HomeMy WebLinkAboutAgreement A-23-041 with Strategic Mechanical Inc..pdf Agreement No. 23-041
1 SERVICE AGREEMENT
2 This Service Agreement ("Agreement") is dated January 24, 2023 , and is between
3 Strategic Mechanical, Inc., a California corporation ("Contractor"), and the County of Fresno, a
4 political subdivision of the State of California ("County").
5 Recitals
6 A. Public Contract Code section 20128.5 authorizes a board of supervisors to award annual
7 contracts for repair, remodeling, or other repetitive work to be done according to unit prices, to
8 the lowest responsible bidder, based on plans and specifications for typical work.
9 B. County has a need for mechanical repair, remodeling, or other repetitive services to be
10 performed pursuant to an annual contract.
11 C. County desires to engage Contractor to perform mechanical repair, remodeling, or
12 repetitive work according to unit prices on an annual basis pursuant to the terms of this
13 Agreement.
14 The parties therefore agree as follows:
15 Article 1
16 Contractor's Services
17 1.1 Scope of Services. The Contractor shall perform all of the services provided in
18 Exhibit A to this Agreement, titled "Scope of Services."
19 1.2 Representation. The Contractor represents that it is qualified, ready, willing, and
20 able to perform all of the services provided in this Agreement.
21 1.3 Compliance with Laws. The Contractor shall, at its own cost, comply with all
22 applicable federal, state, and local laws and regulations in the performance of its obligations
23 under this Agreement, including but not limited to workers compensation, labor, and
24 confidentiality laws and regulations.
25 1.4 Patent Indemnity. Contractor shall hold County, its officers, agents, and employees,
26 harmless from liability of any nature or kind, including costs and expenses (including attorney's
27 fees and costs), for infringement or use of any copyrighted or uncopyrighted composition, secret
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1 process, patented or unpatented invention, article or appliance furnished or used in connection
2 with this Agreement.
3 1.5 Immigration Reform and Control Act of 1986. Contractor warrants on behalf of
4 itself and all subcontractors engaged for the performance of this Agreement that only persons
5 authorized to work in the United States pursuant to the Immigration Reform and Control Act of
6 1986 and other applicable laws shall be employed in the performance of the Contractor's Work
7 under pursuant to the job order or orders under this Agreement ("Work").
8 1.6 Data Security. Contractor shall employ adequate controls and data security
9 measures, both internally and externally, to ensure and protect the confidential information
10 and/or data provided to Contractor by County, preventing the potential loss, misappropriation, or
11 inadvertent access, viewing, use or disclosure of County data, including sensitive or personal
12 client information; abuse of County resources; and/or disruption to County operations.
13 Individuals and/or agencies may not connect to or use County networks/systems via
14 personally owned mobile, wireless, or handheld devices unless authorized by County for
15 telecommuting purposes and provide a secure connection; up-to-date virus protection and
16 mobile devices must have the remote wipe feature enabled. Computers or computer peripherals
17 including mobile storage devices may not be used (County or Contractor device) or brought in
18 for use into County's system(s) without prior authorization from County's Chief Information
19 Officer and/or designee(s).
20 No storage of County's private, confidential, or sensitive data on any hard-disk drive,
21 portable storage device or remote storage installation, unless encrypted according to advance
22 encryption standards (AES of 128 bit or higher).
23 County will immediately be notified of any violations, breaches, or potential breaches of
24 security related to County's confidential information, data, and/or data processing equipment
25 which stores or processes County data, internally or externally.
26 County shall provide oversight to Contractor's response to all incidents arising from a
27 possible breach of security related to County's confidential client information.
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1 Contractor shall issue any notification to affected individuals as required by law, or as deemed
2 necessary by County, in its sole discretion. Contractor will be responsible for all costs incurred
3 as a result of providing the required notification.
4 1.7 Confidentiality. All services performed by Contractor shall be in strict conformance
5 with all applicable Federal, State of California, and/or local laws and regulations relating to
6 confidentiality, including but not limited to, California Civil Code, California Welfare and
7 Institutions Code, California Health and Safety Code, California Code of Regulations, and the
8 Code of Federal Regulations.
9 Contractor shall submit to County's monitoring of said compliance. Contractor may be a
10 business associate of County, as that term is defined in the "Privacy Rule" enacted by the
11 Health Insurance Portability and Accountability Act of 1996 (HIPAA). As a HIPAA Business
12 Associate, Contractor may use or disclose protected health information ("PHI") to perform
13 functions, activities or services for or on behalf of County as specified by County, provided that
14 such use or disclosure shall not violate HIPAA and its implementing regulations. The uses and
15 disclosures if PHI may not be more expansive than those applicable to County, as the "Covered
16 Entity" under HIPAA's Privacy Rule, except as authorized for management, administrative, or
17 legal responsibilities of the Business Associate.
18 Contractor shall not use or further disclose PHI other than as permitted or required by
19 County, or as required by law without written notice to County. Contractor shall ensure that any
20 agent, including any subcontractor, to which Contractor provides PHI received from, or created
21 or received by the Contractor on behalf of County, shall comply with the same restrictions and
22 conditions with respect to such information.
23 1.8 Confidentiality of Inmates/Wards/Patients/Clients Identity. Some the Work to be
24 performed under this Agreement may occur in secured facilities or facilities that require
25 confidentiality. Contractor shall alert and inform its employees and agents that State law
26 requires that the identities of inmates/wards/patients/clients be kept confidential. Revealing the
27 identities of inmates/wards/patients/clients is punishable by law.
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1 1.9 Intent of Agreement Documents. Some of the Work may require Contractor to
2 work in in-patient care facilities. The intent of Agreement Documents will be to construct or
3 reconstruct the hospital facilities for an individual Job Order in accordance with Title 24,
4 California Code of Regulations. If any conditions develop that are not covered by the Agreement
5 Documents, wherein the completed Work shall not comply with said Title 24, California Code of
6 Regulations, County shall develop a Job Order detailing any required Work and shall submit it to
7 The Office of Statewide Health Planning and Development for approval prior to Contractor
8 proceeding with the Work.
9 1.10 Building Permits. Contractor shall be responsible for all fees and costs incurred in
10 connection with obtaining permits; however, County will reimburse Contractor for the actual cost
11 of the permit or inspection fees, as part of the Job Order, with no additional allowance for
12 overhead and profit.
13 1.11 Codes and Regulations. All work, materials, and equipment shall be in full
14 compliance with the 2013 edition of the California Building Code; California Plumbing Code;
15 California Electrical Code; Cal/Occupational Safety and Health Administration (OSHA) Safety
16 Regulations; and all Federal, State and Local laws, ordinances, regulations, and Fresno County
17 Charter Provisions applicable in the performance of the work.
18 1.12 Coordination of Work. Contractor shall coordinate all work with County to minimize
19 any interruptions to the normal operation of County operations, particularly interruptions to air
20 conditioning, electrical services, alarm system, communications, and computer systems.
21 1.13 Workday. All work shall be set forth as part of the Job Order. Saturday and Sunday
22 work will not be allowed except by written approval of County, and upon 48 hours advance
23 notice. Payment requirements for shift differential and overtime shall be as set forth in the
24 Collective Bargaining Agreement for the trade, on file with the State Department of Industrial
25 Relations, Division of Labor Statistics and Research. Contractors are urged to contact the
26 Prevailing Wage Unit at 415/557-0561 or 415/703-4281 for information on these requirements.
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1 1.14 Schedule of Operation. Time is of the essence in the performing of any Job Order
2 under this Agreement. Contractor shall schedule the work in a manner that will progress to
3 completion without interruption.
4 1.15 Coordination Between Contractors.
5 (A) If separate Agreements are left for Work within or adjacent to the Project site, as may
6 further be hereinafter detailed in the Agreement Documents, Contractor shall
7 conduct the Work so as not to interfere with or hinder the progress of completion of
8 the Work being performed by other Contractors.
9 (B) Contractor shall assume all liability, financial or otherwise, in connection with this
10 Agreement, and shall protect and hold harmless County from any and all damages or
11 claims (including attorney's fees and costs) arising because of inconvenience, delay,
12 or loss experienced by Contractor because of the presence and operations of other
13 Contractors working within the limits of the same improvement. Contractor shall
14 assume all responsibility for all Work not completed or accepted because of the
15 presence and operations of other Contractors.
16 (C) Contractor shall arrange the Work and placement and disposal of the materials being
17 used, so as not to interfere with the operations of other Contractors within or
18 adjacent to the limits of the Project site. Contractor shall join the Work with that of
19 others in an acceptable manner and shall perform it in proper sequence to that of
20 others.
21 1.16 Temporary Facilities.
22 (A) Water and Electricity: Contractor may connect to existing water and electricity
23 available on the site, provided it is suitable to Contractor's requirements. Water and
24 electricity costs shall be paid by County. Contractor shall bear all expenses for
25 carrying the water or electricity to the appropriate locations, and for connecting or
26 tapping into existing lines. Contractor shall furnish fuel and other power for the
27 operation of the heavy equipment, pneumatic tools, and compressors.
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1 (B) Toilet Facilities may be available on the site to the workers engaged in the
2 performance of this Agreement. The use of such facilities may be revoked in the
3 event of excess janitorial requirements, or at the discretion of County.
4 1.17 Fire Protection and Fire Insurance. Contractor shall not perform any fire
5 hazardous operation adjacent to combustible materials. Any fire hazardous operation shall have
6 proper fire extinguishers close by, and the adjacent area shall be policed before stopping work
7 for the day.
8 Contractor shall provide not less than one OSHA/ NFPA Class 10-ABC fire extinguisher
9 for each 9,000 square feet of project area or fraction thereof.
10 1.18 Dust Separation and Protective Barricades. When directed as part of an individual
11 Job Order, Contractor shall erect temporary dust separation partitions and floor mats as
12 necessary to confine dust and debris within the area of Work. Contractor shall post signs, and
13 erect, and maintain barriers and warning devices for the protection of the general public and
14 Contractor and County personnel.
15 Contractor shall provide adequate protection for all parts of the present buildings and its
16 contents and occupants wherever Work under this Agreement is to be performed. Contractor
17 shall observe that the health and welfare of occupants of the existing buildings may be affected
18 by noises and fumes produced by the construction. Contractor shall avoid creating loud and
19 unnecessary noise, and noise-producing Work shall be performed as far away from occupied
20 areas as is consistent with the efficient conduct of the Work.
21 1.19 Damage to Existing Work. Damage to existing construction, equipment, and
22 planting by Contractor in the performance of the Work shall be replaced or repaired and
23 restored to original condition by Contractor at Contractor's expense.
24 1.20 Protection of Alarms, Security, Communications, and Computer Systems.
25 Contractor shall be responsible for all costs incurred by County on these systems as a
26 result of Work by Contractor or damage caused by Contractor's operations, including costs
27 associated with false fire alarms caused by Contractor operations.
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1 1.21 Parking. County will provide parking spaces at the project site when parking is
2 available. However, Contractor shall not rely on County to provide parking.
3 1.22 Record Drawings. Contractor shall be provided with xerox bond prints at no cost,
4 upon which a record of all changes to the project plans shall be made. As the Work progresses,
5 Contractor shall be responsible for and shall maintain a record of all deviations in the
6 mechanical, electrical, plumbing, and other Work from that indicated on the plans. As a
7 condition for considering the project complete, the record drawings must be delivered to the
8 Engineer, and deemed acceptable.
9 1.23 Warranty Response. In lieu of any time limits imposed or implied by the above-
10 referenced Agreement Documents or stated in standard product warranties or special
11 warranties, Contractor shall respond within 24 hours' notice from County that repairs or changes
12 are required in connection with guaranteed Work, or equipment within the guarantee period.
13 1.24 Asbestos Containing Material (ACM). When the Job Order requires Contractor not
14 to remove ACM, Contractor shall exercise caution when working around ACM to prevent the
15 release of ACM into the atmosphere. If damage to ACM results in release of airborne asbestos
16 fibers to the atmosphere, then control measures required by Federal and State regulations must
17 be instituted at Contractors expense. Any ACM damaged by Contractor's operations shall be
18 repaired at Contractor's expense in accordance with applicable Federal, State, and local laws
19 and regulations. When the Job Order requires the removal of ACM, Contractor shall remove,
20 transport, and dispose of either non-friable ACM or less than 100 square feet of friable ACM in
21 accordance with Federal, State, and local statutes and regulations. Contractor shall furnish
22 project notification documents, employee information, equipment certifications, material
23 specifications and samples, project work plan and air monitoring plan, and other project
24 submittals or documentation as required by statute or regulation. The methods for removal and
25 disposal of either non-friable ACM or friable ACM selected by Contractor shall be approved by
26 County before commencing removal operations. If, during the course of removal operations,
27 County determines that removal methods used by Contractor result or may result in releasing
28 airborne asbestos fibers to the atmosphere, Contractor shall immediately cease Contractor's
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1 current ACM removal operations, and propose a new method for removal of ACM for the
2 approval of County. If removal of ACM results in release of airborne asbestos fibers to the
3 atmosphere, then control measures required by Federal and State regulations must be instituted
4 at Contractor's expense. Work area air monitoring may be required for individual Job Orders, at
5 the discretion of County. Work area air monitoring shall be paid for by Contractor. The Engineer
6 reserves the right to require Contractor, at Contractors expense, to utilize a Contractor certified
7 by Contractors State License Board and registered with the Division of Occupational Safety and
8 Health to remove and dispose of ACM, if, in the opinion of the Engineer based on Contractor's
9 performance of ACM removal, only a certified and registered Contractor would possess the
10 technical skills and resources required to remove the ACM. At Contractor's option, removal and
11 disposal of non-friable ACM or friable ACM where removal and disposal may result in release of
12 airborne asbestos fibers to the atmosphere may be subcontracted to a Contractor certified by
13 Contractors State License Board and registered with the Division of Occupational Safety and
14 Health.
15 1.25 Security. Security is of great concern to County. Failure to comply with the security
16 requirements listed below will be considered a breach of contract, and may result in termination
17 of this Agreement and any Job Order for default. Contractor's personnel shall cooperate with all
18 County security personnel at all times, and shall be subject to and conform to County security
19 rules and regulations, including, but not limited to County security rules and procedures, as
20 detailed in Exhibits B, E through G. Any violations or disregard of these rules may be cause for
21 denial of access to County property. The background checks required, and policies listed below,
22 may change throughout the life of this Agreement. It is Contractor's responsibility to request
23 updates from County. All of Contractor's employees, agents, and subcontractors must read the
24 policies listed below. Please see the following Exhibits:
25 • Exhibit B — Probation Juvenile Detention Facilities — No Hostage Policy.
26 • Exhibit E — Fresno Sheriff—Coroner's Office (FSCO) Jail Detention Facilities — No
27 Hostage Policy.
28 . Exhibit F —The Prison Rape Elimination Act.
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1 . Exhibit G — Background Investigations & Identification (ID) Badges.
2 Security provisions will be strictly enforced. All parties who are required to perform their
3 individual services at the site shall be limited to the area required to complete the Work. Such
4 access shall be obtained by notification to the Facilities Services Manager or his designee, of
5 the time and place, prior to commencing the Work.
6 All keys used during construction shall be numbered. Each key issued shall be recorded,
7 and its prompt return shall be strictly enforced. Duplication of any keys issued is strictly
8 prohibited. These keys shall be returned to County's representative at the end of each working
9 day, when required.
10 Some of the Projects to be done under this Agreement may be in secured facilities such
11 as jails. Prior to commencement of Work, Contractor, including all Sub-Contractors and
12 Contractors, shall obtain security clearances for all employees that will be working or making
13 deliveries to the sites.
14 When Work is performed in secured facilities, it is incumbent upon all Contractors to
15 alert all workmen of the necessity for extreme care in accounting for, and keeping all areas free
16 of any and all types of hand tools, power tools, small parts, scrap material, and all other
17 materials which might be concealed upon the person of an inmate/ward/patient, at all times
18 when such tools and materials are not used for the task at hand.
19 Each Work area shall be kept clean and in order both during working hours and at the
20 completion of the working day.
21 1.26 Trenching and Excavation. In accordance with section 7104 of the California Public
22 Contract Code, the following provisions shall apply to any contract involving digging of trenches
23 or other excavations that extend deeper than four feet below the surface:
24 (A) Contractor shall promptly, and before the following conditions are disturbed, notify
25 County, in writing, of any:
26 (i) Material that Contractor believes may be material that is hazardous waste, as
27 defined in section 25117 of the Health and Safety Code that is required to be
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1 removed to a Class I, Class II, or Class III disposal site in accordance with
2 provisions of existing law.
3 (ii) Subsurface or latent physical conditions at the site differing from those
4 indicated.
5 (iii) Unknown physical conditions at the site of any unusual nature, different
6 materially from those ordinarily encountered and generally recognized as
7 inherent in work of the character provided for in the Job Order.
8 (B) County shall promptly investigate the conditions, and if it finds that the conditions do
9 materially so differ, or do involve hazardous waste, and cause a decrease or
10 increase in Contractor's cost of, or the time required for, performance of any part of
11 the work, shall issue an additional Job Order.
12 (C) In the event that a dispute arises between County and Contractor whether the
13 conditions materially differ, or involve hazardous waste, or cause a decrease or
14 increase in Contractor's cost of, or time required for, performance of any part of the
15 Work, Contractor shall not be excused from any scheduled completion date provided
16 for by the Agreement but shall proceed with all Work to be performed under the
17 Agreement. Contractor shall retain any and all rights provided either by contract or by
18 law which pertain to the resolution of disputes and protests between the contracting
19 parties.
20 1.27 Rights and Remedies of County for Default. In case of default by Contractor,
21 County may procure the articles or service from another source and may recover the cost
22 difference and related expenses from any unpaid balance due Contractor or by proceeding
23 against performance bond of Contractor, if any, or by suit against Contractor. The prices paid by
24 County shall be considered the prevailing market price at the time such purchase is made.
25 Articles or services, which upon delivery inspection do not meet specifications, shall be
26 rejected, and Contractor will be considered in default. Contractor shall reimburse County for
27 expenses related to delivery of non-specified goods or services.
28 Regardless of F.O.B. point, Contractor agrees to bear all risks of loss, injury or
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1 destruction to goods and materials ordered herein which occur prior to delivery; loss, injury, or
2 destruction shall not release Contractor from any obligation hereunder.
3 1.28 Assignment of Moneys. Contractor agrees to furnish all labor and materials,
4 including tools, implements, and appliances required, and to perform all the Work in a good and
5 workmanlike manner, free from any and all liens and claims of mechanics, material-men,
6 subcontractors, artisans, machinists, teamsters, day-men, and laborers required for completing
7 specific Job Orders, as directed by County.
8 1.29 Inspection. All material and workmanship (if not otherwise designated by the
9 Agreement Documents) shall be subject to inspection, examination, and test by the Director of
10 the specific project or designated County official (hereinafter "Director") at any and all times
11 during manufacture and/or construction, and at any and all places where such manufacture
12 and/or construction are carried on. The Director shall have the right to reject defective material
13 and workmanship or require its correction.
14 Contractor shall furnish promptly without additional charge, all reasonable facilities,
15 labor, and materials necessary for the safe and convenient inspection and tests that may be
16 required by the Director.
17 If considered necessary or advisable by the Director at any time either before
18 acceptance of the entire Work, or after acceptance and within the guaranty period, to make an
19 examination of Work already completed, by removing or tearing out same, Contractor shall, on
20 request, promptly furnish all necessary facilities, labor, and material. If such Work is found to be
21 defective in any material respect, due to the fault of Contractor or his/her Sub-Contractors, he
22 shall defray all the expenses of such examination and of satisfactory reconstruction. If, however,
23 such Work is found to meet the requirements of this Agreement, Contractor's costs necessarily
24 incurred in the examination and replacement, as determined by use of the Construction Task
25 Catalog®, shall be reimbursed to Contractor and Contractor shall, in addition, if completion of
26 the Work has been delayed thereby, be granted a suitable extension of time on account of the
27 additional Work involved.
28 When the Work is completed, Contractor shall notify County in writing that the Work shall
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1 be ready for final inspection and test on a definite date, which shall be stated in such notice.
2 1.30 Contractor shall not assign moneys due or to become due to Contractor under the
3 Agreement without the written consent of the Auditor-Controller of Fresno County. Any
4 assignment of moneys shall be subject to all proper set-offs in favor of County of Fresno, and to
5 all deductions provided for in the Agreement, and particularly all money withheld, whether
6 assigned or not, shall be subject to being used by County for the completion of the Work in the
7 event that Contractor defaults under this Agreement.
8 1.31 Contractor shall use The Gordian Group, Inc.'s Job Order Contracting System for its
9 JOC program. The Gordian Group, Inc.'s Job Order Contracting System includes proprietary
10 JOC applications that shall be used by Contractor to prepare and submit JOC proposals,
11 subcontractor lists, and other requirements as specified by County. Contractor shall be
12 assessed a Contractor license fee by The Gordian Group, Inc. of one percent (1%) of the value
13 of construction of each project awarded by County ("Contractor License Fee"). Such Contractor
14 License Fee shall be billable by The Gordian Group, Inc., and is payable to The Gordian Group,
15 Inc.
16 1.32 In accordance with Labor Code section 1770, et seq., the Director of the Department
17 of 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 programs
20 authorized by section 3093, and similar purposes applicable to the work to be done.
21 Information pertaining to applicable Prevailing Wage Rates may be found on the website
22 for the State of California— Department of Industrial Relations:
23 http://www.dir.ca.gov/oprl/PWD/index.htm.
24 Information pertaining to applicable prevailing wage rates for apprentices may be found
25 on the website for the State of California — Department of Industrial Relations:
26 http://www.dir.ca.gov/oprl/pwappwage/PWAppWageStart.asp.
27 It shall be mandatory upon Contractor and upon any Sub-Contractor to pay not less than
28 the prevailing wage rates, including overtime and holiday rates, to all workers, laborers, or
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1 mechanics employed on this public work project, including those workers employed as
2 apprentices. Further, Contractor and each subcontractor shall comply with Labor Code sections
3 1777.5 and 1777.6 concerning the employment of apprentices. A copy of the above-mentioned
4 prevailing wage rates shall be posted by Contractor at the job site where it will be available to
5 any interested party.
6 Contractor shall comply with Labor Code section 1775, and shall forfeit as a penalty to
7 County Two Hundred Dollars ($200.00) for each calendar day or portions thereof, for each
8 worker paid less than the prevailing wage rates for the work or craft in which the worker is
9 employed for any work done under this project by Contractor or by any subcontractor under
10 Contractor in violation of Labor Code section 1770, et seq. In addition to the penalty, the
11 difference between the prevailing wage rates and amount paid to each worker for each calendar
12 day or portion thereof for which each worker was paid less than the prevailing wage rate shall
13 be paid to each worker by Contractor or subcontractor.
14 Contractor and each of its subcontractors shall keep a log showing the name, address,
15 social security number, work classification, straight time and overtime hours worked each day
16 and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other
17 employee employed by him or her in connection with this public work project. In accordance
18 with Labor Code section 1776, each payroll record shall be certified and verified by a written
19 declaration under penalty of perjury stating that the information within the payroll record is true
20 and correct, and that Contractor or subcontractor has complied with the requirements of Labor
21 Code sections 1771, 1811 and 1815 for any work performed by its employees on this public
22 work project. These records shall be open at all reasonable hours to inspection by County, its
23 officers, and agents, and to the representatives of the State of California — Department of
24 Industrial Relations, including but not limited to the Division of Labor Standards Enforcement.
25 1.33 Supervision Procedures.
26 (A) Contractor shall give efficient supervision to the Work, using skill and diligence for
27 which Contractor is compensated in the Agreement Adjustment Factors. Contractor
28 shall carefully inspect the site, and study and compare all Agreement Documents
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1 and other instructions, as ignorance of any phase of any of the features or conditions
2 affecting the Agreement shall not excuse Contractor from carrying out its provisions
3 to its full intent.
4 (B) Contractor shall employ a competent superintendent and necessary assistants who
5 shall attend the project site during the progress of the Work. The superintendent
6 shall represent Contractor, and all communications given to the superintendent shall
7 be as binding as if given to Contractor. Contractor shall identify in writing the name
8 and experience of the Superintendent for County review. Contractor's superintendent
9 shall not manage more than four (4) projects that are in construction at any one time.
10 (C) Contractor shall be responsible to County for the acts and omissions of his/her
11 employees, subcontractors and their agents and employees, and other persons
12 performing any of the Work under a contract with Contractor.
13 (D) Contractor shall at all times enforce strict discipline and good order among
14 Contractor's employees and agents, and shall not employ on the Work any unfit
15 person or anyone not skilled in that person's task.
16 (E) Contractor shall not be relieved from Contractor's obligations to perform the Work in
17 accordance with the Agreement Documents, either by the activities or duties of the
18 Director in his/her administration of the Agreement, or by inspections, tests or
19 approvals required or performed by persons other than Contractor.
20 1.34 Construction Procedures.
21 (A) Means and Methods - Contractor shall be solely responsible for, and control of
22 construction means, methods, techniques, sequences, and procedures for all the
23 Work of this Agreement. Additionally, Contractor shall be responsible for safety
24 precautions and programs in connection with the Work.
25 (B) Progress Schedule - Contractor, immediately after being awarded a Job Order, shall
26 update the schedule submitted as part of the Proposal, and submit for County's
27 information an estimated progress schedule.
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1 (C) Laws of City, County and State - Contractor must comply with all rules, regulations,
2 and ordinances of the City and County in which the work is being done, and all Local,
3 State, and Federal laws pertaining to the work.
4 (D) Safeguards -Contractor shall provide, in conformity with all state and local laws,
5 codes, and ordinances, and as may be required, such temporary walls, fences,
6 guard-rails, barricades, lights, danger signs, and enclosures, and shall maintain such
7 safeguards until all Work is completed.
8 (E) When County furnishes equipment or materials to Contractor for use or inclusion in
9 the Work, Contractor's responsibility for all such equipment and materials sha16.
10 Housekeeping - Contractor shall keep the premises free of excess accumulated
11 debris, and clean up as required, and as directed by the Engineer. At completion of
12 Work, all debris shall be removed from the site.
13 (F) Contractor shall keep the premises free of excess accumulated debris, and clean up
14 as required, and as directed by the Engineer. At completion of work, all debris shall
15 be removed from the site.
16 (G)Contractor's Right to Stop Work or Terminate Agreement— If, through no fault of
17 Contractor or of anyone employed by Contractor (1) the Work is stopped by order of
18 any court or governmental authority, or(2) County fails to issue any certificate for
19 payment within forty-five days after it is due, or (3) County fails to pay Contractor
20 within forty-five days after its presentation, any sum certified by County, then
21 Contractor may, upon ten days' written notice to County, stop Work or terminate the
22 Agreement.
23 (H) Hazardous Substances -With the invoice, or within twenty-five (25) days of delivery,
24 Contractor must provide to County a Material Safety Data Sheet for any product
25 used by Contractor, which contains any substance on "The List of 800 Hazardous
26 Substances", published by the State Director of Industrial Relations. (See Hazardous
27 Substances Information and Training Act, California State Labor Code sections 6360
28 through 6399.7)
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1 (1) Recycled Products/Materials—Contractor is encouraged to provide recycled or
2 recyclable products/materials which meet stated specifications per Job Order.
3 1.35 Contractor shall bind every Sub-Contractor to the terms of this Agreement to carry
4 out its provisions insofar as applicable to their work, and Contractor further agrees to pay to
5 each Sub-Contractor his/her or their due portion promptly upon issuance of certificate of
6 payment.
7 (A) Neither the acceptance of the name of a Sub-Contractor, the suggestion of such
8 name, any other act of the County, nor anything contained in the Agreement, shall be
9 construed as creating any contractual relationship between County and any Sub-
10 Contractor.
11 (B) County reserves the right to reject any proposed Sub-Contractor, installer, or supplier
12 who cannot show satisfactory evidence of meeting the qualifications required by this
13 Agreement. In the event of such rejection, Contractor shall, within the time frame
14 listed for submittal of revised Proposals, submit the name and qualifications of a
15 replacement Sub-Contractor, installer, or supplier satisfactory to County. Such
16 replacement submittal shall be in accordance with this Agreement. No adjustment of
17 a Job Order price proposal shall be made in the event of such replacement.
18 (C)This Agreement is subject to nondiscrimination requirements, including, but not
19 limited to, compliance by Contractor and its Sub-Contractors with the provisions of
20 Government Code section 12940.
21 (D)When an individual Job Order utilizes Federal Funds, and Contractor elects to
22 require Disadvantaged Business Enterprise (DBE) participation, Contractor shall
23 follow the Federal Good Faith Effort requirements for inclusion of DBE Sub-
24 Contractors and suppliers.
25 Article 2
26 County's Responsibilities
27 2.1 The Work to be performed pursuant to this Agreement includes a comprehensive
28 listing of detailed repair, remodeling, and other repetitive tasks and specifications that have
16
1 preestablished units of measure and unit prices listed in The Gordian Group, Inc.'s proprietary
2 Construction Task Catalog& The Work performed under this Agreement shall be carried out
3 pursuant to individual tasks orjob orders, and shall involve repair, remodeling, or other
4 repetitive work for public buildings, streets, utilities, and other public works ("Job Order(s)").
5 2.2 County shall identify projects, as well as County's intended results for each project,
6 and may, at County's discretion, work with Contractor to develop a scope and specifications.
7 2.3 County shall issue a Notice to Proceed for each Job Order and shall issue any
8 required subsequent Job Orders for each project.
9 2.4 County shall provide inspection and written acceptance of the Work.
10 2.5 County shall provide a County representative ("County Representative") to represent
11 County, who will work with Contractor to carry out Contractor's obligations under this
12 Agreement. The County Representative will be County's Facilities Division Manager, and/or his
13 or her designees. Contractor shall provide a contact person to the County Representative upon
14 execution of this Agreement and is responsible for informing County as changes in personnel
15 occur.
16 2.6 County may perform or employ others to undertake any portions of Work persistently
17 neglected by Contractor, provided that, after three days' written notice to Contractor, such Work
18 is still not completed to County's satisfaction. In such case, the Work shall be completed under
19 direction of the Director or designated County Official or designee, and the cost deducted from
20 the amount of next payment falling due to Contractor. Such action shall, in no way, affect the
21 status of either party under this Agreement, nor be held as a basis of any claim by Contractor
22 for damages or extension of time.
23 2.7 Changes to the Job Order. Changes Requested by County-County may, without
24 invalidating the Job Order, order changes, modifications, deletions, and extra work by issuing
25 additional written Job Orders during the progress of the Work. Contractor shall not be entitled to
26 compensation for any extra Work performed, unless the Director has issued an additional
27 written Job Order designating (i) the extra Work to be performed, (ii) the price of the extra Work,
28 and (iii) the time for completion of the extra Work. If County orders Work added or deleted from
17
1 the Job Order, the price for the additional Job Order shall be determined using the Procedure
2 for Ordering Work set forth in Exhibit A. Credits for Pre-priced and Non Pre-priced Tasks shall
3 be calculated at the pre-set Unit Prices, and multiplied by the appropriate Adjustment Factors.
4 Credits for Tasks that have been deleted from the Detailed Scope of Work will be given at 100%
5 of the value at which they were included in the original Job Order Price Proposal.
6 Changes in the Work Claimed by Contractor - Contractor may request a change in the
7 Job Order Price, or an extension of time for completion of the Job Order due to changes in the
8 Work that are not within the scope of the Job Order. The request must be in writing, and must
9 be submitted to County prior to beginning the extra work. Furthermore, Contractor shall not be
10 entitled to compensation for any extra work performed unless the Director has issued an
11 additional written Job Order designating (i) the extra work to be performed, (ii) the price of the
12 extra work, and (iii) the time for completion of the extra work. If County agrees that work is
13 added to or deleted from the Job Order, the price for the additional Job Order shall be
14 determined using the Procedure for Ordering Work set forth in Exhibit A.
15 Where Contractor and County disagree on the scope, price, and/or time for changes in
16 the Detailed Scope of Work, County may require Contractor to perform such Work under a
17 written protest, pursuant to the Resolution of Contract Claims in Article 9, section 9.1, herein.
18 Contractor's failure to submit a written protest to the Director within 5 days of beginning such
19 Work constitutes a waiver of any claim.
20 2.8 Discrepancies. Should Contractor, at any time, discover a mistake in any of the
21 Agreement Documents or any discrepancy therein, or any variation between dimensions on the
22 Agreement Documents and measurements at site, or any missing dimensions or other
23 information, Contractor shall report at once to the Director for correction, and shall not proceed
24 with the affected Work until such correction has been made.
25 2.9
26 (A) In resolving conflicts resulting from errors or discrepancies pursuant to this
27 Agreement, the order of precedence shall be as follows:
28 (i) Permits from other agencies as may be required by law
18
1 (ii) Permits issued by County
2 (iii) Changes to Job Orders
3 (iv) Job Orders
4 (v) This Agreement
5 (vi) Addenda
6 (vii) Scope of Work
7 (viii) Technical Specifications
8 (ix) Construction Task Catalog®
9 (x) Reference Specifications
10 (B) Division of Contract Documents - For convenience of reference and to facilitate the
11 letting of independent contracts, the Agreement Documents may be separated into
12 certain sections; such separation shall not operate to oblige the Director only or
13 designee to establish the limits of any contract between Contractor and Sub-
14 Contractor, each of whom shall depend upon his/her own contract stipulations. This
15 Agreement shall apply with equal force to all Work, including extra Work.
16 (C) Shop Drawings - Mill drawings, shop drawings, setting diagrams, schedules, maker's
17 specifications, and illustrations requisite for the various parts of the Work shall be
18 provided, and promptly submitted by Contractor. These shall be submitted in
19 duplicate or as directed, shall be corrected if necessary, and resubmitted until review
20 by the Director is complete, after which corrected copies of each shall be filed with
21 him and the necessary additional copies supplied for use in connection with the
22 Work. Corrections or comments made on the shop drawings during this review do
23 not relieve Contractor of his/her responsibility to comply with the requirements of the
24 drawings and specifications. This review is only to check for general conformance
25 with the design concept of the project and general compliance with the Agreement
26 Documents. Contractor remains responsible for: confirming and correlating all
27 dimensions and quantities; selecting fabrication processes and techniques of
28
19
1 construction; coordinating the work of the trades; and performing the work in a safe
2 and satisfactory manner
3 (D)Trade Names and Alternatives - The intent of the specifications is to specify high-
4 grade standard equipment, and it is not the intent of these specifications to exclude
5 or omit the products of any responsible manufacturer, if such products are equal in
6 every respect to those mentioned herein. Wherever an article, or any class of
7 materials, is specified by the trade name or by the name of any particular patentee,
8 manufacturer, or dealer, it shall be taken as intending to mean and specify the article
9 of material described or any other equal thereto in quality, finish, and durability, and
10 equally as serviceable for the purpose for which it is, or they are intended.
11 (E) Materials -All materials, unless otherwise specified, shall be new and of good
12 quality, proof of which shall be furnished by Contractor; in case of doubt as to kind or
13 quality required, samples shall be submitted to the Director who will specify the kind
14 and use of the material appropriate to the location and the function of the item in
15 question, and Contractor shall furnish such accordingly.
16 2.10 Liquidated Damages. It is understood and agreed by both parties to this Agreement
17 that if all the work specified or indicated in the Job Order is not completed within the specified
18 time frames set forth in the Job Order, or within such time limits as extended, damages will be
19 sustained by County in the event of and by reason of such delay. It is, and will be, impractical
20 and extremely difficult to determine the actual damage which County will sustain by reason of
21 the delay. It is therefore agreed that Contractor will pay, at a minimum, to County the sum of
22 money stipulated per day in the Job Order for each day's delay in completing the work beyond
23 the time prescribed.
24 County shall determine the application of liquidated damages, and the value of liquidated
25 damages. Each Job Order shall state whether liquidated damages will be applied. County
26 may withhold liquidated damages from payments to Contractor as such damages accrue, or,
27 at County's discretion, withhold liquidated damages from any payments due or that become
28 due pursuant to a Job Order, including Retention and final payment (pursuant to
20
1 Government Code §53069.85). County shall execute a credit Job Order to assess liquidated
2 damages against Contractor.
3 2.11 Control of the Work. The Parties agree that the Director shall be the arbiter
4 between parties thereto, and the entire Work is under the Director's jurisdiction to such end. It is
5 the Director's function to interpret the Agreement Documents; pass upon merits of materials and
6 workmanship, compute amounts of and issue certificates for all payments to which Contractor
7 may be entitled; decide upon all deductions from and additions to the Job Order Price resulting
8 from alterations after letting of Job Order; determine amount of damages accruing to either
9 Party from any cause; or conferences at any time during the progress of the Work, and such
10 order shall require Contractor and any or all Sub-Contractors or other Contractors to attend; and
11 perform any other required duties.
12 It shall be the responsibility of the Director or designee to make written decisions in
13 regard to all claims of County or Contractor, and to interpret the Agreement Documents in
14 regard to all questions arising in connection with the execution of the Work.
15 Orders from the Director shall be in writing only, and properly signed; no oral orders from
16 Director, nor from anyone acting for him, shall be considered binding in case of dispute, and no
17 one, other than County, or the Director acting for him, has authority to order changes involving
18 extra expenditures or deductions. Superintendents or Inspectors may be assigned by County
19 and/or Engineer to assist them in the conduct of the Work, and these persons shall be entitled
20 to the same free access to all parts of Work, and the degree of authority of such employees to
21 act for the Engineer is as prescribed for the Engineer, such employees acting within the scope
22 of the particular duties entrusted to them.
23 Authority to stop the Work is vested in the Director, and may be involved whenever the
24 Director deems such action necessary to insure proper execution of the Agreement, and Work
25 may not thereafter be resumed until the Director has given written consent.
26
27
28
21
1 Article 3
2 Compensation, Invoices, and Payments
3 3.1 The County agrees to pay, and the Contractor agrees to receive, compensation for
4 the performance of its services under this Agreement as described in this section. County
5 agrees to pay Contractor, and Contractor agrees to receive compensation for each Job Order in
6 accordance with Contractor's Adjustment Factors stated on the Bid
7 3.2 Schedule set forth in Contractor's Response to the RFQ, which are as follows:
8 General Facilities Normal Working Hours 1.3597
9 Adjustment Factor
10 General Facilities Other than Normal Working 1.8350
11 Hours Adjustment Factor
12 Secured Facilities Normal Working Hours 2.7195
13 Adjustment Factor
14 Secured Facilities Other than Normal 3.6699
15 Working Hours Adjustment Factor
16
17 At no time shall the total sum of the outstanding Job Orders exceed the amount of
18 Contractor's Payment Bond and Performance Bond. A Job Order is outstanding until County
19 has accepted the Work described in the Job Order by execution of a written notice of
20 completion. Contractor shall not be issued Job Orders with compensation amounts that in total
21 exceed the Maximum Agreement Value. County makes no guarantee that Contractor will
22 receive Job Orders totaling the Maximum Agreement Value.
23 In no event shall compensation paid for services performed under this Agreement
24 exceed the Maximum Agreement Value during the term of this Agreement. All expenses
25 incidental to Contractor's performance of services under this Agreement shall be borne by
26 Contractor.
27 3.3 Maximum Compensation. The maximum compensation payable to the Contractor
28 under this Agreement is for all Job Orders ("Maximum Agreement Value") performed by
22
1 Contractor shall not exceed three million dollars ($3,000,000). There is no Minimum
2 Contract Value.
3 3.4 The Contractor acknowledges that the County is a local government entity and does
4 so with notice that the County's powers are limited by the California Constitution and by State
5 law, and with notice that the Contractor may receive compensation under this Agreement only
6 for services performed according to the terms of this Agreement and while this Agreement is in
7 effect, and subject to the maximum amount payable under this section. The Contractor further
8 acknowledges that County employees have no authority to pay the Contractor except as
9 expressly provided in this Agreement.
10 3.5 Invoices. Payments shall be made for inspected and approved Work only. If an
11 individual Job Order requires 45 days or less for completion, County will normally make one
12 payment to Contractor after the Notice of Completion, if required by County, and retention shall
13 be paid after final acceptance of all Work contained under the Job Order and all Agreement
14 requirements for final payment have been satisfied. For Job Orders requiring greater than 45
15 days performance period, County shall consider a request for partial payments to Contractor,
16 which shall not occur more often than monthly. County will make progress payments to
17 Contractor upon completion of portions of the Work, as covered by the Agreement, in
18 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.
24 If, 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'/2% of
26 the 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
28 determines to be adequate security for the fulfillment of the balance of the Work, and
23
1 other requirements of this Agreement. In no event shall this amount be reduced to
2 less than 125% percent of the estimated value of the Work yet to be completed, as
3 determined by the Director. Such reduction shall only be made upon the written
4 request of Contractor, and shall be approved in writing by the surety upon the
5 Performance Bond and the surety upon the Payment Bond. The signature of persons
6 executing the approval for the surety shall be properly acknowledged, and the power
7 of attorney authorizing those persons to give such consent must accompany the
8 approval document.
9 (i) Substitution of securities for any moneys withheld by County to ensure
10 performance under this Agreement shall be permitted, provided that
11 substitution of securities provisions shall not apply to contracts in which there
12 will be financing provided by the Farmers Home Administration of the United
13 Stated Department of Agriculture pursuant to the Consolidated Farm and
14 Rural Development Act (7 U.S.C. Sec. 1921 et seq.), and where federal
15 regulations or policies, or both, do not allow the substitution of securities.
16 (ii) At the request and expense of Contractor, and in compliance with Public
17 Contract Code section 22300, securities equivalent to the amount withheld
18 pursuant to these specifications shall be deposited by Contractor with
19 County, or with a state or federally chartered bank as the escrow agent, who
20 shall then pay such withheld amounts to Contractor upon written
21 authorization of County.
22 (iii) Securities eligible for investment under this section shall include those listed
23 in section 16430 of the Government Code, bank or savings and loans
24 certificates of deposit, interest bearing demand deposit accounts, standby
25 letters of credit, or any other security mutually agreed to by Contractor and
26 County.
27 (iv) Securities to be placed in escrow shall be of a value at least equivalent to the
28 amounts of retention to be paid to Contractor.
24
1 (v) Contractor shall be beneficial owner of any securities substituted for moneys
2 withheld and shall receive any interest thereon.
3 (vi) Contractor shall enter into an escrow agreement satisfactory to County, which
4 agreement shall substantially comply with Public Contract Code section
5 22300.
6 (vii) Contractor shall obtain the written consent of the surety to such escrow
7 agreement.
8 (C)All material and Work covered by progress payments made shall thereupon become
9 the sole property of County, but this provision shall not be construed as relieving
10 Contractor from the sole responsibility for all materials and work upon which
11 payments have been made or the restoration of any damaged Work, or as a waiver
12 of the right of County to require the fulfillment of all of the terms of the Agreement,
13 (D) Upon completion and acceptance of all Work whatsoever required, and the release
14 of all claims against County as specified, the Director shall file a written Notice of
15 Completion, if required by County, with County Recorder as to the entire amount of
16 Work performed.
17 (E) Forty-five (45) days after the filing of such Notice of Completion, if required by
18 County, County shall pay to Contractor the amount therein stated, except as
19 provided in paragraph 2.11(g), less all prior payment and advances whatsoever to or
20 for the account of Contractor, and less material and labor claims duly filed with
21 County on account of this Agreement. All prior estimates and payments, including
22 those relating to extra work, shall be subject to correction by this final payment,
23 which is referred to throughout this Agreement as the Final Payment.
24 (F) The acceptance by Contractor of the Final Payment shall be, and shall operate as a
25 release to County of all claims and of all liability to Contractor for all things done or
26 furnished in connection with this Work, and for every act and neglect of County and
27 others relating to or arising out of this Work, excepting Contractor's claims for
28 interest upon final payment, if this payment be improperly delayed. No payments,
25
1 however, final, or otherwise, shall operate to release Contractor or his/her sureties
2 from any obligations under this Agreement or the Performance and Payment Bonds.
3 (G)Payments may be withheld in the whole or in part, if deemed necessary to protect
4 County from loss on account of the failure of Contractor to (1) meet Contractor's
5 obligations, (2) expedite the Work, (3) correct rejected Work, (4) settle damages as
6 herein provided, (5) produce substantial evidence that no claims will be or have been
7 filed, or (6) that unpaid balances may be insufficient to complete the Work.
8 (H) Contractor shall pay:
9 (i) For all transportation and utility services not later than the 20th day of the
10 calendar month following that in which such services are rendered.
11 (ii) For all materials, tools, and other expendable equipment to the extent of 90%
12 of the cost thereof, not later than the 20th day of the calendar month following
13 that in which such materials, tools, and equipment are delivered at the site of
14 the project, and the balance of the cost thereof not later than the 30th day
15 following the completion of that part of the Work in or on which such
16 materials, tools, and equipment are incorporated or used.
17 (iii) To each of Contractor's Sub-Contractors, not later than the tenth day
18 following each payment to Contractor, the respective amounts allowed
19 Contractor on account of the Work performed by Contractor's Sub
20 Contractors, including that Work performed and paid for under a Change to
21 the Job Order as provided in Article 2, section 2.7 to the extent of each Sub-
22 Contractor's interest therein.
23 3.6 Contractor shall submit invoices on the first day of the month in accordance with the
24 rates and charges agreed upon by that Contractor for the services provided to County during
25 the previous monthly billing period. Each invoice shall reference this Agreement number, the
26 FAMIS work order number, the date and name of the facility where the services were
27 performed, and a clear itemization of services performed, and shall be emailed to
28 ISDBusinessOffice@fresnocountyca.gov or mailed to County of Fresno, ISD, ATTN: Business
26
1 Office, 333 W. Pontiac Way, Clovis, CA 93612. County shall make payment to Contractor no
2 later than forty-five (45) days after receipt and approval of each invoice, which shall be given
3 upon verification of satisfactory performance.
4 3.7 Payment. The County shall pay each correctly completed and timely submitted
5 invoice within 45 days after receipt. The County shall remit any payment to the Contractor's
6 address specified in the invoice.
7 3.8 Incidental Expenses. The Contractor is solely responsible for all of its costs and
8 expenses that are not specified as payable by the County under this Agreement.
9 Article 4
10 Term of Agreement
11 4.1 Term. This Agreement is effective on January 24, 2023 and terminates on January
12 23, 2024, or when all issued Job Orders totaling the Maximum Agreement Value, as defined in
13 Section 3.3, herein, have been completed, whichever occurs first. All Job Orders must be
14 issued, but not necessarily completed, within one (1) calendar year of the Effective Date of this
15 Agreement. All Job Orders for which a Notice to Proceed is issued by County during the term of
16 this Agreement shall be valid and in effect, notwithstanding that the Detailed Scope of Work
17 may be performed, payments may be made, and the guarantee period may continue, after the
18 Agreement term has expired. All terms and conditions of the Agreement apply to each Job
19 Order, except as provided in Article 6, "Termination and Suspension," below.
20 Article 5
21 Notices
22 5.1 Contact Information. The persons and their addresses having authority to give and
23 receive notices provided for or permitted under this Agreement include the following:
24
For the County:
25 Director of Internal Services/Chief Information Officer
County of Fresno
26 333 W Pontiac Way
Clovis, CA 93612
27 Email: isdcontracts@fresnocountyca.gov
28
For the Contractor:
27
1 Executive Vice President
Strategic Mechanical, Inc.
2 4661 E. Commerce Avenue
Fresno, CA 93725
3 Email: cpetty@strategicmech.com
4 5.2 Change of Contact Information. Either party may change the information in section
5 5.1 by giving notice as provided in section 5.3.
6 5.3 Method of Delivery. Each notice between the County and the Contractor provided
7 for or permitted under this Agreement must be in writing, state that it is a notice provided under
8 this Agreement, and be delivered either by personal service, by first-class United States mail, by
9 an overnight commercial courier service, by telephonic facsimile transmission, or by Portable
10 Document Format (PDF) document attached to an email.
11 (A) A notice delivered by personal service is effective upon service to the recipient.
12 (B) A notice delivered by first-class United States mail is effective three County
13 business days after deposit in the United States mail, postage prepaid, addressed to the
14 recipient.
15 (C)A notice delivered by an overnight commercial courier service is effective one
16 County business day after deposit with the overnight commercial courier service,
17 delivery fees prepaid, with delivery instructions given for next day delivery, addressed to
18 the recipient.
19 (D)A notice delivered by telephonic facsimile transmission or by PDF document
20 attached to an email is effective when transmission to the recipient is completed (but, if
21 such transmission is completed outside of County business hours, then such delivery is
22 deemed to be effective at the next beginning of a County business day), provided that
23 the sender maintains a machine record of the completed transmission.
24 5.4 Claims Presentation. For all claims arising from or related to this Agreement,
25 nothing in this Agreement establishes, waives, or modifies any claims presentation
26 requirements or procedures provided by law, including the Government Claims Act (Division 3.6
27 of Title 1 of the Government Code, beginning with section 810).
28
28
1 Article 6
2 6.1 Taxes, permits, fees, and indemnification for patent infringement claim. Contractor
3 shall pay for and include all Federal, State, and local taxes, direct or indirect, upon all materials,
4 and take out and pay all fees and charges for permits and licenses, unless otherwise specified
5 in the Job Order or Technical Specifications.
6 Royalty and license fees incidental to the use of any patented material, device or
7 process shall be paid by Contractor, and in the event of a claim of alleged infringement of patent
8 copyright, or Trade Secret rights, Contractor shall indemnify, save County free and harmless,
9 and defend, at Contractor's own expense, any and all suits that may be brought in connection
10 with such royalty and license fees.
11 Article 7
12 7.1 Guarantee of Work. All Work shall be guaranteed by Contractor, except as may be
13 otherwise specified, against defects resulting from the use of inferior materials, equipment, or
14 workmanship for one year from the date of completion of the Job Order.
15 If repairs or changes are required in connection with guaranteed Work within any
16 guaranteed period, which, in the opinion of County are rendered necessary as the result of the
17 use of materials, equipment, or workmanship, which are inferior, defective, or not in accordance
18 with the terms of this Agreement, Contractor shall, promptly upon receipt of notice from County,
19 and without expense to County (1) place in satisfactory condition in every particular all of such
20 guaranteed Work, correct all defects therein, and (2) make good all damage to the building or
21 site, or equipment or contents thereof, which, in the opinion of County, is the result of the use of
22 materials, equipment, or workmanship which are inferior, defective, or not in accordance with
23 the terms of the Agreement; and (3) make good any work or materials, or the equipment and
24 contents of said building or site disturbed in fulfilling any such guarantee.
25 If Contractor disturbs any Work guaranteed under another Agreement in fulfilling the
26 requirements of the Agreement or of any guarantee, embraced in or required thereby,
27 Contractor shall restore such disturbed Work to a condition satisfactory to the Director, and
28
29
1 guarantee such restored Work to the same extent as it was guaranteed under such other
2 Agreement.
3 County may have the defects corrected if Contractor, after notice, fails to proceed
4 promptly to comply with the terms of the guarantee, and Contractor and his/her surety shall be
5 liable for all expense incurred.
6 All special guarantees applicable to definite parts of the Work that may be stipulated in
7 the Agreement Documents shall be subject to the terms of this section during the first year of
8 the life of such special guarantee.
9 Article 8
10 8.1 Responsibility for Damage. Neither County, the Director of Department of Internal
11 Services, nor any officer or employee of County, or any incorporated city, or officer or employee
12 thereof, within the limits of which the Work is being performed, shall be answerable or
13 accountable in any manner, for any loss or damage to the Work or any part thereof; or for any of
14 the materials or other things used or employed in performing the Work; or for injury to any
15 person or persons, either workmen or the public, for damage to property from any cause which
16 might have been prevented by Contractor, or his/her workers, or anyone employed by
17 Contractor, against all of which injuries or damages to persons and property Contractor having
18 control over such Work must properly guard.
19 Contractor shall be responsible for any liability imposed by law for any damage to any
20 person or property resulting from defects or obstructions or from any cause whatsoever
21 during the progress of the Work or at any time before the completion and final acceptance.
22 Article 9
23 9.1 Resolution of contract claims. Public works contract claims of three hundred
24 seventy-five thousand ($375,000) or less which arise between a Contractor and a local public
25 agency shall be resolved in accordance with the provisions of Article 1.5 (sections 20104-
26 20104.6, inclusive) of Chapter 1 of Part 3 of Division 2 of the Public Contract Code. Article 1.5
27 requires that its provisions or a summary thereof be set forth in the plans and specifications for
28
30
1 any work which may give rise to a claim thereunder. Accordingly, this Agreement incorporates
2 all of the terms and conditions of Article 1.5, as follows:
3 (A) Article 1.5 Resolutions of Contract Claims 20104.
4 (i) This article applies to all public works claims of three hundred seventy-five
5 thousand dollars ($375,000) or less which arise between a Contractor and a
6 local agency.
7 (B) This article shall not apply to any claims resulting from a contract between a
8 Contractor and a public agency when the public agency has elected to resolve any
9 disputes pursuant to Article 7.1 (commencing with section 10240) of Chapter 1 of
10 Part 2.
11 (i) "Public work" has the same meaning as in sections 3100 and 3106 of the
12 Civil Code, except that "public work" does not include any work or
13 improvement contracted for by the state or the Regents of the University of
14 California.
15 (C) "Claim" means a separate demand by the Contractor for (A) a time extension, (B)
16 payment of money or damages arising from work done by or on behalf of the
17 Contractor pursuant to the contract for a public work and payment of which is not
18 otherwise expressly provided for or the claimant is not otherwise entitled to, or (C) an
19 amount the payment of which is disputed by the local agency.
20 (i) The provisions of this article or a summary thereof shall be set forth in the
21 plans or specifications for any work which may give rise to a claim under this
22 article.
23 (ii) This article applies only to contracts entered into on or after January 1, 1991.
24 20104.2 For any claim subject to this article, following requirements apply:
25 The claim shall be in writing and include the documents necessary to
26 substantiate the claim. Claims must be filed on or before the date of final
27 payment. Nothing in this subdivision is intended to extend the time limit or
28
31
1 supersede notice requirements otherwise provided by contract for the filing of
2 claims.
3 (iii) For claims of less than fifty thousand dollars ($50,000), the local agency shall
4 respond in writing to any written claim within 45 days of receipt of the claim,
5 or may request, in writing, within 30 days of receipt of the claim, any
6 additional documentation supporting the claim or relating to defenses or
7 claims the local agency may have against the claimant.
8 (D) If additional information is thereafter required, it shall be requested and provided
9 pursuant to this subdivision, upon mutual agreement of the local agency and the claimant.
10 (E) The local agency's written response to the claim as further documented shall be
11 submitted to the claimant within 15 days after receipt of the further documentation or within a
12 period of time no greater than that taken by the claimant in producing the additional information,
13 whichever is greater. For claims of over fifty thousand dollars ($50,000) and less than or equal
14 to three hundred seventy-five thousand dollars ($375,000), the local agency shall respond in
15 writing to all written claims within 60 days of receipt of the claim, or may request, in writing,
16 within 30 days of receipt of the claim, any additional documentation supporting the claim or
17 relating to defenses or claims the local agency may have against the claimant.
18 (F) 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 (G)The local agency's written response to the claim, as further documented, shall be
21 submitted to the claimant within 30 days after receipt of the further documentation, or within a
22 period of time no greater than that taken by the claimant in producing the additional information
23 or requested documentation, whichever is greater.
24 (i) If the claimant disputes the local agency's written response, or the local
25 agency fails to respond within the time prescribed, the claimant may so notify
26 the local agency in writing, either within 15 days of receipt of the local
27 agency's response or within 15 days of the local agency's failure to respond
28 within the time prescribed, respectively, and demand an informal conference
32
1 to meet and confer for settlement of the issues in dispute, Upon a demand,
2 the local agency shall schedule a meet and confer conference within 30 days
3 for settlement of the dispute.
4 (ii) If following the meet and confer conference the claim or any portion remains
5 in dispute, the claimant may file a claim pursuant to Chapter 1 (commencing
6 with section 900) and Chapter 2 (commencing with section 910) of Part 3 of
7 Division 3.6 of Title 1 of the Government Code. For purposes of those
8 provisions, the running of the period of time within which a claim must be filed
9 shall be tolled from the time the claimant submits his/her or her written claim
10 pursuant to subdivision (a) until the time the claim is denied, including any
11 period of time utilized by the meet and confer conference. 20104.4 The
12 following procedures are established for all civil actions filed to resolve claims
13 subject to this article: (a) Within 60 days, but no earlier than 30 days,
14 following the filing or responsive pleadings, the court shall submit the matter
15 to nonbinding mediation unless waived by the mutual stipulation of both
16 parties. The mediation process shall provide for the selection within 15 days
17 by both parties of disinterested third person as mediator, shall be
18 commenced within 30 days of the submittal, and shall be concluded within 15
19 days from the commencement of the mediation unless a time requirement is
20 extended upon a good cause showing to the court or by stipulation of both
21 parties. If the parties fail to select a mediator within the 15-day period, any
22 party may petition the court to appoint the mediator. (b)(1) If the matter
23 remains in dispute, the case shall be submitted to the judicial arbitration
24 pursuant to Chapter 2.5 (commencing with section 1141.10) of Title 3 of Part
25 3 of the Code of Civil Procedure, notwithstanding section 1141.11 of that
26 code. The Civil Discovery Act of 1986 (Article 3 (commencing with section
27 2016) of Chapter 3 of Title 3 of Part 4 of Civil Procedure) shall apply to any
28
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1 proceeding brought under this subdivision consistent with the rule pertaining
2 to judicial arbitration. (2) Notwithstanding any other provision of law, upon
3 stipulation of the parties, arbitrators appointed for purposes of this article shall
4 be experienced in construction law, and, upon stipulation of the parties,
5 mediators and arbitrators shall be paid necessary and reasonable hourly
6 rates of pay not to exceed their customary rate, and such fees and expenses
7 shall be paid equally by the parties, except in the case of arbitration where
8 the arbitrator, for good cause, determines a different division. In no event
9 shall these fees or expenses be paid by state or County funds. (3) In addition
10 to Chapter 2.5 (commencing with section 1141.10) of Title 3 of Part 3 of the
11 Code of Civil Procedure, any party who after receiving an arbitration award
12 requests a trial de novo but does not obtain a more favorable judgment shall,
13 in addition to payment of costs and fees under that chapter, pay the
14 attorney's fees of the other party arising out of the trial de novo. (c) The court
15 may, upon request by any party, order any witnesses to participate in the
16 mediation or arbitration process. Arbitrators shall be experienced in
17 construction law. 20104.6 (a) No local agency shall fail to pay money as to
18 any portion of a claim which is undisputed except as otherwise provided in
19 the contract. (b) In any suit filed under section 20104.4, the local agency shall
20 pay interest at the legal rate on any arbitration award or judgment. The
21 interest shall begin to accrue on the date the suit is filed in a court of law.
22 Article 10
23 Termination and Suspension
24 10.1 Termination for Non-Allocation of Funds. The terms of this Agreement are
25 contingent on the approval of funds by the appropriating government agency. If sufficient funds
26 are not allocated, then the County, upon at least 30 days' advance written notice to the
27 Contractor, may:
28 (A) Modify the services provided by the Contractor under this Agreement; or
34
1 (B) Terminate this Agreement.
2 10.2 Termination for Breach.
3 (A) Upon determining that a breach (as defined in paragraph (C) below) has
4 occurred, the County may give written notice of the breach to the Contractor. The written
5 notice may suspend performance under this Agreement, and must provide at least 30
6 days for the Contractor to cure the breach.
7 (B) If the Contractor fails to cure the breach to the County's satisfaction within the
8 time stated in the written notice, the County may terminate this Agreement immediately.
9 (C) For purposes of this section, a breach occurs when, in the determination of the
10 County, the Contractor has:
11 i. Obtained or used funds illegally or improperly;
12 ii. Failed to comply with any part of this Agreement;
13 iii. Submitted a substantially incorrect or incomplete report to the County; or
14 iv. Improperly performed any of its obligations under this Agreement.
15 10.3 Termination without Cause. In circumstances other than those set forth above, the
16 County may terminate this Agreement by giving at least 30 days advance written notice to the
17 Contractor.
18 10.4 No Penalty or Further Obligation. Any termination of this Agreement by the County
19 under this Article 6 is without penalty to or further obligation of the County.
20 10.5 County's Rights upon Termination. Upon termination for breach under this Article
21 6, the County may demand repayment by the Contractor of any monies disbursed to the
22 Contractor under this Agreement that, in the County's sole judgment, were not expended in
23 compliance with this Agreement. The Contractor shall promptly refund all such monies upon
24 demand. This section survives the termination of this Agreement.
25 Article 11
26 Independent Contractor
27 11.1 Status. In performing under this Agreement, the Contractor, including its officers,
28 agents, employees, and volunteers, is at all times acting and performing as an independent
35
1 Contractor, in an independent capacity, and not as an officer, agent, servant, employee, joint
2 venturer, partner, or associate of the County.
3 11.2 Verifying Performance. The County has no right to control, supervise, or direct the
4 manner or method of the Contractor's performance under this Agreement, but the County may
5 verify that the Contractor is performing according to the terms of this Agreement.
6 11.3 Benefits. Because of its status as an independent Contractor, the Contractor has no
7 right to employment rights or benefits available to County employees. The Contractor is solely
8 responsible for providing to its own employees all employee benefits required by law. The
9 Contractor shall save the County harmless from all matters relating to the payment of
10 Contractor's employees, including compliance with Social Security withholding and all related
11 regulations.
12 11.4 Services to Others. The parties acknowledge that, during the term of this
13 Agreement, the Contractor may provide services to others unrelated to the County.
14 Article 12
15 Indemnity and Defense
16 12.1 Indemnity. The Contractor shall indemnify and hold harmless and defend the
17 County (including its officers, agents, employees, and volunteers) against all claims, demands,
18 injuries, damages, costs, expenses (including attorney fees and costs), fines, penalties, and
19 liabilities of any kind to the County, the Contractor, or any third party that arise from or relate to
20 the performance or failure to perform by the Contractor (or any of its officers, agents, Sub-
21 Contractors, or employees) under this Agreement. The County may conduct or participate in its
22 own defense without affecting the Contractor's obligation to indemnify and hold harmless or
23 defend the County.
24 12.2 Survival. This Article 12.2 survives the termination of this Agreement.
25 Article 13
26 Insurance
27 13.1 The Contractor shall comply with all the insurance requirements in Exhibit D to this
28 Agreement.
36
1 Article 14
2 Inspections, Audits, and Public Records
3 14.1 Inspection of Documents. The Contractor shall make available to the County, and
4 the County may examine at any time during business hours and as often as the County deems
5 necessary, all of the Contractor's records and data with respect to the matters covered by this
6 Agreement, excluding attorney-client privileged communications. The Contractor shall, upon
7 request by the County, permit the County to audit and inspect all of such records and data to
8 ensure the Contractor's compliance with the terms of this Agreement.
9 14.2 State Audit Requirements. If the compensation to be paid by the County under this
10 Agreement exceeds $10,000, the Contractor is subject to the examination and audit of the
11 California State Auditor, as provided in Government Code section 8546.7, for a period of three
12 years after final payment under this Agreement. This section survives the termination of this
13 Agreement.
14 14.3 Public Records. The County is not limited in any manner with respect to its public
15 disclosure of this Agreement or any record or data that the Contractor may provide to the
16 County. The County's public disclosure of this Agreement or any record or data that the
17 Contractor may provide to the County may include but is not limited to the following:
18 (A) The County may voluntarily, or upon request by any member of the public or
19 governmental agency, disclose this Agreement to the public or such governmental
20 agency.
21 (B) The County may voluntarily, or upon request by any member of the public or
22 governmental agency, disclose to the public or such governmental agency any record or
23 data that the Contractor may provide to the County, unless such disclosure is prohibited
24 by court order.
25 (C) This Agreement, and any record or data that the Contractor may provide to the
26 County, is subject to public disclosure under the Ralph M. Brown Act (California
27 Government Code, Title 5, Division 2, Part 1, Chapter 9, beginning with section 54950).
28
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1 (D) This Agreement, and any record or data that the Contractor may provide to the
2 County, is subject to public disclosure as a public record under the California Public
3 Records Act (California Government Code, Title 1, Division 7, Chapter 3.5, beginning
4 with section 6250) ("CPRA").
5 (E) This Agreement, and any record or data that the Contractor may provide to the
6 County, is subject to public disclosure as information concerning the conduct of the
7 people's business of the State of California under California Constitution, Article 1,
8 section 3, subdivision (b).
9 (F) Any marking of confidentiality or restricted access upon or otherwise made with
10 respect to any record or data that the Contractor may provide to the County shall be
11 disregarded and have no effect on the County's right or duty to disclose to the public or
12 governmental agency any such record or data.
13 14.4 Public Records Act Requests. If the County receives a written or oral request
14 under the CPRA to publicly disclose any record that is in the Contractor's possession or control,
15 and which the County has a right, under any provision of this Agreement or applicable law, to
16 possess or control, then the County may demand, in writing, that the Contractor deliver to the
17 County, for purposes of public disclosure, the requested records that may be in the possession
18 or control of the Contractor. Within five business days after the County's demand, the
19 Contractor shall (a) deliver to the County all of the requested records that are in the Contractor's
20 possession or control, together with a written statement that the Contractor, after conducting a
21 diligent search, has produced all requested records that are in the Contractor's possession or
22 control, or (b) provide to the County a written statement that the Contractor, after conducting a
23 diligent search, does not possess or control any of the requested records. The Contractor shall
24 cooperate with the County with respect to any County demand for such records. If the
25 Contractor wishes to assert that any specific record or data is exempt from disclosure under the
26 CPRA or other applicable law, it must deliver the record or data to the County and assert the
27 exemption by citation to specific legal authority within the written statement that it provides to
28 the County under this section. The Contractor's assertion of any exemption from disclosure is
38
1 not binding on the County, but the County will give at least 10 days' advance written notice to
2 the Contractor before disclosing any record subject to the Contractor's assertion of exemption
3 from disclosure. The Contractor shall indemnify the County for any court-ordered award of costs
4 or attorney's fees under the CPRA that results from the Contractor's delay, claim of exemption,
5 failure to produce any such records, or failure to cooperate with the County with respect to any
6 County demand for any such records.
7 Article 15
8 Disclosure of Self-Dealing Transactions
9 15.1 Applicability. This Article 11 applies if the Contractor is operating as a corporation,
10 or changes its status to operate as a corporation.
11 15.2 Duty to Disclose. If any member of the Contractor's board of directors is party to a
12 self-dealing transaction, he or she shall disclose the transaction by completing and signing a
13 "Self-Dealing Transaction Disclosure Form" (Exhibit C to this Agreement) and submitting it to
14 the County before commencing the transaction or immediately after.
15 15.3 Definition. "Self-dealing transaction" means a transaction to which the Contractor is
16 a party and in which one or more of its directors, as an individual, has a material financial
17 interest.
18 Article 16
19 General Terms
20 16.1 County. The County of Fresno, State of California, as represented by the Fresno
21 County Board of Supervisors.
22 16.2 Director. The Director of Department of Internal Services, County of Fresno, acting
23 either 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 16.3 Architect or Engineer. The Director of Department of Internal Services and his/her
27 authorized agents, which may include a duly licensed Architect or Engineer providing consultant
28 services in accordance with an agreement with the County.
39
1 16.4 Contractor. When used in the General Conditions refer to: person, persons, entity,
2 copartner ship: or corporation so named in Agreement; when used in the body of the Contract
3 Documents, refers to Contractor for that specific work, whether it be the General Contractor,
4 Sub-Contractor, or other Contractor.
5 16.5 Sub-Contractor. Person, persons, entity, co-partnership or corporation having direct
6 contract with Contractor.
7 16.6 Adjustment Factor. Contractor's competitively bid price adjustment to the Unit
8 Prices published in the Construction Task Catalog®.
9 16.7 Construction Task Catalog (CTC). A comprehensive listing of specific construction
10 related tasks identified by County, together with a specified unit of measurement and Unit Price.
11 16.8 Agreement Documents. All Job Orders issued under the Agreement; all
12 amendments, modifications, or revisions to the Agreement; surety bonds; certificates of
13 insurance; County notification to Contractor that Work is needed; County Requests for Job
14 Order Proposals; and any design drawings provided by County with the Job Orders.
15 16.9 Final Completion of the Job Order. The last date on which all of the following
16 events have occurred: County has determined that all Punch List Work and any other remaining
17 Work have been completed in accordance with the Agreement Documents; final inspections
18 have been completed, and all operations systems and equipment testing have been completed;
19 the issuance of final occupancy certifications (if any); all deliverables have been provided to
20 County, and all contractual requirements for final payment have been completed.
21 16.10 Job Order Contract (JOC). This Agreement, which is a competitively bid, firm fixed-
22 price, indefinite-quantity contract for accomplishing construction and construction-related
23 services. Work is accomplished through the issuance of individual Job Orders. Each Job Order
24 issued under the Agreement shall be a firm fixed priced for accomplishing a specific
25 construction task or Project.
26 16.11 Non Pre-Priced (NPP) Tasks. The units of Work that are not included in the
27 Construction Task Catalog®, but are required by the Detailed Scope of Work.
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1 16.12 Normal Working Hours. Between the hours of 7:00 AM to 5:00 PM, Monday
2 through Friday, inclusive. Saturdays, Sundays, and County holidays are excluded.
3 16.13 Notice of Completion. A form issued by County indicating that the Work is
4 complete, and fixing the date of completion. The form is signed by County, and filed with the
5 County Recorder. County, at its sole discretion, may elect not to issue a Notice of Completion
6 on any individual Job Order.
7 16.14 Notice to Proceed. Written authorization from County for Contractor to commence a
8 Job Order.
9 16.15 Other than Normal Working Hours. Work done between the hours of 5:00 PM to
10 7:00 AM, on weekdays, and any times during Saturday, Sunday, and County holidays.
11 16.16 Plans. The drawings, sketches, illustrations, specifications, or other pertinent
12 information included on or attached to the Job Order.
13 16.17 Pre-Priced Task. An item of work included in the Construction Task Catalog®for
14 which a unit price is given.
15 16.18 Project. Collectively, the improvements to be constructed by Contractor pursuant to
16 one or more Job Orders.
17 16.19 Job Order Price Proposal. A price proposal prepared by Contractor that includes
18 the Pre-priced Tasks, Non Pre-priced Tasks, quantities, and appropriate Adjustment Factors
19 required to complete the Detailed Scope of Work.
20 16.20 Job Order Proposal. Contractor's irrevocable offer to perform Work associated with
21 a Job Order, which refers to a Contractor-prepared document quoting a firm fixed Job
22 Order Price and schedule for the completion of a specific Detailed Scope of Work. Contractor's
23 Job Order Proposal must be on forms provided by County, and in an electronic version
24 compatible with County's systems. The Job Order Proposal may also contain approved
25 drawings, work schedule, permits, or other such documentation as County might require for a
26 specific Job Order.
27 16.21 Job Order Price. The value of the approved Job Order Price Proposal and the lump
28 sum amount a Contractor will be paid for completing a Job Order.
41
1 16.22 Job Order Completion Time. The time within which Contractor must complete the
2 Detailed Scope of Work.
3 16.23 Joint Scope Meeting. A site meeting to discuss the work before the Detailed Scope
4 of Work is finalized.
5 16.24 Punch List Work. A compilation of minor items that have not been completed in
6 accordance with an individual Job Order and the Agreement Documents. Whether an item is
7 Punch List Work or necessary for completion shall be determined in the sole discretion of
8 County.
9 16.25 Request for Job Order Proposal (RFJOP). County's written request to Contractor
10 for a Job Order Proposal for the Detailed Scope of Work referenced in a specific Job Order.
11 16.26 Detailed Scope of Work. The complete description of services to be provided by
12 Contractor under an individual Job Order.
13 16.27 Job Order. The documents that indicate the Work to be accomplished under this
14 Agreement. County will be responsible for the development of the Job Order, as well as the
15 inspection and acceptance of the Work contained within the Job Order. County will review
16 Contractor's Proposal, and if acceptable, shall issue a Job Order for the Work described therein.
17 Each Job Order shall include a Detailed Scope of Work, a lump sum, firm fixed Job Order Price
18 Proposal from Contractor based upon the Construction Task Catalog® or NPP Task formula,
19 whichever is applicable, time for completion of the Work, and any special conditions that might
20 apply to that specific Job Order, such as Liquidated Damages. County also reserves the right to
21 issue a Job Order to the Contractor for a Job Order Price Proposal that is generated by County,
22 which in the opinion of County, best represents the Detailed Scope of Work (DSOW)for such
23 project.
24 16.28 Unit Price. The price published in the Construction Task Catalog®for a specific
25 construction or construction-related task. The Unit Prices are fixed for the duration of the
26 Agreement. Each Unit Price is comprised of the labor, equipment, and materials costs to
27 accomplish that specific task.
28
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1 16.29 Agreement Documents. All Job Orders issued under the Agreement; all
2 amendments, modifications, or revisions to the Agreement; surety bonds; certificates of
3 insurance; County notification to CONTRACTOR that Work is needed; County Requests for Job
4 Order Proposals; and any design drawings provided by COUNTY with the Job Orders.
5 16.30 Work. Contractor's furnishing of all labor, materials, equipment, and other incidentals
6 necessary or convenient to the completion of an individual Job Order.
7 16.31 Technical Specifications. The written requirements for materials, equipment,
8 systems, standards, and workmanship for the work, and performance of related services.
9 16.32 Modification. Except as provided in Article 6, "Termination and Suspension," this
10 Agreement may not be modified, and no waiver is effective, except by written agreement signed
11 by both parties. The Contractor acknowledges that County employees have no authority to
12 modify this Agreement except as expressly provided in this Agreement.
13 16.33 Non-Assignment. Neither party may assign its rights or delegate its obligations
14 under this Agreement without the prior written consent of the other party.
15 16.34 Governing Law. The laws of the State of California govern all matters arising from
16 or related to this Agreement.
17 16.35 Jurisdiction. This Agreement is signed and performed in Fresno County, California.
18 Contractor consents to California jurisdiction for actions arising from or related to this
19 Agreement, and, subject to the Government Claims Act, all such actions must be brought and
20 maintained in Fresno County.
21 16.36 Construction. The final form of this Agreement is the result of the parties' combined
22 efforts. If anything in this Agreement is found by a court of competent jurisdiction to be
23 ambiguous, that ambiguity shall not be resolved by construing the terms of this Agreement
24 against either party.
25 16.37 Severability. If anything in this Agreement is found by a court of competent
26 jurisdiction to be unlawful or otherwise unenforceable, the balance of this Agreement remains in
27 effect, and the parties shall make best efforts to replace the unlawful or unenforceable part of
28
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1 this Agreement with lawful and enforceable terms intended to accomplish the parties' original
2 intent.
3 16.38 Nondiscrimination. During the performance of this Agreement, the Contractor shall
4 not unlawfully discriminate against any employee or applicant for employment, or recipient of
5 services, because of race, religious creed, color, national origin, ancestry, physical disability,
6 mental disability, medical condition, genetic information, marital status, sex, gender, gender
7 identity, gender expression, age, sexual orientation, military status or veteran status pursuant to
8 all applicable State of California and federal statutes and regulation.
9 16.39 No Waiver. Payment, waiver, or discharge by the County of any liability or obligation
10 of the Contractor under this Agreement on any one or more occasions is not a waiver of
11 performance of any continuing or other obligation of the Contractor and does not prohibit
12 enforcement by the County of any obligation on any other occasion.
13 16.40 Entire Agreement. This Agreement, including its exhibits, is the entire agreement
14 between the Contractor and the County with respect to the subject matter of this Agreement,
15 and it supersedes all previous negotiations, proposals, commitments, writings, advertisements,
16 publications, and understandings of any nature unless those things are expressly included in
17 this Agreement. If there is any inconsistency between the terms of this Agreement without its
18 exhibits and the terms of the exhibits, then the inconsistency will be resolved by giving
19 precedence first to the terms of this Agreement without its exhibits, and then to the terms of the
20 exhibits.
21 16.41 No Third-Party Beneficiaries. This Agreement does not and is not intended to
22 create any rights or obligations for any person or entity except for the parties.
23 16.42 Authorized Signature. The Contractor represents and warrants to the County that:
24 (A) The Contractor is duly authorized and empowered to sign and perform its
25 obligations under this Agreement.
26 (B) The individual signing this Agreement on behalf of the Contractor is duly
27 authorized to do so and his or her signature on this Agreement legally binds the
28 Contractor to the terms of this Agreement.
44
1 16.43 Electronic Signatures. The parties agree that this Agreement may be executed by
2 electronic signature as provided in this section.
3 (A) An "electronic signature" means any symbol or process intended by an individual
4 signing this Agreement to represent their signature, including but not limited to (1) a
5 digital signature; (2) a faxed version of an original handwritten signature; or (3) an
6 electronically scanned and transmitted (for example by PDF document) version of an
7 original handwritten signature.
8 (B) Each electronic signature affixed or attached to this Agreement (1) is deemed
9 equivalent to a valid original handwritten signature of the person signing this Agreement
10 for all purposes, including but not limited to evidentiary proof in any administrative or
11 judicial proceeding, and (2) has the same force and effect as the valid original
12 handwritten signature of that person.
13 (C)The provisions of this section satisfy the requirements of Civil Code section
14 1633.5, subdivision (b), in the Uniform Electronic Transaction Act (Civil Code, Division 3,
15 Part 2, Title 2.5, beginning with section 1633.1).
16 (D) Each party using a digital signature represents that it has undertaken and
17 satisfied the requirements of Government Code section 16.5, subdivision (a),
18 paragraphs (1) through (5), and agrees that each other party may rely upon that
19 representation.
20 (E) This Agreement is not conditioned upon the parties conducting the transactions
21 under it by electronic means and either party may sign this Agreement with an original
22 handwritten signature.
23 16.44 Counterparts. This Agreement may be signed in counterparts, each of which is an
24 original, and all of which together constitute this Agreement.
25 [SIGNATURE PAGE FOLLOWS]
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1 The parties are signing this Agreement on the date stated in the introductory clause.
2
Strategic Mechanical, Inc. County of Fresno
3
4 r
Chad Petty(Dec 14,2b12 08:56 PST)
5 Chad Petty, Executive Vice President 561 )QuipferN Chairman of the Board of
i s the County of Fresno
6 4661 E. Commerce Avenue
Fresno, CA 93725 Attest:
7 Bernice Seidel
Clerk of the Board of Supervisors
8 County of Fresno, State of California
9
By:
10 Deputy
11 For accounting use only:
12 Org No.: 8935
Account No.: 7295
13 Fund No.: 1045
Subclass No.: 10000
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Exhibit A
1 Scope of Work and Ordering Procedure for Ordering Work
2 1) The Construction Task Catalog® contains construction tasks with preset Unit
3 Prices. All Unit Prices are based on local labor, material, and equipment prices
4 and are for the direct cost of construction.
5 2) The Contractor will be required to work at any of the County's facilities. The
6 County makes no commitment as to the award of individual Job Orders. All costs
7 associated with preparing Job Order Proposals shall be the responsibility of the
8 Contractor.
9 3) Work or performance shall be made only as authorized by Job Orders issued in
10 accordance with this Scope of Work. The Contractor shall furnish to the County,
11 the supplies or services specified in the Job Orders up to and including the
12 Maximum Contract Value. The County shall give the Contractor the opportunity
13 to perform at least the Minimum Contract Value of construction services
14 designated in the Agreement Documents.
15 4) The Scope of Work of this Agreement shall be determined by individual Job
16 Orders. The Job Order will reference the Detailed Scope of Work, and set forth
17 the Job Order Completion Time, and the Job Order Price. The Job Order Price is
18 determined by multiplying the preset Unit Prices by the appropriate quantities
19 and by the appropriate Adjustment Factor. The Job Order Price shall be a lump
20 sum, fixed price for the completion of the Detailed Scope of Work. A separate
21 Job Order will be issued for each project. Extra work, credits, and deletions will
22 be contained in additional Job Orders. The Contractor shall provide all pricing,
23 management, design drawings, shop drawings, documents, Work, materials,
24 supplies, parts (to include system components), transportation, plant,
25 supervision, labor, and equipment needed to complete the Job Order. The
26 Contractor shall provide quality assurance as specified in strict accordance with
27 the Agreement. The Contractor shall also be responsible for site safety as well as
28 site preparation and cleanup.
A-1
Exhibit A
1 5) The Contractor shall conduct the Work in strict accordance with the Agreement,
2 and all applicable federal, state, and local laws, regulations, or codes.
3 6) Contractor shall maintain accurate and complete records, files, and libraries of
4 documents, to include federal, state, and local regulations, codes, applicable
5 laws listed herein, and manufacturers' instructions and recommendations, which
6 are necessary and related to the Work to be performed.
7 7) Contractor shall prepare and submit required reports, maintain current record
8 drawings, and submit required information. The Contractor shall provide:
9 materials lists to include trade names and brand names, and model materials
10 lists to include trade names, brand names, model number, and ratings (if
11 appropriate) for all materials necessary for a complete job.
12 8) All Work will be ordered and funded when needed in accordance with the
13 procedures contained in the Contract Documents.
14 9) All Work will be controlled and monitored by the County or designated
15 representative.
16 10)The design of architectural, structural, mechanical, electrical, civil, or other
17 engineering features of the Work required by the Agreement shall be
18 accomplished or reviewed and approved by architects or engineers registered in
19 the State of California to practice in the particular professional field involved.
20 11) In addition to the Work unit requirements in the General Requirements, Contract
21 Technical Specifications, Volume 3, and the Construction Task Catalog® (CTC),
22 Volume 4, the County may, from time to time, require Non Pre-priced (NPP)
23 Tasks. The parties shall proceed with these requirements in accordance with the
24 Procedure for Ordering Work contained in Section (b), herein. These NPP Work
25 unit requirements will be incorporated in individual Job Orders, and the
26 Contractor shall accomplish those requirements with the same diligence as those
27 Work units incorporated in this Agreement in the Construction Task Catalog®
28 and Technical Specifications.
A-2
Exhibit A
1 Procedure for Ordering Work
2 1) As the need for Work arises, the County will notify in writing the Contractor of
3 the Work.
4 2) Upon receipt of this notification, the Contractor shall respond within one
5 working day by:
6 a) Establishing verbal contact with the County to further define the scope
7 of the requirement, and;
8 b) Visiting the proposed Work site in the company of the County, and
9 participating in the conduct of a Joint Scope Meeting, which will
10 include discussion and establishment of the following:
11 i. Project number and title
12 ii. Existing site conditions
13 iii. Methods and alternatives for accomplishing Work
14 iv. Definition and refinement of requirements
15 V. Detailed Scope of Work
16 vi. Requirements for design drawings, sketches, shop drawings,
17 submittals, etc.
18 vii. Tentative construction schedule
19 viii. Preliminary quantity estimates
20 ix. Access to the site and protocol for admission
21 X. Hours of operation
22 A. Staging area
23 xii. Liquidated damages
24 xiii. Presence of hazardous materials
25 xiv. Proposal due date
26 3) Upon completion of the Joint Scope Meeting, the Owner will prepare a draft
27 Detailed Scope of Work referencing any sketches, drawings, photographs,
28 and specifications required to document accurately the Work to be
A-3
Exhibit A
1 accomplished. The Contractor shall review the Detailed Scope of Work, and
2 request any required changes or modifications. When an acceptable Detailed
3 Scope of Work has been prepared, the County will issue a Request for Job
4 Order Proposal (RFJOP) and Detailed Scope of Work, which requires that the
5 Contractor prepare a Proposal for the Work under consideration. The
6 Detailed Scope of Work, unless modified by both the Contractor and the
7 County, will be the basis on which the Contractor will develop its Job Order
8 Proposal, and the County will evaluate the same. The Contractor does not
9 have the right to refuse to perform any task or any Work in connection with a
10 particular Project.
11 4) The County may, at its option, include quantities in the Detailed Scope of
12 Work if it helps to define the Detailed Scope of Work, if the actual quantities
13 required are not known or cannot be determined at the time the Detailed
14 Scope of Work is prepared, if the Contractor and the County cannot agree on
15 the quantities required, or for any other reason as determined by the County.
16 In all such cases, the County shall issue a Supplemental Job Order adjusting
17 the quantities appearing in the Detailed Scope of work to the actual
18 quantities.
19 5) The Contractor will prepare the Job Order Price Proposal in accordance with
20 the following:
21 a) Pre-priced Work requirements. A Pre-priced Task is a task described
22 and for which a Unit Price is set forth in the Construction Task
23 Catalog®. Pre-priced Work requirements will identify the type and
24 number of Work units required from the Construction Task Catalog®
25 (CTC). The price per unit set forth in the CTC shall serve as the base
26 price for the purpose of the operation of this provision. The total of the
27 Job Order Price Proposal shall be the sum of the cost of each
28
A-4
Exhibit A
1 applicable CTC task, which is calculated according to the following
2 formula:
3 A= Number of Units Required for CTC Task B= Applicable Adjustment
4 Factor
5 C= CTC Price per Unit Cost of CTC Task
6 A x B x C
7 b) The Contractor's Job Order Proposal shall include support
8 documentation to indicate that adequate engineering and planning for
9 the requirement have been done, and that the Work units and
10 quantities proposed are reasonable for the tasks to be performed.
11 Documentation to be submitted with the Job Order Proposal shall
12 include, but not be limited to, the Job Order Price Proposal, design
13 drawings, calculations, catalog cuts, specifications, and architectural
14 renderings, Subcontractor list, and construction schedule. Any Job
15 Order Proposal lacking the required items will be considered
16 incomplete, and shall be returned and treated as if never received.
17 Job Order Proposals submitted to the County are valid for the duration
18 of the Agreement.
19 c) Non Pre-priced Work Requirements: Non Pre-priced Work shall be
20 separately identified and submitted in the Job Order Price Proposal.
21 Information submitted in support of Non Pre-priced Work shall include,
22 but not be limited to, the following:
23 i. Complete specifications and technical data, including Work
24 unit content, support drawings, Work unit costs data, quality
25 control and inspection requirements.
26 ii. Work schedule in written form.
27 iii. Pricing data submitted in support of Non Pre-priced work units
28 shall include a cost or price analysis report, establishing the
A-5
Exhibit A
1 basis for selecting the approach proposed to accomplish the
2 requirements. Unless otherwise directed by the County,
3 costing data will be submitted, demonstrating that the
4 Contractor sought and received three quotes. The Contractor
5 shall provide an installed unit price (or demolition price if
6 appropriate), which shall include all costs required to
7 accomplish the Non Pre-priced Task.
8 iv. If the Contractor will perform the work with its own forces, it
9 shall submit three independent quotes for all material to be
10 installed and shall, to the extent possible, use Pre-Priced
11 Tasks for labor and equipment from the Construction Task
12 Catalog®. If the work is to be subcontracted, the Contractor
13 shall submit three independent quotes from subcontractors.
14 The Contractor shall not submit a quote from any
15 subcontractor or materialman that the Contractor is not
16 prepared to use. County may require additional quotes if the
17 subcontractors or materialmen are not acceptable, or if the
18 prices are not reasonable. If three quotes cannot be obtained,
19 the Contractor shall provide County with a written explanation.
20 If the explanation is accepted by County, the Contractor may
21 provide less than three quotes.
22 V. The final price submitted for Non Pre-priced (NPP) Tasks shall
23 be according to the following formula:
24 Contractor Performed Duties
25 A= The number of hours for each labor classification and
26 hourly rates B=Equipment costs (other than small tools) C=
27 Lowest of three independent quotes for all materials Total
28 Cost for self-performed work = (A+B+C) x 15% (Only if A &
A-6
Exhibit A
1 B cannot be priced out of the CTC) For Work performed
2 by Subcontractors:
3 If the Work is to be subcontracted, the Contractor must
4 submit three independent bids from Subcontractors. If three
5 quotes or bids cannot be obtained, the Contractor will provide
6 the reason in writing for the County's approval as to why three
7 quotes cannot be submitted.
8 D = Subcontractor Costs (supported by three quotes)
9 Total Costs of Non-Pre-Priced Task = D x 15%
10 vi. The County will evaluate the entire Proposal and proposed
11 Work units, and compare these with the County's estimate of
12 the Detailed Scope of Work to determine the reasonableness
13 of approach, including the nature and number of Work units
14 proposed. The County will determine whether the Contractor's
15 Job Order Price Proposal is in line with its own estimate.
16 vii. After using a Non Pre-priced item on three separate Job
17 Orders, the unit price for the work item will be established,
18 following approval by the County, and fixed as a permanent
19 pre-priced item, which will no longer require price justification.
20 viii. The County's determination as to whether an item is a Pre-
21 priced Task or a Non Pre-priced Task shall be final, binding
22 and conclusive as to the Contractor.
23 ix. Whenever, because of trade jurisdiction rules or small
24 quantities, the cost of a minor task in the Job Order Price
25 Proposal is less than the cost of the actual labor and materials
26 to perform such task, the County may permit the Contractor to
27 be paid for such task as a Non Pre-priced Task, or use Pre-
28 priced labor tasks and material component pricing to cover the
A-7
Exhibit A
1 actual costs incurred. Provided, however, that there is no other
2 Work for that trade on the project or other Work for that trade
3 cannot be scheduled at the same time, and the final charge
4 does not exceed $1,000.00.
5 d) Processing Time Limits
6 i. Request for Proposal Submittal. Contractor shall submit the
7 Job Order Proposal to the County on or before the due date
8 stated in the RFJOP (14 days maximum unless otherwise
9 specified).
10 ii. Request for Information Submittal. Contractor shall make a
11 thorough analysis of each Job Order, and submit all Requests
12 For Information (RFI's) within 7 days after issuance of any
13 RFJOP. Submission of RFI's shall in no way extend the
14 proposal due date unless deemed necessary by the County.
15 iii. Job Order Price Proposal Review. Contractor's Project
16 Manager or agent shall be available for Job Order Price
17 Proposal review meetings within 24 hours of being notified by
18 the County (via fax, e-mail, or telephone). After review of the
19 Job Order Price Proposal, Contractor shall remove all
20 inappropriate line items and adjust quantities as directed by
21 the County. Job Order Price Proposal Modification. Only on
22 the Contractor's second Job Order Price Proposal shall he/she
23 be granted the opportunity to add new valid line items that may
24 have been omitted from the first Job Order Price Proposal.
25 Contractor shall submit a revised Job Order Price Proposal
26 within 24 hours of Job Order Price Proposal review meeting
27 (unless otherwise specified). Upon review of revised Job Order
28 Price Proposal, the Contractor shall remove all line items or
A-8
Exhibit A
1 adjust quantities deemed inappropriate by the County, and re-
2 submit the Job Order Price Proposal within 24 hours. No new
3 line items may be added to the Job Order Price Proposal. No
4 quantity increases or added modifiers will be accepted unless
5 agreed to in writing by the County during the second Job
6 Order Price Proposal review meeting.
7 iv. The County reserves the right to reject a Contractor's Job
8 Order Proposal or cancel a project for any reason. The County
9 reserves the right to issue a Notice to Proceed to the
10 Contractor without having a mutual agreement on a final Job
11 Order Price, and that the Contractor will be paid by multiplying
12 the actual quantities used by the appropriate Construction
13 Task Catalog® Unit Price and the applicable Adjustment
14 Factors. Non Pre-priced (NPP) Tasks will be priced according
15 to the formula set forth in Section 1.22 b 4 (c) of these General
16 Conditions. The County also reserves the right to not award a
17 Job Order if it is determined to be in the best interests of the
18 County, or the proposed cost exceeds the County's estimate.
19 The County may perform such work by other means. In these
20 instances, the Contractor has no right of claim to recoup Job
21 Order Proposal expenses, including but not limited to, the
22 costs to attend the Joint Scope Meeting, review the Detailed
23 Scope of Work, prepare a Job Order Proposal (including
24 incidental architectural and engineering services),
25 subcontractor costs, and the costs to review the Job Order
26 Proposal with the County.
27
28
A-9
Exhibit A
1 V. Unilateral Job Order—The County reserves the right to issue
2 Job Orders based on the County's Job Order Price Proposal
3 for a specified Detailed Scope of Work (DSOW).
4 vi. By submitting a signed Job Order Proposal to the County, the
5 Contractor is agreeing to accomplish the Work outlined in the
6 Detailed Scope of Work in accordance with the RFJOP at the
7 lump sum price submitted for that particular Job Order. The
8 Contractor shall include the necessary tasks and quantities in
9 the Job Order Price Proposal and apply the appropriate
10 Adjustment Factor(s) prior to delivering it to the County. The
11 value of the Job Order Price Proposal shall be calculated by
12 summing the total of the calculations for each Pre-priced Task
13 (Unit Price x quantity x Adjustment Factor) plus the value of all
14 Non Pre-priced Tasks. The Job Order Price shall be the value
15 of the approved Job Order Price Proposal.
16 vii. The County will evaluate the entire Job Order Priced Proposal
17 and compare these with the County's estimate of the Detailed
18 Scope of Work to determine the reasonableness of approach,
19 including the appropriateness of the tasks and quantities
20 proposed.
21 viii. The Contractor may choose the means and methods of
22 construction; subject however, to the County's right to reject
23 any means and methods proposed by the Contractor that:
24 . Will constitute or create a hazard to the work, or to
25 persons or property;
26 • Will not produce finished Work in accordance with the
27 terms of the Agreement; or
28
A-10
Exhibit A
• Unnecessarily increases the price of the Job Order
when alternative means and methods are available.
ix. 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.
X. 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.
xi. 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.
xii. All Proposals submitted by the Contractor are valid for the
duration of the Agreement.
e) 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
A-11
Exhibit A
f) 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.
g) 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.
h) 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
A-12
Exhibit A
Contractor shall maintain individual email accounts for each of its
project managers.
i) 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 for their JOC program.
The Gordian JOC SolutionTM includes Gordian's proprietary
eGordian®, JOC Software, JOC applications, construction cost data,
and Construction Task Catalog®which shall be used by the
Contractor solely for the purpose of fulfilling its obligations under this
Agreement, including the preparation and submission of Job Order
Proposals, subcontractor lists, and other requirements specified in the
general conditions and as may be requested by the County of Fresno.
The Contractor shall be required to execute Gordian's JOC System
License and Fee Agreement, and shall pay a 1% JOC System
License Fee on all Work awarded to Contractor by the County for
access to the Gordian JOC SolutionTM.
A-13
Fresno County Probation Department Exhibit B
' • Juvenile Justice Campus Manual
•
Vendors, Volunteers and Student Interns
308.1 PURPOSE AND SCOPE
This policy establishes guidelines for using Juvenile Justice Campus vendors, volunteers, and
student interns, to supplement and assist Department personnel in their duties. Vendors and
volunteers are members who can augment Department personnel and help complete various
tasks.
308.1.1 DEFINITIONS
Definitions related to this policy include:
Student intern - A college, university, or graduate student gaining practical experience in a
chosen field while performing services for the Department under supervision.
Vendor- An individual representing a company, outside agency, or non-profit organization, who
is assigned to one of our facilities, performs a service for the Department, and may receive
compensation for services rendered.
Volunteer-An individual who performs a service forthe Department without promise,expectation,
or receipt of compensation for services rendered. This may include unpaid chaplains and student
interns.
308.2 POLICY
The Fresno County Probation Department shall ensure that vendors, volunteers and student
interns are properly appointed, trained, and supervised to carry out specified tasks and duties in
order to create an efficient Department and improve services to the community.
308.3 ELIGIBILITY
Requirements for participation as a vendor, volunteer or student intern for the Department may
include but are not limited to:
(a) Being at least 18 years of age.
(b) Possession of liability insurance for any personally owned equipment, vehicles, or
animals utilized during volunteer or student intern work.
(c) No conviction of a felony, any crime of a sexual nature or against children, any crime
related to assault or violence, any crime related to dishonesty, or any crime related to
impersonating a law enforcement officer.
(d) Ability to meet physical requirements reasonably appropriate to the assignment.
(e) A background history and character suitable for a person representing the Department,
as validated by a background investigation.
The Chief Probation Officer or the authorized designee may allow exceptions to these eligibility
requirements based on organizational needs and the qualifications of the individual.
Copyright Lexipol,LLC 2022/02/18,All Rights Reserved. Vendors,Volunteers and Student Interns-39
Published with permission by Fresno County Probation
Department
Fresno County Probation Department Exhibit B
Juvenile Justice Campus Manual
Vendors, Volunteers and Student Interns
308.4 RECRUITMENT, SELECTION, AND APPOINTMENT
The Fresno County Probation Department shall endeavor to recruit and appoint only those
applicants who meet the high ethical, moral, and professional standards set forth by this
Department.
308.4.1 RECRUITMENT
Volunteers and student interns are recruited on a continuous basis consistent with Department
policy on equal opportunity, nondiscriminatory employment terms. A primary qualification for
participation in the application process should be an interest in and an ability to assist the
Department in serving the public.
Requests for volunteers and student interns should be submitted in writing by interested
Department members to the Personnel Unit through the requester's immediate supervisor. A
complete description of the volunteer's or intern's duties and a requested time frame should
be included in the request. All Department members should understand that the recruitment of
volunteers and student interns is enhanced by creative and interesting assignments.
Vendors are recruited/selected in accordance with the Fresno County Purchasing Office contract/
agreement process.
308.4.2 SELECTION
Vendor, volunteer and student intern candidates shall successfully complete this process before
appointment:
(a) Submit the appropriate written application.
(b) Current TB skin test (completed within the last 6 months).
(c) Successfully complete an appropriate-level background investigation, which may
include fingerprinting, and/or obtaining information from local, state, federal and
Department of Motor Vehicle databases.
308.4.3 APPOINTMENT
Volunteers and student interns shall be placed only in assignments or programs consistent with
their knowledge, skills, and abilities and the needs of the Department. Volunteers' and student
interns' interests will be considered when placed in assignments.
Volunteers and student interns serve at the discretion of the Chief Probation Officer.
Vendors are appointed and placed in accordance with the Fresno County Purchasing Office
contract/agreement.
308.5 IDENTIFICATION
As representatives of the Department, vendors, volunteers and student interns are responsible
for presenting a professional image to the community. Vendors, volunteers and student interns
shall dress appropriately for the conditions and performance of their duties, in compliance with
Personal Appearance Standards and Uniform and Non-Uniform attire policies unless excluded by
the Department.
Copyright Lexipol,LLC 2022/02/18,All Rights Reserved. Vendors,Volunteers and Student Interns-40
Published with permission by Fresno County Probation
Department
Fresno County Probation Department Exhibit B
Juvenile Justice Campus Manual
Vendors, Volunteers and Student Interns
Vendors, volunteers and student interns will be issued Fresno County Probation Department
identification cards, which must be carried at all times while on-duty. The identification cards will
be the standard Fresno County Probation Department identification cards, except that"Volunteer"
or"Student Intern" will be indicated on the cards.
308.6 PERSONNEL WORKING AS STUDENT INTERNS
Qualified regular Department personnel, when authorized, may also serve as student interns.
However,this Department shall not utilize the services of student interns in such a way that it would
violate employment laws or collective bargaining agreements or memorandums of understanding
(e.g., a Juvenile Correctional Officer participating as a student intern for reduced or no pay).
Therefore, members shall consult with the Personnel Unit prior to allowing regular department
personnel to serve in a student intern capacity (29 CFR 553.30).
308.7 PERSONNEL UNIT
The function of the Personnel Unit is to provide a central coordinating point for effective volunteer
management within the Department, and to direct and assist efforts to jointly provide more
productive volunteer services.
The responsibilities of the Personnel Unit include but are not limited to:
(a) Recruiting and selecting qualified volunteers and student interns.
(b) Maintaining records for each vendor, volunteer and student intern.
(c) Completing and disseminating, as appropriate, all necessary paperwork and
information.
(d) Maintaining a liaison with colleges and universities that provide student interns to
promote the intern program with both students and the educational system.
(e) Maintaining volunteer and student intern orientation and training materials and
outlining expectations, policies, and responsibilities for all volunteers and student
interns.
308.8 DUTIES AND RESPONSIBILITIES
Volunteers assist department personnel as needed. Assignments of volunteers may be to any
division within the Department, as needed. Volunteers should be placed only in assignments
or programs consistent with their knowledge, skills, interests, abilities and the needs of the
Department. Student interns should be assigned to areas that meet the needs of both their
educational program and the Department. Vendors will be assigned per the contract/agreement.
308.8.1 COMPLIANCE
Vendors, volunteers and student interns shall be required to adhere to all Department policies and
procedures. Policies and procedures are available on the Department website and will be made
available to each vendor, volunteer, and student intern upon appointment. The vendor, volunteer
Copyright Lexipol,LLC 2022/02/18,All Rights Reserved. Vendors,Volunteers and Student Interns-41
Published with permission by Fresno County Probation
Department Page 10 of 16
Fresno County Probation Department Exhibit B
Juvenile Justice Campus Manual
Vendors, Volunteers and Student Interns
and student intern shall become thoroughly familiar with these policies as directed by the Chief
Probation Officer or the authorized designee.
Whenever a rule, regulation, or guideline in this Custody Manual refers to regular Department
personnel, it shall also apply to vendors, volunteers and student interns, unless by its nature it
is inapplicable.
Vendors, volunteers and student interns are required by this Department to meet Department-
approved training requirements as applicable to their assignments.
308.9 TASK SPECIFIC TRAINING
Task-specific training is intended to provide the required instruction and practice for vendors,
volunteers and student interns to properly and safely perform their assigned duties. Training
should correspond to the assignment.
Vendors, volunteers and student interns shall be provided with the policies of the Department and
procedures applicable to their assignments.
Vendors,volunteers and student interns shall receive position-specific training to ensure they have
adequate knowledge and skills to complete the required tasks and should receive ongoing training
as deemed appropriate by their supervisors or the authorized designee.
Training should reinforce to vendors,volunteers and student interns that they shall not intentionally
represent themselves as, or by omission give the impression that they are, Juvenile Correctional
Officers or other full-time members of the Department. They shall always represent themselves
as vendors, volunteers or student interns.
All vendors, volunteers and student interns shall comply with the standards of conduct and with
all applicable orders and directives, either oral or written, issued by the Department.
308.9.1 STATE REQUIREMENTS
The vendor, volunteer and student intern initial orientation shall include the following: safety and
security issues and anti- discrimination policies.
308.10 SUPERVISION
Each vendor, volunteer and student intern must have a clearly identified supervisor who is
responsible for direct management of that individual. This supervisor will be responsible for day-to-
day management and guidance of the work of the vendor, volunteer or student intern and should
be available for consultation and assistance.
Functional supervision of vendors, volunteers and student interns is the responsibility of the
supervisor or the authorized designee in charge of their assigned duties. The following are some
considerations that supervisors or the authorized designee should keep in mind while supervising
vendors, volunteers and student interns:
(a) Take the time to introduce vendors, volunteers and student interns to members on
all levels.
Copyright Lexipol,LLC 2022/02/18,All Rights Reserved. Vendors,Volunteers and Student Interns-42
Published with permission by Fresno County Probation
Department
Fresno County Probation Department Exhibit B
Juvenile Justice Campus Manual
Vendors, Volunteers and Student Interns
(b) Ensure vendors, volunteers and student interns have work space and necessary office
supplies.
(c) Make sure the work is challenging. Do not hesitate to give vendors, volunteers and
student interns assignments or tasks that will utilize these valuable resources.
(d) Ensure the work for student interns meets the needs of their educational program,
while also meeting the needs of the Department.
308.10.1 EVALUATIONS
Student interns may need evaluations as a requirement of their educational program.
308.10.2 FITNESS FOR DUTY
No vendor, volunteer or student intern shall report for work or be at work when the individual's
judgment or physical condition has been impaired due to illness or injury, or by the use of alcohol
or drugs, whether legal or illegal.
Vendors, volunteers and student interns shall report to their supervisors any change in status that
may affect their ability to fulfill their duties. This includes but is not limited to:
(a) Driver's license.
(b) Arrests.
(c) Criminal investigations.
(d) All law enforcement contacts.
308.11 INFORMATION ACCESS
Volunteers and student interns should not have access to or be in the vicinity of criminal histories,
investigative files, or information portals. Unless otherwise directed by a supervisor, the duties
of the position, or Department policy, all such information shall be considered confidential. Only
that information specifically identified and approved by authorized members shall be released.
Confidential information shall be given only to persons who have a need and a right to know as
determined by Department policy and supervisory personnel.
A vendor, volunteer or student intern whose assignment requires the use of, or access to,
confidential information will be required to be fingerprinted and have the fingerprints submitted
to the California Department of Justice to obtain clearance. Vendors, volunteers and student
interns working this type of assignment shall receive training in data practices and shall be
required to sign a CLETS Employee/Volunteer Statement before being given an assignment with
the Department. Subsequent unauthorized disclosure of any confidential information verbally, in
writing, or by any other means by the vendor, volunteer, or student intern is grounds for immediate
dismissal and possible criminal prosecution.
Vendors, volunteers and student interns shall not address public gatherings, appear on radio
or television, prepare any article for publication, act as correspondents to newspapers or other
periodicals, release or divulge any information concerning the activities of the Department, or
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Published with permission by Fresno County Probation
Department
Fresno County Probation Department Exhibit B
Juvenile Justice Campus Manual
Vendors, Volunteers and Student Interns
maintain that they represent the Department in such matters without permission from the proper
Department personnel.
308.11.1 RADIO AND DATABASE ACCESS USAGE
The supervisor or the authorized designee shall ensure that radio and database access training
is provided for vendors, volunteers, and student interns whenever necessary.
308.12 EQUIPMENT
Any property or equipment issued by the Department shall be for official and authorized use only.
Any property or equipment issued to a vendor, volunteer or student intern shall remain the property
of the Department and shall be returned at the termination of service.
308.13 TERMINATION OF SERVICES
If a vendor or volunteer is the subject of a personnel complaint or becomes involved in an internal
investigation,the matter shall be investigated in compliance with the Personnel Complaints Policy.
If a student intern is the subject of or is involved in an internal investigation, the coordinator of the
educational program that sponsors the intern should be notified.
Vendors and volunteers are considered at-will and may be removed from service at the discretion
of the Chief Probation Officer or the authorized designee, with or without cause. Vendors and
volunteers shall have no property interest in their continued appointments.Vendors and volunteers
may resign from service with the Department at any time. It is requested that vendors and
volunteers who intend to resign provide advance notice and a reason for their decision.
308.14 ISSUED DATE
• 02/18/2022
Copyright Lexipol,LLC 2022/02/18,All Rights Reserved. Vendors,Volunteers and Student Interns-44
Published with permission by Fresno County Probation
Department
Exhibit C
Self-Dealing Transaction Disclosure Form
In order to conduct business with the County of Fresno ("County"), members of a
Contractor's board of directors ("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 used 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.
The form must be signed by the board member that is involved in the self-dealing
transaction described in sections (3) and (4).
C-1
Exhibit C
(1) Company Board Member Information:
Name: Date:
Job Title:
(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:
C-2
Exhibit D
Insurance Requirements
1. Required Policies
Without limiting the County's right to obtain indemnification from the Contractor or any third
parties, Contractor, at its sole expense, shall maintain in full force and effect the following
insurance policies throughout the term of this Agreement.
(A) Commercial General Liability. Commercial general liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence and an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
Coverage must include products, completed operations, property damage, bodily injury,
personal injury, and advertising injury. The Contractor shall obtain an endorsement to
this policy naming the County of Fresno, its officers, agents, employees, and volunteers,
individually and collectively, as additional insureds, but only insofar as the operations
under this Agreement are concerned. Such coverage for additional insureds will apply as
primary insurance and any other insurance, or self-insurance, maintained by the County
is excess only and not contributing with insurance provided under the Contractor's
policy.
(B) Automobile Liability. Automobile liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for property damages.
Coverage must include any auto used in connection with this Agreement.
(C)Workers Compensation. Workers compensation insurance as required by the laws of
the State of California with statutory limits.
(D) Employer's Liability. Employer's liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence for bodily injury and for disease.
(E) Professional Liability. Professional liability insurance with limits of not less than One
Million Dollars ($1,000,000) per occurrence and an annual aggregate of Three Million
Dollars ($3,000,000). If this is a claims-made policy, then (1)the retroactive date must
be prior to the date on which services began under this Agreement; (2) the Contractor
shall maintain the policy and provide to the County annual evidence of insurance for not
less than five years after completion of services under this Agreement; and (3) if the
policy is canceled or not renewed, and not replaced with another claims-made policy
with a retroactive date prior to the date on which services begin under this Agreement,
then the Contractor shall purchase extended reporting coverage on its claims-made
policy for a minimum of five years after completion of services under this Agreement.
(F) Professional Liability. If CONTRACTOR employs licensed professional staff, (e.g.,
Ph.D., R. N., L.C.S.W., M.F.C.C.) in providing services, Professional Liability Insurance
with limits of not less than One Million Dollars ($1,000,000.00) per occurrence, Three
Million Dollars ($3,000,000.00) annual aggregate. This coverage shall be issued on a
per claim basis. Contractor agrees that it shall maintain, at its sole expense, in full force
and effect for a period of three years following the termination of this Agreement, one or
more policies of professional liability insurance with limits of coverage as specified
herein.
D-1
Exhibit D
(G)Property Installation Floater. CONTRACTOR shall procure and maintain at
CONTRACTOR's sole cost and expense, Property Installation Floater which provides for
the improvement, remodel, modification, alteration, conversion, or adjustment to existing
buildings, structures, processes, machinery and equipment. The Property Installation
Floater shall provide property damage coverage for any building, structures, machinery,
or equipment damaged, impaired, broke, or destroyed during the performance of the
work, including during transit, installation, and testing at COUNTY's site. The policy must
name COUNTY as an additional loss payee and must include applicable endorsements.
(H) Molestation Liability. Sexual abuse / molestation liability insurance with limits of not
less than Two Million Dollars ($2,000,000) per occurrence, with an annual aggregate of
Four Million Dollars ($4,000,000). This policy must be issued on a per occurrence basis.
16.45
(1) Technology Professional Liability (Errors and Omissions). Technology professional
liability (errors and omissions) insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence and in the aggregate. Coverage must encompass all of the
Contractor's obligations under this Agreement, including but not limited to claims
involving Cyber Risks.
(J) All-Risk Insurance. Contractor shall procure and maintain at Contractor's sole cost and
expense, Builders Risk Course of Construction insurance, including fire and vandalism
coverage, covering the entire work(including any County furnished material and
equipment) against loss or damage until completion and acceptance by County. Such
insurance shall be for each Job Order in an amount up to the value of each Job, and
endorsed for broad form property damage, breach of warranty, demolition costs, and
debris removal. County will permit a deductible not exceeding 5%. The policy must cover
Contractor, Contractor's subcontractors, County, its agents, the awarding entity, and any
Trustee, under the indenture or trust agreement securing the bonds, certificates of
participation, or other evidence of indebtedness issued to finance the work contemplated
herein. The value of the policy shall be in U.S. currency.
(K) Bonds. CONTRACTOR shall furnish to COUNTY a payment bond and performance
bond, each in the amount of 100% of the Maximum Contract Amount, which shall meet
the requirements of all applicable statutes, including but not limited to those specified in
Public Contract Code section 20129 and Civil Code section 9554; all bonds shall be
submitted in triplicate.
(L) Cyber Liability. Cyber liability insurance with limits of not less than Two Million Dollars
($2,000,000) per occurrence. Coverage must include claims involving Cyber Risks. The
cyber liability policy must be endorsed to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited to
information or data)that is in the care, custody, or control of the Contractor.
Definition of Cyber Risks. "Cyber Risks" include but are not limited to (i) Security
Breach, which may include Disclosure of Personal Information to an Unauthorized Third
Party; (ii) data breach; (iii) breach of any of the Contractor's obligations under [identify
the Article, section, or exhibit containing data security obligations] of this Agreement; (iv)
D-2
Exhibit D
system failure; (v) data recovery; (vi)failure to timely disclose data breach or Security
Breach; (vii) failure to comply with privacy policy; (viii) payment card liabilities and costs;
(ix) infringement of intellectual property, including but not limited to infringement of
copyright, trademark, and trade dress; (x) invasion of privacy, including release of
private information; (xi) information theft; (xii) damage to or destruction or alteration of
electronic information; (xiii) cyber extortion; (xiv) extortion related to the Contractor's
obligations under this Agreement regarding electronic information, including Personal
Information; (xv) fraudulent instruction; (xvi) funds transfer fraud; (xvii) telephone fraud;
(xviii) network security; (xix) data breach response costs, including Security Breach
response costs; (xx) regulatory fines and penalties related to the Contractor's obligations
under this Agreement regarding electronic information, including Personal Information;
and (xxi) credit monitoring expenses.
Additional Requirements
(A) Verification of Coverage. Within 30 days after the Contractor signs this Agreement,
and at any time during the term of this Agreement as requested by the County's Risk
Manager or the County Administrative Office, the Contractor shall deliver, or cause its
broker or producer to deliver, to the County Risk Manager, at 2220 Tulare Street, 16th
Floor, Fresno, California 93721, or HRRiskManagement@fresnoCountyca.gov, and by
mail or email to the person identified to receive notices under this Agreement,
certificates of insurance and endorsements for all of the coverages required under this
Agreement.
(i) Each insurance certificate must state that: (1) the insurance coverage has been
obtained and is in full force; (2) the County, its officers, agents, employees, and
volunteers are not responsible for any premiums on the policy; and (3) the
Contractor has waived its right to recover from the County, its officers, agents,
employees, and volunteers any amounts paid under any insurance policy
required by this Agreement and that waiver does not invalidate the insurance
policy.
(ii) The commercial general liability insurance certificate must also state, and include
an endorsement, that the County of Fresno, its officers, agents, employees, and
volunteers, individually and collectively, are additional insureds insofar as the
operations under this Agreement are concerned. The commercial general liability
insurance certificate must also state that the coverage shall apply as primary
insurance and any other insurance, or self-insurance, maintained by the County
shall be excess only and not contributing with insurance provided under the
Contractor's policy.
(iii) The automobile liability insurance certificate must state that the policy covers any
auto used in connection with this Agreement.
D-3
Exhibit D
(iv) The professional liability insurance certificate, if it is a claims-made policy, must
also state the retroactive date of the policy, which must be prior to the date on
which services began under this Agreement.
(v) The technology professional liability insurance certificate must also state that
coverage encompasses all of the Contractor's obligations under this Agreement,
including but not limited to claims involving Cyber Risks, as that term is defined in
this Agreement.
(vi) The cyber liability insurance certificate must also state that it is endorsed, and
include an endorsement, to cover the full replacement value of damage to,
alteration of, loss of, or destruction of intangible property (including but not limited
to information or data) that is in the care, custody, or control of the Contractor.
(B) Acceptability of Insurers. All insurance policies required under this Agreement must be
issued by admitted insurers licensed to do business in the State of California and
possessing at all times during the term of this Agreement an A.M. Best, Inc. rating of no
less than A: VI I.
(C) Notice of Cancellation or Change. For each insurance policy required under this
Agreement, the Contractor shall provide to the County, or ensure that the policy requires
the insurer to provide to the County, written notice of any cancellation or change in the
policy as required in this paragraph. For cancellation of the policy for nonpayment of
premium, the Contractor shall, or shall cause the insurer to, provide written notice to the
County not less than 10 days in advance of cancellation. For cancellation of the policy
for any other reason, and for any other change to the policy, the Contractor shall, or shall
cause the insurer to, provide written notice to the County not less than 30 days in
advance of cancellation or change. The County in its sole discretion may determine that
the failure of the Contractor or its insurer to timely provide a written notice required by
this paragraph is a breach of this Agreement.
(D) County's Entitlement to Greater Coverage. If the Contractor has or obtains insurance
with broader coverage, higher limits, or both, than what is required under this
Agreement, then the County requires and is entitled to the broader coverage, higher
limits, or both. To that end, the Contractor shall deliver, or cause its broker or producer
to deliver, to the County's Risk Manager certificates of insurance and endorsements for
all of the coverages that have such broader coverage, higher limits, or both, as required
under this Agreement.
(E) Waiver of Subrogation. The Contractor waives any right to recover from the County, its
officers, agents, employees, and volunteers any amounts paid under the policy of
worker's compensation insurance required by this Agreement. The Contractor is solely
responsible to obtain any policy endorsement that may be necessary to accomplish that
waiver, but the Contractor's waiver of subrogation under this paragraph is effective
whether or not the Contractor obtains such an endorsement.
(F) County's Remedy for Contractor's Failure to Maintain. If the Contractor fails to keep
in effect at all times any insurance coverage required under this Agreement, the County
may, in addition to any other remedies it may have, suspend or terminate this
Agreement upon the occurrence of that failure, or purchase such insurance coverage,
D-4
Exhibit D
and charge the cost of that coverage to the Contractor. The County may offset such
charges against any amounts owed by the County to the Contractor under this
Agreement.
(G)Sub-Contractors. The Contractor shall require and verify that all Sub-Contractors used
by the Contractor to provide services under this Agreement maintain insurance meeting
all insurance requirements provided in this Agreement. This paragraph does not
authorize the Contractor to provide services under this Agreement using Sub-
Contractors.
D-5
Exhibit E
7 Subject: Hostage Situations
Fresno County
Policy Number: 326.0
Juvenile Justice Campus ,
Policy Manual Page: 1 of 2
Date Originated: April 1, 2004
Authority: Title 15; Section 1327; Date Revised: February 1, 2008
California Code of Regulations
It is imperative for the safety and security of all persons within Juvenile Justice Campus (JJC)
facilities, as well as for those in the community, that minors are not allowed to leave the secure
confines of the facilities by the taking of a hostage(s). If successful in securing a release
through these means minors would be much more likely in the future to use this practice again
in an attempt to escape the confines of the facilities. This would put those visiting and working
at the JJC at higher level of risk and would jeopardize the safety of the community if the minor
was in fact successful in securing his/her release.
The JJC is a "no-hostage" facility. This means that minors will not be released from custody
under any circumstances due to the taking of a hostage(s). Any staff person taken hostage, no
matter what their rank or status, immediately loses their authority and any orders issued by that
person will not be followed.
I. HOSTAGE SITUATION PROCEDURES
A. If any minor(s) and/or other person(s) in the facility attempt to hold any person hostage,
and they do not respond to verbal commands to stop staff will immediately notify the
Watch Commander. He/she will respond to the location and assess the situation. If a
hostage situation is in progress the Watch Commander will:
1. Summon assistance from other officers as required.
2. Establish a secure perimeter around the hostage takers and allow no one to pass
into it for any reason without authorization. Risks should not be taken that might
allow the taking of additional hostages.
3. Evacuate all non-essential persons at the scene to a safe location or any housing
pod that is not directly involved in the incident.
4. Direct officers to place minors in uninvolved housing pods in their rooms and have
them remain there until directed otherwise. Minors outside of housing pods will
remain in place under officer supervision until it is safe to return to their respective
housing pods or any housing pod that is not directly involved in the incident.
5. Immediately notify the Director or the Probation Services Manager/Assistant Director
in his/her absence and confer with higher authority as to action to be taken.
Administration in turn will notify the Chief.
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:
Page 6 of 16
Exhibit E
Subject: Hostage Situation
Policy #: 326.0
1. The number and identity of both the hostages and hostage takers;
2. Any known weapons possessed by the hostage takers;
3. The demands of the hostage takers.
C. The Watch Commander will retain and direct departing custody officers, as well as,
available Probation peace officer staff to assist with security and safety needs, as
necessary. Additional Juvenile Correctional Officers should be called in as may be
needed to insure the safe and secure operation of the facility.
D. The Watch Commander will coordinate with the Sheriff's Department all activities taken
to resolve the hostage situation, including the use of appropriate force, and will maintain
control of the facility until relieved of that duty by the presence of a Probation Services
Manager/Assistant Director, Director, or the Chief Probation Officer.
E. Once the hostage situation has been resolved the minors involved should be housed in
the most secure setting available and all appropriate charges should be filed.
F. Each officer and/or non-sworn staff member who was involved or observed the incident
will complete an incident report and if required, the appropriate critical incident
evaluation report(s) regarding the details of the incident prior to the end of his/her shift.
(See Incident Report, located in JAS Probation View, under "Word Templates".)
G. The Watch Commander will prepare a Critical Incident Investigation Report, using the
Critical Incident Evaluation Report - Page 2 report form and the critical incident
evaluation report(s) completed by the reporting persons at the time of the incident.
II. PARENTAL AND MEDIA INFORMATION
A. Attempts will be made at the direction of Administration to reach the families of the
hostages to advise them of the situation. Notification will also be made to the parents
of the hostage takers as deemed appropriate.
B. All media inquiries will be referred to the Chief's office per departmental policy.
III. SECURITY AND OPERATIONAL REVIEW
A. 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.
Exhibit F
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/
Page 14 of 16
Exhibit G
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.
Exhibit G
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 Countyfacilities.
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 assumee-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.