACM in accordance with
9 Federal, State, and local statutes and regulations.
10 CONTRACTOR shall furnish project notification documents, employee information, equipment
11 certifications, material specifications and samples, project work plan and air monitoring plan, and other
12 project submittals or documentation as required by statute or regulation.
13 The methods for removal and disposal of either non-friable ACM or friable ACM selected by
14 CONTRACTOR shall be approved by COUNTY before commencing removal operations. If, during the
15 course of removal operations, COUNTY determines that removal methods used by CONTRACTOR
16 result or may result in releasing airborne asbestos fibers to the atmosphere, CONTRACTOR shall
17 immediately cease CONTRACTOR's current ACM removal operations, and propose a new method for
18 removal of ACM for the approval of COUNTY.
19 If removal of ACM results in release of airborne asbestos fibers to the atmosphere, then control
20 measures required by Federal and State regulations must be instituted at CONTRACTOR's expense.
21 Work area air monitoring may be required for individual Job Orders, at the discretion of
22 COUNTY. Work area air monitoring shall be paid for by CONTRACTOR.
23 The Engineer reserves the right to require CONTRACTOR, at CONTRACTOR's expense, to
24 utilize a contractor certified by CONTRACTORs State License Board and registered with the Division of
25 Occupational Safety and Health to remove and dispose of ACM, if, in the opinion of the Engineer based
26 on CONTRACTOR's performance of ACM removal, only a certified and registered contractor would
27 possess the technical skills and resources required to remove the ACM.
28 36
1 At CONTRACTOR's option, removal and disposal of non-friable ACM or friable ACM where
2 removal and disposal may result in release of airborne asbestos fibers to the atmosphere may be
3 subcontracted to a contractor certified by CONTRACTOR's State License Board and registered with the
4 Division of Occupational Safety and Health.
5
6 SECTION 37. TERMINATION OF AGREEMENT
7 This Agreement may be terminated for the following reasons:
8 A. Non-Allocation of Funds. The terms of this Agreement, and the services to be provided, are
9 contingent on the approval of funds by the appropriating government agency. If sufficient
10 funds are not allocated, the services provided may be modified, or this Agreement
11 terminated at any time without penalty by giving CONTRACTOR thirty (30) days' advance
12 written notice.
13 B. Breach of Contract. COUNTY may immediately suspend or terminate this Agreement in
14 whole or in part, where in the determination of COUNTY there is:
15 1. An illegal or improper use of funds;
16 2. A failure to comply with any term of this Agreement;
17 3. A substantially incorrect or incomplete report submitted to COUNTY;
18 or
19 4. Improperly performed services.
20 In no event shall any payment by COUNTY constitute a waiver by COUNTY of any breach of
21 this Agreement or any default which may then exist on the part of the CONTRACTOR. Such
22 payment shall not impair or prejudice any remedy to COUNTY with respect to the breach or
23 default. COUNTY shall have the right to demand of the CONTRACTOR the repayment to
24 COUNTY of any funds disbursed to the CONTRACTOR under this Agreement, which in the
25 judgment of COUNTY, were not expended in accordance with the terms of this Agreement.
26 CONTRACTOR shall promptly refund any such funds upon demand.
27
28 37
1 C. Without Cause. Under circumstances other than those set forth above, this Agreement may
2 be terminated by COUNTY by giving thirty (30) days advance written notice of an intention
3 to terminate to CONTRACTOR. In the event of such termination, COUNTY shall pay
4 CONTRACTOR for satisfactory services or supplies provided up until the date of
5 termination.
6
7 SECTION 38. HOLD HARMLESS AND INDEMNIFICATION
8 CONTRACTOR agrees to indemnify, save, hold harmless, and at COUNTY's request, defend
9 COUNTY, its officers, agents and employees, from any and all costs and expenses (including
10 attorney's fees and costs), claims, suits, liabilities, losses and damages occurring or resulting to
11 COUNTY in connection with the performance, or failure to perform, by CONTRACTOR, its officers,
12 agents or employees under this Agreement, and from any and all costs and expenses (including
13 attorney's fees and costs), damages, liabilities, claims and losses occurring or resulting to any person,
14 firm or corporation who may be injured or damaged by the performance, or failure to perform, of
15 CONTRACTOR, its officers, agents, subcontractors, assigns, or employees under this Agreement. The
16 provisions of this Section 38 shall survive the termination or expiration of this Agreement.
17
18 SECTION 39. INSURANCE
19 Without limiting COUNTY's right to obtain indemnification from CONTRACTOR or any third
20 parties, CONTRACTOR, at its sole expense, shall maintain in full force and effect, the following
21 insurance policies or a program of self-insurance, including but not limited to, an insurance pooling
22 arrangement or Joint Powers Agreement (JPA) throughout the term of the Agreement:
23 A. Commercial General Liability
24 Commercial General Liability Insurance with limits of not less than Two Million Dollars
25 ($2,000,000.00) per occurrence and an annual aggregate of Four Million Dollars ($4,000,000.00). This
26 policy shall be issued on a per occurrence basis. COUNTY may require specific coverage including
27
28 38
1 completed operations, product liability, contractual liability, Explosion-Collapse-Underground, fire legal
2 liability or any other liability insurance deemed necessary because of the nature of the contract.
3 B. Automobile Liability
4 Comprehensive Automobile Liability Insurance with limits of not less than One Million Dollars
5 ($1,000,000.00) per accident for bodily injury and for property damages. Coverage should include any
6 auto used in connection with this Agreement.
7 C. Worker's Compensation
8 A policy of Worker's Compensation insurance as may be required by the California Labor Code.
9 D. Professional Liability
10 If CONTRACTOR employs licensed professional staff, (e.g., Ph.D., R. N., L.C.S.W., M.F.C.C.)
11 in providing services, Professional Liability Insurance with limits of not less than One Million Dollars
12 ($1,000,000.00) per occurrence, Three Million Dollars ($3,000,000.00) annual aggregate. This
13 coverage shall be issued on a per claim basis. Contractor agrees that it shall maintain, at its sole
14 expense, in full force and effect for a period of three years following the termination of this Agreement,
15 one or more policies of professional liability insurance with limits of coverage as specified herein.
16 E. Property Installation Floater
17 CONTRACTOR shall procure and maintain at CONTRACTOR's sole cost and expense,
18 Property Installation Floater which provides for the improvement, remodel, modification, alteration,
19 conversion, or adjustment to existing buildings, structures, processes, machinery and equipment. The
20 Property Installation Floater shall provide property damage coverage for any building, structures,
21 machinery, or equipment damaged, impaired, broke, or destroyed during the performance of the work,
22 including during transit, installation, and testing at COUNTY's site. The policy must name COUNTY as
23 an additional loss payee and must include applicable endorsements.
24 F. All-Risk Insurance
25 CONTRACTOR shall procure and maintain at CONTRACTOR's sole cost and expense,
26 Builders Risk Course of Construction insurance, including fire and vandalism coverage, covering the
27 entire work (including any COUNTY furnished material and equipment) against loss or damage until
28 39
1 completion and acceptance by COUNTY. Such insurance shall be for each Job Order in an amount up
2 to the value of each Job, and endorsed for broad form property damage, breach of warranty, demolition
3 costs, and debris removal. COUNTY will permit a deductible not exceeding 5%. The policy must cover
4 CONTRACTOR, CONTRACTOR's subcontractors, COUNTY, its agents, the awarding entity, and any
5 Trustee, under the indenture or trust agreement securing the bonds, certificates of participation, or
6 other evidence of indebtedness issued to finance the work contemplated herein. The value of the policy
7 shall be in U.S. currency.
8 G. Bonds
9 CONTRACTOR shall furnish to COUNTY a payment bond and performance bond, each in the
10 amount of 100% of the Maximum Contract Amount, which shall meet the requirements of all applicable
11 statutes, including but not limited to those specified in Public Contract Code section 20129 and Civil
12 Code section 9554; all bonds shall be submitted in triplicate.
13 Additional Requirements Relating to Insurance
14 CONTRACTOR shall obtain endorsements to the Commercial General Liability insurance
15 naming COUNTY of Fresno, its officers, agents, and employees, individually and collectively, as
16 additional insured, but only insofar as the operations under this Agreement are concerned. Such
17 coverage for additional insured shall apply as primary insurance and any other insurance, or self-
18 insurance, maintained by COUNTY, its officers, agents and employees shall be excess only and not
19 contributing with insurance provided under CONTRACTOR's policies herein. This insurance shall not
20 be cancelled or changed without a minimum of thirty (30) days advance written notice given to
21 COUNTY.
22 CONTRACTOR hereby waives its right to recover from COUNTY, its officers, agents, and
23 employees any amounts paid by the policy of worker's compensation insurance required by this
24 Agreement. CONTRACTOR is solely responsible to obtain any endorsement to such policy that may be
25 necessary to accomplish such waiver of subrogation, but CONTRACTOR's waiver of subrogation under
26 this paragraph is effective whether or not CONTRACTOR obtains such an endorsement.
27
28 40
1 Within thirty (30) days from the date CONTRACTOR executes this Agreement, CONTRACTOR
2 shall provide certificates of insurance and endorsement as stated above for all of the foregoing policies,
3 as required herein, to COUNTY of Fresno, Facility Services, Attn: Facility Manager, 4590 E. Kings
4 Canyon Road, Fresno, CA 93702, stating that such insurance coverage have been obtained and are in
5 full force; that COUNTY of Fresno, its officers, agents and employees will not be responsible for any
6 premiums on the policies; that for such worker's compensation insurance the CONTRACTOR has
7 waived its right to recover from COUNTY, its officers, agents, and employees any amounts paid under
8 the insurance policy and that waiver does not invalidate the insurance policy; that such Commercial
9 General Liability insurance names COUNTY of Fresno, its officers, agents and employees, individually
10 and collectively, as additional insured, but only insofar as the operations under this Agreement are
11 concerned; that such coverage for additional insured shall apply as primary insurance and any other
12 insurance, or self-insurance, maintained by COUNTY, its officers, agents and employees, shall be
13 excess only and not contributing with insurance provided under CONTRACTOR's policies herein; and
14 that this insurance shall not be cancelled or changed without a minimum of thirty (30) days advance,
15 written notice given to COUNTY.
16 In the event CONTRACTOR fails to keep in effect at all times insurance coverage as herein
17 provided, COUNTY may, in addition to other remedies it may have, suspend or terminate this
18 Agreement.
19 All policies shall be with admitted insurers licensed to do business in the State of California.
20 Insurance purchased shall be purchased from companies possessing a current A.M. Best, Inc. rating of
21 an FSC VI or better.
22 CONTRACTOR shall ensure that any subcontractors or other agents used in fulfilling the terms
23 and obligations of this Agreement shall have the same level of insurance and indemnification required
24 of CONTRACTOR.
25 SECTION 40. SECURITY
26
27
28 41
1 Security is of great concern to COUNTY. Failure to comply with the security requirements listed
2 below will be considered a breach of contract, and may result in termination of this Agreement and any
3 Job Order for default.
4 CONTRACTOR's personnel shall cooperate with all COUNTY security personnel at all times,
5 and shall be subject to and conform to COUNTY security rules and regulations, including, but not
6 limited to COUNTY security rules and procedures, as detailed in Attachments B through E Any
7 violations or disregard of these rules may be cause for denial of access to COUNTY property.
8 The background checks required, and policies listed below, may change throughout the life of
9 this Agreement. It is CONTRACTOR'S responsibility to request updates from COUNTY. All of
10 CONTRACTOR'S employees, agents, and subcontractors must read the policies listed below.
11 Please see the following Attachments:
12 1. Attachment B — Probation Juvenile Detention Facilities — No Hostage Policy.
13 2. Attachment C — Fresno Sheriff— Coroner's Office (FSCO) Jail Detention Facilities —
14 No Hostage Policy.
15 3. Attachment D —The Prison Rape Elimination Act.
16 4. Attachment E — Background Investigations & Identification (ID) Badges.
17
18 Security provisions will be strictly enforced. All parties who are required to perform their
19 individual services at the site shall be limited to the area required to complete the Work. Such access
20 shall be obtained by notification to the Facilities Services Manager or his designee, of the time and
21 place, prior to commencing the Work.
22 All keys used during construction shall be numbered. Each key issued shall be recorded, and its
23 prompt return shall be strictly enforced. Duplication of any keys issued is strictly prohibited. These keys
24 shall be returned to COUNTY's representative at the end of each working day, when required.
25 Some of the Projects to be done under this Agreement may be in secured facilities such as jails.
26 Prior to commencement of Work, CONTRACTOR, including all Subcontractors and Contractors, shall
27 obtain security clearances for all employees that will be working or making deliveries to the sites.
28 42
1 When Work is performed in secured facilities, it is incumbent upon CONTRACTOR to alert all
2 workmen of the necessity for extreme care in accounting for, and keeping all areas free of any and all
3 types of hand tools, power tools, small parts, scrap material, and all other materials which might be
4 concealed upon the person of an inmate/ward/patient, at all times when such tools and materials are
5 not used for the task at hand.
6 Each Work area shall be kept clean and in order both during working hours and at the
7 completion of the working day.
8 SECTION 41. MODIFICATION
9 This Agreement may be modified from time to time by the written consent of all the parties
10 without, in any way, affecting the remainder.
11
12 SECTION 42. NON -ASSIGNMENT
13 CONTRACTOR shall not assign, transfer, or subcontract this Agreement, or any of its
14 respective rights or duties hereunder without the prior written consent of COUNTY.
15
16 SECTION 43. AUDITS AND INSPECTIONS
17 CONTRACTOR shall at any time during business hours, and as often as COUNTY may deem
18 necessary, make available to COUNTY for examination all of its records and data with respect to the
19 matters covered by this Agreement. CONTRACTOR shall, upon request by COUNTY, permit COUNTY
20 to audit and inspect all of such records and data necessary to ensure CONTRACTOR'S compliance
21 with the terms of this Agreement. If this Agreement exceeds ten thousand dollars ($10,000.00),
22 CONTRACTOR shall be subject to the examination and audit of the California State Auditor for a period
23 of three (3) years after final payment under contract (Government Code Section 8546.7).
24
25 SECTION 44. NOTICES
26 The persons and their addresses having authority to give and receive written notices under this
27 Agreement include the following:
28 43
1
2 COUNTY OF FRESNO CONTRACTOR
3 County of Fresno - ISD Quincon, Inc.
Director of Internal Services/ 200 South 13th Street, Suite 101
4 Chief Information Officer Grover Beach, CA 93433
5 333 W Pontiac Way, Clovis, CA 93612 ATTN: Jose Quintana
6
7 All notices between COUNTY and the CONTRACTOR provided for or permitted under this
8 Agreement must be in writing and delivered either by personal service, by first-class United States mail,
9 by an overnight commercial courier service, or by telephonic facsimile transmission. A notice delivered
10 by personal service is effective upon service to the recipient. A notice delivered by first-class United
11 States mail is effective three (3) COUNTY business days after deposit in the United States mail,
12 postage prepaid, addressed to the recipient. A notice delivered by an overnight commercial courier
13 service is effective one (1) COUNTY business day after deposit with the overnight commercial courier
14 service, delivery fees prepaid, with delivery instructions given for next day delivery, addressed to the
15 recipient. A notice delivered by telephonic facsimile is effective when transmission to the recipient is
16 completed (but, if such transmission is completed outside of COUNTY business hours, then such
17 delivery shall be deemed to be effective at the next beginning of a COUNTY business day), provided
18 that the sender maintains a machine record of the completed transmission. For all claims arising out of
19 or related to this Agreement, nothing in this section establishes, waives, or modifies any claims
20 presentation requirements or procedures provided by law, including but not limited to the Government
21 Claims Act (Division 3.6 of Title 1 of the Government Code, beginning with section 810).
22
23 SECTION 45. LEGAL AUTHORITY
24 Each individual executing this Agreement on behalf of CONTRACTOR hereby covenants,
25 warrants, and represents: (i) that he or she is duly authorized to execute or attest and deliver this
26 Agreement on behalf of such entity, e.g. (without limitation), corporation, limited liability company,
27 limited partnership, partnership or sole proprietorship, in accordance with all applicable formalities and
28 44
1 under California law; (ii) that this Agreement is binding on such entity; and (iii) that CONTRACTOR (as
2 applicable) is a duly organized and legally existing corporation, limited liability company, limited
3 partnership, partnership or sole proprietorship in good standing in the State of California.
4
5 SECTION 46. GOVERNING LAW
6 Venue for any action arising out of or relating to this Agreement shall only be in Fresno County,
7 California. The rights and obligations of the parties and all interpretation and performance of this
8 Agreement shall be governed in all respects by the laws of the State of California.
9
10 SECTION 47. DISCREPANCIES
11 If CONTRACTOR, at any time, discovers a mistake or discrepancy in a Job Order,
12 CONTRACTOR shall not proceed with the affected Work until such correction has been made by
13 COUNTY.
14 1. In resolving conflicts resulting from errors or discrepancies pursuant to this Agreement, the
15 order of precedence shall be as follows:
16 A. Permits from other agencies as may be required by law
17 B. Permits issued by COUNTY
18 C. Changes to Job Orders
19 D. Job Orders
20 E. This Agreement
21 F. Addenda
22 G. Scope of Work
23 H. Technical Specifications
24 I. Construction Task Catalog®
25 J. Reference Specifications
26
27
28 45
1 2. Division of Agreement Documents - For convenience of reference and to facilitate the letting
2 of independent contracts, the Agreement Documents may be separated into certain sections;
3 such separation shall not operate to oblige the Director only or designee to establish the limits of
4 any contract between CONTRACTOR and Sub-Contractor, each of whom shall depend upon
5 his/her own contract stipulations. This Agreement shall apply with equal force to all Work,
6 including extra Work.
7 3. Discrepancies - Should CONTRACTOR, at any time, discover a mistake in any of the
8 Agreement Documents or any discrepancy therein, or any variation between dimensions on the
9 Agreement Documents and measurements at site, or any missing dimensions or other
10 information, CONTRACTOR shall report at once to the Director for correction, and shall not
11 proceed with the affected Work until such correction has been made.
12 4. Shop Drawings - Mill drawings, shop drawings, setting diagrams, schedules, maker's
13 specifications, and illustrations requisite for the various parts of the Work shall be provided, and
14 promptly submitted by CONTRACTOR. These shall be submitted in duplicate or as directed,
15 shall be corrected if necessary, and resubmitted until review by the Director is complete, after
16 which corrected copies of each shall be filed with him and the necessary additional copies
17 supplied for use in connection with the Work. Corrections or comments made on the shop
18 drawings during this review do not relieve CONTRACTOR of his/her responsibility to comply
19 with the requirements of the drawings and specifications. This review is only to check for
20 general conformance with the design concept of the project and general compliance with the
21 Agreement Documents. CONTRACTOR remains responsible for: confirming and correlating all
22 dimensions and quantities; selecting fabrication processes and techniques of construction;
23 coordinating the work of the trades; and performing the work in a safe and satisfactory manner
24 5. Trade Names and Alternatives - The intent of the specifications is to specify high-grade
25 standard equipment, and it is not the intent of these specifications to exclude or omit the
26 products of any responsible manufacturer, if such products are equal in every respect to those
27 mentioned herein. Wherever an article, or any class of materials, is specified by the trade name
28 46
1 or by the name of any particular patentee, manufacturer, or dealer, it shall be taken as intending
2 to mean and specify the article of material described or any other equal thereto in quality, finish,
3 and durability, and equally as serviceable for the purpose for which it is, or they are intended.
4 6. Materials - All materials, unless otherwise specified, shall be new and of good quality, proof of
5 which shall be furnished by CONTRACTOR; in case of doubt as to kind or quality required,
6 samples shall be submitted to the Director who will specify the kind and use of the material
7 appropriate to the location and the function of the item in question, and CONTRACTOR shall
8 furnish such accordingly.
9
10 SECTION 48. DISCLOSURE OF SELF-DEALING TRANSACTIONS
11 This provision is only applicable if CONTRACTOR is operating as a corporation (a for-profit or
12 non-profit corporation) or if during the term of this agreement, CONTRACTOR changes its status to
13 operate as a corporation.
14 Members of CONTRACTOR's Board of Directors shall disclose any self-dealing transactions
15 that they are a party to while CONTRACTOR is providing goods or performing services under this
16 agreement. A self-dealing transaction shall mean a transaction to which CONTRACTOR is a party and
17 in which one or more of its directors has a material financial interest. Members of CONTRACTOR'S
18 Board of Directors shall disclose any self-dealing transactions that they are a party to by completing
19 and signing a Self-Dealing Transaction Disclosure Form (Attachment F, and revised and/or resubmitted
20 to COUNTY prior to commencing with any self-dealing transaction or immediately thereafter).
21
22 SECTION 49. LIQUIDATED DAMAGES
23 It is understood and agreed by both parties to this Agreement that if all the work specified or
24 indicated in the Job Order is not completed within the specified time frames set forth in the Job Order,
25 or within such time limits as extended, damages will be sustained by COUNTY in the event of and by
26 reason of such delay. It is, and will be, impractical and extremely difficult to determine the actual
27 damage which COUNTY will sustain by reason of the delay. It is therefore agreed that CONTRACTOR
28 47
1 will pay, at a minimum, to COUNTY the sum of money stipulated per day in the Job Order for each
2 day's delay in completing the work beyond the time prescribed.
3 COUNTY shall determine the application of liquidated damages, and the value of liquidated
4 damages. Each Job Order shall state whether liquidated damages will be applied. COUNTY may
5 withhold liquidated damages from payments to CONTRACTOR as such damages accrue, or, at
6 COUNTY's discretion, withhold liquidated damages from any payments due or that become due
7 pursuant to a Job Order, including Retention and final payment (pursuant to Government Code
8 §53069.85). COUNTY shall execute a credit Job Order to assess liquidated damages against
9 CONTRACTOR.
10
11 SECTION 50. CONSISTENT FEDERAL INCOME TAX POSITION
12 CONTRACTOR acknowledges that the JJC has been acquired or improved (and is situated on
13 land that has been acquired) using net proceeds of governmental tax-exempt bonds ("Bond-Financed
14 Facility"). CONTRACTOR agrees that, with respect to this Agreement and the Bond-Financed Facility,
15 CONTRACTOR is not entitled to take, and shall not take, any position (also known as a "tax position")
16 with the Internal Revenue Service that is inconsistent with being a "service provider" to the COUNTY,
17 as a "qualified user" with respect to the Bond-Financed Facility, as "managed property," as all of those
18 terms are used in Internal Revenue Service Revenue Procedure 2016-44 and 2017-13, as applicable,
19 and to that end, for example, and not as a limitation, CONTRACTOR agrees that CONTRACTOR shall
20 not, in connection with any federal income tax return that they file with the Internal Revenue Service or
21 any other statement or information that it provides to the Internal Revenue Service, (a) claim ownership,
22 or that it is a lessee, of any portion of the Bond-Financed Facility, or (b) claim any depreciation or
23 amortization (as referenced in Internal Revenue Service Revenue Procedure 2016-44) or amortization
24 deduction (as referenced in Internal Revenue Service Revenue Procedure 2017-13), investment tax
25 credit, or deduction for any payment as rent with respect to the Bond-Financed Facility.
26
27 SECTION 51. ELECTRONIC SIGNATURES
28 48
1 The parties agree that this Agreement may be executed by electronic signature as provided in
2 this section. An "electronic signature" means any symbol or process intended by an individual signing
3 this Agreement to represent their signature, including but not limited to (1) a digital signature; (2) a
4
faxed version of an original handwritten signature; or(3) an electronically scanned and transmitted (for
5
example by PDF document) of a handwritten signature. Each electronic signature affixed or attached to
6
this Agreement (1) is deemed equivalent to a valid original handwritten signature of the person signing
7
8 this Agreement for all purposes, including but not limited to evidentiary proof in any administrative or
9 judicial proceeding, and (2) has the same force and effect as the valid original handwritten signature of
10 that person. The provisions of this section satisfy the requirements of Civil Code section 1633.5,
11 subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3, Part 2, Title 2.5,
12 beginning with section 1633.1). Each party using a digital signature represents that it has undertaken
13 and satisfied the requirements of Government Code section 16.5, subdivision (a), paragraphs (1)
14
through (5), and agrees that each other party may rely upon that representation. This Agreement is not
15
conditioned upon the parties conducting the transactions under it by electronic means and either party
16
17 may sign this Agreement with an original handwritten signature.
18
19
20 SECTION 51. ENTIRE AGREEMENT
21 This Agreement constitutes the entire agreement between CONTRACTOR and COUNTY with
22 respect to the subject matter hereof, and supersedes all previous Agreement negotiations, proposals,
23 commitments, writings, advertisements, publications, and understandings of any nature whatsoever
24 unless expressly included in this Agreement.
25
26
27
28 49
1 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
2 Effective Date.
3
Quincon, Inc. COLNVIOF FRESNO
4 F-hk_
5 {A-uthorized-ftttattrej- Brian Pacheco,
Chairman of the Board of Supervisors of
6 the County of Fresno
7
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8
9 z`�{3�6( tuth4-3tf rStfeE't;-Stt te4G+
GrQvw-BeaGN-GA-93433
10
11
12
13
Quincon, Inc ATTEST:
14 Bernice E. Seidel
Clerk of the Board of Supervisors
15 County of Fresno, State of California
16
By: uG
17 (Aut ed Signature)
18
Jo Quintana
19
President
20 Print Name &Title
21 200 South 13th Street, Suite 101
22 Grover Beach, CA 93433
23
24 FOR ACCOUNTING USE ONLY:
FUND: 1045
25 SUBCLASS: 10000
26 ORG No.: 8935
Account No.: 7295
27
28
18
Attachment A- Scope of Work
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
I
Attachment A- Scope of Work
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
establishmentof 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.
2
Attachment A- Scope of Work
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
3
Attachment A- Scope of Work
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
4
Attachment A- Scope of Work
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
5
Attachment A- Scope of Work
(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
fi
Attachment A- Scope of Work
for their JOC program. The Gordian JOC SolutionTM includes Gordian's proprietary eGordianO, 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
7
ATTACHMENT B
NO HOSTAGE SITUATIONS
rFresno
Juvenile Justice Campus
Policy Manual
County
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/herrelease.
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 theincident.
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 theChief.
Page 1 of 2
ATTACHMENT B
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 hostagetakers.
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.
Page 2 of 2
Attachment C
FRESNO COUNTY SHERIFF'S OFFICE
JAIL DIVISION POLICIES AND PROCEDURES
TITLE: HOSTAGE SITUATIONS NO: B-130
FILE: HOSTAGE
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 for the purpose of escape, monetary gain or any reason
which may place an individual in danger of losing life or suffering serious injury.
ll. NOTIFICATIONS, CONTAINMENT AND CONTROL OF THE SITUATION
Page 1 of 5
Attachment C
FRESNO COUNTY SHERIFF'S OFFICE
JAIL DIVISION POLICIES AND PROCEDURES
TITLE: HOSTAGE SITUATIONS NO: B-130
FILE: HOSTAGE
A. Emergency procedures and notifications shall be implemented 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 concerning 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 force, 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
Page 2of5
Attachment C
FRESNO COUNTY SHERIFF'S OFFICE
JAIL DIVISION POLICIES AND PROCEDURES
TITLE: HOSTAGE SITUATIONS NO: B-130
FILE: HOSTAGE
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 takers.
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
Page 3of5
Attachment C
FRESNO COUNTY SHERIFF'S OFFICE
JAIL DIVISION POLICIES AND PROCEDURES
TITLE: HOSTAGE SITUATIONS NO: B-130
FILE: HOSTAGE
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
Page 4 of 5
Attachment C
FRESNO COUNTY SHERIFF'S OFFICE
JAIL DIVISION POLICIES AND PROCEDURES
TITLE: HOSTAGE SITUATIONS NO: B-130
FILE: HOSTAGE
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 the perceived benevolence.
Page 5of5
ATTACHMENT D
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
Pagel of 1
ATTACHMENT E
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'shistory.
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 theirapplication.
7. Make omissions or false statements ontheir 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.
Pagel of 2
ATTACHMENT E
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.
Page2 of 2
Attachment F
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 to 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