Task Order-Construction Agreement for Multiple Projects · PDF fileTask Order-Construction...

Task Order-Construction Agreement for Multiple Projects – Master Enabling Agreement

User’s Manual May 15, 2017

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Task Order-Construction Agreement for Multiple Projects - Master Enabling Agreement

NOTES:

1) Documents in Portable Document Format (PDF) require Adobe Acrobat Reader to view. Download and/or learn more about Adobe Acrobat Reader.

2) Contact Jim Hoffman, Chief of Construction Management, when beginning a new TO-CA MEA.

Chapter I - Overview

TO-CA MEA: Overview (.pptx)

TO-CA MEA: Use of Percentage Fee vs. Hourly Rate Fees (.docx)

Chapter II - Request for ProposalsRFP Documents Based on Hourly Rate Fees

TO-CA MEA Request for Qualifications HR [Advertisement] (.docx)

TO-CA MEA Request for Qualifications HR (.docx)

TO-CA MEA Request for Proposals HR (.docx)

TO-CA MEA Bid (Fee)Proposal Form HR (.docx)

TO-CA MEA Abstract of Fee Proposals HR (.xlsx)

TO-CA Master Enabling Agreement HR (.docx) Rider A, Agreement General Provisions (.docx)

Rider B, Scope of Work HR (.docx)

Exhibit A, Rate Schedule HR (.docx)

TO-CA MEA Notice to Proceed HR (.docx)

RFP Documents Based on Percentage Fees

TO-CA MEA Request for Qualifications % [Advertisement] (.docx)

TO-CA MEA Request for Qualifications % (.docx)

TO-CA MEA Request for Proposals % (.docx)

TO-CA MEA (Fee) Proposal Form % (.docx)

TO-CA MEA Abstract of Fee Proposal % (.xlsx)

TO-CA Master Enabling Agreement % (.docx) Rider A, Agreement General Provisions (.docx)

Rider B, Scope of Work % (.docx)

Exhibit A, Fee Schedule % (.docx)

Exhibit B, Hourly Rate Schedule % (.docx)

TO-CA MEA Notice to Proceed % (.docx)

Page 1 of 2Request for Proposals: Model and Guidelines | Construction Management | CPDC |CSU

5/26/2017http://www.calstate.edu/cpdc/cm/task-order-construction-agreement-for-multiple-projects.shtml

Last Updated: May 15, 2017

Appendices

All appendices apply to both the Hourly Rate and the Percentage Fee versions, with the exception of the TO-CA Task Order Request_HR form, as noted below.

Contract General Conditions

Collaborative Design-Build Major Projects, January, 2017 (.pdf)

Supplementary General Conditions to Contract General Conditions for Collaborative Design-Build Major Projects [for TO-CA only](.docx)

CM at Risk, January, 2017 (.pdf)

Supplementary General Conditions to Contract General Conditions for Construction Manager at Risk with Guaranteed Maximum Price Projects [for TO-CA only] (.docx)

Task Order Request for Services HR (.docx) [N/A for Percentage Fee]

Task Order for Services (.docx)

Notice to Proceed for Task Order Services (.docx)

Agreement Bonds Certification Forms CDB TO-CA (.docx)

Notice to Proceed for CDB Construction Agreement (.doc)

Agreement Bonds Certification Forms CMR TO-CA (.docx)

Notice to Proceed for CM Construction Agreement (.doc)

Content Contact:Teri Carr(562) 951-4114

Technical Contact:Web Services Support

Page 2 of 2Request for Proposals: Model and Guidelines | Construction Management | CPDC |CSU

5/26/2017http://www.calstate.edu/cpdc/cm/task-order-construction-agreement-for-multiple-projects.shtml

May, 2017

TASK ORDER-CONSTRUCTION AGREEMENT FOR MULTIPLE PROJECTS— MASTER ENABLING AGREEMENT

TABLE OF CONTENTS CHAPTER TAB Table of Contents .............................................................................................................................. TOC

Chapter I — Overview TO-CA MEA Overview [.ppt] ...................................................................................................... I-O1 TO-CA MEA: Use of Percentage Fee vs. Hourly Rate Fees .......................................................... I-O2

Chapter II — Request for Proposals: RFP Documents Based on Hourly Rates [HR] TO-CA MEA Notice to Contractors_HR [RFQ Advertisement] ................................................ II-HR1 TO-CA MEA Request for Qualifications_HR ........................................................................... II-HR1 TO-CA MEA Request for Proposals_HR .................................................................................. II-HR2 TO-CA MEA Bid [Fee] Proposal Form_HR ............................................................................. II-HR3 TO-CA MEA Abstract of Fee Proposals_HR ............................................................................ II-HR3 TO-CA Master Enabling Agreement_HR .................................................................................. II-HR4 TO-CA MEA Notice to Proceed_HR ........................................................................................ II-HR5

Chapter II — Request for Proposals: RFP Documents Based on Percentage Fees [PF] TO-CA MEA Notice to Contractors_PF [RFQ Advertisement] .................................................. II-PF1 TO-CA MEA Request for Qualifications_PF ............................................................................. II-PF1 TO-CA MEA Request for Proposals_PF .................................................................................... II-PF2 TO-CA MEA Bid (Fee) Proposal Form_PF ............................................................................... II-PF3 TO-CA MEA Abstract of Fee Proposals_PF .............................................................................. II-PF3 TO-CA Master Enabling Agreement_PF .................................................................................... II-PF4 TO-CA MEA Notice to Proceed_PF .......................................................................................... II-PF5

Appendices Contract General Conditions for Collaborative Design-Build Major Projects.................................... A1 SGC to CGC for Collaborative Design-Build Major Projects [for use with TO-CA MEA] ............... A2 Contract General Conditions for Construction Manager at Risk with GMAX Projects ..................... A3 SGC to CGC for Construction Mgr at Risk with GMAX Projects [for use with TO-CA MEA] ........ A4 Task Order Request for Services_HR [N/A for Percentage Fee version] ......................................... A5 Task Order for Services .................................................................................................................. A6 Notice to Proceed for Task Order Services ...................................................................................... A7 Agreement/Bonds/Certification Forms CDB TO-CA ....................................................................... A8 Notice to Proceed for CDB Construction Agreement ....................................................................... A9 Agreement/Bonds/Certification Forms CMR TO-CA .....................................................................A10 Notice to Proceed for CMR Construction Agreement ......................................................................A11

Notes ............................................................................................................................................. NOTES

Delivery of Multiple Small Projects—Now!

Task Order-Construction Agreements

A New Project Delivery Tool…What created the need?

✓Emphasis on Smaller Projects

✓Simplified Procurement / Delivery

✓Design-Build Capability

✓Best-Value Selection

✓Staff Augment

What is TO-CA?A model to deliver multiple projects under one contract

• Master Enabling Agreement (MEA)✓ Task Order✓ Construction Agreement

Projects• Construction Manager (CM) or Design-Build (DB)• Projects to $5 Million• NTE $10 Million / year

What is TO-CA?Selection of Service Provider

• Two Phase – Best Value ✓ Request for Qualifications (RFQ)✓ Request for Proposals (RFP)

Contract• One Year MEA Contract• Extension for a second year

Projects• Preconstruction – Negotiated Fees• Construction - GC Fee, OH&P and as Bid

When Should We Use TO-CA?Deliver Groups of Projects• Small Major Capital Projects • Mix of Design-Build and CM• Tight Delivery Windows• Programming and Planning Efforts• Staff Augment Services• Last Minute Projects• JOC Use

How Do We Use TO-CA?RFQ

• List of Projects• Schedule• Qualifications

RFP• No Qualifications in RFP• Interview / Proposed Team• Rider A• Cost Component

What is TO-CA?

RFP Bid Form Cost Component:• Average of three staff rates with highest number of hours:

Architectural Services Fees x 2500 hours Consultants Services Fees x 2500 hours Preconstruction Services Fees x 1000 hours Construction Phase Site Management Fee x 4000 hours

• DB Construction OH&P x 50% of Budgeted D.C.C.

• CM Construction OH&P x 50% of Budgeted D.C.C.

• Fee for Assembly of Initial subcontractor bidding pool

How Do We Use TO-CA?Task Orders

• Negotiated Fees for Services

Preconstruction Services• Define Scope of Projects

✓ Scheduling ✓ Estimating

• Design Services✓ As CM or Design-Builder

How Do We Use TO-CA?Preconstruction Services

• Subcontractor Bidding Pool✓ Advertise ✓ Prequalify

• Bidding ✓ Campus Building Permit✓ Bid to Subcontractor Pool✓ Lump Sum Project Proposal✓ Management Fees as proposed and negotiated✓ OH&P as proposed

How Do We Use TO-CA?Construction Contingency

Liquidated Damages• Work with Builder to mitigate downside risk

Contingency Schedule

Project Size <$250K <$500K <$1,000K <$2,500K ≤$5,000K

DB Projects 9% 8.5% 8% 7.5% 7%

CM Projects 6% 5.5% 5% 4.5% 4%

How Do We Use TO-CA?Construction Services

• Construction Agreement✓ Task Order✓ Construction Manager (CM)✓ Design-Build (DB)✓ Owner input on services✓ Construction Agreement✓ Build Project

TO-CA Best Practices• DB v. CM Options

• Listing projects included in RFP

• Listing of Subcontractors

• Pre-Process Meeting

• Single v. Multiple project Task Orders

• Negotiation of Task Orders

TO-CA Best Practices

• When is Lump Sum Defined?

• Review of Lump Sum

• Contingencies

• Scheduling

TO-CA Best Practices• Project Closeout✓ Lump Sum Contract✓ Punch list✓ Reconciliation of Allowances✓ Project Closeout Checklist✓ Certification of Completion &

Occupancy/Release of Retention✓ Notice of Completion✓ Retention


•Risk ‘Teeter – Totter”

•Feedback Loop


It’s all about Relationships…

TO-CA Road Show…

• Pilot Campuses • CPDC TO-CA Training

Questions – Discussion ?

TO-CA MEA: http://www.calstate.edu/cpdc/cm/task-order-construction-agreement-for-multiple-projects.shtml February, 2017

Task Order-Construction Agreement—Master Enabling Agreement Use of Percentage Fees vs. Hourly Rate Fees

The CSU Chancellor’s Office-CPDC has made two sets of TO-CA MEA (TO-CA) documents available to campuses. The two TO-CA models are based on either: 1. Hourly Rate Fees or 2. Percentage of Direct Construction Cost Fees. Review the following for the most significant differences in the models and contact CPDC with questions via e-mail to [email protected]. Documents for both TO-CA models are posted on the website at the bottom of this page. 1. Hourly Rate Fees

a) The hourly rate TO-CA is the first TO-CA model used in the CSU, and was initially set up as a one-year agreement with an option to extend one year; contract limit was $10,000,000 per year. The hourly rate TO-CA is now a two-year agreement; with a contract limit of $20,000,000.

b) The service provider proposes an hourly rate fee schedule. The average of the three staff members’ billable rates from each category of services listed on the fee proposal form with the highest number of proposed hours multiplied by an assumed number of hours is used as the fee portion of the RFP evaluation.

c) The procurement phase in this model for the RFP, task orders and construction agreements is more complicated. Through the use of a Task Order Request, CSU and the service provider collaborate to establish the desired level of services and fees for each phase (preconstruction and construction) of each project, and write a task order or construction agreement for that customized level of service and fees.

d) CSU is not required to provide detailed project scope descriptions for service provider fee proposals, but must provide enough detail for the service provider to propose on the appropriate consultants necessary to perform the work.

e) CSU must identify in the RFP a listing of projects that are likely to be performed in the first year and may include an item ‘Other Projects to be Determined’ for which the value would not exceed 30% of the total value of the projects that are identified.

2. Percentage Fees a) The percentage fee TO-CA is the newer CSU TO-CA model. It is a two-year agreement, with a contract limit

of $20,000,000. b) The service provider proposes fees based on a percentage of direct construction cost for each category of

project. c) The project delivery method breakdowns represented on the fee proposal form are: CM at Risk and

Collaborative Design-Build, and each delivery method is broken down by project size as follows: $1,000,000.00 or less / $1,000,000.01 to $3,000,000.00 / $3,000,000.01 to $7,000,000.00.

d) The procurement phase in this model is simplified for the RFP, task orders and construction agreements, as CSU does not utilize the Task Order Request process as described in 1-c above. For each Project under the TO-CA MEA, the task order and construction agreement Contract amounts shall be the lump sum price or GMP, which is the sum of the actual direct construction cost as bid, plus the line items listed in the Fee Proposal Evaluation Worksheets, as proposed by the contractor and agreed upon by the Trustees for each Project and included in the TO-CA MEA as Exhibit A, Fee Schedule.

e) In this model the CSU is required to provide in the RFP project scope and all special conditions descriptions that are detailed enough for the service provider to competitively propose fees. The descriptions must be more detailed, enough for the service provider to propose on the appropriate consultants necessary to perform the work, and to propose on a percentage fixed fee for all phases of the work.

f) CSU must identify in the RFP a listing of projects that are likely to be performed and may include an item ‘Other Projects to be Determined’ for which the value would not exceed 30% of the total value of the projects that are identified.

http://www.calstate.edu/cpdc/cm/task-order-construction-agreement-for-multiple-projects.shtml

mailto:[email protected]?subject=TO-CA%20MEA%20Question

Blank Tab

II-HR1

Construction Mgmt. Page 1 of 1 page 700.04.TO-CA.HR 5/17

NOTICE TO CONTRACTORS

REQUEST FOR QUALIFICATIONS FOR


{Insert Bid Invitation number} {Insert Campus name}

{Insert Campus address} The Board of Trustees of the California State University is requesting Statements of Qualifications (SOQ) from interested and qualified general contractors (Respondents) to provide design-build and construction manager services with lump sum pricing for the design, preconstruction, and construction of multiple projects under a one-year master enabling agreement, which has an option to extend a second year.

The delivery method for this contract is Task Order-Construction Agreement for Multiple Projects— Master Enabling Agreement (TO-CA MEA). The Trustees will issue two types of agreements under the TO-CA MEA—a task order for the design and preconstruction phase services and a construction agreement for the construction phase.

RFQ Submittal Due Date and Time: {insert date & time}

Trustees’ Budget for All Projects: NTE $10,000,000.00

Contractor License Requirement: B

RFQ documents are available online in the California State Contracts Register on the CAL eProcure website on or after {insert date}. Respondents shall register and log in to download the RFQ documents {or insert PlanetBids and URL as appropriate, and include necessary information to access}. If you have problems viewing this website, contact {insert CSU point of contact name and e-mail} for assistance.

Respondents must be prequalified with the Trustees one day prior to the SOQ due date, or Trustees will not consider the Respondents’ SOQ submissions. All Respondents shall submit their prequalification applications online no less than ten (10) business days prior to the SOQ submittal due date above. To apply, go to http://www.calstate.edu/cpdc/cm/contractor_prequal_bidders.shtml, and click on PlanetBids to register and log in. Each Respondent’s prequalification rating for the TO-CA MEA shall be greater than $10,000,000.

The Trustees require three percent Disabled Veteran Business Enterprise participation in all contracts. {University shall describe the DVBE incentive herein, as it must be in the advertisement.} The three percent participation requirement applies to the overall TO-CA MEA. When it nears time to bid trades, the selected construction manager shall contact the Trustees’ DVBE Coordinator at {insert phone no. and e-mail address}. This TO-CA MEA contains multiple public works projects, which are subject to prevailing wage rate laws (see Contract General Conditions, Prevailing Wage). All contractors and all tiers of subcontractors bidding on this project shall register to bid public works projects with the Department of Industrial Relations (DIR), and maintain current this registration pursuant to Labor Code Section 1725.5. Please go to http://www.dir.ca.gov/Public-Works/PublicWorks.html for more information and to register.

End Notice to Contractors (RFQ Advertisement)

https://caleprocure.ca.gov/pages/index.aspx

http://www.calstate.edu/cpdc/cm/contractor_prequal_bidders.shtml

https://www.planetbids.com/portal/portal.cfm?CompanyID=15331

http://www.dir.ca.gov/Public-Works/PublicWorks.html

[Hourly Rate] Page 1 of 6 pages Revised February, 2017

{ATTENTION - In this document comments and instructions for editing, such as this one, are in red font and enclosed in brackets. Delete the brackets and enclosed text in the final document before publication. Some text is in red font, outside brackets. Be sure to make the requisite changes, change the font color to black, and delete this note before finalizing.}




{Insert Campus address}

1.0 INTRODUCTION The State of California, acting through the Board of Trustees of the California State University, hereinafter called Trustees, on behalf of <insert full campus name>, hereinafter called University, is requesting Statements of Qualifications (SOQ) from interested and qualified General Contractors (Respondents) to provide Design-Build and Construction Manager services with lump sum pricing for the design and construction of multiple projects under a master enabling agreement (MEA).

The delivery method for this contract is Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement (TO-CA MEA). The TO-CA MEA will include two types of agreements for the multiple projects: a single task order for the design and preconstruction phase services for the anticipated group of projects, and individual project construction agreements for the construction phase. During the design and preconstruction phase and under a Trustees-issued task order, the selected Respondent will collaborate with the Trustees on the design, constructability, cost, and schedule of the Project and develop a Lump Sum proposal to construct the Project. Upon the Trustees’ acceptance of the Lump Sum, the Trustees will issue a Construction Agreement to the General Contractor for the construction phase. If the Trustees and the General Contractor do not agree upon a Lump Sum, the Trustees will not award the construction phase of a Project to the General Contractor.

2.0 DESCRIPTION OF TO-CA MEA 2.1 Description

• The Trustees’ TO-CA MEA is a two-year contract. • The total maximum Budgeted Cost for all Projects includes all design, preconstruction and construction

costs, and includes all design and preconstruction fees. • The total maximum Budgeted Cost for all Projects shall not exceed $20,000,000. • The Budgeted Direct Construction Cost for all Projects is the total cost of the work for all projects,

excluding Design, Preconstruction, and Site Management fees, and Construction Overhead and Profit. • The total maximum Budgeted Direct Construction Cost for all projects is $16,000,000.00. • No single project shall exceed $7,000,000 in total Budgeted Cost. • Every project in this Contract is subject to prevailing wage rate laws as detailed in the Contract General

Conditions; the California Department of Industrial Relations will be monitoring the projects under this Contract for payment of prevailing wage rates.

• The Trustees shall not guarantee a minimum volume of Service Orders or Construction Agreements to be awarded as part of the TO-CA MEA.

• The General Contractor shall be licensed in the State of California with a ‘B’ license, and the Architect on the General Contractor’s team shall be licensed to practice architecture in the State of California. Both General Contractor and Architect must be prequalified with the Capital Planning, Design and Construction Department of the CSU Office of the Chancellor.

Revised February, 2017 Page 2 of 6 pages

2.2 Projects The Projects may include, but are not limited to {insert descriptions of all Projects – not more than one page in length for the entire project listing--enough to give responding firms enough information to understand the overall requirements for this Contract and to prepare a statement of qualifications. More Project details are provided in exhibits issued with this RFQ and listed below}.

1 Upgrades {Specify DB or CM project for each} $ 2 Expansion $ 3 Ground Floor Renovation $ 4 Dept. Lobby Renovation $ 5 Landscape Improvements (Bldgs 1, 2 and 3) $ 6 Baseball / Softball Infield Improvements $ 7 Campus-wide Concrete Repairs $ 8 Mechanical Upgrades $ 9 Filter Retrofit and Duct Cleaning (multiple buildings) $ 10 Campus Elevator Retrofits (multiple buildings) $ 11 Other Projects to be identified TBD Total $

The Projects are more fully described in the following documents: { Edit as applicable: Project programs, criteria documents, feasibility studies, site plans are available for viewing and download at www.bidsync.com (or) xxx.com (or) are attached as Exhibit A, Exhibit B, etc. } Exhibit A-Rate Schedule Exhibit B-Criteria Documents Exhibit C-Project Programs

3.0 SCOPE OF WORK The Contract terms and conditions, along with Work to be performed by the General Contractor are specified in the following TO-CA MEA Contract Documents: • TO-CA MEA, which includes Riders A-Agreement General Provisions and B-Scope of Services; • Task Order Request (for Design and/or Preconstruction Services); • Task Order (for Design and/or Preconstruction Services); • Construction Agreement; • Contract General Conditions (both Collaborative Design-Build and Construction Manager at Risk); and • Supplementary General Conditions for both sets of Contract General Conditions.

Form contracts may be viewed and obtained at: http://www.calstate.edu/cpdc/cm/task-order-construction-agreement-for-multiple-projects.shtml. In submitting a response to this RFQ, the Respondent represents that it is qualified and capable to provide all the requirements of the TO-CA MEA, which would include both the Task Order for Design and/or Preconstruction Services and any potential Construction Agreements.

The following is a brief overview of the work the General Contractor will be required to perform, if awarded the TO-CA MEA and any subsequent task order and construction phase agreement: 3.1 Each TO-CA MEA Task Order issued shall have a separate Budgeted Cost and shall include:

• If specified to be a Design-Build (DB) project in the Task Order: Design responsibility with an Architect and Engineering consultants under contract to the General Contractor; preconstruction coordination, scheduling, constructability, and cost estimating services.

• If specified to be a Construction Manager at Risk (CM) project in the Task Order: Collaboration with the Trustees Architect and Engineering consultants; and preconstruction coordination, scheduling, constructability, and cost estimating services.

• The Rider A-Scope of Services may vary for the General Contractor on an individual project basis, depending on project needs, and in-house needs and capabilities of the Campus.

3.2 Review the initial cost estimates and provide continuous cost management to assure the design is within the budgeted cost estimate.

3.3 Develop the design and provide constructability reviews and analysis. Offer suggestions to improve the quality of the Projects.



Request for Qualifications for Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement <Insert campus name> – <Insert Contract /Bid No.>

Page 3 of 6 pages Revised February, 2017

3.4 Provide construction planning, phasing, and scheduling during design and through construction completion.

3.5 Develop and maintain Project schedules that incorporate all tasks and approvals of all involved parties necessary to complete the Project within the contract durations.

3.6 Incorporate LEAN practices and tools into the process.

3.7 Incorporate integrated project management practices into the Project.

3.8 Provide quality assurance.

3.9 Bring design-assist and design-build trade subcontractors into the design phase appropriate for the Project and as approved by the Trustees.

3.10 Provide cost estimating and value engineering. Reconcile General Contractor cost estimates with Owner’s budget.

3.11 Coordinate with and provide information as required to regulatory agencies. Schedule and monitor required agency approvals, obtain Campus Building Permit.

3.12 Advertise all projects before the first project bids. Prequalify trade contractors to comply with General Contractor’s and Trustees’ standards, to create a subcontractor bidding pool for all subsequent projects.

3.13 Comply with requirements to subcontract a minimum of three percent (3%) of the Project to Disabled Veteran Business Enterprises.

3.14 Develop Trade Contractor Bid Packages and receive bids in the most logical, competitive, and seamless manner.

3.15 Warrant the design of a Design-Build project, and the completeness and constructability of the construction documents and ensure that trade bid packages include a complete scope of work.

3.16 Submit a Lump Sum proposal.

3.17 Manage and administer the Project construction phase to achieve construction completion within the contract time and budget and with high quality workmanship.

4.0 SELECTION PROCESS / REQUIREMENTS 4.1 Selection Process The Trustees will select the General Contractor using a two-step process. The first step is this Request for

Qualifications (RFQ) from which Respondents may submit SOQs to the Trustees. The Trustees will appoint a selection committee to review and score the SOQs, and the highest scoring four firms will continue in the selection process. Should the score of the fifth place firm be within ten points of the score of the fourth place firm, the fifth place firm will also be selected to continue in the selection process. The Trustees will notify the unsuccessful firms, and will send the successful firms a Request for Proposal (RFP). The Trustees’ selection committee will score the responding proposals from the finalists, conduct interviews, and may conduct reference checks. The Trustees may award the TO-CA MEA to the highest scoring firm, or to multiple firms as specified in the RFP. The judgment of the Trustees in this selection process is not subject to appeal.

If the Trustees do not award the TO-CA MEA, or if the Trustees award the TO-CA MEA and do not award a construction phase agreement, the Respondents will not be entitled to recover any monetary awards of any type whatsoever. The Trustees reserve the right to reject all responses to this RFQ. The Trustees may terminate the TO-CA MEA agreement prior to a construction phase and/or seek alternate competitive public bids for a construction phase. There is no guarantee any construction phase agreement will be awarded.

4.2 Requirements for Qualification All Respondents (general contractors) must be prequalified with the Trustees one day prior to the SOQ due

date, or their SOQ submission will not be considered. The last day to submit an application for CSU prequalification is indicated on the enclosed schedule. Respondents must submit the CSU prequalification applications online. For more information regarding prequalification with the Trustees, go to http://www.calstate.edu/cpdc/cm/contractor_prequal_bidders.shtml to apply for prequalification, go to this website and click on PlanetBids. The Respondent’s available prequalification rating (rating minus receivables



on any current contracts held with the Trustees) for the TO-CA-MEA must be $10,000,000 or more. Construction phase contract awards may not exceed their prequalification rating at any time during the contract duration.

Architects on the successful Respondent’s team must be prequalified in accordance with the requirements found on the following CSU website: http://www.calstate.edu/CPDC/ae/prequal/.

4.3 Documents {Edit as applicable} Interested parties may obtain selection documents and Project description documents by registering at the

California Department of General Services’ BidSync website at the link below: https://www.bidsync.com/SupplierRegister?ac=register&posting=true&plan=0&regtype=default&cmd=next&. Once registration is completed, login into BidSync and search for the Contract by CSU campus location at: https://www.bidsync.com/bidsynccas/login?service=https%3A%2F%2Fwww.bidsync.com%2FDPXLogin.

{If campus uses PlanetBids, then advertise only on BidSync and use Planet Bids for document distribution.} Interested parties may obtain selection documents and Project description documents by registering at the

Campus Contract Services & Procurement website at: {insert campus link to PlanetBids.} Once registration is completed, login into PlanetBids at: {insert campus link to PlanetBids} and search for the Project by CSU location.

5.0 SELECTION PROCESS SCHEDULE: {In the table below, suggested durations from the previous date and instructions are provided in braces. Delete and replace with target dates}

Schedule Activities Schedule RFQ Advertised {start date} Last day to submit application for prequalification {20 calendar days after start and 12 working days

before SOQ due date} Last day to submit RFQ questions {5 working days before SOQ due date} RFQ Addenda issued (if required) {4 working days before SOQ due date} Statements of Qualifications due {20 calendar days specify time due} Proposer shortlist published by e-mail {11 calendar day} RFP distributed to shortlist {1 calendar day} RFP Site conference {14 calendar days} Last day to submit RFP questions {7 calendar days} Proposals due date and time {7 calendar days}{hard date and time} Proposing firms interviewed {11 calendar days} Successful Proposer announced {1 calendar day} TO-CA MEA executed {21 calendar days} First task order issued {insert number of calendar days } First construction agreement executed {target date, allow for approvals}

This is a proposed schedule that is subject to change. The task orders and construction agreements (if awarded) will identify the schedule commitments. Any changes to the schedule for the RFQ/RFP process will be issued to all Proposers via addenda.

6.0 INSTRUCTIONS FOR SUBMITTING A STATEMENT OF QUALIFICATIONS Respondents shall submit their Statement of Qualifications (SOQ) to the Managing Office shown herein before the date and time shown in the Selection Process Schedule, in accordance with the following instructions: 6.1 Provide all information requested by this RFQ.

6.2 Provide information as it pertains to your firm. When referencing projects that were joint ventures, indicate such and explain your firm’s role in the project.

6.3 The SOQ should be well organized and as concise and complete as possible while still providing the requested information.

6.4 Information you believe is relevant to the selection of your firm for this Project but not requested by the RFQ may be submitted as an appendix to the SOQ.

http://www.calstate.edu/CPDC/ae/prequal/

https://www.bidsync.com/SupplierRegister?ac=register&posting=true&plan=0&regtype=default&cmd=next&

https://www.bidsync.com/bidsynccas/login?service=https%3A%2F%2Fwww.bidsync.com%2FDPXLogin



6.5 Where contact information is requested, include the company name, address and a company representative’s name, phone number and e-mail address.

6.6 Submit five copies of the SOQ in “8 ½ x 11” format and one copy as a digital file in PDF format.

6.7 Deliver the SOQ in a sealed package marked on the outside “SOQ for” and add the Contract Name, and No., and Campus.

6.8 Deliver the SOQ to the Managing Office for the Selection Process prior to the date and time indicated in the Selection Process Schedule.

7.0 MANAGING OFFICE FOR THE SELECTION PROCESS All communications concerning the selection process should be directed to the Managing Office for the Selection Process. In e-mail communications, place the name and number of the Contract in the subject line. The Managing Office for the CM Selection Process is:

Name {Insert individual’s name, title and department} Campus {Insert Campus Name} Address (mailing): {Insert} Telephone: {Insert} Fax: {Insert} E-Mail: {Insert e-mail address}

8.0 SOQ REQUIRED INFORMATION AND SCORING Provide the following information in your SOQ. Each question will be scored against an ideal response which, in the opinion of the Trustees’ Selection Committee, would receive the maximum number of points possible, as indicated herein. If all information is not provided, the SOQ may not be considered. The Trustees may, at their discretion, call the contacts provided or others as may become known for reference checks. SOQs should be organized with numbered tabs corresponding to the following required information. Provide concise and complete responses. Non-requested information and lengthy responses are discouraged.

Tab Required Information: Points 1 Cover letter stating:

1) that your firm’s submittal is in response to this RFQ; 2) that your firm agrees to enter into preconstruction services and construction agreements if

selected; and 3) under penalty of perjury, that all information in the SOQ is accurate.

0 points

2 Organization Information: • Identify your firm’s full legal name, address, phone, fax, website, and point of contact. • Include organization chart of your Design-Build team. Give titles and names of positions.

0 points

3 Provide the address of the office that will manage this Project. 0 points

4 Copy of your firm’s CSU prequalification letter, which also contains your firm’s Composite Safety Score.

0 points

5 Copy of your firm's California Contractor License and your team Architect’s License. 0 points

6 Your firm’s past experience on CSU projects. 0 points

7 Your firm’s present contracts on CSU projects. 0 points

8 Your Team’s general qualifications and experience managing DB and CM projects of similar size and type. List up to five projects each for the GC and the AE, and provide contact information for the owners; include names and e-mail addresses. Provide examples for both types of delivery methods.

60 points

9 Your Team’s qualifications and demonstrated successful experience with DB and CM at Risk projects in the public sector. Provide the following information for the proposed GC and AE: at least three projects in California that were completed, or are 75% complete, within the last

60 points


five (5) years. Your Team must have provided DB or CM at Risk services for these projects, and worked directly with the owner. Include: A. A project description in summary form showing key data for each project submitted. B. A narrative project description and include the processes that were used to:

(1) Provide design coordination and review with the architect and owner. (2) Address constructability issues and incorporate solutions into the design. (3) Provide cost estimating to assure conformance to the owners budget (4) Demonstrates the firm’s ability to effectively use TO-CA MEA delivery.

C. Provide reference and contact information (names and e-mail addresses) for the project owner or the owner’s representative, and architect, and their roles, responsibilities and everyday interaction with your project team.

D. Describe any lawsuits involving any of your projects’ owners in the last five years to which you have been a party. Describe if you were the plaintiff or defendant, a brief summary of each case, and the outcome.

10 Your firm’s experience incorporating subcontractors into the design phase by methods such as design-assist or design-build. Provide contact information for owner and architect.

25 points

11 Your firm’s experience utilizing DVBEs. 10 points 12 Your firm will be assigned points according to the Composite Weighted Score (CWS) which is

indicated in your firm’s prequalification letter. The highest possible CWS is 50; the lowest, 25 (contractors are not prequalified with scores below 25). One point will be assigned for each increment higher than 25, for a maximum assignment of 25 points. For example, a CWS of 43 will be assigned 18 points, and a CWS of 30, 5 points.

25 points

13 Your Team’s unique qualifications to perform on this Project. 50 points 14 Your firm’s experience within 50 miles of the Project. 20 points 15 Your firm’s experience using LEAN tools and Integrated Project Management methods. 20 points 16 Your firm’s process for assuring the Project cost is within the scope and budget and completed

on time. 50 points

17 During the past five (5) years was your firm required to pay penalties for failure to pay prevailing wages? If yes, provide a description of each instance and the amount of penalties paid. .

25 points

18 During the past five (5) years has your firm been assessed CAL-OSHA fines in the serious, repeat, or willful category? If yes, provide circumstances, number of instances, and the amount of fine(s).

25 points

19 Response to RFQ was clear, concise and responsive. (No tab required) 30 points TOTAL 400 points

9.0 QUESTIONS All questions regarding this RFQ for the TO-CA MEA selection process listed herein must be submitted in writing by e-mail, fax or mail to the Managing Office and received no later than the due date indicated in the Selection Process Schedule. {Change previous sentence if questions to go to different person identified in Section 7 of this RFQ.} Questions received after the due date will not be considered. Written responses to submitted questions will be sent to all registered Respondents. Clarifications may be requested verbally, however, verbal responses will not be considered binding.

End of Request for Qualifications

II-HR2


REQUEST FOR PROPOSALS FOR


Bid Solicitation No. - <Insert Bid Solicitation number> <Insert Campus name>

<Insert Campus address>

1.00 – INTRODUCTION 1.01 Seeking Design-Builder/Construction Manager Proposals

The State of California acting through the Board of Trustees of the California State University, hereinafter called the Trustees, on behalf of <insert full campus name>, hereinafter called University, is seeking proposals from previously selected Finalists (RFP 1.02) to provide design, preconstruction and construction services with a lump sum price for the Projects referenced herein, hereinafter called the Projects (RFP 1.03).

1.02 Two-Step Process for Selection The Trustees’ selection of the successful Proposer is a two-step process—the Request for Qualifications (RFQ) and Request for Proposals (RFP). The Trustees have already completed the first step by issuing an RFQ, to which Respondents submitted Statements of Qualifications (SOQ) to the Trustees. The Trustees scored and ranked the SOQ, resulting in a list of Finalists, whom the Trustees notified. The Trustees proceeded to the second step of the selection process by issuing this RFP to the Finalists.

1.03 Delivery Method The delivery method for this Contract is Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement (TO-CA MEA), and it contains two types of agreements for multiple projects as requested by the University and specified herein: • a Task Order (services agreement) for the design and preconstruction services, and • a Construction Agreement for the construction services (with a lump sum price).

During the design and preconstruction phase for each project, the selected Proposer may develop the design, perform constructability, cost, and scheduling services and develop a lump sum proposal to construct the Projects. Upon the Trustees’ acceptance of the lump sum price and schedule, the Trustees may award a Construction Agreement to the selected Proposer for the construction phase. If the Trustees and the selected Proposer do not agree upon a lump sum and other conditions for a Project, the Trustees will not award a Construction Agreement for the construction phase for that Project. The selected Proposer(s) for the TO-CA MEA is intended to perform the functions of the following roles: • Design-Builder - the selected Proposer contracts directly with the design professional(s), and/or, • Construction Manager - the Trustees contract directly with the design professional(s). The University will specify in every Task Order Request which of the above delivery methods will be used for the Project.

2.00 - RFP CONTENTS 2.01 RFP Sections

Refer to RFP Table of Contents • Sections of the RFP will be referred to within the RFP as “RFP X.XX”. • Refer to the first Article in the Contract General Conditions, Definitions, for RFP definitions. • Refer to: this RFP, and the design and preconstruction service agreement, Rider A-Scope of Work, for

the design and preconstruction phase scope of work descriptions.

Request for Proposals for Task Order-Construction Agreement for Multiple Projects <Insert campus name> – <Insert Project name and number>


• Refer to: this RFP, the Construction Agreement, and the Contract General Conditions for the construction phase scope of work descriptions.

2.02 Standard CSU Documents, Forms, and Project Specific Information The following documents are a part of this RFP. Proposers are advised to ensure that they have the most recent documents. Documents noted in the Table of Contents with “RFP Copy” are Project specific, and the copies provided as part of the RFP must be used. These documents are attached to the RFP as detailed below under Appendices, and/or are available to download at the following websites: • TO-CA Model and Guidelines • Sample Forms

Projects included in this RFP shall be enrolled into the CSU Builders Risk Insurance Program; see the Insurance Requirements provisions of Contract General Conditions, under Conduct of the Work. Information regarding the Builders Risk Insurance Program may also be found on the following website: http://www.calstate.edu/cpdc/CM/BRIP.shtml.

Appendices 1 Task Order-Construction Agreement Master Enabling Agreement (including Riders A-Agreement

General Provisions, B- Scope of Work, and C-Task Order) 1.1 Task Order Request - for Design and Preconstruction Services 1.2 Task Order - for Design and Preconstruction Services 1.3 Construction Agreement - for Construction Phase Services

2 Contract General Conditions 2.1 Contract General Conditions for Collaborative Design-Build Major Projects 2.2 Contract General Conditions for Construction Manager at Risk with Guaranteed Maximum Price

Projects 3 Supplementary General Conditions

3.1 Supplementary General Conditions to Contract General Conditions for Collaborative Design-Build Major Projects for Use with Task Order-Construction Agreement Contracts

3.2 Supplementary General Conditions to Contract General Conditions for Construction Manager at Risk with Guaranteed Maximum Price Projects for Use with Task Order-Construction Agreement Contracts

4 Sample Forms 4.1 Sample Technical Proposal Evaluation Score Sheet 4.2 Trade Contractor Prequalification Document

5 Division One 6 Procedure Manual for CSU Capital Projects 7 Prevailing Wage Rates 8 Project Summaries, Criteria Documents, Architectural Plans and Elevations and Maps (RFP Copy)

<Insert description of documents included in Appendix 9> 9 Geotechnical Report(s) (if any) (RFP Copy)

10 CEQA Mitigation and Monitoring Program (RFP Copy) 11 Design-Assist and Design-Build Subcontracting

3.00 – PROJECT DESCRIPTIONS 3.01 Description The following Projects are included in this Contract, and generally consist of:

No. Project Description Delivery (DB or CM) Budget

1 Upgrade $ 2 Tenant Improvements $ 3 Ground Floor Renovation $


http://www.calstate.edu/cpdc/cm/forms/

http://www.calstate.edu/cpdc/CM/BRIP.shtml

http://www.calstate.edu/cpdc/CM/cgcs_majors/2015_cgcs_cdb_major.pdf

http://www.calstate.edu/cpdc/CM/cgcs_majors/2013_cgcs_cmr.pdf


http://www.calstate.edu/cpdc/cm/task-order/sgcs_cdb_major_to-ca_2015.docx







4 Dept. Lobby Renovation $ 5 Landscape Improvements (Bldgs 1, 2 and 3) $ 6 Baseball / Softball Infield Improvements $ 7 Campus-wide Concrete Repairs $ 8 Mechanical Upgrades $ 9 Filter Retrofit and Duct Cleaning (multiple buildings) $

10 Campus Elevator Retrofits (multiple buildings) $ 11 Other Projects to be determined

Total All Projects $ The above-listed Projects are more fully described in the Project Summaries, Criteria Documents, Supplemental Documents, Standard CSU Documents, Forms, and Information.

3.02 Contract Requirements • The Trustees’ TO-CA MEA is a two-year contract. • The Trustees may award two agreement types under the TO-CA MEA for each Project:

◦ Task Order: The Trustees will initiate each Project with a Task Order, through which all design and preconstruction services will be performed.

◦ Construction Agreement: After completion of the design of each Project, and upon agreement of the lump sum price, the Trustees may initiate the construction phase with a Construction Agreement under the MEA.

• The total maximum Budgeted Cost for all Projects includes all design, preconstruction and construction costs.

• The total maximum Budgeted Cost for all Projects shall not exceed $20,000,000. • No project shall exceed $7,000,000 in total cost. • The Budgeted Direct Construction Cost for all Projects is the total cost of the work for all Projects,

excluding Service Provider Design and Preconstruction fees, and Contractor Site Management Fee, Overhead and Profit, and Contingency.

• The total maximum Budgeted Direct Construction Cost for all Projects may not exceed 80% of $20,000,000, or $16,000,000.00.

• Every project in theTO-CA MEA is subject to prevailing wage rate laws as detailed in the Contract General Conditions (see Article 4.02 (CM) or 36.02 (CDB), Prevailing Wage).

• Liquidated damages for each calendar day the Project construction completion is late shall be as agreed between the Contractor and the Trustees in the Project Task Order, and as documented in the Project Construction Agreement.

• The selected Proposer is required to be licensed in the State of California with a <Insert required license – it shall be a “B” license for all buildings to be occupied by people> license. The selected Proposer and all subcontractors of all tiers must register to bid public works projects with the Dept. of Industrial Relations, and obtain and maintain current registration numbers. To register go to http://www.dir.ca.gov/Public-Works/PublicWorks.html, and look under “Contractor Registration” for more information and to register.

• The Architect shall be licensed to practice architecture in the State of California.

3.03 Project Conditions Conditions for all Projects in this Contract are listed below. Refer also to Division One. <Insert any and all conditions that the selected Proposer should be aware of before commencement of services including: • specific Trustees/University conditions • reference RFP Tables A and B for further definition of required services. • phasing & schedule needs • special equipment




• unusual coordination with agencies • status of design • LEED certification • budget phasing>

4.00 – SELECTION PROCESS AND PROJECT SCHEDULE 4.01 Selection Process Schedule / Proposed Project Schedule

Below is the Selection Process Schedule and Proposed Project Schedule for the RFP phase through the award of the construction agreement for the first Project. The Selection Process Schedule may be changed by addendum to this RFP. The Trustees may change the Proposed Project Schedules at any time through the Preconstruction Phase.

RFP SELECTION PROCESS SCHEDULE AND PROPOSED PROJECT SCHEDULE

Schedule Activities Dates

RFP distributed to RFQ Finalists <insert day of week, and date>

Site Conference and RFP review {optional} <insert day of week, and date, allow 10 cd>

Last day to submit questions <insert day of week, and date, allow 5 cd before addendum deadline>

Last day to issue RFP addendum <insert day of week, and date; allow 7cd before Fee & Tech Proposals are due>

Technical Proposals due <insert day of week, date and time; allow 30 cd from RFP distribution>

Proposing firms interviewed <insert day of week, and date, allow 7 cd>

Fee & Technical Proposals due <same day as interview ?? by 5:00 pm>

Post Technical scores and open Fee Proposals <insert day of week, date and time, day after last interviews>

Post Winning Proposer <insert day of week, date and time, day >

Award TO-CA MEA <insert day of week, and date, day >

TO-CA MEA fully executed <allow 3-4 weeks> Issue TO-CA MEA Notice to Proceed (to define start/completion of MEA) <insert day of week, and date>

Issue Task Order Request under the TO-CA MEA for design and preconstruction services for 1st Project

<insert day of week, and date>

Task Order for design and preconstruction services for 1st Project fully executed <allow x weeks or days>

Notice to Proceed issued for design and preconstruction services for 1st project <insert day of week, and date>

Award Construction Agreement under the TO-CA MEA1st project

<insert day of week, and date, consider authorization process, allow ten cd>

Construction Agreement 1st project fully executed by University Counsel <insert day of week, and date>

Notice to Proceed issued for construction for 1st project

< issue five calendar days prior to start - insert day of week, and date, allow 7 cd>

Notice of Completion filed/Construction Complete 1st project

<insert day of week, & acceptance date of 1st project>

Note: Trustees do not intend that Project #1 must be fully completed before Project #2 may start; Projects may run concurrently. The selected Proposer must track progress for all Projects on the Schedule. Reference Contract General Conditions, Schedule.



5.00 TO-CA MEA SCOPE OF SERVICES 5.01 Contract Scope

This RFP summarizes and supplements services specified in the Contract Documents. The Contract Documents are cumulative, and the selected Proposer is required to provide the services specified in the TO-CA MEA and its Rider A Scope of Work, this RFP, the selected Proposer’s proposal, the Task Orders, and the Construction Agreement and Contract General Conditions.

Each Task Order issued by the University under the TO-CA MEA may include: design responsibility with an Architect and Engineering consultant under contract to the selected Proposer; preconstruction coordination, scheduling, constructability, and cost estimating services. Design responsibility and scope of services may vary for the selected Proposer on an individual project basis, depending on project needs and in-house capabilities of each University.

Each Construction Agreement issued under the TO-CA MEA shall have separate Budgeted Cost and Direct Construction Cost; Lump Sum Price; Contingency; Construction Documents; Contract (including Payment and Performance Bonds); Insurance*; Notice to Proceed; Notice of Completion; and Retention.

*Projects with Budgeted Cost exceeding the value of minor capital outlay projects will be enrolled in the Trustees’ Builders Risk Insurance Program, under which the Trustees provide course of construction insurance.

The Trustees may make changes, additions or deletions to the scope of work described in the RFP, and may add to or delete Projects from the scope of work by Service Agreement Amendment (for design and preconstruction services) or Contract Change Order (for construction phase services). The total Budgeted Cost and total Budgeted Direct Construction Cost of projects shall remain within the upper limits prescribed in RFP 3.02.

5.02 No Guarantee for Project Award TheTrustees do not guarantee a minimum award volume of Task Orders or Construction Agreements.

The selected Proposer is not entitled to recover any unreimbursed costs, anticipated profit, or monetary awards for proposal preparation.

5.03 Collaboration The selected Proposer shall work in collaboration and cooperation with the Trustees towards realizing high quality Projects.

5.04 Integrated Project Delivery / LEAN Methods The selected Proposer shall exercise the highest standards of the industry for Integrated Project Delivery to guide its relationships with the other members of the team, and for incorporating LEAN methods in all processes for all phases of the Project(s).

5.05 TO-CA MEA and Task Order Scope of Work The selected Proposer shall assemble a Project team including consulting Architect and Engineers (AE) for the RFP, and a team of subcontractors after award of the TO-CA MEA. In general, the Scope of Services under the TO-CA MEA shall include, but shall not be limited to the following: 1. Create a subcontractor pool prior to bidding Projects specified in the Task Order Requests. Advertise

and prequalify subcontractors for inclusion in the Project team and for bidding subsequent Projects; 2. When the University specifies in the Task Order Request that the Project is Design-Build, design

services are required in the Task Order Request, and the selected Proposer shall contract for those services with its team AE to provide scope definition and code compliance drawings and specifications;

3. Attend meeting(s) with the Trustees to define the scope of the Project(s); 4. Provide proposals for design and preconstruction services for the Project in response to the Trustees’

Task Order Request; 5. Provide plan check, building permit coordination and preconstruction management services;



6. Provide estimating, scheduling, constructability, and coordination with AE, Trustees, and subcontractors as required assuring conformance to Project budget, schedule, and design-build responsibilities;

7. Bid the project to Service Provider -prequalified subcontractors for each trade and award to the lowest bidders. If Service Provider desires to self-perform any portion(s) of the work it must competitively bid to be included in the trade contractor team, and bid against the selected subcontractor(s) during the project bid phase;

8. Assemble a project Lump Sum proposal for Trustees’ approval. 9. Acquire a Campus Building Permit for each phase of each Project.

6.00 – CONSTRUCTION PHASE 6.01 Construction Phase Services

Once Trustees and the selected Proposer have agreed upon a Lump Sum for a project, the Trustees will award a Construction Agreement to the selected Proposer incorporating the current and applicable Contract General Conditions and Supplementary General Conditions.

6.02 Execute Trade Contracts After the Construction Agreement between the selected Proposer and the Trustees is fully executed, the selected Proposer shall enter into subcontracts for the construction phase with the successful subcontractors in each trade.

6.03 Construct Project The selected Proposer shall furnish construction administration and management services and use its best efforts to construct the Project in an expeditious and economical manner consistent with the best interests of the Trustees. The Trustees have established the scope of work for the construction phase services in the construction phase agreement which includes the services specified in this RFP.

7.00 - RESPONDING TO THE REQUEST FOR PROPOSALS 7.01 Clarifications and Questions Regarding this RFP

All communications regarding this RFP, including requests for information or clarification of the intent or content of this RFP, must be received by the Trustees’ Representative in writing no later than the date set for submitting questions stated in RFP Selection Process Schedule (RFP 4.01). Only the Trustees’ Representative is authorized to answer questions relative to this RFP. Information obtained verbally from any source has no authority, may not be relied upon, and shall have no standing in any event that may occur. Written addenda will be distributed on or before the date fixed for issuing addenda as stated in the Selection Process Schedule. Failure of Proposer to receive any addenda shall not relieve the Proposer from any obligation therein. Proposers are advised to inquire about addenda prior to submitting a Proposal.

7.02 Managing Office / Trustees’ Representative Questions related to this RFP shall be directed to the Trustees’ Representative at the office named below.

The contact information for the Managing Office for the RFP is: Name: <Insert contact name> Campus: <Insert formal Campus name> Address: <Insert Campus address> Telephone: <Insert Campus phone #> Fax: <Insert Campus fax #> E-mail: <Insert Campus contact e-mail>

7.03 Proposal Submittals The Trustees will accept Proposals no later than the time and date indicated in Selection Process Schedule. Proposers shall divide Proposals into two separate submittals, the Technical Proposal and the Fee Proposal. Proposers shall submit each Proposal in a separate envelope or package and clearly mark them, as required in this RFP.



7.04 Technical Proposal Submittal Proposers must submit six (6) complete sets of the Technical Proposal in a sealed package, with the following

clearly marked on the outside: “Proposer’s Firm Name” “Technical Proposal – <insert Campus name> - <insert Project Number> ”

7.05 Fee Proposal Submittal Proposers must submit one (1) complete set of the Fee Proposal in a sealed envelope with the following clearly marked on the outside: “Proposer’s Firm Name” “Fee Proposal – <insert Campus name> - <insert Project Number> ”

7.06 Delivery of Proposals Proposers must deliver Proposals to the address below at or before the time and date set in the Selection Process Schedule. Proposals delivered to other places even if on the campus, will not be considered. Name: <Insert person responsible for accepting proposals> Campus: <Insert Campus full name> Address: <Insert Campus address> Telephone: <Insert Campus contact phone #> Fax: <Insert Campus contact fax #> E-mail: <Insert Campus contact e-mail>

7.07 Responsibility for Timely Delivery of Proposals The Proposer is solely responsible for ensuring delivery to the submittal location no later than the date and time specified. Use of the United States Postal Service, campus mail system, express or overnight delivery, or any other service, shall not relieve the Proposer from the requirements of meeting the specified deadline at the specified location. The Trustees shall return unopened, any Proposal received after the due date and time.

7.08 Proposer’s Cost Each Proposer acknowledges and agrees that the preparation of all materials for submittal to the Trustees and all presentations, related costs and travel expenses are at the Proposer’s sole expense, and the Trustees are not, under any circumstances, responsible for any cost or expense incurred by the Proposer. In addition, each Proposer acknowledges and agrees that all documentation and materials submitted with their RFP shall remain the property of the Trustees.

8.00 – SELECTION PROCESS 8.01 Selection Policy

It is the Trustees’ policy to base the selection of the Proposer for these Projects on the quality of the team, i.e. demonstrated competence and experience, and on the proposed cost, in an attempt to ensure the satisfactory performance of the design and construction management services required.

8.02 Evaluation and Scoring of Proposals The evaluation team shall evaluate each proposal to determine its responsiveness to the Trustees’

requirements. The evaluation team will score each question against an ideal Proposal in the opinion of the Trustees’ evaluation team; the ideal Proposal would receive the maximum number of points possible, as indicated. If Proposer does not provide all information, the Trustees may decide not to consider its Proposal. Each question is assigned a maximum score in relation to the Trustees’ assessment of the associated contribution toward achieving project goals.

8.03 RFP Compliance Check If the evaluation team finds that proposals do not meet minimum submittal or content requirements herein, do not meet overall qualification standards, take unacceptable exceptions to the RFP requirements, or violate the prohibitions in Public Contract Code section 10832 (statute dealing with conflict of interest), then Trustees may deem them non-responsive and eliminate them from further consideration.



8.04 Proposal Analysis An evaluation team comprised of the Trustees’ representatives will analyze each technical proposal to ensure that the Trustees’ needs will be met. Once evaluations are completed, the team will conduct in-person interviews with each Proposer.

8.05 Interviews After the evaluation of the technical proposals, and as part of the evaluation process, the evaluation team will interview all Proposers. The interview structure will be as follows: • Proposers shall be randomly selected for time slots for interviews, which shall be held on the date

indicated in the Selection Process Schedule. The interviews will be conducted at: Campus: <Insert Campus full name> Address: <Insert interview location & address> Contact: <Insert campus contact name> Telephone/E-mail: <insert area code and telephone number; e-mail>

• Proposers shall each be allotted 30 minutes to make their presentations and 30 minutes for questions and answers from the panel.

• Proposers may arrive 10 minutes before their interview time to set up equipment and materials used for presentation purposes.

• Proposers should feel free to use any form of electronic media or otherwise to make their presentations within the allotted time.

• Proposers are requested to present their approach to the design and construction of the Projects. • Proposers are required to present at the interview those members of their team that will occupy key

positions on the Project such as, but not limited to: Architect and key staff and/or consultants, Preconstruction Coordinators, Project Managers, Projective Executives and other essential team members to ensure that the Trustees are interviewing individuals that will work on the Projects as primary contacts and managers.

8.06 Public Opening of Fee Proposals After interviews the Trustees will announce technical scores, and then the fee proposals will be opened and

scored as outlined in the RFP. After checking the accuracy of each fee proposal, the Trustees will then announce the selected firm. This may occur a day or two after the opening of the fee proposals.

8.07 Scoring Calculation The Trustees will calculate the technical score in whole numbers, and will calculate the fee score to two decimal places and add it to the technical score. The winner will be the Proposer with the highest combined technical and fee scores. In the event of a tie for first place in the total score, the winner will be the tied Proposer with the lowest proposed fees. If both proposed fees are equal the Trustees will select the winner by a coin toss in the presence of both parties and managed by the Trustees. The tied Proposers will be required to agree to the coin toss procedure in writing before the toss.

8.08 Intent of Technical Proposal It is the Trustees’ position that this project delivery method is of a highly collaborative nature and will require the successful Proposer to work closely with the Architect and the Trustees during the Phases 1 and 2 to deliver high quality Projects on time and within the Construction Budgets. In order for the Trustees to evaluate the Proposer’s ability to meet the requirements of this Contract, Proposers shall submit their technical proposal for evaluation and scoring. The Trustees’ intendtoevaluate the technical proposal to determine the Proposer’s ability to successfully deliver the Project using the TO-CA Master Enabling Agreement for Multiple Projects project delivery method and score the technical proposal accordingly.

9.00 – TECHNICAL PROPOSAL REQUIREMENTS 9.01 Required Content of Technical Proposals Proposers shall ensure that the Technical Proposals provide a comprehensive, but concise summary of

qualifications and capabilities to satisfy the requirements of the RFP. Proposers shall adhere to the following



organization in the Proposals by providing tabs for sections listed below as noted. Trustees may disqualify any Proposer who fails to provide all of the information described below.

No Tab - Introduction 0 POINTS • Cover Letter: Proposers shall provide a cover letter that:

◦ is signed by an individual authorized to contractually bind the Proposer, ◦ references the RFP and confirms that all elements of the RFP have been read and

understood, ◦ agrees to enter into design/preconstruction and construction contracts if selected, and ◦ certifies that all information in the RFP is accurate under penalty of perjury.

• Table of Contents

No Tab - Proposal Interview 70 POINTS The Proposer’s (GC/AE) Project team make-up and its ability to communicate and work effectively with the rest of the team is of critical importance to the Trustees. The interview described is an integral part of the evaluation process. The Proposers presentation should focus on the following: A. Introduction of the proposed staffing for the Projects. What qualities will each proposed

staff member bring to the team that will lend to the success of these Projects? B. The factors that differentiate the proposing team from the other teams that are proposing.

What make your firm uniquely qualified to perform these Projects? C. Descriptions by GC /AE staff persons of their previous successes and difficulties with

integration into and communications with previous project teams. D. Highlight any areas of the teams proposal that warrant the special attention of the

evaluation team, especially projects that the team has completed together in the local area that demonstrate their ability to successfully complete these projects.

E. Project related questions the Proposers team may have for the interview team.

Tab 1 - Project Organization, Personnel Experience 80 POINTS Provide information for the organization of the Project staff that will be used to successfully deliver these Projects. Define the key personnel of each team, and how the team will be managed, the decision-making process, and the qualifications of the key personnel. At minimum, include the following:

A. Project Organization – Provide an organization chart that defines the Project management and staffing plan: key personnel for the entire team, both the contractor and the architect, and their consultants, for the preconstruction and construction phases of the Projects and include: 1. A narrative of how the staff will function during each of the respective phases and any

personnel change for the two phases. 2. Each position within the Project organization and the role and responsibilities of the

individuals. 3. Provide a listing of all anticipated project staffing. As part of this listing provide a line

item breakdown matrix of the anticipated hours each staff member will contribute, based on the identified projects, and the total hours for each category of services as listed on the fee proposal form. The total of all staff hours for each category of services shall equal the assumed hours on the fee proposal form. Highlight the three staff members from each category of services listed on the fee proposal form with the highest number of proposed hours.

B. Personnel Experience – provide résumés demonstrating the qualifications of the key personnel defined on the organization chart for this Project, and omitting personal information such as home address, phone and e-mail address. Key personnel are defined as, but not limited to the following; GC and AE President/Vice President/Principal In-Charge, GC and AE Project Manager, Project Planner, Project Engineer, Construction



Project Manager, GC and AE Design Phase Project Manager, General Superintendent, Construction Superintendent, Field Superintendent, Field Engineer, Safety Manager, and Quality Manager. Résumés shall include but not be limited to: 1. Experience on Projects of similar size, scope, complexity and budget. 2. Experience with alternative Project delivery methods where collaboration during the

design phase with the Architect is demonstrated. 3. Professional certifications and technical expertise. 4. Provide a matrix indicating which key personnel have worked together on previous

projects, and list the project information including owner contact information.

C. In-House Capabilities – Identify those trades and specialty licenses held by the company and describe how they benefit these Projects.

D. For each individual, indicate the length of employment with the GC and AE firms.

Tab 2 - Project Approach 60 POINTS Provide your firm’s approach and work plan for the design and preconstruction phase and for the construction phase of the Project. Indicate a clear understanding of the objectives of this Contract and include at a minimum: A. Design and Preconstruction Phase Services

Provide a narrative describing your firm’s approach to be used for this phase and include: 1. The approach to review and develop the design and construction documents with the

Trustees and the Proposer’s design Architect, 2. Your process to confirm the Project budget is sufficient to construct the Project.

Describe how design target budgets will be established and monitored. 3. How the Proposer will participate in: scope definition; design; design review;

constructability review; estimating; value engineering; scheduling and phasing; construction methods; materials; equipment and systems; recommendation of alternative materials and/or methods to meet the intent of the Trustees and Architect’s design, and maximize Project budget.

5. The process for developing bid packages to define distinct trade packages and provide a competitive bid environment with logical scopes of work.

6. Provide a quality control plan for this phase and include the following at minimum: a. Process to identify constructability issues. b. Process for reviewing the coordination of building system design, and

coordination of tolerances in trade contractors work. 7. Describe your process for prequalifying trade contractors based on a point system so

that the highest scoring trade contractors will be included in the bidding pool. 8. Describe which trades are candidates for design-assist or design-build on these

Projects.

B. Construction Phase Services Provide a narrative describing your firm’s approach to be used for this phase and include the following at minimum: 1. Administration of the schedule to verify that all trade contractors are performing

expeditiously, in an economical manner and provide problem resolution. 2. Preconstruction conferences to verify that the trade contractors are familiar with the

scope of work and process required for the coordination of inspections, field testing, shop drawing approval, and submittal approval as related to their scope of work.

3. Provide a Quality Control plan for this phase and include the following: a. The process and key personnel that will be tasked with the review and

coordination of all submittals/shop drawings prior to submitting to the Trustees for review.



b. The process and key personnel that will be tasked with assessing the craftsmanship/workmanship by all trades and verify that all materials installed are per the approved submittals and shop drawings.

c. The process that will link the constructability, value engineering and cost control management processes from the design and preconstruction phase to the construction phase for a seamless flow from design to construction between the trades and as coordinated by the Proposer.

Tab 3- Project Schedule and Plan 50 POINTS Provide an outline schedule illustrating how the Proposer intends to manage a typical Design/Build Project that includes the following at minimum: A. A critical path Project schedule that integrates critical design, preconstruction and

construction activities.

B. Illustrate an understanding of this Contract and CSU processes, required Project approvals, and durations for design reviews.

The Project Schedule and Plan shall show the Proposer understands the overall process and sequencing of activities starting at the beginning of design and preconstruction through the end of construction. These activities may include such items as: scope review and determination; design and contract documents; estimating; Seismic Review Board and Mechanical Review Board recommendations; bidding, lump sum submittal; and construction.

Tab 4-Bonus Points for DVBE Incentive 3 POINTS The Proposer shall achieve three percent (3%) DVBE participation in its construction phase agreement. The Trustees shall assign up to three bonus points for the DVBE incentive if the proposer stipulates that they shall realize certain DVBE participation during the construction phase. If Proposer stipulates 6.0% or better, Trustees will award three bonus points; 5.0%-5.99%, two bonus points, 4.0-4.99%, one bonus point. During construction the Proposer shall submit documentation of the DVBE percentage participation to the Trustees for review and approval. If by the end of construction the Proposer does not realize the DVBE percentage identified in their technical proposal, the Trustees shall assess a penalty and deduct it from the construction phase agreement Amount. See Rider A-Scope of Work for more information.

Tab 5 – Exceptions/Clarifications 0 POINTS Proposer must list any exceptions or clarifications to the RFP on an item-by-item basis and cross-reference them with the RFP document. If there are no exceptions or clarifications, the Proposer must expressly state that no exceptions or clarifications are taken.

Separate Submittal- Fee Proposal Form and Breakdown 80 POINTS Proposer shall submit the contents described in RFP 10.01 as part of the Fee Proposal, not the Technical Proposal.

Total Maximum Technical Points 343 TOTAL POSSIBLE POINTS

10.00 – FEE PROPOSAL REQUIREMENTS 10.01 Requirements for the evaluation of the Fee Proposal

For evaluation purposes, Proposers shall enter into the Fee Proposal Form: the averages of the Proposer’s and AE’s preconstruction and construction staff hourly rates with the highest proposed number of hours as described below; construction phase Overhead and Profit percentages for DB and CM projects; and Proposer’s fee for assembly of subcontractor bidding pool, as detailed in Rider A. The Trustees have assigned 80 points to the Fee Proposal Breakdown and Form, the cost component of this RFP.

The Trustees do not intend that the Proposer’s architectural, consultant, preconstruction and construction hours as proposed herein reflect the actual volume of services to be awarded as part of this Contract. The



number of hours identified herein is used only for Trustees’ evaluation of Proposer’s rates and fee structure; no minimum volume of preconstruction or construction services are implied or guaranteed. 1. Provide a schedule of hourly rates that expands on the information submitted in Tab 1, item A-3, to

include the total billable hourly rates for every staff member. • Highlight the three staff in each category with the highest proposed number of hours, to be used for

the purposes of the fee proposal. • Provide an average of those three hourly rates to be entered into the fee proposal form. The average

rates will be multiplied by the assumed hours for each category to give the total evaluation fee in dollars to be entered into the fee proposal form.

• The proposed hourly rates must indicate a reasonable spread of rates relative to the responsibilities for each position. Failure to provide a schedule of hourly rates that reflects actual costs relative to responsibilities may render a proposer non-responsive.

2. Provide a markup applied to the basic hourly wages actually paid (or equivalent for salaried employees) to arrive at the billable hourly rates entered on the Fee Proposal Form for each category of services. Enter this markup into the Fee Proposal Form. • These markups are not a part of the evaluation. • The markup multiplier shall include all fringes, taxes, and insurance that go into a fully burdened,

billable rate. • The markups are subject to verification by audit against actual payroll. It is understood that there

may be variations between employers within the consultants category.

3. Provide a lump sum fee on the Fee Proposal form for the assembly of the prequalified trade contractor bidding pool.

4. Provide a total percentage of Direct Construction Cost for Construction Phase Overhead and Profit (OH&P) for each delivery type and project size.

10.02 Contents of Fee Proposal Submittal The Proposer shall provide a fee proposal package as part of the selection process. The fee proposal package submitted shall contain the following documents: 1. Fee Proposal Breakdown (RFP 10.01) including Table of Staffing Hours and Costs 2. Fee Proposal Form (Use form included in RFP) 3. Certification (Form #702.03) 4. Noncollusion Declaration (Form #701.05) 5. Small Business Preference and Certification Request (Form #701.09) 6. Certification of Appropriate License and California Company (Form #701.08) 7. Bid Proposal Form Signature Page (Form #701.06)

10.03 Fee Proposal Format The Fee Proposal form includes tables similar to the following. Refer to RFP 13.01, Classification of Project Costs (Table A) and 13.02, Design Fee Allocation Matrix (Table B), for a description of preconstruction and construction phase costs in each category of fees listed herein. In the event of an inconsistency in the math on the Fee Proposal form, the individual fee percentages shall govern over the fee in dollars, and the fee in dollars shall be recalculated. All math on the Fee Proposal Form will be checked by the University before award.

http://www.calstate.edu/cpdc/cm/forms/bid/bd_certification.doc

http://www.calstate.edu/cpdc/cm/forms/bid/bd_noncollusion_declaration.doc

http://www.calstate.edu/cpdc/cm/forms/bid/bd_small_business_preference.doc

http://www.calstate.edu/cpdc/cm/forms/bid/bd_certificate_of_appropriate_license_ca_co.doc

http://www.calstate.edu/cpdc/cm/forms/bid/bd_bid_proposal_form_signature_page.doc



Fee Evaluation Worksheet

Fees Average of 3 staff

rates with highest # of hours 1

Total Evaluation Fee in Dollars2

Markup – Multiplier3

A Architectural Services Average Fee * 2500 hours $0.00 $0.00 0.00

B Consultants Services Average Fee * 2500 hours $0.00 $0.00 0.00

C Preconstruction Services Average Fee * 1000 hours $0.00 $0.00 0.00

D Construction Phase Site Management Average Fee * 4000 hours $0.00 $0.00 0.00

E Total of OH&P Fees from OH&P Calculation Worksheet NA $0.00 N/A

F Fee for Assembly of Initial Subcontractor Bidding Pool N/A $0.00 N/A

Total Fees (A + B + C + D + E + F) $0.00

Notes: 1. Proposer to enter the average of the three (3) staff billable rates with the highest number of proposed

hours from the fee proposal. All rates shall include the Markup-Multiplier, described in Note 3 below. 2. The Total Evaluation Fee for each category shall be the average staff rate multiplied by the assumed

evaluation hours for each category. 3. The Proposer shall enter a number for the Markup-Multiplier which shall be multiplied by the base pay

for each staff person to determine the fully burdened / billable rate. The Markup-Multiplier will not be used as part of the evaluation, but is subject to audit as described in the RFP, and will be used to determine the billable rate of any future staff not listed in the RFP.

OH&P Calculation Worksheet

Overhead and Profit Proposed % Fee 1

Direct Construction

Cost 2

Total Fee in Dollars 3

1 CM / OH&P - Project < or = $1,000K 0.0% $ $

2 CM / OH&P - Project > $1,000K or = $2,500K $ $

3 CM / OH&P – Project > $2,500K or = $5,000K $ $

4 DB / OH&P - Project < or = $1,000K $ $

5 DB / OH&P - Project > $1,000K or = $2,500K $ $

6 DB / OH&P – Project > $2,500K or = $5,000K $ $

Total Fees (Enter total of Lines 1+2+3+4+5+6 in Fee Evaluation Worksheet – Row E) $

Is Proposer claiming the Small Business Preference? (circle one) Yes No (If Proposer circles ‘Yes’ and submits the Small Business Preference Form No. 701.09, Trustees will grant a bid preference of 5% of the Total Fees in row directly above, up to $50,000.)

Notes: 1. Proposer to enter proposed fee for each delivery type and project size. Proposed % Fee will be used for

each project in the MEA to determine actual OH&P fee. 2. Campus to enter assumed total for direct construction cost for each delivery type and project size. Total

of all direct construction cost categories shall not exceed $16,000,000.00. This is for evaluation purposes only and shall not be assumed to be indicative of actual volume in any category.



3. Proposer to multiply Proposed Fee by the Direct Construction Cost and enter the total evaluation fee for each category of delivery type and project size.

Fees will be scored in direct relation to their variance from the lowest fee based on the average fee. The lowest Total Fee will receive the maximum score of 80 points. For example:

Proposed Total

Fee in $

Variation from Lowest Fee= Proposed Fee $-Lowest Fee $

% Variation = Variation from Lowest Fee $/Average Total Fee $

Points to deduct from

80 points Fee Score

$1,500,000 $1.5M-$1.1M=$.4M $.4M / $1.3M=30% 80 x 30%=24 80-24 = 56

$1,300,000 $1.3M-$1.1M=$.2M $.2M / $1.3M=15% 80 x 15%=12 80-12 = 68

$1,100,000 $1.1M-$1.1M=$0M $0M / $1.3M=0% 80 x 0%=0 80-0 = 80

Sample calculation: Average total fee = ($1.5M + $1.3M + $1.1M)/3 = $1.3M

11.00 – PROJECT AWARD AND COMMENCEMENT 11.01 Award The Trustees will award a Task Order-Construction Agreement for Multiple Projects MEA to the highest

scoring Proposer. This Proposer will be informed in a timely manner and should be prepared to commence work immediately following execution of the MEA and receipt of the Notice to Proceed for the MEA. Failure to execute the agreement within the timeframe identified in the Project Schedule shall be sufficient cause for voiding the award. Failure to comply with other requirements within the set time shall constitute failure to execute the agreement. In the event contract award is unsuccessful with the first selected Proposer, the Trustees may award a contract to the second highest scoring Proposer.

11.02 Design and Preconstruction Services Fee The Task Order for design and preconstruction services under the MEA shall be the lump sum not-to-exceed

maximum amount as detailed herein. It is subject to adjustment for cause as allowed herein and agreed to in advance by the Trustees. It is not subject to adjustment due solely to inflation or costs over or under the Budgeted Direct Construction Costs.

11.03 Construction Agreement The construction agreement contract amounts shall be the Lump Sum, which is the sum of the Actual Direct Construction Cost as bid, plus the Contractor’s proposed site management fee as agreed upon by the Trustees for each project, the Contractor’s contingency, and the Contractor’s overhead and profit as proposed in the RFP. Contractor shall provide 100% payment and performance bonds in the full awarded contract amount for each construction award.

11.04 Contractor Site Management Fee The Contractor site management fee shall be the lump sum amount as proposed and accepted by the Trustees

for each Construction Agreement. It is subject to adjustment for cause as allowed, and agreed to in advance by the Trustees. It is not subject to adjustment due solely to inflation or cost over or under the Budgeted Direct Construction Cost, as amended.

11.05 Contractor Contingency The Contractor contingency shall be the percentage indicated on the Contingency Schedule and as negotiated for the Construction Agreement times the Actual Direct Construction Cost shown on the construction agreement.

11.06 Contractor Overhead and Profit If the Actual Direct Construction Cost portion of the Lump Sum is greater than or equal to the Project

Budgeted Direct Construction Cost, as amended, the Contractors OH&P shall be the proposed percentage for OH&P applied to the Project Budgeted Direct Construction Cost, as amended. If the Contractors Actual Direct Construction Cost portion of the Lump Sum is less than the Project Budgeted Direct Construction Cost, The Contractor’s overhead and profit shall be the proposed percentage for OH&P applied to the Actual Direct Construction Cost.



12.00 – MISCELLANEOUS 12.01 Non-Binding

This RFP and/or the interview process shall in no way be deemed to create a binding contract or agreement of any kind between the Trustees and the Proposers.

12.02 Irregularities The Trustees reserve the right to reject any or all proposals, to cancel the Project, to alter the selection process in any way, to postpone the selection process for its own convenience at any time, and to waive any defects in the RFP.

12.03 Rejection of Proposal The Trustees may reject any or all proposals and may waive any immaterial deviation in a proposal. The Trustees’ waiver of an immaterial defect shall in no way modify the RFP documents or excuse the Proposer from full compliance with the specifications if awarded the contract.

12.04 Disposition of the Proposals Proposals become the property of the Trustees. The information contained in all proposals shall be held confidential to the extent permitted by law, except that the Total Fee Percentage, separately submitted as part of the Fee Proposal Package of each proposal, shall be publicly opened and read after the Total Quality Points have been tabulated and published. Proposals will become public upon execution of the Contract between the Trustees and the successful Proposer. All materials, ideas, and formats submitted in response to this RFP will become the property of the Trustees upon receipt and may be returned only at the Trustees’ option.

12.05 Cancellation While it is the intent of the Trustees to award to the successful Proposer, this solicitation does not obligate the Trustees to enter into an agreement for design and preconstruction services or the construction contract. The Trustees reserve the right to cancel this RFP at any time, in the best interest of the Trustees. No obligation, either expressed or implied, exists on the part of the Trustees to make an award or to pay any costs incurred in the preparation or submission of a proposal in response to this RFP.

Continue onto next page.



This page is intentionally left blank.

Continue on to RFP 13.00 – Classification of Project Costs and Design Fee Allocation Matrix



13.00 – CLASSIFICATION OF PROJECT COSTS AND DESIGN FEE ALLOCATION MATRIX

13.01 – CLASSIFICATION OF PROJECT COSTS (Table A) — Page 1 of 4

In the following, Table A, the Trustees indicate the appropriate category for preconstruction and construction phase costs and fees.

TABLE A

Project Jobsite Staff

Direct Cost of Work

Preconstruction & Construction

Phase Svcs

Overhead & Profit

Paid by Owner

1 Project Manager X 2 Project Superintendent X

3A Project Engineer X 3B Architect’s Staff X 3C Architect’s consultants’ staff X 4 Scheduling Engineer X 5 Field Engineer X 6 Drafting & Detailing X 7 As-Built drawings and specifications X 8 Field Accountant X 9 Time Keeper X

10 Secretarial X 11 Clerk/ Typist X 12 Independent Surveyor X 13 Job Assigned Safety &. E.E.O. Officer X 14 Jobsite Laborer & Runner X 15 Fringe Benefits for Staff X 16 Vacation Time for Staff X 17 Sick Leave for Staff X 18 Subsistence for Staff X 19 Bonuses for Staff X

Cost of the Work

1 Wages of Construction Labor X 2 Labor Fringe Benefits & Burden X 3 Subcontract Costs X 4 Material X 5 Equipment X 6 Small Tools – Purchase X 7 Small Tools – Rental X 8 Warranty Work & Coordination X 9 Protection of installed work X

10 Corrective Work damaged by Contractor or his subs, unless covered by insurance X

11 Corrective Work Non-Conforming with Specs X



13.01 – CLASSIFICATION OF PROJECT COSTS (TABLE A) — Page 2 of 4

Job Site Temporary Facilities

Direct Cost of Work


Phase Svcs Overhead & Profit

Paid by Owner

1 Contractor Office Trailers X 2 Office Trailers - Inspectors / Owners X 3 Storage Trailer & Tool Shed X 4 Office Furniture & Equipment X 5 Copy machine & Printer X 6 Postage/UPS/FedEx X 7 Project Photographs X 8 Temporary Toilets X 9 Project Sign X

10 Scaffolding X 11 Temporary Fencing & Enclosures X 12 Covered Walkways X 13 Barricades X 14 Temporary Stairs X 15 Opening Protection X 16 Safety Railing & Nets X 17 Drinking Water/Cooler/Cup X 18 Safety/First Aid Supplies X 19 Fire Fighting Equipment X 20 Security Guards X 21 Watchman Service (Day or Night) X

General Requirements Temporary Utilities And Cleaning

1 Telephone Installation X 2 Telephone Monthly Charges X 3 Electric Power Installation X 4 Electric Power Dist. Wiring X

5 Construction Electric Power Monthly Charges / Allowance X

6 Construction Water Service – Installation X

7 Construction Water Service - Monthly Costs / Allowance X

8 Heating & Cooling Costs X 9 Light Bulbs & Misc. Supplies X

10 Periodic Job Site Clean-Up X 11 Final Clean X 12 Dump Permits & Fees X 13 Trash Removal & Hauling X 14 Flagman & Traffic Control X 15 Dust Control X 16 SWPP Installation & Maintenance X 17 SWPP Inspection X 18 Temporary Road Construction X 19 Temporary Road Maintenance X 20 Trash Chute & Hopper X




Indirect and Miscellaneous Costs

Direct Cost of Work



Paid by Owner

1 Bond premium for Contractor’s bonds X

2 Insurance premium for Contractor. See Contract General Conditions. X

3 Bond premium for trade contractor bonds / Allowance X

4 Insurance premium for trade contractors. See Contract General Conditions. X

5 Premium for Builders Risk Insurance for major capital outlay projects (Owner provided.) X

6 Premium for Builders Risk Insurance for minor capital outlay projects (If Contractor provides.) X

7 Insurance deductible by Contractor or trade contractor X

8 Printing plans and specifications X 9 Initial Soils Investigation X 10 Testing and Inspection X 11 Maintenance after occupancy X

12 Facility operator training by Contractor or trade contractor X

13 Fees- Plan Check X 14 Fees- Building Permit X 15 Fees- Sidewalk Permit X 16 Fees- Water Connection Permit X 17 Fees- Water Meter X 18 Fees- Sanitary Sewer X 19 Fees- Storm Drain X 20 Fees- Gas Service X 21 Fees- Power Service X 22 Fees- Curb & Gutter permit X 23 Fees- Sign X 24 Elevator Inspection and Permits X

25 Fees, assessments, licenses, inspections required for Construction X

26 Business Licenses and Fees X




Hoisting

Direct Cost of Work



Paid by Owner

1 Hoist & Tower Rental X 2 Hoist Landing & Fronts X 3 Hoist Operator X 4 Hoist Material Skips/ Hoppers X 5 Erect & Dismantle Cranes and Hoists X 6 Crane Rental X 7 Crane Operators X 8 Crane Raising/ Jumping Costs X 9 Temporary Elevator Rental X 10 Elevator Operation Costs X 11 Cage Rider at Elevator X 12 Forklift Rental X 13 Forklift Operator X 14 Safety Inspections X 15 Fuel, Repairs, Maintenance, Service X

Main Office

1 Corporate Executives X 2 Principal in Charge X 3 Operation Manager X 4 Project Executive X 5 Estimating X 6 Value Engineering X 7 Scheduling X 8 Drafting and Detailing X 9 Purchasing & Writing Contracts X

10 Accounting & Bookkeeping X 11 Safety & E.E.O Officer X 12 Secretarial X 13 Clerk/Typist X 14 Computer/Data Processing X 15 Legal - General and Pertaining to Project X 16 Travel & Subsistence X 17 Fringe Benefits & Burden X 18 Vacation Time/Main Office X 19 Bonuses/Main Office X

End of RFP 13.01, Table A

Continue onto RFP 13.02, Table B on next page,



13.02 – DESIGN FEE ALLOCATION MATRIX (Table B) — Page 1 of 2 Table “B” shall be used for design build projects only. In the following Table B, the Trustees indicate the appropriate cost category for certain design fees. Fees not listed are to be included in Contractor’s proposal.

Item

Design Element

Include in

Proposal

Include in Direct Cost

Owner Allowance

Paid by Owner

1 Architectural X 2 Structural X 3 Mechanical X 4 Electrical X 5 Plumbing X 6 Data and Tel-com design and coordination X 7 Data and Tel-com Equipment Selection X 8 AV Design (Conference Rooms) X 9 Interior Design X

10 Not Used 11 Lighting (for scope not completed per appendix) X 12 Code Analysis X 13 Not Used 14 Distributed Antenna System and Two Way

Communications design and rough-in coordination.

X 15 Distributed Antenna System and Two Way

Communications system design and installation

X 16 Fire Protection X 17 Fire Alarm X 18 Security - Access Control/CCTV X 19 Curtain Wall Systems NA 20 Pre-Engineered Pipe Systems X 21 Seismic Bracing X 22 Pre-Engineered Products X 23 Manufacturer's Proprietary Eng X

24

Modular workstation conceptual design and move coordination – by PhaseSix (see Appendix 9)

X

25

Steelcase modular workstation final Design, installation documents, and specifications.

X

26

Elevator Design Coordination and engineering (see appendix for elevator design completed)

X

27 Landscape & Irrigation X

28 IT termination at workstations (port assignments by CSU)

X

29 FFE Design Coordination X 30 FFE Selection X 31 Energy Modeling (Title 24) X 32 BMS Controls X



13.02 – DESIGN FEE ALLOCATION MATRIX (Table B) — Page 2 of 2

Item

Design Element Include

in Proposal


Owner Allowance

Paid by Owner

34 OFOI Equipment X 35 Commissioning Agent - Enhanced for LEED X 36 Commissioning Coordination X 37 Foundation Structural Design NA

38 Dewatering System Engineering X 40 Not Used 41 Not Used

End of RFP 13.02, Table B

End of Request for Proposals

II-HR3

FEE PROPOSAL FORM FOR

TASK ORDER-CONSTRUCTION AGREEMENT FOR MULTIPLE PROJECTS—MASTER ENABLING AGREEMENT

Construction Mgmt. Page 1 of 3 pages 700.05.TO-CA.HR • 2/17

BID SOLICITATION NUMBER {#}

{CAMPUS} {Campus Street Address}

{City, State Zip}

To the Trustees of the California State University, on behalf of the State of California (hereinafter called the Trustees): The undersigned Proposer hereby offers to furnish design-build or construction manager services with lump sum pricing under the Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement (TO-CA MEA). For each project awarded under the TO-CA MEA, the selected Proposer may provide design and preconstruction phase services and all labor, materials, tools, equipment, apparatus, facilities, transportation, and permits for the construction, in accordance with all the requirements of the Request for Proposals, and hereby agrees to enter into contract for the work described in the Request for Proposals if this proposal is accepted by the Trustees. The Not to Exceed Budget for this TO-CA MEA is ${Insert campus number not to exceed $20,000,000}.

Direct Construction Cost Budget for DB Projects = ${Campus insert Budget number} Direct Construction Cost Budget for CM Projects = ${Campus insert Budget number}

Proposers shall complete the information in the following tables: Fee Evaluation Worksheet and OH&P Calculation Worksheet. Reference Request for Proposals (RFP), Section 13, Table A-Classification of Project Costs for a description of construction phase costs in each category of fees.

The Proposal Fee amounts are to be stated in figures only and are representative of the amounts proposed for the Contract Work. The Total Fees and Project Budgets indicated herein are for proposal and award purposes only, and are not indicative of the actual awards or contract value. Any alteration, erasure, or change must be clearly indicated and initialed by the proposer. In the event of any error in the Fee Proposal, the proposed fees, or percentage for the OH&P, will prevail and the math for the evaluation fee in dollars recalculated. All math on the Fee Proposal Form will be checked by the University before award.

The proposer agrees that the fees as proposed herein and as part of the RFP will be for the duration of the contract, and extension if awarded, as described in the Request for Proposals.

Fee Evaluation Worksheet

Fees Average of 3 staff rates

with highest # of hours 1 Total Evaluation Fee

in Dollars2 Markup – Multiplier3

A Architectural Services Average Fee * 2500 hours $ $

B Consultants Services Average Fee * 2500 hours $ $

C Preconstruction Services Average Fee * 1000 hours $ $

D Construction Phase Site Management Average Fee * 4000 hours $ $

E Total OH&P Fees from OH&P Calculation Worksheet on next page NA $ N/A

F Fee for Assembly of Initial Subcontractor Bidding Pool N/A $ N/A

Total Fees (A + B + C + D + E + F) $

Fee Proposal Form for Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement <Campus Name> <Bid Solicitation No.> Page 2 of 3 pages

Notes for Fee Evaluation Worksheet: 1. Proposer to enter the average of the 3 staff billable rates with the highest number of proposed hours from the fee

proposal. All rates shall include the Markup-Multiplier. 2. The Total Evaluation Fee for each category shall be the average staff rate multiplied by the assumed evaluation

hours for each category. 3. Proposer shall enter a number for the Markup-Multiplier which shall be multiplied by the base pay for each staff

person to determine the fully burdened/billable rate. The Markup-Multiplier will not be used as part of the evaluation, but is subject to audit as described in the RFP, and will be used to determine the billable rate of any future staff not listed in the RFP.

Overhead & Profit (OH&P) Calculation Worksheet

Overhead and Profit Proposed %

Fee 1

(to 2 decimal places)

Direct Construction Cost Budget2

(entered by Campus)

Total Evaluation Fee in Dollars 3

(=Proposed % Fee * Direct Construction

Cost Budget)

1 CM / OH&P - Project < or = $1,000K % $ $ 2 CM / OH&P - Project > $1,000K or = $2,500K % $ $ 3 CM / OH&P – Project > $2,500K or = $5,000K % $ $ 4 DB / OH&P - Project < or = $1,000K % $ $ 5 DB / OH&P - Project > $1,000K or = $2,500K % $ $ 6 DB / OH&P – Project > $2,500K or = $5,000K % $ $

Total OH&P Fees (Enter total of Lines 1+2+3+4+5+6 here, and in Fee Evaluation Worksheet – Row E) $

Is Proposer claiming the Small Business Preference? (check one below) ☐ Yes ☐ No

(If Proposer checks ‘Yes’ and submits the Small Business Preference Form No. 701.09, Trustees will grant a bid preference of 5% of the Total Fees in row directly above, up to $50,000.)

Notes for OH&P Calculation Worksheet: 1. Proposer to enter Proposed % Fee for each category of delivery type and project size. Proposed % Fee will be

used for each project in the MEA to determine actual OH&P fee.

2. Campus to enter assumed total for Direct Construction Cost Budget for each category of delivery type and project size in the Direct Construction Cost Budget column, lines, 1-6. The total of all Direct Construction Cost Budget categories shall equal {Campus insert total of the total Direct Construction Cost Budgets (DB + CM) on page 1 of this form, not to exceed $16,000,000.00}. This is for evaluation purposes only and shall not be assumed to be indicative of actual volume in any category.

3. Proposer to multiply Proposed % Fee by the Direct Construction Cost Budget and enter the product, the Total Evaluation Fee in Dollars, for each category of delivery type and project size.

In the event of an inconsistency in the math on the Fee Proposal form, the individual fee percentages shall govern over the fee in dollars, and the fee in dollars shall be recalculated. All math on the Fee Proposal Form will be checked by the University before award.

Fees will be scored in direct relation to their variance from the lowest fee based on the average fee. The lowest Total Fee will receive the maximum score of 80 points. Refer to the following example.

Fee Proposal Form for Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement <Campus Name> <Bid Solicitation No.> Page 3 of 3 pages

For example:

Proposed Total

Fee in $


% Variation = Variation from Lowest Fee $/Average Total Fee $


80 points Fee Score

$1,500,000 $1.5M-$1.1M=$.4M $.4M / $1.3M=30% 80 x 30%=24 80-24 = 56

$1,300,000 $1.3M-$1.1M=$.2M $.2M / $1.3M=15% 80 x 15%=12 80-12 = 68

$1,100,000 $1.1M-$1.1M=$0M $0M / $1.3M=0% 80 x 0%=0 80-0 = 80


The construction agreement contract amounts shall be the Lump Sum, which is the sum of the Actual Direct Construction Cost as bid, plus the GC site management fee and the GC contingency as proposed by the SP/GC and agreed upon by the Trustees for each project, and the GC overhead and profit as proposed in the RFP. GC shall provide 100% payment and performance bonds in the full awarded contract amount for each construction award.

The Trustees reserve the right to reject any and all proposals and to waive any irregularities.

ACKNOWLEDGE EACH ADDENDUM RECEIVED

The proposal is subject to the provisions contained in the Contract General Conditions and the RFP, and the proposer agrees that failure to comply with the conditions thereof shall be basis for rejection of this bid.

The Trustees require the successful proposer to achieve three percent (3%) DVBE participation in contracting construction projects as established in the Request for Proposals. {University shall describe the DVBE incentive herein} Once the selected Proposer begins the competitive bidding selection of the Trade Contractors, the selected Proposer shall contact the Trustees' DVBE Advocate at {telephone no., e-mail address}. If awarded incentive points for exceeding the maximum three (3) percent participation, and selected Proposer fails to achieve the incentive amount of participation penalty will be assessed as described in the Request for Proposals.

The bid must be submitted on this Fee Proposal Form, completely filled out, and with the Staffing Rate Proposal included, and in a sealed envelope provided by the Trustees, and delivered to {place of bid opening}, at {Campus}, before {time} on {date}, or it will be disregarded. Only bids from prequalified contractors with a current {type} license will be accepted.

Bidder’s security is NOT required for the preconstruction phase of this project. However, for the construction phase portion of the project, 100% performance and payment bonds will be required (see the Contract General Conditions).

End of Fee Proposal Form

[Hourly Rate]

Construction Mgmt.701.01.TO-CA.HR - 2/17

1 Company 1 205 $1,300,000 NS 12.00% $156,000.00 5% $5,963 $150,038 $30,788 23.1% 18.48 61.52 266.52 3

2 Company 2 220 $1,295,000 SB 10.00% $129,500.00 5% $5,963 $123,538 $4,288 3.2% 2.57 77.43 297.43 2

3 Company 3 185 $1,325,000 N/A 9.00% $119,250.00 0% $0 $119,250 $0 0.0% 0.00 80.00 265.00 4

4 Company 4 235 $1,275,000 N/A 11.00% $140,250.00 0% $0 $140,250 $21,000 15.8% 12.61 67.39 302.39 1Lowest Adjusted Total Fee in $ $119,250

Average Adjusted Total Fee in $ $133,269Maximum Possible Fee Score 80

Maximum Possible Technical Score 263Maximum Possible Final Score 343

In signing below, I certify that this is a true calculation of the technical proposal scores and fee proposal scores.

Recorder: Name, Title, Signature Date Announcer: Name, Title, Signature Date

DVBE Participation is scored in Technical Proposal.

Yellow cells are the SCORES. Scores below zero are shown as zero.ENTER DATA into orange cells. (Delete sample data shown.)Blue & yellow fields are calculated.

Notes for Recorder/Announcer:

Fee Score(= Maximum

Possible Fee score

- Pts to Deduct from Max. Poss. Fee Score)

Rank (Proposer

with highest Total

Score is selected)

Variation from Lowest Fee

(= Adjusted Total Fee in $

- Lowest Fee)

Proposed Total Fee in $

(enter Total Fees from Fee Proposal

Calculation Worksheet)

Adjusted Total Fee in $

(= OH&P Total Fee in $

- SB Preference)

% Variation (= Variation from Lowest

Fee/ Average Fee)

Points to Deduct from

Maximum Possible

Fee Score(= % Variation

* Maximum Possible Fee

Score)

OH&P Total Fee in $

(enter OH&P Total Fees from

OH&P Calculation Worksheet)

OH&P Total Fee in %

(enter OH&P Total Fee % from OH&P


Total Score

(= Technical Proposal

Scoreplus Fee Score)

Claiming Small

Business Preference

(enter SB (Small

Bus.), NS (Non-Small

Bus.), or N/A)

Small Business

Preference(enter 5% if requesting

preference or 0% if no

preference requested)

Small Business

Preference (= 5% of

lowest OH&P Total Fee in $, NTE $50,000)

Fee Proposal Opening: December 13, 2016 at 2:00 p.m.

Proposer Name

Technical Proposal

Score(Maximum

= 263)

Line

CampusAddress

Phone: ; Fax: ; E-Mail:

TASK ORDER-CONSTRUCTION AGREEMENT FOR MULTIPLE PROJECTS MASTER ENABLING AGREEMENT

ABSTRACT OF FEE PROPOSALSREQUEST FOR PROPOSALS {Bid Solicitation #}

II-HR4

SERVICE PROVIDER SERVICE AGREEMENT f3-18-16 TRUSTEES (ORIGINATOR)

Task Order-Construction Agreement—Master Enabling Agreement [Hourly Rate] Revised February, 2017

Task Order-Construction Agreement for Multiple Projects— Master Enabling Agreement This AGREEMENT is made and entered into this this [Day] day of [Month], [Year], pursuant to the Public

Contract Code 10700, et seq., by and between the Trustees of the California State University on behalf of Campus, hereafter referred to as Trustees, Agreement No.: Amendment No.: CSU Vendor ID No.:

California State University Lorem Ipsum 123456 123456 123456 and Service Provider, hereafter referred to as Service Provider.

CSLB License No.: DIR Public Wks Reg No.: Ipsum Lorem Service Provider, Inc.

123456 123456

WITNESSETH: That the Service Provider in consideration of the statements and conditions herein contained, agrees to furnish labor, materials, and equipment and to perform work necessary to complete, in a skillful manner, the following: 1) The Service Provider shall provide the services described in the Request for Proposals for the Task Order-Construction

Agreement for Multiple Projects — Master Enabling Agreement, consisting of [number (#)] pages, which by this reference is incorporated herein and made part of this Agreement for projects located at above-named Campus.

2) The Service Provider shall provide such services as more fully described in the following Riders and Exhibits, which by this reference are incorporated herein and made part of this Agreement:

Rider A Agreement General Provisions, consisting of four (4) pages; Rider B Scope of Work, consisting of [Number] pages; Exhibit A Service Provider’s Proposed Rate Schedule in response to Request for Proposals for this Agreement consisting of [Number] pages.

3) The term shall begin once University Counsel has fully executed this Agreement, and shall end two years thereafter. Work elements started during the term shall continue to their completion and acceptance by the Trustees.

4) The Service Provider shall not perform services in excess of the Agreement as authorized by individual Task Order without prior written authorization to proceed from the Trustees’ Representative.

5) Service Provider shall report to [Name of Project Administrator]. The Trustees may designate an alternate contact for administration of individual Task Orders.

6) The basic services amount to be expended under this Agreement shall not exceed [Twenty Million Dollars ($20,000,000.00)]. Issuance of Task Orders is not guaranteed, and the maximum cumulative contract amount budgeted for services may not be achieved. Payment shall be made in accordance with Riders A and B, and Exhibit A.

Trustees of the California State University Service Provider Campus

California State University Lorem Ipsum Firm Name

Ipsum Lorem Service Provider, Inc. By (Trustees’ Authorized Signature) By (Authorized Signature)

Printed Name and Title of Person Signing John Smith, Campus Representative

Printed Name and Title of Person Signing Jack Smith, Service Provider Authorized Signatory

Address of Campus Project Administrator 99999 Lorem Ipsum Drive, Ipsum, CA 99999

Address of Service Provider 11111 Ipsum Lorem Drive, Lorem CA 11111

SCO Acct Data: N/A

Fund *

Sub Fund *

Agency *

Yr. *

Ref/Item *

Category *

Program *

Element *

Component *

Chapter *

Fiscal Yr. *

Legal Ref. *

Fund Name N/A

PS Account *

PS Fund *

PS Dept. ID *

PS Program *

PS Class *

PS Project/Grant *

Amount Encumbered N/A

I hereby certify upon my personal knowledge that budgeted funds are available for the period and purpose of the expenditures stated above.*

Amount of Increase N/A

*Trustees’ Accounting Officer will certify funding for each Task Order and Construction Agreement.

Signature of Trustees’ Accounting Officer Amount of Decrease

N/A I hereby certify that I have examined the written Agreement and find the same to be in accordance with the requirements of California State University Contract Law. FRAMROZE M. VIRJEE, General Counsel

Total Amount Encumbered N/A

By Trustees’ Attorney [Name]

Date This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same Agreement. The exchange of copies of this Agreement by electronic mail in “portable document format” (“.PDF”) form or by other similar electronic means shall constitute effective execution and delivery of this Agreement and shall have the same effect as copies executed and delivered with original signatures.

Service Agreement Rev. 3-18-2016

Agreement/Amendment No. [Insert] [Insert Name of Service Provider]

Rider A - Agreement General Provisions

1. Service Provider Relationship. Service Provider, in the performance of this Agreement, is an independent contractor and is not an employee, agent, or officer of the Trustees.

2. Payments. a. Trustees agree to pay for the services and materials to be furnished by Service Provider as provided by

this Agreement. Payment in arrears shall be made upon Service Provider’s completion of the services required by this Agreement to the satisfaction of the Trustees and upon Service Provider’s submission of billings as shall be prescribed by the Trustees.

b. Trustees shall make payment to Service Provider in accordance with the schedule of payments below. As all of the phases described below may not exist on a simplified Project, the Trustees’ may approve condensed multiple payments into one phase, as appropriate and reflective of the actual Scope of Work. End of Schematic Design Phase, 20% of the task order amount End of Preliminary Design, 20% of the task order amount End of Construction Documents, 50% of the task order amount End of Trade Contractor Bidding Phase and

Agreement on lump sum price or GMP, 10% of the task order amount.

3. Services. Trustees may issue a written order with respect to the services to be performed under this Agreement at any time before the completion of the services. Trustees shall pay Service Provider an amount for such services as provided in this Agreement, or if not so provided, Trustees shall pay Service Provider a reasonable amount, which shall be agreed upon by the parties.

4. Service Provider shall not utilize any information, not a matter of public record, which is received by reason of this Agreement, for pecuniary gain not contemplated by the terms of this Agreement, regardless of whether Service Provider is or is not under contract at the time such gain is realized (Education Code Section 89006).

5. Ownership. The report, survey, or other product developed by Service Provider pursuant to this Agreement is the property of Trustees, and shall not be disseminated to others by Service Provider unless authorized by Trustees.

6. Termination for Convenience. Trustees may terminate this Agreement upon a three (3) business-day advance written notice to Service Provider. In the event of such termination, Service Provider shall be paid only for the work satisfactorily completed.

7. Termination for Cause. Trustees may terminate this Agreement for cause should Service Provider fail to perform as herein provided. In the event of such termination, Trustees shall be relieved of the obligation to make any payment to Service Provider and Trustees may proceed by other means with the work in any manner the Trustees deem proper.

8. Indemnification. The Service Provider agrees to hold harmless, defend, and indemnify the State of California, the Trustees of the California State University, the University, and the officers, employees representatives, and agents of each of them from any and all claims, damages, losses, causes of action and demands, and all costs and expenses incurred in connection therewith, including, but not limited to, attorneys’ fees and costs resulting from or in any manner arising out of or in connection with any negligent act or omission or willful misconduct on the part of the Service Provider, its officers, agents, and employees, in the performance of this Agreement. This provision shall survive the expiration or termination of this Agreement.

9. Insurance Provisions. The Service Provider shall not commence work until the Trustees have received evidence of the insurance required in this section and approved it. Service Provider shall obtain the following policies and coverage. The insurance furnished by the Service Provider under this section shall provide coverage in amounts not less than the following, unless a different amount is stated in Exhibit A, Scope of Work Description:


Rider A - Page 2 of 4


a. Comprehensive or Commercial Form General Liability Insurance: On an occurrence basis, cover work done or to be done by or on behalf of the Service Provider and shall provide insurance coverage for bodily injury, personal injury, property damage, and contractual liability. The aggregate limit shall apply separately to the work. Limits of Liability: $2,000,000 General Aggregate $1,000,000 Each Claim - combined single limit for bodily injury and property damage.

b. Business Automobile Liability Insurance: On an occurrence basis, cover owned, scheduled, hired, and non-owned automobiles used by or on behalf of the Service Provider and shall provide insurance coverage for bodily injury, property damage, and contractual liability. Use Insurance Service Office (ISO) Form Number CA 0001 covering any automobile. Limits of Liability: $1,000,000 Each Accident - combined single limit for bodily injury and property damage.

c. Workers’ Compensation Insurance: This insurance shall include Employers Liability limits of $1,000,000 and other limits required under California law.

d. Professional Liability Insurance: Professional liability (errors and omissions) insurance on an occurrence basis is preferred, covering work done or to be done by or on behalf of the Service Provider and providing insurance for professional liability in the amount of $1,000,000 each occurrence. The Service Provider shall obtain and maintain professional liability insurance on a claims-made basis for no less than $1,000,000 each claim and $2,000,000 annual aggregate, and certification of coverage shall be submitted to the Trustees upon signing of this Agreement. If the total contract amount exceeds $1,000,000 the Service Provider shall renew and keep such insurance in effect for at least ten (10) years after the recordation of the notice of completion.

Insurers shall be authorized in the State of California to transact insurance and shall hold a current A.M. Best’s rating of no less than A: VII or alternatively a carrier acceptable to the Trustees. Verification of coverage shall be provided as follows: a. The Service Provider shall submit to the Trustees copies of certificates of insurance and endorsements

to the policies of insurance required by the Agreement as evidence of the insurance coverage. b. The scope of coverage shall be shown on the certificate of insurance. c. The Service Provider shall provide written notice of cancellation of coverage within thirty (30) days to

the Trustees. d. The Service Provider shall notify the Trustees in writing of any material change in insurance coverage. e. Renewal certifications shall be timely filed by the Service Provider for coverage until the work is accepted

as complete. Insurance policies except for Workers Compensation and Professional Liability insurance shall contain, or be endorsed to contain, the following provisions: a. For the general and automobile liability policies, the State of California, the Trustees of the California

State University, the University, their officers, employees, representatives, volunteers, and agents shall be covered as additional insureds.

b. For claims related to the work, the Service Provider’s insurance coverage shall be primary insurance as respects the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents. Insurance or self-insurance maintained by the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents shall be in excess of the Service Provider’s insurance and shall not contribute with it.

c. The State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents shall not by reason of their inclusion as additional insureds incur liability to the insurance carriers for payment of premiums for such insurance.




Additional Insurance Provisions a. Any deductible under any policy of insurance required in this section shall be the Service Provider‘s

liability. b. Acceptance of certificates of insurance by the Trustees shall not limit the Service Provider’s liability

under the Agreement. c. The Service Provider’s obligations to obtain and maintain required insurance are non-delegable duties

under this Agreement. 10. Personal Eligibility Certification. If the Service Provider is a natural person, the Service Provider certifies by

signing this Agreement that s/he is a citizen or national of the United States or otherwise qualified to receive public benefits under the Personal Responsibility and Work Opportunity Reconciliation Act of 1996 (P.L. 104- 193; 110 STAT. 2105, 2268-69), State of California Governor’s Executive Order W-135-96. Corporate Eligibility Certification. If the Service Provider is a corporation, the Service Provider certifies and declares by signing this Agreement that it is eligible to contract with the State of California pursuant to the California Taxpayer and Shareholder Protection Act of 2003 (Public Contract Code Section 10286, et seq.).

11. Nondiscrimination. In the performance of this Agreement the Service Provider and its consultants shall not deny the Agreement’s benefits nor shall they discriminate unlawfully against any person on the basis of religion, color, ethnic group identification, sex, actual or perceived gender identity, age, physical or mental disability, medical condition, marital status, or age (over 40). Additionally, the Service Provider and its consultants shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination as well.

a. Service Provider shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12900, et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Sections 7285.0, et seq.), and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Government Code Sections 11135-11139.5).

b. Service Provider shall permit access by representatives of the California Department of Fair Employment and Housing and the Trustees upon reasonable notice at times during normal business hours with at least 24 hours’ notice, to its books, records, accounts, other sources of information, and its facilities as the Department or Trustees shall require to ascertain compliance with this Agreement.

c. Service Provider and its consultants/subcontractors shall give written notice of their obligations under

this Agreement to labor organizations with which they have a collective bargaining or other agreement.

d. Service Provider shall include the nondiscrimination and compliance provisions of this Agreement in subcontracts to perform work under the Agreement (Government Code Sections 12990, 11135, et seq., Title 2, California Code of Regulations, Section 11105)

12. Drug Free Workplace Certification. The Service Provider hereby certifies compliance with Government Code Sections 8355, 8356, and 8357 in matters relating to providing a drug-free workplace. In accordance with Government Code Section 8355, the Service Provider shall: a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation,

possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations;

b. Establish a Drug-Free Awareness Program to inform employees about all of the following: 1. The dangers of drug abuse in the workplace, 2. The Service Provider’s policy of maintaining a drug-free workplace, 3. Any available counseling, rehabilitation, and employee assistance programs, and 4. Penalties that may be imposed upon employees for drug abuse violations;

c. Require that each employee engaged in the performance of the Agreement be given a copy of the statement required by subpart A, and require that each employee, as a condition of employment on the Agreement, agree to abide by the terms of the statement.




13. Disabled Veteran Business Enterprise. Responsive to direction from the State Legislature (Public Contract Code Section 10115, et seq.), the Trustees are seeking to increase the statewide participation of disabled veteran business enterprises in contract awards. To this end, Service Provider shall inform the Trustees of any contractual arrangements with consultants or suppliers that are certified disabled veteran business enterprises.

14. Assignment. Service Provider shall not assign benefits or delegate duties under this Agreement in whole or in part, nor assign any moneys due or to become due hereunder without the written consent of Trustees.

15. Successors. The provisions of this Agreement shall extend to and be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns to the parties hereto.

16. Notice. Notice for either party may be served by delivering it in writing to the party or by depositing it in a U.S. mail deposit box with postage fully prepaid addressed as shown within the information block of the Agreement page. Nothing herein shall preclude the giving of notice by personal service.

17. Audit. If the Agreement exceeds $10,000, the contracting parties shall be subject to the examination and audit of the State Auditor of the State of California and the California State University Auditor for a period of three years after final payment under the Agreement. This examination and audit shall be confined to those matters connected with the performance of this Agreement, including, but not limited to, the cost of administering this Agreement (Government Code Section 8546.7).

18. DIR Registration. In accordance with Labor Code Section 1720, et seq., the Service Provider shall register with the Department of Industrial Relations (DIR) for this project and pay at least the prevailing wages on services/work aspects where a prevailing wage applies. Such services and/or work aspects include, but are not limited to, the Service Provider or its sub-consultant’s provision of geotechnical studies, potholing involving digging, site surveying and/or construction IOR services as defined by the DIR.

19. Agreement Changes. Alteration or variation of the terms of this Agreement shall not be valid unless made in writing and signed and dated by the parties. Oral representations, understandings, or writings not expressly incorporated in the Agreement are void. Unless identified within Exhibit A, Scope of Work under a separate sub-heading entitled ‘Modifications to Agreement’, it is the intent of the Trustees to use the standard published form of this Agreement and Rider A without modification. The Agreement and Rider A shall not be modified without review and concurrence by CSU Office of General Counsel.

-End of Rider A-

Note to Campuses: be sure to provide information where needed Agreement No. <Agreemt #> (see red brackets in headers, check total page no. in footer, and section 2.1.). <Legal Name of Service Provider>


Rider B – Scope of Work

1.0 Task Order- Construction Agreement for Multiple Projects—Master Enabling Agreement 1.1 General The Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement (TO-CA MEA) uses

both a Design-Build project delivery method, under which the Design-Builder contracts directly with the design professional, and/or as required, a Construction Manager project delivery method, under which the Trustees contract directly with the design professionals (AE). The University will specify in each Task Order Request whether the Project delivery method is Design-Build or Construction Manager.

1.2 Contract Documents by Delivery Method The Contract General Conditions differ based on the delivery method; following are the two project delivery methods and the respective versions of the Contract General Conditionsand Supplementary General Conditions. A. Design-Build Projects:

1. Contract General Conditions for Collaborative Design-Build Major Projects 2. Supplementary General Conditions to Contract General Conditions for Collaborative Design-Build Major

Projects (for use with TO-CA MEA only) 3. If the University specifies in a Task Order Request that a Project’s delivery shall be Design-Build , delete

and replace all references to “Service Provider”, or “Contractor” in all task orders and construction agreements with “Design-Builder”.

B. Construction Manager Projects: 1. Contract General Conditions for Construction Manager at Risk with Guaranteed Maximum Price Projects 2. Supplementary General Conditions to Contract General Conditions for Construction Manager at Risk with

Guaranteed Maximum Price Projects (for use with TO-CA MEA only) 3. For Construction Manager projects, the preconstruction and construction contract documents shall be

further modified as follows: a. The Architect and/or Design Consultants (AE) under contract to the Service Provider shall not be used

for that project, except as specified in the Task Order. The Architect or specialty consultants under contract to the Trustees will be responsible for the design of the project, as specified in the Task Order Request.

b. Where specified in the Contract Documents for the Service Provider to: (1) Collaborate and work with the Trustees on design, constructability, schedule, estimates, and

incorporation of Trustees’ input, the Service Provider shall do so, collaborating with the Trustees and the Trustees’ AE.

(2) Manage the Services Provider’s team; it shall be understood that the CM shall manage the preconstruction and construction process and collaborate with the Trustees and the Trustees’ AE to deliver a successful project.

(3) Develop the design and construction documents; or perform the technical design of the Project, and correct design errors, i.e. elements shown and/or designed incorrectly; or shall be responsible for interpretation of design issues, it shall be understood that these responsibilities shall be performed by the AE under contract to the Trustees with collaboration by the Service Provider to provide all other specified functions.

(4) Revise the Service Provider and Contractor Warranty and Eligible Uses of Contingency in all places to a Construction Manager Warranty by eliminating the following provision and its associated responsibilities: “Design Errors, work elements or components shown and/or designed incorrectly” which shall become the responsibility of the Trustees and the Trustees’ AE.

c. If the University specifies in a Task Order Request that a Project’ delivery shall be Construction Manager, delete and replace all references to “Service Provider”, or “Contractor” or “Design-Builder” in all task orders and construction agreements and replace with “Construction Manager”.

All Task Order services not specifically identified herein will vary based on delivery method and shall remain the responsibility of the Service Provider and Contractor.

Task Order-Construction Agreement for Multiple Projects Master Enabling Agreement Rider B, Scope of Work Agreement No. <Agreemt #> <Legal Name of Service Provider >


1.3 Post TO-CA MEA Award Requirements After Trustees award the TO-CA MEA, and prior to bidding the first Project, the Service Provider shall assemble

a team of subcontractors as follows: A. The Service Provider shall advertise each Project, or type of projects the trades required for each Project, and

the prequalification and bonding requirements for each trade. B. Service Provider shall prequalify all potential subcontractors for all required trades based on a point system,

and include the highest scoring subcontractors in the bidding pool for subsequent projects, as agreed upon by the Service Provider and Trustees. Minimum subcontractor prequalification criteria are contained in the Trustees’ trade prequalification documents at http://www.calstate.edu/cpdc/cm/task-order-construction-agreement-for-multiple-projects.shtml.

C. Service Provider may advertise and prequalify additional subcontractors and add them to the bidding pool as required for subsequent projects.

D. If Service Provider desires to self-perform any portion(s) of the work, it must competitively bid against the other selected subcontractor(s) during the project bid phase.

E. Once Service Provider lists trade contractors for a Project, the provisions of the Subletting and Subcontracting Fair Practices Act contained in Public Contract Code sections 4100 et seq. would apply to any proposed substitution of trade contractors/subcontractors.

1.4 Task Order Documents A. Task Order Request.

The Trustees will initiate each project by issuing a Task Order Request. The services requested on each Task Order Request may vary depending on the Project and the Trustees’ needs. The Task Order Request shall contain the following: 1. Design narrative description for a Minor Project (total Project budget of $<insert current minor cap limit>

or less). 2. Design criteria documents for a Major Project (total Project budget of $<insert current major cap limit> or

more). 3. Project Budget (not to exceed $5,000,000 in total Project costs). 4. Project Schedule including preconstruction and construction milestone dates. 5. The determination of the Project delivery as Design-Build or Construction Manager. 6. Detailed description of the required preconstruction and design services for the Project.

B. Task Order Proposal. After meeting with the Trustees to further define Project scope and preconstruction services, the Service Provider shall submit a Task Order Proposal to the Trustees, which shall contain: 1. Service Provider’s proposed design phase fees, negotiated lump sum, or hourly, based on the RFP proposed

rates and the Task Order Request description of services. 2. Service Provider’s proposed preconstruction services fees, negotiated lump sum, or hourly, based on

proposed rates and the Task Order Request description of services. 3. Proposed milestone project schedule including preconstruction and construction phases. 4. Service Provider’s description of project scope if there is any variance from the Task Order Request. 5. Proposed project budget updated to reflect proposed scope and the Service Provider’s opinion of cost. 6. Service Provider shall not receive added mark-up on its consulting AE fees. If the Trustees find the Service Provider’s Task Order Proposal acceptable, a Task Order will be executed for design and preconstruction services for that project.

C. Task Order. Service Provider will perform the design and preconstruction services as detailed by the Trustees in the Task Order. Service Provider shall: 1. Meet with Trustees to collaborate on design and to document project scope as the design develops.



Task Order-Construction Agreement for Multiple Projects Master Enabling Agreement

Rider B, Scope of Work Agreement No. <Agreemt #>

<Legal Name of Service Provider>


2. Provide estimates as required during the design phase to update the budget and keep the Trustees informed about expected construction costs.

3. Meet with the Trustees to assure budget and schedule parameters are met. 4. Provide constructability input as required to conform to the TO-CA MEA requirements. Manage the Service

Provider team to assure that all appropriate input, including that from the Trustees, is incorporated into the Construction Documents.

5. Assess the site to assure that all necessary site surveys and investigations have been performed to mitigate potential unforeseen site conditions.

6. Perform pursuant to Contract warranty requirements. For a Design-Build Task Order, the Construction Agreements will be Design-Build to the extent that

change orders will be limited to unforeseen site conditions and Trustees or Regulatory Agency changes, as specified in the Contract General Conditions.

For a Construction Manager Task Order, the warranty requirement, “Design Errors, work elements or components shown and/or designed incorrectly”, will be removed from the warranty, and all costs related to design errors shall be the Trustees, as it is the AE’s responsibility.

7. Upon completion of the Construction Documents and regulatory plan checks, coordinate and obtain the building permit from the Trustees, and from other agencies as required.

1.5 Bidding Trades—Lump Sum Construction Proposal/Construction Agreement/Project Completion A. Bidding Trades—Lump Sum Construction Proposal

After the Trustees provide the Service Provider a Project approval to bid, the Service Provider will bid the Project to the previously prequalified pool of subcontractors and award to the lowest bidders, as agreed upon by the Trustees. Following the determination of low bid subcontrators, the Service Provider will submit a Lump Sum Construction Proposal, and if acceptable, the Trustees will issue a Construction Agreement for the work and proceed to construction. The Lump Sum Construction Proposal is based on the following, and these shall be detailed in the subsequent Construction Agreement: 1. Low bid lump sum prices for all trade contractor bids. 2. Service Provider Lump sum site management fee based on proposed hourly rates and as approved by

Trustees. 3. Service Provider’s proposed level of DVBE participation. 4. Service Provider Lump Sum OH&P based on the proposed percentage of Direct Construction Cost as

proposed in the RFP. 5. Service Provider and/or Trustees’ Allowances as required, and as approved by the Trustees. 6. Contingency as specified in the Contingency Schedule, and approved by the Trustees. 7. Project specific, 100% payment and performance bonds. In the event that the Trustees elect not to proceed with the Construction Agreement for the Project, the Service Provider will still earn preconstruction fees for that Project.

B. Construction Agreement The Service Provider shall sign the Project Construction Agreement and return it, along with the required insurance and bonds to the Trustees within ten (10) calendar days of written intent to accept the Lump Sum Construction Proposal. No agreement shall be binding upon the Trustees until it has been executed by the Proposer and the Trustees and approved by the Trustees’ attorney appointed according to law and authorized to represent the Trustees (Public Contract Code section 10820). If the Trustees and the Service Provider do not agree upon a Lump Sum, the Trustees will not award the Project Construction Agreement to the Service Provider. In that event, the Trustees may award the construction phase through other means which could include going out to public bidding or may take other recourse which could include canceling the Project or a portion of it.

C. Project Completion. When each Project is completed the Trustees will certify completion and file a Notice of Completion with the County Recorder.



2.0 General Requirements During the term of the TO-CA MEA, the Trustees may issue individual Task Orders for the provision of preconstruction and/or professional services, and Construction Agreements for the construction of various projects on campus per the scope of services as described herein.

2.1 General Scope of Work <Insert: general scope of work for Minor projects, and specific scope of work for any Major projects.>

2.2 Task Orders The University shall develop a Task Order in consultation with the Service Provider, and in response to the Task

Order Request. Once the University and Service Provider agree to scope and fee, the University shall present a Task Order to the Service Provider for signature.

Service Provider shall not commence performance of services prior to receipt of a fully executed Task Order and Notice to Proceed.

2.3 Standard Forms Standard forms and documents provided by the Trustees shall be used in providing services required by this

Agreement including, but not limited to invoices for services, and various construction management forms as may be required. Reference the Request for Proposals and CSU’s website, Sample Forms.

2.4 Extra Services Extra services require preauthorization, in writing, by the Trustees. When extra services are pre-authorized,

they shall be provided by Service Provider and paid for by the Trustees as provided in Riders A and B, and the individual Task Order. Although the TO-CA MEA allows for the provision of extra services, the Trustees will usually issue additional Task Orders for extra services.

2.5 Compensation B. The TO-CA MEA identifies the maximum cumulative amount that may be authorized for Preconstruction

Services. Individual Task Orders may be issued for any amount up to the balance available under this Agreement. Each Task Order shall identify the Service Provider’s fee for professional or preconstruction services to be rendered to the University. The University shall authorize work for each Task Order either on a lump sum or progress payment basis.

C. When hourly charges are to be used, they shall be as specified in the Rate Schedule as proposed in response to the RFP (Exhibit A, Service Provider’s Proposed Rate Schedule).

2.6 Reimbursable Expenses Unless otherwise stated in the Task Order, in addition to the Service Provider’s fees for services, the Trustees

will reimburse certain Project-related expenditures. Service Provicer’s claims for reimbursable expenses shall reflect actual expenditures without a mark-up made by Service Provider, its employees, or its consultants working on the Project. The Service Provider shall document claims by providing appropriate billing and supporting receipts. Unless otherwise stated within an individual Task Order, the Trustees will pay reimbursable expenses as follows: A. Travel and Mileage:

Service Provider’s travel from its office to the Project site or to the CSU Chancellor's Office are not reimbursable. When pre-authorized in writing by the Trustees, other travel expenses in connection with the services provided in the Task Order shall be reimbursable. Travel reimbursement shall be limited to the amounts that would be authorized for employees of the California State University at the time of travel as specified in the CSU Travel Procedures and Regulations. University will provide Service Provider this document upon request.

B. Reprographics as Deliverables: Reproduction of drawings, specifications, calculations, cost estimates, program analysis, photos, renderings, plots or similar reproductive instruments presented by the Service Provider as a deliverable to the Trustees is reimbursable.

http://www.calstate.edu/cpdc/cm/forms/#construction





C. Reprographics for Development of Deliverables: Reproduction for internal use by Service Provider and its consultants is not reimbursable.

D. Incidental Items: Incidental office supplies, letter postage, telephone calls, facsimile transmissions, computer use charges and similar attendant expenses are not reimbursable.

E. Reprographics for Plan Check Review: Reproduction of documents for submittals to review agencies (Division of the State Architect, plan checking firm, State Fire Marshal, etc.) is reimbursable.

F. Reprographics for Bidding: Reproduction of construction documents for bidding when pre-approved in writing by the campus project administrator is reimbursable. The Trustees encourage Service Provider to distribute bid documents electronically.

G. Package Delivery/Courier Services: Express package deliveries (USPS, FedEx, UPS or similar carriers) and judicious use of courier services for design deliverables to campus, plan review agencies, clarifications to Contractor inquiries (shop drawings, RFI responses), or similar actions to facilitate timely responses during the construction phase are reimbursable when pre-approved by the campus project administrator.

2.7 Construction Documents/Plans and Specifications Construction Documents/Plans and Specifications provided under this agreement for construction projects shall

be complete and accurate and shall give such direction as will enable any competent builder to carry them out (Public Contract Code section 10720).

2.8 Ownership and Use Of Documents A. Service Provider agrees that designs, drawings, specifications, electronic equivalents and other technical data

produced in the performance of this Agreement shall become the property of the Trustees. The Trustees grant Service Provider the right to reuse aspects (i.e. details and design elements) of the design developed for this Project in other designs for other future projects including those with other clients.

B. Service Provider agrees that the Trustees shall have access at reasonable times to inspect and make copies of notes, designs, drawings, specifications, electronic files, calculations and other technical data pertaining to the work performed under this Agreement.

C. Use of Documents The Trustees retain the right to utilize documents prepared under this Agreement regardless of whether the Agreement is terminated or the project is suspended or abandoned. The Trustees may use these documents in the future for the same project, a modified version of it, or for one that is similar.

D. Reuse of Documents The Trustees’ reuse of the documents on another project without the approval of Service Provider relieves the Service Provider of liability resulting from their use.

3.0 Preconstruction Phase Services 3.1 A. Services During Preconstruction Phase During the preconstruction phase the Service Provider shall:

• perform the services that are required by the Task Order, and • work closely with the Trustees to bring best value to the Project, as defined by the Trustees. All preconstruction phase services are more fully described in the following sections. Service Provider shall only provide services required by each Task Order.

B. Preconstruction Agreement The Service Provider will be required to sign a Task Order with the Trustees to perform design and/or preconstruction services. The University will identify the amount of the Task Order agreement. A sample



preconstruction services Task Order is included in the RFP Appendices. The Service Provider will sign and return the Task Order, along with the required submittals, to the Trustees within fourteen (14) calendar days of Trustees’ issuance of Task Order for signature. No Task Order shall be binding upon the Trustees until it has been executed by the Service Provider and the Trustees The Service Provider shall provide Preconstruction Phase insurance coverage in accordance with the Agreement General Provisions, Rider A.

3.2 Design A. Life Cycle Cost. Service Provider shall develop and review the design and construction documents, taking into account the

quality of the materials and equipment, to ensure the most efficient design and minimum life cycle cost. The Service Provider shall evaluate Life Cycle Cost and Value options including, but not limited to: building envelope, HVAC, and lighting. Service Provider shall develop/update and submit a Life Cycle Cost Analysis as a part of each design submittal if required by the Service Order.

B. Quality Building. Service Provider shall provide information, estimates, schemes, and make recommendations regarding construction materials, methods, systems, phasing, schedules, and costs, and shall participate in design decisions to provide the highest quality building within the budget and schedule.

C. Regulatory Approvals. Service Provider shall monitor all regulatory approvals required during the design phase.

D. Technical Design. The Service Provider shall perform the technical design of the Project, and correct design errors, i.e. elements shown and/or designed incorrectly. The Service Provider shall be responsible for the technical design, and for interpretation of design issues. These responsibilities shall be performed by the AE under contract to the Service Provider, unless specified to be a CM project when the AE will be under contract to the Trustees. The Service Provider shall coordinate and cooperate with the AE to assure that the drawings are coordinated, constructible, complete, and on budget, and shall be responsible for the work as indicated in the Construction Agreement Warranty.

E. Document Development. The Service Provider shall develop documents in accordance with the scope description in the Task Order Request and the Procedure Manual for CSU Capital Projects, found online.

3.3 Cost Monitoring The Trustees require that the Service Provider monitor costs incurred for the Preconstruction Phase separately. At the request of the Trustees, the Service Provider may be required to provide a cost report supporting Preconstruction Phase costs incurred by the Service Provider. Should the Trustees determine that the Service Provider did not staff the Preconstruction Phase as represented by the Service Provider’s proposal the Trustees will be entitled to recover unsupported payments to the Service Provider.

3.4 Subcontractor Procurement The Service Provider shall recommend to the Trustees the most beneficial and appropriate method to procure the trade contractors required to construct the Project(s). Recommendations for trade contractor participation may include design-assist, design-build, competitive bids to the prequalified bidders on complete construction documents, or a combination of methods. Once the Trustees approve the recommended procurement methodology, the Service Provider shall prepare the necessary bid packages and procure the trade contractors. Service Provider shall structure trade contractor bid proposals to allow for independent design phase participation, and subsequent construction phase participation if a Construction Agreement is awarded to the Service Provider. Service Provider shall include all design-assist and/or design-build trade contractor participation as part of the Task Order Proposal. The Task Order Proposal shall include all preconstruction costs for the proposed design-assist or design-build trade contractors.

3.5 Project Phasing


http://www.calstate.edu/cpdc/ae/pro-serv-agree/documents/Procedure_Manual.pdf





The Trustees may benefit from dividing the Project(s) construction into phasing components. Examples of possible phasing components are: demolition, hazardous material abatement, relocation of underground utilities, site preparation, separated buildings, interior finishes of shelled space, parking lots, and landscape. During design phase, the Service Provider shall identify and propose phasing components to the Trustees, . The Trustees are not obligated to accept proposed phasing components or revise specified Project phases.

3.6 Project Phasing Documents Upon Trustees’ acceptance of the Service Provider-recommended construction phasing components, the Trustees will direct the Service Provider to provide documents to facilitate construction of the Project in accordance with the accepted phases, and the Service Provider will include the phases in the Lump Sum Construction Proposal submission to the Trustees indicating separate pricing, schedule, liquidated damages, and other conditions for each phase to allow each phase to be initiated, completed, and accepted in accordance with the Contract General Conditions. The Trustees may adjust the Service Provider Construction Phase Services-Site Management Fee based on the impact of accepted construction phases.

3.7 Proposed Project Schedule The Trustees may change the Proposed Project Schedule for construction during the design phase. The Service Provider is encouraged to suggest ways to save time or cost by phasing, re-sequencing the construction phase, or changing the construction durations. The Trustees will identify the schedule commitments in the Task Orders and Construction Agreements (if awarded). The Trustees may authorize construction components prior to acceptance of the Lump Sum Construction Proposal for construction of the entire Project.

3.8 Scheduling Service Provider shall develop the initial Project Schedule. Service Provider shall provide a Project Schedule during the Preconstruction Phase at each of the design milestones representing all tasks necessary to complete the Project within the Project durations as indicated in the Task Order. The Service Provider shall include the following in the schedule as appropriate: tasks by all parties, regulatory and Trustees’ approvals, Board of Trustees meeting dates (if required), sufficient periods of time for document review, campus activities affecting the Project, significant milestones, training, consultant selection, phasing, bidding, Notice to Proceed, construction duration and activities, occupancy milestone, commissioning, and an allowance for weather losses. The Service Provider shall update the schedule as necessary to reflect the current schedule and recent Project developments. Service Provider shall monitor all regulatory approvals required during the design and construction phase. The Service Provider shall develop the construction portion of the Project Schedule in sufficient detail to be used in trade contractor bidding. This schedule shall be reviewed with the University at all project meetings and updated by Service Provider at each submittal.

3.9 Identify Potential Risk Factors The Service Provider shall identify schedule or other Project risks, which are conditions or events that could negatively affect the Project scope, quality, schedule or cost. The Service Provider shall present the risk analysis in a risk matrix format when significant risks become apparent. Service Provider shall evaluate the risk to include severity of impact, probability of occurrence, and other factors as Service Provider deems appropriate and recommend ways to manage or mitigate each risk.

3.10 Schedule Risks Review The Service Provider shall review the Proposed Project Schedule, and notify the Trustees of potential schedule risks in the risk matrix. If warranted, Service Provider shall recommend modifications to the schedule that would expedite the Project Schedule based on normal production rates.

3.11 CEQA Mitigation Monitoring Mitigation Monitoring and Reporting Programs (MMRP), which are included in CEQA documentation if required in the RFP Appendices, provide a description of required mitigation measures associated with the Project(s). The Service Provider shall implement mitigation measures identified in the MMRP and/or in the Task Order Request. In addition, during the design phase of project(s), the Service Provider shall identify in the Project Schedule the specific timing related to the planning and implementing of these mitigation measures.



3.12 Constructability Review The Service Provider shall check the construction documents for design errors, completeness, coordination, ambiguities, and ability to bid, and make recommendations to the Trustees’ Representative. Service Provider shall perform constructability reviews continuously and issue constructability reports and comments at: 100% Schematic; 100% Design Development; and 95% Construction Documents, or as documented in the Task Order. Service Provider shall perform during the design and preconstruction services phases cognizant of the design-build warranty requirements in the Construction Agreement.

3.13 Cost Control Management As an initial task, the Service Provider shall review the Budgeted Direct Construction Cost and determine if it is sufficient to construct the Project. The Service Provider shall prepare a cost estimate and evaluate the estimate against the construction budget and recommend, if necessary, the appropriate action to avoid potential cost overruns. The Service Provider shall establish target values for the cost of each Project element to be used as a basis of design and cost monitoring. The Service Provider shall monitor the budget as compared to the Project scope through the preconstruction phase. If changes are suggested to the Project scope that may cause Project cost overruns Service Provider shall notify the Trustees in writing as part of the regular Project development meetings. If the estimate is above the Project budget, the Service Provider shall participate in value engineering to lower the Project cost to within the budget, and recommend the appropriate action to avoid potential cost overruns.

3.14 Construction Cost Estimates A. Form and Timing

The Service Provider shall provide full and complete estimates of the total construction cost of the Project, and summarize cost information in a CPDC form 2-7 format, as detailed in the Task Order. These estimates may occur at: 1. 100% Schematic Design. 2. 100% Preliminary Design. 3. 50% and 95% Construction Documents.

B. Contents Each cost estimate shall: 1. Be in a format acceptable to the Trustees (Uniformat, CSI or similar) as detailed in the Task Order. 2. Reflect the best professional estimate of actual costs anticipated. 3. Establish internal estimating allowances, consistent with good professional practice, appropriate to the

phase of development. Larger allowances are assumed held at early phases gradually diminishing to zero at completion of final cost estimate. Do not include a discrete line-item allowance for ‘contingency.’

4. Provide a line item adjustment for inflation to the bid date as appropriate to the project delivery schedule. Trustees’ authorization for Service Provider to proceed with the next step in the design process is contingent on the acceptance of the building cost estimates as compared to the Trustees’ Construction Budget. Refer to the design “Procedure Manual for CSU Capital Projects” (RFP–Appendices) for a description of the design documents at each phase.

3.15 Project Savings Project savings identified during design as part of the Service Provider value engineering process are owned by the Trustees. It is one of the collaborative responsibilities of the Service Provider to look for ways of reducing Project construction costs. Proposed cost reductions shall not reduce the Project program requirements, reduce quality of materials or craftsmanship, increase life-cycle costs, negatively affect the architectural aesthetics or design intent, or adversely affect the Project completion.

3.16 Design Phase Investigation Work Service Provider shall access the type, quantity, and quality of the available information describing existing site conditions. If Service Provider requires additional information in order to develop complete Project scopes, the





Service Provider shall make recommendations to the Trustees regarding supplemental site surveys. If the Trustees deem it necessary to investigate conditions at the Project site or have Project incidental construction work performed during the design phase of the Project, the Trustees will issue a limited scope Construction Agreement to the Service Provider, per the Contract General Conditions.

3.17 Develop Trade Contractor Bid Packages The Service Provider shall determine the number and make-up of the trade contractor bid packages, produce the Bid Packages, and obtain Trustees’ review and approval of the proposed trade contractor bid documents and trade contractor agreements. Reference section 3.4 of this Rider B. A. The Bid Packages shall incorporate the Service Provider’s subcontract agreement requirements, any Project

specific requirements such as site access and phasing, and the relevant sections of the Trustees’ bidding requirements and Contract General Conditions requirements such as DVBE, Small Business, assignment clauses, the Subletting and Subcontracting Fair Practices Act (PCC section 4100 et seq.), and Division One.

B. The Service Provider shall develop the most logical, competitive, seamless and distinct trade contractor bid packages with all scopes of work included in the packages. Include bid alternatives, as appropriate, (deductive or additive) in each trade contractor bid package to enable full utilization of the Project budget. Include the current Trustees’ Service Provider MEA Contract General Conditions in trade contractor bid packages. If required by the Task Order, the Service Provider shall develop Supplementary General Conditions (with the Trustees’ participation and subsequent approval) and include any special conditions in Division One, that address the trade contracts, schedule for trade contracts, and the responsibilities of all parties under the TO-CA MEA procurement method, where the Service Provider bids the Project elements and enters into contracts with the trade contractors. Include in the trade contractor bid packages that portion or subset of the initial Project Schedule that applies to that trade.

3.18 Contract General Conditions For the Construction Agreement, the Trustees will require the Service Provider to use the current, appropriate version of the Contract General Conditions in effect at the time the Service Provider solicits trade bids, or in effect at the time the Construction Agreement is issued.

3.19 Prequalify Trade Contractors The Service Provider shall prequalify its trade contractors (mechanical, electrical, plumbing and trades where the estimated cost of the trade work is greater than five percent (5%) of the Construction Budget) utilizing the CSU Trade Contractor Prequalification document (RFP-Appendices) or similar, and include any additional prequalification processes required by the Service Provider. Service Provider shall prequalify subcontractors using a point system for scoring the prequalification questionnaires, making the highest scoring subcontractors eligible to bid the subsequent TO-CA MEA projects. Once this process is completed, the Service Provider shall provide a list of prequalified trade contractors to the Trustees.

3.20 Minimum Bidding Pools The Service Provider shall obtain a minimum of three qualified trade contractor bids for each trade bid package, and solicit bids from the all of the members of each trade bid pool for the projects under the TO-CA MEA. If after soliciting bids from the trade bid pool for a specific project, Service Provider receives less than three bids, the Trustees may agree to the bids, or require Service Provider to obtain additional bids. The Service Provider may solicit bids only from trade bid pools, and in a manner most appropriate to obtain competitive trade bids.

3.21 DVBE Participation and Prevailing Wage Requirement The Trustees require the Service Provider to achieve a minimum of three percent (3%) DVBE participation for each individual Construction Agreement awarded under the TO-CA MEA. If Service Provider has elected to implement the DVBE incentive then Service Provider is required to achieve the incentive amount of DVBE participation in addition to the three percent required DVBE participation for each Construction Agreement awarded under the TO-CA MEA. Final determination of DVBE participation attainment by the Service Provider shall be at the Trustees’ sole discretion.



If the Service Provider meets or exceeds the proposed DVBE participation percentage amount for the entire TO-CA MEA at any time before the expiration of the initial Contract term, the Trustees may waive the DVBE participation requirement for subsequent Construction Agreements awarded. Service Provider shall continue to satisfy the DVBE participation requirement until the Trustees waive this requirement in writing. If the Service Provider received bonus points for the DVBE incentive in the scoring of its response to the Request for Proposals and does not realize the DVBE participation percentage identified for the incentive in its technical proposal for each Construction Agreement awarded under the TO-CA MEA, the Trustees shall assess a penalty of $50,000 per one percent shortfall, prorated, and deduct it from the Contract Amount due. The Service Provider shall include prevailing wage rates that are current when the Notice to Bidders is first distributed to the trade subcontractors for bidding each Project. Apprenticeship ratios shall be tracked for the entire TO-CA MEA contract, not for each individual Construction Agreement. Prevailing wage rates are available for downloading on DIR website at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm.

3.22 Contractor Contingency The Service Provider shall include Project construction contingency in its Task Order fee proposal as indicated in the contingency schedule and as negotiated with the Trustees as part of the Task Order Request process. The Service Provider construction contingency shall be treated as an allowance. Uses of contingency shall be as approved by the Trustees, and as described in RFP 3.31. Any unused portion of the contingency shall be returned to the Trustees. Service Provider shall be responsible for any contingency overruns. The Service Provider shall not cause, or allow, the trade contractors to include any construction contingency or allowances in their bids, unless it is itemized as a Service Provider Allowance.

3.23 Bid Phase Services Once the Trustees have approved individual or multiple trade contractor bid packages, the Service Provider shall bid these packages competitively, complying with the applicable state statutes, using the current, appropriate Supplementary General Conditions and current, appropriate Contract General Conditions as agreed upon and approved by the Trustees. Bids may be in the form of lump sum, or best value for Design-Assist or Design-Build trades, as approved by the Trustees. If the Trustees and Service Provider mutually agree bid package bidding and award may be phased to accommodate project schedule.

3.24 Bid Advertisement When advertising to prequalify, assemble, and add to the TO-CA MEA bidding teams, the Service Provider shall issue a notice to bidders for the required trade bids, and in that notice provide that the Project is a public works Project, and as such is subject to prevailing rate wages in addition to Service Provider prequalification requirements. This notice may be placed electronically on the CSU CPDC website on the “PlanetBids CSU Public Solicitation Portal”. To access this web-based database, click on the link below. First the trades will need to register on these sites, and once registered, they will be able to search for projects bidding.

PlanetBids CSU Public Solicitation Portal.

3.25 Receive bids The Service Provider shall receive bids from trade contractors, and review the bids with the Trustees towards identifying the lowest responsible bidder for each trade, including alternatives for that trade. Trade bids may be normalized, and Service Provider shall review and confirm scope of work with trade contractors before the Lump Sum is submitted to the Trustees. Service Provider shall invite the Trustees’ representative to the bid openings and to participate in bid normalization.

3.26 Submittal of Project Lump Sum A. The project Budgeted Direct Construction Cost is provided in the Task Order Request project description.

The Trustees may revise the project Budgeted Direct Construction Cost during the design phase. Upon bidding the Project and receiving all trade contractors’ bids, or prior to receiving all bids as approved by the Trustees, the Service Provider shall submit to the Trustees a Lump Sum Construction Proposal for the construction of the Project.

http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm

http://psp.planetbids.com/g/81563/





B. If the Trustees accept the Service Provider’s Lump Sum Construction Proposal, the Trustees shall award a Construction Agreement to the Service Provider to construct the Project for the aggregate of the direct cost of the work, plus the Service Provider’s fee for Construction Phase Services, Contingency, and Overhead and Profit, as agreed upon, and proposed in the RFP phase. Payment and performance bonds shall be written for the full amount of the Lump Sum Construction Proposal. The Service Provider’s overhead and profit shall be the proposed percentage for overhead and profit applied to the Actual Direct Construction Cost.

3.27 Service Provider Allowances For minor trades where the Service Provider may not have received a bid, when the Service Provider is self-performing work that was not competitively bid, or when bid normalization reveals necessary work that is not included in trade bids, the Service Provider may include allowances for the work per the Contract General Conditions. Allowances should not exceed 10% of the contract amount and shall be approved by the Trustees.

3.28 Trustees’ Allowances The Trustees may insert a Trustees’ Allowance into the Lump Sum agreement, or may keep it outside of the Lump Sum, whenever they have a scope of work that is indeterminate at the time of bidding. An example of a Trustees’ Allowance would be for the Service Provider or the Trustees to purchase an unspecified quantity of an item. The Trustees are responsible for the estimate on a Trustees’ Allowance. If included in the Lump Sum agreement, the Service Provider shall return unused portions of the Trustees Allowance to the Trustees with a credit change order.

3.29 Allowance Process The Service Provider shall carry both its allowances and Trustees’ allowances as directed by the Trustees, in its Schedule of Values as part of the Construction Budget, and the Service Provider will apply its fee for Overhead and Profit to them. Allowances shall only be used for their identified specific and discrete purpose. Allowance balances may not be used to make up deficits on other line items. The Trustees shall authorize use of Allowances with a Field Instruction and/or change order. The charges against either allowance shall consist of either time-and-material or Trustees-approved lump sum direct costs from trade contractors. These direct cost items shall have trade contractor mark-up in accordance with the Contract General Conditions; however, Service Provider will not be awarded additional fees on allowances. Upon completion of an allowance item, and if the allowance has not been fully expended, the Trustees shall process a credit change order for the unused balance of the allowance plus the Service Provider’s fee. If a Trustees’ Allowance is exceeded the Trustees shall process a change order to the Construction Agreement in accordance with the Contract General Conditions to compensate the Service Provider for the overrun.

3.30 Service Provider’s Contingency The Service Provider shall be allowed a Project contingency as negotiated with the Trustees based on Project size, type and complexity, and as suggested in the contingency schedule below. This contingency shall be used to pay costs as detailed herein. The use of the Service Provider’s contingency shall require approval by the Trustees, but no reasonable use shall be disallowed. The Service Provider shall pay the trade contractors in accordance with the Contract General Conditions for additional work paid for from the Service Provider’s contingency. Service Provider will not receive overhead and profit in accordance with Contract General Conditions Article 6 for work paid for from the Service Provider’s contingency. The Service Provider shall itemize the use of the contingency and account for the contingency balance on a separate accounting accompanying the monthly payment request. Service Provider shall return the unused portion of the contingency to the Trustees less Service Provider’s percentage for overhead and profit. Contingency-eligible costs in excess of the contingency amount shall be borne by the Service Provider. The following are examples of eligible and ineligible uses of contingency and owner paid change orders.

Contingency Schedule Project Size <$250,000 <$500,000 <$1,000,000 <$2,500,000 ≤$5,000,000 DB Projects 9% 8.5% 8% 7.5% 7% CM Projects 6% 5.5% 5% 4.5% 4%



3.31 Eligible uses of Contingency: A. Design Errors, work elements or components shown and/or designed incorrectly. (DB warranty only) B. Re-work due to ambiguities or conflict in construction documents. (DB and CM warranty) C. Constructability, and coordination of construction tolerances between trade contractors. (DB and CM

warranty) D. Work shown or inferred on construction documents but missing from bid packages. (DB and CM warranty) E. Work shown or inferred in the construction documents, but not described to the extent that it is sufficient to

obtain competitive bids. (DB and CM warranty) F. Security personnel to control unexpected union picketing. (DB and CM warranty) F. Expenditures suggested by Service Provider and agreed to by Trustees for the benefit of the Project. (DB and

CM warranty)

3.32 Ineligible uses of Contingency: A. Additional Project management staff. B. Weather protection of work or materials for the benefit of subcontractors. C. Insurance co-pay (BRIP deductible co-pay) costs. D. Any item listed in Classification of Project Costs RFP Table A as Overhead & Profit or Construction Phase

Services.

3.33 Trustees’ responsibility for Change Order: A. Cost of work not shown or inferred in the construction documents. B. Trustees requested changes or additional work. C. Unforeseen site conditions if not able to be discovered with a reasonable preconstruction site investigations.

3.34 Warrant Documents The Service Provider shall warrant the construction and bid documents that the items described in this Rider B-3.31 shall be paid from and will not exceed the Service Provider construction contingency.

3.35 Liquidated Damages Liquidated Damages, as described in the Contract General Conditions, shall be a part of each Construction

Agreement. Liquidated Damages shall be as proposed by the Trustees in the Task Order Request, agreed to between the Trustees and Service Provider in the Task Order, and as documented in the Construction Agreement.

3.36 Failure to Agree on Lump Sum Contract If Trustees and Service Provider cannot agree on a Lump Sum Contract amount, or other conditions, the Trustees may terminate the preconstruction agreement and proceed with the construction phase through other means.

- End of Rider B, Scope of Work -

[Hourly Rate] Page 1 of 2 pages

Agreement No. <Agmt #> <Name of Service Provider>

Exhibit A – Rate Schedule

(Insert below all of the Service Provider’s Rate Schedule pricing from Service Provider’s response to the RFP.)

Agreement No. <Agmt #> <Name of Service Provider> Exhibit A, Page 2 of 2 pages

-End of Exhibit A-

II-HR5

NOTICE TO PROCEED (for Master Enabling Agreement)

May 9, 2017 Mr. {insert first & last name, title} Contractor Address City, ST Zip

Notice to Proceed Task Order-Construction Agreement—

Master Enabling Agreement, Contract No. {insert #} First Year Option Maximum Contract Amount: ${insert amt, NTE 10,000,000}

Campus Name Dear Mr. {insert last name}: In accordance with the provisions of the contract documents, you are hereby notified that the subject agreement will begin on {insert date}, and you are to fully complete all work within 365 consecutive calendar days in accordance with your contract end date of {insert date}. The Trustees have an option to extend this agreement a second year; should the Trustees take that option, Trustees will issue a second year option Notice to Proceed.

The Trustees will identify start and completion dates for each individual project task order and construction agreement issued pursuant to this agreement in the Notice to Proceed documents issued for each said task order and construction agreement.

The Contractor agrees to fully complete the Work authorized under each individual task order and construction agreement, in first class working order and ready for acceptance by the Trustees, on or before the date as agreed upon and specified in each project Notice to Proceed. The Contractor will pay to the Trustees the sum of money stipulated per day in the individual project construction agreement for each day completion is delayed beyond the time prescribed, in accordance with the liquidated damages provisions in the contract general conditions. Sincerely, Name Construction Administrator Department aw_notice_to_proceed_to-ca_mea.docx

Construction Mgmt. 702.16.TO-CA MEA.HR • 5/17

II-PF1

Construction Mgmt. Page 1 of 1 page 700.04.TO-CA.% 5/17

NOTICE TO CONTRACTORS




{Insert Campus address} The Board of Trustees of the California State University is requesting Statements of Qualifications (SOQ) from interested and qualified General Contractors (Respondents) to provide design-build and construction manager services with lump sum pricing for the design, preconstruction, and construction of multiple projects under a two-year master enabling agreement (MEA).

The delivery method for this contract is Task Order-Construction Agreement for Multiple Projects— Master Enabling Agreement (TO-CA MEA). The Trustees will issue two types of agreements under the TO-CA MEA—a task order for the design and preconstruction phase services and a construction agreement for the construction phase.

RFQ Submittal Due Date and Time: {insert date & time}

Trustees’ Budget for All Projects: NTE $20,000,000.00

Contractor License Requirement: B

RFQ documents are available online in the California State Contracts Register on the CAL eProcure website on or after {insert date}. Respondents shall register and log in to download the RFQ documents {or insert PlanetBids and URL as appropriate, and include necessary information to access}. If you have problems viewing this website, contact {insert CSU point of contact name and e-mail} for assistance.

Respondents must be prequalified with the Trustees one day prior to the SOQ due date, or Trustees will not consider the Respondents’ SOQ submissions. All Respondents shall submit their prequalification applications online no less than ten (10) business days prior to the SOQ submittal due date above. To apply, go to http://www.calstate.edu/cpdc/cm/contractor_prequal_bidders.shtml, and click on PlanetBids to register and log in. Each Respondent’s prequalification rating for the TO-CA MEA shall be greater than $20,000,000.

The Trustees require three percent Disabled Veteran Business Enterprise participation in all contracts. {University shall describe the DVBE incentive herein, as it must be in the advertisement.} The three percent participation requirement applies to the overall TO-CA MEA. When it nears time to bid trades, the selected construction manager shall contact the Trustees’ DVBE Coordinator at {insert phone no. and e-mail address}. This TO-CA MEA contains multiple public works projects, which are subject to prevailing wage rate laws (see Contract General Conditions, Prevailing Wage). All contractors and all tiers of subcontractors bidding on this project shall register to bid public works projects with the Department of Industrial Relations (DIR), and maintain current this registration pursuant to Labor Code Section 1725.5. Please go to http://www.dir.ca.gov/Public-Works/PublicWorks.html for more information and to register.

End Notice to Contractors (RFQ Advertisement)

https://caleprocure.ca.gov/pages/index.aspx




[% Fee] Page 1 of 6 pages Revised February, 2017

{ATTENTION - In this document comments and instructions for editing, such as this one, are in red font and enclosed in brackets. Delete the brackets and enclosed text in the final document before publication. Some text is in red font, outside brackets. Be sure to make the requisite changes, change the font color to black, and delete this note before finalizing.}




{Insert Campus address}

1.0 INTRODUCTION The State of California, acting through the Board of Trustees of the California State University, hereinafter called Trustees, on behalf of <insert full campus name>, hereinafter called University, is requesting Statements of Qualifications (SOQ) from interested and qualified General Contractors (Respondents) to provide Design-Build and Construction Manager services with Lump Sum Price or GMP pricing for the design and construction of multiple projects under a master enabling agreement (MEA).

The delivery method for this contract is Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement (TO-CA MEA). The TO-CA MEA will include two types of agreements for the multiple projects: a task order for the design and preconstruction phase services for each project, and individual project construction agreements for the construction phase. During the design and preconstruction phase and under a Trustees-issued task order, the selected Respondent will collaborate with the Trustees on the design, constructability, cost, and schedule of the Project and develop a Lump Sum Price or GMP proposal to construct the Project. Upon the Trustees’ acceptance of the Lump Sum Price or GMP, the Trustees will issue a Construction Agreement to the General Contractor for the construction phase. If the Trustees and the General Contractor do not agree upon a Lump Sum Price or GMP, the Trustees will not award the construction phase of a Project to the General Contractor.

2.0 DESCRIPTION OF TO-CA MEA 2.1 Description

• The Trustees’ TO-CA MEA is a two-year contract. • The total maximum Budgeted Cost for all Projects includes all design, preconstruction and construction

costs, and includes all design and preconstruction fees. • The total maximum Budgeted Cost for all Projects shall not exceed $20,000,000. • The Budgeted Direct Construction Cost for all Projects is the total cost of the work for all projects,

excluding Design, Preconstruction, and Site Management fees, and Construction Overhead and Profit. • No single project shall exceed $7,000,000 in total Budgeted Cost. • Every project in this Contract is subject to prevailing wage rate laws as detailed in the Contract General

Conditions; the California Department of Industrial Relations will be monitoring the projects under this Contract for payment of prevailing wage rates.

• The Trustees shall not guarantee a minimum volume of Service Orders or Construction Agreements to be awarded as part of the TO-CA MEA.

• The General Contractor shall be licensed in the State of California with a ‘B’ license, and the Architect on the General Contractor’s team shall be licensed to practice architecture in the State of California. Both General Contractor and Architect must be prequalified with the Capital Planning, Design and Construction Department of the CSU Office of the Chancellor.



2.2 Projects The Projects may include, but are not limited to {insert descriptions of all Projects – not more than one page in length for the entire project listing--enough to give responding firms enough information to understand the overall requirements for this Contract and to prepare a statement of qualifications. More Project details are provided in exhibits issued with this RFQ and listed below}.

1 Upgrades {Specify DB or CM project for each} $ 2 Expansion $ 3 Ground Floor Renovation $ 4 Dept. Lobby Renovation $ 5 Landscape Improvements (Bldgs. 1, 2 and 3) $ 6 Baseball / Softball Infield Improvements $ 7 Campus-wide Concrete Repairs $ 8 Mechanical Upgrades $ 9 Filter Retrofit and Duct Cleaning (multiple buildings) $ 10 Campus Elevator Retrofits (multiple buildings) $ 11 Other Projects to be identified TBD Total $

The Projects are more fully described in the following documents: {Edit as applicable: Project programs, criteria documents, feasibility studies, site plans are available for viewing and download at Cal eProcure, PlanetBids, or xyz.com, or are attached as Exhibit A, Exhibit B, etc.} Exhibit A. Criteria Documents Exhibit B. Project Programs

3.0 SCOPE OF WORK The contract terms and conditions, along with work to be performed by the General Contractor are specified in the following TO-CA MEA Contract Documents: • TO-CA MEA, which includes Rider B, Scope of Work; • Task Order (for Design and/or Preconstruction Services); • Construction Agreement; • Contract General Conditions (both Collaborative Design-Build and Construction Manager at Risk); and • Supplementary General Conditions for both sets of Contract General Conditions.

Form contracts may be viewed and obtained at: http://www.calstate.edu/cpdc/cm/task-order-construction-agreement-for-multiple-projects.shtml. In submitting a response to this RFQ, the Respondent represents that it is qualified and capable to provide all the requirements of the TO-CA MEA, which would include both the Task Order for Design and/or Preconstruction Services and any potential Construction Agreements.

The following is a brief overview of the work the General Contractor will be required to perform, if awarded the TO-CA MEA and any subsequent task order and construction phase agreement: 3.1 Each TO-CA MEA Task Order issued shall have a separate Budgeted Cost and shall include:

• If specified to be a Design-Build (DB) project in the Task Order: Design responsibility with an Architect and Engineering consultants under contract to the General Contractor; preconstruction coordination, scheduling, constructability, and cost estimating services.

• If specified to be a Construction Manager at Risk (CM) project in the Task Order: Collaboration with the Trustees Architect and Engineering consultants; and preconstruction coordination, scheduling, constructability, and cost estimating services.

3.2 Review the initial cost estimates and provide continuous cost management to assure the design is within the budgeted cost estimate.

3.3 Develop the design and provide constructability reviews and analysis. Offer suggestions to improve the quality of the Projects.

3.4 Provide construction planning, phasing, and scheduling during design and through construction completion.



Request for Qualifications for Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement

<Insert campus name> – <Insert Contract /Bid No.>


3.5 Develop and maintain Project schedules that incorporate all tasks and approvals of all involved parties necessary to complete the Project within the contract durations.

3.6 Incorporate LEAN practices and tools into the process.

3.7 Incorporate integrated project management practices into the Project.

3.8 Provide quality assurance.

3.9 Bring design-assist and design-build trade subcontractors into the design phase appropriate for the Project and as approved by the Trustees.

3.10 Provide cost estimating and value engineering. Reconcile General Contractor cost estimates with Owner’s budget.

3.11 Coordinate with and provide information as required to regulatory agencies. Schedule and monitor required agency approvals, obtain Campus Building Permit.

3.12 Advertise all projects before the first project bids. Prequalify trade contractors to comply with General Contractor’s and Trustees’ standards, to create a subcontractor bidding pool for all subsequent projects.

3.13 Comply with requirements to subcontract a minimum of three percent (3%) of the Project to Disabled Veteran Business Enterprises.

3.14 Develop Trade Contractor Bid Packages and receive bids in the most logical, competitive, and seamless manner.

3.15 Warrant the design of a Design-Build project, and the completeness and constructability of the construction documents and ensure that trade bid packages include a complete scope of work.

3.16 Submit a Lump Sum Price or GMP proposal.

3.17 Manage and administer the Project construction phase to achieve construction completion within the contract time and budget and with high quality workmanship.

4.0 SELECTION PROCESS / REQUIREMENTS 4.1 Selection Process The Trustees will select the General Contractor using a two-step process. The first step is this Request for

Qualifications (RFQ) from which Respondents may submit SOQs to the Trustees. The Trustees will appoint a selection committee to review and score the SOQs, and the highest scoring four firms will continue in the selection process. Should the score of the fifth place firm be within ten points of the score of the fourth place firm, the fifth place firm will also be selected to continue in the selection process. The Trustees will notify the unsuccessful firms, and will send the successful firms a Request for Proposal (RFP). The Trustees’ selection committee will score the responding proposals from the finalists, conduct interviews, and may conduct reference checks. The Trustees may award the TO-CA MEA to the highest scoring firm, or to multiple firms as specified in the RFP. The judgment of the Trustees in this selection process is not subject to appeal.

If the Trustees do not award the TO-CA MEA, or if the Trustees award the TO-CA MEA and do not award a construction phase agreement, the Respondents will not be entitled to recover any monetary awards of any type whatsoever. The Trustees reserve the right to reject all responses to this RFQ. The Trustees may terminate the TO-CA MEA agreement prior to a construction phase and/or seek alternate competitive public bids for a construction phase. There is no guarantee any construction phase agreement will be awarded.

4.2 Requirements for Qualification All Respondents (general contractors) must be prequalified with the Trustees one day prior to the SOQ due

date, or their SOQ submission will not be considered. The last day to submit an application for CSU prequalification is indicated on the enclosed schedule. Respondents must submit the CSU prequalification applications online. For more information regarding prequalification with the Trustees, go to http://www.calstate.edu/cpdc/cm/contractor_prequal_bidders.shtml to apply for prequalification, go to this website and click on PlanetBids. The Respondent’s available prequalification rating (rating minus receivables on any current contracts held with the Trustees) for the TO-CA-MEA must be $20,000,000.01 or more. Construction phase contract awards may not exceed their prequalification rating at any time during the contract duration.




Architects on the successful Respondent’s team must be prequalified in accordance with the requirements found on the following CSU website: http://www.calstate.edu/CPDC/ae/prequal/.

4.3 Documents {Edit as applicable} Interested parties may obtain selection documents and Project description documents by registering at the

California Department of General Services’ Cal eProcure website at the link below: https://caleprocure.ca.gov/pages/

Once registration is completed, login into Cal eProcure to search for bids, at the following campus-specific website: {campus insert its Cal eProcure website where bidders may access RFQ documents}.

{If campus uses PlanetBids, then advertise only on Cal eProcure, and use PlanetBids for document distribution.}

Interested parties may obtain selection documents and Project description documents by registering at the Campus Contract Services & Procurement website at: {insert campus link to PlanetBids.} Once registration is completed, login into PlanetBids at: {insert campus link to PlanetBids} and search for the Project by CSU location.

5.0 SELECTION PROCESS SCHEDULE: {In the table below, suggested durations from the previous date and instructions are provided in braces. Delete and replace with target dates}

Schedule Activities Schedule RFQ Advertised {start date} Last day to submit application for prequalification {20 calendar days after start and 12 working days

before SOQ due date} Last day to submit RFQ questions {5 working days before SOQ due date} RFQ Addenda issued (if required) {4 working days before SOQ due date} Statements of Qualifications due {20 calendar days specify time due} Proposer shortlist published by e-mail {11 calendar day} RFP distributed to shortlist {1 calendar day} RFP Site conference {14 calendar days} Last day to submit RFP questions {7 calendar days} Proposals due date and time {7 calendar days}{hard date and time} Proposing firms interviewed {11 calendar days} Successful Proposer announced {1 calendar day} TO-CA MEA executed {21 calendar days} First task order issued {insert number of calendar days } First construction agreement executed {target date, allow for approvals}

This is a proposed schedule that is subject to change. The task orders and construction agreements (if awarded) will identify the schedule commitments. Any changes to the schedule for the RFQ/RFP process will be issued to all Proposers via addenda.

6.0 INSTRUCTIONS FOR SUBMITTING A STATEMENT OF QUALIFICATIONS Respondents shall submit their Statement of Qualifications (SOQ) to the Managing Office shown herein before the date and time shown in the Selection Process Schedule, in accordance with the following instructions: 6.1 Provide all information requested by this RFQ.

6.2 Provide information as it pertains to your firm. When referencing projects that were joint ventures, indicate such and explain your firm’s role in the project.

6.3 The SOQ should be well organized and as concise and complete as possible while still providing the requested information.

6.4 Information you believe is relevant to the selection of your firm for this Project but not requested by the RFQ may be submitted as an appendix to the SOQ.

6.5 Where contact information is requested, include the company name, address and a company representative’s name, phone number and e-mail address.

http://www.calstate.edu/CPDC/ae/prequal/

https://caleprocure.ca.gov/pages/

Request for Qualifications for Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement

<Insert campus name> – <Insert Contract /Bid No.>


6.6 Submit five copies of the SOQ in “8 ½ x 11” format and one copy as a digital file in PDF format.

6.7 Deliver the SOQ in a sealed package marked on the outside “SOQ for” and add the Contract Name and No., and Campus.

6.8 Deliver the SOQ to the Managing Office for the Selection Process prior to the date and time indicated in the Selection Process Schedule.

7.0 MANAGING OFFICE FOR THE SELECTION PROCESS All communications concerning the selection process should be directed to the Managing Office for the Selection Process. In e-mail communications, place the name and number of the Contract in the subject line. The Managing Office for the CM Selection Process is:

Name {Insert individual’s name, title and department} Campus {Insert Campus Name} Address (mailing): {Insert} Telephone: {Insert} Fax: {Insert} E-Mail: {Insert e-mail address}

8.0 SOQ REQUIRED INFORMATION AND SCORING Provide the following information in your SOQ. Each question will be scored against an ideal response which, in the opinion of the Trustees’ Selection Committee, would receive the maximum number of points possible, as indicated herein. If all information is not provided, the SOQ may not be considered. The Trustees may, at their discretion, call the contacts provided or others as may become known for reference checks. SOQs should be organized with numbered tabs corresponding to the following required information. Provide concise and complete responses. Non-requested information and lengthy responses are discouraged.

Tab Required Information: Points 1 Cover letter stating:

1) that your firm’s submittal is in response to this RFQ; 2) that your firm agrees to enter into preconstruction services and construction agreements if

selected; and 3) under penalty of perjury, that all information in the SOQ is accurate.

0 points

2 Organization Information: • Identify your firm’s full legal name, address, phone, fax, website, and point of contact. • Include organization chart of your Design-Build team. Give titles and names of positions.

0 points

3 Provide the address of the office that will manage this Project. 0 points

4 Copy of your firm’s CSU prequalification letter, which also contains your firm’s Composite Safety Score.

0 points

5 Copy of your firm's California Contractor License and your team Architect’s License. 0 points

6 Your firm’s past experience on CSU projects. 0 points

7 Your firm’s present contracts on CSU projects. 0 points

8 Your Team’s general qualifications and experience managing DB and CM projects of similar size and type. List up to five projects each for the GC and the AE, and provide contact information for the owners; include names and e-mail addresses. Provide examples for both types of delivery methods.

60 points

9 Your Team’s qualifications and demonstrated successful experience with DB and CM at Risk projects in the public sector. Provide the following information for the proposed GC and AE: at least three projects in California that were completed, or are 75% complete, within the last five (5) years. Your Team must have provided DB or CM at Risk services for these projects, and worked directly with the owner. Include: A. A project description in summary form showing key data for each project submitted.

60 points



B. A narrative project description and include the processes that were used to: (1) Provide design coordination and review with the architect and owner. (2) Address constructability issues and incorporate solutions into the design. (3) Provide cost estimating to assure conformance to the owner’s budget. (4) Demonstrates the firm’s ability to effectively use TO-CA MEA delivery.

C. Provide reference and contact information (names and e-mail addresses) for the project owner or the owner’s representative, and architect, and their roles, responsibilities and everyday interaction with your project team.

D. Describe any lawsuits involving any of your projects’ owners in the last five years to which you have been a party. Describe if you were the plaintiff or defendant, a brief summary of each case, and the outcome.

10 Your firm’s experience incorporating subcontractors into the design phase by methods such as design-assist or design-build. Provide contact information for owner and architect.

25 points

11 Your firm’s experience utilizing DVBEs. 10 points 12 Your firm will be assigned points according to the Composite Weighted Score (CWS) which is

indicated in your firm’s prequalification letter. The highest possible CWS is 50; the lowest, 25 (contractors are not prequalified with scores below 25). One point will be assigned for each increment higher than 25, for a maximum assignment of 25 points. For example, a CWS of 43 will be assigned 18 points, and a CWS of 30, 5 points.

25 points

13 Your Team’s unique qualifications to perform on this Project. 50 points 14 Your firm’s experience within 50 miles of the Project. 20 points 15 Your firm’s experience using LEAN tools and Integrated Project Management methods. 20 points 16 Your firm’s process for assuring the Project cost is within the scope and budget and completed

on time. 50 points

17 During the past five (5) years was your firm required to pay penalties for failure to pay prevailing wages? If yes, provide a description of each instance and the amount of penalties paid.

25 points

18 During the past five (5) years has your firm been assessed CAL-OSHA fines in the serious, repeat, or willful category? If yes, provide circumstances, number of instances, and the amount of fine(s).

25 points

19 Response to RFQ was clear, concise and responsive. (No tab required) 30 points TOTAL 400 points

9.0 QUESTIONS All questions regarding this RFQ for the TO-CA MEA selection process listed herein must be submitted in writing by e-mail, fax or mail to the Managing Office and received no later than the due date indicated in the Selection Process Schedule. {Change previous sentence if questions to go to different person than the person identified in Section 7 of this RFQ.} Questions received after the due date will not be considered. Written responses to submitted questions will be sent to all registered Respondents. Clarifications may be requested verbally, however, verbal responses will not be considered binding.

-End of Request for Qualifications-

II-PF2

[% Fee} Page 1 of 26 pages Revised February, 2017

REQUEST FOR PROPOSALS FOR


Bid Solicitation No. - <Insert Bid Solicitation number> <Insert Campus name>

<Insert Campus address>

1.00 – INTRODUCTION 1.01 Seeking Design-Builder/Construction Manager Proposals

The State of California acting through the Board of Trustees of the California State University, hereinafter called the Trustees, on behalf of <insert full campus name>, hereinafter called University, is seeking proposals from previously selected Finalists (see RFP 1.02) to provide design, preconstruction and construction services with a lump sum price or GMP for the Projects referenced herein, hereinafter called the Projects (see RFP 1.03).

1.02 Two-Step Process for Selection The Trustees’ selection of the successful Proposer is a two-step process—the Request for Qualifications (RFQ) and Request for Proposals (RFP). The Trustees have already completed the first step by issuing an RFQ, to which Respondents submitted Statements of Qualifications (SOQ) to the Trustees. The Trustees scored and ranked the SOQ, resulting in a list of Finalists, whom the Trustees notified. Then the Trustees proceeded to the second step of the selection process by issuing this RFP to the Finalists.

1.03 Delivery Method The delivery method for this Contract is Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement (TO-CA MEA). Under the MEA, two types of agreements may be executed for multiple projects as requested by the University and specified herein: • a Task Order (services agreement) for the design and preconstruction services, and • a Construction Agreement for the construction services (with a lump sum price).

During the design and preconstruction phase for each project, the selected Proposer may develop the design, perform constructability, cost, and scheduling services and develop a lump sum price or GMP proposal to construct the Projects. Upon the Trustees’ acceptance of the lump sum price or GMP and schedule, the Trustees may award a Construction Agreement to the selected Proposer for the construction phase. If the Trustees and the selected Proposer do not agree upon a lump sum price or GMP or other conditions for a Project, the Trustees will not award a Construction Agreement for the construction phase of that Project. The selected Proposer(s) for the TO-CA MEA may perform the functions of the following roles: • Design-Builder - the selected Proposer contracts directly with the design professional(s), and/or, • Construction Manager - the Trustees contract directly with the design professional(s). The University will specify in every Task Order Request which of the above delivery methods will be used for the Project.

2.00 - RFP CONTENTS 2.01 RFP Sections

Refer to RFP Table of Contents (see RFP 2.02) • Sections of the RFP will be referenced throughout the RFP as “RFP X.XX”. • Refer to the first Article in the Contract General Conditions, Definitions, for RFP definitions. • Refer to this RFP, and the design and preconstruction service agreement, Rider B-Scope of Work, for

the design and preconstruction phase scope of work descriptions. • Refer to this RFP, the Construction Agreement, and the Contract General Conditions for the construction

phase scope of work descriptions.

Request for Proposals for Task Order-Construction Agreement for Multiple Projects —Master Enabling Agreement <Insert campus name> <Insert Bid Solicitation Number>


2.02 Standard CSU Documents, Forms, and Project Specific Information The following documents are a part of this RFP. Proposers are advised to ensure that they have the most recent documents. Documents noted in the Table of Contents with “RFP Copy” are Project specific, and the copies provided as part of the RFP must be used. These documents are attached to the RFP as detailed below under Appendices, and/or are available to download at the following websites: • TO-CA Model and Guidelines • Sample Forms

Projects included in this RFP with total cost exceeding the value of a minor capital outlay project shall be enrolled into the CSU Builders Risk Insurance Program; see the Insurance Requirements provisions of Contract General Conditions, under Conduct of the Work. Information regarding the Builders Risk Insurance Program may also be found on the following website: http://www.calstate.edu/cpdc/CM/BRIP.shtml.

Appendices 1 Task Order-Construction Agreement Master Enabling Agreement (including Rider A, Agreement

General Provisions, and Rider B, Scope of Work) 1.1 Task Order Request - for Design and Preconstruction Services 1.2 Task Order - for Design and Preconstruction Services 1.3 Construction Agreement - for Construction Phase Services

2 Contract General Conditions 2.1 Contract General Conditions for Collaborative Design-Build Major Projects 2.2 Contract General Conditions for Construction Manager at Risk with Guaranteed Maximum Price

Projects 3 Supplementary General Conditions

3.1 Supplementary General Conditions to Contract General Conditions for Collaborative Design-Build Major Projects for Use with Task Order-Construction Agreement Contracts

3.2 Supplementary General Conditions to Contract General Conditions for Construction Manager at Risk with Guaranteed Maximum Price Projects for Use with Task Order-Construction Agreement Contracts

4 Sample Forms 4.1 Sample Technical Proposal Evaluation Score Sheet 4.2 Trade Contractor Prequalification Document

5 Division One 6 Procedure Manual for CSU Capital Projects 7 Prevailing Wage Rates 8 Project Summaries, Criteria Documents, Architectural Plans and Elevations and Maps (RFP Copy)

<Insert description of documents included in Appendix 9> 9 Geotechnical Report(s) (if any) (RFP Copy)

10 CEQA Mitigation and Monitoring Program (RFP Copy) 11 Design-Assist and Design-Build Subcontracting

3.00 – PROJECT DESCRIPTIONS 3.01 Description The following Projects are included in this Contract:

No. Project Description <Campus to insert 2-year list of projects>

Delivery Budget

D/B CM 1 Upgrade Dean’s Office x $ 2 Bookstore Tenant Improvements x $ 3 Liberal Arts Building Ground Floor Renovation x $ 4 Biology Dept. Lab Renovations (Labs 1-4) x $ 5 Landscape Improvements (Bldgs. 1, 2 and 3) x $


http://www.calstate.edu/cpdc/cm/forms/

http://www.calstate.edu/cpdc/CM/BRIP.shtml

http://www.calstate.edu/cpdc/CM/cgcs_majors/2015_cgcs_cdb_major.pdf








Request for Proposals for Task Order-Construction Agreement for Multiple Projects

—Master Enabling Agreement <Insert campus name>

<Insert Bid Solicitation Number>


6 Baseball / Softball Field Lighting x $ 7 Campus-wide Pathway Concrete Repairs x $ 8 Mechanical Upgrades-Science Building 1 x $ 9 Filter Retrofit and Duct Cleaning (Buildings A, B and C) x $

10 Elevator Replacement (Building D) x $ 11 Other Projects to be determined ($ amount NTE 30% of total

value of projects listed above) $

Total Maximum Direct Construction Cost & Budget for All Projects $ Total DB Projects ($1M or less) $ Total CM Projects ($1M or less) $

Total DB Projects ($1M-$3M) $ Total CM Projects ($1M-$3M) $ Total DB Projects ($3M-$7M) $ Total CM Projects ($3M-$7M) $

The above-listed Projects are more fully described in the Project Summaries, Criteria Documents, Supplemental Documents, Standard CSU Documents, Forms, and Information. The Trustees will use the information provided in the table above to evaluate Proposers’ fee proposals (RFP 10.00 et seq.).

3.02 Contract Requirements • The Trustees’ TO-CA MEA is a two-year contract. • The Trustees may award two agreement types under the TO-CA MEA for each Project:

◦ Phase 1, Task Order: The Trustees will initiate each Project with a Task Order, through which all design, preconstruction services and trade bidding will be performed. As a product of this Phase 1 services for each Project, and as agreed between the parties during Phase 1, the selected Proposer may propose a lump sum or a GMP cost of Work.

◦ Phase 2, Design-Build or Construction Agreement: After completion of the Phase 1 services of each Project, and upon agreement of the lump sum price or GMP, the Trustees may initiate the construction phase with a Design-Build or Construction Agreement under the MEA. Under this agreement the Design-Builder may complete the design; may complete bidding of all the trade contractors; shall propose on a Lump Sum if the agreement is based on a GMP. If the Design-Build Agreement is based on a GMP, a contract change order shall convert the contract to a lump sum. If the final trade bids result in a project savings the change order will adjust the GMP to that final Lump Sum amount. The Design-Builder / General Contractor shall be responsible for any GMP cost overruns.

• The total maximum Budgeted Cost for all Projects includes all design, preconstruction and construction costs.

• The total maximum Budgeted Cost for all Projects shall not exceed $20,000,000. • No project shall exceed $7,000,000 in total cost. • The Budgeted Direct Construction Cost for all Projects is the total cost of the work for all Projects,

excluding Service Provider Design and Preconstruction fees, and Contractor Site Management Fee, Overhead and Profit, and Contingency. All items excluded from the Direct Construction Cost shall be calculated per RFP10.01 as a percentage of the Direct Construction Cost and added as individual line items to the Direct Cosntruction Cost to determine the Lump Sum Contract Price.

• Every project in the TO-CA MEA is subject to prevailing wage rate laws as detailed in the Contract General Conditions (see Article 4.02 (CM) or 36.02 (CDB), Prevailing Wage).

• Liquidated damages for each calendar day the Project construction completion is late shall be as agreed between the Contractor and the Trustees in the Project Task Order, and as documented in the Project Construction Agreement.

• The selected Proposer is required to be licensed in the State of California with a <Insert required license(s) – it shall be a “B” license for all buildings to be occupied by people> license. The selected Proposer and all subcontractors of all tiers must register to bid public works projects with the Dept. of Industrial Relations, and obtain and maintain current registration numbers. To register go to http://www.dir.ca.gov/Public-Works/PublicWorks.html, and look under “Contractor Registration” for more information and to register.

• The Architect shall be licensed to practice architecture in the State of California.




3.03 Project Conditions Conditions for all Projects in this Contract are listed below. Refer also to Division One. <Insert any and all conditions that the selected Proposer should be aware of before commencement of services including: • specific Trustees/University conditions • reference RFP 13.00, Tables A and B, for further definition of required services. • phasing & schedule needs • special equipment • unusual coordination with agencies • status of design • LEED certification • budget phasing>

4.00 – SELECTION PROCESS AND PROJECT SCHEDULE 4.01 Selection Process Schedule / Proposed Project Schedule

Below is the Selection Process Schedule and Proposed Project Schedule for the RFP phase through the award of the construction agreement for the first Project. The Selection Process Schedule may be changed by addendum to this RFP. The Trustees may change the Proposed Project Schedules at any time through the Preconstruction Phase.

RFP SELECTION PROCESS SCHEDULE AND PROPOSED PROJECT SCHEDULE

Schedule Activities Dates

RFP distributed to RFQ Finalists <insert day of week, and date>

Site Conference and RFP review {optional} <insert day of week, and date, allow 10 cd>

Last day to submit questions <insert day of week, and date, allow 5 cd before addendum deadline>

Last day to issue RFP addendum <insert day of week, and date; allow 7cd before Fee & Tech Proposals are due>

Technical Proposals due <insert day of week, date and time; allow 30 cd from RFP distribution>

Proposing firms interviewed <insert day of week, and date, allow 7 cd>

Fee & Technical Proposals due <same day as interview ?? by 5:00 pm>

Post Technical scores and open Fee Proposals <insert day of week, date and time, day after last interviews>

Post Winning Proposer <insert day of week, date and time, day >

Award TO-CA MEA <insert day of week, and date, day >

TO-CA MEA fully executed <allow 3-4 weeks> Issue TO-CA MEA Notice to Proceed (to define start/completion of MEA) <insert day of week, and date>

Issue Task Order Request under the TO-CA MEA for design and preconstruction services for 1st Project

<insert day of week, and date>

Task Order for design and preconstruction services for 1st Project fully executed <allow x weeks or days>

Notice to Proceed issued for design and preconstruction services for 1st project <insert day of week, and date>

Award Construction Agreement under the TO-CA MEA 1st project

<insert day of week, and date, consider authorization process, allow ten cd>





Construction Agreement 1st project fully executed by University Counsel <insert day of week, and date>

Notice to Proceed issued for construction for 1st project

< issue five calendar days prior to start - insert day of week, and date, allow 7 cd>

Notice of Completion filed/Construction Complete 1st project

<insert day of week, & acceptance date of 1st project>

Note: Trustees do not intend that Project #1 must be fully completed before Project #2 may start; Projects may run concurrently. The selected Proposer must track progress for all Projects on the Schedule. Reference Contract General Conditions, Schedule.

5.00 TO-CA MEA SCOPE OF SERVICES 5.01 Contract Scope

This RFP summarizes and supplements services specified in the Contract Documents. The Contract Documents are cumulative, and the selected Proposer is required to provide the services specified in the TO-CA MEA, its Rider B-Scope of Work, this RFP, the selected Proposer’s proposal, the Task Orders, and the Construction Agreement, and Contract General Conditions.

Each Task Order issued by the University under the TO-CA MEA shall include: design responsibility with an Architect and Engineering consultant under contract to the selected Proposer, and preconstruction coordination, scheduling, constructability, and cost estimating services as detailed herein.

Each Construction Agreement issued under the TO-CA MEA shall have separate Budgeted Cost, Direct Construction Cost, Lump Sum Price, Contingency, Construction Documents, Contract (including Payment and Performance Bonds), Insurance*, Notice to Proceed, Notice of Completion, and Retention.

*Projects with Budgeted Costs exceeding the value of minor capital outlay projects will be enrolled in the Trustees’ Builders Risk Insurance Program, under which the Trustees provide course of construction insurance.

The Trustees may make changes, additions or deletions to the scope of work described in the RFP, and may add to or delete Projects from the scope of work by Service Agreement Amendment (for design and preconstruction services) or Contract Change Order (for construction phase services). The total Budgeted Cost and total Budgeted Direct Construction Cost of projects shall remain within the upper limits prescribed in RFP 3.02.

5.02 No Guarantee for Project Award The Trustees do not guarantee a minimum award volume of Task Orders or Construction Agreements.

The selected Proposer is not entitled to recover any unreimbursed costs, anticipated profit, or monetary awards for proposal preparation.

5.03 Collaboration The selected Proposer shall work in collaboration and cooperation with the Trustees towards realizing high quality Projects.

5.04 Integrated Project Delivery / LEAN Methods The selected Proposer shall exercise the highest standards of the industry for Integrated Project Delivery to guide its relationships with the other members of the team, and for incorporating LEAN methods in all processes for all phases of the Project(s).

5.05 TO-CA MEA and Task Order Scope of Work The selected Proposer shall assemble a Project team including consulting Architect and Engineers (AE) for the RFP, and a team of subcontractors after award of the TO-CA MEA. In general, the Scope of Services under the TO-CA MEA shall include, but shall not be limited to the following: 1. Create a subcontractor pool prior to bidding Projects specified in the Task Order Requests. Advertise

and prequalify subcontractors for inclusion in the Project team and for bidding subsequent Projects;



2. When the University specifies in the Task Order Request that the Project is Design-Build, design services are required in the Task Order Request, and the selected Proposer shall contract for those services with its team AE to provide scope definition and code compliance drawings and specifications;

3. Attend meeting(s) with the Trustees to define the scope of the Project(s); 4. Provide proposals for design and preconstruction services for the Project in response to the Trustees’

Task Order Request; 5. Provide plan check, building permit coordination and preconstruction management services; 6. Provide estimating, scheduling, constructability, and coordination with AE, Trustees, and

subcontractors as required assuring conformance to Project budget, schedule, and design-build responsibilities;

7. Bid the Project to Service Provider-prequalified subcontractors for each trade and award to the lowest bidders. If Service Provider desires to self-perform any portion(s) of the work it must competitively bid to be included in the trade contractor team, and bid against the selected subcontractor(s) during the project bid phase;

8. Assemble a project lump sum price or GMP proposal for Trustees’ approval. For Design-Build agreements, if a GMP is submitted it shall be converted to lump sum by change order during the Design-Build phase when trade bidding is complete.

9. Acquire a Campus Building Permit for each phase of each Project.

6.00 – CONSTRUCTION PHASE 6.01 Construction Phase Services

Once Trustees and the selected Proposer have agreed upon a Lump Sum price or GMP for a project, the Trustees will award a Construction Agreement to the selected Proposer incorporating the current and applicable Contract General Conditions and Supplementary General Conditions. For Design-Build agreements, if a GMP is submitted it shall be converted to lump sum by change order during the Design-Build phase when trade bidding is complete.

6.02 Execute Trade Contracts After the Construction Agreement between the selected Proposer and the Trustees is fully executed, the selected Proposer shall enter into subcontracts for the construction phase with the successful subcontractors in each trade.

6.03 Construct Project The selected Proposer shall furnish construction administration and management services and use its best efforts to construct the Project in an expeditious and economical manner consistent with the best interests of the Trustees. The Trustees have established the scope of work for the construction phase services in the construction phase agreement which includes the services specified in this RFP.

7.00 - RESPONDING TO THE REQUEST FOR PROPOSALS 7.01 Clarifications and Questions Regarding this RFP

All communications regarding this RFP, including requests for information or clarification of the intent or content of this RFP, must be received by the Trustees’ Representative in writing no later than the date set for submitting questions stated in RFP Selection Process Schedule (RFP 4.01). Only the Trustees’ Representative is authorized to answer questions relative to this RFP. Information obtained verbally from any source has no authority, may not be relied upon, and shall have no standing in any event that may occur. Written addenda will be distributed on or before the date fixed for issuing addenda as stated in the Selection Process Schedule. Failure of Proposer to receive any addenda shall not relieve the Proposer from any obligation therein. Proposers are advised to inquire about addenda prior to submitting a Proposal.

7.02 Managing Office / Trustees’ Representative Questions related to this RFP shall be directed to the Trustees’ Representative at the office named below.

The contact information for the Managing Office for the RFP is: Name: <Insert contact name> Campus: <Insert formal Campus name>





Address: <Insert Campus address> Telephone: <Insert Campus phone #> Fax: <Insert Campus fax #> E-mail: <Insert Campus contact e-mail>

7.03 Proposal Submittals The Trustees will accept Proposals no later than the time and date indicated in Selection Process Schedule. Proposers shall divide Proposals into two separate submittals, the Technical Proposal and the Fee Proposal. Proposers shall submit each Proposal in a separate envelope or package and clearly mark them, as required in this RFP.

7.04 Technical Proposal Submittal Proposers must submit six (6) complete sets of the Technical Proposal in a sealed package, with the following

clearly marked on the outside: “Proposer’s Firm Name” “Technical Proposal – <insert Campus name> - <insert Project Number> ”

7.05 Fee Proposal Submittal Proposers must submit one (1) complete set of the Fee Proposal in a sealed envelope with the following clearly marked on the outside:

“Proposer’s Firm Name” “Fee Proposal – <insert Campus name> - <insert Project Number> ”

7.06 Delivery of Proposals Proposers must deliver Proposals to the address below at or before the time and date set in the Selection Process Schedule. Proposals delivered to other places even if on the campus, will not be considered.

Name: <Insert person responsible for accepting proposals> Campus: <Insert Campus full name> Address: <Insert Campus address> Telephone: <Insert Campus contact phone #> Fax: <Insert Campus contact fax #> E-mail: <Insert Campus contact e-mail>

7.07 Responsibility for Timely Delivery of Proposals The Proposer is solely responsible for ensuring delivery to the submittal location no later than the date and time specified. Use of the United States Postal Service, campus mail system, express or overnight delivery, or any other service, shall not relieve Proposer from the requirements of meeting the specified deadline at the specified location. The Trustees shall return unopened, any Proposal received after the due date and time.

7.08 Proposer’s Cost Each Proposer acknowledges and agrees that the preparation of all materials for submittal to the Trustees and all presentations, related costs and travel expenses are at the Proposer’s sole expense, and the Trustees are not, under any circumstances, responsible for any cost or expense incurred by the Proposer. In addition, each Proposer acknowledges and agrees that all documentation and materials submitted with their RFP shall remain the property of the Trustees.

8.00 – SELECTION PROCESS 8.01 Selection Policy

It is the Trustees’ policy to base the selection of the Proposer for these Projects on the quality of the team, i.e. demonstrated competence and experience, and on the proposed cost, in an attempt to ensure the satisfactory performance of the design and construction management services required.

8.02 Evaluation and Scoring of Proposals The evaluation team shall evaluate each proposal to determine its responsiveness to the Trustees’

requirements. The evaluation team will score each question against an ideal Proposal in the opinion of the Trustees’ evaluation team; the ideal Proposal would receive the maximum number of points possible, as indicated. If Proposer does not provide all information, the Trustees may decide not to consider its Proposal.



Each question is assigned a maximum score in relation to the Trustees’ assessment of the associated contribution toward achieving project goals.

8.03 RFP Compliance Check If the evaluation team finds that proposals do not meet minimum submittal or content requirements herein, do not meet overall qualification standards, take unacceptable exceptions to the RFP requirements, or violate the prohibitions in Public Contract Code section 10832 (statute dealing with conflict of interest), then Trustees may deem them non-responsive and eliminate them from further consideration.

8.04 Proposal Analysis An evaluation team comprised of the Trustees’ representatives will analyze each technical proposal to ensure that the Trustees’ needs will be met. Once evaluations are completed, the team will conduct in-person interviews with each Proposer.

8.05 Interviews After the evaluation of the technical proposals, and as part of the evaluation process, the evaluation team will interview all Proposers. The interview structure will be as follows: • Proposers shall be randomly selected for time slots for interviews, which shall be held on the date

indicated in the Selection Process Schedule. The interviews will be conducted at: Campus: <Insert Campus full name> Address: <Insert interview location & address> Contact: <Insert campus contact name> Telephone: <insert area code and telephone number> E-mail: <insert e-mail address>

• Proposers shall each be allotted 30 minutes to make their presentations and 30 minutes for questions and answers from the panel.

• Proposers may arrive 10 minutes before their interview time to set up equipment and materials used for presentation purposes.

• Proposers should feel free to use any form of electronic media or otherwise to make their presentations within the allotted time.

• Proposers are requested to present their approach to the design and construction of the Projects. • Proposers are required to present at the interview those members of their team that will occupy key

positions on the Project such as, but not limited to: Architect and key staff and/or consultants, Preconstruction Coordinators, Project Managers, Projective Executives and other essential team members to ensure that the Trustees are interviewing individuals that will work on the Projects as primary contacts and managers.

8.06 Public Opening of Fee Proposals After interviews the Trustees will announce technical scores, and then the fee proposals will be opened and

scored as outlined in the RFP. After checking the accuracy of each fee proposal, the Trustees will then announce the selected firm. This may occur a day or two after the opening of the fee proposals.

8.07 Scoring Calculation The Trustees will calculate the technical score in whole numbers, and will calculate the fee score to two decimal places and add it to the technical score. The winner will be the Proposer with the highest combined technical and fee scores. In the event of a tie for first place in the total score, the winner will be the tied Proposer with the lowest proposed fees. If both proposed fees are equal the Trustees will select the winner by a coin toss in the presence of both parties and managed by the Trustees. The tied Proposers will be required to agree to the coin toss procedure in writing before the toss.

8.08 Intent of Technical Proposal It is the Trustees’ position that this project delivery method is of a highly collaborative nature and will require the successful Proposer to work closely with the Architect and the Trustees during the Phases 1 and 2 to deliver high quality Projects on time and within the Construction Budgets. In order for the Trustees to evaluate the Proposer’s ability to meet the requirements of this Contract, Proposers shall submit their technical proposal for evaluation and scoring. The Trustees’ intend to evaluate the technical proposal to





determine the Proposer’s ability to successfully deliver the Project using the TO-CA Master Enabling Agreement for Multiple Projects project delivery method and score the technical proposal accordingly.

9.00 – TECHNICAL PROPOSAL REQUIREMENTS 9.01 Required Content of Technical Proposals In the RFQ, Proposers were selected based on their firm’s qualifications to work on this MEA. For the RFP

Proposers shall ensure that the Technical Proposals provide a comprehensive, but concise summary of their team’s qualifications and capabilities to satisfy the requirements of the RFP. Proposers shall adhere to the following organization in the Proposals by providing tabs for sections listed below as noted. Trustees may disqualify any Proposer who fails to provide all of the information described below.

No Tab - Introduction 0 POINTS • Cover Letter: Proposers shall provide a cover letter that:

◦ is signed by an individual authorized to contractually bind the Proposer, ◦ references the RFP and confirms that all elements of the RFP have been read and

understood, ◦ agrees to enter into design/preconstruction and construction contracts if selected, and ◦ certifies that all information in the RFP is accurate under penalty of perjury.

• Table of Contents

No Tab - Proposal Interview 70 POINTS The Proposer’s (GC/AE) Project team make-up and its ability to communicate and work effectively with the rest of the team is of critical importance to the Trustees. The interview described is an integral part of the evaluation process. The Proposers presentation should focus on the following: A. Introduction of the proposed staffing for the Projects. What qualities will each proposed

staff member bring to the team that will lend to the success of these Projects? B. The factors that differentiate the proposing team from the other teams that are proposing.

What make your firm uniquely qualified to perform these Projects? C. Descriptions by GC /AE staff persons of their previous successes and difficulties with

integration into and communications with previous project teams. D. Highlight any areas of the teams proposal that warrant the special attention of the

evaluation team, especially projects that the team has completed together in the local area that demonstrate their ability to successfully complete these projects.

E. Project related questions the Proposers team may have for the interview team.

Tab 1 - Project Organization, Personnel Experience 80 POINTS Provide information for the organization of the Project staff that will be used to successfully deliver these Projects. Define the key personnel of each team, and how the team will be managed, the decision-making process, and the qualifications of the key personnel. At minimum, include the following:

A. Project Organization – Provide an organization chart that defines the Project management and staffing plan: key personnel for the entire team, both the contractor and the architect, and their consultants, for the preconstruction and construction phases of the Projects and include: 1. A narrative of how the staff will function during each of the respective phases and any

personnel change for the two phases. 2. Each position within the Project organization and the role and responsibilities of the

individuals. 3. Provide a listing of all anticipated project staffing. As part of this listing provide a line

item breakdown matrix of the anticipated hours each staff member will contribute, based on the identified projects, and the total hours for each category of services as listed on the fee proposal form.



4. Provide a schedule of all proposed staff billable rates for use as needed for additional services. Reasonableness of the rates shall be part of the evaluation criteria for this section. This will constitute Exhibit B-Hourly Rate Schedule of the MEA Agreement.

B. Personnel Experience – provide résumés demonstrating the qualifications of the key personnel defined on the organization chart for this Project, and omitting personal information such as home address, phone and e-mail address. Key personnel are defined as, but not limited to the following; GC and AE President/Vice President/Principal In-Charge, GC and AE Project Manager, Project Planner, Project Engineer, Construction Project Manager, GC and AE Design Phase Project Manager, General Superintendent, Construction Superintendent, Field Superintendent, Field Engineer, Safety Manager, and Quality Manager. Résumés shall include but not be limited to: 1. Experience on Projects of similar size, scope, complexity and budget. 2. Experience with alternative Project delivery methods where collaboration during the

design phase with the Architect is demonstrated. 3. Professional certifications and technical expertise. 4. Provide a matrix indicating which key personnel have worked together on previous

projects, and list the project information including owner contact information.

C. In-House Capabilities – Identify those trades and specialty licenses held by the company and describe how they benefit these Projects.

D. For each individual, indicate the length of employment with the GC and AE firms.

Tab 2 - Project Approach 60 POINTS Provide your firm’s approach and work plan for the design and preconstruction phase and for the construction phase of the Project. Indicate a clear understanding of the objectives of this Contract and include at a minimum: A. Design and Preconstruction Phase Services

Provide a narrative describing your firm’s approach to be used for this phase and include: 1. The approach to review and develop the design and construction documents with the

Trustees and the Proposer’s design Architect, 2. Your process to confirm the Project budget is sufficient to construct the Project.

Describe how design target budgets will be established and monitored. 3. How the Proposer will participate in: scope definition; design; design review;

constructability review; estimating; value engineering; scheduling and phasing; construction methods; materials; equipment and systems; recommendation of alternative materials and/or methods to meet the intent of the Trustees and Architect’s design, and maximize Project budget.

5. The process for developing bid packages to define distinct trade packages and provide a competitive bid environment with logical scopes of work.

6. Provide a quality control plan for this phase and include the following at minimum: a. Process to identify constructability issues. b. Process for reviewing the coordination of building system design, and

coordination of tolerances in trade contractors work. 7. Describe your process for prequalifying trade contractors based on a point system so

that the highest scoring trade contractors will be included in the bidding pool. 8. Describe which trades are candidates for design-assist or design-build on these

Projects.

B. Construction Phase Services Provide a narrative describing your firm’s approach to be used for this phase and include the following at minimum: 1. Administration of the schedule to verify that all trade contractors are performing

expeditiously, in an economical manner and provide problem resolution.





2. Preconstruction conferences to verify that the trade contractors are familiar with the scope of work and process required for the coordination of inspections, field testing, shop drawing approval, and submittal approval as related to their scope of work.

3. Provide a Quality Control plan for this phase and include the following: a. The process and key personnel that will be tasked with the review and

coordination of all submittals/shop drawings prior to submitting to the Trustees for review.

b. The process and key personnel that will be tasked with assessing the craftsmanship/workmanship by all trades and verify that all materials installed are per the approved submittals and shop drawings.

c. The process that will link the constructability, value engineering and cost control management processes from the design and preconstruction phase to the construction phase for a seamless flow from design to construction between the trades and as coordinated by the Proposer.

Tab 3- Project Schedule and Plan 50 POINTS Provide an outline schedule illustrating how the Proposer intends to manage a typical Design/Build Project that includes the following at minimum: A. A critical path Project schedule that integrates critical design, preconstruction and

construction activities.

B. Illustrate an understanding of this Contract and CSU processes, required Project approvals, and durations for design reviews.

The Project Schedule and Plan shall show the Proposer understands the overall process and sequencing of activities starting at the beginning of design and preconstruction through the end of construction. These activities may include such items as: scope review and determination, design and contract documents, estimating, Seismic Review Board and Mechanical Review Board recommendations, bidding, lump sum submittal, and construction.

Tab 4-Bonus Points for DVBE Incentive 3 POINTS The Proposer shall achieve three percent (3%) DVBE participation in its construction phase agreement. The Trustees shall assign up to three bonus points for the DVBE incentive if the proposer stipulates that they shall realize certain DVBE participation during the construction phase. If Proposer stipulates 6.0% or better, Trustees will award three bonus points; 5.0%-5.99%, two bonus points, 4.0-4.99%, one bonus point. During construction the Proposer shall submit documentation of the DVBE percentage participation to the Trustees for review and approval. If by the end of construction the Proposer does not realize the DVBE percentage identified in their technical proposal, the Trustees shall assess a penalty and deduct it from the construction phase agreement Amount. See Rider B-Scope of Work for more information.

Tab 5 – Exceptions/Clarifications 0 POINTS Proposer must list any exceptions or clarifications to the RFP on an item-by-item basis and cross-reference them with the RFP document. If there are no exceptions or clarifications, the Proposer must expressly state that no exceptions or clarifications are taken.

Separate Submittal- Fee Proposal Form and Breakdown 80 POINTS Proposer shall submit the contents described in RFP 10.01 as part of the Fee Proposal, not the Technical Proposal.

Total Maximum Technical Points 343 TOTAL POSSIBLE POINTS

10.00 – FEE PROPOSAL REQUIREMENTS 10.01 Requirements for the Evaluation of the Fee Proposal



For evaluation purposes, Proposers shall enter into the Fee Proposal Form: fees as both a percentage and dollar value for all categories on the fee proposal form. The Trustees have assigned 80 points to the Fee Proposal Breakdown and Form, the cost component of this RFP.

No minimum volume of preconstruction or construction services are implied or guaranteed.

Provide: 1. Phase 1, Task Order Fees will include design, preconstruction services, and trade bidding as required by

this RFP. 2. Phase 2, Construction Agreement Fees will include site management fee/construction phase services,

contractor payment and performance bonds, subcontractor payment and performance bonds (this will be a Contractor allowance), and construction overhead and profit.

3. The Trustees shall base all fees on the Direct Construction Cost for each project delivery (D/B or CM) from RFP 3.01.

10.02 Contents of Fee Proposal Package Submittal The Proposer shall provide a fee proposal package as part of the selection process. The fee proposal package submitted shall contain the following documents: 1. Fee Proposal Form (Use form included in RFP) 2. Certification (Form #702.03) 3. Noncollusion Declaration (Form #701.05) 4. Small Business Preference and Certification Request (Form #701.09) 5. Certification of Appropriate License and California Company (Form #701.08) 6. Bid Proposal Form Signature Page (Form #701.06)

10.03 Fee Proposal Form (see Appendix 1 for actual form) The Fee Proposal form includes tables similar to that in the following section 2. Refer to RFP 13.01, Classification of Project Costs (Table A) and 13.02, Design Fee Allocation Matrix (Table B), for a description of preconstruction and construction phase costs in each category of fees listed herein. The Budgeted Direct Construction Cost is identified in Project Description, RFP 3.01.

In the event of an inconsistency in the math on the Fee Proposal form, the individual fee percentages shall govern over the fee in dollars, and the fee in dollars shall be recalculated. All math on the Fee Proposal Form will be checked by the University before award.

1. Fee Proposal Breakdown Proposers are asked to propose fees for the projects in the following manner: a. Design Fees (for design-build projects only)

(1) Include: (a) Full design services fees for architect, engineers, consultants, design-build and/or design

assist trade contractors, and others. (b) Proposed design fee shall include, but is not limited to, the fees for designing the elements

listed as “included in Proposal” in RFP 13.02, Table B. (c) Design-Builder will be allowed to include design fees in the direct cost of the Work for the

trades, and engineering indicated as “Included in Direct Cost” in RFP 13.02, Table B. Design fees not listed in this manner are to be included in the proposal.

(d) Complete the design criteria that was started and submitted in this RFP, and use it as a starting point and basis for detailed final design effort.

(e) Design-Builder Design and Preconstruction Phase Services including estimating, scheduling, constructability, and other preconstruction services for Design-Builder, subcontractor consultants and others, as described herein.

(f) Overhead and profit on design services. Task Order for Design Services and the Phase 2 Design-Build Contract.

http://www.calstate.edu/cpdc/cm/forms/bid/bd_certification.doc

http://www.calstate.edu/cpdc/cm/forms/bid/bd_noncollusion_declaration.doc

http://www.calstate.edu/cpdc/cm/forms/bid/bd_small_business_preference.doc

http://www.calstate.edu/cpdc/cm/forms/bid/bd_certificate_of_appropriate_license_ca_co.doc

http://www.calstate.edu/cpdc/cm/forms/bid/bd_bid_proposal_form_signature_page.doc





(g) Include design fees associated with both the Phase 1 Task Order for Design Services and the Phase 2 Design-Build Contract.

(2) Propose as a percentage and lump sum for the Projects identified in each category. (3) Contract Amount will be the proposed lump sum amount, allocating 65% to the Phase I Design

Services agreement (including design development), and 35% to the Phase 2 Design-Build Contract.

(4) Payment will be based on percent of completion of the required scope of Work, in accordance with the payment schedule included in the Contract.

b. Preconstruction Services Fee (for CM only) The Preconstruction Services agreement fee amount shall be the lump sum amount as proposed. It is subject to adjustment for cause as allowed herein and agreed in advance by the Trustees. It is not subject to adjustment due solely to inflation or bid costs over or under the Budgeted Direct Construction Cost, as amended.

c. Construction Agreement (1) For Design Build Only

The Construction Agreement contract amounts shall be the lump sum, which is the sum of the Actual Direct Construction Cost as bid, plus: the Contractor’s proposed site management fee, 35% of the design fee, as agreed upon by the Trustees for each project, the Contractor’s contingency, the Contractor’s overhead and profit as proposed in the RFP, and 100% payment and performance bonds in the full awarded contract amount for each construction award as proposed.

(2) For Construction Manager Only The Construction Agreement contract amounts shall be the lump sum, which is the sum of the Actual Direct Construction Cost as bid, plus: the Contractor’s proposed site management fee as agreed upon by the Trustees for each project, the Contractor’s contingency, the Contractor’s overhead and profit as proposed in the RFP, and 100% payment and performance bonds in the full awarded contract amount for each construction award as proposed.

d. Overhead and Profit (for DB and CM) If the Actual Direct Construction Cost portion of the lump sum is greater than or equal to the Project Budgeted Direct Construction Cost, as amended, the Contractor’s OH&P shall be the proposed percentage for OH&P multiplied by the Project Budgeted Direct Construction Cost, as amended. If the Contractor’s Actual Direct Construction Cost portion of the lump sum is less than the Project Budgeted Direct Construction Cost, the Contractor’s OH&P shall be the proposed percentage for OH&P multiplied by the Actual Direct Construction Cost.

e. Site Management Fee/Construction Phase Services for construction of the Project (for DB and CM) The Site Management Fee shall be the lump sum as proposed. It is subject to adjustment for cause as allowed herein and agreed in advance by the Trustees. It is not subject to adjustment due solely to inflation or cost over or under the Budgeted Direct Construction Cost, as amended. (1) Includes site management services defined in RFP 13.01, Table A. Includes all staff and

facilities located at the construction site to manage the construction of the Project. Does not include overhead and profit.

(2) Propose as a lump sum to complete the work within the construction schedule included in the RFP. Show staffing levels and hours as part of technical proposal.

(3) Contract Amount shall be the proposed amount which may be adjusted for cause during the schematic phase.

(4) Payment will be based on percentage of completion of the construction work. (5) The terms “Construction Phase Services” and “Site Management Fee” are synonymous when

describing this category of fees.

f. Payment and Performance Bonds for the Proposer (1) Include the cost of the Proposer’s payment and performance bonds.



(2) Propose as a percentage of the Direct Construction Cost Budget and calculate a lump sum for scoring purposes. (Bonds rates are usually quoted on the contract bottom line, but Proposer is asked to convert to effective rate applied to Direct Cost of the Work.)

(3) Contract will be the proposed percentage on the Actual Value of Direct Construction Cost, up to the limit of the Budget.

(4) Payment will be made when the bonds are presented, and adjusted to actual cost at contract closeout.

g. Subcontractor Performance Insurance or Bonds (1) Include the cost of subcontractor payment and performance bonds or insurance. (2) Propose as a percentage, to be converted to a lump sum contractor allowance. (3) Payment will be based on the actual cost of this protection up to the amount proposed.

h. Overhead and Profit, per RFP 13.01, Table A. (1) Includes Proposer’s overhead and profit on Direct Construction Cost, and insurance. (2) Propose as a percentage of Direct Cost, and calculate a lump sum based on the Budget. (3) Contract Amount shall be a lump sum based on the Budget that is agreed by the Trustees during

Phase 1. Overhead and profit will not be reduced due to bid savings, nor increased for over-bids.

(4) Payment will be based on the percentage of construction work completed.

Fees shall be shown in percentages and dollar amounts. Refer to RFP 13.01, Classification of Project Costs (Table A), for a description of construction phase costs in each category of fees listed herein, and RFP 13.02, Design Fee Allocation Matrix (Table B) for Design Fee costs to be included. The Budgeted Direct Construction Cost is identified in (Project) Description, RFP 3.01.

2. Fee Proposal Evaluation Worksheets by Project Delivery Type and Cost Following are six Fee Proposal Evaluation Worksheets, which shall be completed by the Campus and the Proposer as follows:

1. Campus to enter the assumed total for direct construction cost for each delivery type and project size. The total of all direct construction cost categories shall equal the maximum amount that is specified in RFP 3.01. If campus does not have any projects for a delivery type and project size, enter zero into the worksheet for the total direct construction cost and N/A in all of the fee (% and $) cells.

2. Proposer to enter proposed fee for each delivery type and project size. The Proposed % Fee will be used for each Project in the TO-CA MEA to determine the actual fee.

3. Proposer to multiply the Proposed Fee % by the Direct Construction Cost, and enter the resulting Total Evaluation Fee in $ for each category of delivery type and project size.

The following Fee Proposal Evaluation Worksheets will be included in the Fee Proposal Form distributed to all Proposers, along with the Fee Proposal Calculation Worksheet in RFP 10.04. The successful proposer’s Fee Proposal Evaluation Worksheets will be included in the TO-CA MEA contract as Exhibit A, Fee Schedule.

(Continue on to next page)





a. Design-Build Projects: Proposers fill out the following fee proposal evaluation worksheets for Design-

Build projects.

Table DB1 D/B Projects less than $1,000,000.01 Direct Construction Cost for D/B Projects — $1,000,000.00 or less (sum from RFP 3.01) <insert $0.00>

Line Fees Total Evaluation Fee (%)

Total Evaluation Fee ($)

A Phase 1, Task Order Fees (to include design, preconstruction services, and trade bidding as required by RFP)

A1 Design Fee (DB only) 0.00% $0.00 B Phase 2, Construction Agreement (D/B

B1 Site Management Fee / Construction Phase Services 0.00% $0.00 B2 Contractor Payment and Performance Bonds 0.00% $0.00 B3 Subcontractor Payment and Performance Bonds

(Contractor Allowance) 0.00% $0.00

B4 Construction Phase Overhead and Profit 0.00% $0.00 DB1 Total Fees (A1 + B1 + B2 + B3 + B4) 0.00% $0.00

Table DB2 D/B Projects from $1,000,000.01 to $3,000,000.00

Direct Construction Cost for D/B Projects — $1,000,000.01 to $3,000,000.00 (sum from RFP 3.01) <insert $0.00>




A1 Design Fee (DB only) 0.00% $0.00 B Phase 2, Construction Agreement (D/B and CM)




Table DB3 D/B Projects from $3,000,000.01 to $7,000,000.00

Direct Construction Cost for D/B Projects — $3,000,000.01 to $7,000,000.00 (sum from RFP 3.01) <insert $0.00>











b. CM at Risk Projects: Proposers fill out the following fee proposal evaluation worksheets for the CM at Risk projects.

Table CM1 CM Projects less than $1,000,000.01 Direct Construction Cost for CM Projects — $1,000,000.00 or less (sum from RFP 3.01) <insert $0.00>



A Phase 1, Task Order Fees — to include preconstruction services and trade bidding as required by RFP

A1 Preconstruction Services Fee (CM only) 0.00% $0.00 B Phase 2, Construction Agreement (CM)



B4 Construction Phase Overhead and Profit 0.00% $0.00 CM1 Total Fees (A1 + B1 + B2 + B3 + B4) 0.00% $0.00

Table CM2 CM Projects from $1,000,000.01 to $3,000,000.00 Direct Construction Cost for CM Projects — $1,000,000.01 to $3,000,000.00 (sum from RFP 3.01) <insert $0.00>





















10.04 Fee Proposal Calculation Worksheet by Project Delivery and Cost Campus will take the Total Fees from above Fee Proposal Evaluation Worksheets, and insert in Fee Proposal Calculation Worksheet below.

Fee Proposal Calculation Worksheet

Table Overhead and Profit Total Fee in Dollars

DB1 D/B Projects - $1,000,000.00 or less $

DB2 D/B Projects - $1,000,000.01 to $3,000,000.00 $

DB3 D/B Projects - $3,000,000.01 to $7,000,000.00 $

CM1 CM Projects - $1,000,000.00 or less $

CM2 CM Projects - $1,000,000.01 to $3,000,000.00 $

CM3 CM Projects - $3,000,000.01 to $7,000,000.00 $

Total Fees (From Fee Proposal Evaluation Worksheets, enter amounts from Total Fees—Lines DB1, DB2, DB3, CM1, CM2, and CM3. The Trustees will record the Total Fees in Dollars taken from this row for each Proposer on the Trustees’ Abstract of Bids.)

$

#1 Is Proposer claiming the Small Business Preference? (circle one) Yes No (If Proposer circles ‘Yes’ and submits the Small Business Preference Form No. 701.09, the Trustees will grant Proposer a bid preference of 5% of the lowest fee score as recorded on the Abstract of Bids, up to $50,000.)

Fees will be scored in direct relation to their variance from the lowest fee based on the average fee. The lowest Total Fee will receive the maximum score of 80 points. For example:

Proposed Total

Fee in $


% Variation = Variation from Lowest Fee $/Average Total Fee

$


80 points Fee Score

$1,500,000 $1.5M-$1.1M=$.4M $.4M / $1.3M=30% 80 x 30%=24 80-24 = 56

$1,300,000 $1.3M-$1.1M=$.2M $.2M / $1.3M=15% 80 x 15%=12 80-12 = 68

$1,100,000 $1.1M-$1.1M=$0M $0M / $1.3M=0% 80 x 0%=0 80-0 = 80


11.00 – AWARD / MISCELLANEOUS The Trustees will award a TO-CA MEA to the highest scoring Proposer. This Proposer will be informed in a timely manner, and should be prepared to commence Work immediately following the execution of the TO-CA MEA and receipt of the Notice to Proceed for the TO-CA MEA. Failure to execute the Agreement within the timeframe identified in the Project Schedule shall be sufficient cause for voiding the award. Failure to comply with other requirements within the set time shall constitute failure to execute the Agreement. In the event a Contract Award is unsuccessful with the first-selected Proposer, the Trustees may award a Contract to the second-highest scoring Proposer.

11.01 Non-Binding This RFP and/or the interview process shall in no way be deemed to create a binding contract or agreement of any kind between the Trustees and the Proposers.

11.02 Irregularities The Trustees reserve the right to reject any or all proposals, to cancel the Project, to alter the selection process in any way, to postpone the selection process for its own convenience at any time, and to waive any defects in the RFP.



11.03 Rejection of Proposal The Trustees may reject any or all proposals and may waive any immaterial deviation in a proposal. The Trustees’ waiver of an immaterial defect shall in no way modify the RFP documents or excuse the Proposer from full compliance with the specifications if awarded the contract.

11.04 Disposition of the Proposals Proposals become the property of the Trustees. The information contained in all proposals shall be held confidential to the extent permitted by law, except that the Total Fee Percentage, separately submitted as part of the Fee Proposal Package of each proposal, shall be publicly opened and read after the Total Quality Points have been tabulated and published. Proposals will become public upon execution of the Contract between the Trustees and the successful Proposer. All materials, ideas, and formats submitted in response to this RFP will become the property of the Trustees upon receipt and may be returned only at the Trustees’ option.

11.05 Cancellation While it is the intent of the Trustees to award to the successful Proposer, this solicitation does not obligate the Trustees to enter into an agreement for design and preconstruction services or the construction contract. The Trustees reserve the right to cancel this RFP at any time, in the best interest of the Trustees. No obligation, either expressed or implied, exists on the part of the Trustees to make an award or to pay any costs incurred in the preparation or submission of a proposal in response to this RFP.

12.00 This section is deleted.

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13.00 – CLASSIFICATION OF PROJECT COSTS AND DESIGN FEE ALLOCATION MATRIX

13.01 – CLASSIFICATION OF PROJECT COSTS (Table A) — Page 1 of 4

In the following, Table A, the Trustees indicate the appropriate category for preconstruction and construction phase costs and fees.

TABLE A, CLASSIFICATION OF PROJECT COSTS

Project Jobsite Staff

Direct Cost of Work


Phase Svcs

Overhead & Profit

Paid by Owner

1 Project Manager X 2 Project Superintendent X

3A Project Engineer X 3B Architect’s Staff X 3C Architect’s consultants’ staff X 4 Scheduling Engineer X 5 Field Engineer X 6 Drafting & Detailing X 7 As-Built drawings and specifications X 8 Field Accountant X 9 Time Keeper X

10 Secretarial X 11 Clerk/ Typist X 12 Independent Surveyor X 13 Job Assigned Safety &. E.E.O. Officer X 14 Jobsite Laborer & Runner X 15 Fringe Benefits for Staff X 16 Vacation Time for Staff X 17 Sick Leave for Staff X 18 Subsistence for Staff X 19 Bonuses for Staff X

Cost of the Work 1 Wages of Construction Labor X 2 Labor Fringe Benefits & Burden X 3 Subcontract Costs X 4 Material X 5 Equipment X 6 Small Tools – Purchase X 7 Small Tools – Rental X 8 Warranty Work & Coordination X 9 Protection of installed work X

10 Corrective Work damaged by Contractor or his subs, unless covered by insurance X

11 Corrective Work Non-Conforming with Specs X




Job Site Temporary Facilities Direct Cost of Work


Phase Svcs

Overhead & Profit

Paid by Owner

1 Contractor Office Trailers X 2 Office Trailers - Inspectors / Owners X 3 Storage Trailer & Tool Shed X 4 Office Furniture & Equipment X 5 Copy machine & Printer X 6 Postage/UPS/FedEx X 7 Project Photographs X 8 Temporary Toilets X 9 Project Sign X 10 Scaffolding X 11 Temporary Fencing & Enclosures X 12 Covered Walkways X 13 Barricades X 14 Temporary Stairs X 15 Opening Protection X 16 Safety Railing & Nets X 17 Drinking Water/Cooler/Cup X 18 Safety/First Aid Supplies X 19 Fire Fighting Equipment X 20 Security Guards X 21 Watchman Service (Day or Night) X

General Requirements - Temporary Utilities And Cleaning 1 Telephone Installation X 2 Telephone Monthly Charges X 3 Electric Power Installation X 4 Electric Power Dist. Wiring X

5 Construction Electric Power Monthly Charges / Allowance X

6 Construction Water Service – Installation X

7 Construction Water Service - Monthly Costs / Allowance X

8 Heating & Cooling Costs X 9 Light Bulbs & Misc. Supplies X 10 Periodic Job Site Clean-Up X 11 Final Clean X 12 Dump Permits & Fees X 13 Trash Removal & Hauling X 14 Flagman & Traffic Control X 15 Dust Control X 16 SWPP Installation & Maintenance X 17 SWPP Inspection X 18 Temporary Road Construction X 19 Temporary Road Maintenance X 20 Trash Chute & Hopper X





Note: The General Contractor and Subcontractor bond premiums shall be as proposed per RFP 10.03.


Indirect and Miscellaneous Costs Direct Cost of Work


Phase Svcs

Overhead & Profit

Paid by Owner

1 Bond premium for Contractor’s bonds See Note

below

2 Insurance premium for Contractor. See Contract General Conditions. X

3 Bond premium for trade contractor bonds / Allowance

See Note below

4 Insurance premium for trade contractors. See Contract General Conditions. X

5 Premium for Builders Risk Insurance for major capital outlay projects (Owner provided.) X

6 Premium for Builders Risk Insurance for minor capital outlay projects (If Contractor provides.) X

7 Insurance deductible by Contractor or trade contractor X

8 Printing plans and specifications X 9 Initial Soils Investigation X

10 Testing and Inspection X 11 Maintenance after occupancy X

12 Facility operator training by Contractor or trade contractor X

13 Fees- Plan Check X 14 Fees- Building Permit X 15 Fees- Sidewalk Permit X 16 Fees- Water Connection Permit X 17 Fees- Water Meter X 18 Fees- Sanitary Sewer X 19 Fees- Storm Drain X 20 Fees- Gas Service X 21 Fees- Power Service X 22 Fees- Curb & Gutter permit X 23 Fees- Sign X 24 Elevator Inspection and Permits X

25 Fees, assessments, licenses, inspections required for Construction X

26 Business Licenses and Fees X




Hoisting Direct Cost of Work


Phase Svcs

Overhead & Profit

Paid by Owner

1 Hoist & Tower Rental X 2 Hoist Landing & Fronts X 3 Hoist Operator X 4 Hoist Material Skips/ Hoppers X 5 Erect & Dismantle Cranes and Hoists X 6 Crane Rental X 7 Crane Operators X 8 Crane Raising/ Jumping Costs X 9 Temporary Elevator Rental X

10 Elevator Operation Costs X 11 Cage Rider at Elevator X 12 Forklift Rental X 13 Forklift Operator X 14 Safety Inspections X 15 Fuel, Repairs, Maintenance, Service X

Main Office

1 Corporate Executives X 2 Principal in Charge X 3 Operation Manager X 4 Project Executive X 5 Estimating X 6 Value Engineering X 7 Scheduling X 8 Drafting and Detailing X 9 Purchasing & Writing Contracts X

10 Accounting & Bookkeeping X 11 Safety & E.E.O Officer X 12 Secretarial X 13 Clerk/Typist X 14 Computer/Data Processing X 15 Legal - General and Pertaining to Project X 16 Travel & Subsistence X 17 Fringe Benefits & Burden X 18 Vacation Time/Main Office X 19 Bonuses/Main Office X

End of RFP 13.01, Table A

(Continue onto RFP 13.02, Table B, on next page)





13.02 – DESIGN FEE ALLOCATION MATRIX (Table B) — Page 1 of 2 Table “B” shall be used for design build projects only. [Campus must customize to describe services needed.] In the following Table B, the Trustees indicate the appropriate cost category for certain design fees. Fees not listed are to be included in Contractor’s proposal.

TABLE B, DESIGN FEE ALLOCATION MATRIX

Item Design Element Include

in Proposal


Owner Allowance

Paid by Owner

1 Architectural X 2 Structural X 3 Mechanical X 4 Electrical X 5 Plumbing X 6 Data and Tel-com design and coordination X 7 Data and Tel-com Equipment Selection X 8 AV Design (Conference Rooms) X 9 Interior Design X

10 Not Used 11 Lighting (for scope not completed per appendix) X 12 Code Analysis X 13 Not Used

14 Distributed Antenna System and Two Way Communications design and rough-in coordination.

X

15 Distributed Antenna System and Two Way Communications system design and installation X

16 Fire Protection X 17 Fire Alarm X 18 Security - Access Control/CCTV X 19 Curtain Wall Systems NA 20 Pre-Engineered Pipe Systems X 21 Seismic Bracing X 22 Pre-Engineered Products X 23 Manufacturer's Proprietary Eng X

24 Modular workstation conceptual design and move coordination – by Phase Six (see Appendix 9) X

25 Steelcase modular workstation final Design, installation documents, and specifications. X

26 Elevator Design Coordination and engineering (see appendix for elevator design completed) X

27 Landscape & Irrigation X

28 IT termination at workstations (port assignments by CSU) X

29 FFE Design Coordination X 30 FFE Selection X

13.02 – DESIGN FEE ALLOCATION MATRIX (Table B) — Page 2 of 2



Item Design Element Include

in Proposal


Owner Allowance

Paid by Owner

31 Energy Modeling (Title 24) X 32 BMS Controls X X 33 OFOI Equipment X 34 Commissioning Agent - Enhanced for LEED X 35 Commissioning Coordination X 36 Foundation Structural Design NA 37 Dewatering System Engineering X 38 Not Used 39 Not Used 40 Not Used

End of RFP 13.02, Table B

-End of Request for Proposals-

II-PF3

FEE PROPOSAL FORM FOR

TASK ORDER-CONSTRUCTION AGREEMENT FOR MULTIPLE PROJECTS —MASTER ENABLING AGREEMENT

Construction Management [% Fee] 700.05 TO-CA.% 2/17

BID SOLICITATION NUMBER {#} {CAMPUS}

{Campus Street Address} {City, State Zip}

To the Trustees of the California State University, on behalf of the State of California (hereinafter called the Trustees):

The undersigned Proposer hereby offers to furnish design-build or construction manager at risk services under the Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement (TO-CA MEA). For each project awarded under the TO-CA MEA, the selected Proposer may provide design and preconstruction phase services and all labor, materials, tools, equipment, apparatus, facilities, transportation, and permits for the construction, in accordance with all the requirements of the Request for Proposals. The undersigned Proposer hereby agrees to enter into Contract for the work described in the Request for Proposals if this proposal is accepted by the Trustees. The Proposer agrees that the fees as proposed herein and as part of the RFP will be for the duration of the TO-CA MEA, as described in the Request for Proposals.

The Not-to-Exceed Budget for this TO-CA MEA is ${Insert campus number not to exceed $20,000,000}. Direct Construction Cost Budget for DB Projects = ${Campus insert Budget number}. Direct Construction Cost Budget for CM Projects = ${Campus insert Budget number}.

Proposers shall complete the information in the following: • Fee Proposal Evaluation Worksheets • Fee Proposal Calculation Worksheet.

Reference the Request for Proposals (RFP), Section 13, Table A-Classification of Project Costs for a description of construction phase costs in each category of fees, and Table B-Design Fee Allocation Matrix.

On the following pages are six proposal evaluation worksheets for which the Trustees are requesting Proposer to enter its proposed fees in percentages and dollars for: (1) the Design-Build and CM at Risk delivery methods, and (2) project size. Proposer shall enter its proposed fee in percentages into the Total Evaluation Fee (%) column for each line item on each of the Fee Proposal Evaluation Worksheets. Proposer will then multiply the Total Evaluation Fee (%) by the Direct Construction Cost, as provided in each of the Fee Proposal Evaluation Worksheets, and enter the resulting Total Evaluation Fee ($) for each line item in each of the Fee Proposal Evaluation Worksheets. The Trustees will include the successful Proposer’s Fee Proposal Evaluation Worksheets in the TO-CA MEA as Exhibit A, Fee Schedule. Once the TO-CA MEA is awarded, the Trustees will use Proposer’s Proposed Fee Percentage to determine the actual fee amount for each Project awarded under the TO-CA MEA.

The Fee Proposal amounts are to be stated in figures only and are representative of the amounts proposed for entire Contract Work, including all applicable taxes. The Total Fees and Project Budgets indicated herein are for proposal and award purposes only, and are not indicative of the actual awards or contract value. Any alteration, erasure, or change must be clearly indicated and initialed by the Proposer. The Trustees reserve the right to reject any and all proposals and to waive any irregularities.

The construction agreement Contract amounts for each Project under the TO-CA MEA shall be the Lump Sum price or GMP, which is the sum of the Actual Direct Construction Cost as bid, plus the line items listed in the Fee Proposal Evaluation Worksheets, as proposed by the contractor and agreed upon by the Trustees for each Project.

SPECIFY THE NUMBER OF EACH ADDENDUM YOU HAVE RECEIVED ON THE LINE BELOW.


Exhibit A, Fee Schedule Agreement No.

PROPOSER’S NAME:

Fee Proposal Form for Task Order-Construction Agreement — Master Enabling Agreement <Campus Name>,<Bid Solicitation No.> Page 2 of 4 pages

1. Design-Build Projects: Proposers fill out the following fee proposal evaluation worksheets for Design-Build projects.

Table DB1 D/B Projects less than $1,000,000.01 Direct Construction Cost for D/B Projects — $1,000,000.00 or less (sum from RFP 3.01) <insert $0.00>




A1 Design Fee (DB only) 0.00% $0.00 B Phase 2, Construction Agreement (D/B




Table DB2 D/B Projects from $1,000,000.01 to $3,000,000.00 Direct Construction Cost for D/B Projects — $1,000,000.01 to $3,000,000.00 (sum from RFP 3.01) <insert $0.00>








Table DB3 D/B Projects from $3,000,000.01 to $7,000,000.00 Direct Construction Cost for D/B Projects — $3,000,000.01 to $7,000,000.00 (sum from RFP 3.01) <insert $0.00>










PROPOSER’S NAME:


2. CM at Risk Projects: Proposers fill out the following fee proposal evaluation worksheets for the CM at Risk projects.

Table CM1 CM Projects less than $1,000,000.01 Direct Construction Cost for CM Projects — $1,000,000.00 or less (sum from RFP 3.01) <insert $0.00>
















Table CM3 CM Projects from $3,000,000.01 to $7,000,000.00 Direct Construction Cost for CM Projects — $3,000,000.01 to $7,000,000.00 s (sum from RFP 3.01)

<insert $0.00>










PROPOSER’S NAME:


Fee Proposal Calculation Worksheet by Project Delivery and Cost Proposer to take the Total Fees from above Fee Proposal Evaluation Worksheets, and insert in Fee Proposal Calculation Worksheet below.

Fee Proposal Calculation Worksheet Table Overhead and Profit Total Fee in Dollars

DB1 D/B Projects - $1,000,000.00 or less $

DB2 D/B Projects - $1,000,000.01 to $3,000,000.00 $

DB3 D/B Projects - $3,000,000.01 to $7,000,000.00 $

CM1 CM Projects - $1,000,000.00 or less $

CM2 CM Projects - $1,000,000.01 to $3,000,000.00 $

CM3 CM Projects - $3,000,000.01 to $7,000,000.00 $ Total Fees (From Fee Proposal Evaluation Worksheets, enter amounts from Total Fees—Lines DB1, DB2, DB3, CM1, CM2, and CM3. The Trustees will record the Total Fees in Dollars taken from this row for each Proposer on the Trustees’ Abstract of Bids.)

$

#1 Is Proposer claiming the Small Business Preference? (circle one) Yes No (If Proposer circles ‘Yes’ and submits the Small Business Preference Form No. 701.09, the Trustees will grant Proposer a bid preference of 5% of the lowest fee score as recorded on the Abstract of Bids, up to $50,000.)

Scoring of Fees Fees will be scored in direct relation to their variance from the lowest fee based on the average fee. The lowest Total Fee will receive the maximum score of 80 points. For example:

Proposed Total

Fee in $

Variation from Lowest Fee= Proposed Fee $-Lowest Fee

$

% Variation = Variation from Lowest Fee $/Average Total Fee

$


80 points Fee Score

$1,500,000 $1.5M-$1.1M=$.4M $.4M / $1.3M=30% 80 x 30%=24 80-24 = 56

$1,300,000 $1.3M-$1.1M=$.2M $.2M / $1.3M=15% 80 x 15%=12 80-12 = 68

$1,100,000 $1.1M-$1.1M=$0M $0M / $1.3M=0% 80 x 0%=0 80-0 = 80


In the event of an inconsistency in the math on the Fee Proposal form, the individual fee percentages shall govern over the fee in dollars, and the fee in dollars shall be recalculated. The Trustees will check all math on the Fee Proposal Form before award.

This Proposal is subject to the provisions contained in the Contract General Conditions and the RFP, and Proposer agrees that failure to comply with the conditions thereof shall be basis for rejection of this bid.

The Trustees require the successful proposer to achieve three percent (3%) DVBE participation in contracting construction projects as established in the Request for Proposals. {University shall describe the DVBE incentive herein} Once the selected Proposer begins the competitive bidding selection of the Trade Contractors, the selected Proposer shall contact the Trustees' DVBE Advocate at {telephone no., e-mail address}. If awarded incentive points for exceeding the maximum three (3) percent participation, and selected Proposer fails to achieve the incentive amount of participation penalty will be assessed as described in the Request for Proposals.

The bid must be submitted on this Fee Proposal Form, completely filled out, and in a sealed envelope provided by the Trustees, and delivered to {place of bid opening}, at {Campus}, before {time} on {date}, or it will be disregarded. Only bids from prequalified contractors with a current {type} license will be accepted.

Bidder’s security is NOT required for the preconstruction phase of this project. However, for the construction phase portion of the project, 100% performance and payment bonds will be required (see the Contract General Conditions).

End of Fee Proposal Form

[2-year, % Fee]

Construction Mgmt.701.01.TO-CA.% - 2/17

1 Company 1 205 $1,300,000 N/A 0% $0 $1,300,000 $55,000 4.3% 3.42 76.58 281.58 3

2 Company 2 220 $1,295,000 SB 5% $50,000 $1,245,000 $0 0.0% 0.00 80.00 300.00 2

3 Company 3 185 $1,325,000 N/A 0% $0 $1,325,000 $80,000 6.2% 4.98 75.02 260.02 4

4 Company 4 235 $1,275,000 N/A 0% $0 $1,275,000 $30,000 2.3% 1.87 78.13 313.13 1Lowest Fee $1,245,000

Average Fee $1,286,250Maximum Possible Fee Score 80

Maximum Possible Technical Score 263Maximum Possible Final Score 343

In signing below, I certify that this is a true calculation of the technical proposal scores and fee proposal scores.

Recorder: Name, Title, Signature Date Announcer: Name, Title, Signature Date

DVBE Participation is scored in Technical Proposal.

Line

ENTER DATA into orange cells. (Delete sample data shown.)

Fee Score(= Maximum Possible Fee

score- Pts to

Deduct from Max. Poss. Fee Score)

Rank (Proposer

with highest Total

Score is selected)

Variation from Lowest Fee

(= Adjusted Total Fee in $

- Lowest Fee)

Proposed Total Fee in $

(enter Total Fees from Fee Proposal


Adjusted Total Fee in $

(= Proposed Total Fee in $

- SB Preference)

% Variation (= Variation from

Lowest Fee/ Average Fee)

Points to Deduct from

Maximum Possible

Fee Score(= % Variation

* Maximum Possible Fee

Score)

Yellow cells are the SCORES. Scores below zero are shown as zero.

Claiming Small Business

Preference(enter SB (Small Bus.), NS (Non-Small Bus.),

or N/A)

Small Business

Preference(enter 5% if requesting

preference or 0% if no

preference requested)

Small Business

Preference (= 5% of

lowest Proposed Total Fee in $, NTE $50,000)

CampusAddress

Phone: ; Fax: ; E-Mail:

Notes for Recorder/Announcer:

Blue & yellow fields are calculated.

Total Score

(= Technical Proposal

Scoreplus Fee Score)

TASK ORDER-CONSTRUCTION AGREEMENT FOR MULTIPLE PROJECTS MASTER ENABLING AGREEMENT

ABSTRACT OF FEE PROPOSALSREQUEST FOR PROPOSALS {Bid Solicitation #}

Fee Proposal Opening: December 16, 2016 at 2:00 p.m.

Proposer Name

Technical Proposal

Score(Maximum

= 263)

II-PF4

SERVICE PROVIDER SERVICE AGREEMENT f3-18-16 TRUSTEES (ORIGINATOR)

Task Order-Construction Agreement—Master Enabling Agreement [Percentage Fee] Revised February, 2017

Task Order-Construction Agreement for Multiple Projects— Master Enabling Agreement This AGREEMENT is made and entered into this this [Day] day of [Month], [Year], pursuant to the Public

Contract Code 10700, et seq., by and between the Trustees of the California State University on behalf of Campus, hereafter referred to as Trustees, Agreement No.: Amendment No.: CSU Vendor ID No.:

California State University Lorem Ipsum 123456 123456 123456 and Service Provider, hereafter referred to as Service Provider.

CSLB License No.: DIR Public Wks Reg No.: Ipsum Lorem Service Provider, Inc.

123456 123456

WITNESSETH: That the Service Provider in consideration of the statements and conditions herein contained, agrees to furnish labor, materials, and equipment and to perform work necessary to complete, in a skillful manner, the following: 1) The Service Provider shall provide the services described in the Request for Proposals for the Task Order-Construction

Agreement for Multiple Projects — Master Enabling Agreement, consisting of [number (#)] pages, which by this reference is incorporated herein and made part of this Agreement for projects located at above-named Campus.

2) The Service Provider shall provide such services as more fully described in the following Riders and Exhibits, which by this reference are incorporated herein and made part of this Agreement:

Rider A Agreement General Provisions, consisting of four (4) pages; Rider B Scope of Work, consisting of [Number] pages; Exhibit A Fee Schedule, consisting of [Number] pages; Exhibit B Hourly Rate Schedule, consisting of [Number] pages.

3) The term shall begin once University Counsel has fully executed this Agreement, and shall end two years thereafter. Work elements started during the term shall continue to their completion and acceptance by the Trustees.

4) The Service Provider shall not perform services in excess of the Agreement as authorized by individual Task Order without prior written authorization to proceed from the Trustees’ Representative.

5) Service Provider shall report to [Name of Project Administrator]. The Trustees may designate an alternate contact for administration of individual Task Orders.

6) The basic services amount to be expended under this Agreement shall not exceed [Twenty Million Dollars ($20,000,000.00)]. Issuance of Task Orders is not guaranteed, and the maximum cumulative contract amount budgeted for services may not be achieved. Payment shall be made in accordance with Riders A and B, and Exhibits A and B.

Trustees of the California State University Service Provider Campus

California State University Lorem Ipsum Firm Name

Ipsum Lorem Service Provider, Inc. By (Trustees’ Authorized Signature) By (Authorized Signature)

Printed Name and Title of Person Signing John Smith, Campus Representative

Printed Name and Title of Person Signing Jack Smith, Service Provider Authorized Signatory

Address of Campus Project Administrator 99999 Lorem Ipsum Drive, Ipsum, CA 99999

Address of Service Provider 11111 Ipsum Lorem Drive, Lorem CA 11111

SCO Acct Data: N/A

Fund *

Sub Fund *

Agency *

Yr. *

Ref/Item *

Category *

Program *

Element *

Component *

Chapter *

Fiscal Yr. *

Legal Ref. *

Fund Name N/A

PS Account *

PS Fund *

PS Dept. ID *

PS Program *

PS Class *

PS Project/Grant *

Amount Encumbered N/A

I hereby certify upon my personal knowledge that budgeted funds are available for the period and purpose of the expenditures stated above.*

Amount of Increase N/A

*Trustees’ Accounting Officer will certify funding for each Task Order and Construction Agreement.

Signature of Trustees’ Accounting Officer Amount of Decrease

N/A I hereby certify that I have examined the written Agreement and find the same to be in accordance with the requirements of California State University Contract Law. FRAMROZE M. VIRJEE, General Counsel

Total Amount Encumbered N/A

By Trustees’ Attorney [Name]

Date This Agreement may be executed in counterparts, all of which taken together shall constitute one and the same Agreement. The exchange of copies of this Agreement by electronic mail in “portable document format” (“.PDF”) form or by other similar electronic means shall constitute effective execution and delivery of this Agreement and shall have the same effect as copies executed and delivered with original signatures.



Rider A - Agreement General Provisions

1. Service Provider Relationship. Service Provider, in the performance of this Agreement, is an independent contractor and is not an employee, agent, or officer of the Trustees.

2. Payments. a. Trustees agree to pay for the services and materials to be furnished by Service Provider as provided by

this Agreement. Payment in arrears shall be made upon Service Provider’s completion of the services required by this Agreement to the satisfaction of the Trustees and upon Service Provider’s submission of billings as shall be prescribed by the Trustees.

b. Trustees shall make payment to Service Provider in accordance with the schedule of payments below. As all of the phases described below may not exist on a simplified Project, the Trustees’ may approve condensed multiple payments into one phase, as appropriate and reflective of the actual Scope of Work. End of Schematic Design Phase, 20% of the task order amount End of Preliminary Design, 20% of the task order amount End of Construction Documents, 50% of the task order amount End of Trade Contractor Bidding Phase and

Agreement on lump sum price or GMP, 10% of the task order amount.

3. Services. Trustees may issue a written order with respect to the services to be performed under this Agreement at any time before the completion of the services. Trustees shall pay Service Provider an amount for such services as provided in this Agreement, or if not so provided, Trustees shall pay Service Provider a reasonable amount, which shall be agreed upon by the parties.

4. Service Provider shall not utilize any information, not a matter of public record, which is received by reason of this Agreement, for pecuniary gain not contemplated by the terms of this Agreement, regardless of whether Service Provider is or is not under contract at the time such gain is realized (Education Code Section 89006).

5. Ownership. The report, survey, or other product developed by Service Provider pursuant to this Agreement is the property of Trustees, and shall not be disseminated to others by Service Provider unless authorized by Trustees.

6. Termination for Convenience. Trustees may terminate this Agreement upon a three (3) business-day advance written notice to Service Provider. In the event of such termination, Service Provider shall be paid only for the work satisfactorily completed.

7. Termination for Cause. Trustees may terminate this Agreement for cause should Service Provider fail to perform as herein provided. In the event of such termination, Trustees shall be relieved of the obligation to make any payment to Service Provider and Trustees may proceed by other means with the work in any manner the Trustees deem proper.

8. Indemnification. The Service Provider agrees to hold harmless, defend, and indemnify the State of California, the Trustees of the California State University, the University, and the officers, employees representatives, and agents of each of them from any and all claims, damages, losses, causes of action and demands, and all costs and expenses incurred in connection therewith, including, but not limited to, attorneys’ fees and costs resulting from or in any manner arising out of or in connection with any negligent act or omission or willful misconduct on the part of the Service Provider, its officers, agents, and employees, in the performance of this Agreement. This provision shall survive the expiration or termination of this Agreement.

9. Insurance Provisions. The Service Provider shall not commence work until the Trustees have received evidence of the insurance required in this section and approved it. Service Provider shall obtain the following policies and coverage. The insurance furnished by the Service Provider under this section shall provide coverage in amounts not less than the following, unless a different amount is stated in Exhibit A, Scope of Work Description:




a. Comprehensive or Commercial Form General Liability Insurance: On an occurrence basis, cover work done or to be done by or on behalf of the Service Provider and shall provide insurance coverage for bodily injury, personal injury, property damage, and contractual liability. The aggregate limit shall apply separately to the work. Limits of Liability: $2,000,000 General Aggregate $1,000,000 Each Claim - combined single limit for bodily injury and property damage.

b. Business Automobile Liability Insurance: On an occurrence basis, cover owned, scheduled, hired, and non-owned automobiles used by or on behalf of the Service Provider and shall provide insurance coverage for bodily injury, property damage, and contractual liability. Use Insurance Service Office (ISO) Form Number CA 0001 covering any automobile. Limits of Liability: $1,000,000 Each Accident - combined single limit for bodily injury and property damage.

c. Workers’ Compensation Insurance: This insurance shall include Employers Liability limits of $1,000,000 and other limits required under California law.

d. Professional Liability Insurance: Professional liability (errors and omissions) insurance on an occurrence basis is preferred, covering work done or to be done by or on behalf of the Service Provider and providing insurance for professional liability in the amount of $1,000,000 each occurrence. The Service Provider shall obtain and maintain professional liability insurance on a claims-made basis for no less than $1,000,000 each claim and $2,000,000 annual aggregate, and certification of coverage shall be submitted to the Trustees upon signing of this Agreement. If the total contract amount exceeds $1,000,000 the Service Provider shall renew and keep such insurance in effect for at least ten (10) years after the recordation of the notice of completion.

Insurers shall be authorized in the State of California to transact insurance and shall hold a current A.M. Best’s rating of no less than A: VII or alternatively a carrier acceptable to the Trustees. Verification of coverage shall be provided as follows: a. The Service Provider shall submit to the Trustees copies of certificates of insurance and endorsements

to the policies of insurance required by the Agreement as evidence of the insurance coverage. b. The scope of coverage shall be shown on the certificate of insurance. c. The Service Provider shall provide written notice of cancellation of coverage within thirty (30) days to

the Trustees. d. The Service Provider shall notify the Trustees in writing of any material change in insurance coverage. e. Renewal certifications shall be timely filed by the Service Provider for coverage until the work is accepted

as complete. Insurance policies except for Workers Compensation and Professional Liability insurance shall contain, or be endorsed to contain, the following provisions: a. For the general and automobile liability policies, the State of California, the Trustees of the California

State University, the University, their officers, employees, representatives, volunteers, and agents shall be covered as additional insureds.

b. For claims related to the work, the Service Provider’s insurance coverage shall be primary insurance as respects the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents. Insurance or self-insurance maintained by the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents shall be in excess of the Service Provider’s insurance and shall not contribute with it.

c. The State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents shall not by reason of their inclusion as additional insureds incur liability to the insurance carriers for payment of premiums for such insurance.




Additional Insurance Provisions a. Any deductible under any policy of insurance required in this section shall be the Service Provider‘s

liability. b. Acceptance of certificates of insurance by the Trustees shall not limit the Service Provider’s liability

under the Agreement. c. The Service Provider’s obligations to obtain and maintain required insurance are non-delegable duties

under this Agreement. 10. Personal Eligibility Certification. If the Service Provider is a natural person, the Service Provider certifies by

signing this Agreement that s/he is a citizen or national of the United States or otherwise qualified to receive public benefits under the Personal Responsibility and Work Opportunity Reconciliation Act of 1996 (P.L. 104- 193; 110 STAT. 2105, 2268-69), State of California Governor’s Executive Order W-135-96. Corporate Eligibility Certification. If the Service Provider is a corporation, the Service Provider certifies and declares by signing this Agreement that it is eligible to contract with the State of California pursuant to the California Taxpayer and Shareholder Protection Act of 2003 (Public Contract Code Section 10286, et seq.).

11. Nondiscrimination. In the performance of this Agreement the Service Provider and its consultants shall not deny the Agreement’s benefits nor shall they discriminate unlawfully against any person on the basis of religion, color, ethnic group identification, sex, actual or perceived gender identity, age, physical or mental disability, medical condition, marital status, or age (over 40). Additionally, the Service Provider and its consultants shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination as well.

a. Service Provider shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12900, et seq.), the regulations promulgated thereunder (California Code of Regulations, Title 2, Sections 7285.0, et seq.), and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Government Code Sections 11135-11139.5).

b. Service Provider shall permit access by representatives of the California Department of Fair Employment and Housing and the Trustees upon reasonable notice at times during normal business hours with at least 24 hours’ notice, to its books, records, accounts, other sources of information, and its facilities as the Department or Trustees shall require to ascertain compliance with this Agreement.

c. Service Provider and its consultants/subcontractors shall give written notice of their obligations under

this Agreement to labor organizations with which they have a collective bargaining or other agreement.

d. Service Provider shall include the nondiscrimination and compliance provisions of this Agreement in subcontracts to perform work under the Agreement (Government Code Sections 12990, 11135, et seq., Title 2, California Code of Regulations, Section 11105)

12. Drug Free Workplace Certification. The Service Provider hereby certifies compliance with Government Code Sections 8355, 8356, and 8357 in matters relating to providing a drug-free workplace. In accordance with Government Code Section 8355, the Service Provider shall: a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation,

possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations;

b. Establish a Drug-Free Awareness Program to inform employees about all of the following: 1. The dangers of drug abuse in the workplace, 2. The Service Provider’s policy of maintaining a drug-free workplace, 3. Any available counseling, rehabilitation, and employee assistance programs, and 4. Penalties that may be imposed upon employees for drug abuse violations;

c. Require that each employee engaged in the performance of the Agreement be given a copy of the statement required by subpart A, and require that each employee, as a condition of employment on the Agreement, agree to abide by the terms of the statement.




13. Disabled Veteran Business Enterprise. Responsive to direction from the State Legislature (Public Contract Code Section 10115, et seq.), the Trustees are seeking to increase the statewide participation of disabled veteran business enterprises in contract awards. To this end, Service Provider shall inform the Trustees of any contractual arrangements with consultants or suppliers that are certified disabled veteran business enterprises.

14. Assignment. Service Provider shall not assign benefits or delegate duties under this Agreement in whole or in part, nor assign any moneys due or to become due hereunder without the written consent of Trustees.

15. Successors. The provisions of this Agreement shall extend to and be binding upon and inure to the benefit of the heirs, executors, administrators, successors, and assigns to the parties hereto.

16. Notice. Notice for either party may be served by delivering it in writing to the party or by depositing it in a U.S. mail deposit box with postage fully prepaid addressed as shown within the information block of the Agreement page. Nothing herein shall preclude the giving of notice by personal service.

17. Audit. If the Agreement exceeds $10,000, the contracting parties shall be subject to the examination and audit of the State Auditor of the State of California and the California State University Auditor for a period of three years after final payment under the Agreement. This examination and audit shall be confined to those matters connected with the performance of this Agreement, including, but not limited to, the cost of administering this Agreement (Government Code Section 8546.7).

18. DIR Registration. In accordance with Labor Code Section 1720, et seq., the Service Provider shall register with the Department of Industrial Relations (DIR) for this project and pay at least the prevailing wages on services/work aspects where a prevailing wage applies. Such services and/or work aspects include, but are not limited to, the Service Provider or its sub-consultant’s provision of geotechnical studies, potholing involving digging, site surveying and/or construction IOR services as defined by the DIR.

19. Agreement Changes. Alteration or variation of the terms of this Agreement shall not be valid unless made in writing and signed and dated by the parties. Oral representations, understandings, or writings not expressly incorporated in the Agreement are void. Unless identified within Exhibit A, Scope of Work under a separate sub-heading entitled ‘Modifications to Agreement’, it is the intent of the Trustees to use the standard published form of this Agreement and Rider A without modification. The Agreement and Rider A shall not be modified without review and concurrence by CSU Office of General Counsel.

-End of Rider A-

Note to Campuses: be sure to provide information where needed Agreement No. <Agreemt #> (see red brackets in headers, check total page no. in footer, and section 2.1.). <Legal Name of Service Provider>

[% Fee] Page 1 of 12 pages Revised February, 2017

Rider B - Scope of Work

1.0 Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement 1.1 General The Task Order-Construction Agreement for Multiple Projects—Master Enabling Agreement (TO-CA MEA) uses

both a Design-Build project delivery method, under which the Design-Builder contracts directly with the design professional, and/or as required, a Construction Manager project delivery method, under which the Trustees contract directly with the design professionals (AE). The University will specify in each Task Order Request whether the Project delivery method is Design-Build or Construction Manager.

1.2 Contract Documents by Delivery Method The Contract General Conditions differ based on the delivery method; following are the two project delivery methods and the respective versions of the Contract General Conditions and Supplementary General Conditions. A. Design-Build Projects:

1. Contract General Conditions for Collaborative Design-Build Major Projects 2. Supplementary General Conditions to Contract General Conditions for Collaborative Design-Build Major

Projects (for use with TO-CA MEA only) 3. If the University specifies in a Task Order Request that a Project’s delivery shall be Design-Build , delete

and replace all references to “Service Provider”, or “Contractor” in all task orders and construction agreements with “Design-Builder”.

B. Construction Manager Projects: 1. Contract General Conditions for Construction Manager at Risk with Guaranteed Maximum Price Projects 2. Supplementary General Conditions to Contract General Conditions for Construction Manager at Risk with

Guaranteed Maximum Price Projects (for use with TO-CA MEA only) 3. For Construction Manager projects, the preconstruction and construction contract documents shall be

further modified as follows: a. The Architect and/or Design Consultants (AE) under contract to the Service Provider shall not be used

for that project, except as specified in the Task Order. The Architect or specialty consultants under contract to the Trustees will be responsible for the design of the project, as specified in the Task Order Request.

b. Where specified in the Contract Documents for the Service Provider to: (1) Collaborate and work with the Trustees on design, constructability, schedule, estimates, and

incorporation of Trustees’ input, the Service Provider shall do so, collaborating with the Trustees and the Trustees’ AE.

(2) Manage the Services Provider’s team; it shall be understood that the CM shall manage the preconstruction and construction process and collaborate with the Trustees and the Trustees’ AE to deliver a successful project.

(3) Develop the design and construction documents; or perform the technical design of the Project, and correct design errors, i.e. elements shown and/or designed incorrectly; or shall be responsible for interpretation of design issues, it shall be understood that these responsibilities shall be performed by the AE under contract to the Trustees with collaboration by the Service Provider to provide all other specified functions.

(4) Revise the Service Provider and Contractor Warranty and Eligible Uses of Contingency in all places to a Construction Manager Warranty by eliminating the following provision and its associated responsibilities: “Design Errors, work elements or components shown and/or designed incorrectly” which shall become the responsibility of the Trustees and the Trustees’ AE.

c. If the University specifies in a Task Order Request that a Project’ delivery shall be Construction Manager, delete and replace all references to “Service Provider”, or “Contractor” or “Design-Builder” in all task orders and construction agreements and replace with “Construction Manager”.

Agreement No. <Agreemt #> <Legal Name of Service Provider > Rider B, Scope of Work [% Fee] Page 2 of 12 pages


All Task Order services not specifically identified herein will vary based on delivery method and shall remain the responsibility of the Service Provider and Contractor.

1.3 Post TO-CA MEA Award Requirements After Trustees award the TO-CA MEA, and prior to bidding the first Project, the Service Provider shall assemble a

team of subcontractors as follows: A. The Service Provider shall advertise each Project, or type of projects the trades required for each Project, and

the prequalification and bonding requirements for each trade. B. Service Provider shall prequalify all potential subcontractors for all required trades based on a point system,

and include the highest scoring subcontractors in the bidding pool for subsequent projects, as agreed upon by the Service Provider and Trustees. Minimum subcontractor prequalification criteria are contained in the Trustees’ trade prequalification documents at http://www.calstate.edu/cpdc/cm/task-order-construction-agreement-for-multiple-projects.shtml.

C. Service Provider may advertise and prequalify additional subcontractors and add them to the bidding pool as required for subsequent projects.

D. If Service Provider desires to self-perform any portion(s) of the work, it must competitively bid against the other selected subcontractor(s) during the project bid phase.

E. Once Service Provider lists trade contractors for a Project, the provisions of the Subletting and Subcontracting Fair Practices Act contained in Public Contract Code sections 4100 et seq. would apply to any proposed substitution of trade contractors/subcontractors.

1.4 Task Order Documents A. Task Order Request.

The Trustees will initiate each project by issuing a Task Order Request. The services requested on each Task Order Request may vary depending on the Project and the Trustees’ needs. The Task Order Request shall contain the following: 1. Design narrative description for a Minor Project (total Project budget of $<insert current minor cap limit>

or less). 2. Design criteria documents for a Major Project (total Project budget of $<insert current major cap limit> or

more). 3. Project Budget (not to exceed $7,000,000 in total Project costs). 4. Project Schedule including preconstruction and construction milestone dates. 5. The determination of the Project delivery as Design-Build or Construction Manager. 6. Preconstruction and design services for the Project per the RFP and as detailed herein.

B. Task Order Proposal. After meeting with the Trustees to further define Project scope, the Service Provider shall submit a Task Order Proposal to the Trustees, which shall contain: 1. Service Provider’s proposed design phase fees, based on the RFP proposed rates. 2. Service Provider’s proposed preconstruction services fees, based on proposed rates. 3. Proposed milestone project schedule including preconstruction and construction phases. 4. Service Provider’s description of project scope if there is any variance from the Task Order Request. 5. Proposed project budget updated to reflect proposed scope and the Service Provider’s opinion of cost. 6. Service Provider shall not receive added mark-up on its consulting AE fees. If the Trustees find the Service Provider’s Task Order Proposal acceptable, a Task Order will be executed for design and preconstruction services for that project.

C. Task Order. Service Provider will perform the design and preconstruction services as detailed by the Trustees in the Task Order. Service Provider shall:



Agreement No. <Agreemt #> <Legal Name of Service Provider>

Rider B, Scope of Work [% Fee] Page 3 of 12 pages


1. Meet with Trustees to collaborate on design and to document project scope as the design develops. 2. Provide estimates as required during the design phase to update the budget and keep the Trustees informed

about expected construction costs. 3. Meet with the Trustees to assure budget and schedule parameters are met. 4. Provide constructability input as required to conform to the TO-CA MEA requirements. Manage the Service

Provider team to assure that all appropriate input, including that from the Trustees, is incorporated into the Construction Documents.

5. Assess the site to assure that all necessary site surveys and investigations have been performed to mitigate potential unforeseen site conditions.

6. Perform pursuant to Contract warranty requirements. For a Design-Build Task Order, the Construction Agreements will be Design-Build to the extent that

change orders will be limited to unforeseen site conditions, Trustees or Regulatory Agency changes, or change in scope, as specified in the Contract General Conditions.

For a Construction Manager Task Order, the warranty requirement, “Design Errors, work elements or components shown and/or designed incorrectly”, will be removed from the warranty, and all costs related to design errors shall be the Trustees, as it is the AE’s responsibility.

7. Upon completion of the Construction Documents and regulatory plan checks, coordinate and obtain the building permit from the Trustees, and from other agencies as required.

1.5 Bidding Trades—Lump Sum Construction Proposal/Construction Agreement/Project Completion A. Bidding Trades—Lump Sum Price Construction Proposal

After the Trustees provide the Service Provider a Project approval to bid, the Service Provider will bid the Project to the previously prequalified pool of subcontractors and award to the lowest bidders, as agreed upon by the Trustees. Following the determination of low bid subcontrators, the Service Provider will submit a Lump Sum Price Construction Proposal, and if acceptable, the Trustees will issue a Construction Agreement for the work and proceed to construction. If the Design-Build Agreement is based on a GMP, a contract change order shall convert the contract to a lump sum. If the final trade bids result in a project savings the change order will adjust the GMP to that final Lump Sum amount. The Design-Builder / General Contractor shall be responsible for any GMP cost overruns. The Lump Sum Price or GMP Construction Proposal is based on the following, and these shall be detailed in the subsequent Construction Agreement: 1. Low bid lump sum prices for all trade contractor bids. 2. Service Provider Lump Sum Price site management fee based on proposed hourly rates and as proposed. 3. Service Provider’s proposed level of DVBE participation. 4. Service Provider Lump Sum Price OH&P based on the proposed percentage of Direct Construction Cost as

proposed in the RFP. 5. Service Provider and/or Trustees’ Allowances as required, and as approved by the Trustees. 6. Contingency as specified in the Contingency Schedule, and approved by the Trustees. 7. Project specific, 100% payment and performance bonds. In the event that the Trustees elect not to proceed with the Construction Agreement for the Project, the Service Provider will still earn preconstruction fees for that Project.

B. Construction Agreement The Service Provider shall sign the Project Construction Agreement and return it, along with the required insurance and bonds, to the Trustees within ten (10) calendar days of written intent to accept the Lump Sum Price or GMP Construction Proposal. No agreement shall be binding upon the Trustees until it has been executed by the Proposer and the Trustees and approved by the Trustees’ attorney appointed according to law and authorized to represent the Trustees (Public Contract Code section 10820). If the Trustees and the Service Provider do not agree upon a Lump Sum Price or GMP, the Trustees will not award the Project Construction Agreement to the Service Provider. In that event, the Trustees may award the construction phase through other means which could include going out to public bidding or may take other recourse which could include canceling the Project or a portion of it.



C. Project Completion. When each Project is completed the Trustees will certify completion and file a Notice of Completion with the County Recorder.

2.0 GENERAL REQUIREMENTS During the term of the TO-CA MEA, the Trustees may issue individual Task Orders for the provision of preconstruction and/or professional services, and Construction Agreements for the construction of various projects on campus per the scope of services as described herein.

2.1 General Scope of Work <Insert: general scope of work for Minor projects, and specific scope of work for any Major projects.>

2.2 Task Orders The University shall develop a Task Order in consultation with the Service Provider, and in response to the Task

Order Request. Once the University and Service Provider agree to scope and fee, the University shall present a Task Order to the Service Provider for signature.

Service Provider shall not commence performance of services prior to receipt of a fully executed Task Order and Notice to Proceed.

2.3 Standard Forms Standard forms and documents provided by the Trustees shall be used in providing services required by this

Agreement including, but not limited to invoices for services, and various construction management forms as may be required. Reference the Request for Proposals and CSU’s website, Sample Forms.

2.4 Extra Services Extra services require preauthorization, in writing, by the Trustees. When extra services are preauthorized, they

shall be provided by Service Provider and paid for by the Trustees as provided in Riders A and B, and the individual Task Order. Although the TO-CA MEA allows for the provision of extra services, the Trustees will usually issue additional Task Orders or Task Order Amendments for extra services.

2.5 Compensation A. The TO-CA MEA identifies the maximum cumulative amount that may be authorized for Preconstruction

Services. Individual Task Orders may be issued for any amount up to the balance available under this Agreement. Each Task Order shall identify the Service Provider’s fee for professional or preconstruction services to be rendered to the University. The University shall authorize work for each Task Order either on a lump sum or progress payment basis.

B. When hourly charges are to be used, they shall be as specified in the hourly rate schedule as proposed in response to the RFP. Prvide a schedule of all proposed staff billable rates for use as needed for additional services. Reasonableness of the rates shall be part of the evaluation criteria. The Trustees will incorporate the proposed Hourly Rate Schedule into the MEA agreement as Exhibit B.

2.6 Reimbursable Expenses Unless otherwise stated in the Task Order, in addition to the Service Provider’s fees for services, the Trustees will

reimburse certain Project-related expenditures. Service Provicer’s claims for reimbursable expenses shall reflect actual expenditures without a mark-up made by Service Provider, its employees, or its consultants working on the Project. The Service Provider shall document claims by providing appropriate billing and supporting receipts. Unless otherwise stated within an individual Task Order, the Trustees will pay reimbursable expenses as follows: A. Travel and Mileage:

Service Provider’s travel from its office to the Project site or to the CSU Chancellor's Office are not reimbursable. When pre-authorized in writing by the Trustees, other travel expenses in connection with the services provided in the Task Order shall be reimbursable. Travel reimbursement shall be limited to the amounts that would be authorized for employees of the California State University at the time of travel as

http://www.calstate.edu/cpdc/cm/forms/#construction




specified in the CSU Travel Procedures and Regulations. University will provide Service Provider this document upon request.

B. Reprographics as Deliverables: Reproduction of drawings, specifications, calculations, cost estimates, program analysis, photos, renderings, plots or similar reproductive instruments presented by the Service Provider as a deliverable to the Trustees is reimbursable.

C. Reprographics for Development of Deliverables: Reproduction for internal use by Service Provider and its consultants is not reimbursable.

D. Incidental Items: Incidental office supplies, letter postage, telephone calls, facsimile transmissions, computer use charges and similar attendant expenses are not reimbursable.

E. Reprographics for Plan Check Review: Reproduction of documents for submittals to review agencies (Division of the State Architect, plan checking firm, State Fire Marshal, etc.) is reimbursable.

F. Reprographics for Bidding: Reproduction of construction documents for bidding when pre-approved in writing by the campus project administrator is reimbursable. The Trustees encourage Service Provider to distribute bid documents electronically.

G. Package Delivery/Courier Services: Express package deliveries (USPS, FedEx, UPS or similar carriers) and judicious use of courier services for design deliverables to campus, plan review agencies, clarifications to Contractor inquiries (shop drawings, RFI responses), or similar actions to facilitate timely responses during the construction phase are reimbursable when pre-approved by the campus project administrator.

2.7 Construction Documents/Plans and Specifications Construction Documents/Plans and Specifications provided under this agreement for construction projects shall

be complete and accurate and shall give such direction as will enable any competent builder to carry them out (Public Contract Code section 10720).

2.8 Ownership and Use of Documents A. Service Provider agrees that designs, drawings, specifications, electronic equivalents and other technical data

produced in the performance of this Agreement shall become the property of the Trustees. The Trustees grant Service Provider the right to reuse aspects (i.e. details and design elements) of the design developed for this Project in other designs for other future projects including those with other clients.

B. Service Provider agrees that the Trustees shall have access at reasonable times to inspect and make copies of notes, designs, drawings, specifications, electronic files, calculations and other technical data pertaining to the work performed under this Agreement.

C. Use of Documents The Trustees retain the right to utilize documents prepared under this Agreement regardless of whether the Agreement is terminated or the project is suspended or abandoned. The Trustees may use these documents in the future for the same project, a modified version of it, or for one that is similar.

D. Reuse of Documents The Trustees’ reuse of the documents on another project without the approval of Service Provider relieves the Service Provider of liability resulting from their use.

3.0 PRECONSTRUCTION PHASE SERVICES 3.1 A. Services During Preconstruction Phase During the preconstruction phase the Service Provider shall:

• perform the services that are required by the Task Order, and



• work closely with the Trustees to bring best value to the Project, as defined by the Trustees. All preconstruction phase services are more fully described in the following sections. Service Provider shall only provide services required by each Task Order.

B. Preconstruction Agreement The Service Provider will be required to sign a Task Order with the Trustees to perform design and/or preconstruction services. The University will identify the amount of the Task Order agreement. A sample preconstruction services Task Order is included in the RFP Appendices. The Service Provider will sign and return the Task Order, along with the required submittals, to the Trustees within fourteen (14) calendar days of Trustees’ issuance of Task Order for signature. No Task Order shall be binding upon the Trustees until it has been executed by the Service Provider and the Trustees The Service Provider shall provide Preconstruction Phase insurance coverage in accordance with the Agreement General Provisions, Rider A.

3.2 Design A. Life Cycle Cost. Service Provider shall develop and review the design and construction documents, taking into account the

quality of the materials and equipment, to ensure the most efficient design and minimum life cycle cost. The Service Provider shall evaluate Life Cycle Cost and Value options including, but not limited to: building envelope, HVAC, and lighting. Service Provider shall develop/update and submit a Life Cycle Cost Analysis as a part of each design submittal if required by the Service Order.

B. Quality Building. Service Provider shall provide information, estimates, schemes, and make recommendations regarding construction materials, methods, systems, phasing, schedules, and costs, and shall participate in design decisions to provide the highest quality building within the budget and schedule.

C. Regulatory Approvals. Service Provider shall monitor all regulatory approvals required during the design phase.

D. Technical Design. The Service Provider shall perform the technical design of the Project, and correct design errors, i.e. elements shown and/or designed incorrectly. The Service Provider shall be responsible for the technical design, and for interpretation of design issues. These responsibilities shall be performed by the AE under contract to the Service Provider, unless specified to be a CM project when the AE will be under contract to the Trustees. The Service Provider shall coordinate and cooperate with the AE to assure that the drawings are coordinated, constructible, complete, and on budget, and shall be responsible for the work as indicated in the Construction Agreement Warranty.

E. Document Development. The Service Provider shall develop documents in accordance with the scope description in the Task Order Request and the Procedure Manual for CSU Capital Projects, found online at the following URL: http://www.calstate.edu/cpdc/ae/pro-serv-agree/documents/Procedure_Manual.pdf.

3.3 Cost Monitoring The Trustees require that the Service Provider monitor costs incurred for the Preconstruction Phase separately. At the request of the Trustees, the Service Provider may be required to provide a cost report supporting Preconstruction Phase costs incurred by the Service Provider. Should the Trustees determine that the Service Provider did not staff the Preconstruction Phase as represented by the Service Provider’s proposal the Trustees will be entitled to recover unsupported payments to the Service Provider.

3.4 Subcontractor Procurement — Design-Assist and Design-Build Trades The Service Provider shall recommend to the Trustees the most beneficial and appropriate method to procure the trade contractors required to construct the Project(s). Recommendations for trade contractor participation may include design-assist, design-build, competitive bids to the prequalified bidders on complete construction documents, or a combination of methods. Once the Trustees approve the recommended procurement methodology, the Service Provider shall prepare the necessary bid packages and procure the trade contractors. Service Provider shall structure trade contractor bid proposals to allow for independent design phase participation, and subsequent







construction phase participation if a Construction Agreement is awarded to the Service Provider. Service Provider shall include all design-assist and/or design-build trade contractor participation as part of the RFP response. The RFP Proposal shall include all preconstruction costs for the proposed design-assist or design-build trade contractors.

3.5 Project Phasing The Trustees may benefit from dividing the Project(s) construction into phasing components. Examples of possible phasing components are: demolition, hazardous material abatement, relocation of underground utilities, site preparation, separated buildings, interior finishes of shelled space, parking lots, and landscape. During design phase, the Service Provider shall identify and propose phasing components to the Trustees. The Trustees are not obligated to accept proposed phasing components or revise specified Project phases.

3.6 Project Phasing Documents Upon Trustees’ acceptance of the Service Provider-recommended construction phasing components, the Trustees will direct the Service Provider to provide documents to facilitate construction of the Project in accordance with the accepted phases, and the Service Provider will include the phases in the Lump Sum Construction Proposal submission to the Trustees indicating separate pricing, schedule, liquidated damages, and other conditions for each phase to allow each phase to be initiated, completed, and accepted in accordance with the Contract General Conditions. The Trustees may adjust the Service Provider Construction Phase Services-Site Management Fee based on the impact of accepted construction phases.

3.7 Proposed Project Schedule The Trustees may change the Proposed Project Schedule for construction during the design phase. The Service Provider is encouraged to suggest ways to save time or cost by phasing, re-sequencing the construction phase, or changing the construction durations. The Trustees will identify the schedule commitments in the Task Orders and Construction Agreements (if awarded). The Trustees may authorize construction components prior to acceptance of the Lump Sum Construction Proposal for construction of the entire Project.

3.8 Scheduling Service Provider shall develop the initial Project Schedule. Service Provider shall provide a Project Schedule during the Preconstruction Phase at each of the design milestones representing all tasks necessary to complete the Project within the Project durations as indicated in the Task Order. The Service Provider shall include the following in the schedule as appropriate: tasks by all parties, regulatory and Trustees’ approvals, Board of Trustees meeting dates (if required), sufficient periods of time for document review, campus activities affecting the Project, significant milestones, training, consultant selection, phasing, bidding, Notice to Proceed, construction duration and activities, occupancy milestone, commissioning, and an allowance for weather losses. The Service Provider shall update the schedule as necessary to reflect the current schedule and recent Project developments. Service Provider shall monitor all regulatory approvals required during the design and construction phase. The Service Provider shall develop the construction portion of the Project Schedule in sufficient detail to be used in trade contractor bidding. This schedule shall be reviewed with the University at all project meetings and updated by Service Provider at each submittal.

3.9 Identify Potential Risk Factors The Service Provider shall identify schedule or other Project risks, which are conditions or events that could negatively affect the Project scope, quality, schedule or cost. The Service Provider shall present the risk analysis in a risk matrix format when significant risks become apparent. Service Provider shall evaluate the risk to include severity of impact, probability of occurrence, and other factors as Service Provider deems appropriate and recommend ways to manage or mitigate each risk.

3.10 Schedule Risks Review The Service Provider shall review the Proposed Project Schedule, and notify the Trustees of potential schedule risks in the risk matrix. If warranted, Service Provider shall recommend modifications to the schedule that would expedite the Project Schedule based on normal production rates.



3.11 CEQA Mitigation Monitoring Mitigation Monitoring and Reporting Programs (MMRP), which are included in CEQA documentation if required in the RFP Appendices, provide a description of required mitigation measures associated with the Project(s). The Service Provider shall implement mitigation measures identified in the MMRP and/or in the Task Order Request. In addition, during the design phase of project(s), the Service Provider shall identify in the Project Schedule the specific timing related to the planning and implementing of these mitigation measures.

3.12 Constructability Review The Service Provider shall check the construction documents for design errors, completeness, coordination, ambiguities, and ability to bid, and make recommendations to the Trustees’ Representative. Service Provider shall perform constructability reviews continuously and issue constructability reports and comments at: 100% Schematic; 100% Design Development; and 95% Construction Documents, or as documented in the Task Order. Service Provider shall perform during the design and preconstruction services phases cognizant of the design-build warranty requirements in the Construction Agreement.

3.13 Cost Control Management As an initial task, the Service Provider shall review the Budgeted Direct Construction Cost and determine if it is sufficient to construct the Project. The Service Provider shall prepare a cost estimate and evaluate the estimate against the construction budget and recommend, if necessary, the appropriate action to avoid potential cost overruns. The Service Provider shall establish target values for the cost of each Project element to be used as a basis of design and cost monitoring. The Service Provider shall monitor the budget as compared to the Project scope through the preconstruction phase. If changes are suggested to the Project scope that may cause Project cost overruns Service Provider shall notify the Trustees in writing as part of the regular Project development meetings. If the estimate is above the Project budget, the Service Provider shall participate in value engineering to lower the Project cost to within the budget, and recommend the appropriate action to avoid potential cost overruns.

3.14 Construction Cost Estimates A. Form and Timing

The Service Provider shall provide full and complete estimates of the total construction cost of the Project, and summarize cost information in a CPDC form 2-7 format, as detailed in the Task Order. These estimates may occur at: 1. 100% Schematic Design. 2. 100% Preliminary Design. 3. 50% and 95% Construction Documents.

B. Contents Each cost estimate shall: 1. Be in a format acceptable to the Trustees (Uniformat, CSI or similar) as detailed in the Task Order. 2. Reflect the best professional estimate of actual costs anticipated. 3. Establish internal estimating allowances, consistent with good professional practice, appropriate to the

phase of development. Larger allowances are assumed held at early phases gradually diminishing to zero at completion of final cost estimate. Do not include a discrete line-item allowance for ‘contingency.’

4. Provide a line item adjustment for inflation to the bid date as appropriate to the project delivery schedule. Trustees’ authorization for Service Provider to proceed with the next step in the design process is contingent on the acceptance of the building cost estimates as compared to the Trustees’ Construction Budget. Refer to the design “Procedure Manual for CSU Capital Projects” (RFP–Appendices) for a description of the design documents at each phase.

3.15 Project Savings Project savings identified during design as part of the Service Provider value engineering process are owned by the Trustees. It is one of the collaborative responsibilities of the Service Provider to look for ways of reducing Project construction costs. Proposed cost reductions shall not reduce the Project program requirements, reduce




quality of materials or craftsmanship, increase life-cycle costs, negatively affect the architectural aesthetics or design intent, or adversely affect the Project completion.

3.16 Design Phase Investigation Work Service Provider shall access the type, quantity, and quality of the available information describing existing site conditions. If Service Provider requires additional information in order to develop complete Project scopes, the Service Provider shall make recommendations to the Trustees regarding supplemental site surveys. If the Trustees deem it necessary to investigate conditions at the Project site or have Project incidental construction work performed during the design phase of the Project, the Trustees will issue a limited scope Construction Agreement to the Service Provider, per the Contract General Conditions.

3.17 Develop Trade Contractor Bid Packages The Service Provider shall determine the number and make-up of the trade contractor bid packages, produce the Bid Packages, and obtain Trustees’ review and approval of the proposed trade contractor bid documents and trade contractor agreements. Reference section 3.4 of this Rider B. A. The Bid Packages shall incorporate the Service Provider’s subcontract agreement requirements, any Project

specific requirements such as site access and phasing, and the relevant sections of the Trustees’ bidding requirements and Contract General Conditions requirements such as DVBE, Small Business, assignment clauses, the Subletting and Subcontracting Fair Practices Act (PCC section 4100 et seq.), and Division One.

B. The Service Provider shall develop the most logical, competitive, seamless and distinct trade contractor bid packages with all scopes of work included in the packages. Include bid alternatives, as appropriate, (deductive or additive) in each trade contractor bid package to enable full utilization of the Project budget. Include the current Trustees’ Service Provider MEA Contract General Conditions in trade contractor bid packages. If required by the Task Order, the Service Provider shall develop Supplementary General Conditions (with the Trustees’ participation and subsequent approval) and include any special conditions in Division One, that address the trade contracts, schedule for trade contracts, and the responsibilities of all parties under the TO-CA MEA procurement method, where the Service Provider bids the Project elements and enters into contracts with the trade contractors. Include in the trade contractor bid packages that portion or subset of the initial Project Schedule that applies to that trade.

3.18 Contract General Conditions For the Construction Agreement, the Trustees will require the Service Provider to use the current, appropriate version of the Contract General Conditions in effect at the time the Service Provider solicits trade bids, or in effect at the time the Construction Agreement is issued.

3.19 Prequalify Trade Contractors The Service Provider shall prequalify its trade contractors (mechanical, electrical, plumbing and trades where the estimated cost of the trade work is greater than five percent (5%) of the Construction Budget) utilizing the CSU Trade Contractor Prequalification document (RFP-Appendices) or similar, and include any additional prequalification processes required by the Service Provider. Service Provider shall prequalify subcontractors using a point system for scoring the prequalification questionnaires, making the highest scoring subcontractors eligible to bid the subsequent TO-CA MEA projects. Once this process is completed, the Service Provider shall provide a list of prequalified trade contractors to the Trustees.

3.20 Minimum Bidding Pools The Service Provider shall obtain a minimum of three qualified trade contractor bids for each trade bid package, and solicit bids from the all of the members of each trade bid pool for the projects under the TO-CA MEA. If after soliciting bids from the trade bid pool for a specific project, Service Provider receives less than three bids, the Trustees may agree to the bids, or require Service Provider to obtain additional bids. The Service Provider may solicit bids only from trade bid pools, and in a manner most appropriate to obtain competitive trade bids.

3.21 DVBE Participation and Prevailing Wage Requirement The Trustees require the Service Provider to achieve a minimum of three percent (3%) DVBE participation for each individual Construction Agreement awarded under the TO-CA MEA. If Service Provider has elected to



implement the DVBE incentive then Service Provider is required to achieve the incentive amount of DVBE participation in addition to the three percent required DVBE participation for each Construction Agreement awarded under the TO-CA MEA. Final determination of DVBE participation attainment by the Service Provider shall be at the Trustees’ sole discretion. If the Service Provider meets or exceeds the proposed DVBE participation percentage amount for the entire TO-CA MEA at any time before the expiration of the initial Contract term, the Trustees may waive the DVBE participation requirement for subsequent Construction Agreements awarded. Service Provider shall continue to satisfy the DVBE participation requirement until the Trustees waive this requirement in writing. If the Service Provider received bonus points for the DVBE incentive in the scoring of its response to the Request for Proposals and does not realize the DVBE participation percentage identified for the incentive in its technical proposal for each Construction Agreement awarded under the TO-CA MEA, the Trustees shall assess a penalty of $50,000 per one percent shortfall, prorated, and deduct it from the Contract Amount due. The Service Provider shall include prevailing wage rates that are current when the Notice to Bidders is first distributed to the trade subcontractors for bidding each Project. Apprenticeship ratios shall be tracked for the entire TO-CA MEA contract, not for each individual Construction Agreement. Prevailing wage rates are available for downloading on DIR website at http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm.

3.22 Contractor Contingency The Service Provider shall include Project construction contingency in its Task Order fee proposal as indicated in the contingency schedule and as negotiated with the Trustees as part of the Task Order Request process. The Service Provider construction contingency shall be treated as an allowance. Uses of contingency shall be as approved by the Trustees, and as described in RFP 3.31. Any unused portion of the contingency shall be returned to the Trustees. Service Provider shall be responsible for any contingency overruns. The Service Provider shall not cause, or allow, the trade contractors to include any construction contingency or allowances in their bids, unless it is itemized as a Service Provider Allowance.

3.23 Bid Phase Services Once the Trustees have approved individual or multiple trade contractor bid packages, the Service Provider shall bid these packages competitively, complying with the applicable state statutes, using the current, appropriate Supplementary General Conditions and current, appropriate Contract General Conditions as agreed upon and approved by the Trustees. Bids may be in the form of lump sum, or best value for Design-Assist or Design-Build trades, as approved by the Trustees. If the Trustees and Service Provider mutually agree bid package bidding and award may be phased to accommodate project schedule.

3.24 Bid Advertisement When advertising to prequalify, assemble, and add to the TO-CA MEA bidding teams, the Service Provider shall issue a notice to bidders for the required trade bids, and in that notice provide that the Project is a public works Project, and as such is subject to prevailing rate wages in addition to Service Provider prequalification requirements. This notice may be placed electronically on the CSU CPDC website on the “PlanetBids CSU Public Solicitation Portal”. To access this web-based database, click on the link below. First the trades will need to register on these sites, and once registered, they will be able to search for projects bidding.

PlanetBids CSU Public Solicitation Portal.

3.25 Receive bids The Service Provider shall receive bids from trade contractors, and review the bids with the Trustees towards identifying the lowest responsible bidder for each trade, including alternatives for that trade. Trade bids may be normalized, and Service Provider shall review and confirm scope of work with trade contractors before the Lump Sum is submitted to the Trustees. Service Provider shall invite the Trustees’ representative to the bid openings and to participate in bid normalization.

http://www.dir.ca.gov/dlsr/DPreWageDetermination.htm

http://psp.planetbids.com/g/81563/




3.26 Submittal of Project Lump Sum Price or GMP A. The project Budgeted Direct Construction Cost is provided in the Task Order Request project description. The

Trustees may revise the project Budgeted Direct Construction Cost during the design phase. Upon bidding the Project and receiving all trade contractors’ bids, or prior to receiving all bids as approved by the Trustees, the Service Provider shall submit to the Trustees a Lump Sum Construction Proposal for the construction of the Project.

B. If the Design-Build Agreement is based on a GMP, a contract change order shall convert the contract to a lump sum price. If the final trade bids result in a project savings the change order will adjust the GMP to that final Lump Sum price amount. The Design-Builder / General Contractor shall be responsible for any GMP cost overruns.

C. If the Trustees accept the Service Provider’s Lump Sum Price Construction Proposal, the Trustees shall award a Construction Agreement to the Service Provider to construct the Project for the aggregate of the direct cost of the work, plus the Service Provider’s fee for Construction Phase Services and Overhead and Profit, as proposed in the RFP phase. Payment and performance bonds shall be written for the full amount of the Lump Sum Price or GMP Construction Proposal. The Service Provider’s overhead and profit shall be the proposed percentage for overhead and profit applied to the Actual Direct Construction Cost.

3.27 Service Provider Allowances For minor trades where the Service Provider may not have received a bid, when the Service Provider is self-performing work that was not competitively bid, or when bid normalization reveals necessary work that is not included in trade bids, the Service Provider may include allowances for the work per the Contract General Conditions. Allowances should not exceed 10% of the contract amount and shall be approved by the Trustees.

3.28 Trustees’ Allowances The Trustees may insert a Trustees’ Allowance into the Lump Sum agreement, or may keep it outside of the Lump Sum, whenever they have a scope of work that is indeterminate at the time of bidding. An example of a Trustees’ Allowance would be for the Service Provider or the Trustees to purchase an unspecified quantity of an item. The Trustees are responsible for the estimate on a Trustees’ Allowance. If included in the Lump Sum agreement, the Service Provider shall return unused portions of the Trustees Allowance to the Trustees with a credit change order.

3.29 Allowance Process The Service Provider shall carry both its allowances and Trustees’ allowances as directed by the Trustees, in its Schedule of Values as part of the Construction Budget, and the Service Provider will apply its fee for Overhead and Profit to them. Allowances shall only be used for their identified specific and discrete purpose. Allowance balances may not be used to make up deficits on other line items. The Trustees shall authorize use of Allowances with a Field Instruction and/or change order. The charges against either allowance shall consist of either time-and-material or Trustees-approved lump sum direct costs from trade contractors. These direct cost items shall have trade contractor mark-up in accordance with the Contract General Conditions; however, Service Provider will not be awarded additional fees on allowances. Upon completion of an allowance item, and if the allowance has not been fully expended, the Trustees shall process a credit change order for the unused balance of the allowance plus the Service Provider’s fee. If a Trustees’ Allowance is exceeded the Trustees shall process a change order to the Construction Agreement in accordance with the Contract General Conditions to compensate the Service Provider for the overrun.

3.30 Service Provider’s Contingency The Service Provider shall be allowed a Project contingency as negotiated with the Trustees based on Project size, type and complexity, and as suggested in the contingency schedule below. This contingency shall be used to pay costs as detailed herein. The use of the Service Provider’s contingency shall require approval by the Trustees, but no reasonable use shall be disallowed. The Service Provider shall pay the trade contractors in accordance with the Contract General Conditions for additional work paid for from the Service Provider’s contingency. Service Provider will not receive overhead and profit in accordance with Contract General Conditions Article 6 for work paid for from the Service Provider’s contingency. The Service Provider shall itemize the use of the contingency and account



for the contingency balance on a separate accounting accompanying the monthly payment request. Service Provider shall return the unused portion of the contingency to the Trustees less Service Provider’s percentage for overhead and profit. Contingency-eligible costs in excess of the contingency amount shall be borne by the Service Provider.

Contingency Schedule Project Size <$250,000 <$500,000 <$1,000,000 <$2,500,000 ≤$5,000,000 DB Projects 9% 8.5% 8% 7.5% 7% CM Projects 6% 5.5% 5% 4.5% 4%

3.31 Eligible uses of Contingency: The following are examples of eligible and ineligible uses of contingency and owner paid change orders: A. Design Errors, work elements or components shown and/or designed incorrectly. (DB warranty only) B. Re-work due to ambiguities or conflict in construction documents. (DB and CM warranty) C. Constructability, and coordination of construction tolerances between trade contractors. (DB and CM

warranty) D. Work shown or inferred on construction documents but missing from bid packages. (DB and CM warranty) E. Work shown or inferred in the construction documents, but not described to the extent that it is sufficient to

obtain competitive bids. (DB and CM warranty) F. Security personnel to control unexpected union picketing. (DB and CM warranty) F. Expenditures suggested by Service Provider and agreed to by Trustees for the benefit of the Project. (DB and

CM warranty)

3.32 Ineligible uses of Contingency: A. Additional Project management staff. B. Weather protection of work or materials for the benefit of subcontractors. C. Insurance co-pay (BRIP deductible co-pay) costs. D. Any item listed in Classification of Project Costs RFP Table A as Overhead & Profit or Construction Phase

Services.

3.33 Trustees’ responsibility for Change Order: A. Cost of work not shown or inferred in the construction documents. B. Trustees requested changes or additional work. C. Unforeseen site conditions if not able to be discovered with a reasonable preconstruction site investigations.

3.34 Warrant Documents The Service Provider shall warrant the construction and bid documents that the items described in Rider B-3.31 shall be paid from and will not exceed the Service Provider construction contingency.

3.35 Liquidated Damages Liquidated Damages, as described in the Contract General Conditions, shall be a part of each Construction

Agreement. Liquidated Damages shall be as proposed by the Trustees in the Task Order Request, agreed to between the Trustees and Service Provider in the Task Order, and as documented in the Construction Agreement.

3.36 Failure to Agree on Lump Sum Contract If Trustees and Service Provider cannot agree on a Lump Sum Contract amount, or other conditions, the Trustees may terminate the preconstruction agreement and proceed with the construction phase through other means.

- End of Rider B, Scope of Work-

[% Fee] Page 1 of 2 pages


Exhibit A - Fee Schedule

(Insert below all of the Service Provider’s Fee Proposal Evaluation Worksheets from Service Provider’s Fee Proposal Form.)

Agreement No. <Agmt #> <Name of Service Provider> Exhibit A, Page 2 of 2 pages

-End of Exhibit A-

[% Fee] Page 1 of 2 pages


Exhibit B – Hourly Rate Schedule

(Insert below all of the Service Provider’s Hourly Rate Schedule pricing from Service Provider’s response to the RFP.)

Agreement No. <Agmt #> <Name of Service Provider> Exhibit B, Page 2 of 2 pages

-End of Exhibit B-

II-PF5

NOTICE TO PROCEED (for Master Enabling Agreement)

May 9, 2017 Mr. {insert first & last name, title} Contractor Address City, ST Zip

Notice to Proceed Task Order-Construction Agreement—

Master Enabling Agreement, Contract No. {insert #} Maximum Contract Amount: ${insert amt, NTE 20,000,000}

Campus Name Dear Mr. {insert last name}: In accordance with the provisions of the contract documents, you are hereby notified that the subject agreement will begin on {insert date}, and you are to fully complete all work within 730 consecutive calendar days in accordance with your contract end date of {insert date}.

The Trustees will identify start and completion dates for each individual project task order and construction agreement issued pursuant to this agreement in the Notice to Proceed documents issued for each said task order and construction agreement.

The Contractor agrees to fully complete the Work authorized under each individual task order and construction agreement, in first class working order and ready for acceptance by the Trustees, on or before the date as agreed upon and specified in each project Notice to Proceed. The Contractor will pay to the Trustees the sum of money stipulated per day in the individual project construction agreement for each day completion is delayed beyond the time prescribed, in accordance with the liquidated damages provisions in the contract general conditions. Sincerely, Name Construction Administrator Department aw_notice_to_proceed_to-ca_mea.docx

Construction Mgmt. 702.16.TO-CA MEA.% • 5/17

CONTRACT GENERAL CONDITIONS

FOR COLLABORATIVE DESIGN-BUILD MAJOR PROJECTS

THE CALIFORNIA STATE UNIVERSITY

Prepared by: OFFICE OF THE CHANCELLOR

CAPITAL PLANNING, DESIGN AND CONSTRUCTION

(www.calstate.edu/cpdc/cm)

Revised January, 2017

Revisions Made to Contract General Conditions for Collaborative Design-Build Major Projects since last update:

Article Revision Description 32.02-b Added link to PlanetBids and language re: adjustments 35.09 No riders/modifications on payment and performance bonds; will accept rider to

increase the contract amount only 36.06-a(4) General Liability, Automobile, and Environmental Insurance 39.01 Updated to include provisions of AB626

CONTRACT GENERAL CONDITIONS FOR COLLABORATIVE DESIGN-BUILD MAJOR PROJECTS

i

TABLE OF CONTENTS

ARTICLES 1.00-30.00 (not used) 31.00 DEFINITIONS.................................................................................................................................. 1 32.00 PROPOSALS .................................................................................................................................... 3 32.01 Duty to Carefully Examine These Instructions ............................................................................ 3 32.02 Competence of Proposers ........................................................................................................... 3 32.03 Necessity for Careful Examination of Site, Plans Specifications .................................................. 5 32.04 Clarification During Bidding ...................................................................................................... 5 32.05 Proposal Documents .................................................................................................................. 5 32.06 Proposal Regulations.................................................................................................................. 6 32.07 Competitive Bidding .................................................................................................................. 7 32.08 Mistake in Proposal.................................................................................................................... 7 32.09 Failure to be a Responsible Bidder ............................................................................................. 7 32.10 Small Business Five Percent Proposal Advantage ....................................................................... 7 32.11 California Company; Reciprocal Preference Against Nonresident Contractors; Certification ....... 8 32.12 Disabled Veteran Business Enterprise Participation Requirement and Incentive .......................... 8 33.00 ACCEPTANCE OF PROPOSAL - DESIGN SERVICES AGREEMENT ................................... 11 33.01 Award of Design Services Agreement ...................................................................................... 11 33.02 Execution of Agreement........................................................................................................... 12 34.00 DESIGN REQUIREMENTS .......................................................................................................... 12 34.01 Scope of Work ......................................................................................................................... 12 34.02 Intent of the Contract Documents ............................................................................................. 12 34.03 Laws and Codes ....................................................................................................................... 12 34.04 Trustees’ Review of Construction Documents .......................................................................... 14 34.05 Partial Permit Approvals .......................................................................................................... 14 34.06 Submittals ................................................................................................................................ 15 34.07 Divisions of the Performance Specifications ............................................................................. 15 34.08 Standard Specifications ............................................................................................................ 15 34.09 Layout of the Work .................................................................................................................. 15 34.10 Ownership and Use of Documents ............................................................................................ 15 35.00 AWARD AND EXECUTION OF DESIGN-BUILD AGREEMENT ............................................ 15 35.01 Direct Cost of the Work ........................................................................................................... 15 35.02 Construction Phase Services ..................................................................................................... 16 35.03 Costs Not Included in Construction Phase Services ................................................................... 17 35.04 Discounts, Rebates and Refunds ............................................................................................... 17 35.05 Clarification Prior to Guaranteeing the Maximum Price ............................................................ 17 35.06 Guaranteed Maximum Price ..................................................................................................... 18 35.07 Listing of Trade Contractors ..................................................................................................... 18 35.08 Award of Design-Build Agreement .......................................................................................... 18 35.09 Contract Bonds ........................................................................................................................ 18 35.10 Execution of Design-Build Agreement ..................................................................................... 19 35.11 Failure or Refusal to Execute Design-Build Agreement ............................................................ 19 36.00 CONDUCT OF THE CONSTRUCTION WORK ......................................................................... 19 36.01 Laws to be Observed--Generally .............................................................................................. 19 36.02 Laws to be Observed--Regarding Labor ................................................................................... 21 36.03 Environmental Requirements ................................................................................................... 24 36.04 Substitution of Trade Contractors ............................................................................................. 26 36.05 Delegation of Performance and Assignment of Money Earned .................................................. 27 36.06 Insurance Requirements ........................................................................................................... 27 36.07 Indemnification ........................................................................................................................ 35 36.08 Design-Builder’s Responsibility for the Work .......................................................................... 35 36.09 Occupancy by Trustees Prior to Acceptance ............................................................................. 38 36.10 Payments by Design-Builder .................................................................................................... 38 36.11 Responsibility to Secure and Pay for Permits, Licenses, Utility Connections, Etc. ................... 38 36.12 Patented or Copyrighted Materials............................................................................................ 38

CONTRACT GENERAL CONDITIONS FOR COLLABORATIVE DESIGN-BUILD MAJOR PROJECTS

ii

36.00 CONDUCT OF THE CONSTRUCTION WORK (continued) 36.13 Property Rights in Materials and Equipment ............................................................................. 38 36.14 Taxes ....................................................................................................................................... 39 36.15 Contract Time .......................................................................................................................... 39 36.16 Schedule .................................................................................................................................. 40 36.17 Labor Force and Superintendent ............................................................................................... 43 36.18 Limitation of Construction Operations ...................................................................................... 43 36.19 Coordination with Other Work ................................................................................................. 43 36.20 Drawings Reflecting Actual Construction ................................................................................. 43 36.21 Access for Inspection ............................................................................................................... 44 36.22 Cleanup of Project and Site ...................................................................................................... 44 36.23 Project Sign, Advertising ......................................................................................................... 44 36.24 Assignment of Trade Contracts to Trustees ............................................................................... 44 37.00 INTERPRETATION OF AND ADHERENCE TO CONTRACT REQUIREMENTS ................ 44 37.01 Interpretation of Contract Requirements ................................................................................... 44 37.02 Issuance of Interpretations, Clarifications, Additional Instructions ............................................ 45 37.03 Product and Reference Standards ............................................................................................. 46 37.04 Shop Drawings, Samples, Alternatives or Equals, Substitutions ................................................ 46 37.05 Quality of Materials, Articles and Equipment ........................................................................... 47 37.06 Testing Materials, Articles, Equipment and Work ..................................................................... 47 37.07 Rejection ................................................................................................................................. 47 37.08 Off-Site Testing ....................................................................................................................... 47 37.09 Responsibility of Quality.......................................................................................................... 48 38.00 CHANGES IN THE WORK .......................................................................................................... 48 38.01 Change Orders ......................................................................................................................... 48 38.02 Emergency Changes................................................................................................................. 52 39.00 CLAIMS AND DAMAGES ............................................................................................................ 53 39.01 Claims ..................................................................................................................................... 53 39.02 Delay in Completion--Liquidated Damages .............................................................................. 55 39.03 Termination for Cause.............................................................................................................. 55 39.04 Termination for Convenience ................................................................................................... 55 39.05 Assignment of Subcontracts ..................................................................................................... 56 39.06 Third-Party Claims .................................................................................................................. 56 40.00 PAYMENT AND COMPLETION ................................................................................................. 56 40.01 Acceptance .............................................................................................................................. 56 40.02 Partial Payments ...................................................................................................................... 56 40.03 Escrow in Lieu of Retention ..................................................................................................... 57 40.04 Stop Payment Notices .............................................................................................................. 57 40.05 Payment................................................................................................................................... 57 40.06 Guarantee ................................................................................................................................ 58 40.07 Contractor Evaluation .............................................................................................................. 59 41.00 MISCELLANEOUS ....................................................................................................................... 59 41.01 Governing Law ........................................................................................................................ 59 41.02 Successors and Assigns ............................................................................................................ 59 41.03 Rights and Remedies ................................................................................................................ 59 41.04 Waiver ..................................................................................................................................... 59 41.05 Survival ................................................................................................................................... 59 41.06 Complete Agreement ............................................................................................................... 60 41.07 Severability of Provisions ........................................................................................................ 60 41.08 Notices .................................................................................................................................... 60 41.09 Counterparts ............................................................................................................................ 60 SAMPLE FORMS

Contract General Conditions for Collaborative Design-Build Major Projects Revised January, 2017 - Page 1 of 60 pages

CONTRACT GENERAL CONDITIONS FOR COLLABORATIVE DESIGN-BUILD PROJECTS

31.00 - DEFINITIONS

Acceptance - When the Project has been completed in all respects in accordance with the Plans and Specifications, and the Contract has been otherwise fully performed by the Design-Builder, to the full satisfaction of the Trustees, the Trustees will accept the Project as complete.

Addendum - A document issued to the Design-Builder by the Trustees, prior to the agreement on the GMP that modifies or supersedes portions of the Contract Documents.

Agreement - One of two separate forms that is executed by both the Design Builder and the Trustees, that provides the Work will be done in accordance with the Contract Documents or Design-Build Contract Documents as specified, as approved and on file with the Trustees and as incorporated into the Contract Documents or Design-Build Documents by reference. See Contract Documents, Design-Build Documents, Design-Build Contract Documents, Design Services Agreement and Design-Build Agreement.

Allowance - Allowances are allocations of the Contract Amount to portions of the Work that could not be specified sufficiently for competitive bidding.

Architect - A California-licensed architect employed by the Design-Builder, who is responsible for all engineering and architectural services to be performed in connection with the Project. For projects on which an engineer or landscape architect is employed instead of an architect, the term “Architect” shall mean the design professional so employed for the Project.

Bid Date - The date for submission of technical and cost proposals; same as proposal due date.

Bid Date for Subcontractors - The date for submission of subcontractor bids for the Direct Construction Cost of the Project.

Budgeted Direct Construction Cost - The budgeted total cost of the Work, excluding Design Fees, Preconstruction Fees, the Design-Builder’s site management fee, the Design-Builder’s contingency, and the Design-Builder’s overhead and profit.

Bidder - Any individual or business entity acting directly or through an authorized representative that submits a technical and cost proposal for the Work in response to a Request for Proposals. “Bidder” and “Proposer” are synonymous.

Building Official - Trustees-appointed, the senior building official for the California State University (the Chief of Architecture and Engineering) is responsible for the overall administration and operational control of the building code. (See Campus Deputy Building Official).

Business Day - Calendar day excluding Saturdays, Sundays, national holidays and state holidays; same as Working Day.

Campus - The California State University campus on which the Project is located.

Campus Deputy Building Official - A campus-appointed individual responsible for campus-specific building code administrative and operational control. This individual acts as a deputy under the authority of the Building Official.

Capital Planning, Design and Construction - Department within Business and Finance, a division in the Office of the Chancellor of the California State University, responsible for all major capital outlay projects.

Change Order - A written agreement entered into after the award of the Design-Build Agreement that alters or amends the executed agreement.

Construction Administrator - The person designated by the Trustees to manage the construction phase of the Project, and authorized to approve changes to the Contract.

Construction Documents - The Contract General Conditions, Supplementary General Conditions, Plans, Specifications, and Addenda related to the bidding of trades and construction of the Project.

Construction Inspector - The Inspector on the Project site who works under the direction of the Construction Administrator.

Construction Phase Services - Those costs incurred by the Design-Builder in the field management, supervision, and administration of the Work and further defined in the Request for Proposals under Classification of Project Costs (Table A).

Construction Schedule - The Design-Builder’s time use plan for completing the Work within the Contract Time.

Contract - The Contract Documents which collectively represent the entire Agreement between Trustees and the Design-Builder, and which supersede any prior negotiations, representations, or agreements, either written or oral.


Contract Amount - The amount of compensation stated in the Agreement for the performance of the Work, as adjusted by Change Order.

Contract Documents – The Proposal Documents, Plans, Specifications, Addenda, Agreement, Bonds, Contract General Conditions, Supplementary General Conditions, Special Conditions, Change Orders, and any other documents so designated by the Trustees.

Contract Time - The period of time, set out in Calendar Days, established in the Design-Build Contract Documents within which the Work must be completed. The Contract Time may be adjusted by time extensions through Change Orders.

Day - Unless otherwise indicated herein, day is a calendar day.

Design-Build Agreement - Awarded after acceptance of the GMP in accordance with the Design-Build Contract Documents for completion of design services and Construction of the Project.

Design-Builder - The individual or business entity that has entered into a Design Services Agreement or a Design-Build Agreement with the Trustees.

Design-Builder Contingency - Budgeted funds used to cover the cost of unforeseen factors related to the Work that arise after a Design-Build Agreement is awarded, such as an ambiguity in the Construction Documents. Eligible uses of this Contingency are specified in the Request for Proposals-Rider A, Scope of Work.

Design-Build Contract Documents - Combination of the Design-Build Documents and Contract Documents.

Design-Build Documents - A product of the Design Services Agreement, the progress design documents prepared by the Design-Builder, represented by the Schematic design Documents as further developed in Design Development through the date of the GMP submission, and as approved by the Trustees prior to execution of the Design-Build Agreement. The Design-Build Agreement GMP is based on these documents.

Design Services Agreement - For performance of design services Work in accordance with the Contract Documents through the acceptance of the GMP.

Direct Cost of the Work - Costs necessarily incurred by the Design-Builder to perform the construction Work shown on the Construction Documents, usually performed by the trade contractors.

Engineer - A California-licensed engineer employed by the Design-Builder or Architect, who is responsible for engineering services. There may be more than one engineer, depending on the Work required, (i.e., civil, structural, electrical, geotechnical, mechanical).

Executive Facilities Officer - University official who oversees the capital outlay process.

Field Instruction - A written order from the Trustees to the Design-Builder, signed by the Construction Administrator.

Guaranteed Maximum Price (GMP) - The Design-Builder’s not-to-exceed sum for the performance of the Work shown in the Design-Build Contract Documents, as agreed upon by the Trustees.

GMP Budget - The total of the Budgeted Direct Construction Cost, Design-Build site management fee, Design-Build Contingency, and the Design-Build overhead and profit.

Final Contract Amount - The final amount Trustees and Design-Builder agree upon as payment for completing the Contract Work to the satisfaction of the Trustees.

Plans - The drawings prepared by the Design-Builder and approved by the Trustees, which include elevations, sections, details, material and equipment schedules, diagrams, information, notes, or reproductions of any of these, and which show the location, character, dimension, or details of the Work.

Prevailing Wages - The general prevailing rate of wages in effect when Design-Builder advertises the trade contractor bidding, and identified by the Director of the Department of Industrial Relations of the State of California pursuant to section 1770 of the Labor Code.

Progress Schedule - The periodically updated Construction Schedule that reflects the actual progress of the Work and impacts on the Work thereby maintaining a current projected date of completion. Impacts on the Work include, but are not limited to, anticipated delays, re-sequencing of tasks, and Change Orders.

Project - The total Work to be designed and constructed as approved by the Trustees and as required by the Contract.

Project Manager - The on-site representative of the Construction Administrator, but without the authority to approve changes to the contract.


Project Schedule - The time use plan for completing the entire Project from selection of service providers through occupancy. Major tasks included in the Project Schedule are consultant selection and award, design, code approvals, bid and award, construction, move-in, and closeout.

Proposal - The technical and cost proposal packages submitted by the proposers on the bid date. A bid may be considered a proposal.

Proposal Documents – Request for Qualifications (Advertisement), Request for Qualifications, Statements of Qualifications, Request for Proposals, and the Technical and Cost Proposals.

Proposer - Any individual or business entity acting directly or through an authorized representative that submits a technical and cost proposal for the Work in response to a Request for Proposals. “Proposer” and “Bidder” are synonymous.

Request For Proposals (RFP) - The documents that the Trustees issue to the Proposers describing and specifying the requirements of the design services Work and the Design-Build Work.

Request for Qualifications (RFQ) - The documents requesting submittal of Statements of Qualifications to the Trustees from interested and qualified Design-Builders to provide design and construction services for the Project.

Site - The area specified in the Contract Documents for the Project and the area made available for the Design-Builder’s operation.

Specifications - The instructions and requirements that complement the plans and describe the manner of performing the Work or the quantities, qualities, and types of materials to be furnished.

State - State of California.

Subcontractor - Contractor that is under contract to the Design-Builder or another subcontractor for completion of a portion(s) of the Work. Same as Trade Contractor.

Superintendent - The representative of the Design-Builder at the construction site who is authorized to receive instructions from the Trustees, and who is authorized to direct the performance of the Work on behalf of Design-Builder.

Supplier or Vendor - Any individual or business entity that contracts with the Design-Builder or Trade Contractor to provide materials or equipment.

Trade Contractor - Contractor that is under contract to the Design-Builder or another subcontractor for completion of a portion(s) of the Work. Same as Subcontractor.

Trustees - The Board of Trustees of the California State University and their authorized representatives who act on behalf of the Trustees. See also Executive Facilities Officer and Construction Administrator.

University - The California State University campus upon which the Project is located, and the University President and other University officers and employees acting within the scope of their duties.

Work - That total work required to be performed, or done under the Contract, including the furnishing of all design services, labor, materials, and equipment.

Working Day - Day excluding Saturdays, Sundays, national holidays and state holidays; same as Business Day.

32.00 - PROPOSALS

32.01 Duty to Carefully Examine These Instructions Design-Builder and the trade contractors for this Project shall carefully examine the instructions contained herein and be cognizant of the conditions that must be satisfied before submitting a proposal, and the conditions that affect the award of the Contract.

32.02 Competence of Proposers a. License and Public Works Registration. (1) License.

No Bidder may bid on Work for which it is not properly licensed. The Trustees shall disregard any proposal received from a proposer who is not properly licensed (Business and Professions Code section 7028.15). Nor will the Trustees award a Contract to a proposer who does not possess the appropriate contractor’s license, which is that specified in the RFQ/RFP. Proposers participating in a joint venture must individually possess a current license when submitting the joint venture proposal, and the joint venture must possess a joint venture license at the time of award (Public Contract Code section 3300).


(2) Public Works Registration with Department of Industrial Relations The Trustees will only issue public works bids and award public works contracts to currently registered

contractors and subcontractors on the Trustees’ public works projects. All proposers and subcontractors of all tiers must register to bid public works projects with the Department of Industrial Relations (DIR), and obtain and maintain current registration numbers. Note: DIR will assess a penalty on any public works contractor who allows its registration to lapse. For more information please review the DIR public works registration requirements at http://www.dir.ca.gov/Public-Works/PublicWorks.html.

The following applies to this Contract: • A contractor won’t be in violation for working on a private project that is later determined to be public

work; • Contractor shall check the public works registration for all subcontractors that it proposes to list to ensure

that each subcontractor is registered to bid public works projects with the DIR; • An unregistered contractor or subcontractor can be replaced with one who is registered; • A contract with an unregistered contractor or subcontractor is subject to cancellation but is not void as to

past work.

b. Prequalification Rating. The Trustees shall issue an RFP only to Proposers who have prequalified with the Trustees (Public Contract Code

section 10764). To prequalify, all Proposers must file their prequalification applications online; and the application includes Proposers’ responses to a standard questionnaire, a statement of financial condition and previous experience in performing public works, all in accordance with the instructions contained in the Proposal Documents.

Proposers shall go to: http://www.calstate.edu/cpdc/cm/contractor_prequal_bidders.shtml, under ‘Contractor Prequalification’ and login to the database using the link provided (PlanetBids). Proposers shall verify the information contained in the prequalification application under oath and submit the completed prequalification application online at least ten (10) Business Days prior to the deadline identified in the Proposal Documents and approved not less than one (1) Business Day prior to the deadline identified in the Proposal Documents. Proposer may request an increase in its rating from the Trustees’ Prequalification Coordinator. The request shall be in writing, and specify the reason(s) for increase. The Trustees’ Prequalification Coordinator will review Proposer’s request, check new references submitted and notify Proposer of the resulting decision. The Prequalification Coordinator’s decision is final.

The Trustees’ Prequalification Coordinator will review the Proposer’s statement of experience and financial condition upon receipt of a complete application, check Proposer’s references, and notify the Proposer of the rating that has been established based on the information contained in the application. The Proposer’s assigned prequalification rating will be the maximum amount of a contract or contracts that the Proposer may undertake with the Trustees.

The Trustees shall disregard any proposal received either from a Proposer that is not currently prequalified or from a Proposer that is prequalified but the rating is not high enough to accommodate its proposal. Although this prequalification permits participation in the submitting of a proposal for the Project, it does not mean that the proposer satisfies the requirements of being a “responsible” bidder. This determination occurs later in the process (see Article 32.09, Failure to be a Responsible Bidder).

c. Joint Ventures. If two or more prospective firms desire to submit a proposal as a joint venture on a single project, they must file an

affidavit of joint venture with the Trustees at least five (5) Days prior to the date and time set for opening proposals, on a form obtained from the Trustees. The affidavit of joint venture is valid only for the specific project for which it is filed. Each party to the joint venture must be prequalified, as provided herein, at least one (1) Business Day prior to the deadline identified in the Proposal Documents.

If the Trustees announce that the joint venture is the successful Proposer, the joint venture shall, prior to the Trustees’ award of the Contract: 1) obtain the joint venture license (Business and Professions Code sections 7029 and 7029.1), and 2) register the joint venture with the Department of Industrial Relations (see Article 32.02-a (2).

d. Trade Contractor Prequalification. Design-Builder shall require prequalification of the trade contractors [at least the mechanical, electrical, plumbing and

trades where the estimated cost of the trade work is greater than five percent of the construction budget] utilizing the Trade Contractor Prequalification document found in the Request for Proposal documents and any additional documents or process required by the Design-Builder. Once this process is completed, the Design-Builder shall provide a list of the prequalified trade contractors to the Trustees.





32.03 Necessity for Careful Examination of Site, Plans, and Specifications The Design-Builder and trade contractors shall carefully examine the Site, the plans, and specifications for the Project, and shall investigate and be satisfied as to the conditions to be encountered, the character and quantity of surface and subsurface materials or obstacles to be encountered, rights of way and easements at or near the Site, the Work to be performed, and materials to be furnished and as to the requirements of the proposal, plans, and specifications for the Project. See Article 36.11, Responsibility to Secure and Pay for Permits, Licenses, Utility Connections, Etc. Bidder certifies that Bidder has complied with the requirements of this provision by the submission of its bid.

Any failure by the Design-Builder and trade contractors to acquaint themselves with information that is available or with reasonable investigation may be available will not relieve them from responsibility to properly estimate the difficulty or cost to perform the Work. Such examination does not require independent underground soil borings unless required elsewhere in the Contract Documents. a. Subsurface Investigations. Where the Trustees have made investigations of subsurface conditions and have made that information available to

the Design-Builder, such information is limited in scope to that which has been actually encountered in the investigations, and is included only for the convenience of the Design-Builder.

The Trustees assume no responsibility whatsoever in respect to the sufficiency or accuracy of borings or of the log of test borings or other preliminary investigations or any interpretation of the above. There is no guarantee or warranty, either expressed or implied, that the conditions indicated are representative of those existing throughout the site or that unforeseen conditions or developments may not occur. Making such information available to the Design-Builder is not to be construed in any way as a waiver of this provision. The Design-Builder must satisfy itself through its own investigations as to the actual conditions to be encountered.

b. Differing Site Condition. During the progress of the Work, if the Design-Builder encounters a subsurface or latent condition at the Site that is

substantially different from those indicated in the Contract Documents or made available for examination, a differing Site condition may exist. The Design-Builder shall immediately, in writing, notify the Architect, the Construction Administrator, and the Construction Inspector of the condition encountered. The Architect shall investigate the assertion of a differing Site condition by collecting the facts and applying the facts as expressed by the Architect to the appropriate provisions of the Contract Documents. If the Architect in the exercise of reasonable discretion determines that a differing Site condition exists and that the differing site condition directly results in extra Work, and if the Trustees concur, the Design-Builder shall be entitled to a change order that shall compensate the Design-Builder for the extra Work.

32.04 Clarification During Bidding The Proposer shall examine the RFQ/RFP documents in preparing its proposal and shall report to the Construction Administrator any omissions, discrepancies, or errors found in the RFQ/RFP. Before the date of opening proposals, the Proposer shall submit a written request for clarification to the Construction Administrator who may give such clarification in the form of an addendum to all Proposers if time permits. Otherwise, in estimating the cost of the Project, the Proposer shall consider that any conflicts shall be governed by Article 37.01, Interpretation of Contract Requirements.

Proposers are advised that the time period for submitting a proposed product as “an equal” is no later than 35 Days after the award of Contract, unless otherwise specified in the Supplementary General Conditions (Public Contract Code section 3400) Refer to Article 37.04-c, Alternatives or Equals.

Only the Construction Administrator is authorized to answer questions or prepare addenda relative to the Project. Information obtained verbally from any source has no contractual authority, may not be relied upon, and shall have no standing in any event that may occur.

The Proposer is required to acknowledge each addendum on the Cost Proposal Form. Therefore, Proposer is responsible for assuring receipt of all addenda. Proposer shall confirm all addenda with designated Trustees’ official one (1) Business Day prior to opening proposals.

32.05 Proposal Documents Once the Trustees have completed the review of the responses to the RFQ and published the list of qualified proposers, the Trustees will issue an RFP to only the qualified proposers. In response to the requirements of the RFP, each Proposal will consist of two separate submittals, the cost proposal and the technical proposal.

Following are forms that Proposer shall tender with its Proposal: a. Cost Proposal. The Trustees will furnish a cost proposal package, which Proposer must completely fill out and execute, and submit

as its cost proposal. Cost Proposals not presented using the furnished cost proposal package shall be disregarded


(Public Contract Code section 10764). Proposer may not transfer the cost proposal package to another Proposer, and must submit it in the same name as is used on the Proposer’s license and prequalification.

The Trustees’ cost proposal package contains a standard cost or fee proposal form that shall be used for Proposer’s proposal. Each proposal shall give the prices proposed in the manner required by the proposal and shall be signed by the Proposer or by the Proposer’s duly authorized representative, with its address and telephone number. If an individual makes the proposal, the individual’s name, postal address, and telephone number must be shown. If made by a partnership, the proposal shall have the signature of all partners, or an affidavit signed by all partners empowering one partner as an agent to act in their behalf, and shall include the address and telephone number of the partnership. A proposal submitted by a corporation shall show the name of the state in which the corporation is chartered, the name of the corporation, its address and telephone number, and the title of the person who signs on behalf of the corporation. The corporation shall also complete and submit the Certification, attaching a certified copy of corporate board action that identifies and authorizes the person who may sign and submit bids for the corporation. The Trustees shall reject any proposal submitted that is not signed by the Proposer or by the Proposer’s duly authorized representative.

b. Listing of Trade Contractors. Proposer is not required to submit a List of Proposed Trade Contractors with its proposal.

As soon as each trade contractor is selected, the successful Proposer shall submit it to the Trustees by adding it to and resubmitting the List of Subcontractors for Design-Build Projects form, which lists the trade contractor’s name, California Contractors State License Board-issued license number, California Dept. of Industrial Relations Public Works Registration number, the location of the place of business, and the portion of Work to be done by each trade contractor, and other requested information, for each trade contractor that will perform Work or labor or render services for the Design-Builder in excess of one-half of one percent of the Design-Builder’s total GMP (Public Contract Code section 4100 et seq. and section 10708). For each alternative Proposer shall also list any trade contractor not included in the base contract Work trade contractor listing.

Once the trade contractors are listed, the trade contractors shall have the rights provided in the Subletting and Subcontracting Fair Practices Act (Public Contract Code sections 4100 et seq.).

c. Proposer’s Bid Security. No bid security is required for this Project.

32.06 Proposal Regulations a. Submission of Proposals.

Proposers shall submit proposals as instructed in the RFP. It is the Proposer’s responsibility to ensure that its proposal is received in the proper time and location. Delays in timely receipt of the proposal caused by the United States or the Trustees’ mail system, independent carriers, acts of God, or any other cause shall not excuse late receipt of the proposal. The Trustees shall return unopened any proposal received after the time specified in the RFP or in any addendum (Public Contract Code sections 4104.5 and 10766).

All proposals shall be submitted to the Trustees under sealed cover, shall be identified plainly as a proposal for the Project, and shall be addressed as directed in the RFP. The Trustees will disregard proposals not marked properly.

b. Withdrawal of Proposals. Any proposal may be withdrawn at any time prior to the time fixed in the public notice for the opening of proposals, but only by a written request from the Proposer or its authorized representative filed with the Trustees. A request to withdraw a proposal that is communicated orally in person, or by the use of telegram or telephone is not acceptable. The withdrawal of a proposal shall not prejudice the right of a Proposer to file a new proposal. This paragraph does not authorize the withdrawal of any proposal after the time of the public notice for the opening of proposals (Public Contract Code section 10767).

c. Public Opening of Cost Proposals. Cost proposals will be publicly opened and read at the time and place indicated in the RFP. Proposers or their agents are invited to be present.

d. Rejection of Irregular Cost Proposals. The Trustees may reject any cost proposal if it shows any alterations of forms, additions not called for, conditional proposals, incomplete proposals, unsigned proposals, erasures, or irregularities of any kind. If Proposer changes the proposal amount after the amount has been inserted, Proposer shall initial the change.

e. Power of Attorney or Agent. When an agent signs the proposal, a power of attorney shall either be on file with the Trustees before the opening of proposals, or be submitted with the proposal. Failure to submit a necessary power of attorney may result in the rejection


of the proposal as irregular and unauthorized. A power of attorney is not necessary in the case of a general partner of a partnership.

f. Waiver of Irregularities. Trustees reserve the right to waive minor irregularities in proposals submitted.

32.07 Competitive Bidding Proposer shall submit only one proposal. A party who has quoted prices on materials or Work to a Bidder is not thereby disqualified from quoting prices to other Bidders, or from submitting a bid directly for the materials or Work.

All Proposers are hereby notified that any collusive agreement fixing the prices to be bid in order to control or affect the awarding of this Contract may render void any Contract awarded under such circumstances. The Proposer, by act of submitting a proposal, certifies that in the preparation of the proposal, no bid was received by the Proposer from a bid depository, which depository, as to any portion of the Work prohibits, or imposes sanctions for, the obtaining by the Proposer, or the submission to the Proposer by an subcontractor or vendor or supplier of goods and services, of a bid outside the bid depository. The certification shall constitute a warranty, the falsity of which shall entitle the Trustees to pursue any remedy authorized by law and shall include the right at the option of the Trustees of declaring any Contract made as a result thereof to be void (Business & Professions Code section 16600 et seq.).

32.08 Mistake in Proposal As required by Public Contract Code section 5100 et seq., a Proposer shall not be relieved of a proposal without consent of the Trustees, nor shall any change be made in a proposal because of mistakes. However, a Proposer may pursue relief of its proposal in accordance with section 5100 et seq. of the Public Contract Code.

32.09 Failure to be a Responsible Bidder In order to be considered for award of a Contract, a Proposer must be a responsible bidder (Public Contract Code section 10780). To be responsible, a Proposer, in the judgment of the Trustees, must be sufficiently trustworthy and possessed of the requisite quality, fitness, capacity and experience to satisfactorily perform the Work (Public Contract Code section 1103). Should the Trustees question the Proposer’s responsibility, the Proposer shall be given an opportunity to rebut any evidence of non-responsibility, and to present evidence of responsibility. The hearing shall be informal, and may be conducted in whole or in part in writing by an individual appointed by the Trustees to hear the matter. A decision concerning the Proposer’s responsibility shall be mailed to the Proposer within ten (10) Days of the conclusion of the hearing.

32.10 Small Business Five Percent Proposal Advantage If a certified small business is the highest scoring Proposer, the Trustees will not calculate the five percent bid advantage. Only the DVBE incentive will be calculated in this situation. Only another small business may displace the small business highest Proposer. a. Preference for Small Businesses. In accordance with Government Code section 14835 et seq., and Title 2, California Code of Regulations, section 1896

et seq., the Trustees shall give a small business proposal advantage of five percent, up to a maximum of $50,000, to contracting firms that have been certified as a “Small Business” by the Office of Small Business & DVBE Services in the Procurement Division of the Department of General Services. Such certification shall be in accordance with section 1896.2 of Title 2 of the California Code of Regulations. To receive the five percent advantage, the certified small businesses shall: (1) Submit with the proposal a completed form of “Request for Small Business Five Percent Preference –

Certification” form; (2) Be certified Small Business upon verification in accordance with section 1896.2, having applied for

certification no later than 5:00 p.m. on the proposal due date; (3) Submit a timely and responsive proposal; (4) Be determined to be a responsible proposer.

b. Preference for Non-small Businesses. (1) Preference. The application of the five percent small business bidding preference is also extended to any non-small

business that commits to subcontracting at least 25% of its net proposal price to California certified small businesses and/or microbusinesses. To receive this preference the non-small business must satisfy the following criteria: (a) Indicate in its proposal its commitment to subcontract at least 25% of its net proposal amount with

one or more small businesses [submit the “Request for Small Business Bidding Preference” form], (b) Submit a timely and responsive proposal,


(c) Be determined to be a responsible Proposer, and (d) Submit the California certified small businesses on the List of Subcontractors for Design-Build

Projects form and specify the dollar amount of each small business subcontractor’s bid thereon. (2) Penalty. The Trustees will impose a penalty to any non-small business who receives the small business preference

and does not contract 25% of its net bid price to California certified small businesses and/or micro businesses. The penalty will be no more than two times the amount of the bid preference received. For example, if the Design-Builder received a bid preference of $49,000, and does not contract 25% of its net bid price with certified small businesses and/or micro businesses, then the Trustees will assess an amount to be forfeited by the Design-Builder of $98,000.

c. Trustees’ Reporting of Small Business Participation. Responsive to direction from the State Legislature, the Trustees are seeking to report increased statewide participation

of certified small businesses in contract awards. To this end, the successful Proposer shall inform the Trustees of any contractual arrangements with subcontractors, consultants or suppliers that are certified small businesses.

32.11 California Company; Reciprocal Preference Against Nonresident Contractors; Certification The Trustees shall grant a California company a reciprocal preference as against a nonresident contractor from any state that gives or requires a preference to be given contractors from that state on its public entity construction contracts. The amount of the reciprocal preference shall be equal to the amount of the preference applied by the state of the nonresident contractor who is the selected Proposer, except where the resident contractor is eligible for a California small business preference, in which case the preference applied shall be the greater of the two, but not both.

Each Proposer shall certify at the time of proposal opening that the Proposer qualifies as a “California company,” which means a business entity licensed in California on the date of bid opening and which is one of the following: a. a business entity with its principal place of business in California,

b. an out-of-state contractor whose state does not provide a local contractor preference, or

c. an out-of-state contractor that has paid at least $5,000 in sales or use taxes in the immediately preceding five years.

If the Design-Builder does not qualify as a California company, then it shall indicate the name of the state in which its principal place of business is, and the amount of the local contractor preference in that state (Public Contract Code section 6107).

32.12 Disabled Veteran Business Enterprise Participation Requirement and Incentive California state law requires that its state agencies achieve three (3) percent participation for disabled veteran business enterprises (DVBE) in state contracts. Failure of the Design-Builder to achieve three (3) percent DVBE participation on this Project will cause the Trustees to assess a penalty in accordance with the Contract Documents.

The successful Proposer understands and agrees that the DVBEs identified on the List of Trade Contractors form may only be replaced by another DVBE, and the substitution must be approved by the Trustees and the Department of General Services (DGS). Trustees will document changes to the scope of Work that impact the DVBEs identified in the GMP by contract change order, and will provide their decision on DVBE substitutions in writing via the subcontractor substitution process per Public Contract Code section 4100.

Failure of Design-Builder to seek substitution and adhere to the DVBE participation level identified in its Proposal may be cause for Contract termination, recovery of damages under rights and remedies due the State, and penalties as outlined in Military and Veterans Code section 999.9 and Public Contract Code section 10115.10 or section 4110. a. Special Definitions

(1) “Disabled veteran” as used herein, means a veteran of the military, naval or air service of the United States, including, but not limited to, the Philippine Commonwealth Army, the Regular Scouts, “New Scouts,” and who has at least a ten (10) percent service-connected disability and who is domiciled in the State of California.

(2) “Disabled veteran business enterprise contractor, subcontractor, or supplier” means any person or entity that has been certified by the Office of Small Business & DVBE Services and that performs a “commercially useful function,” as defined below, in providing services or goods that contribute to the fulfillment of the contract requirements: (a) A person or an entity is deemed to perform a “commercially useful function” if a person or entity

does all of the following: (i) is responsible for the execution of a distinct element of the Work of the contract; (ii) carries out the obligation by actually performing, managing, or supervising the Work

involved; (iii) performs Work that is normal for its business services and functions;


(iv) is responsible, with respect to products, inventories, materials, and supplies required for the Contract, for negotiating price, determining quality and quantity, ordering, installing, if applicable, and making payment; and

(v) is not further subcontracting a portion of the Work that is greater than that expected to be subcontracted by normal industry practices.

(b) A contractor, trade contractor, or supplier will not be considered to perform a “commercially useful function” if the contractor’s, subcontractor’s, or supplier’s role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of disabled veteran business enterprise participation.

(c) Equipment Brokers (i) A DVBE that rents equipment to the Trustees shall be deemed to be an equipment broker,

unless one or more disabled veterans have 51-percent ownership of the quantity and the value of each piece of equipment. If the equipment is owned by one or more disabled veterans, each disabled veteran owner shall, prior to performance under any contract, submit to the Trustees a declaration signed by the disabled veteran owner stating that the owner is a disabled veteran and providing the name, address, telephone number, and tax identification number of the disabled veteran owner.

(ii) A DVBE that rents equipment to the Trustees shall, prior to performing the contract, submit to the Trustees a declaration signed by each disabled veteran owner and manager of the enterprise stating that the enterprise obtained the contract by representing that the enterprise was a DVBE meeting and maintaining all of the requirements of a DVBE. The declaration shall include the name, address, telephone number, and tax identification number of the owner of each piece of equipment identified in the contract.

(iii) State funds expended for equipment rented from equipment brokers pursuant to contracts awarded under this section shall not be credited toward the DVBE participation requirement.

(iv) A DVBE that is a broker or agent and that obtains a contract pursuant to these provisions shall, prior to performing the contract, disclose to the Trustees that the business is a broker or agent. The disclosure shall be made in a declaration signed and executed by each disabled veteran owner and manager of the enterprise, declaring that the enterprise is a broker or agent, and identifying the name, address, and telephone number of the principal for whom the enterprise is acting as a broker or agent.

(3) (a) DVBE as used herein, means a business concern certified by the Office of Small Business & DVBE Services as meeting all of the following criteria. (i) The business is at least 51 percent owned by one or more disabled veterans, or in the case

of a publicly owned business, at least 51 percent of its stock is unconditionally owned by one or more disabled veterans; a subsidiary that is wholly owned by a parent corporation, but only if at least 51 percent of the voting stock of the parent corporation is unconditionally owned by one or more disabled veterans; or a joint venture in which at least 51 percent of the joint venture’s management, control and earnings are held by one or more disabled veterans.

(ii) One or more disabled veterans manage and control the daily business operations. The disabled veterans who exercise management and control are not required to be the same disabled veterans as the owners of the business.

(iii) A sole proprietorship, corporation, or partnership with its home office located in the United States, which is not a branch or subsidiary of a foreign corporation, foreign firm or other foreign-based business.

(b) Notwithstanding subdivision (3)(a), after the death or the certification of a permanent medical disability of a disabled veteran who is a majority owner of a business that qualified as a DVBE prior to that death or certification of a permanent disability, that business shall be deemed to be a DVBE for a period not to exceed three years after the date of that death or certification of a permanent medical disability, if the business is inherited or controlled by the spouse or child of that majority owner, or by both of those persons. A business is a DVBE pursuant to this subdivision under either of the following circumstances: (i) For the duration of any contract entered into prior to the death or certification of permanent

medical disability for the sole purpose of fulfilling the requirements of that contract.


(ii) After the date of the majority owner’s death or certification of permanent medical disability established by this subdivision for the sole purpose of providing sufficient time to make orderly and equitable arrangements for the disposition of the business, except that the business shall not enter into any new contract as a DVBE for purposes of the program if the contract would not be completed within the three-year period.

b. Participation Requirement. In order to satisfy and be responsive to this requirement, the Design-Builder must meet the three (3) percent DVBE

Participation requirement, which is attained when: (1) The Design-Builder is not a DVBE and is committed to use DVBE trade contractors for not less than three

(3) percent of the Contract dollar amount (including alternatives); or (2) The Design-Builder is a DVBE and is committed to performing not less than three (3) percent of the Contract

dollar amount (including alternatives) with its own forces or in combination with those of other DVBEs.

c. Documentation Requirements. The Design-Builder must document its satisfaction of the DVBE participation requirement. Final determination of

DVBE Participation by the Design-Builder shall be at the Trustees’ sole discretion. (1) Required Documentation. In addition to documentation submitted with the GMP, on the List of Trade Contractors form (see Article

32.05-b), the DVBE documentation forms that must be completed are as follows, and instructions for completing the required forms correctly are included to assist the Design-Builder. (a) DVBE Transmittal Form. Design-Builder must fill out the DVBE transmittal form as a cover sheet to the required documents,

attach and submit it and the additional required documentation. All requested DVBE documentation must be completed on the forms provided and submitted with the DVBE Transmittal Form.

(b) Summary of Disabled Veteran Owned Business Participation (Attachment 1). Summary of Disabled Veteran Owned Business Participation, Attachment 1, must be completed

showing the type of Work and company proposed for DVBE participation, their trade contractors (if any), and other related information. Complete the form providing the following information: (i) Company Name: List the name of the company proposed for DVBE participation. If the

prime contractor is a DVBE, its name must also be listed to receive participation credit. (ii) Nature of Work: Identify the proposed Work or service to be provided by the listed

company. (iii) Contracting With: List the name of the party with which the company listed is contracting. (iv) Tier: Identify the contracting tier using the following level designations: 0=Prime contractor; 1=First tier trade contractor/supplier; 2=Second tier subcontractor/supplier of first tier subcontractor/supplier; 3=Third tier subcontractor/supplier of second tier subcontractor/supplier; etc. (v) Claimed DVBE Value: State the total dollar amount of the DVBE’s bid. (vi) Percentage of Bid: State the percentage (%) of the claimed DVBE’s bid as it relates to the

Design-Builder’s total project bid. (vii) DVBE Certification: The Design-Builder must include one copy of the DVBE certification

from the Office of Small Business & DVBE Services for each DVBE listed on the Summary of Disabled Veteran Owned Business Participation.

(c) Design-Builder’s Certification (Attachment 2). The Design-Builder must sign and include the Bidder’s Certification, certifying that each DVBE

listed on the Summary of Disabled Veteran Owned Business Participation (Attachment 1) complies with the legal definition of DVBE.

(d) Disabled Veteran Business Enterprise Declarations (STD. 843). The disabled veteran owner(s) and disabled veteran manager(s) of the DVBE must complete this

declaration when a DVBE contractor or trade contractor will provide materials, supplies, services or equipment.


(2) Time Frame for Submitting Documentation. The DVBE participation documentation must be submitted to the Construction Administrator with the GMP.

Failure to submit full and accurate documentation will result in the Trustees deeming your GMP nonresponsive, and thus eligible for a penalty assessment as identified in the Contract Documents.

d. Use of Proposed DVBE. If awarded the Contract, the successful Design-Builder must use the DVBE suppliers and/or trade contractors proposed

in its GMP unless it has requested substitution and has received approval of the Trustees in compliance with the Subletting and Subcontracting Fair Practices Act. See Article 36.04, Substitution of Trade Contractors, subsection c-Substitution of a Disabled Veteran Business Enterprise.

e. Trustees’ Reporting of DVBE Participation. Responsive to direction from the State Legislature, the Trustees are seeking to report increased statewide participation

of DVBE in contract awards. To this end, the successful Design-Builder shall inform the Trustees of any contractual arrangements with trade contractors, consultants or suppliers that are certified DVBE.

f. Additional DVBE Information Sources. For more information regarding DVBE certification, directories or for general DVBE information, contact: State of California, Department of General Services, Procurement Division Office of Small Business & Disabled Veteran Business Enterprise Services (OSDS), Room 1-400, MS 210 P.O. Box 989052, West Sacramento, CA 95798-9052 (mailing address) 707 Third Street, First Floor, Room 400, West Sacramento, CA 95605 (physical address) Telephone number: (800) 559-5529 or (916) 375-4940; Fax number: (916) 375-4950 Email: [email protected] or, via the Internet at http://www.dgs.ca.gov/pd/Programs/OSDS.aspx.

g. Incentive. In accordance with Government Code section 14838(f), and Military and Veterans Code sections 999.5(a) and

999.5(d), the Trustees are granting a bid incentive for bid evaluation purposes only to Proposers that exceed the three percent DVBE participation requirement. The level of DVBE incentive will correlate to the level of participation; that is, the more DVBE participation proposed, the higher the incentive. The bid incentives are identified in the Request for Proposals.

h. Prime Contractor’s DVBE Subcontracting Report (Form DVBE Subcontracting Report). (1) Design-Builder shall submit a DVBE Subcontracting Report to the Trustees at the end of the Project and

upon completion of the Work, with the final retention payment. (2) In submitting the DVBE Subcontracting Report, the Design-Builder certifies the following information

provided in the report is true and correct: (a) the total amount Design-Builder received from the Trustees under the Contract, (b) the name and address of the DVBE(s) that participated in the performance of the Contract, (c) the total contracted amount for each DVBE, (d) the total payment amounts made to the DVBEs, and (e) the actual percentage of DVBE participation that was achieved for this Contract.

A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation in accordance with Military and Veterans Code section 999.5(d).

i. Sanction for Design-Builder’s Failure to Achieve the DVBE Incentive. The Trustees will sanction any Contractor (Design-Builder) who receives the DVBE incentive and does not contract

the incentive percentage dollar amount of its net GMP to DVBEs.

If by the end of construction the Design-Builder does not realize the incentive DVBE percentage identified in its proposal, the Trustees shall assess an amount of $50,000 per one percent shortfall down to the minimum of three percent (3%), prorated, and deduct it from the Contract Amount due.

33.00 – ACCEPTANCE OF PROPOSAL - DESIGN SERVICES AGREEMENT

33.01 Award of Design Services Agreement If the Trustees deem the acceptance of a proposal or proposals is not in the best interests of the State, the Trustees may reject all proposals (Public Contract Code section 10785). If the Trustees accept the proposal(s) and award a design services agreement, the Trustees’ award shall be made to the Proposer whose proposal complies with all the requirements prescribed and whose proposal is determined to be the best value among the submitted proposals.

mailto:[email protected]

http://www.dgs.ca.gov/pd/Programs/OSDS.aspx


33.02 Execution of Agreement The design services agreement shall be signed by the successful Proposer and returned to Trustees, along with other requisite documentation such as the certificates evidencing the required insurance coverage (see Article 36.06, Insurance Requirements), within ten (10) Business Days of receipt from Trustees. If the successful Proposer is a joint venture, then the joint venture shall submit with the Contract certification form a formal resolution designating the person authorized to sign on behalf of the joint venture. No Contract will be binding on Trustees until it has been executed by Design-Builder and Trustees and approved by the attorney appointed according to law and authorized to represent the Trustees (Public Contract Code section 10820).

After the Trustees’ Office of General Counsel has fully executed the Design Services Agreement, Design-Builder can expect to start Work within 30 days. The Trustees will issue to the Design-Builder a written Notice to Proceed that authorizes the start of design Work only. The Design-Builder may not begin Work before receiving the Trustees’ written Notice to Proceed. Any Work performed by the Design-Builder before receipt of the written Notice to Proceed shall be considered as having been done at the Design-Builder’s own risk.

34.00 - DESIGN REQUIREMENTS

34.01 Scope of Work Design-Builder shall furnish programming, architectural, landscape architectural, furniture and engineering services for the preparation of Construction Documents necessary to complete the Project in accordance with the requirements of the Contract Documents. Design-Builder shall furnish all labor, materials, equipment, services, and transportation necessary to complete the design and construction of the Project, including site work, interior finishes, structures, utilities, furniture and landscaping.

34.02 Intent of the Contract Documents The intent of the Construction Documents is to provide the Trustees with full, complete, and accurate Project documentation, giving such directions as will enable any competent mechanic or other builder to carry them out, resulting in a Project that is complete in all respects. The Construction Documents shall identify that all items necessary or reasonably required to produce a complete and operational Project shall be provided.

34.03 Laws and Codes a. Codes.

The Construction Documents and resulting construction shall comply with all laws, ordinances, rules and regulations of the state of California, including: (1) The California Building Standards Code (CBC), in Title 24 of the California Code of Regulations, as adopted

and published by the California Building Standards Commission. (2) Compliance with the Department of State Architect, Access Compliance Unit’s accessibility regulations in

the California Code of Regulations Title 24 (Parts 2 and 3); 2010 federal ADA standards for accessible design; standards for state and local government facilities – Title II (where more restrictive than CBC.

(3) Compliance with the Office of the State Fire Marshal, fire and life safety regulations, including the most recent editions of NFPA 101, Life Safety Code and NFPA Fire Protection Handbook.

(4) Compliance with the California State University Seismic Review Board seismic project peer review comments.

(5) Other agencies (as may apply) elevators and escalators, Division of Occupational Safety & Health (DOSH), county health department (food and aquatics).

Codes and specifications incorporated by reference shall be those of the latest edition at the time of receiving proposals, unless otherwise specified, see Article 34.08, Standard Specifications.

b. Plan Review Related Appointments by Trustees. (1) Plan Check Service Provider.

The Trustees shall appoint a plan check service provider for the Project from the Trustees’ approved list of such firms. The selected service provider will review the Project Plans and Specifications for adherence to applicable codes and standards, providing an assessment of code compliance to the Campus Deputy Building Official. The service provider is solely responsible to the Trustees in the provision of these services.

(2) Seismic Peer Reviewer. Per the Trustees’ Seismic Policy, the California State University Seismic Review Board shall appoint a seismic peer reviewer for the Project.

(3) Materials Testing and Inspection Services. The Trustees shall appoint a firm(s) to provide materials testing and inspection services during construction. The testing and inspection services firms are solely responsible to the Trustees for observation of


construction, determination of adherence to the Construction Documents (including approved Plans and Specifications) and compliance with the applicable codes and standards.

c. Plans and Specifications – Miscellaneous Requirements. The Plans and Specifications shall identify the design codes, standards, and requirements used for the development of the plans, including the edition and applicable sections.

The Construction Documents shall include a quality control program and an implementation plan to ensure that the completed Project complies with the approved Project criteria. The design professional-of-record shall specify within the Construction Documents all tests and inspections that are required by the building code and those that are appropriate to achieve compliance with the Contract. The Design-Builder shall retain the design professional-of-record to provide in a professional capacity, timely construction administration services. These services shall include shop drawing review, response to requests for information regarding the Construction Documents, and periodic visits to the site to observe the quality of the Work.

The final, approved-for-construction set of Construction Documents shall be signed and stamped by the respective California-licensed professionals who prepared the documents, certifying their compliance with codes, standards, practices and regulations. The design professionals-of-record shall retain full responsibility for the design.

d. Plan Check Review. The Design-Builder shall submit to the Trustees three (3) copies of the completed Plans and Specifications and two (2) copies each of the structural calculations and soils report, for code review, and shall coordinate, monitor and secure all required review approvals. The Trustees will provide contact information for the individual review agencies and support in status inquiries for the Project reviews. When submitting these documents, Design-Builder must allow sufficient time to conduct the reviews and to correct identified deficiencies before construction. For construction projects with an estimated cost exceeding ten million dollars, the minimum review time for the completed design documents is 31 Days, 21 Days for projects less than ten million dollars. These durations may vary. The Design-Builder shall allocate appropriate additional time for resolution of back check review comments for all reviews.

The Design-Builder is encouraged to seek guidance and clarification of Project-specific code compliance issues from the respective agencies and/or assigned plan review firm.

The Trustees shall pay plan check fees and seismic peer review fees associated with the Project, either directly or as a reimbursable item.

The Design-Builder shall incorporate changes, if any, resulting from plan reviews, and/or Campus Deputy Building Official code determinations into the final design without additional cost to the Trustees. Such final drawings and specifications shall be resubmitted to the Trustees for approval.

The final authority for code interpretations shall be as follows for: • Exiting and fire-life-safety issues, The Office of the State Fire Marshal • Access compliance issues, the Division of the State Architect Access Compliance Unit • All other items, code issues shall be issued by the Campus Deputy Building Official, with the Building Official

as the final authority.

e. Seismic Safety Structural Peer Review. The Design-Builder shall direct its design team to interact with the appointed Seismic Safety Peer Reviewer at the beginning of the design process, as required by Trustees’ policy, and continue at regular intervals during the design process and during construction as required. The Design-Builder shall submit one (1) set at each submittal point within the peer review process (Schematic, Preliminary Design, and Construction Documents). Seismic Peer Review comments shall be resolved before the start of construction.

In the event that there are disputes over interpretation of the Trustees’ seismic safety policy, the full California State University Seismic Review Board shall make a final determination under the authority of the Building Official.

f. Access Law Compliance. For all new, alteration or remodeling projects, the Trustees must be in compliance with access requirements. Compliance must be certified by the State of California, Department of General Services, and Division of the State Architect. The appointed plan review firm will coordinate the access compliance submittal.

The Design-Builder shall supply one (1) copy of the Construction Documents (structural calculations are not required) for certification of access compliance (Government Code section 4450 et seq.). The Design-Builder shall incorporate modifications required in the Construction Documents without additional cost to the Trustees. Access compliance review and certification can take six to eight weeks or more. The Trustees will consider administrative appeals in the


event that Access Compliance review extends beyond eight weeks when due to reasons outside the control of the Design-Builder.

g. State Fire Marshal. The Design-Builder shall direct its design team to interact with the appointed State Fire Marshal Reviewer at the beginning of the design process, as required by Trustees’ policy, and continue at regular intervals during the design process and during construction as required. Design-Builder shall submit copies of the Construction Documents as required (structural calculations are not required) for review and approval by the State Fire Marshal. The Design-Builder shall incorporate modifications required in the Construction Documents without additional costs to the Trustees. Complex code issues will increase State Fire Marshal plan review times.

During construction, the State Fire Marshal will conduct periodic field reviews of the construction. Notwithstanding State Fire Marshal stamped and approved plans, the State Fire Marshal has the authority to require revisions/ corrections to secure code compliance, based on their field review inspection findings. These corrections, when ordered by the State Fire Marshal to achieve code compliance, shall be provided by The Design-Builder without additional costs to the Trustees.

h. Plan Approval by Campus Deputy Building Official. Plans for construction require the express written approval of the responsible Campus Deputy Building Official, who will require resolution of issues from building code, accessibility, Fire Marshal and Seismic Peer Review and other agency reviews as may apply, as a prerequisite to the approval of documents for construction.

The Design-Builder shall address all review comments and appropriately reserve Project schedule time for their completion. Delays in meeting the schedule are the responsibility of the Design-Builder, not the Trustees.

Changes, alterations, substitutions, or modifications made to previously stamped and approved Plans during construction that affect code compliance must be approved in writing by the Campus Deputy Building Official.

Design-Builder shall incorporate without additional cost to the Trustees any changes, alterations, substitutions, or modifications made to the approved Plans that are required during construction to satisfy code requirements, including those not previously identified in the approved Plans, or to properly implement the approved Plans, or where observed workmanship and/or discovered conditions so require.

As a prerequisite to the Trustees filing the Notice of Completion for the Project, the Campus Deputy Building Official will issue a certificate of completion when satisfied that the approved Plans have been implemented and that all inspection and technical code and standards compliance issues identified during construction have been satisfactorily resolved.

34.04 Trustees’ Review of Construction Documents The Design-Builder shall submit to the Trustees for approval Construction Documents necessary to construct the Project, including drawings and detailed Specifications for site layout, utilities, and landscaping. It is required that these Construction Documents be prepared under the supervision of a California licensed architect, and shall be signed or sealed by the architect (and respective engineers), responsible for the preparation thereof.

During the course of the development of the Construction Documents, the Trustees will review the Construction Documents and respond with desired corrections/adjustments.

The Design-Builder shall check the review response of the Trustees to ascertain if notations result in a claim for extra cost and shall notify Trustees in writing of any such claim before proceeding with Work. Proceeding with the Work included without prior notification constitutes waiver of claim for any extra cost. The Design-Builder shall coordinate with the Trustees to then identify any scope revisions and associated costs.

The Design-Builder shall promptly make code/peer review corrections and agreed scope revisions (if any) to the Construction Documents and resubmit them to the Trustees for approval. Such review does not constitute approval or acceptance of variations from the Design-Build Contract Documents, as modified and detailed in the Technical Proposal, unless such variations specifically have been identified with special emphasis in writing by the Design-Builder and specifically have been approved in writing by the Trustees.

34.05 Partial Permit Approvals Review and approval of Construction Documents shall be obtained from the Trustees before the start of construction. The Trustees will consider design submissions for site development and, if found satisfactory, may allow the Design-Builder to proceed with preliminary grading, foundations, and other elements of site development while completing final Construction Documents for the balance of the Work.

The Design-Builder is responsible for final approvals per Articles 34.03 and 34.04, and approval of portions of the Work by


the Trustees does not relieve the Design-Builder of responsibility for construction should changes be required due to items disapproved or changed due to plan check. The responsibility for a totally integrated design in accordance with the Contract Documents shall remain with the Design-Builder.

34.06 Submittals The Design-Builder shall submit shop drawings, samples, material lists, and manufacturer’s equipment brochures setting forth in detail the Work as it is to be performed by the Design-Builder. Submittals shall be made in accordance with Article 36.04. The Design-Builder shall secure Trustees’ written approval of submittals prior to use of the materials for the Work.

34.07 Divisions of the Performance Specifications The performance specifications are divided into sections for convenience. The actual limitations of Work in the various trades and/or sections of the specifications remain the responsibility of the Design-Builder.

34.08 Standard Specifications Standard specifications such as ASTM, ANSI, AASHTO, AWWA, AISC, Commercial Standards, Federal Specifications, NBFU, NEMA, UL, and the like, incorporated in the requirements by reference, shall be those of the latest edition at the time of receiving proposals, unless otherwise specified.

34.09 Layout of the Work The Design-Builder shall employ, at its own expense, a California-registered civil engineer or California-licensed land surveyor to layout the Work of the Project and establish reference points and elevations required for the construction. Reference points for the construction shall be set in accordance with layout control points identified in the Request for Proposal. On projects with new foundations (for buildings, site improvements, bridges, light poles, others), the Design-Builder shall prepare a survey illustrating dimensions, locations, angles and elevations of the construction associated with the new foundation, and shall show the as-built location of the construction on the Project Site Boundary drawing provided by the Trustees. The Design-Builder shall specify the horizontal location using California Coordinate System, NAD 83 Coordinates. A California-licensed land surveyor shall certify the survey with its stamp and signature, after which the Design-Builder shall submit it promptly to the Trustees. The Design-Builder shall prepare surveys and design for excavations and shorings, where required, for the Project. The Trustees have the right, but not the obligation, to check the location and elevation of such stakes and reference points and/or to check Work constructed from such stakes or reference points. Work that is not correctly located shall be rejected. The Design-Builder shall provide to the Trustees the record survey and a copy of the closure data of the layout of the Project showing the ties to the University layout control points. The information shall be provided in the form of a CD-ROM containing “PDF” and “CAD” files of the same.

34.10 Ownership and Use of Documents The Design-Builder agrees and shall secure like agreement from the Project Architect/Engineer that designs, drawings, specifications, electronic equivalents and other technical data produced in the performance of this Agreement become the property of the Trustees upon payment of Work completed. The Trustees grant the Design-Builder and the Project Architect/Engineer the right to reuse aspects (i.e. details and design elements) of the design developed for this Project in other designs for other future projects including those with other clients.

The Design-Builder agrees that the Trustees shall have access at reasonable times to inspect and make copies of notes, designs, drawings, specifications, electronic files, calculations and other technical data pertaining to the Work performed under this Contract. a. Use of Documents.

The Trustees retain the right to utilize documents prepared under the Agreement regardless of whether the Agreement is terminated or the Project is suspended or abandoned. This right allows the Trustees to use these documents in the future for the same Project, a modified version of it, or for one that is similar.

b. Reuse of Documents. Reusing the documents on another project without the approval of the Design-Builder relieves the Design-Builder of liability resulting from their use.

35.00 - AWARD AND EXECUTION OF DESIGN-BUILD AGREEMENT

35.01 Direct Cost of the Work The costs included in the Direct Cost of the Work (see Article 31.00, Definitions, and the RFP, under Classification of Project Costs (Table A)) shall not be at rates higher than the standard paid at the place of the Project, except with prior written consent of the Trustees. The Design-Builder shall include only the following items in the Direct Cost of the Work.


a. Labor Costs. (1) Wages of construction workers directly employed by the Design-Builder to perform the construction of the

Work at the Site or, with the Trustees’ agreement, at off-site workshops. (2) Actual costs paid or incurred by the Design-Builder for taxes, insurance, contributions, assessments and

benefits, associated with the construction workers directly employed by the Design-Builder, and as required by law.

b. Trade Contractor Cost. Payments made by the Design-Builder to trade contractors in accordance with the requirements of the subcontracts.

c. Cost of Materials and Equipment Incorporated in the Completed Construction. (1) Actual costs, including transportation of materials and equipment incorporated or to be incorporated in the

completed construction. (2) Costs of materials in excess of those actually installed but required to provide reasonable allowance for waste

and for spoilage. Unused excess materials, if any, shall be handed over to the Trustees at the completion of the Work or, at the Trustees’ option, shall be sold by the Design-Builder. Any amounts realized from such sales shall be credited to the Trustees as deduction from the cost of the Work.

d. Cost of Other Materials and Equipment and Related Items. (1) Actual costs, including transportation, installation, maintenance, dismantling and removal of materials,

supplies, temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the Design-Builder at the Site and fully consumed in the performance of the Work. Cost for items previously used by the Design-Builder shall mean fair market value. The Trustees reserves the right to dispose of all temporary structures and small tools that have been purchased but are no longer required for the Work.

(2) Costs of removal of debris from the site.

e. Miscellaneous Costs. (1) Sales taxes imposed by a governmental authority which are related to the work and for which the Design-

Builder or Owner is liable. (2) Fees of testing laboratories for tests required by the Contract Documents, except those related to defective or

nonconforming work for which reimbursement is excluded by Article 36.06, Testing Materials, Articles, Equipment and Work, or other provisions of the Contract Documents.

(3) Deposits lost for causes other than the Design-Builder's fault or negligence. (4) Cost of surveys if required for the Work. (5) Costs of obtaining and using all utility services required for the Work, if not paid directly by the Trustees.

f. Other Costs. This category includes other costs incurred in the performance of the Work if approved by the Trustees in advance

and in writing. Design-Builder shall include items such as crane rental/operation in the GMP as general requirements.

g. Excluded from Direct Construction Cost of the Work. (1) Costs in repairing or correcting work damaged or improperly executed by construction workers in the

employment of the Design-Builder and/or trade contractors, resulting from the fault or negligence of the Design-Builder and/or trade contractors or the Design-Builder's and/or trade contractors’ employees, foremen, engineers or superintendents, or other supervisory, administrative or managerial personnel.

(2) Costs in repairing damaged work other than that described in Article 35.01-g (1), resulting from the fault or negligence of the Design-Builder or the Design-Builder's personnel, and only to the extent that the cost of such repairs is not recoverable by the Design-Builder from others and the Design-Builder is not compensated therefor by insurance or otherwise.

(3) Design-Builder’s site management fees, bonds, design, OH&P, and contingency reserve.

35.02 Construction Phase Services The Design-Builder’s fee percentage for Construction Phase Services, as included in the cost proposal, shall include the following items: a. Labor Costs

(1) Wages or salaries of the Design-Builder's supervisory and administrative personnel when stationed at the Site with the Trustees’ agreement.

(2) Wages and salaries of the Design-Builder's supervisory or administrative personnel engaged at factories, workshops (not including Design-Builder's principal or branch offices) or on the road expediting the


production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work.

(3) Wages or salaries of the Design-Builder’s Project manager, whether stationed at the Site or in the Design-Builder’s principal office or branch offices, but only for that portion of his/her time required for the Work.

b. Travel and Subsistence. That portion of the reasonable travel and subsistence expenses of the Design-Builder's personnel incurred while

traveling in discharge of duties connected with the Work.

c. Miscellaneous Costs. (1) That portion of premiums for insurance and bonds directly attributable to the Contract. (2) Fees and assessments for the building permit and for other permits, licenses and inspections for which the

Design-Builder is required by the Contract Documents to pay.

35.03 Costs Not Included in Construction Phase Services The cost of the Work shall not include: a. Any costs incurred by the Design-Builder in providing pre-construction services specified under a separate service

agreement executed between the Design-Builder and the Trustees. b. Salaries and other compensation of the Design-Builder's personnel stationed at the Design-Builder's principal office

or offices other than the Site office, except as specifically provided in Articles 35.01 and 35.02. c. Payments to Design-Builder's employees over and above their regular pay (bonuses, incentive pay, profit sharing,

severance pay, etc.). d. Expenses of the Design-Builder’s principal office and offices other than the Site office. e. Overhead and general expenses, except as may be expressly included in Articles 35.01 and 35.02. f. The Design-Builder's capital expenses, including interest on the Design-Builder's capital employed for the Work. g. Except as provided in Article 35.01, costs due to the fault or negligence of the Design-Builder, trade contractors,

anyone directly or indirectly employed by the Design-Builder or trade contractors, or for whose acts the Design-Builder or trade contractors may be liable, including but not limited to costs for the correction of damaged, defective or nonconforming Work, disposal and replacement of materials and equipment incorrectly ordered or supplied, and making good damage to property not forming part of the Work.

h. Electronic processing and personnel cost incurred by the Design-Builder in preparing the Project schedule and schedule updates, payroll, project cost reports or project status reports and any other reports necessary to the progress of the Work.

i. Any costs based on percentages, rather than actual costs paid by the Design-Builder, unless specific percentages are documented and approved by the Trustees.

j. Any fees paid to Contractor/Design-Builder organizations (AGC, ABC, AIA etc.) k. Contractor's business license. l. Any cost not specifically and expressly described in Articles 35.01 and 35.02.

m. Costs that would cause the Guaranteed Maximum Price to be exceeded.

35.04 Discounts, Rebates and Refunds a. Cash discounts obtained on payments made by the Design-Builder shall accrue to the Trustees if:

(1) Before making the payment, the Design-Builder included them in a payment request and received payment therefor from the Trustees, or

(2) The Trustees have deposited funds with the Design-Builder with which to make payments; otherwise, cash discounts shall accrue to the Design-Builder. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Trustees, and the Design-Builder shall make provisions so that they can be secured. If a trade discount by the actual supplier is available to the Design-Builder, it shall be credited to the Trustees. Labor Costs.

b. Amounts, which accrue to the Trustees in accordance with the provisions of Article 35.04-a, shall be credited to the Trustees as a deduction from the cost of the Work.

35.05 Clarification Prior to Guaranteeing the Maximum Price The Design-Builder shall examine the Design-Build Contract Documents in preparing the GMP and shall report to the Architect any omissions, discrepancies, or errors found in the plans and specifications. Before the date of agreeing to the GMP, the


Design-Builder shall submit a written request for clarification to the Architect who may give such clarification in the form of an addendum. Otherwise, in obtaining the cost of the Project, the Design-Builder shall consider that any conflicts shall be governed by Article 37.01, Interpretation of Contract Requirements.

Only the Architect is authorized to answer questions or prepare addenda relative to the Project. Information obtained verbally from any source has no contractual authority, may not be relied upon, and shall have no standing in any event that may occur.

35.06 Guaranteed Maximum Price The Design-Builder shall guarantee the Contract Amount for the Project not to exceed the GMP, as set forth in the Agreement. The Design-Builder shall support the GMP by a line item cost breakdown for each trade, allowances, bonds, site management fees, OH&P, contingency, and any other cost necessary to complete the Project. The GMP shall be subject to additions and deductions by change order as provided in Article 38, Change Orders.

If the cost of the Work, together with the Design-Builder’s fee, exceeds the GMP, adjusted from time to time by change order, the Design-Builder shall pay the overrun without reimbursement by the Trustees. If the actual cost of the Work, plus the Design-Builder’s fee, is less than the GMP, as adjusted from time to time by change order, then the Design-Builder shall pay the Trustees the difference. Design-Builder agrees to use all reasonable efforts to maximize the cost savings for the mutual benefit of the parties.

35.07 Listing of Trade Contractors The Design-Builder shall solicit a minimum of four qualified trade contractors in a manner most appropriate to obtain competitive bidding. Identify in the trade contractor solicitation the construction budget for that trade, and clearly state the amount of bonds required by the trade contractors, and whether the Design-Builder or the trade contractor will be responsible for the cost of the bonds (Public Contract Code section 4108).

Upon award of a trade contract, Design-Builder shall submit a List of Trade Contractors to the Construction Administrator whereon the Design-Builder shall list the names and addresses, telephone numbers, license numbers, Contract amount, DVBE status, and other requested information, of each trade contractor that will perform Work or labor or render services for the Design-Builder in excess of one-half of one percent of the Design-Builder’s total GMP. This list shall be kept current and accurate by the Design-Builder. Design-Builder shall also state the portion of Work or labor or rendition of services that each such trade contractor will do (Public Contract Code sections 4104, 4105 and 4106). For each alternative Design-Builder shall list any trade contractor not included in the base Contract Work trade contractor listing. a. Non-small Business Bidders Claiming the Small Business Preference. If the Design-Builder is a Non-small Business and claimed the small business preference, the Design-Builder shall list

all trade contractors certified as California small businesses, and the total of these subcontracts shall be at least 25% of the total GMP, including awarded alternatives.

b. Disabled Veteran Business Enterprises (DVBE) Participation Requirement. Design-Builder is required to achieve three percent DVBE participation in its GMP and, if Trustees awarded Design-Builder points in the RFP process for a DVBE incentive, Design-Builder is required to achieve that level of DVBE participation in its GMP. The Trustees will calculate the Design-Builder’s DVBE participation on the GMP, including alternatives. Design-Builder shall list on the List of Trade Contractors, the DVBEs participating in the GMP and the dollar amount of participation by each DVBE. The total of the DVBE participation amounts that Design-Builder provides on the List of Trade Contractors shall equal at least the Design-Builder’s proposed percentage of participation. For each alternative Design-Builder shall list any DVBE participating in work to be performed on the alternative. If the Trustees granted the DVBE Bid Incentive to the Design-Builder, the total amount of DVBE participation shall equal at least the incentive percentage of the total GMP, including awarded alternatives.

c. Subcontractor Directory. The Design-Builder shall maintain current information requested on the Subcontractor Directory for all tiers of

subcontractors working on the Project, and shall submit the Subcontractor Directory with its signed construction Contract and with all payment requests.

35.08 Award of Design-Build Agreement The Trustees and the Design-Builder have agreed to a schedule, design, specifications, and a Guaranteed Maximum Price (the Design-Build Contract Documents) and, the Trustees have awarded a Design-Build Agreement to the Design-Builder to complete the design and construct the Project.

35.09 Contract Bonds The Design-Builder shall furnish, for each counterpart signed, two surety bonds in the form prescribed by the Trustees. Each bond shall be in an amount equal to 100 percent of the awarded Contract price and executed by an admitted surety insurer licensed in the State of California and listed in the latest published United States Treasury Department list of “Companies


Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies.” Reference the following websites: • State of California Department of Insurance at: http://interactive.web.insurance.ca.gov/companyprofile/companyprofile, and • The US Treasury listing at: http://www.fiscal.treasury.gov/fsreports/ref/suretyBnd/c570.htm.

One of the surety bonds shall guarantee faithful performance of the Contract by the Design-Builder and the other shall secure payment of laborers, mechanics, or materialmen employed on the Project. Such bonds are subject to the approval of the Trustees. Contract bonds shall remain in full force and effect during the term of the Contract including the one-year guarantee period, and through the ten-year limit on latent defects (Public Contract Code sections 10821-10824, Code of Civil Procedure section 337.15).

The Trustees will not accept Riders or modification of any kind on original performance bonds and payment bonds provided at award. Bond document forms approved by the Trustees must be used without alteration.

The Trustees shall make all alterations, extensions of time, extra and additional Work, and other changes authorized by the Trustees for any part of the Contract, including determinations made under Article 39.01, Claims, without securing the consent of the surety or sureties on the Contract bonds.

Whenever the Trustees have cause to believe that the surety has become insufficient, the Trustees may demand in writing that the Design-Builder provide such further bonds or additional surety, as in the Trustees’ opinion is necessary, considering the extent of the Work remaining to be done. Thereafter the Trustees shall make no payment shall be made to the Design-Builder or any assignee of the Design-Builder until the further bonds or additional surety has been furnished (Public Contract Code section 10825). To address the insufficiency of the surety, the Trustees will accept a Rider to both bonds that will increase the Contract Amount, but such Rider shall not change any other Contract terms and conditions.

35.10 Execution of Design-Build Agreement The Design-Builder shall sign each Design-Build Contract counterpart and return the Contract counterparts to the Trustees, together with the Contract bonds and certification, along with other requisite documentation such as the Subcontractor Directory and certificates evidencing the required insurance coverage (see Article 36.06, Insurance Requirements) within ten (10) Business Days of receipt from the Trustees. Reference the following Article 35.11 for the failure of the Design-Builder to execute the Contract timely. If the Design-Builder is a joint venture, then the joint venture shall submit with the Contract certification form a formal resolution designating the person authorized to sign on behalf of the joint venture. The Design-Builder and the Trustees shall each sign two sets of plans, specifications, and addenda (usually at the preconstruction conference)--one set for each party to be filed with the Contract. No Contract shall be binding upon the Trustees until it has been executed by the Design-Builder and the Trustees and approved by the Trustees’ attorney (in the Office of General Counsel) appointed according to law and authorized to represent the Trustees (Public Contract Code section 10820).

After the Trustees’ attorney has fully executed the Design-Build Agreement, Design-Builder can expect to start Work within 30 Days. The Trustees will issue to the Design-Builder a Notice to Proceed for the design-build Work and a separate Notice to Proceed for construction. Any Work performed by the Design-Builder before the Project start date as specified on the written Notice to Proceed shall be considered as having been done at the Design-Builder’s own risk.

35.11 Failure or Refusal to Execute Design-Build Agreement Failure or refusal by the Design-Builder to execute the Design-Build Agreement within the time set in Article 35.10, Execution of Design-Build Agreement, shall be just cause for the rescission of the award. Failure or refusal to file acceptable bonds and insurance within the time set in Article 35.10, Execution of Design-Build Agreement, constitutes a failure or refusal to execute the Contract.

36.00 - CONDUCT OF THE CONSTRUCTION WORK

36.01 Laws to be Observed--Generally a. State and Federal Laws.

The Design-Builder shall observe all state and federal laws that affect the Work under this Contract. The Design-Builder shall hold harmless, defend and indemnify the Trustees against any claim arising from the violation of any law, whether by itself or its agents, employees, or subcontractors. If a conflict arises between the provisions of this Contract and a law, the Design-Builder immediately shall notify the Trustees’ Construction Administrator in writing. “Law” as used in this paragraph includes statutes and regulations adopted, as well as executive orders, authoritative interpretations, and other rules and directives issued by legally constituted authority.

b. National Labor Relations Board-Compliance with Order. In executing this Contract, the Design-Builder swears, under penalty of perjury, that no more than one final, unappealable finding of contempt of court by a federal court has been issued against the Design-Builder within the

http://interactive.web.insurance.ca.gov/companyprofile/companyprofile

http://www.fiscal.treasury.gov/fsreports/ref/suretyBnd/c570.htm


immediately preceding two-year period because of the Design-Builder’s failure to comply with an order of a federal court which directs the Design-Builder to comply with an order of the National Labor Relations Board. The Trustees may rescind this Contract if the Design-Builder falsely swears to this statement (Public Contract Code section 10296.)

c. Child and Family Support Obligations. The Design-Builder acknowledges the policy of the state of California regarding the importance of child and family

support obligations expressed in Public Contract Code section 7110(a). The Design-Builder acknowledges that to the best of its knowledge, it is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the State’s Employment Development Department.

d. Audit Provisions. The contracting parties shall be subject to examination and audit by both the Trustees (or designee) of the California

State University and the Auditor General of the State of California at any time during construction and for a period of three (3) years after final payment of the Contract (Government Code section 8546.7). Such examination and audit shall include access to the Design-Builder and the subcontractor records as delineated in the following: (1) The Design-Builder’s records which shall include but not be limited to accounting records (hard copy, as

well as electronic data if it can be made available), written policies and procedures; subcontract files (including proposals of successful and unsuccessful proposers, bid recaps, etc.); original estimates; estimating work sheets; correspondence; change order files (including documentation covering negotiated settlements); back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; and any other supporting evidence deemed necessary by the Trustees/Auditor General to substantiate charges related to this Contract (all foregoing hereinafter referred to as “records”) and shall be open to inspection and subject to audit and/or reproduction to adequately permit evaluation and verification of (a) the Design-Builder’s compliance with Contract requirements and (b) compliance with provisions for pricing change orders, payments or claims submitted by the Design-Builder or any of his payees. The Design-Builder is required to have as part of the records the following reports: a detailed cost ledger reflecting total charges against the Project which present an itemization by invoice and labor costs by cost codes; a summary report identifying total Project costs by cost codes; and a subcontractor history report including each subcontract amount and change orders issued thereto.

(2) Inspection and copying from time to time and at reasonable times and places any and all information, materials and data of every kind and character, including but not limited to records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, superintendent reports, drawings, receipts, vouchers and memoranda, and any and all other agreements, sources of information and matters that may have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Contract document. Such records subject to audit shall also include, but not be limited to, those records necessary to evaluate and verify direct and indirect costs, (including overhead allocations) as they may apply to costs associated with this contract.

(3) The Trustees/Auditor General shall be allowed to interview any of the Design-Builder’s employees, pursuant to the provisions of this article throughout the term of this Contract and for a period of three years after final payment or longer if required by law.

(4) The Design-Builder shall require all subcontractors, insurance agents, and material suppliers (payees) to comply with the provisions of this article by insertion of the requirements hereof in a written contract agreement between the Design-Builder and payee. Such requirements will also apply to subcontractors and sub-subcontractors, etc. The Design-Builder will cooperate fully and will cause all related parties and all of the Design-Builder’s subcontractors (including those entering into lump sum subcontracts) to cooperate fully in furnishing or in making any and all such information, materials and data available to Trustees/ Auditor General from time to time, whenever requested, in an expeditious manner.

(5) The Trustees/Auditor General shall have access to the Design-Builder’s facilities, shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Contract, shall have access to all necessary records, and shall be provided adequate and appropriate work space, in order to conduct audits in compliance with this article.

(6) If an audit inspection or examination in accordance with this Article discloses overcharges (of any nature) in excess of one-half of one percent (.5%) of the total Contract billings by the Design-Builder to the Trustees, the Design-Builder shall reimburse to the Trustees the reasonable actual cost of the Trustees/ Auditor General audit. Any adjustments and/or payments which must be made as a result of any such audit or inspection of


the Design-Builder’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 Days) from presentation of the Trustees/Auditor General findings to Design-Builder.

(7) If an audit discloses overcharges on change orders, where a Design-Builder has submitted costs and has received payment of costs for a subcontractor’s Work, but has not passed on such payment to the subcontractor (including mark-up charged), and the Design-Builder’s records do not reflect offsetting back charges, the Design-Builder shall reimburse the Trustees for such overcharges upon receipt of a request from the Trustees.

e. Personal Responsibility and Work Opportunity Reconciliation Act of 1996. If the Design-Builder is a natural person, the Design-Builder certifies in accepting this Contract that it is a citizen or

national of the United States or otherwise qualified to receive public benefits under the Personal Responsibility and Work Opportunity Reconciliation Act of 1996 (P.L. 104-193; 110 STAT. 2105, 2268-69).

f. Declaration of Eligibility to Contract with the State. If the Design-Builder is a corporation, the Design-Builder certifies and declares by signing the Agreement that it is eligible to contract with the state of California pursuant to the California Taxpayer and Shareholder Protection Act of 2003 (Public Contract Code section 10286 et seq.).

36.02 Laws to be Observed--Regarding Labor a. Prevailing Wage.

The Work under this Contract is a public works project (see definition of public works, Labor Code section 1720 et seq.) and must be performed in accordance with the requirements of Labor Code sections 1720 to 1815 and Title 8 California Code of Regulations sections 16000 to 17270, which govern the payment of prevailing wage rates on public works projects. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations (DIR). Design-Builder and all subcontractors must comply with all applicable laws and regulations, and perform all obligations required by the DIR pursuant to such authority.

The prevailing wage rates set forth are the minimum that must be paid by the Design-Builder on a public works contract. Nothing herein contained shall be construed as preventing the Design-Builder from paying more than the minimum rates set forth. If a worker employed by a subcontractor on a public works project is not paid the general prevailing per diem wages by the subcontractor, the Design-Builder is liable for any penalties under section 1775(a), if the Design-Builder fails to comply with the requirements of section 1775(b). Design-Builder shall periodically review and monitor all subcontractors’ certified payroll records. If Design-Builder learns that any subcontractor has failed to comply with the prevailing wage requirements herein, Design-Builder shall take corrective action.

Design-Builder represents and warrants that the Contract Amount includes sufficient funds to allow Design-Builder and all subcontractors to comply with all applicable laws and contractual agreements. Design-Builder shall defend, indemnify and hold the Trustees of the California State University, the University, its officers, employees and agents harmless from and against any and all claims, demands, losses, liabilities, and damages arising out of or relating to the failure of Design-Builder or any subcontractor to comply with any applicable law in this regard, including, but not limited to, Labor Code section 2810. Design-Builder agrees to pay any and all assessments, including wages, penalties and liquidated damages (those liquidated damages pursuant to Labor Code section 1742.1) made against the Trustees in relation to such failure. (1) Hours of Labor.

Eight (8) hours of labor constitutes a legal day’s work. The Design-Builder or any subcontractor shall forfeit, as a penalty to State, $25.00 for each worker employed in the execution of the Contract by the Design-Builder or any subcontractor, for each Day during which the worker is required or permitted to work more than eight hours in any one Day and forty hours in any one calendar week, in violation of the provisions of the Labor Code sections 1810 to 1814, thereof, inclusive. Notwithstanding the provisions of Labor Code sections 1810 to 1814, Work performed by employees of the Design-Builder or any subcontractor in the execution of the Contract in excess of eight hours per Day, and forty hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight hours per Day at not less than one and one-half times the basic rate of pay as provided in Labor Code section 1815.

(2) If it becomes necessary to employ crafts other than those listed, the Design-Builder shall notify the Trustees immediately, and the Trustees will ascertain additional prevailing rates and the rates thus determined shall be applicable as minimum from time of initial employment.

(3) Pursuant to Labor Code section 1770, the Director of the DIR has ascertained the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work for each craft needed in execution of the Contract as set forth in the Notice to Contractors. Design-Builder shall post a schedule showing all applicable prevailing wage rates at appropriate and conspicuous locations on the Project site in


accordance with Labor Code section 1773.2. The Trustees shall maintain copies of the prevailing rate of per diem wages, and shall make them available to any interested party upon request. Design-Builder shall also post job site notices as required by the DIR pursuant to Labor Code section 1771.4 (a) (2) and applicable regulations.

(4) The Design-Builder and any subcontractor under subcontract to the Design-Builder on the Project shall comply with Labor Code section 1775, and the Design-Builder shall include provisions in its Contract with its subcontractors that will require compliance with Labor Code section 1775. As required by section 1775(b) the Design-Builder shall include a copy of the provisions of sections 1771, 1775, 1776, 1777.5, 1813, and 1815 in the Contract between the Design-Builder and the subcontractor. The Design-Builder shall monitor its subcontractors’ compliance with the prevailing wage law as required by section 1775(b). In accordance with section 1775, the Design-Builder and any subcontractor under the Design-Builder shall forfeit as a penalty to the State not more than $200 for each Day or portion thereof, for each worker paid less than the prevailing wage rates for the work or craft in which the worker is employed for any public work done under the Contract by it or, except as provided in section 1775(b), by any subcontractor under it. In addition to this penalty, the Design-Builder or subcontractor shall pay each worker the difference between the prevailing wage rates and the amount paid to each worker for each Day or portion thereof for which each worker was paid less than the prevailing wage rate.

(5) In accordance with Labor Code section 1776, the Design-Builder and subcontractors shall keep an accurate payroll record on forms provided by the Division of Labor Standards Enforcement (or shall contain the same information as the forms provided by the division). The payroll records may consist of printouts of payroll data that are maintained as computer records, if the printouts contain the same information as the forms provided by the division, and the printouts are verified in the manner specified herein.

Payroll records shall show the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and actual per diem wages paid to each journeyman, apprentice or worker employed in connection with the public work. Each payroll record shall contain verification by written declaration under penalty of perjury that the information contained in the payroll record is true and correct and that the Contractor and subcontractors have complied with the requirements of Labor Code sections 1771, 1776, 1777.5, 1811 and 1815 for any work performed by its employees on the Project. (a) The Design-Builder, and all subcontractors must furnish payroll records to the Labor Commissioner

at least monthly and in a format prescribed by the Labor Commissioner, as required by Labor Code section 1776.

(b) The Design-Builder and subcontractors’ certified payroll records shall be available for inspection at all reasonable hours, or certified copies furnished upon request to the following requesting parties: (i) the employee or his or her authorized representative, (ii) the Trustees, the Division of Labor Standards Enforcement (DLSE), the Division of

Apprenticeship Standards (DAS), (iii) the public; however, a request by the public shall be made through the Trustees or the

DLSE or DAS. If the requested payroll records have not been provided pursuant to paragraph (ii) above, the Design-Builder shall collect from the requesting party the costs of preparation by the Design-Builder subcontractors, and the Trustees. The public may not be given access to the records at the principal office of the Design-Builder.

(c) Records made available for inspection as copies and furnished upon request to the public or any public agency by the Trustees or the DLSE or the DAS shall be marked or obliterated to prevent disclosure of an individual’s name, address, and social security number. The name and address of the Design-Builder or subcontractor awarded the contract or subcontractor performing the contract shall not be marked or obliterated.

(d) Any copy of records made available for inspection by, or furnished to, a multiemployer Taft-Hartley trust fund (29 U.S.C. Sec. 186(c) (5)) that requests the records for the purposes of allocating contributions to participants shall be marked or obliterated only to prevent disclosure of an individual’s full social security number, but shall provide the last four digits of the social security number.

(e) Any copy of records made available for inspection by, or furnished to, a joint labor-management committee established pursuant to the federal Labor Management Cooperation Act of 1978 (29 U.S.C Sec. 75a) shall be marked or obliterated only to prevent disclosure of an individual’s social security number.


(f) Any copy of records made available for inspection by, or furnished to, agencies that are included in the Joint Enforcement Strike Force on the Underground Economy established pursuant to section 329 of the Unemployment Insurance Code, and other law enforcement agencies investigating violations of law shall, upon request, be provided nonredacted copies of certified payroll records. Any copies of records or certified payroll made available for inspection and furnished upon request to the public by an agency included in the Joint Enforcement Strike Force on the Underground Economy or to a law enforcement agency investigating a violation of law shall be marked or redacted to prevent disclosure of an individual’s name, address, and social security number.

(g) The Design-Builder or subcontractor shall file a certified copy of the payroll records with the requesting entity within 10 Days after receipt of a written request. In the event the Design-Builder or subcontractor fails to comply within the 10-Day period, the Design-Builder or subcontractor shall, as penalty to the state or Trustees, forfeit one hundred dollars ($100) for each Day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the DLSE or the DAS, these penalties shall be withheld from progress payments then due. The Design-Builder is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section. Design-Builder or subcontractor may be subject to debarment by the Labor Commissioner for failure to submit certified payrolls timely.

(6) The Design-Builder is required to submit to the Trustees a minimum of the first two weeks of certified payroll and the Hourly Labor Rate Worksheet for its workers and all subcontractors included in change orders. Additional weeks of certified payroll records may be required at the discretion of the Trustees.

(7) Consistent with Public Contract Code section 6109, the Design-Builder is prohibited from performing a portion of Work with a subcontractor who is debarred pursuant to Labor Code section 1777.1 or 1777.7.

(8) Apprentices. If the Design-Builder or any subcontractor employs workers on the Project in any apprenticeable craft, it may apply to any apprenticeship program in the craft in the area of the Work for a certificate approving the Design-Builder or subcontractor for the employment and training of apprentices. The Design-Builder or subcontractor shall employ the number of apprentices or the ratio of apprentices to journeymen specified in the certificate unless the conditions set out in Labor Code section 1777.5 excuse it from this requirement.

Every apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which they are employed and shall be employed only in the Work of the craft or trade to which they are indentured. The employment and training of each apprentice shall be in accordance with the provisions of the apprenticeship agreements under which a person is training.

The Design-Builder or subcontractor employing journeymen or apprentices in any apprenticeable craft or trade shall contribute to the fund or funds set up in the area of Work to administer the apprenticeship program in each trade in which it employs such journeymen or apprentices in the same amount and manner as the contributing contractors.

Special attention is directed to Labor Code sections 1777.5, 1777.6 and 1777.7, and California Code of Regulations, Title 8, section 200 et seq. Each Design-Builder and subcontractor must, before commencement of Work under this Contract, contact the Division of Apprenticeship Standards, 455 Golden Gate, 8th Floor, San Francisco, California, 94102, or one of its branch offices to ensure compliance and understanding of the law regarding apprentices and specifically the required ratio thereunder. Responsibility for compliance with this section lies with the prime Contractor.

Design-Builder or subcontractor’s failure to comply with Labor Code section 1777.5 may result in penalties or debarment pursuant to Labor Code section 1777.7.

b. Nondiscrimination (1) During the performance of the Contract, the Design Builder and its subcontractors shall not deny the

Contract’s benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age (over 40) or sex. Design Builder shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.

(2) Design Builder shall comply with the provisions of the Fair Employment and Housing Act (Government Code section 12900 et seq.), the regulations promulgated thereunder (California Code of Regulations, Title


2, section 7285 et seq.) and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2, sections 11135-11139.5 of the Government Code.

(3) Design Builder shall permit access by representatives of the Department of Fair Employment and Housing and the Trustees upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, other sources of information, and its facilities as said Department or Trustees shall require to ascertain compliance with this clause.

(4) Design Builder and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

(5) Design Builder shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform Work under the Agreement (Title 2, California Code of Regulations section 8107).

c. Workers’ Compensation. The Design Builder shall be required to secure payment of Workers’ Compensation to its employees in accordance with Labor Code section 3700 and shall file with the Trustees prior to performing the Work the certification required in Labor Code section 1861 (refer also to Article 36.06-a (1), Policies and Coverage, herein).

d. Education, Counseling, and Training Programs. All educational, counseling and vocational guidance programs and all apprenticeship and on-the-job training programs, under this Contract, shall be open to all qualified persons, without regard to race, sex, color, religion, national origin or ancestry. Such programs shall be conducted to encourage the fullest development of the interests, skills, aptitudes, and capacities of all students and trainees, with special attention to the problems of culturally deprived, educationally handicapped, or economically disadvantaged persons. Expansion of training opportunities under these programs shall also be encouraged with a view toward involving larger numbers of participants from these segments of the labor force where the need for upgrading levels of skills is the greatest.

e. Occupational Safety and Health. The Design Builder shall comply with all the provisions of the Federal Occupational Safety and Health Act of 1970 (29 U.S.C. section 651 et seq.) and all rules, regulations, and orders adopted pursuant thereto. The Design Builder shall comply with all the provisions of the California Occupational Safety and Health Act of 1973 (Labor Code section 6300 et seq.) and all rules, regulations and orders adopted pursuant thereto. These laws provide for job safety and health protection for workers.

The Design Builder shall obtain copies of such safety orders as are applicable to the type of work to be performed and shall be governed by their requirements in all construction operations. The Design Builder shall fully inform each subcontractor and materials supplier as to the requirements of the applicable safety orders.

f. Assignment of Rights Relating to Federal and State Anti-Trust Actions. The Design Builder and all subcontractors shall be bound by the provisions of Public Contract Code section 7103.5 as follows: in entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the Design Builder or subcontractor offers and agrees to assign to the Trustees all rights, title, and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. section 15) or under the Cartwright Act (Chapter 2, (commencing with section 16700) of Part 2 of Division 7 of the California Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the Trustees tender final payment to the Design Builder, without further acknowledgment by the parties.

36.03 Environmental Requirements Mitigation Monitoring and Reporting Programs (MMRP), which are included in California Environmental Quality Act (CEQA) documentation, provide a description of required mitigation measures associated with California State University capital projects. The Design-Builder shall implement those mitigation measures in the MMRP for which the Design-Builder has been designated the responsible party. In addition, the Design-Builder shall comply with the following environmental requirements. a. Air Pollution Control.

The Design-Builder shall comply with all air pollution control rules, regulations, ordinances and statutes that apply to the Work performed under the Contract, including any air pollution control rules, regulations, ordinances and statutes adopted under the authority of section 11017 of the Government Code. The Design-Builder must be eligible to perform work for the State, and is deemed eligible if not found to be in violation of any order, resolution, or regulation relating to air or water pollution adopted in accordance with Government Code section 4477. (1) Solvents. In the absence of any applicable air pollution control rules, regulations, ordinances or statutes governing

solvents, Design-Builder shall ensure that all solvents, including but not limited to the solvent portions of


paints, thinners, curing compounds, and liquid asphalt used on the Project, comply with the applicable material requirements of the Air Quality Management District (AQMD). All containers of solvent, paint, thinner, curing compound or liquid asphalt shall be labeled to indicate that the contents fully comply with these requirements.

(2) Disposal of Material. Unless otherwise provided in the special provisions, material to be disposed of shall not be burned either

inside or outside the premises. (3) Fugitive Dust. A regular watering program shall be initiated to adequately control the amount of fugitive dust in accordance

with applicable AQMD rules. Exposed soil surfaces shall be sprayed with water at least daily and as needed to mitigate dust (see also Article 36.08-c, Protection of Facilities).

(4) Construction Vehicles and Equipment. Trucks hauling dirt from the site shall be covered in accordance with applicable state and local requirements.

To reduce exhaust emissions, unnecessary idling of construction vehicles and equipment shall be avoided. Construction equipment shall be fitted with modern emission control devices and shall be kept in proper tune.

b. Water Pollution Control The Design-Builder shall comply with all water pollution control rules, regulations, ordinances and statutes that apply

to the Work performed under the Contract, including the California General Permit (NPDES) 2009-009-DWQ for Storm Water Discharges Associated with Construction Activities issued by the California State Water Resources Control Board (SWRCB) and as modified by order 2010-0014-DWQ, also issued by the SWRCB. (1) Storm Water Pollution Prevention Plan.

The Design-Builder shall develop and implement a Storm Water Pollution Prevention Plan (SWPPP) that complies with the State of California Construction General Permit for Storm Water Discharges.

The Design-Builder shall contract for, or have on payroll, a California Certified Qualified SWPPP Developer (QSD). Design-Builder shall be responsible for hiring or contracting for the services of a California certified Qualified SWPPP Practitioner (QSP).

The Design-Builder shall pay all costs associated with development and implementation of the SWPPP. See Specifications for additional requirements.

(2) Compliance. The Design-Builder shall comply with the California General Permit for Waste Discharge Requirements for Storm Water Discharges from Small Municipal Separate Storm Sewer Systems (MS4s), Order Number 2013-0001-DWQ. The Design-Builder shall comply with the University's Post Construction Storm Water Management Program requirements.

Post Construction Storm Water Management Program Best Management Program Practice (BMP) details shall be designed by a competent individual licensed to practice as a Civil Engineer in California.

(3) Maintenance Manual for Post-construction BMPs. The Design-Builder shall incorporate into the Project a maintenance program for post-construction BMPs that will be permanent components of the completed Project. The maintenance program shall be delivered in a bound manual. The manual shall meet the requirements described in the California Stormwater Quality Association's (www.casqa.org) New Development & Redevelopment BMP Handbook.

c. Sound Control Requirements. The Design-Builder shall comply with all sound control and noise level rules, regulations and ordinances which apply to the Work. In the absence of any such rules, regulations and ordinances, the Design-Builder shall conduct its Work to minimize disruption to others due to sound and noise from the workers, and shall be responsive to the Trustees’ requests to reduce noise levels.

Design-Builder shall not cause or allow sounds to be produced in excess of 65 decibels measured at the job site between the hours of 7:00 p.m. and 7:00 a.m. Design-Builder shall not cause or allow sounds to be produced in excess of 85 decibels measured at the job site between the hours of 7:00 a.m. and 7:00 p.m. without the consent of the University.

Each internal combustion engine, used for any purpose on the Project or related to the Project, shall be equipped with a muffler of a type recommended by the manufacturer. No internal combustion engine shall be operated on the Project without a muffler.

http://www.casqa.org/


Loading and unloading of construction materials will be scheduled so as to minimize disruptions to University activities. Construction activities will be scheduled to minimize disruption to the University and to University users.

d. Environmental Clearances. The Design-Builder shall provide to state and federal agencies all information necessary for environmental clearances and other authorizations necessary for this Project. The Design-Builder shall comply with the provisions, including giving notices during construction when so required. The Design-Builder shall not be compensated for the delays in obtaining environmental clearances and authorizations; however, an appropriate extension of time will be granted in accordance with the provisions in Article 36.15-g, Adjustment of Contract Time Due to Reasons Beyond Trustees’ Control, if the Design-Builder demonstrates to the satisfaction of the Trustees that it has made every reasonable effort to obtain the requisite clearance or authorizations, and cannot obtain it in a timely manner.

e. Source of Aggregates. The Public Contract Code section 10295.5 requires that no State agency shall purchase or utilize sand, gravel,

aggregates, or other minerals unless the source is on an eligible list identifying operations that have met certain requirements of the Surface Mining and Reclamation Act of 1975 (Public Resources Code section 2710 et seq.). Accordingly, the Design-Builder shall submit to the Trustees documentation that it is complying with the requirements of this law in purchasing these materials.

f. Archaeological Finds. If the Design-Builder discovers any artifacts during excavation and/or construction, the Design-Builder shall stop all

affected Work and notify the Trustees, who will call in a qualified archaeologist designated by the California Archaeological Inventory to assess the discovery and suggest further mitigation, as necessary.

If the Design-Builder discovers human remains, the Design-Builder shall notify the Trustees who will be responsible for contacting the county coroner and a qualified archaeologist. If the remains are determined to be Native American, the Trustees shall contact the appropriate tribal representatives to oversee removal of the remains.

g. Integrated Waste Management. Pursuant to the State Agency Integrated Waste Management Plan (Public Resources Code, Division 30, Part 3, Chapter 18.5), the California State University shall divert 50% of all solid waste generated in construction activities from landfill disposal or transformation facilities through source reduction, recycling and composting. Design-Builder shall report all source reduction, recycling and composting relative to this Project to the Trustees. Refer to Contract Documents for further requirements.

36.04 Substitution of Trade Contractors Once the trade contractors have been listed (refer to Article 32.05-b) the provisions of the Subletting and Subcontracting Fair Practices Act (Public Contract Code section 4100 et seq.) apply to any proposed substitution of trade contractors. a. Bond Requirements.

It is the Trustees’ interpretation of section 4108 of the Public Contract Code that the Design-Builder must clearly advertise the specific bond requirements for the Project, including the requirement of a bond, the kind of a bond, and the amount of the bond, in order to be eligible to substitute a subcontractor under section 4107(a) (4) of the Public Contract Code.

b. Substitution of a Small Business Subcontractor. After award of the Contract based in part on the application of the small business preference, the Non-Small Business Design-Builder shall use the listed small business subcontractor(s) and/or suppliers unless a substitution is requested in writing to the Trustees, and the Trustees approve the substitution in writing before the commencement of any Work. The substitution request must include at least the following: (1) An explanation of the reason for the substitution. (2) A description of the Work to be performed, identified both as a task(s) and as a dollar amount or percentage of

the overall Contract that the substituted business will perform. The substituted business(es), if approved, shall be required to perform a commercially useful function in the Contract pursuant to California Code of Regulations section 1896.6.

(3) The Design-Builder must substitute a small business with another small business. If the small business substitution cannot occur, the Design-Builder must include a written justification and the steps that were taken to try to acquire a new small business subcontractor and how that portion of the Contract will be fulfilled.

Any substitution of subcontractors shall be performed in accordance with the Subletting and Subcontracting Fair Practices Act (Public Contract Code section 4100 et seq.). Failure of the Design-Builder to subcontract with the small business listed on its bid proposal or to follow these substitution requirements may be grounds for the Trustees to notify the Department of General Services to impose sanctions pursuant to Government Code section 14842.5 or Code


of Regulations section 1896.16. In the event such sanctions are to be imposed, the Design-Builder shall be notified in writing and entitled to a hearing pursuant to Code of Regulations sections 1896.18 and 1896.20.

c. Substitution of a Disabled Veteran Business Enterprise. The Design-Builder shall use the listed Disabled Veteran Business Enterprise (DVBE) companies listed on the List of Subcontractors for Design-Build Projects form, unless a substitution is requested in writing to the Trustees, and the Trustees and the Department of General Services (DGS) approve the substitution in writing before the commencement of any Work. The substitution request must include at least the following: (1) An explanation of the reason for the substitution. (2) A written description of the business enterprise to be substituted, including its business status as a sole

proprietorship, partnership, corporation or other entity, and the DVBE certification status of the firm, if any. (3) The Design-Builder must substitute a DVBE with another DVBE. If the DVBE substitution cannot occur,

the Design-Builder must include a written justification and the steps that were taken to try to acquire a new DVBE subcontractor and how that portion of the contract will be fulfilled.

(4) A description of the Work to be performed identified both as a task(s) and as a dollar amount or percentage of the overall contract that the substituted business will perform.

The request for substitution of a DVBE and the Trustees’ and DGS approval or disapproval cannot be used as an excuse for noncompliance with any other provision of law, including, but not limited to, the Subletting and Subcontracting Fair Practices Act (Sections 4100 et seq., Public Contract Code) or any other contract requirements relating to substitution of subcontractors.

d. Subcontractor Directory. The Design-builder shall provide and maintain current information requested on the Subcontractor Directory for all

tiers of trade contractors and subcontractors working on the Project, and shall submit the Subcontractor Directory with its signed Design-Build Agreement and with all subsequent payment requests. If Design-Builder substitutes any listed firms without approval by the Trustees in accordance with section 4107(a) of the Public Contract Code, or if subcontractors are added and perform Work in excess of one-half of one percent of the base Contract, penalties are applicable per section 4110 of the Public Contract Code.

36.05 Delegation of Performance and Assignment of Money Earned The performance of all or any part of this Contract may not be delegated without the written consent of the Trustees. Consent will not be given to any proposed delegation which would relieve the Design-Builder or its surety of their responsibilities under the Contract.

The Design-Builder may assign moneys due or to become due under the Contract, only upon written consent of the Trustees. Assignments of moneys earned by the Design-Builder shall be subject to proper retention in favor of the Trustees and to all deductions provided for in the Contract and such moneys shall be subject to use by the Trustees for the completion of the Work in the event the Design-Builder is in default.

36.06 Insurance Requirements a. The Design-Builder shall not commence Work on the site until it has obtained all the insurance required in this Article,

and such insurance has been approved by the Trustees. This Project shall be enrolled in the Trustees’ Builders Risk Insurance Program, for which the provisions of Article 36.06-c shall apply. Refer to Supplementary General Conditions to determine if this Project will be enrolled in the Trustees’ Owner Controlled Insurance Program (OCIP), in which case the provisions of Article 36.06-b shall apply.

(1) Policies and Coverage. (a) The Design-Builder shall obtain and maintain for the term of the Contract the following policies and

coverage for any subcontractor or work that is not covered by OCIP: (i) Comprehensive or Commercial Form General Liability Insurance on an occurrence basis,

covering Work done or to be done by or on behalf of the Design-Builder and providing insurance for bodily injury, personal injury, property damage, and contractual liability. The aggregate limit shall apply separately to the Work.

(ii) Business Automobile Liability Insurance on an occurrence basis, covering owned, hired, and non-owned automobiles used by or on behalf of the Design-Builder and providing insurance for bodily injury, property damage, and contractual liability. Such insurance shall include coverage for uninsured and underinsured motorists.

(iii) Worker’s Compensation including Employers Liability Insurance as required by law.


(iv) Errors & Omissions Insurance on an occurrence basis, covering Work done or to be done by or on behalf of the Design-Builder and providing insurance for errors and omissions, shall be secured and maintained.

(b) The Design-Builder also may be required to obtain and maintain the following policies and coverage: (i) Environmental Impairment Liability Insurance may be required should the Work involve

hazardous materials, such as asbestos, lead, fuel storage tanks, and PCBs. (ii) Other Insurance may be required by agreement between the Trustees and the Design-

Builder.

(2) Verification of Coverage. The Design-Builder shall submit original certificates of insurance and endorsements to the policies of insurance required by the Contract to the Trustees as evidence of the insurance coverage. Renewal certifications and endorsements shall be timely filed by the Design-Builder for all coverage until the Work is accepted as completed pursuant to Article 40.01, Acceptance. The Trustees reserve the right to require the Design-Builder to furnish the Trustees complete, certified copies of all required insurance policies. The Design-Builder shall submit certification of coverage for errors and omissions insurance to the Trustees upon signature of this agreement.

(3) Insurance Provisions. Nothing in these insurance provisions shall be deemed to alter the indemnification provisions in Article 36.07, Indemnification. The insurance policies shall contain, or be endorsed to contain, the following provisions. (a) General and Business Automobile Liability Policies

i) General Liability Policy: For the general liability policies, the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents are to be covered as additional insureds.

ii) Business Automobile Liability Policy: Design-Builder shall use Insurance Service Office (ISO) Form Number CA0001 covering any auto.

(b) For any claims related to the Work, the Design-Builder’s insurance coverage shall be primary insurance as respects the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents. Any insurance or self-insurance maintained by the State of California, the Trustees of the California State University, their officers, employees, representatives, volunteers, and agents shall be in excess of the Design-Builder’s insurance and shall not contribute with it.

(c) The Design-Builder shall immediately, upon receipt of any notice of cancellation or any notice of non-renewal of any insurance required by this Article, provide written notice of any such insurance cancellation or non-renewal by certified mail to the Trustees.

(d) The State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents shall not by reason of their inclusion as additional insureds incur liability to the insurance carriers for payment of premiums for such insurance.

(4) Amount of Insurance. (a) For All Projects.

The insurance furnished by Design-Builder under this Article shall provide coverage in amounts not less than the following, (‘M’ indicates millions): (i) Comprehensive or Commercial Form General Liability Insurance – Limits of Liability

Contract Amount Up to $2M

$2M+$.01 to $5M

$5M+$.01 to $10M

$10M+$.01 and Over

General Aggregate $2M $5M $10M $10M Each Occurrence – combined single limit for bodily injury and property damage

$1M $5M $10M $10M

(ii) Business Automobile Liability Insurance – Limits of Liability (Each Accident– combined single limit of bodily injury and property damage to include uninsured and underinsured motorist coverage.)

Vehicle Type Autos or Pickup Trucks (up to one-ton)

Dump Trucks or Semi-trucks (hauling materials or equipment)

Each Accident $2M $5M


(iii) Workers' Compensation limits as required by law with Employer’s Liability limits of $1,000,000. These requirements and limits are the same for all size contracts.

(iv) Errors & Omissions Insurance shall be secured and maintained for no less than $1,000,000.00 per occurrence.

(b) For Projects Involving Hazardous Materials. The Design-Builder shall provide additional coverage in amounts not less than the following: (i) Environmental Impairment (pollution) Liability Insurance - Limits of Liability


$5M+$.01 and over

General Aggregate $10M $10M Each Occurrence – combined single limit for bodily injury and property damage, including cleanup costs.

$5M $10M

(ii) In addition to the coverage described in 36.06-a(4)(a)(ii), Business Automobile Liability Insurance, the Design-Builder shall obtain for hazardous material transporter services:

(A) MCS-90 endorsement (B) Sudden & Accidental Pollution endorsement — Limits of Liability*

$2M Each Occurrence $2M General Aggregate

* These requirements and limits are the same for all size contracts. A higher limit on the MCS-90 endorsement required by law must be matched by the Sudden & Accidental Pollution Insurance.

With the Trustees’ approval, the Design-Builder may delegate the responsibility to provide this additional coverage, as described in Article 36.06-a (4) (b) above, to its hazardous materials subcontractor. When the Design-Builder returns its signed Project Agreement to the Trustees, the Design-Builder shall also provide the Trustees with a letter stating that it is requiring its hazardous materials subcontractor to provide this additional coverage, if applicable. The Design-Builder shall affirm in this letter that the hazardous materials subcontractor’s certificate of insurance shall also adhere to all of the requirements in Article 36.06-a: (2) Verification of Coverage and (3) Insurance Provisions. Further, this letter will provide that the subcontractor’s certificate of insurance will be provided to the Trustees as soon as the Design-Builder fully executes its subcontract with the hazardous materials subcontractor.

(5) Acceptability of Insurers. Insurers shall be licensed by the state of California to transact insurance and shall hold a current A.M. Best’s rating of A:VII, or shall be a carrier otherwise acceptable to the Trustees.

(6) Subcontractor’s Insurance. The Design-Builder shall ensure that all subcontractors on this Project are covered by insurance of the types required by this Article, and that the amount of insurance for each subcontractor is appropriate for that subcontractor’s Work. The Design-Builder shall not allow any subcontractor to commence Work on its subcontract until the insurance has been obtained.

(7) Miscellaneous. (a) Any deductible under any policy of insurance required in this Article shall be the Design-Builder’s

liability. (b) Acceptance of certificates of insurance by the Trustees shall not limit the Design-Builder’s liability

under the Contract. (c) In the event the Design-Builder does not comply with these insurance requirements, the Trustees

may, at its option, provide insurance coverage to protect the Trustees. The cost of the insurance shall be paid by the Design-Builder and, if prompt payment is not received, may be deducted from Contract sums otherwise due the Design-Builder.

(d) If the Trustees are damaged by the failure of the Design-Builder to provide or maintain the required insurance, the Design-Builder shall pay the Trustees for all such damages.

(e) The Design-Builder’s obligations to obtain and maintain all required insurance are nondelegable duties under this Contract.


b. Owner Controlled Insurance Program (OCIP). The Trustees shall enroll any Project with a contract value of ten million dollars or more in this program. Design-Builder shall refer to the Supplementary General Conditions to determine if this Project is enrolled in this program, and shall disregard these provisions of Article 36.06-b if not.

The Trustees have established an Owner Controlled Insurance Program, or OCIP, which will provide to Enrolled Parties (as defined below) Workers’ Compensation and Employer’s Liability insurance, Commercial General Liability insurance, and Excess Liability insurance, as summarily described below, in connection with the performance of the Work (OCIP Coverages). The OCIP is more fully described in the insurance manual (Insurance Manual) for the Project, which can be downloaded from http://www.calstate.edu/cpdc/CM/OCIP.shtml. Parties performing labor or services at the Project site are eligible to enroll in the OCIP, unless they are Excluded Parties (as defined below). The Trustees have designated Alliant Insurance Services, Inc. as the OCIP Administrator (OCIP Administrator). (1) Enrolled Parties and Their Insurance Obligations. OCIP Coverages shall cover Enrolled Parties. Enrolled Parties are: the Trustees as the Owner, the OCIP

Administrator, Design-Builder and eligible subcontractors of all tiers that enroll in the OCIP, and such other persons or entities as Trustees may designate, in its sole discretion (each party insured under the OCIP is an Enrolled Party.)

For all Enrolled Parties, the obligation to obtain Comprehensive or Commercial Form Liability Insurance, set out under Article 36.06-a(1)(a)(i), and the obligation to obtain Workers’ Compensation including Employer’s Liability Insurance, set out under Article 36.06-a(1)(a)(iii) shall be deemed satisfied upon enrollment in the OCIP, for all on site activities. All Enrolled Parties must still comply with all other provisions of Article 36.06-a, including providing Business Automobile Liability insurance for all activities, and providing Comprehensive or Commercial Form Liability insurance for off-site activities, providing Workers’ Compensation/Employer’s Liability Insurance for off-site activities, and providing any other insurance required under Article 36.06-a, or under any Supplementary General Conditions.

(2) Excluded Parties and Their Insurance Obligations. The OCIP Coverages do not cover the following “Excluded Parties”:

(a) Hazardous materials remediation, removal and/or transport companies and their consultants; (b) Heavy demolition (Selective demolition as an incidental part of a larger contract is included); (c) Architects, surveyors, engineers, and soil testing engineers, and their consultants; (d) Vendors, suppliers, fabricators, material dealers, truckers, haulers, drivers and others who merely

transport, pick up, deliver, or carry materials, personnel, parts or equipment, or any other items or persons to or from the Project site;

(e) Design-Builder and each of its respective subcontractors of all tiers that do not perform any actual labor on the Project site; and

(f) Any other party or entity not specifically identified herein, that is excluded by Trustees in its sole discretion, even if they are otherwise eligible.

Excluded Parties must fully comply at all times with the requirements of Article 36.06-a.

(3) OCIP Insurance Policies Establish the OCIP Coverage. The OCIP Coverages and exclusions summarized in this Article 36.06-b and in the other Contract Documents

are set forth in full in their respective insurance policies. The summary descriptions of the OCIP Coverages in this Article 36.06-b or the Insurance Manual are not intended to be complete or to alter or amend any provision of the OCIP Coverages. In the event any provision of this Article 36.06-b, the summary below, the Insurance Manual, or the Contract Documents conflicts with the OCIP insurance policies, the provisions of the OCIP insurance policies shall govern.

(4) Summary of OCIP Coverage. OCIP Coverages shall apply only to those operations of each Enrolled Party performed at the Project site in

connection with the Work, and only to Enrolled Parties that are eligible for the OCIP. OCIP coverages shall not apply to ineligible parties, even if they are erroneously enrolled in the OCIP. An Enrolled Party’s operations away from the Project site, including product manufacturing, assembling, or otherwise, shall only be covered if such off-site operations are identified and are dedicated solely to the Project. OCIP Coverages shall not cover off-site operations until receipt by Design-Builder or its Subcontractor of any tier of written acknowledgment of such coverage from the OCIP Administrator.

http://www.calstate.edu/cpdc/CM/OCIP.shtml


A summary of the coverages provided under the OCIP is set out below: Coverage Limits

(a) Workers’ Compensation Insurance ........................................................................ Statutory Limit This insurance is primary for all occurrences at the Project site. (b) Employer’s Liability Insurance Bodily Injury by Accident, each accident ...................................................................... $1,000,000 Bodily Injury by Disease, each employee ...................................................................... $1,000,000 Bodily Injury by Disease, policy limit ........................................................................... $1,000,000 This insurance is primary for all occurrences at the Project site. (c) Commercial General Liability Insurance (Written on most current ISO Occurrence Form, or its equivalent) Each Occurrence Limit ................................................................................................. $2,000,000 General Aggregate Limit for all Enrolled Parties ........................................................... $4,000,000 Products & Completed Operations Aggregate for all Enrolled Parties ............................ $4,000,000 Ten (10) Years Products & Completed Operations Extension This insurance is primary for all occurrences at the Project site. (d) Excess Liability Insurance (over Employer’s Liability & General Liability) .............. $100,000,000

(5) Trustees’ Insurance Obligations. Trustees shall pay the costs of premiums for the OCIP Coverages. Trustees will receive or pay, as the case

may be, all adjustments to such costs, whether by way of dividends, retroactive adjustments, return premiums, other moneys due, audits or otherwise. Design-Builder hereby assigns to Trustees the right to receive all such adjustments, and shall use its best efforts to ensure that each of its subcontractors of every tier assigns to Trustees the right to receive all such adjustments. Trustees assume no obligation to provide insurance other than that specified in this Article 36.06-b, and in the OCIP insurance policies. Trustees’ furnishing of OCIP Coverages shall in no way relieve or limit, or be construed to relieve or limit, Design-Builder or any of its subcontractors of any tier of any responsibility, liability, or obligation imposed by the Contract Documents, the OCIP insurance policies, or by law, including, without limitation, any indemnification obligations which Design-Builder or any of its Subcontractors has to Trustees thereunder. Trustees reserve the right at their option, without obligation to do so, to furnish other insurance coverage of various types and limits provided that such coverage is not less than that specified in the Contract Documents.

(6) Design-Builder’s OCIP Obligations. Design-Builder shall: (a) Incorporate the terms of these Contract General Conditions into in all subcontract agreements.

(b) Enroll in the OCIP within five (5) days of execution of the Contract and maintain enrollment in the OCIP for the duration of the Contract, and assure that each of Design-Builder’s eligible subcontractors of every tier enroll in the OCIP, and maintain enrollment in the OCIP for the duration of their respective subcontract within five (5) days of subcontracting and prior to the commencement of Work at the Project site.

(c) Comply with all of the administrative, safety, insurance, and other requirements outlined in this Article, the Insurance Manual, the OCIP Safety Manual, the OCIP insurance policies, or elsewhere in the Contract Documents.

(d) Provide to each of its Subcontractors of every tier a copy of the Insurance Manual, and ensure subcontractor compliance with the provisions of the OCIP insurance policies, the Insurance Manual, this Article, and the Contract Documents. The failure of either (1) Trustees to include the Insurance Manual in the bid documents or (2) Design-Builder to provide to each of its eligible subcontractors of every tier a copy of the same, shall not relieve Design-Builder or any of its subcontractors from any of the obligations contained therein.

(e) Acknowledge, and require all of its subcontractors of every tier to acknowledge, in writing, that Trustees and the OCIP Administrator are not agents, partners or guarantors of the insurance companies providing coverage under the OCIP (each such insurer, an “OCIP Insurer”), that neither Trustees nor the OCIP Administrator are responsible for any claims or disputes between or among Design-Builder, its subcontractors of any tier, and any OCIP Insurer(s), and that neither Trustees nor OCIP Administrator guarantees the solvency or the availability of limits of any OCIP Insurer(s). Any type of insurance coverage or limits of liability in addition to the OCIP Coverage that Design-Builder or its subcontractors of any tier require for its or their own protection, or that is required by


applicable laws or regulations, shall be Design-Builder’s or its subcontractors’ sole responsibility and expense, and shall not be billed to Trustees.

(f) Cooperate fully with the OCIP Administrator and the OCIP Insurers, as applicable, in its or their administration of the OCIP.

(g) Provide, within five (5) days of Trustees or OCIP Administrator’s request, all documents or information as requested of Design-Builder or its subcontractors. Such information may include, but may not be limited to, payroll records, certified copies of insurance coverages, declaration pages of coverages, policy rate pages, certificates of insurance, underwriting data, prior loss history information, safety records or history, OSHA citations, construction cost estimates for this Project, or such other data or information as Trustees, the OCIP Administrator, or OCIP Insurers may request in the administration of the OCIP, to verify the accuracy of the Insurance Credit. All such records shall be maintained through the term of the Contract and for a period of one (1) year thereafter.

(h) Comply, and require all of its subcontractors to comply with OCIP Administrator’s instructions for electronically enrolling in the OCIP using “Alliant WrapX” and for electronically reporting payroll using “Alliant WrapX.”

(i) Pay to Trustees a sum in accordance with the Contract Amounts in the following table for each occurrence, including court costs, attorneys’ fees and costs of defense for bodily injury or property damage to the extent losses payable under the OCIP Commercial General Liability Policy are attributable to Design-Builder’s Work, acts, or omissions, the Work, acts, or omissions of any of Design-Builder’s Subcontractors of any tier, or the Work, acts or omissions of any other entity or party for whom Design-Builder or its Subcontractor may be responsible (“General Liability Obligation”).

Contract Amounts Pay to the Trustees for each occurrence $1,000,000 or less $1,000

$1,000,000.01 through $10,000,000 $5,000 $10,000,000.01 and over $25,000

The General Liability Obligation shall remain uninsured by Design-Builder, and will not be covered by the OCIP Coverage.

(7) Identification of OCIP Insurance Credit (a) Design-Builder shall include within its Preliminary GMP Proposal and its final GMP Proposal the

full cost of all insurance required under the insurance requirements set forth in Article 36.06-a. All subcontractors shall also include within any proposal or bid submitted to Design-Builder their full cost of all insurance required under the insurance requirements set forth in Article 36.06-a, or under their subcontract requirements.

(b) Design-Builder and all subcontractors shall provide all information necessary for enrollment in the OCIP via the Alliant WrapX website, including completing the Insurance Cost Worksheet via Alliant WrapX, for the purpose of allowing Trustees, through the OCIP Administrator, to identify the OCIP Insurance Credit (“Insurance Credit”) for Design-Builder and all subcontractors. The Insurance Credit as applicable to Design-Builder shall be defined as Design-Builder’s reduction in insurance cost due to eligibility for, and enrollment in the OCIP, as determined by using the Insurance Cost Worksheet. The Insurance Credit as applicable to a subcontractor shall be defined as the subcontractor’s reduction in insurance cost due to eligibility for, and enrollment in the OCIP. The Insurance Credit shall include the reduction in insurance premiums, related taxes and assessments, mark-up on the insurance premiums and losses retained through the use of the self-funded program, self-insured retention, or deductible program, and expected losses within any retained risk.

(c) Design-Builder agrees that Trustees, through its Program Administrator, shall be permitted to review all OCIP enrollment forms, and the Insurance Cost Worksheets submitted by Design-Builder and any subcontractor of any tier, to verify the accuracy of the Insurance Credit. Upon verification of the Insurance Credit, 85% of the Insurance Credit (Initial Insurance Credit) will be deducted from each Contract Amount by way of deductive change order. Design-Builder shall be responsible for entering into deductive change orders with each of its subcontractors to reflect the Initial Insurance Credit applicable to each enrolled Subcontractor. Change order proposals that arise during


performance of the Work shall be submitted with all Article 36.06-a insurance costs included. Design-Builder shall be responsible for entering into deductive change orders with each of its subcontractors at the closeout of each contract to adjust the Initial Insurance Credit based on final contract values and loss rates. At the end of the Work a final deductive change order may be issued by Trustees based on Design-Builder’s final contract audit to adjust the Initial Insurance Credit based on final contract values and loss rates.

(d) In the event Trustees and Design-Builder or any subcontractor cannot agree on the accuracy of the Insurance Credit, the credit shall be deemed to be 2.5% of that contract or subcontract of any tier. In this case the 15% discount reflected in the Initial Insurance Credit shall not apply, and that contract shall be charged 100% of the Insurance Credit.

(e) Upon completion of each contract or subcontract of any tier, if the contract losses for that contract or subcontract under the OCIP are above 1.2225% of final reported payroll, the 15% discount reflected in the Initial Insurance Credit shall not apply, and that contract shall be charged 100% of the Insurance Credit.

(8) Design-Builder’s Representations and Warranties to Trustees. Design-Builder represents and warrants to Trustees, and shall use its best efforts to ensure that each of its

subcontractors of every tier represent and warrant to Trustees that: (a) All information they submit to Trustees, or to the OCIP Administrator, shall be accurate and

complete.

(b) They have had the opportunity to read and analyze copies of the OCIP insurance policies that are on file in Trustees’ office, and that they understand the OCIP Coverage. Any reference or summary in the Agreement, this Article, the Insurance Manual, or elsewhere in any other Contract Document as to amount, nature, type or extent of OCIP Coverage and/or potential applicability to any potential claim or loss is for reference only. Design-Builder and its subcontractors of all tiers have not relied upon said reference, but solely upon their own independent review and analysis of the OCIP Coverage in formulating any understanding and/or belief as to amount, nature, type or extent of any OCIP Coverage and/or its potential applicability to any potential claim or loss.

(c) At any time during the course of the contract any cost of insurance included, or anticipated to be included, within the Insurance Credit shall not be billed to Trustees directly or indirectly, and shall not be included in any application for payment, invoice, or change order request.

(d) Design-Builder acknowledges that Trustees shall not pay or compensate Design-Builder or any subcontractor of any tier, in any manner, for the Costs of OCIP Coverage.

(9) OCIP Audits. Design-Builder agrees that Trustees, the OCIP Administrator, and/or any OCIP Insurer may audit Design-Builder’s or any of its subcontractors’ payroll records, books and records, insurance coverage, insurance cost information, bid estimates, pricing for any cost in the Contract Amount or any subcontracted Work, or any information that Design-Builder provides to Trustees, the OCIP Administrator, or the OCIP Insurers to confirm their accuracy, and to ensure the accuracy of the Insurance Credit. If a project audit discloses any part of the Insurance Credit has been improperly billed to Trustees, the Trustees shall debit those amounts from the Contract Amount with a credit change order.

(10) Trustees’ Election to Modify or Discontinue the OCIP. For any reason, Trustees may modify the OCIP Coverage, discontinue the OCIP, or request that Design-Builder or any of its Subcontractors of any tier withdraw from the OCIP upon thirty (30) days written notice. Upon such notice Design-Builder and/or one or more of its subcontractors, as specified by Trustees in such notice, shall obtain and thereafter maintain during the performance of the Work, all (or a portion thereof as specified by Trustees) of the OCIP Coverage. The form, content, limits of liability, cost, and the insurer issuing such replacement insurance shall be subject to Trustees’ approval. The cost of the replacement coverage shall be at Trustees’ expense, but only to the extent of the applicable Insurance Credit.

(11) Withholding Payments. Trustees may withhold from any payment owed or owing to Design-Builder or its subcontractors of any tier any portion of the Insurance Credit improperly included in a request for payment. In the event a Trustees audit of Design-Builder’s records and information as permitted under the Contract Documents reveals a discrepancy in the insurance, payroll, safety, or any other information required by the Contract Documents to be provided by Design-Builder to Trustees, or to the OCIP Administrator, or reveals the inclusion of costs


reflected in the Insurance Credit in any application for payment for the Work, Trustees shall have the right to a full deduction of any improperly billed costs from the Contract Amount and recovery of all audit costs. Audit costs shall include, but shall not be limited to, the fees of the OCIP Administrator, and the fees of attorneys and accountants conducting the audit and review. If the Design-Builder or its subcontractors fail to timely comply with the provisions of Contract General Conditions Article 36.06-b, and Supplementary General Conditions Article 36.06-b, Trustees may withhold any payments due to Design-Builder and/or its subcontractors of any tier until such time as they do comply. Such withholding by Trustees shall not be deemed to be a default under the Contract Documents.

(12) Waiver of Subrogation. Where permitted by law, Design-Builder hereby waives all rights of recovery by subrogation because of

deductible clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against Trustees, the OCIP Administrator, their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of Trustees in connection with the planning, development and construction of the Project. Trustees shall also require that all Design-Builder-maintained insurance coverage related to the Work, include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against Design-Builder together with the same parties referenced immediately above in this Article. Where permitted by law, Design-Builder shall require similar written express waivers and insurance clauses from each of its subcontractors. A waiver of subrogation shall be effective as to any individual or entity even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged.

(13) Conflicts. In the event of a conflict between the provisions of this Contract and the OCIP Insurance Manual, this Contract shall govern. In the event of any conflict or difference between the OCIP insurance policies and this Contract or the OCIP Insurance Manual, the actual OCIP policies shall govern.

c. Trustees’ Course of Construction (“Builder’s Risk”) Property Insurance. Trustees shall insure or self-insure all Work while in the course of construction, reconstruction, remodeling or alteration, including materials incorporated in the Work, against physical loss or damage resulting from the perils normally insured under a “Standard All Risk Course of Construction” policy, including, but not limited to theft, fire, flood, vandalism, or Acts of God, as defined in Public Contract Code section 7105. The term, Acts of God, as defined in Public Contract Code section 7105, means earthquakes in excess of a magnitude of 3.5 on the Richter magnitude scale and tidal waves. Trustees shall issue to the Design-Builder a “Summary of Coverage” provided under this Article, upon request of the Design-Builder. (1) Design-Builder shall be responsible for paying a deductible of $25,000 per occurrence in the event of loss,

with the following exceptions. The Design-Builder shall be responsible for paying a deductible of: (a) $50,000 per occurrence in the case of water damage, or (b) $100,000 per occurrence in the case of flood, or (c) $100,000 per occurrence in the case of damages caused by Acts of God.

(2) Design-Builder shall not be liable for damages proximately caused by acts of God (as defined in Public Contract Code section 7105) in excess of the $100,000 deductible, if the Work damaged is built in accordance with the Contract and applicable building standards.

(3) The proceeds under the Course of Construction Property Insurance taken out by the Trustees will be payable to the Trustees and Design-Builder as their respective interests, from time to time, may appear.

(4) Trustees’ Course of Construction Property Insurance shall provide limited coverage for materials in transit, and full coverage for materials at the Project site and full coverage for materials stored off site; however, the Design-Builder is responsible for reviewing the summary of coverage and reporting large values requiring special treatment. Design-Builder shall advise the Trustees whenever the total value of materials in transit exceeds $1,000,000 at any time, and whenever the total value of materials stored off site exceeds $1,000,000 at any time.

(5) Nothing in this Article shall be construed to relieve the Design-Builder of Design-Builder’s responsibilities referred to under Article 36.06-a.

(6) Insurance policies referred to in this Article shall include the following: (a) Provide that the policies are primary and do not participate with nor are excess over any other valid

collectible insurance carried by the Design-Builder.


(b) Insurer shall waive of subrogation against the Design-Builder.

36.07 Indemnification Nothing in these indemnification provisions shall be deemed to alter the insurance provisions in Article 36.06. a. The Design-Builder shall hold harmless, defend, and indemnify the State of California, the Board of Trustees of the

California State University, the University, and the officers, employees, representatives and agents of each of them, from and against all claims, damages and losses arising out of, resulting from, or relating to: (1) the failure of the Design-Builder to perform its obligations under the Contract or the performance of its obligation in a willful, reckless, or negligent manner or contrary to the provisions of the Contract; (2) the inaccuracy of any representation or warranty by the Design-Builder given in accordance with or contained in the Design-Build Contract Documents; and (3) any claim of damage or loss by any subcontractor, or supplier, or laborer against the Trustees arising out of any alleged act or omission of the Design-Builder or any other subcontractor, or anyone directly or indirectly employed by the Design-Builder or any subcontractor.

b. The Design-Builder shall hold harmless, defend, and indemnify the State of California, the Board of Trustees of the California State University, the University, and the officers, employees, representatives and agents of each of them from and against all claims, damages and losses arising out of, resulting from, or relating to the negligent acts or omissions, recklessness, or willful misconduct of the Design-Builder, a subcontractor, or anyone directly or indirectly employed by either of them, or anyone for whose acts either of them may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in Article 36.07-c, following. Such obligation shall, however, apply in proportion to and to the extent that any such losses result from the negligent acts or omissions by an employee of the Design-Builder, a subcontractor, or a person indirectly employed by the Design-Builder or a subcontractor, or anyone for whose acts either may be liable.

c. In claims against any person or entity indemnified under this Article made by an employee of the Design-Builder or a subcontractor, or indirectly employed by either of them, or anyone for whose acts either may be liable, the indemnification obligation under this Article shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the Design-Builder or a subcontractor under workers compensation laws, disability benefit laws, or other laws providing employee benefits.

d. The indemnification obligations under this Article shall not be limited by any assertion or finding that the person or entity indemnified is liable by reason of a non-delegable duty.

e. The Design-Builder shall hold harmless, defend, and indemnify the State of California, the Board of Trustees of the California State University, the University, and the officers, employees, representatives and agents of each of them from and against all claims, damages and losses resulting from any claim of damage made by any separate contractor of the Trustees against the Trustees arising out of any alleged acts or omissions of the Design-Builder, a subcontractor, anyone directly or indirectly employed by either the Design-Builder or subcontractor, or anyone for whose acts either the Design-Builder or subcontractor may be liable.

f. The Design-Builder shall hold harmless, defend, and indemnify the separate contractors of the State of California, the Board of Trustees of the California State University, the University, and the officers, employees, representatives and agents of each of them from and against all claims, damages and losses arising out of the negligent acts or omissions, recklessness, or willful misconduct of the Contractor, a subcontractor, anyone directly or indirectly employed by the Contractor or subcontractor, or anyone for whose acts the Contractor or subcontractor may be liable.

Trustees shall cause a reciprocal indemnification provision in favor of the Design-Builder to be included in its contracts with separate contractors of the Trustees. Liability for any negligent act or omission, recklessness, or willful misconduct shall be apportioned pursuant to the applicable law of the State of California.

36.08 Design-Builder’s Responsibility for the Work The Design-Builder shall be fully responsible for all Work performed under this Contract, and no subcontractor will be recognized as such. For purposes of assessing responsibility to the Design-Builder, all persons engaged in the Work shall be considered as employees of the Design-Builder. The Design-Builder shall give its personal attention to the fulfillment of the Contract and keep all phases of the Work under its control.

Design-Builder shall create a report of construction activities occurring each day, and include a listing of all subcontractors of all tiers and the numbers of workers for each that are on site each day, briefly describing the Work the subcontractors are performing. Each subcontractor shall create report of construction activities occurring each day, and include a listing of all subcontractors of all tiers and the numbers of workers for each that are on site each day, briefly describing the Work the subcontractors are performing. Design-Builder and every subcontractor shall submit these reports to the Trustees daily. At the


end of the Project, Design-Builder shall submit to the Trustees a complete listing of all subcontractors, suppliers and other businesses that performed Work on the Project.

The Trustees will not arbitrate disputes among subcontractors nor between the Design-Builder and one or more subcontractors concerning responsibility for performing any part of the Project. a. Quality Control.

The Design-Builder shall be fully responsible for the quality of materials and workers’ skill in the Project. The Design-Builder shall not rely upon the inspection and testing provided by the Trustees other than those special inspections and tests performed by the Trustees’ selected laboratories for which there are written reports.

On projects with new foundations (for buildings, site improvements, bridges, light poles, others), the Design-Builder shall prepare a certified survey illustrating dimensions, locations, angles and elevations of the construction associated with the new foundation, and shall show the as-built location of the construction on the Project Site Boundary drawing provided by the Trustees. The Design-Builder shall specify the horizontal location using California Coordinate System, NAD 83 Coordinates. An appropriately licensed Professional Land Surveyor or Registered Civil Engineer (pre-1982 license) shall stamp the certified survey, after which the Design-Builder shall submit it promptly to the Trustees.

b. Burden for Damage. From the issuance of the official Notice to Proceed until the formal acceptance of the Project by the Trustees, the Design-Builder shall have the charge and care of and shall bear the risk of damage to the Project and materials and equipment for the Project.

The Design-Builder, at its own expense, shall promptly rebuild, repair, restore, and make good all such damage to any portion or to all of the Project and materials therefor before the acceptance of the Project by the Trustees except for such damage as is proximately caused by acts of the federal government or public enemy. In case of suspension of Work from any cause whatever, the Design-Builder shall be responsible for all materials, and shall properly store them, if necessary, and shall provide suitable drainage and erect temporary structures where necessary.

If the Design-Builder damages any property belonging to the Trustees, the Trustees may, in addition to other remedies available to the Trustees, retain from the money due to the Design-Builder an amount sufficient to ensure repair of the damage or an amount to contribute toward repair of the damage.

Neither the State of California, the Trustees of the California State University, the University, nor the officers, employees, representatives, nor agents of each of them shall be responsible for any damage to the Project and materials and equipment for the Project.

c. Protection of Facilities. Once the Design-Builder mobilizes and occupies the Site, and until the formal acceptance of the Project by the Trustees, Design-Builder shall protect the Site and Work from theft, acts of malicious mischief, vandalism and unauthorized entry. During all hours that Work is not prosecuted, Design-Builder shall furnish such watchman’s services as necessary to safeguard materials and equipment in storage on the Project site, including Work in place or in process of fabrication, against theft, acts of malicious mischief, vandalism and other losses or damages. The Design-Builder shall be liable for any loss or damage that result from its failure to protect the Site and the Work.

The Design-Builder shall protect adjoining property and nearby buildings, roads, and other facilities and improvements from dust, dirt, debris and other nuisances arising out of Design-Builder’s operations or storing practices. Dust shall be controlled by sprinkling or other effective methods acceptable to Trustees. An erosion and sedimentation control program shall be initiated, which includes measures addressing erosion caused by wind and water and sediment in runoff from site. A regular watering program shall be initiated to adequately control the amount of fugitive dust in accordance with applicable Air Quality Management District (AQMD) rules (see also Article 36.03, subsections: a-Air Pollution Control and b-Water Pollution Control).

d. Safety. The Design-Builder shall exercise precaution at all times for the protection of persons and their property. The Design-Builder shall install adequate safety guards and protective devices for all equipment and machinery, whether used in the Work or permanently installed as part of the Project. The Design-Builder shall provide and adequately maintain all proper temporary walks, roads, guards, railings, lights, and warning signs. The Design-Builder shall comply with all applicable laws relating to safety precautions, including the safety regulations of the California Division of Industrial Safety. Unless the Design-Builder designates other employees, its superintendent shall have the duty of prevention of accidents. The Design-Builder shall institute a safety program which includes all trades on the site.


Renovation, expansion, or remodel Work of any existing building may expose workers to lead-containing materials such as paint, flashings, and pipe joints. The Design-Builder shall comply with all applicable laws addressing such exposure, including the Cal/OSHA Lead in Construction Standards (Title 8, CA Code of Regulations, section 1532.1).

The Trustees and the Construction Inspector may bring to the attention of the Design-Builder a possible hazardous situation in the field regarding the safety of personnel on the site. Design-Builder shall be responsible for verifying the observance of all local, state, and federal workplace safety guidelines. In no case shall this right to notify the Design-Builder absolve the Design-Builder of its responsibility for monitoring safety conditions. Such notification shall not imply that anyone other than the Design-Builder has assumed any responsibility for field safety operations.

The Design-Builder shall not use Explosives without first obtaining written permission from the Trustees and then shall use them only with the utmost care and within the limitations set in the written permission and in accordance with prudence and safety standards required by law. Storage of explosives on the Project site or University is prohibited. Powder activated tools are not explosive for purposes of this Article; however, such tools shall only be used in conformance with State safety regulations.

In the event of an accident, the Design-Builder shall make available to the Trustees copies of its accident report to its insurance carrier. The Design-Builder shall determine the cause of the accident and immediately correct any equipment, procedure, or condition contributing to the accident.

e. Utilities (1) If the Design-Builder discovers utility facilities not identified in the Design-Build Contract Documents, the

Design-Builder shall immediately notify the Trustees and the utility involved, in writing, of such discovery. When the Design-Builder is required by the Plans and Specifications to either locate, remove or relocate utility facilities not identified in the Design-Build Contract Documents with reasonable accuracy, it shall be compensated for any reasonable actual added cost incurred. The Design-Builder shall also be compensated for the cost of repairing any damage resulting from the discovery of such unidentified utility facility when such damage does not result from the failure of the Design-Builder to exercise reasonable care. All such compensation to the Design-Builder shall be based on an actual cost plus Design-Builder and subcontractor mark-up, as identified in Article 38.01-b, Allowable Costs Upon Change Orders, subdivisions (4), (5), and (6), except that both the Design-Builder’s and subcontractor’s mark-up shall be reduced by six (6) percent each, where the damage results from the failure of the Design-Builder or subcontractor to exercise reasonable care. The Trustees or the public utility, where it is the owner of the utility facilities, shall have the sole discretion to perform repairs, or relocation Work or permit the Design-Builder to do such repairs or relocation Work at a reasonable price, where such Work is required to facilitate the Project. The Design-Builder shall not be assessed liquidated damages for delay in the completion of the Project which is caused by the failure of the Trustees or the owner of the utility to provide for removal or relocation of such unidentified utility facilities.

(2) With the exception of the identification of main or trunk line utility facilities in the Contract Documents, the foregoing provisions of subdivision (1) shall not apply to, and Trustees shall have no obligation to indicate, the presence of existing service laterals or appurtenances whenever the presence of such utilities on the site of the Project can be inferred from the presence of other visible facilities, such as buildings, meter and junction boxes, on or adjacent to the site of the construction.

(3) Except as expressly provided in subdivisions (1) and (2) above, the Design-Builder shall be responsible at its own cost for all Work, Work, expense, or special precautions caused by the existence or proximity of utilities encountered at the site or in the performance of the Project Work including, without limitation, repair of any damage that may result including any damage resulting from hand or exploratory excavation. The Design-Builder is cautioned that the utilities encountered at the site may include communication cables or electrical cables conducting high voltage. When excavating in the vicinity of the ducts enclosing such cables, special precautions are to be observed by the Design-Builder at its own cost and shall include the following: all cables and their enclosure ducts shall be exposed by careful hand excavation so as not to damage the ducts or cables nor cause injury to persons, and appropriate warning signs, barricades, and safety devices shall be erected.

(4) The Design-Builder shall provide to the University as-built drawings of all utilities encountered and constructed indicating the size, horizontal location, and vertical location based on the Project bench mark or a stable datum.

f. Hazardous Materials (1) Asbestos. The Design-Builder is prohibited from installing any asbestos-containing materials or products in

any Work to be performed under this Contract. The Design-Builder shall be responsible for removal and


replacement costs should it be determined this provision has been violated; this responsibility shall not be limited in duration by Project completion, the warranty period, or other provisions of this Contract.

(2) Lead. The Design-Builder is prohibited from installing any lead-containing materials or products, including paint, in any Work to be performed under this Contract without the written consent of the Executive Facilities Officer and the Director of Environmental Health and Safety. The Design-Builder shall be responsible for removal and replacement costs should it be determined this provision has been violated; this responsibility shall not be limited in duration by Project completion, the warranty period, or other provisions of this Contract.

g. The Design-Builder, by warranting the completeness of the Construction Documents, agrees that, if the Design-Builder uses design-build delivery on certain building elements such as fire protection systems, store front assemblies, etc., then the Design-Builder accepts responsibility for any impact which results from the design-build process such as deferred submittals, plan check approval and procurement.

36.09 Occupancy by Trustees Prior to Acceptance The Trustees reserve the right to occupy all or any part of the Project before completion of the entire Contract, upon issuance of a Field Instruction and subsequent written Contract Change Order, or upon issuance of a written Contract change order therefor. In such event, the Design-Builder shall be relieved of responsibility for any injury or damage to such occupied part as results from the Trustees’ occupancy and use. If the Design-Builder carries insurance against damage to such premises or against liability to third persons covering the premises so used and occupied by the Trustees, and if such occupancy results in increased premiums for such insurance, the Trustees will pay to the Design-Builder the added premium costs for such insurance during the period of occupancy. The occupancy change order shall be the vehicle for such payment, if applicable.

The Trustees’ occupancy shall not constitute acceptance by the Trustees (see Article 40.01, Acceptance) either of the Project as completed or of any portion thereof, nor will it relieve the Design-Builder of full responsibility for correcting defective Work or materials found at any time before the formal written acceptance of the Project as completed by the Trustees and during the full guarantee period after such acceptance, nor does it stop the assessment of liquidated damages. However, when the Project includes several separate facilities, and one or more of such facilities is entirely occupied by the Trustees, then upon written request of the Design-Builder, the guarantee period for the facility occupied may commence from the date of occupancy subject to written consent thereto by the Trustees.

36.10 Payments by Design-Builder In accordance with Business and Professions Code section 7108.5, the Design-Builder agrees to pay all subcontractors not later than seven (7) Days of receipt of each progress payment, unless otherwise agreed in writing by the parties, the respective amounts allowed the Design-Builder on account of the Work performed by its subcontractors, to the extent of each such subcontractor’s interest therein.

The Design-Builder shall pay and shall require its subcontractors to pay each employee engaged in Work on the Project under this Contract in full (less deductions made mandatory by law) not less often than once each week.

36.11 Responsibility to Secure and Pay for Permits, Licenses, Utility Connections, Etc. The Design-Builder shall secure all permits and licenses required for any operations required under this Contract and shall pay all costs relating thereto as well as all other fees and charges that are required by the United States, the State, the county, the city, a public utility, telephone company, special district, or quasi-governmental entity. It is the Design-Builder’s responsibility to ascertain the necessity of such permits and licenses in preparing its bid and include in its bid the cost thereof as well as adjustments for any delays which may be caused by securing permits and licenses.

36.12 Patented or Copyrighted Materials The Design-Builder shall assume all costs arising from the use of patented or copyrighted materials, equipment, devices, or processes used on or incorporated in the Project. And the Design-Builder agrees to save harmless, defend, and indemnify the State, the Trustees of the California State University, Trustees’ Consultants, the University, and the officers, agents and employees of each of them from all suits, actions, or claims for, or on account of, the use of any patented or copyrighted materials, equipment, devices, or processes.

36.13 Property Rights in Materials and Equipment Nothing in the Contract shall be construed as vesting in the Design-Builder any property right in the materials or equipment after they have been attached to or permanently placed in or upon the Work or the soil or after payment has been made for fifty percent or more of the value of the materials or equipment delivered to the site of the Work whether or not they have been so attached or placed. All such materials or equipment shall become the property of Trustees upon being so attached or placed or upon payment of fifty percent or more of the value of the materials or equipment delivered on the site but not yet installed, and the Design-Builder warrants that all such property shall pass to Trustees free and clear of all liens, claims, security interests, or encumbrances.


36.14 Taxes The Design-Builder shall pay all taxes imposed by law which are levied or become payable as a result of the Design-Builder’s performance under this Contract.

36.15 Contract Time a. Time of the Essence. All time limits specified in this Contract are of the essence of the Contract.

b. Starting and Completion Date. The Trustees shall designate in the Notice to Proceed the starting date of the Construction Work on which the Design-

Builder shall immediately begin and thereafter diligently prosecute the Work to completion. The Design-Builder agrees to complete the Work on the date specified for completion of the Design-Builder’s performance in the Contract unless such time is adjusted, in writing, by change order by the Trustees. The Design-Builder may complete the Work before the completion date if it will not interfere with the Trustees or other contractors engaged in related or adjacent Work. The Work shall be regarded as completed on the acceptance date noted on the Trustees’ Notice of Completion. This date shall be used as the date the guarantee period begins as defined in Article 40.06, Guarantee.

c. Adjustment of Contract Time Due to Acts of God, etc. The Design-Builder shall not be assessed with liquidated damages, nor the cost of engineering and inspection, during

any delay in the completion of the Project caused by acts of God, the public enemy, fire, flood, epidemic, quarantine restriction, strike, freight embargo, discovery of archaeological or paleontological artifacts, and unusual action of the elements; provided that the Design-Builder shall notify the Trustees in writing of the causes of the delays within 24 hours from the beginning of any such delay. The Trustees shall determine the facts with regard to the delay and the reasonable period of time by which the date of completion should be extended by reason thereof, if any. The Trustees’ findings thereon shall be final and conclusive.

There shall be no compensation to the Design-Builder for costs associated with this kind of delay.

The term “unusual action of the elements” is limited to extraordinary, adverse weather conditions and conditions immediately resulting therefrom which cause a cessation in the progress of the Work which will delay the time of completion of the Contract.

The Design-Builder shall have no right to an adjustment in the time of completion due to weather conditions or industrial conditions which are normal for the locality of the site. The time for completion of the Contract has been calculated with consideration given to the average climatic range and usual industrial conditions prevailing in the locality of the site.

d. Adjustment of Contract Time Due to Acts of the Trustees. If the Design-Builder is delayed in completing the Contract by reason of any act or omission of the Trustees not

provided by the Contract, or by reason of changes made pursuant to Article 38.01, Change Orders, without reaching agreement as to any time adjustments, the time for completion of the Contract may be extended for a period commensurate with the delay. The Design-Builder shall notify the Trustees in writing of the causes of the delay within seven (7) Days from the beginning of the delay.

e. Design-Builder’s Duty to Fully Prosecute Work. No extension of time will be granted for any of the causes for which extensions may be granted unless the Design-

Builder demonstrates to the satisfaction of the Trustees that the Design-Builder has made every reasonable effort to fully prosecute the Work and complete the Work within the Contract Time. The causes of delay shall be subject to the same determinations as stated in Article 36.15-c, Adjustment of Contract Time Due to Acts of God, etc., above. Design-Builder shall refer to Article 36.16, Schedule.

f. Trustees’ Adjustment of Contract Time. Even though the Design-Builder has no right to an extension of time for completion, the Trustees may extend the time

at the request of the Design-Builder, if they determine it to be in the best interest of the State. If the time is extended, the Trustees may, in lieu of assessing liquidated damages, charge the Design-Builder, its successors, heirs, assigns, or sureties, and deduct from the final payment for the Work all or any part, as they may deem proper, the value of the lost use of the completed Project, and of the actual cost to the Trustees of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to the Contract, and which accrue during the period of such extension. Such costs will not exceed liquidated damages.

g. Adjustment of Contract Time Due to Reasons beyond Trustees’ Control. Should the Trustees be prevented or enjoined from proceeding with Work either before or after the start of construction

by reason of any litigation or other reason beyond their control, the Design-Builder shall not be entitled to make or assert any claim for damage by reason for said delay; but time for completion of the Work will be extended to such


reasonable time as the Trustees may determine will compensate the Design-Builder for time lost by such delay. Any such determinations will be set forth in writing.

h. Liquidated Damages. Attention is directed to Article 39.02, Delay in Completion--Liquidated Damages.

36.16 Schedule a. Time is of the essence of this Contract, including the time of beginning, the rate of progress, and the time of completion

of the Work. The Work shall be prosecuted at such time, in such manner, and on such part or parts of the Project as may be required to complete the Project as contemplated in the Design-Build Contract Documents and the Design-Builder’s Construction Schedule.

b. The Design-Builder shall prepare and submit to the Trustees’ Construction Administrator the Design-Builder’s initial construction schedule within thirty (30) Days after the starting date on the Notice to Proceed. The Design-Builder’s initial Construction Schedule shall be comprised of a critical path method network. The Design-Builder shall input the critical path Construction Schedule on the computer using the scheduling software as specified in the Division 01-General Requirements for this Project. The Design-Builder shall provide electronic data files.

The Design-Builder, on its initial Construction Schedule, shall show the dates on which each part or division of the Work is expected to be started and completed. The Design-Builder shall also show on its initial Construction Schedule all submittals associated with each Work activity required by the Contract. The Design-Builder shall include activities for the submittal development, its review, and the fabrication/procurement for each activity, allowing 21 Days for review of each submittal. The Work activities making up the Construction Schedule shall be of sufficient detail to assure that adequate planning has been done for proper execution of the Work and such that, in the sole judgment of the Trustees, it provides an appropriate basis for monitoring and evaluating the progress of the Work. The Construction Schedule shall show the interdependence of each activity and a critical path. The Design-Builder shall also submit a separate listing of all submittals required under the Contract and noting the anticipated date that each submittal will be submitted.

Design-Builder shall submit a monthly cash flow schedule with the initial Construction Schedule and shall revise the cash flow schedule with each Construction Schedule revision. The cash flow schedule is the Design-Builder’s estimate of the dollar value of Contract Work completed and billable each month of the Project.

c. The Design-Builder’s initial Construction Schedule shall show the sequence, duration in Calendar or Working Days, and interdependence of activities required for the complete performance of all Work. The Construction Schedule shall show milestones, including milestones for Trustees-furnished information, and shall include activities for Trustees-furnished equipment and furniture when those activities are interrelated with the Design-Builder’s activities. The Design-Builder’s initial Construction Schedule shall begin with the effective date of the Notice to Proceed and conclude with the date of final completion. No more than twenty percent of the activities will have less than five Work Days of float unless approved by the Trustees. The Construction Schedule shall include a critical path activity that reflects anticipated rain delay during the performance of the Contract. The duration shall reflect the average climatic range and usual industrial conditions prevailing in the locality of the site. Weather data shall be based on information provided by the National Weather Service or other approved source. The Construction Schedule shall be developed using an appropriate Work breakdown structure. The transmittal provided with the initial Construction Schedule shall state whether the durations are in Work Days or Days.

d. The Design-Builder may submit an initial Construction Schedule that shows the Work completed in less time than the specified Contract Time. However, the acceptance of such a Construction Schedule will not change the Contract Time. The Contract Time shall control in any determination of liquidated damages or extension of the Contract Time. Total float, slack time, or contingency is the unused time within the Construction Schedule (i.e., the difference in time between the Project’s early completion date and the required Contract completion date. Total float is not for the exclusive use of either the Trustees or the Design-Builder, but is jointly owned by both and is a resource available to and shared by both parties as needed to meet Contract milestones and the Contract completion date.

e. The Design-Builder shall not sequester shared float through such strategies as extending activity duration estimates to consume available float, using preferential logic, or using extensive crew/resource sequencing, constraints, unnecessary milestones, leads or lags on logic ties, and hammock type activities. Since float within the Construction Schedule is jointly owned, the Trustees will not grant time extensions nor will they pay delay damages until a delay occurs which extends the Work beyond the Contract completion date. Since float within the Construction Schedule is jointly owned, it is acknowledged that Trustees-caused delays on the Project may be offset by Trustees-caused time savings (i.e., critical path submittals returned in less time than allowed by the Contract, approval of substitution requests and credit changes which result in a savings of time to the Design-Builder, etc.). In such an event, the Design-


Builder shall not be entitled to receive a time extension or delay damages until all Trustees-caused time savings are exceeded, and the Contract completion date is also exceeded.

f. Comments made by the Trustees on the Design-Builder’s initial Construction Schedule during review will not relieve the Design-Builder from compliance with the requirements of the Contract Documents. The review is only for general conformance with the scheduling requirements of the Contract Documents. Upon the Trustees’ request, the Design-Builder shall participate in the review of the Design-Builder’s initial Construction Schedule submissions (including the original submittal, all update submittals, and any re-submittals). The Trustees may request the participation of subcontractors in these reviews, as determined necessary by the Trustees. All revisions shall be resubmitted within fifteen (15) Days after the Trustees’ review.

g. The submittal of a fully revised and acceptable Design-Builder’s initial Construction Schedule shall be a condition precedent to the processing of the second monthly payment application, unless the Trustees grant a time extension due to unusual circumstances.

h. The Design-Builder’s Construction Schedule shall provide a workable plan for monitoring the progress of all the elements of the Work, establish and clearly display the critical elements of the Work, forecast completion of the construction, and match the Contract duration in time. Exclusive of those activities for submittal review and material fabrication and delivery, activity duration shall not be less than one (1) nor more than thirty (30) Days, unless otherwise approved by the Trustees. In addition to the detailed network diagram, the Design-Builder shall submit the following reports with the original submittal and all updates and revisions: (1) Predecessor/Successor Report or a list showing the predecessor activities and successor activities for each

activity in the Construction Schedule. (2) Activity Report sorted by early start or a list showing each activity in the Construction Schedule, arranged

by early start dates.

i. The Design-Builder shall submit an updated Construction Schedule to the Construction Administrator with a copy to the Project Manager/Construction Inspector five (5) Days prior to the submittal of the Design-Builder’s monthly payment request. The submittal of the Progress Schedule that satisfies the requirements of this Article, accurately reflects the status of the Work, revises the cash flow schedule, and incorporates all changes into the Construction Schedule, shall be a condition precedent to the processing of the monthly payment application. Progress Schedules shall also be submitted at such other times as the Trustees may direct. If the Design-Builder fails to comply or is late in compliance with this requirement, and the Trustees find it to be in their best interest to process the monthly payment, an amount not exceeding $10,000 shall be retained from each monthly progress payment until compliance is affected.

The Design-Builder’s monthly Progress Schedule update shall include a report containing a narrative which includes the following:

DESIGN-BUILDER’S PROGRESS SCHEDULE NARRATIVE REPORT OUTLINE • Design-Builder’s transmittal letter • Description of problem tasks (referenced to field instructions, requests for information (RFIs), change order or

claim numbers) as appropriate. • Current and anticipated delays not resolved by approved change order, including:

• Cause of the delay • Corrective action and schedule adjustments to correct the delay • Known or potential impact of the delay on other activities, milestones, and Project completion date

• Changes in construction sequence • Pending items and status thereof including but not limited to:

• Pending change orders • Time extension requests • Other items

• Contract completion date status: • If ahead of Construction Schedule, the number of Days ahead • If behind Construction Schedule, the number of Days behind

• Other Project or scheduling concerns. • Updated network diagram with target bars shown. • Tabular report as specified in subdivision (h) above, including a listing of completed activities and activities in

progress.

• Flash drive or other media with the latest data files as specified in subdivision (h) herein.


If the Design-Builder makes revisions to the logic or durations of the approved schedule as part of the monthly updates, the Design-Builder shall submit a narrative detailing the revisions with the monthly update.

The Design-Builder shall set the schedule calculation setting for the monthly updates to retained logic, and may only utilize the progress override setting to identify the differential in the calculated finish date due to out of sequence progress. Should the differential in the Project completion exceed ten (10) days utilizing the retained logic setting vs. the progress override setting, the Design-Builder shall revise the successor logic of the out of sequence activities to eliminate the differential.

j. If completion of any part of the Work, delivery of equipment or materials, or submission of the Design-Builder submittals is behind the approved Construction Schedule and will impact the end date of the Work past the Contract completion date (create negative float), the Design-Builder shall submit in writing, a revised Construction Schedule acceptable to the Trustees for completing the Work on or before the current Contract completion date. The revised Construction Schedule shall take some or all of the following actions: (1) Increase construction manpower in such quantities and crafts as shall substantially eliminate the backlog of

Work and meet the current Contract completion date. (2) Increase the number of working hours per shift, the number of shifts per day, the number of Work Days per

week, or the amount of construction equipment, or any combination of the foregoing sufficient to substantially eliminate the backlog of Work.

(3) Reschedule Work items to achieve concurrent accomplishment of Work activities.

Under no circumstances is the adding of equipment or construction forces, increasing the working hours, or employing any other method, manner, or procedure to return to the contractually required completion date justification for a change order or justification for a compensable acceleration, unless prior written approval is received from the Trustees.

k. Adjustment of Contract Times for Completion In addition to the provisions in the Contract General Conditions, the Contract Time for completion of the Work will be adjusted in accordance with these procedures. (1) Time Impact Analysis

Whenever the Design-Builder submits a request for an adjustment of the Contract Time for completion for changes or alleged delays, the Design-Builder shall also submit a complete Time Impact Analysis (TIA). The Design-Builder shall submit the TIA for review within seven (7) Days after the request. The Trustees will not grant time extensions unless substantiated by the TIA, and then not until the Project float becomes zero. If the Design-Builder fails to submit a TIA within the aforementioned time specified, then the Design-Builder shall be deemed by the Trustees to have agreed that there is no time impact and that the Design-Builder has irrevocably waived its rights to any additional Contract Time.

Design-Builder shall ensure that each TIA provides information justifying the request and stating the extent of the adjustment requested for each specific change or alleged delay. Each TIA shall be in the form and content acceptable to the Construction Administrator, and shall include, but not be limited to, the following: (a) A fragmentary critical path method type network (Fragnet) illustrating how the Design-Builder

proposed to incorporate the change or alleged delay into the current Monthly Baseline Schedule. (b) Identification of activities in the current Monthly Baseline Schedule which are proposed to be

amended due to the change or alleged delay, together with estimates and other appropriate data justifying the proposal.

The Design-Builder shall determine the TIA based on the date or dates when the change or changes were issued or the date or dates when the alleged delay or delays began. The status of the construction Project and TIA shall include event time computations for all affected activities including, but not limited to, Work around sequencing or recovery options to maintain the original Contract completion date.

The Construction Administrator may require that the TIA be provided in order to demonstrate the time impact upon the overall Project and the time for completion, at no additional cost to the Trustees.

If the Construction Administrator finds, after review of the TIA, that the Design-Builder is entitled to any extension of time for completion, the Contract Time for completion will be adjusted accordingly by the Construction Administrator, and the Design-Builder shall then revise the Monthly Baseline Schedule accordingly.

(2) No time extensions shall be granted nor indirect costs paid unless the Design-Builder can clearly demonstrate the delay on the basis of the Progress Schedule current as of the month the change is issued or the delay occurred and which delay cannot be mitigated, offset, or eliminated through revising the intended sequence


of Work or other means. The Design-Builder shall include field instructions and change orders in the revised Construction Schedule. Failure to include field instructions or change orders shall waive rights to a Contract time extension or delay damages.

l. Once each week, or as approved in writing by the Trustees, the Design-Builder shall submit a Progress Schedule listing the activities begun, completed, and in progress in the past week, and the activities scheduled to begin, be completed or be in progress for the succeeding three (3) weeks. This schedule shall cover all Work activities listed on the Progress Schedule for the reporting period.

m. As a condition precedent to the release of retained funds, the Design-Builder shall, after completion of the Work has been achieved, submit a final Design-Builder’s Progress Schedule which accurately reflects the manner in which the Project was constructed and includes actual start and completion dates for all Work activities.

n. The Trustees may require a more detailed and comprehensive scheduling requirement. In this case, the schedule requirement shall be included in the Contract as Supplementary General Conditions.

36.17 Labor Force and Superintendent At all times the Design-Builder shall provide sufficient labor to properly prosecute the Work and to ensure completion of each part in accordance with the schedule and within the Contract Time (Public Contract Code section 10843). The Design-Builder shall employ competent workers who are skilled in the type of Work required and whose workmanship is of the best, regardless of the quality of material. If, in the judgment of the Trustees, any person is incompetent or disorderly, the Design-Builder shall promptly remove such person from the Project and shall not re-employ such person thereon.

The Design-Builder shall retain a competent, full-time, on-site superintendent to represent the Design-Builder and to direct the Project at all times while any Work under this Contract is underway. The Design-Builder shall not replace a Superintendent without advanced written approval from the Trustees. If, in the judgment of the Trustees, the Superintendent is incompetent, unqualified, poorly performing or disorderly, the Design-Builder shall, upon request by the Trustees, promptly remove such person from the Project and shall not re-employ such person thereon. In this event, the Trustees shall approve the replacement Superintendent.

The Superintendent shall prepare a daily report which includes worker count, Work in progress, etc. and shall provide it to the Trustees upon request. If the Design-Builder does not supply the staffing in accordance with its Request for Proposals, the Trustees shall either demand that the prescribed staffing be supplied and/or credit back the value of the staffing not supplied.

The Design-Builder shall make certain that all subcontractors employed are properly licensed and are in good standing with the California Department of Industrial Relations.

36.18 Limitation of Construction Operations The Design-Builder shall limit the area and nature of the construction operations to that which is authorized in the Request for Proposal or as approved in writing by the Trustees.

36.19 Coordination with Other Work The Trustees reserve the right to do other Work in connection with or related to the Project or adjacent thereto by Contract or otherwise, and the Design-Builder shall at all times conduct the Work so as to impose no hardship on the Trustees or others engaged in the Trustees’ Work nor to cause any unreasonable delay or hindrance thereto. Where two or more contractors are employed on related or adjacent Work, each shall conduct its operation in such a manner as not to cause delay or additional expense to the other.

The Design-Builder shall be responsible to others engaged in the related or adjacent Work for all damage to Work, to persons and to property, and for loss caused by failure to complete the Work within the specified time for completion. The Design-Builder shall coordinate its Work with the Work of others so that no discrepancies shall result in the Project.

36.20 Drawings Reflecting Actual Construction During the course of construction, the Design-Builder shall maintain drawings daily to show the Project as it is actually constructed. Every sheet of the Plans and Specifications which differs from the actual construction shall be marked, and sheets so changed shall be noted on the title sheets of the Plans and Specifications. All change orders shall be shown by reference to sketch drawings, and any supplementary drawings or change order drawings shall be included. Design-Builder shall review the “as-built” drawings with the Construction Inspector at least once a month to demonstrate that the Design-Builder is fully and accurately recording all changes that have occurred. The altered Contract drawings shall be sufficiently detailed so that future Work on the Project or in adjacent areas may be conducted with a minimum of difficulty. Before the completion of the Project, and before release of the final retention payments, the “as-built” drawings and specifications shall be transmitted to the Trustees’ Construction Administrator for further handling. Additionally, Design-Builder shall turn over to the Trustees a re-drafted and complete set of “as-built” drawings of the actual construction on AutoCAD, Version 12 or other version as approved by the Trustees, and Mylar reproducibles generated from AutoCAD. Final payment will not be made to Design-Builder until


the “as-builts” are received and spot checked by the Trustees. Corrections, if any, shall be made to the AutoCAD and to the Mylar reproducibles.

36.21 Access for Inspection The Design-Builder shall at all times permit the Trustees, the Construction Administrator, the Construction Inspector and the Project Manager to visit and inspect the Work and the shops where Work is in preparation and shall maintain proper facilities and provide safe access for such inspection. Work requiring testing, inspection or verification shall not be covered up without such test, inspection, or approval. The Design-Builder shall notify the Construction Inspector in writing at least one (1) Working Day before the Construction Inspector is required to inspect the Work. For a Project with part-time inspection, a minimum of two (2) Working Days written notification by the Design-Builder to the Construction Inspector is required before the Construction Inspector is required to inspect the Work. a. Inspections on Premium Time.

Premium time is defined as Work performed in excess of eight hours per day Monday through Friday and any Work performed on Saturday, Sunday or holiday. Whenever the Design-Builder intends to perform Work during premium time, it shall provide a minimum of two (2) Working Days written notice of such intention before performing such Work. If such Work during premium time is discretionary and for the sole benefit of the Design-Builder, the premium cost of inspection shall be reimbursed to the Trustees.

b. Reinspections. The Trustees may back-charge all reinspection costs to the Design-Builder.

c. Additional Inspections. If a fabricator or manufacturer of a material or equipment requiring inspection is inefficiently performing or

performing at multiple locations, then the Trustees may charge the Design-Builder for the extraordinary costs incurred.

36.22 Cleanup of Project and Site The Design-Builder shall clean up its Work at frequent intervals and at other times when directed by the Trustees. At all times while finish Work is underway, floors shall be kept broom clean. Upon completion of the Work, the Design-Builder shall promptly remove from the premises construction equipment and any waste materials not previously disposed of, leaving the premises thoroughly clean and ready for occupancy.

When two or more contractors are engaged in Work at or near the site, each shall be responsible for cleanup and removal of its own rubbish, equipment, and any waste materials not previously disposed.

In the event the Design-Builder does not maintain the Project or the site clear of debris and rubbish in a manner acceptable to the Trustees, the Trustees may cause the Project or site to be properly cleaned and may withhold the expense incurred therefor from payments due the Design-Builder.

36.23 Project Sign, Advertising The Design-Builder shall furnish and install a Project sign required as part of the Work under the Contract. As a minimum, the sign shall be four feet by eight feet, made from three-quarter inch plywood. The sign shall identify the Project name, the Trustees, the Design-Builder, and the Architect. No advertising is permitted on the Project or site without written permission from the Trustees.

36.24 Assignment of Trade Contracts to Trustees The Design-Builder shall include in all trade contracts an assignment clause stating that the Trustees have the right to require that the Design-Builder assign the trade contract(s) to the Trustees. Upon direction from the Trustees, the Design-Builder shall assign to the Trustees for fully vesting in the Trustees all rights and benefits of the Design-Builder under such trade contracts or purchase orders, in order that the Trustees may proceed to finish the Project.

37.00 - INTERPRETATION OF AND ADHERENCE TO CONTRACT REQUIREMENTS

37.01 Interpretation of Contract Requirements a. Correlation. Design-Builder shall interpret Contract Documents as complementary, requiring a complete Project. Any requirement

occurring in any one of the Contract Documents is as binding as though occurring in all Contract Documents. Generally, the Specifications address quality, types of materials and Contract conditions while the Plans show placement, sizes, and fabrication details of materials.

b. Conflicts. In the event of conflict in the Contract Documents, the following priorities shall govern:


(1) Addenda shall govern over all other Contract Documents, and subsequent Addenda shall govern over prior Addenda only to the extent modified.

(2) Supplementary General Conditions shall govern over Contract General Conditions. (3) Contract General Conditions shall govern over all sections of the Specifications and any notation on the RFP

Plans. No other section of the Specifications shall modify the Contract General Conditions. (4) In case of conflict between the RFP and the Contract General Conditions, the RFP shall govern. (5) In case of conflict within the RFP Plans: (a) Material and equipment schedules, when identified as such, shall govern over all other portions of

the RFP Plans. (b) Specific notes shall govern over all other notes and all other portions of the RFP Plans, except the

material and equipment schedules described in Article 37.01-b(5)(a) above. (c) Larger scale drawings shall govern over smaller scale drawings. (d) Figured or numerical dimensions shall govern over dimensions obtained by scaling. (6) In the event that provisions of codes, safety orders, Contract Documents, referenced manufacturers’

specifications or industry standards are in conflict, the more restrictive or higher quality shall govern.

c. Omissions. In the event of omissions in the Construction Documents, the following shall apply:

(1) If the Construction Documents are not complete as to any minor detail of a required construction system or with regard to the manner of combining or installing of parts, materials, or equipment, but there exists an accepted trade standard for good and skillful construction, such detail shall be deemed to be an implied requirement of the Construction Documents in accordance with such standard. “Minor Detail” shall include the concept of substantially identical components, where the price of each such component is small even though the aggregate cost or importance is substantial, and shall include a single component that is incidental, even though its cost or importance may be substantial.

(2) The quality and quantity of the parts or material so supplied shall conform to trade standards and be compatible with the type, composition, strength, size, and profile of the parts of materials otherwise set forth in the Construction Documents.

d. Quality. The quality of the Design-Builder’s Work shall be equal to or better than that required in the RFP, and if it is found

that the Work in the Design-Builder’s proposal is of lesser quality, the RFP shall prevail.

37.02 Issuance of Interpretations, Clarifications, Additional Instructions Should the Design-Builder discover any conflicts, omissions, errors, or coordination issues in the Contract or have any question concerning interpretation or clarification of the Contract, the Design-Builder shall request in writing interpretation, clarification, or additional detailed instructions before proceeding with the Work affected. The written request shall be given to the Trustees with copies to the Project Manager/Construction Inspector.

The Trustees shall, within a reasonable time, issue in writing the interpretation, clarification, or additional detailed instructions requested.

Should the Design-Builder proceed with the Work affected before receipt of the interpretation, clarification, or instructions from the Trustees, the Design-Builder shall replace or adjust any Work not in conformance therewith and shall be responsible for any resultant damage or added cost.

Should any interpretation, clarification, or additional detailed instructions as approved by the Trustees and, in the opinion of the Design-Builder, constitute Work beyond the scope of the Contract, the Design-Builder must submit written notice thereof to the Trustees within seven (7) Days following receipt of such interpretation, clarification, or additional detailed instructions and in any event prior to commencement of Work thereon. The Design-Builder shall send copies of such correspondence to the Project Manager/Construction Inspector. Within seven (7) Days after the Design-Builder issues its written notice, the Design-Builder shall submit an explanation of how the interpretation, clarification, or additional detailed instruction constitutes Work beyond the scope of the Contract, along with a detailed cost breakdown and an explanation of any delay impacts.

If, in the judgment of the Trustees, the notice is justified, the interpretation, clarification or additional detailed instructions shall be revised or the extra Work authorized by Contract change order or by field instruction with a change order to follow. If the Trustees decide that the claim is not justified the Trustees shall give the Design-Builder a written order that the claim is not justified and direct the Design-Builder to perform such Work.


The Design-Builder shall proceed with the Work upon receipt from the Trustees of a written order to do so, in accordance with the Trustees’ interpretation of the Contract requirements. If the Design-Builder objects to the order, the Design-Builder must notify the Trustees in writing of its objection and the reasons therefore, within seven (7) Days of receipt of the order. The Design-Builder shall have the right to have this claim later determined by a Claims Review Board pursuant to this Contract (Article 39.01, Claims). When performing disputed Work, the Design-Builder shall prepare time and materials records for each day, and the Construction Inspector shall verify these records at the conclusion of each day. The Design-Builder shall have no claim for additional compensation because of such interpretation, clarification, or additional detailed instruction, unless it gives the written notices required to the Trustees within seven (7) Days as specified above.

37.03 Product and Reference Standards a. Product Designation. When descriptive catalog designations, including the manufacturer’s name, product brand name, or model number are

referred to in the Contract, such designations shall be considered as those found in industry publications of current issue at the date specified in the RFP.

b. Reference Standards. When the Contract references standards of the federal government, trade societies, or trade associations by specific

date of issue, these shall be considered a part of this Contract. When such references do not bear a date of issue, the current and most recently published edition at the date specified in the RFP shall be considered a part of this Contract.

37.04 Shop Drawings, Samples, Alternatives or Equals, Substitutions a. Submittal Procedure. The Design-Builder shall review and approve all shop drawings. “Shop drawings” include drawings, diagrams,

illustrations, materials and equipment schedules, performance charts, brochures and catalogs and other data prepared by the Design-Builder or any subcontractor, manufacturer, supplier or distributor, which illustrate some portion of the Work. To prevent delay in the Work, the Design-Builder shall promptly review, mark the shop drawing approved, and submit it to the Trustees, together with samples as required by the Contract and shall also submit any offers of alternatives or substitutions. Design-Builder shall submit at least four copies of shop drawings with three to be retained by the Trustees. All such submittals shall be sent to the Trustees at the address given in the instructions to the Design-Builder at the job start meeting. A letter shall accompany the submitted items which shall contain a list of all matters submitted and shall identify all deviations in the shop drawings and samples from the requirements of the Contract. Failure by the Design-Builder to identify all deviations may render any action taken by the Trustees on the materials submitted to be void. Whether to void such action shall be in the discretion of the Trustees. The letter and all items accompanying it shall be fully identified as to Project name and location, the Design-Builder’s name, and Contract number. By submitting the approved shop drawings and samples, the Design-Builder represents that the data contained therein have been verified with conditions as they actually exist and that the shop drawings and samples have been checked and coordinated with the Contract.

b. Samples. Samples are physical examples furnished by the Design-Builder to illustrate materials, equipment, color, texture, or

workership, and to establish standards by which the Work will be judged.

The Work shall be in accordance with the samples, submitted as required by the Contract and reviewed by the Trustees. The Design-Builder shall remove samples from the site when directed by the Trustees. Samples not removed by the Design-Builder, at the Trustees’ option, will become the property of the Trustees or will be removed or disposed of by the Trustees at the Design-Builder’s expense.

c. Alternatives or Equals. For convenience in designation on the plans or in the specifications, certain materials or equipment may be designated

by a brand or trade name or the name of the manufacturer together with catalog designation or other identifying information, hereinafter referred to generically as “designated by brand name.” Alternative material or equipment which is of equal quality and of the required characteristics for the purpose intended may be proposed for use provided the Proposer complies with the following requirements: (1) The Proposer shall submit its proposal to the Trustees for an alternative as an “equal” in writing no later than

35 Days after the award of the subcontract. In exceptional cases where the best interests of the Trustees so require, the Trustees may give written consent to a submittal or re-submittal received after the expiration of the time limit designated. The Proposer is responsible for a timely submittal of its proposed “or equal.”

(2) No proposal will be considered unless accompanied by complete information necessary to permit determination of the equality of the offered materials or equipment. Samples shall be provided when requested by the Trustees.


(3) The burden of proof as to the comparative quality and suitability of the offered materials or equipment shall be upon the Proposer. Where the material is specified by capacity or performance, the burden of proof shall be on the Proposer to show that any particular equipment or materials meet the minimum capacities or the performance requirements specified. Proposer shall furnish at its own expense all information necessary for a determination as to whether the minimum capacities or performance requirements will be met.

The Trustees shall be the judge of such matters. If the Trustees reject the use of any alternative materials or equipment, then one of the products designated by brand name shall be furnished.

If changes or delays are required for proper installation or fit of alternative materials, articles, or equipment, or because of deviations from Contract Documents, such changes or delays shall be made at the Design-Builder’s expense without recourse for reimbursement from the Trustees.

d. Substitutions. If the proposer proposes a product that is of lesser or greater quality or performance than the specified material or

equipment, it must comply with these provisions of this Article, but, in addition, the proposer must submit any cost impact of this substitution. By submitting a substitute, the Design-Builder and proposer waives any rights to claim a delay due to the processing of this substitution. The time for submission of a substitute of an unequal product shall be restricted to 35 Days after the award of the subcontract. The Trustees are not obligated to review or accept substitutions.

37.05 Quality of Materials, Articles and Equipment Materials, articles and equipment furnished by the Design-Builder for incorporation into the Work shall be new. When the Contract requires that materials, articles or equipment be furnished, but the quality or kind thereof is not specified, the Design-Builder shall furnish materials, articles or equipment at least equal to the kind or quality or both of materials, articles or equipment which are specified.

37.06 Testing Materials, Articles, Equipment and Work a. Materials, articles, equipment or other Work requiring tests are specified in the Contract. Materials, articles and

equipment requiring tests shall be delivered to the Site in ample time before intended use to allow for testing and shall not be used prior to testing and receipt of written approval. The Design-Builder shall be solely responsible for notifying the Trustees where and when materials, articles, equipment and Work are ready for testing. Should any such materials, articles, equipment or Work be covered without testing and approval, if required, they shall be uncovered at the Design-Builder’s expense. The Trustees have the right to order the testing of any other materials, articles, equipment or Work at any time during the progress of the Work. Unless otherwise directed, all samples for testing shall be taken by the Trustees from materials, articles or equipment to be used on the Project or from Work performed. All tests will be under the supervision of, and at locations convenient to, the Trustees. The Trustees shall select the laboratories for all tests. Decisions regarding the adequacy of materials, articles, equipment or Work shall be issued to the Trustees in writing.

b. All costs of the initial required tests shall be borne by the Trustees. The Trustees may decide to take further samples and tests, and if the results show that the Work was not defective, the Trustees shall bear the costs of such samples and tests.

c. In the event the results of such additional samples and tests show that the Work was defective, the Design-Builder shall bear the cost of such samples and tests. Samples that are of value after testing shall remain the property of the Design-Builder. All retesting costs may be back-charged to the Design-Builder by the Trustees.

37.07 Rejection Should any portion of the Work done or any materials, articles or equipment delivered fail to comply with the requirements of the Contract, such Work, materials, articles or equipment shall be rejected in writing and shall immediately be made satisfactory to the Trustees, by the Design-Builder, at no additional expense to the Trustees. Design-Builder shall immediately remove from the premises at its expense any rejected materials, articles or equipment. The Trustees may retain one and one-fourth times the cost of the rejected materials, articles, equipment, and Work from any payments due the Design-Builder until it is made acceptable to the Trustees. The Trustees may back charge the Design-Builder for the Trustees’ costs incurred in the correction of Design-Builder’s rejected Work.

37.08 Off-Site Testing The Trustees shall bear the cost of off-site testing up to a distance of fifty (50) miles from the Project site and up to one fabrication yard or manufacturing plant per manufactured item, for example, structural steel. If the cost of testing is increased because the fabrication yard or manufacturing plant is located beyond this fifty mile radius, then the increased costs shall be borne by the Design-Builder. The increased cost due to the use of multiple fabrication yards or manufacturing plants for similar materials shall be borne by the Design-Builder.


37.09 Responsibility of Quality The testing and inspection provided by the Trustees shall not relieve the Design-Builder of its responsibility for the quality of materials and workmanship provided by the Design-Builder, and the Design-Builder shall make good all defective Work discovered during or after completion of the Project.

38.00 - CHANGES IN THE WORK

38.01 Change Orders The Trustees reserve the right to issue written orders, or Field Instructions, to the Design-Builder, which shall be signed by the Trustees’ Construction Administrator. Through the use of Field Instructions, the Construction Administrator may direct changes in the Work at any time prior to the acceptance of the Project without voiding the Contract, and Design-Builder shall promptly comply with such orders. The Design-Builder may request changes in the Work, but shall not act on the changes until approved in writing by the Trustees. Any change made without the Trustees’ written authorization shall be the responsibility of the Design-Builder; in this case the Trustees will not increase compensation or extend time for a change involving greater expense to the Design-Builder and may reject changes. The consequent responsibility falls on the Design-Builder to replace at its own expense the changed Work with that originally specified (Public Contract Code section 10827).

On the basis set forth herein, the Contract price shall be adjusted for any written order or Field Instruction requiring a different quantity or quality of labor, materials or equipment from that originally required, and the partial payments to the Design-Builder, set forth in Article 40.02, Partial Payments, shall be adjusted to reflect the change. Whenever the necessity for a change arises, and when so ordered by the Trustees in writing, the Design-Builder shall take all necessary steps to halt such other Work in the area of the change that might be affected by the ultimate change. Changed Work shall be performed in accordance with the original Contract requirements except as modified by the change order. Except as herein provided, the Design-Builder shall have no claim for any other compensation due to changes in the Work (Public Contract Code section 10841). a. Proposed Change Orders.

The Trustees shall issue to the Design-Builder a cost request bulletin via the Construction Administrator, or a field instruction via the Project Manager/Construction Inspector, hereinafter called the cost request bulletin, for a proposed change order describing the intended change, and shall require the Design-Builder to respond with a proposed amount to be added to or subtracted from the Contract price due to the change supported by a detailed estimate of cost (hereinafter called a change order request). Upon request by the Trustees, Design-Builder shall permit inspection of the original Contract estimate, subcontract agreements, or purchase orders relating to the change. Any request for adjustment in time of final completion of the Project which is directly attributable to the changed Work shall also be included, with substantiating detailed explanation, by the Design-Builder in its response to the cost request bulletin. Design-Builder’s failure to request adjustment of time on the change order request shall waive any right to subsequently claim an adjustment of the time for final completion based on the changed Work. Design-Builder shall submit the change order request with detailed estimates and any time extension request thereon to the Trustees and to the Project Manager/Construction Inspector within fifteen (15) Days after issuance of the cost request bulletin. If not submitted within the required fifteen (15) Days, and the Design-Builder has not obtained the Trustees’ permission for a delay in submission, the Trustees may order the Design-Builder in writing to begin the Work immediately in accordance with Articles 38.01-c or 38.02, and the Contract price shall be adjusted in accordance with the Trustees’ estimate of cost, unless the Design-Builder within fifteen days following completion of the changed Work presents proof convincing to the Trustees that the Trustees’ estimate was in error. For any amount to be added to the Contract price for the changed Work, the Trustees shall determine payment will be made in one of the following three ways: a lump sum amount, time and materials with a guaranteed maximum price, or time and materials with no guaranteed maximum price. If either of the latter two methods is agreed upon, Design-Builder shall keep and submit time and materials records verified daily by the Construction Inspector to substantiate its costs and to furnish such proof.

When the Trustees and the Design-Builder agree on the amount to be added to or deducted from the Contract price and the time to be added to or deducted from the completion date, and a Contract change order is signed by the Trustees and the Design-Builder, the Design-Builder shall proceed with the changed Work. When the Trustees and the Design-Builder agree to the adjustment in the Design-Builder’s compensation for the performance of changed Work, but fail to agree to the time adjustment for such Work, the Design-Builder shall proceed with the Work at the agreed price, reserving the right to further pursue its claim for a time adjustment (see Article 36.15-d, Adjustment of Time Due to Acts of the Trustees). Any costs incurred to acquire information relative to a proposed change order shall not be borne by the Trustees.

b. Allowable Costs upon Change Orders. The only costs (estimated or actual) that will be allowed due to changed Work, and the manner in which such costs

are computed, shall be in accordance with the following nine provisions. In submitting a change order request, the Design-Builder affirms that the cost is submitted in good faith, that the cost is accurate and is in accordance with the


provisions of the Contract requirements, and the Design-Builder submits the cost recognizing the significant civil penalties and treble damages which follow from making a false claim or presenting a false claim to the Trustees (see Government Code section 12650 et seq.). Direct cost is defined as the actual cost of Work before the application of any mark-ups for overhead and profit. In addition to items identified in the following provisions, direct cost items may include: hoisting, clean-up (both periodic and final), trash removal, traffic control and dust control. (1) Labor.

Costs are allowed for the actual payroll cost to the Design-Builder for labor, field supervision of changed Work, (but not field office supervision nor indirect supervision) and engineering or technical services directly required for the performance of the changed Work (but not site management such as field office estimating, clerical, purchasing, as-builts, change order coordination, or warranty). Costs include payments, assessments, or benefits required by lawful labor union collective bargaining agreements, compensation insurance payments, contributions made to the State pursuant to the Unemployment Insurance Code, and for taxes paid to the federal government required by the Social Security Act.

No labor cost will be recognized at a rate in excess of the wages that are paid by the Design-Builder for similar Work on the Project at the time the Work is performed, nor will the use of a classification which would increase the labor cost be permitted unless the Design-Builder established to the satisfaction of the Trustees the necessity for use of such higher classifications of workers. The Design-Builder and subcontractors shall submit a fully detailed breakdown of the cost of every labor classification to be utilized on a proposed change on the Hourly Labor Rate Worksheet. The Trustees may verify wage and burden per Article 36.02-a, Prevailing Wage, subdivision (6). The unit cost of labor shall be an accurate accounting of actual costs paid in accordance with the allowances herein, and it shall be submitted under penalty of perjury.

(2) Materials. Design-Builder’s costs are allowed for the cost of the materials directly required for the performance of the changed Work. Such cost of materials may include the costs of transportation, sales tax, and delivery if necessarily incurred. If a trade discount by the actual supplier is available to the Design-Builder, it shall be credited to the Trustees. If the materials are obtained from a supply or source owned wholly or in part by the Design-Builder, payment therefor will not exceed the current wholesale price for such materials. Cost for consumed materials may be charged on a reasonably estimated basis, but may not be a percentage of labor.

If, in the opinion of the Trustees, the cost of materials is excessive, or if the Design-Builder fails to furnish satisfactory evidence of the cost from the actual suppliers thereof, then in either case the cost of the materials shall be deemed to be the lowest wholesale price at which similar materials are available in the quantities required at the time they were needed. The Trustees reserve the right to furnish such materials as they deem advisable, and Design-Builder shall have no claim for costs or profits on material furnished by the Trustees.

(3) Equipment. Design-Builder’s costs are allowed for the actual cost of the use of equipment directly required in the performance of the changed Work except that no payment will be made for time while equipment is inoperative due to breakdowns or for non-working days. The rental time shall include the time required to move the equipment to the Project site from the nearest available source for rental of such equipment, and to return it to the source. If such equipment is not moved by its own power, then loading and transportation costs will be paid. However, neither moving time nor loading and transportation costs will be paid if the equipment is used on the Project in any other way than upon the changed Work. Individual pieces of equipment having a replacement value of $200.00 or less shall be considered to be small tools or small equipment, and no payment therefor will be made unless it has been rented specifically for the changed Work. Consumed equipment or tools, such as paint brushes, rollers, drill bits, etc. may be charged on an actual or reasonably estimated cost basis and are not to be charged as a percentage.

For equipment owned, furnished, or rented by the Design-Builder, no cost therefor shall be recognized in excess of the rental rates established by distributors or equipment rental agencies in the locality where the Work is performed.

The amount to be paid to the Design-Builder including mark-up for the use of equipment as set forth above shall constitute full compensation to the Design-Builder for the cost of fuel (unless the Design-Builder has demonstrated that mark-up does not cover consumed fuel cost), power, oil, lubrication, supplies, small tools, small equipment, necessary attachments, repairs and maintenance of any kind, depreciation, storage, insurance, and any and all costs to the Design-Builder incidental to the use of such equipment. Equipment operators shall be paid for as provided in Article 38.01-b (1), above.


(4) Mark-ups on Change Orders. The mark-ups allowed on the direct cost of changed Work include all incidental overhead support costs and profit. Such incidental overhead support costs include: estimating and purchasing; indirect supervision and project management; home office overhead; site overhead including facilities and utilities; change order coordination; as-built drawings; warranties; bonds; liability insurance including labor; and small tools. Any incidental overhead support cost not expressly identified herein shall be included in the Design-Builder’s mark-up. No mark-up on mark-up is permitted. If the subcontractor is owned, partially owned, or has a shared profits arrangement with the Design-Builder, any mark-up otherwise applicable to a change shall be reduced in proportion with the shared profits.

(5) Work by Subcontractors and Vendors. For any portion of the changed Work which is to be performed by a subcontractor (any tier), the Design-Builder shall furnish to the Trustees a detailed estimate prepared and signed by subcontractor of the cost to subcontractor for performing the changed Work. At the option of the Trustees, a lump sum estimate of such cost to subcontractor may be accepted in lieu of the detailed estimate. The combined costs for subcontractor’s overhead, profit, taxes, indirect supervision, insurance, bonds, warranty and any other costs not specifically allowed by Article 38.01-b (1), (2) and (3), shall not exceed fifteen (15) percent on the first $50,000 of the direct cost; thereafter, ten (10) percent on the balance beyond $50,000. The maximum allowable mark-up of a first tier subcontractor on any subsequent tiers shall be seven (7) percent. The aggregate mark-ups allowed by multiple tiered subcontractors shall not exceed twenty-six (26) percent of the direct cost on the first $50,000; thereafter, twenty-one (21) percent on the balance beyond $50,000. Estimates of the amount to be deleted from subcontractor’s portion of the Work shall be gross value of the deducted Work plus at least six percent for overhead, bonds, insurance, and related savings added to the direct value of the deleted Work. For changed Work to be furnished by a vendor, the Design-Builder shall furnish upon demand of the Trustees, a lump sum estimate of the cost of the items including taxes and cartage to the Design-Builder prepared by the vendor. No vendor mark-up for overhead, profit, layout, supervision or bonds will be allowed for changed Work furnished by a vendor.

(6) Design-Builder Mark-up for Added Work. When changed/added Work is performed by a subcontractor, the Design-Builder may add no more than ten (10) percent mark-up to the subcontractor’s total direct cost estimate (excluding the subcontractor’s mark-up) for such Work on the first $50,000; thereafter the mark-up is seven (7) percent on the balance beyond $50,000. The Design-Builder’s ten percent mark-up in this case is for profit, overhead, insurance, taxes, indirect supervision, bonds, warranty and any other costs not specifically allowed by Article 38.01-b (1), (2) and (3). Also refer to Article 36.08-e, Utilities, for special mark-up on repair of utilities. The Design-Builder may add up to fifteen (15) percent to its direct cost when self-performing the changed Work on the first $50,000 and ten (10) percent thereafter on the balance beyond $50,000.

(7) Credit for Deleted Work. Where an entire item or section of Work is deleted from the Contract, the entire subcontract value or bid value shall be considered the appropriate deduction less the value of Work performed, and shall have at least six percent mark-up added thereto for the Design-Builder’s saved overhead, bonds, and insurance. If the subcontract value or bid value is not identifiable, then the amount to be deducted from the Contract amount shall be the estimated value of the deducted Work plus at least six percent for saved overhead, bonds, and insurance. The value submitted on the schedule of values shall be used to calculate the credit amount, and may not be further marked up if it includes the value for general conditions (overhead, bonds, insurance, etc.).

For a proposed change order that involves both added and omitted Work, the Design-Builder shall separately calculate its total added costs and its total deducted costs, and shall then sum its total added and deducted costs, resulting in the Design-Builder’s net cost for the change order. The Design-Builder shall then apply the mark-up to this net cost. Similarly, the Design-Builder shall separately calculate each subcontractor’s total added costs and total deducted costs, and shall then sum each subcontractor’s total added and deducted costs, resulting in each subcontractor’s net cost for the change order. If the resulting net costs for each subcontractor will increase the Contract price, then the Design-Builder shall apply separate mark-ups for added Work as specified in Article 38.01-b (6). If the resulting net costs for each subcontractor will decrease the Contract price, then the Design-Builder shall apply separate mark-ups for deleted Work as specified in this Article. For example:

Design-Builder - net cost is $30,000, Design-Builder’s mark-up is 15%, or $4,500. Subcontractor A - net cost is $20,000, Design-Builder’s mark-up is 10%, or $2,000. Subcontractor B - net cost is <$10,000>, Design-Builder’s mark-up is six percent, or <$600>. The Design-Builder’s total mark-up for this example change order is $5,900.


(8) Market Values. Cost for added Work shall be no more than market values prevailing at the time of the change, unless the Design-Builder can establish to the satisfaction of the Trustees that it investigated all possible means of obtaining Work at prevailing market values and that the excess cost could not be avoided.

When a change order deletes Work from the Contract, the computation of the amount thereof shall be the values which prevailed at the time bids for the Work were opened, if the Work is contained in a subcontract agreement or purchase order executed at or near the time proposals were opened.

(9) Architect/Engineer’s Extra Services for Change Order Work. (a) Negotiated Fee.

The Trustees may elect to negotiate a fixed fee for design extra services on change order Work. (b) Work Performed by Principals and Employees of the Architect/Engineer.

Unless as identified in (a) above, for any Work performed by the Architect/Engineer on a change order, the Architect/Engineer shall receive an amount not to exceed two and one half (2.5) times the direct payroll costs for services of principals and/or employees for actual time expended to provide the authorized extra services. Reimbursement for principals when providing drafting or other related services normally provided by an employee shall be reimbursed at the maximum rate for services of employees. The Architect/Engineer shall provide an Hourly Labor Rate Worksheet at the onset of the Project, listing rates applicable to this Project within the limits listed above.

(c) Work Performed by Firms or Individuals Not Employees of the Architect/Engineer. Unless as identified in (a) above, for Work performed by firms or individuals not employees of the

Architect/Engineer, but engaged by the Architect/Engineer to assist in providing the authorized extra service, the Architect/Engineer shall receive one and one tenth (1.1) times the amount to be paid by the Architect/Engineer to the consultants for said services. Payment to consultants for services rendered is limited to direct Project costs, including a maximum of two and one half (2.5) times the direct payroll costs for services of principals and/or employees for actual time expended to provide the authorized extra service.

(d) Architect/Engineer Reimbursables. The Architect/Engineer shall be paid only the actual and reasonable costs of reimbursable expenses

incurred on change order Work as approved in writing by the Trustees prior to the Architect/ Engineer incurring the costs, with no mark-up for overhead and profit.

c. Failure to Agree as to Cost (1) For Added Work.

Notwithstanding the failure of the Trustees and the Design-Builder to agree as to the cost of the proposed change order, the Design-Builder, upon written order from the Trustees, shall proceed immediately with the changed Work. A Field Instruction or letter signed by the Trustees shall be used for this written order. At the start of each day’s Work on the change, the Design-Builder shall notify the Trustees in writing as to the size of the labor force to be used for the changed Work and its location. Failure to so notify may result in the non-acceptance of the costs for that day. At the completion of each day’s Work, the Design-Builder shall furnish to the Construction Inspector a detailed summary of all labor, materials, and equipment employed in the changed Work. The Construction Inspector will compare his/her records with Design-Builder’s daily summary and may make any necessary adjustments to the summary. After the Construction Inspector and the Design-Builder agree upon and sign the daily summary, the summary shall become the basis for determining costs for the additional Work. The sum of these costs when added to an appropriate mark-up will constitute the payment for the changed Work. Subsequent adjustments, however, may be made based on later audits by the Trustees. When changed Work is performed at locations away from the job site, the Design-Builder shall furnish in lieu of the daily summary, a summary submitted at the completion of the Work containing a detailed statement of labor, material, and equipment used in the Work. This latter summary shall be signed by the Design-Builder who shall certify thereon under penalty of perjury that the information is true, and the costs are as allowed in Article 38.01-b(1), (2), and (3). If changed Work is to be paid on the basis of time and materials, a credit for deleted Contract Work shall be included. Mark-up shall be as covered in Article 38.01-b(4), (5), (6), (7) and (9).

The Design-Builder shall maintain and furnish on demand of the Trustees itemized statements of cost from all vendors and subcontractors who perform changed Work or furnish materials and equipment for such Work. All statements must be signed by the vendors and the subcontractors.


(2) For Deleted Work. When a proposed change order contains a deletion of any Work, and the Trustees and the Design-Builder are unable to agree upon the value thereof, the Trustees’ estimate may be deducted from the Contract price and may be withheld from any payment due the Design-Builder until the Design-Builder presents proof convincing to the Trustees that the Trustees’ estimate was in error. The amount to be deducted, other than deletion of an entire item as addressed in Article 38.01-b (7), shall be the costs to the Design-Builder for labor, materials, and equipment which would have been used on the deleted Work together with the credit mark-up. The guidelines set forth in Article 38.01-b, shall be used in computing the amounts involved for changes other than deletion of an entire item.

d. Allowable Time Extensions. For any change in the Work, the Design-Builder shall be entitled only to such adjustments in time by which completion of the entire Work is delayed due solely to performance of the changed Work. However, no extension of time shall be granted for a change in the Work unless the Design-Builder demonstrates to the satisfaction of the Trustees that the Work is on the critical path and submits an updated CPM schedule showing that an extension of time is required and that the Design-Builder is making, or has made, every reasonable effort to guarantee completion of the additional Work called for by the change within the time originally allotted for the Contract (Public Contract Code section 10842). Attention is directed to Article 36.15, Contract Time, and Article 36.16, Schedule.

e. Use of Design-Builder’s Contingency. (1) If there is an omission or correction in the Construction Documents that should have been identified through

a reasonable constructability check and coordination review of the Construction Documents by the Design-Builder, then the Design-Builder shall purchase and install the omitted equipment or material utilizing the Design-Builder’s contingency. The Design-Builder shall obtain the Trustees’ approval of the use of any of the Design-Builder’s contingency, and this approval shall not be unreasonably withheld.

(2) The Design-Builder shall not include mark-up for overhead and profit on changes necessitated by omissions or corrections to the Construction Documents that should have been identified by a reasonable constructability check and coordination review.

The Design-Builder shall not utilize the Design-Builder Contingency to pay OCIP and/or BRIP insurance deductibles described in Articles 36.06-b and 36.06-c.

(3) With each monthly payment request, the Design-Builder shall submit an accounting of the Design-Builder’s use of their contingency, along with a documentation of the Trustees’ approval. This accounting shall be presented to the Trustees as a draw against the Design-Builder’s contingency.

f. Use of Allowances The Trustees limit the use of allowances; however, the Trustees shall approve the use of any allowance, on a case by

case basis. If the Trustees so approve, allowances may only be used for specific and discrete scopes of Work that were indeterminate at the time of producing the GMP, such as for trades where the Design-Builder did not receive a bid, when the Design-Builder is self-performing Work, or when review of trade bids reveals necessary Work that is not included. The Design-Builder shall not aggregate allowances to create another Project contingency; the Design-Builder bears the cost risk of completing the Work covered by a Design-Builder Allowance, and shall return unused portions of the Design-Builder Allowance to the Trustees in a credit change order. The Trustees are responsible for the estimate on a Trustees’ allowance.

The Design-Builder shall only use allowances for their identified specific and discrete purpose. The Design-Builder may not use allowance balances to make up deficits on other line items. The Trustees shall authorize each debit from an allowance in writing, using a field instruction. The Design-Builder shall maintain a detailed cost accounting, including allowances, and submit it with the monthly payment application for the Trustees’ approval. The trade contractors shall mark up direct cost items in accordance with this Article, however, Trustees will not award to Design-Builder additional mark-ups or fees on allowances.

38.02 Emergency Changes Changes in the Work agreed by the Trustees to be made necessary due to unforeseen site conditions, discovery of errors in the Contract Documents requiring immediate clarification in order to avoid a serious Work stoppage, changes of a kind where the extent cannot be determined until completed, or under any circumstances whatsoever when deemed necessary by the Trustees are kinds of emergency changes which may be authorized by the Trustees in writing to the Design-Builder. The Design-Builder shall commence performance of the emergency change immediately upon receipt of written direction from the Trustees.

If agreement is reached as to compensation and/or time adjustment for the purpose of any emergency change, then compensation and/or time extension, as appropriate, will be as provided in Article 38.01 relating to ordinary changes. If agreement is not reached as to compensation and/or time adjustment at the time of commencing the emergency change, then


compensation and/or time extension, as appropriate, will be as provided in Article 38.01-c, that is, time and materials records and summaries shall be witnessed and maintained until either a lump sum payment and/or a time extension, as provided in Article 38.01-d, is agreed upon, or the changed Work is completed.

39.00 - CLAIMS AND DAMAGES

39.01 Claims a. Claim and Dispute Submittals. Any dispute related to this Contract or its breach that is not resolved by agreement shall be promptly submitted in

accordance with this Article, with adequate supporting data. Adequate supporting data shall include, but is not limited to a statement of the reasons for the asserted entitlement, the certified payrolls, invoice(s) for material and equipment rental, an itemized breakdown of any adjustment sought, and supporting schedules.

At the time of submission of any claim, the Design-Builder shall certify as follows: SUBMISSION UNDER PENALTY OF PERJURY

“I, (insert full name) , am the (insert title--must be an Officer) of (insert name of firm , and I declare under penalty of perjury under the laws of the State of California and do personally certify and attest that: I have thoroughly reviewed the attached claim for additional compensation and/or extension of time, and know its contents, and said claim is made in good faith; that the supporting data is truthful and accurate; that the amount requested accurately reflects the contract adjustment for which I believe the Trustees are liable, and further, that I am familiar with California Penal Code section 72 and California Government Code section 12650 et seq., pertaining to false claims, and further know and understand that submission or certification of a false claim may lead to fines, imprisonment and/or other severe legal consequences.”

BY: (signature) Date: (insert date of signature)

Design-Builder’s submission of a claim, properly certified, with all required supporting documentation, and Trustees’ written rejection or denial of all or part of the claim(s) are conditions precedent to any action, proceeding, litigation, suit, or demand for arbitration by the Design-Builder.

b. Design-Builder’s Claim(s) – Notice of Claim. In accordance with Article 37.02 (Issuance of Interpretations, Clarifications, Additional Instructions), should the

Design-Builder disagree with the determination of the Trustees on a matter that substantially affects the Design-Builder’s costs, compensation or extent of Work, the Design-Builder shall file a preliminary claim with the Trustees. For purposes of this Article 39.01, “claim” means a separate demand by Design-Builder, sent by registered or certified mail with return receipt requested, for one or more of the following: (1) A time extension for relief from damages or penalty for delay; (2) Trustees’ payment which is not otherwise expressly provided or to which the Design-Builder is not otherwise

entitled. (3) Payment of an amount that is disputed by the Trustees. (4) Subcontractor claims.

c. Actions Prior to Claims Review Board (1) Design-Builder’s Claim Submittal / Documentation. Design-Builder submitted its claim in accordance with Article 39.01, subsections ‘a’ and ‘b’.

(2) Trustees’ Review of Design-Builder’s Claim upon Receipt. The Trustees shall conduct a reasonable review of the claim upon receipt and, within a period not to exceed

45 days, shall provide the Design-Builder a written statement identifying disputed and undisputed portions of the claim. Upon receipt of the claim, the Trustees and Design-Builder may, by mutual agreement, extend the time provided herein.

The Trustees’ failure to issue a written statement shall result in the rejection of the claim in its entirety. A claim that is denied by reason of the Trustees’ failure to respond to the claim or to meet the time requirements contained herein shall not constitute an adverse finding regarding the merits of the claim or the responsibility/qualifications of the Design-Builder.

(3) Trustees’ Payment of Undisputed Portion of Claim. The Trustees shall pay the undisputed portion of the claim within 60 days after issuing the written statement.

d. Informal Meet and Confer Conference (1) If Design-Builder disputes the Trustees’ response, or if the Trustees fail to respond to Design-Builder’s claim

within the time prescribed, the Design-Builder may demand in writing an informal conference to meet and


confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered or certified mail with return receipt requested, the Trustees shall schedule a meet and confer conference within 30 days for settlement of the dispute.

(2) Post-Meet and Confer Conference Within ten business days following conclusion of meet and confer conference, the Trustees shall provide

Design-Builder a second written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. The Trustees shall pay the undisputed portion within 60 days after the Trustees issue the second written statement.

e. Nonbinding Claims Review Board Any remaining disputed portion of the claim shall be submitted to nonbinding Claims Review Board. If the Claims

Review Board is unsuccessful, Design-Builder may submit the disputed portion of the claim to mediation.

f. Design-Builder Submission of Unresolved Claims. Design-Builder shall submit all claims in writing in accordance with this Article 39.01 to the Trustees no later than 30 Days after the County Recorder’s recordation date on the Trustees’ Notice of Completion. The Design-Builder’s failure to submit its claims to the Trustees within this 30-Day period shall constitute a waiver by the Design-Builder of such claims. Once the claims have been submitted, and the 30 Days after the County Recorder’s recordation date on the Notice of Completion have expired, Design-Builder may not submit any additional claims. Design-Builder shall have 30 additional Days in which to submit six copies of a total and detailed claims package. Failure to submit the full detailed package within this second 30-Day period shall constitute a waiver by the Design-Builder of such claims.

g. False Claims. Design-Builder submits the claim recognizing the significant civil penalties and treble damages, which follow from making a false claim or presenting a false claim to the Trustees (see Government Code sections 12650 et seq.).

h. Trustees’ Claim(s) Submittal. The Trustees shall submit a rebuttal to the Design-Builder’s claim, along with any Trustees’ claims to the Claims

Review Board within a reasonable time after the submission by the Design-Builder of a total and detailed claims package or the expiration of the time to file Design-Builder’s claims.

i. Design-Builder Rebuttal to Trustees’ Claims. Upon submission of any Trustees claims, the Design-Builder shall have an additional 30-day period to submit to the

Claims Review Board the Design-Builder’s rebuttal to the Trustees’ claims.

j. Claims Review Board. The Trustees will convene a Claims Review Board to hear the submitted claims at the completion of the Project. Each Claims Review Board shall continue to function until the members review all pertinent facts and arrive at a recommendation. The Assistant Vice Chancellor for Capital Planning, Design and Construction, or a designee administers the Claims Review Board process. These administrative responsibilities include, but are not limited to, selection of the Claims Review Board members, determination of the time and location of the hearing, and application of the Claims Review Board procedures. The Claims Review Board is comprised of representatives of the California State University, which may include representatives of Capital Planning, Design and Construction staff who have not had any direct connection to the Project. It is a neutral, lay dispute resolution board, in which an independent third-party board assists the parties in dispute resolution though negotiation or by issuance of an evaluation or recommendation. Attorneys and third party claims specialists may not participate in the hearings, with the exception of scheduling consultants. The Board’s recommendation will be made as soon as possible after the conclusion of the hearing, and that recommendation is made to the appropriate University official and the Assistant Vice Chancellor of Capital Planning, Design and Construction.

The decision to accept or reject the Board’s recommendation is the responsibility of either the University official, if the Project was administered by the University, or the Assistant Vice Chancellor, if the Project was administered by Capital Planning, Design and Construction. The decision of the University official or the Assistant Vice Chancellor (as appropriate) exhausts the Design-Builder’s contractual and administrative remedies with the Trustees.

k. Actions Post Claims Review Board. (1) Initial Mediation. Should a dispute remain unresolved following exhaustion of the Claims Review Board process, the parties

shall attempt in good faith first to mediate such dispute and use their best efforts to reach agreement on the matters in dispute.


Within ten business days after the disputed portion has been identified in the Trustees’ second written statement, the Trustees and Design-Builder shall mutually agree to a mediator, for which the Trustees and the Design-Builder shall share the costs equally. If Design-Builder and Trustees cannot agree on a mediator, each party shall select a mediator, and these mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

(2) Other Dispute Resolution. If, on completion of such mediation, the parties are unable to agree and settle the dispute, then the dispute

may be pursued in litigation or through some other dispute resolution technique, except arbitration.

39.02 Delay in Completion--Liquidated Damages If the Work is not completed within the time required, the Trustees will sustain damage. It is, and will be, impractical and extremely difficult to determine the actual damage which the Trustees will sustain by reason of the delay. It is therefore agreed that the Design-Builder will pay to the Trustees the sum of money stipulated per Day in the Contract for each Day’s delay in completing the Work beyond the time prescribed (see Article 40.01, Acceptance). If the Design-Builder fails to pay such liquidated damages, the Trustees may deduct the amount thereof from any money due or that may become due the Design-Builder under the Contract (Public Contract Code section 10826). If the Trustees have occupancy of all or the majority of the Project and can use it for its intended purpose, including operation of fire and life safety systems, the Trustees may reduce the amount of assessment of liquidated damages (if it is determined to be in the best interest of the Trustees). In this case, the Trustees may reduce the liquidated damages assessment to $500 per Day or half of the value originally stipulated per Day, whichever is higher. The Trustees’ assessment of liquidated damages shall not commence on a Saturday, Sunday or legal holiday.

39.03 Termination for Cause If the Trustees deem that the Design-Builder has failed to supply an adequate working force or material of proper quality, or that the Design-Builder has failed in any other respect to prosecute the Work with the diligence and force as required by the Contract, then the Trustees may take any of the actions as authorized by Public Contract Code section 10843 et seq. The Design-Builder’s failure to complete a punch list with diligence is an example of a failure to prosecute the Work with the diligence and force required by the Contract.

If the costs of finishing the Work exceed the unpaid balance of the Contract sum, the Design-Builder shall pay the difference to the Trustees.

If it is subsequently determined that grounds for termination under this Article do not exist, then the Design-Builder shall be deemed to have been properly terminated for convenience under Article 39.04, Termination for Convenience.

39.04 Termination for Convenience After the third payment request or 90 Days, whichever comes first, the Trustees may terminate this Contract or any part thereof, for its sole convenience and without cause. Unless Trustees direct otherwise, upon written notice from the Trustees of such termination, the Design-Builder shall: a. Stop all Work under the Contract except that specifically directed to be completed before suspension of the Work.

b. Perform Work the Trustees deem necessary to secure the Project for termination.

c. Remove equipment and plant from the Site of the Work.

d. Take such action as is necessary to protect materials from damage.

e. Notify all subcontractors and suppliers that the Contract has been terminated, and that their contracts or orders are not to be further performed unless otherwise authorized in writing by the Trustees. Reference Articles 36.05, Delegation of Performance and Assignment of Money Earned, and 39.05, Assignment of Subcontracts.

f. Provide the Trustees with an inventory list of all materials previously produced, purchased or ordered from suppliers for use in the Work and not yet used in the Work, including their storage locations, and such other information as the Trustees may request.

g. Handle materials not yet used in the Work as directed by the Trustees. The Design-Builder shall provide the Trustees with good title to all materials purchased hereunder, including materials for which partial payment has been made.

h. Subject to prior written approval of the Trustees, settle all outstanding liabilities and all claims arising out of subcontracts or orders for materials terminated hereunder. To the extent directed by the Trustees, the Design-Builder shall assign to the Trustees all the right, title and interest of the Design-Builder under subcontracts or orders for materials.


i. Furnish the Trustees with the documentation required to be furnished by the Design-Builder under the provisions of the Contract.

j. Take such other actions pertinent to terminating the Contract as the Trustees may direct.

k. Remain liable for any defective construction completed before termination.

The Design-Builder shall be paid in accordance with the provisions of Article 40, Payment and Completion, with the following exception. The amount due the Design-Builder shall be based upon the Trustees’ final estimate of the actual Work completed, or acceptable materials furnished but not used, to the date of suspension of the Work, less any amounts required to be withheld pursuant to Article 39.00, and less any prior payment(s) made to, or on account of the Design-Builder.

39.05 Assignment of Subcontracts Should the Trustees terminate Design-Builder’s control over the Work under Article 39.03, Termination for Cause, or 39.04, Termination for Convenience, the Trustees may elect to take legal assignment of subcontracts, purchase orders, and other contractual rights. In such an event, and as a condition of receiving the payments referenced in these Articles, the Design-Builder shall execute and deliver all papers and take all steps, including the legal assignment to the Trustees of subcontracts, purchase orders, and other contractual rights of the Design-Builder, as the Trustees may require. This will be done to fully vest in the Trustees all rights and benefits of the Design-Builder under such subcontracts, purchase orders, or other contractual rights in order that the Trustees may proceed to finish the Project.

39.06 Third-Party Claims The Trustees have full authority to compromise or otherwise settle any claim relating to a Contract at any time. However, the Trustees shall notify the Design-Builder of the receipt of any third-party claim relating to the Contract (Public Contract Code section 9201).

40.00 - PAYMENT AND COMPLETION

40.01 Acceptance When the whole Project has been completed in all respects in accordance with the completed, plan-checked and Trustees-approved Plans and Specifications, to the full satisfaction of the Trustees, the Trustees will then file a Notice of Completion with the County Recorder in the county in which the Project is located. Projects bid with a segregation of costs for separate, independent portions may, at the Trustees’ discretion, have each of the separate portions accepted individually. The date of acceptance of the Project as stated on the Notice of Completion shall be the official completion date relating to the assessment of liquidated damages. Acceptance shall be final and conclusive except for latent defects, gross mistakes amounting to fraud, audit rights, or Trustees’ rights under any warranty or guarantee.

The County Recorder’s date of recording on the Notice of Completion, if filed timely (within fifteen Days of acceptance), shall be the official completion date relating to stop notices and stop payment notices. All stop notices and stop payment notices must be filed with the Trustees within 30 Days after the County Recorder’s recordation date on the Trustees’ timely filed Notice of Completion. All claims arising from this Contract shall be submitted in writing to the Trustees no later than 30 Days after the recordation date on the Trustees’ Notice of Completion (see Article 39.01, Claims).

40.02 Partial Payments a. Contents of Payment Request. The Design-Builder’s submittal of the monthly payment application shall include, but may not be limited to the

following forms and reports: • Contractor Payment Request-Form 702.12DB, • Schedule of Values-Form 702.21,

In the Schedule of Values the Design-Builder shall include actual and estimated costs for each item of Work, including approved change orders, The cost breakdowns shall be in sufficient detail for use in estimating the Work to be completed each month and shall be submitted within 21 Days after the date of commencement of Work given in the Notice to Proceed. The initial submittal of the Schedule of Values shall include a breakdown of the awarded Contract value by completing the Uniformat Building Systems form.

• Request for Payment of Materials on Hand-Form 702.17, • Subcontractor Directory-Form 702.04S, • Allowance and contingency accounting, • Schedule update and narrative, and the • Contractors Reuse, Recycling, and Disposal Report-Form 1151B (and if any demolition Work is included in this

Project submit the Building Demolition Contractors Reuse, Recycling, and Disposal Report –Form 2060B).


b. Processing the Partial Payment Request. Once each month during the progress of the Work, the Design-Builder shall submit to the Construction Administrator a partial payment request that has been received and agreed to by the Trustees’ Project Manager/Construction Inspector. The Design-Builder shall base the partial payment request on the approved bid breakdown for the cost of the Work completed plus, where applicable, a maximum of 90% of the verified supplier-invoiced and Design-Builder -purchased value for the acceptable materials delivered to the site, or stored subject to the control of the Design-Builder but identified as the property of the Trustees, and not yet installed and as allowed on the Contract Payment Request, Form 702.12, line 2-f. The Design-Builder must make any materials stored offsite accessible to the Trustees to verify invoiced value and shall deliver these materials to the Trustees upon request. When submitting a request for payment for materials, the Design-Builder shall submit the Request for Materials On Hand, Form 702.17, with its partial payment request.

The partial payment request shall be submitted on the monthly anniversary of the day selected by the Design-Builder in the job start meeting. The Construction Inspector shall review and certify the validity of the request, which, if the request includes an invoice for materials, then it shall include an inspection by the Construction Inspector of materials invoiced. No partial payment shall be made without the certification of the Construction Inspector, unless the partial payment is strictly administrative, and is processed after the completion of the Work (e.g. release of stop notice and stop payment notice claims).

Partial payment requests shall be processed with five percent retention. The Trustees hold retention in part as security for the fulfillment of the Contract by Design-Builder. The Trustees will withhold sufficient funds in addition to the retention to cover for anticipated liquidated damages, stop payment notices, Labor Code wage and penalty assessments, unacceptable Work, punch list work, and Trustees’ back-charges such as for retesting and re-inspection. In addition to retention funds held, the Trustees will withhold monies from partial payments for incomplete punch list Work. The Trustees shall not process partial release of retention before Contract completion (Public Contract Code section 10851) unless the Project is phased with a segregation of costs per Articles 40.01 and 40.05.

Partial payments shall not be construed as acceptance of any Work which is not in accordance with the requirements of the Contract. Once the Construction Inspector has certified the partial payment request, it shall be submitted to the Trustees’ Construction Administrator for approval and processing (Public Contract Code section 10851). Payment will then be processed in accordance with section 10853 of the Public Contract Code. Such procedure provides for 39 Days processing, from the date of receipt of an undisputed and properly submitted payment request by the Construction Administrator, prior to assessment of late payment interest.

40.03 Escrow in Lieu of Retention After Trustees issue the Notice to Proceed for Construction Work, the Design-Builder may request to utilize an escrow account. With the approval of the Trustees and upon execution of a three-party agreement between the Design-Builder, the State Treasurer’s Office and the Trustees, the Trustees may make payment of the five percent retention withheld from progress payments pursuant to the requirements of Public Contract Code section 10852 if the Design-Builder deposits in escrow with the State Treasurer securities eligible for investment of State funds under Government Code section 16430 or bank certificates of deposit, and satisfies the conditions prescribed in Public Contract Code section 10852 and prescribed by the Trustees.

40.04 Stop Payment Notices Trustees shall retain out of any money due or that may become due the Design-Builder, sums sufficient (125 percent of the claim) to cover claims filed pursuant to the stop payment notice provisions of the law (Civil Code section 9000 et seq.).

Preliminary notices and stop payment notices shall be presented to the Trustees in proper form and should be addressed to the Construction Administrator and sent to the Trustees at the address identified in the letter transmitting the Contract for signature and at the preconstruction conference. The Design-Builder shall be responsible to communicate this information to all subcontractors.

40.05 Payment After Trustees’ acceptance of the Project as complete, the Design-Builder shall submit to the Construction Administrator a payment request indicating the total due under the Contract less retention and shall substantiate this payment request by a detailed cost report. The Trustees may request additional substantiation, such as trade contractor payments, material invoices, payrolls for all labor, and other such data supporting the Design-Builder’s right to payment. The Design-Builder shall forward the detailed cost report to the Construction Administrator no later than seven (7) Days following the submission of the final payment request. Once approved, the Trustees will process this payment request in the same manner as the partial payment requests. Refer to Article 40.02, Partial Payments.


The Trustees shall notify the Design-Builder of the date of recordation of the Notice of Completion. The Design-Builder shall then submit a request for payment of the retention to the Construction Administrator, who will process the retention payment 30 Days after the date of recordation by the County Recorder.

The Trustees shall continue to retain funds to cover liquidated damages, stop payment notices, state labor commissioner claims, back charges from the University, unexecuted credit change orders, and other such claims that may be received up to the end of the 30 days period following recordation. If any stop payment notice has been filed, the Trustees shall withhold payment in an amount of at least 125 percent of the total claims filed until either the rights under the stop payment notice have been settled, or the Design-Builder has posted sufficient bond in an amount of 125 percent of the total claims filed to secure payment of such claims.

The Design-Builder shall calculate the amount of such final payment as follows: a. Final Cost Report

The Design-Builder shall include the following in the final cost report: (1) Overhead and Profit – lump sum (2) Site Management Fee – lump sum (3) Contingency – a not-to-exceed line item.

Design-Builder shall itemize all uses of contingency and provide the contingency balance. After Design-Builder deducts its shared portion of the unused contingency, Design-Builder shall return any Contingency savings to the Trustees with a credit change order.

(4) Allowances – a not-to-exceed line item. Design-Builder shall itemize all allowances and provide the balance for each. Design-Builder shall return any Allowance savings to the Trustees with a credit change order.

(5) Change Orders – Provide a line item breakdown for Trustees’ change orders. (6) Trade Contractor Contract Breakdown – For each Trade Contractor Bid showing adjustments by change

orders. If the total of the Trade Contractor amounts bid, as adjusted by change orders, is less than the total of the Trade Contractor amounts as built, as adjusted by change orders, the Design-Builder shall submit a credit change order to the Trustees for the difference.

b. Final Payment Request Once the Trustees accept the final cost report, and after Trustees notify the Design-Builder of the date of the notice of completion recordation by the county recorder, the Design-Builder may submit its final payment request. Per Contract General Conditions Article 40.05, Payment, the Design-Builder shall calculate the amount of such final payment as follows: (1) Take the sum of the cost of the Work for the entire Project substantiated by the Design-Builder’s final cost

report, and the Design-Builder’s fees calculated previously, (2) Adjust by change order any cost savings on the completion of the Project pursuant to the RFP and Contract

General Conditions Article 35.06, Guaranteed Maximum Price, (3) Subtract amounts, if any, which the Trustees are entitled to withhold to cover liquidated damages, stop

payment notices, construction defects or non-conforming Work or other withholds authorized by the Contract Documents,

(4) Subtract the aggregate of previous payments made by the Trustees to the Design-Builder hereunder.

As a condition of final payment, the Design-Builder shall provide a complete set of Contract Files to the construction administrator. This shall include, but not be limited to, as-built drawings, operation and maintenance manuals, additional materials, and warranties.

40.06 Guarantee The Design-Builder hereby unconditionally guarantees the Work under this Contract to be in conformance with the Contract requirements and to be and remain free of defects in workmanship and materials for a period of one year from the date of acceptance of the Project pursuant to Article 36.15–b, Starting and Completion Date, unless a longer guarantee period is stipulated in the Contract Documents. Design-Builder shall obtain and deliver to the Trustees all manufacturers’ warranties; the manufacturers’ warranties shall start on the acceptance date noted on the Notice of Completion and shall run through the full term of each manufacturer’s warranty. By this guarantee the Design-Builder agrees, within the guarantee period, to repair or replace any Work, together with any adjacent Work which may be displaced in so doing which is not in accordance with the requirements of the Contract or which is defective in its workmanship or material, all without any expense whatsoever to the Trustees.

Special guarantees that are required by the Contract shall be signed by the Design-Builder which is responsible for the entire Work and countersigned by the subcontractor which performs the Work.


The Design-Builder further agrees that within ten (10) Days after the Trustees notify the Design-Builder in writing by of any Work not in accordance with the requirements of the Contract or of any defects in the Work, the Design-Builder shall commence and prosecute with diligence all Work necessary to fulfill the terms of this guarantee and to complete the Work in accordance with the requirements of the Contract within a reasonable period of time. The Design-Builder, in the event of failure to so comply, does hereby authorize the Trustees to proceed to have the Work done at the Design-Builder’s expense, and the Design-Builder agrees to pay the cost thereof upon demand. The Trustees shall be entitled to be reimbursed by the Design-Builder all costs necessarily incurred upon the Design-Builder’s refusal to pay the above cost.

Notwithstanding the foregoing paragraph, in the event of an emergency constituting an immediate hazard to health or safety of the Trustees’ employees, property, or the public, the Trustees may undertake at the Design-Builder’s expense, without prior notice, all Work necessary to correct any hazardous conditions caused by the Work of the Design-Builder that is not in accordance with the requirements of this Contract.

40.07 Contractor Evaluation The University will perform a contractor evaluation, and a report filed with the Trustees after completion of the Project. If the Design-Builder fails to perform the construction Contract responsibly by failing to complete all Work and requirements, including honoring the warranty, the Construction Administrator shall so state the facts on the Contractor Evaluation Form. If an evaluation results in a non-responsible contactor finding, it could affect the Design-Builder’s prequalification and may cause the Design-Builder to be deemed ineligible to bid on Trustees’ Work. Refer also to Article 32.09, Failure to be a Responsible Bidder.

41.00 - MISCELLANEOUS

41.01 Governing Law The Contract shall be governed by the law of the State of California.

41.02 Successors and Assigns The Trustees and Design-Builder respectively bind themselves and their successors, permitted assigns, and legal representatives to the other party and to the successors, permitted assigns, and legal representatives of such other party in respect to covenants, agreements, and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract, in whole or in part, without prior written consent of the other party. Notwithstanding any such assignment, each of the original contracting parties shall remain legally responsible for all of its obligations under the Contract.

41.03 Rights and Remedies All Trustees' rights and remedies under the Contract Documents will be cumulative and in addition to and not in limitation of all other rights and remedies of Trustees under the Contract Documents or otherwise available at law or in equity.

No action or failure to act by Trustees or Trustees’ representative will constitute a waiver of a right afforded them under the Contract, nor will such action or failure to act constitute approval of or acquiescence in a condition or breach thereunder, except as may be specifically agreed in writing. No waiver by Trustees or Trustees’ representative of any condition, breach or default will constitute a waiver of any other condition, breach or default; nor will any such waiver constitute a continuing waiver.

No provision contained in the Contract Documents shall create or give to third parties any claim or right of action against the Trustees, Trustees’ representative, or Design-Builder.

41.04 Waiver A waiver of or failure by Trustees or Trustees’ representative to enforce any requirement in this Agreement will not constitute a waiver of, and will not preclude the Trustees or Trustees’ representative from enforcing, any other requirement of the Agreement, and the Agreement will remain valid.

A waiver of or failure by Trustees or Trustees’ representative to enforce any requirement in this Agreement in connection with any adjustment of the Contract Amount or Contract Time will not constitute a waiver of, and will not preclude the Trustees or Trustees’ representative from enforcing, such requirements in connection with any other adjustments of the Contract Amount or Contract Time.

The Design-Builder agrees and understands that no oral directive, approval or representation, either express or implied, by Trustees or its agents shall be binding upon Trustees.

41.05 Survival The provisions of the Contract which by their nature survive termination of the Contract or Acceptance under Article 39.01, including all warranties, indemnities, payment obligations, and Trustees’ right to audit Design-Builder's books and records, shall remain in full force and effect after Acceptance or any termination of the Contract.


41.06 Complete Agreement The Contract Documents constitute the full and complete understanding of the parties and supersede any previous agreements or understandings, oral or written, with respect to the subject matter hereof. The Contract may be modified only by a written instrument signed by both parties or as provided in Article 38.00, Changes in the Work.

41.07 Severability of Provisions If any one or more of the provisions contained in the Contract Documents should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

41.08 Notices Except as otherwise provided, all notices, requests, demands, and other communications to be given under the Contract Documents shall be in writing and shall be transmitted by one of the following methods: a. Personally delivered. b. Sent by facsimile copy where receipt is confirmed. c. Sent by courier where receipt is confirmed. d. Sent by registered or certified mail, postage prepaid, return receipt requested.

Such notices and other communications in this Article 40.08 shall be deemed given and received upon actual receipt in the case of all except registered or certified mail; and in the case of registered or certified mail, on the date shown on the return receipt or the date delivery during normal business hours was attempted. Such notices and communications shall be given at the respective street addresses set forth in the Agreement. Such street addresses may be changed by notice given in accordance with this Article 40.08.

41.09 Counterparts Agreements may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by electronic mail in “portable document format” (“.pdf”) form or by any other electronic means shall constitute effective execution and delivery of this Agreement and shall have the same effect as copies executed and delivered with original signatures.

End of Contract General Conditions for Collaborative Design-Build Major Projects

Supplementary General Conditions to Contract General Conditions for Collaborative Design-Build Major Projects

(for use with Task-Order Construction Agreement for Multiple Projects)

Revised March, 2017

• General. For the Task Order-Construction Agreement for Multiple Projects (TO-CA) delivery method, use the Supplementary General Conditions in conjunction with the Contract General Conditions for projects using either the Collaborative Design-Build or Construction Manager at Risk delivery method as provided below. ◦ For Collaborative Design-Build Major projects, the Contract General Conditions for Collaborative Design-

Build Projects apply. These Supplementary General Conditions also apply. Both documents are included in the TO-CA Contract Documents.

◦ For Construction Manager at Risk projects, refer to the Supplementary General Conditions to the Contract General Conditions for Construction Manager at Risk with Guaranteed Maximum Price Projects, found on the Task Order-Construction Agreement for Multiple Projects website: http://www.calstate.edu/cpdc/cm/task-order-construction-agreement-for-multiple-projects.shtml.

◦ Replace term “Guaranteed Maximum Price” and “GMP” with “Lump Sum” throughout.

• Article 31.00, Definitions; add or delete and replace the following definition: ◦ Request For Proposals (RFP) - The documents that the Trustees issue to the Proposers describing and

specifying the requirements of the Master Enabling Agreement (MEA) and Work/Projects.

◦ Service Order Request – The initial document that the Trustees issue to the Design-Builder to begin a Project. This form is only used when the TO-CA MEA bid is based on Hourly Rates.

◦ Task Order Service Agreement – For performance of design services Work through the acceptance of the Lump Sum for the Project in accordance with the Contract Documents.

• Article 35.06, Guaranteed Maximum Price; delete and replace with the following: The Design-Builder shall guarantee the Contract Amount for the Project not to exceed the Lump Sum, as set forth in the Agreement. The Design-Builder shall support the Lump Sum by a line item cost breakdown for each trade, allowances, bonds, site management fees, overhead and profit, contingency, and any other cost necessary to complete the Project. The Lump Sum shall be subject to additions and deductions by change order as provided in Article 38, Change Orders.

If the cost of the Work, together with the Design-Builder’s fee, exceeds the Lump Sum, adjusted from time to time by change order, the Design-Builder shall pay the overrun without reimbursement by the Trustees. If the actual cost of the Work, plus the Design-Builder’s fee, is less than the Lump Sum, as adjusted from time to time by change order, then the Design-Builder shall retain the difference. Design-Builder agrees to use all reasonable efforts to maximize the cost savings for the mutual benefit of the parties.

• Article 35.08, Award of Design-Build Agreement; delete and replace with the following: The Trustees and the Design-Builder have agreed to a schedule, design, specifications, and a Lump Sum Price (the Design-Build Contract Documents) and, the Trustees have awarded an Agreement to the Design-Builder to complete the design as required and construct the Project.

• Article 36.06, Insurance Requirements, insert the following before subsection a. All provisions of subsection a are unchanged. 1. Insurance Requirements for a Project that has a Total Cost of $656,000.01 or More.

• Article 36.06, Insurance Requirements, add new subsection 2 as follows: 2. Insurance Requirements for a Project that has a Total Cost of $656,000.00 or Less.

The Design-Builder shall not commence Work until it has obtained all the insurance required in this Article, and such insurance has been approved by the Trustees. a. Policies and Coverage.

(1) The Design-Builder shall obtain and maintain the following policies and coverage: (a) Comprehensive or Commercial Form General Liability Insurance, on an occurrence basis,

covering Work done or to be done by or on behalf of the Design-Builder and providing insurance for bodily injury, personal injury, property damage, and contractual liability. The aggregate limit shall apply separately to the Work.

(b) Business Automobile Liability Insurance on an occurrence basis, covering owned, hired, and non owned automobiles used by or on behalf of the Design-Builder and providing


Supplementary General Conditions to Contract General Conditions for Collaborative Design-Build Major Projects (for use with Task-Order Construction Agreement for Multiple Projects)

Page 2 of 6 pages

insurance for bodily injury, property damage, and contractual liability. Such insurance shall include coverage for uninsured and underinsured motorists

(c) Worker's Compensation including Employers Liability Insurance as required by law.

(d) Errors & Omissions Insurance on an occurrence basis, covering Work done or to be done by or on behalf of the Design-Builder and providing insurance for errors and omissions shall be secured and maintained.

(2) The Design-Builder also may be required to obtain and maintain the following policies and coverage: (a) Environmental Impairment Liability Insurance should the Work involve hazardous

materials, such as asbestos, lead, fuel storage tanks, and PCBs.

(b) Other Insurance by agreement between the Trustees and the Design-Builder.

b. Verification of Coverage. The Design-Builder shall submit original certificates of insurance and endorsements to the policies of insurance required by the Contract to the Trustees as evidence of the insurance coverage. Renewal certifications and endorsements shall be timely filed by the Design-Builder for all coverage until the Work is accepted as complete pursuant to Article 40.01, Acceptance. The Trustees reserve the right to require the Design-Builder to furnish the Trustees complete, certified copies of all required insurance policies.

c. Insurance Provisions. Nothing in these insurance provisions shall be deemed to alter the indemnification provisions in Article 36.07. The insurance policies shall contain, or be endorsed to contain, the following provisions. (1) General and Automobile Liability Policies:

(a) General Liability Policies: the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents are to be covered as additional insureds.

(b) Automobile Liability: Policy shall contain the provisions of Insurance Service Office (ISO) Form Number CA 0001 covering any auto.

(2) For any claims related to the Work, the Design-Builder’s insurance coverage shall be primary insurance as respects the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents. Any insurance or self-insurance maintained by the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents shall be in excess of the Design-Builder’s insurance and shall not contribute with it.

(3) The Design-Builder shall immediately upon receipt of any notice of cancellation or any notice of non-renewal of any insurance required under this Article 36.06, provide written notice of any such insurance cancellation or non-renewal by certified mail to the University.

(4) The State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents shall not by reason of their inclusion as additional insureds incur liability to the insurance carriers for payment of premiums for such insurance.

d. Amount of Insurance. (1) For All Projects.

The insurance furnished by Contractor under this Article shall provide coverage in amounts not less than the following: (a) Comprehensive or Commercial Form General Liability Insurance--Limits of Liability

$2,000,000 General Aggregate $1,000,000 Each Occurrence--combined single limit for bodily injury and property

damage.

(b) Business Automobile Liability Insurance – Limits of Liability (Each Accident– combined single limit of bodily injury and property damage to include uninsured and underinsured motorist coverage.)





Page 3 of 6 pages

(c) Workers' Compensation limits as required by law with Employer’s Liability limits of $1,000,000.

(d) Errors & Omissions Insurance shall be secured and maintained for no less than $1,000,000.00 per occurrence.

(2) For Projects Involving Hazardous Materials. The Design-Builder shall provide additional coverage in amounts not less than the following: (a) Environmental Impairment (pollution) Liability Insurance - Limits of Liability

General Aggregate $10M Each Occurrence – combined single limit for bodily injury and property damage, including cleanup costs. $5M

(b) In addition to the coverage described in 36.06-d (1) (b), Business Automobile Liability Insurance, the Design-Builder shall obtain for hazardous material transporter services: (i) MCS-90 endorsement (ii) Sudden & Accidental Pollution endorsement--Limits of Liability*

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

*A higher limit on the MCS-90 endorsement required by law must be matched by the Sudden & Accidental Pollution Insurance.

With the Trustees’ approval, the Design-Builder may delegate the responsibility to provide this additional coverage, as described in this Article 36.06-d (2) (b) above, to its hazardous materials subcontractor. When the Design-Builder returns its signed project construction phase agreement to the Trustees, the Design-Builder shall also provide the Trustees with a letter stating that it is requiring its hazardous materials subcontractor to provide this additional coverage, if applicable. The Design-Builder shall affirm in this letter that the hazardous materials subcontractor’s certificate of insurance shall also adhere to all of the requirements in Articles 36.06-2-b, Verification of Coverage, and 36.06-2-c, Insurance Provisions. Further, this letter will provide that the subcontractor’s certificate of insurance will be provided to the Trustees as soon as the Design-Builder fully executes its subcontract with the hazardous materials subcontractor, or within 30 Days of the Notice to Proceed, whichever is less.

e. Acceptability of Insurers. Insurers shall be licensed by the State of California to transact insurance and shall hold a current A.M. Best’s rating of A:VII, or shall be a carrier otherwise acceptable to the University.

f. Subcontractor’s Insurance. Design-Builder shall ensure that its subcontractors are covered by insurance of the types required by this Article, and that the amount of insurance for each subcontractor is appropriate for that subcontractor’s Work. Design-Builder shall not allow any subcontractor to commence Work on its subcontract until the insurance has been obtained. Only the Design-Builder and its hazardous materials subcontractor(s) shall have the coverage for projects involving hazardous materials as required in Article 36.06-2-d, Amounts of Insurance, subdivision (2).

g. Miscellaneous. (1) Any deductible under any policy of insurance required in this Article shall be Design-Builder’s

liability. (2) Acceptance of certificates of insurance by the Trustees shall not limit the Design-Builder’s liability

under the Contract. (3) In the event the Design-Builder does not comply with these insurance requirements, the Trustees

may, at its option, provide insurance coverage to protect the Trustees. The cost of the insurance shall be paid by the Design-Builder and, if prompt payment is not received, may be deducted from Contract sums otherwise due the Design-Builder.

(4) If the Trustees are damaged by the failure of Design-Builder to provide or maintain the required insurance, the Design-Builder shall pay the Trustees for all such damages.

(5) The Design-Builder’s obligations to obtain and maintain all required insurance are nondelegable duties under this Contract.

(6) The Design-Builder’s liability for damages proximately caused by acts of God (as defined in Public Contract Code section 7105) and not involving Design-Builder negligence shall be limited to five


Page 4 of 6 pages

percent of the Contract Amount if the Work damaged is built in accordance with the Contract and applicable building standards.

• Article 36.06-b, Owner Controlled Insurance Program (OCIP); renumber and replace with the following: Article 36.06-3, Owner Controlled Insurance Program (OCIP). All references to 36.06-b shall read 36.06-3. Design-Builder shall disregard the provisions of Article 36.06-3, as the OCIP will not apply to this Contract.

• Article 36.06-c, Trustees’ Course of Construction (“Builders Risk”) Property Insurance; renumber and replace with the following:

Article 36.06-4, Trustees’ Course of Construction (“Builders Risk”) Property Insurance. All subsequent provisions of this article are unchanged, except that all references to 36.06-c shall read 36.06-4.

• Article 36.16, Schedule; delete and replace with the following: The following scheduling provisions apply to each Lump Sum construction proposal. a. Time is of the essence of this Contract, including the time of beginning, the rate of progress, and the time of

completion of the Work. The Work shall be prosecuted at such time, in such manner, and on such part or parts of the Project as may be required to complete the Project as contemplated in the Contract Documents and the approved Construction Schedule.

b. The Design-Builder shall submit a bar chart or critical path method schedule setting forth the manner and sequence of the Work. The Design-Builder shall schedule the Work in accordance with the time duration set forth in the Service Order Request. The Design-Builder shall have broad discretion in scheduling the Work. The University’s basis for disapproval of any schedule shall generally be limited to a determination that the Work sequence lacks logic, is unreasonable, is incomplete or is inconsistent with any other contractual requirement, such as a phasing plan or work shift requirements, noise, class schedules, campus holidays or non-construction activity days.

c. The Design-Builder initial Construction Schedule shall show the sequence, duration in Days, and interdependence of activities required for the complete performance of all Work. The Design-Builder initial Construction Schedule shall begin with the date of issuance of the Notice to Proceed and conclude with the date of final completion.

d. The Design-Builder may submit an initial Construction Schedule that shows the Work completed in less time than the specified Contract Time. However, the acceptance of such a Construction Schedule will not change the Contract Time. The Contract Time shall control in any determination of liquidated damages or extension of the Contract Time.

e. The Construction Schedule shall include a critical path activity that reflects anticipated rain delay during the performance of the Contract. The duration shall reflect the average climatic range and usual industrial conditions prevailing in the locality of the site. Weather data shall be based on information provided by the National Weather Service or other approved source.

f. The Design-Builder’s submittal of a fully revised and acceptable Construction Schedule shall be a condition precedent to the processing of the each monthly payment application.

g. The Trustees will not grant any time extensions or pay any indirect costs unless the Design-Builder can clearly demonstrate the delay on the basis of the Progress Schedule current as of the month the change is issued or the delay occurred, and which delay cannot be mitigated, offset, or eliminated through revising the intended sequence of Work or other means. The Design-Builder shall include field instructions and change orders in the revised Construction Schedule. Failure to include field instructions or change orders shall waive rights to a Contract time extension or delay damages.

h. Once each week, or as approved in writing by the Trustees, the Design-Builder shall submit a Progress Schedule listing the activities begun, completed, and in progress in the past week, and the activities scheduled to begin, be completed or be in progress for the succeeding three (3) weeks. This schedule shall cover all Work activities listed on the Progress Schedule for the reporting period.

i. With respect to any Design-Builder submission under this Article, no review, acceptance or approval by the Trustees shall release or relieve the Design-Builder from its obligation to fully and properly complete the Work, or any other duty, responsibility or liability imposed on it under this Contract, including, but not limited to the obligation to complete the Work within the Contract Time.


Page 5 of 6 pages

• Article 36.23, Project Sign, Advertising; delete this article in its entirety.

• Article 36.24, Assignment of Trade Contracts; renumber and replace article number and title with the following: 36.23 Assignment of Trade Contracts. All subsequent provisons of this article are unchanged.

• Article 37.01, Interpretation of Contract Requirements; delete and replace with the following: a. Correlation. Design-Builder shall interpret Contract Documents as complementary, requiring a complete Project. Any

requirement occurring in any one of the Contract Documents is as binding as though occurring in all Contract Documents. Generally, the Specifications address quality, types of materials and Contract conditions while the Plans show placement, sizes, and fabrication details of materials.

b. Conflicts. In the event of conflict in the Contract Documents, the following priorities shall govern:


(2) Supplementary General Conditions shall govern over Contract General Conditions.

(3) Contract General Conditions shall govern over all sections of the Specifications and any notation on the Design-Build Contract Documents Plans. No other section of the Specifications shall modify the Contract General Conditions.

(4) In case of conflict between the Design-Build Contract Documents and the Contract General Conditions, the Contract General Conditions shall govern.

(5) In case of conflict within the Design-Build Contract Documents and Plans: (a) Material and equipment schedules, when identified as such, shall govern over all other

portions of the Design-Build Contract Documents Plans.

(b) Specific notes shall govern over all other notes and all other portions of the Design-Build Contract Document Plans, except the material and equipment schedules described in Article 37.01-b(5)(a) above.

(c) Larger scale drawings shall govern over smaller scale drawings.

(d) Figured or numerical dimensions shall govern over dimensions obtained by scaling.

(6) In the event that provisions of codes, safety orders, Contract Documents, referenced manufacturers’ specifications or industry standards are in conflict, the more restrictive or higher quality shall govern.

c. Omissions. In the event of omissions in the Construction Documents, the following shall apply:

(1) If the Construction Documents are not complete as to any minor detail of a required construction system or with regard to the manner of combining or installing of parts, materials, or equipment, but there exists an accepted trade standard for good and skillful construction, such detail shall be deemed to be an implied requirement of the Construction Documents in accordance with such standard. “Minor Detail” shall include the concept of substantially identical components, where the price of each such component is small even though the aggregate cost or importance is substantial, and shall include a single component that is incidental, even though its cost or importance may be substantial.

(2) The quality and quantity of the parts or material so supplied shall conform to trade standards and be compatible with the type, composition, strength, size, and profile of the parts of materials otherwise set forth in the Construction Documents.

d. Quality. The quality of the Design-Builder’s Work shall be equal to or better than that required in the Design-Build

Contract Documents, and if it is found that the Work in the Design-Builder’s proposal is of lesser quality, the Design-Build Contract Documents shall prevail.


Page 6 of 6 pages

• Article 38.01-b, Allowable Costs upon Change Orders, subsection (9) Architect/Engineer’s Extra Services for Change Order Work; delete and replace with the following:

(9) Architect/Engineer’s Extra Services for Change Order Work. (a) Negotiated Fee.

The Trustees may elect to negotiate a fixed fee for design extra services on change order Work.

(b) Work Performed by Principals and Employees of the Architect/Engineer. Unless as identified in (a) above, for any Work performed by the Architect/Engineer on a change order, the Architect/Engineer shall receive an amount not to exceed the direct payroll costs as proposed in the RFP for services of principals and/or employees for actual time expended to provide the authorized extra services. Reimbursement for principals when providing drafting or other related services normally provided by an employee shall be reimbursed at the maximum rate for services of employees. The Architect/Engineer shall provide an Hourly Labor Rate Worksheet at the onset of the Project, listing rates applicable to this Project within the limits listed above.

(c) Work Performed by Firms or Individuals Not Employees of the Architect/Engineer. Unless as identified in (a) above, for Work performed by firms or individuals not

employees of the Architect/Engineer, but engaged by the Architect/Engineer to assist in providing the authorized extra service, the Architect/Engineer shall receive one and one tenth (1.1) times the amount to be paid by the Architect/Engineer to the consultants for said services. Payment to consultants for services rendered is limited to direct Project costs, as proposed in the RFP, for the direct payroll costs for services of principals and/or employees for actual time expended to provide the authorized extra service.

End of Supplementary General Conditions

CONTRACT

GENERAL CONDITIONS FOR

CONSTRUCTION MANAGER AT RISK WITH GUARANTEED MAXIMUM PRICE PROJECTS

THE CALIFORNIA STATE UNIVERSITY

Prepared by: OFFICE OF THE CHANCELLOR

CAPITAL PLANNING, DESIGN AND CONSTRUCTION

(www.calstate.edu/cpdc/cm)

Revised January, 2017

Revisions Made to Contract General Conditions for Construction Manager at Risk with Guaranteed Maximum Price Projects since last update:

Article Revision Description 2.02-b Added link to PlanetBids and language re: adjustments 3.02 No riders/modifications on payment and performance bonds; will accept rider to

increase the contract amount only 4.07-a(4) General Liability, Automobile, and Environmental Insurance 4.07-b(6)(h) Report payroll using Alliant WrapX 7.01 Updated to include provisions of AB626

TABLE OF CONTENTS

CONTRACT GENERAL CONDITIONS FOR CONSTRUCTION MANAGER AT RISK WITH GUARANTEED MAXIMUM PRICE PROJECTS

i

1.00 DEFINITIONS ........................................................................................................................................ 1 2.00 PROPOSALS / GUARANTEED MAXIMUM PRICE .......................................................................... 3 2.01 Duty to Carefully Examine These Instructions / Mistake in Proposal ............................................ 3 2.02 Competence of Proposers ............................................................................................................ 3 2.03 Necessity for Careful Examination of Site, Plans and Specifications ............................................ 4 2.04 Clarification Prior to Guaranteeing the Maximum Price ............................................................... 5 2.05 Listing of Trade Contractors ........................................................................................................ 5 2.06 Small Business Five Percent Proposal Advantage ........................................................................ 6 2.07 California Company; Reciprocal Preference Against Nonresident Contractors; Certification ........ 6 2.08 Disabled Veteran Business Enterprise Participation Requirement and Incentive ........................... 7 3.00 AWARD AND EXECUTION OF CONSTRUCTION CONTRACT .................................................. 10 3.01 Award of Construction Contract ................................................................................................ 10 3.02 Contract Bonds ......................................................................................................................... 10 3.03 Execution of Contract................................................................................................................ 10 3.04 Failure or Refusal to Execute Contract ....................................................................................... 11 4.00 CONDUCT OF THE WORK ............................................................................................................... 11 4.01 Laws to be Observed--Generally ............................................................................................... 11 4.02 Laws to be Observed--Regarding Labor ..................................................................................... 12 4.03 Environmental Requirements..................................................................................................... 16 4.04 Substitution of Trade Contractors .............................................................................................. 17 4.05 Delegation of Performance and Assignment of Money Earned ................................................... 18 4.06 Assignment of Trade Contracts to Trustees ................................................................................ 19 4.07 Insurance Requirements ............................................................................................................ 19 4.08 Indemnification ......................................................................................................................... 26 4.09 CM’s Responsibility for the Work ............................................................................................. 27 4.10 Occupancy by Trustees Prior to Acceptance .............................................................................. 29 4.11 Payments by CM ....................................................................................................................... 29 4.12 Responsibility to Secure and Pay for Permits, Licenses, Utility Connections, Etc. .................... 29 4.13 Patented or Copyrighted Materials ............................................................................................. 29 4.14 Property Rights in Materials and Equipment .............................................................................. 30 4.15 Taxes ........................................................................................................................................ 30 4.16 Contract Time ........................................................................................................................... 30 4.17 Schedule ................................................................................................................................... 31 4.18 Labor Force and Superintendent ................................................................................................ 34 4.19 Limitation of Construction Operations ....................................................................................... 34 4.20 Coordination with Other Work .................................................................................................. 34 4.21 Drawings Reflecting Actual Construction .................................................................................. 34 4.22 Access for Inspection ................................................................................................................ 35 4.23 Cleanup of Project and Site ....................................................................................................... 35 4.24 Project Sign, Advertising ........................................................................................................... 35 5.00 INTERPRETATION OF AND ADHERENCE TO CONTRACT REQUIREMENTS ...................... 35 5.01 Interpretation of Contract Requirements .................................................................................... 35 5.02 Issuance of Interpretations, Clarifications, Additional Instructions ............................................. 36 5.03 Product and Reference Standards ............................................................................................... 37 5.04 Shop Drawings, Samples, Alternatives or Equals, Substitutions ................................................. 37 5.05 Quality of Materials, Articles and Equipment ............................................................................ 38 5.06 Testing Materials, Articles, Equipment and Work ...................................................................... 38 5.07 Rejection .................................................................................................................................. 38

TABLE OF CONTENTS


ii

5.00 INTERPRETATION OF AND ADHERENCE TO CONTRACT REQUIREMENTS (continued) 5.08 Off-Site Testing ........................................................................................................................ 38 5.09 Responsibility of Quality ........................................................................................................... 38 6.00 CHANGES IN THE WORK ................................................................................................................ 38 6.01 Change Orders .......................................................................................................................... 38 6.02 Emergency Changes .................................................................................................................. 43 7.00 CLAIMS AND DAMAGES .................................................................................................................. 43 7.01 Claims ...................................................................................................................................... 43 7.02 Delay in Completion--Liquidated Damages ............................................................................... 45 7.03 Termination for Cause ............................................................................................................... 45 7.04 Termination for Convenience .................................................................................................... 45 7.05 Assignment of Trade Contracts.................................................................................................. 46 7.06 Third-Party Claims .................................................................................................................... 46 8.00 PAYMENT AND COMPLETION ....................................................................................................... 46 8.01 Acceptance ............................................................................................................................... 46 8.02 Partial Payments ....................................................................................................................... 46 8.03 Direct Construction Cost of the Work ........................................................................................ 47 8.04 Construction Phase Services ...................................................................................................... 48 8.05 Costs Not Included in Construction Phase Services .................................................................... 48 8.06 Discounts, Rebates and Refunds ................................................................................................ 49 8.07 Escrow in Lieu of Retention ...................................................................................................... 49 8.08 Stop Payment Notices ............................................................................................................... 49 8.09 Guaranteed Maximum Price and Cost Savings Split ................................................................... 49 8.10 Payment .................................................................................................................................... 49 8.11 Guarantee ................................................................................................................................. 50 8.12 CM Evaluation .......................................................................................................................... 50 9.00 MISCELLANEOUS ............................................................................................................................. 50 9.01 Governing Law ........................................................................................................................... 50 9.02 Successors and Assigns ............................................................................................................... 50 9.03 Rights and Remedies ................................................................................................................... 51 9.04 Waiver ........................................................................................................................................ 51 9.05 Survival ...................................................................................................................................... 51 9.06 Complete Agreement .................................................................................................................. 51 9.07 Severability of Provisions............................................................................................................ 51 9.08 Notices ....................................................................................................................................... 51 9.09 Counterparts ............................................................................................................................... 51 SAMPLE FORMS

Contract General Conditions for Construction Manager at Risk with Guaranteed Maximum Price Projects Revised January, 2017 - Page 1 of 51 pages


1.00 - DEFINITIONS

Acceptance – When the Project has been completed in all respects in accordance with the Plans and Specifications, and the Contract has been otherwise fully performed by the CM, to the full satisfaction of the Trustees, the Trustees will accept the Project as complete.

Actual Direct Construction Cost – All costs necessary to complete the Project, as proposed by the CM at the time of award, excluding the CM site management fee, the CM Contingency, and the CM overhead and profit.

Addendum - A document that modifies or supersedes portions of the Contract Documents, which is produced by the Architect, approved by the Trustees, and issued to the Construction Manager at Risk, prior to the agreement on the Guaranteed Maximum Price.

Agreement - A form that is executed by both the CM and the Trustees, that provides the Work will be done in accordance with the Contract Documents, which collectively represent the entire agreement between the Trustees and the CM, including Guaranteed Maximum Price, and which supersede any prior negotiations, representations, or agreements, either written or oral. See Contract Documents.

Allowance – Allowances are allocations of the Contract Amount to portions of the Work that could not be specified sufficiently for competitive bidding.

Architect - The person or organization, including the authorized representatives thereof, commissioned by the Trustees for the design of the Project. For projects on which an engineer or landscape architect is commissioned instead of an architect, the term “Architect” shall mean the design professional so commissioned for the Project.

Bid Date - the date fixed for submission of technical and cost proposals.

Bidder – Any person or business entity acting directly or through an authorized representative who submits a technical and cost proposal for the Work, in response to a Request for Proposals. See Proposer.

Budgeted Direct Construction Cost – The budgeted total cost of the Work, excluding the CM site management fee, the CM contingency, and the CM overhead and profit.

Business Day – Calendar day excluding Saturdays, Sundays, national holidays and state holidays; same as Working Day.

Campus - The campus of the California State University system on which the Project is located.

Capital Planning, Design and Construction - Department within Business and Finance, a division in the Office of the Chancellor of the California State University, responsible for all major capital outlay projects.

Change Order - A written agreement entered into after the award of the Contract that alters or amends the executed Contract.

CM Contingency – CM Contingency funds are budgeted funds to cover the cost of unforeseen factors related to the Work that arise after a construction contract is awarded, such as an ambiguity in the Construction Documents. Eligible uses of the CM Contingency are specified in the Request for Proposals.

Construction Administrator - The person delegated by the Trustees to manage the construction phase of the Project, and authorized to approve changes to the Contract.

Construction Documents – The Contract General Conditions, Plans, Specifications, and Addenda related to the bidding and construction of the Project.

Construction Inspector - The Inspector on the Project site who receives technical direction from the Architect and administrative direction from the Construction Administrator.

Construction Manager (CM) – The person or entity that has entered into this Agreement with the Trustees. Same as Contractor.

Construction Schedule – The CM’s time use plan for completing the Work within the Contract Time.

Contract - The Contract Documents which collectively represent the entire agreement between the Trustees and the Contractor, and which supersede any prior negotiations, representations, or agreements either written or oral.

Contract Amount – The amount of compensation stated in the Agreement for the performance of the Work, as adjusted by Change Order.


Contract Documents - The Request for Proposals, Technical and Cost Proposals, Plans, Specifications, Addenda, Agreement, Bonds, Contract General Conditions, Supplementary General Conditions, Special Conditions, Change Orders, and any other documents so designated by the Trustees.

Contractor - The person or business entity that has entered into this Agreement with the Trustees. Same as Construction Manager (CM).

Contract Time – The period of time, set out in Calendar Days, established in the Contract Documents within which the Work must be completed. The Contract Time may be adjusted by time extensions through Change Orders.

Day – Unless otherwise indicated herein, day is a calendar day.

Direct Cost of the Work – Costs necessarily incurred by the CM to perform the construction shown on the Construction Documents.

Executive Facilities Officer – University official who oversees the capital outlay process.

Field Instruction - A written order from the Trustees to the Contractor, signed by the Construction Administrator.

GMP Budget – The total of the Budgeted Direct Construction Cost, CM site management fee, CM Contingency, and the CM overhead and profit.

Guaranteed Maximum Price (GMP) – The maximum price that the Trustees and Construction Manager at Risk agree upon as payment for managing and for supplying and installing all the Work. The GMP is a total of the Actual Direct Construction Cost (including allowances) as bid by the CM, and includes the CM site management fee, the CM Contingency, and the CM overhead and profit.

Plans - The drawings prepared by the Architect and approved by the Trustees, which include elevations, sections, details, material and equipment schedules, diagrams, information, notes, or reproductions or any of these, and which show the location, character, dimension, or details of the Work.

Prevailing Wages - The general prevailing rate of wages identified by the Director of the Department of Industrial Relations of the State of California pursuant to section 1770 of the Labor Code.

Progress Schedule - The periodically updated Construction Schedule that reflects the actual progress of the Work and impacts on the Work thereby maintaining a current projected date of completion. Impacts on the Work include, but are not limited to, anticipated delays, re-sequencing of tasks, and Change Orders.

Project - The total Work required by the Contract.

Project Manager - The on-site representative of the Construction Administrator, but without the authority to approve changes to the Contract.

Project Schedule – The time use plan for completing the entire Project from date of Notice to Proceed of the Preconstruction Services phase through the date of final completion of construction. Major tasks included in the Project Schedule shall include but not be limited to consultant selection and award, design phases, code approvals, bid and award, construction, move-in, and closeout.

Proposal Documents: Request for Proposals (Advertisement), Request for Qualifications, Statements of Qualifications, Request for Proposals, and the Technical and Fee Proposals.

Proposer – Any person or business entity acting directly or through an authorized representative who submits a technical and cost proposal for the Work, in response to a Request for Proposals. See Bidder.

Site - The area specified in the Contract for the Project and the area made available for the CM’s operation.

Specifications - The instructions and requirements prepared by the Architect, which complement the plans and describe the manner of performing the Work or the quantities, qualities and types of materials to be furnished.

State - State of California.

Subcontractor - Contractor that is under contract to the CM or another subcontractor for completion of a portion(s) of the Work. Same as Trade Contractor.

Superintendent - The representative of the CM at the construction site, who is authorized to receive instructions from the Architect and the Construction Administrator, and who is authorized to direct the performance of the Work on behalf of the CM.

Supplier or Vendor - Any person or business entity that contracts with the CM or trade contractor to provide materials or equipment.


Trade Contractor – Contractor that is under contract to the CM or another subcontractor for completion of a portion(s) of the Work. Same as Subcontractor.

Trustees - The Board of Trustees of the California State University and their authorized representatives who act on behalf of the Trustees. See also Executive Facilities Officer and Construction Administrator.

University - The California State University campus upon which the Project is located and the University President and other University officers and employees acting within the scope of their duties.

Work - That which is proposed to be constructed or done under the Contract, including the furnishing of all design services, labor, materials, and equipment.

Working Day – Day excluding Saturdays, Sundays, national holidays and state holidays; same as Business Day.

2.00 – PROPOSALS / GUARANTEED MAXIMUM PRICE

2.01 Duty to Carefully Examine These Instructions / Mistake in Proposal a. Duty to Carefully Examine These Instructions

Prospective Proposers (Construction Manager at Risk (CM) and trade contractors) for this Project shall carefully examine the instructions contained herein and be cognizant of the conditions that must be satisfied prior to submitting a proposal, and the conditions that affect the award of the Contract.

b. Mistake in Proposal As required by Public Contract Code section 5100 et seq., a Proposer shall not be relieved of a proposal without consent of the Trustees, nor shall any change be made in a proposal because of mistakes. However, a Proposer may pursue relief of its proposal in accordance with Public Contract Code section 5100 et seq.

2.02 Competence of Proposers a. License and Public Works Registration.

(1) License. No Bidder may bid on Work for which it is not properly licensed. The Trustees shall disregard any bid

received from a Bidder who is not properly licensed (Business and Professions Code section 7028.15). Nor will the Trustees award a Contract to a Proposer who does not possess the appropriate contractor’s license, which is that specified in the Proposal Documents. Bidders participating in a joint venture must individually possess a current license when submitting the joint venture bid, and the joint venture must possess a joint venture license at the time of award (Public Contract Code section 3300).

(2) Public Works Registration with Department of Industrial Relations The Trustees will only issue public works bids and award public works contracts to currently registered

contractors and subcontractors on the Trustees’ public works projects. All bidders and subcontractors of all tiers must register to bid public works projects with the Department of Industrial Relations (DIR), and obtain and maintain current registration numbers. Note: DIR will assess a penalty on any public works contractor who allows its registration to lapse. For more information review the DIR public works registration requirements at http://www.dir.ca.gov/Public-Works/PublicWorks.html.

The following applies to this Contract: • A contractor won’t be in violation for working on a private Project that is later determined to be public

work; • Contractor shall check the public works registration for all subcontractors that it proposes to list to ensure

that each subcontractor is registered to bid public works projects with the DIR; • An unregistered contractor or subcontractor can be replaced with one who is registered; • A contract with an unregistered contractor or subcontractor is subject to cancellation but is not void as

to past work.

b. Prequalification Rating. The Trustees shall issue proposal packages only to firms who have prequalified with the Trustees (Public Contract

Code section 10764). To prequalify, a bidder must file their prequalification applications online; and the application includes bidders’ responses to a standard questionnaire, a statement of financial condition and previous experience in performing public works, all in accordance with the instructions contained in the Proposal Documents.

Bidders shall go to: http://www.calstate.edu/cpdc/cm/contractor_prequal_bidders.shtml, under ‘Contractor Prequalification’ and log in to the database using the link provided (PlanetBids). Bidders shall verify the information contained in the prequalification application under oath and submit the completed prequalification application online





at least ten (10) Business Days prior to the deadline identified in the Proposal Documents. The Trustees’ Prequalification Coordinator must approve Bidders not less than one Business Day prior to the deadline identified in the Proposal Documents.

The Trustees’ Prequalification Coordinator will review the bidder’s statement of experience and financial condition upon receipt of a complete application, check Bidder’s references, and notify the Bidder of the rating that has been established based on information contained in the application. The Bidder’s assigned prequalification rating will be the maximum amount of a contract or contracts that the Bidder may undertake with the Trustees. Proposer may request an increase in its rating from the Trustees’ Prequalification Coordinator. The request shall be in writing, and specify the reason(s) for the increase. The Trustees’ Prequalification Coordinator will review Proposer’s request, check new references submitted, and notify the Proposer of the resulting decision. The Prequalification Coordinator’s decision is final.

The Trustees shall disregard any proposal received either from a Bidder that is not currently prequalified or from a bidder that is prequalified but the rating is not high enough to accommodate its bid. Although this prequalification permits participation in the submitting of a Proposal for the Project, it does not mean that the bidder satisfies the requirements of being a “responsible bidder.” This determination occurs later in the process (see Article 8.12, CM Evaluation).

c. Joint Ventures. If two or more prospective firms desire to submit a proposal as a joint venture on a single project, they must file an

affidavit of joint venture with the Trustees at least five (5) Days prior to the deadline identified in the Proposal Documents, on a form obtained from the Trustees. The affidavit of joint venture is valid only for the specific project for which it is filed. Each party to the joint venture must be prequalified, as provided herein, at least one (1) Business Day prior to the deadline identified in the Proposal Documents.

If the Trustees announce that the joint venture is the successful Proposer, the joint venture shall, prior to the Trustees’ award of the Contract: (1) obtain the joint venture license (Business and Professions Code sections 7029 and 7029.1), and (2) register the joint venture with the Department of Industrial Relations.

d. Trade Contractor Prequalification. CM shall require prequalification of the trade contractors [at least the mechanical, electrical, plumbing and trades

where the estimated cost of the trade work is greater than five percent of the construction budget] utilizing the Trade Contractor Prequalification document found in the Request for Proposal documents and any additional documents or process required by the CM. Once this process is completed, the CM shall provide a list of the prequalified trade contractors to the Trustees.

2.03 Necessity for Careful Examination of Site, Plans, and Specifications The CM and trade contractors shall carefully examine the Site, the plans, and specifications for the Project, and shall investigate and be satisfied as to the conditions to be encountered, the character and quantity of surface and subsurface materials or obstacles to be encountered, rights of way and easements at or near the Site, the Work to be performed, and materials to be furnished and as to the requirements of the proposal, plans, and specifications for the Project. See Article 4.12, Responsibility to Secure and Pay for Permits, Licenses, Utility Connections, Etc. Bidder certifies that Bidder has complied with the requirements of this provision by the submission of its bid.

Any failure by the CM and trade contractors to acquaint themselves with information that is available or with reasonable investigation may be available will not relieve them from responsibility to properly estimate the difficulty or cost to perform the Work. Such examination does not require independent underground soil borings unless required elsewhere in the Contract Documents. a. Subsurface Investigations. Where the Trustees have made investigations of subsurface conditions, and that information is made available to the

CM, such information is limited in scope to that which has been actually encountered in the investigations, and is included only for the convenience of the CM.

The Trustees assume no responsibility whatsoever in respect to the sufficiency or accuracy of borings or of the log of test borings or other preliminary investigations or any interpretation of the above. There is no guarantee or warranty, either expressed or implied, that the conditions indicated are representative of those existing throughout the site or that unforeseen conditions or developments may not occur. Making such information available to the CM is not to be construed in any way as a waiver of this provision. The CM must satisfy itself through its own investigations as to the actual conditions to be encountered.


b. Differing Site Condition. During the progress of the Work, if the CM encounters a subsurface or latent condition at the Site that is substantially

different from those indicated in the Contract Documents or made available for examination, a differing Site condition may exist. The CM shall immediately notify the Architect and the Construction Inspector in writing of the error, conflict, inconsistency, omission or any variance on the Project as required herein and as required by laws, ordinances, codes, rules or regulations. The CM shall immediately report such condition to the Construction Administrator, the Architect, and the Construction Inspector in writing. The Architect shall investigate the assertion of a differing Site condition by collecting the facts and applying the facts as expressed by the Architect to the appropriate provisions of the Contract Documents. If the Architect in the exercise of reasonable discretion determines that a differing Site condition exists and that the differing site condition directly results in extra Work, and if the Trustees concur, the CM shall be entitled to a change order that shall compensate the CM for the extra Work.

2.04 Clarification Prior to Guaranteeing the Maximum Price The CM shall examine the plans and specifications in preparing the GMP and shall report to the Architect any omissions, discrepancies, or errors found in the plans and specifications. Before the date of agreeing to the GMP, the CM shall submit a written request for clarification to the Architect who may give such clarification in the form of an addendum. Otherwise, in obtaining the cost of the Project, the CM shall consider that any conflicts shall be governed by Article 5.01, Interpretation of Contract Requirements.

CM firm is advised that the time period for submitting a proposed product as “an equal” is limited to the period prior to the date of agreeing to a GMP. Refer to Article 5.04-c, Alternatives or Equals.

Only the Architect is authorized to answer questions or prepare addenda relative to the Project. Information obtained verbally from any source has no contractual authority, may not be relied upon, and shall have no standing in any event that may occur.

2.05 Listing of Trade Contractors The CM shall solicit a minimum of three qualified trade contractors in a manner most appropriate to obtain competitive bidding. Identify in the trade contractor solicitation the construction budget for that trade, and clearly state the amount of bonds required by the trade contractors, and whether the CM or the trade contractor will be responsible for the cost of the bonds (Public Contract Code section 4108).

With the submission of the GMP, the CM shall submit to the Construction Administrator the ‘List of Trade Contractors for CM at Risk Projects’ form, whereon the CM shall list the trade contractor’s name, California Contractors State License Board-issued contractor license number, and the California Department of Industrial Relations Public Works Registration number, and location of the place of business of each proposed trade contractor that will perform Work or labor or render services for the CM in excess of one-half of one percent of the CM’s total GMP. CM shall also state on the proposal the portion of Work or labor or rendition of services that each such trade contractor will do (Public Contract Code sections 4104, 4105 and 4106). For each alternative, CM shall list any trade contractor not included in the base contract subcontractor listing. a. Non-small Business Bidders Claiming the Small Business Preference. If the CM is a Non-small Business Bidder and claimed the small business preference, the CM shall list all trade

contractors certified as California small businesses, and the total of these subcontracts shall be at least 25% of the total bid price, including awarded alternatives.

b. Disabled Veteran Business Enterprises (DVBE) Participation Requirement. CM is required to achieve three percent DVBE participation in its GMP and, if Trustees awarded CM points in the

RFP process for a DVBE incentive, CM is required to achieve that level of DVBE participation in its GMP, including alternatives. The Trustees will calculate the CM’s DVBE participation on the GMP, including awarded alternatives. CM is required to achieve at least its proposed level of participation at Contract Completion.

CM shall list on the ‘List of Trade Contractors for CM at Risk Projects’ form, the DVBEs participating in the GMP and the dollar amount of participation by each DVBE. The total of the DVBE participation amounts that CM provides on the List of Trade Contractors for CM at Risk Projects shall equal at least CM’s proposed percentage of DVBE participation. For each alternative CM shall list any DVBE participating in work to be performed on the alternative. If the Trustees grant the DVBE Bid Incentive to the CM, then the total amount of DVBE participation shall equal at least the incentive percentage of the total GMP, including awarded alternatives.

At Contract Completion, CM’s actual DVBE participation percentages shall be compared to the percentages proposed at GMP. CM’s failure to achieve the proposed percentages may subject CM to penalties (as described in Article 2.08), and/or may cause the Trustees to question the CM’s responsibility in future Trustees’ bids.

c. Subcontractor Directory. The CM shall maintain current information requested on the Subcontractor Directory for all tiers of trade contractors

and subcontractors working on the Project, and shall submit the Subcontractor Directory with its signed Contract and with all payment requests.


2.06 Small Business Five Percent Proposal Advantage If a certified small business is the lowest responsive bidder, the Trustees will not calculate the five percent bid advantage for the other bidders, and will only calculate the DVBE bid incentive. Only another small business may displace the small business low bidder. a. Preference for Small Businesses.

The Trustees shall give a small business bid advantage of five percent up to a maximum of $50,000 to contracting firms that have been certified as a “Small Business” by the Office of Small Business & DVBE Services, in the Procurement Division of the Department of General Services, in accordance with Government Code section 14835 et seq. and California Code of Regulations, Title 2, section 1896 et seq. To receive the five percent advantage, certified small businesses shall: (1) Submit with the proposal a completed form “Request for Small Business Five Percent Preference

Certification” form, (2) Be certified Small Business upon verification in accordance with section 1896.2, having applied for

certification no later than 5:00 PM on proposal submittal date, (3) Submit a timely and responsive proposal, (4) Be determined to be a responsible proposer.

b. Preference for Non-small Businesses. (1) Preference.

The application of the five percent small business bidding preference is also extended to any non-small business that commits to subcontracting at least 25% of its GMP to California certified small businesses and/or microbusinesses. To receive this preference the non-small business must satisfy the following criteria: (a) Indicate in its proposal its commitment to subcontract at least 25% of its GMP with one or more

small businesses [submit the “Request for Small Business Bidding Preference” form], (b) Submit a timely and responsive proposal, (c) Be determined to be a responsible proposer, (d) Submit the California certified small businesses on the ‘List of Proposed Trade Contractors’ form

that is provided in the proposal documents, and (e) Submit the ‘List of Trade Contractors for CM at Risk Projects’ with the submission of the GMP,

and specify the dollar amount of each small business trade contractor’s bid thereon.

(2) Penalty. The Trustees will impose a penalty to any non-small business who receives the small business preference

and does not contract 25% of its net bid price to California certified small businesses and/or micro businesses. The imposed penalty will be two times the amount of the bid preference received. For example, if the CM received a bid preference of $49,000, and does not contract 25% of its net bid price with certified small businesses and/or micro businesses, then the Trustees will assess an amount to be forfeited by the CM of $98,000.

c. Trustees’ Reporting of Small Business Participation. Responsive to direction from the State Legislature, the Trustees are seeking to report increased statewide participation of certified small businesses in contract awards. To this end, the successful Bidder shall inform the Trustees of any contractual arrangements with subcontractors, consultants or suppliers that are certified small businesses.

2.07 California Company; Reciprocal Preference Against Nonresident Contractors; Certification The Trustees shall grant a California company a reciprocal preference as against a nonresident contractor from any state that gives or requires a preference to be given contractors from that state on its public entity construction contracts. The amount of the reciprocal preference shall be equal to the amount of the preference applied by the state of the nonresident contractor with the lowest responsive bid, except where the resident contractor is eligible for a California small business preference, in which case the preference applied shall be the greater of the two, but not both.

Each CM shall certify at the time of proposal opening that the CM qualifies as a “California company,” which means a business entity licensed in California on the date of bid opening and which is one of the following: a. a business entity with its principal place of business in California,

b. an out-of-state contractor whose state does not provide a local contractor preference, or

c. an out-of-state contractor that has paid at least $5,000 in sales or use taxes in the immediately preceding five years.

If the CM does not qualify as a California company, then it shall indicate the name of the state in which its principal place of business is, and the amount of the local contractor preference in that state (Public Contract Code section 6107).


2.08 Disabled Veteran Business Enterprise Participation Requirement and Incentive California state law requires that its state agencies achieve three (3) percent participation for disabled veteran business enterprises (DVBE) in state contracts. Failure of the CM to achieve three (3) percent DVBE participation in this Contract will cause the Trustees to assess a penalty in accordance with the Contract Documents.

DVBEs identified on the List of Trade Contractors for CM at Risk Projects form by the CM in the GMP may only be replaced by another DVBE, and the substitution must be approved by the Trustees and the Department of General Services (DGS). Trustees will document changes to the scope of Work that impact the DVBEs identified in the GMP by contract change order, and will provide their decision on DVBE substitutions in writing via the subcontractor substitution process per Public Contract Code section 4100.

Failure of CM to seek substitution and adhere to the DVBE participation level identified in its bid may be cause for Contract termination, recovery of damages under rights and remedies due the State, and penalties as outlined in Military and Veterans Code section 999.9 and Public Contract Code section 10115.10 or section 4110. a. Special Definitions

(1) “Disabled veteran” as used herein, means a veteran of the military, naval or air service of the United States, including, but not limited to, the Philippine Commonwealth Army, the Regular Scouts, “New Scouts,” and who has at least a ten (10) percent service-connected disability and who is domiciled in the State of California.

(2) “Disabled veteran business enterprise contractor, subcontractor, or supplier” means a person or entity that has been certified by the Office of Small Business & DVBE Services and that performs a “commercially useful function,” as defined below, in providing services or goods that contribute to the fulfillment of the contract requirements: (a) A person or an entity is deemed to perform a “commercially useful function” if a person or entity

does all of the following: (i) Is responsible for the execution of a distinct element of the Work of the contract; (ii) Carries out the obligation by actually performing, managing, or supervising the Work

involved; (iii) Performs Work that is normal for its business services and functions. (iv) Is responsible, with respect to products, inventories, materials, and supplies required for

the Contract, for negotiating price, determining quality and quantity, ordering, installing, if applicable, and making payment; and

(v) Is not further subcontracting a portion of the Work that is greater than that expected to be subcontracted by normal industry practices.

(b) A contractor, trade contractor, or supplier will not be considered to perform a “commercially useful function” if the contractor’s, subcontractor’s, or supplier’s role is limited to that of an extra participant in a transaction, contract, or project through which funds are passed in order to obtain the appearance of disabled veteran business enterprise participation.

(c) Equipment Brokers (i) A DVBE that rents equipment to the Trustees shall be deemed to be an equipment broker,

unless one or more disabled veterans have 51-percent ownership of the quantity and the value of each piece of equipment. If the equipment is owned by one or more disabled veterans, each disabled veteran owner shall, prior to performance under any contract, submit to the Trustees a declaration signed by the disabled veteran owner stating that the owner is a disabled veteran and providing the name, address, telephone number, and tax identification number of the disabled veteran owner.

(ii) A DVBE that rents equipment to the Trustees shall, prior to performing the contract, submit to the Trustees a declaration signed by each disabled veteran owner and manager of the enterprise stating that the enterprise obtained the contract by representing that the enterprise was a DVBE meeting and maintaining all of the requirements of a DVBE. The declaration shall include the name, address, telephone number, and tax identification number of the owner of each piece of equipment identified in the contract.

(iii) State funds expended for equipment rented from equipment brokers pursuant to contracts awarded under this section shall not be credited toward the DVBE participation requirement.

(iv) A DVBE that is a broker or agent and that obtains a contract pursuant to these provisions shall, prior to performing the contract, disclose to the Trustees that the business is a broker or agent. The disclosure shall be made in a declaration signed and executed by each


disabled veteran owner and manager of the enterprise, declaring that the enterprise is a broker or agent, and identifying the name, address, and telephone number of the principal for whom the enterprise is acting as a broker or agent.

(3) (a) DVBE as used herein, means a business concern certified by the Office of Small Business & DVBE Services as meeting all of the following: (i) The business is at least 51 percent owned by one or more disabled veterans, or in the case

of a publicly owned business, at least 51 percent of its stock is unconditionally owned by one or more disabled veterans; a subsidiary that is wholly owned by a parent corporation, but only if at least 51 percent of the voting stock of the parent corporation is unconditionally owned by one or more disabled veterans; or a joint venture in which at least 51 percent of the joint venture’s management, control, and earnings are held by one or more disabled veterans.

(ii) One or more disabled veterans manage and control the daily business operations. The disabled veterans who exercise management and control are not required to be the same disabled veterans as the owners of the business.

(iii) A sole proprietorship, corporation, or partnership with its home office located in the United States, which is not a branch or subsidiary of a foreign corporation, foreign firm or other foreign-based business.

(b) Notwithstanding subdivision (3)(a), after the death or the certification of a permanent medical disability of a disabled veteran who is a majority owner of a business that qualified as a DVBE prior to that death or certification of a permanent disability, that business shall be deemed to be a DVBE for a period not to exceed three years after the date of that death or certification of a permanent medical disability, if the business is inherited or controlled by the spouse or child of that majority owner, or by both of those persons. A business is a DVBE pursuant to this subdivision under either of the following circumstances: (i) For the duration of any contract entered into prior to the death or certification of permanent

medical disability for the sole purpose of fulfilling the requirements of that contract. (ii) After the date of the majority owner’s death or certification of permanent medical disability

established by this subdivision for the sole purpose of providing sufficient time to make orderly and equitable arrangements for the disposition of the business, except that the business shall not enter into any new contract as a DVBE for purposes of the program if the contract would not be completed within the three-year period.

b. Participation Requirement. In order to satisfy and be responsive to this requirement, the CM must meet the three (3) percent DVBE Participation

requirement, which is attained when: (1) The CM is not a DVBE and is committed to use DVBE trade contractors for not less than three (3) percent

of the Contract dollar amount (including alternatives); or (2) The CM is a DVBE and is committed to performing not less than three (3) percent of the Contract dollar

amount (including alternatives) with its own forces or in combination with those of other DVBEs.

c. Documentation Requirements. The CM must document its satisfaction of the DVBE participation requirement. Final determination of DVBE

Participation by the CM shall be at the Trustees’ sole discretion. (1) Required Documentation.

In addition to documentation submitted with the GMP, on the List of Trade Contractors for CM at Risk Projects form (see Article 2.05-b), the DVBE documentation forms that must be completed are as follows, and instructions for completing the required forms correctly are included to assist the CM. (a) DVBE Transmittal Form.

CM must fill out the DVBE transmittal form as a cover sheet to the required documents, attach and submit it and the additional required documentation. All requested DVBE documentation must be completed on the forms provided and submitted with the DVBE Transmittal Form.

(b) Summary of Disabled Veteran Owned Business Participation (Attachment 1). Summary of Disabled Veteran Owned Business Participation, Attachment 1, must be completed showing the type of Work and company proposed for DVBE participation, their trade contractors (if any), and other related information. Complete the form providing the information as follows: (i) Company Name: List the name of the company proposed for DVBE participation. If the

prime contractor is a DVBE, its name must also be listed to receive participation credit.


(ii) Nature of Work: Identify the proposed Work or service to be provided by the listed company.

(iii) Contracting With: List the name of the party with which the company listed is contracting. (iv) Tier: Identify the contracting tier using the following level designations:

0=Prime contractor; 1=First tier trade contractor/supplier; 2=Second tier subcontractor/supplier of first tier subcontractor/supplier; 3=Third tier subcontractor/supplier of second tier subcontractor/supplier; etc.

(v) Claimed DVBE Value: State the total dollar amount of the DVBE’s bid. (vi) Percentage of Bid: State the percentage (%) of the claimed DVBE’s bid as it relates to the

CM’s total project bid. (vii) DVBE Certification: The CM must include one copy of the DVBE certification from the

Office of Small Business & DVBE Services for each DVBE listed on the Summary of Disabled Veteran Owned Business Participation.

(c) CM’s Certification (Attachment 2). The CM must sign and include the Bidder’s Certification, certifying that each DVBE listed on the

Summary of Disabled Veteran Owned Business Participation (Attachment 1) complies with the legal definition of DVBE.

(d) Disabled Veteran Business Enterprise Declarations (STD. 843). The disabled veteran owner(s) and disabled veteran manager(s) of the DVBE must complete this

declaration when a DVBE contractor or trade contractor will provide materials, supplies, services or equipment.

(2) Time Frame for Submitting Documentation. The DVBE participation documentation must be submitted to the Construction Administrator with the GMP.

Failure to submit full and accurate documentation will result in the Trustees deeming your GMP nonresponsive, and thus eligible for a penalty assessment as identified in the Contract Documents.

d. Use of Proposed DVBE. If awarded the Contract, the successful CM must use the DVBE suppliers and/or trade contractors proposed in its GMP unless it has requested substitution and has received approval of the Trustees in compliance with the Subletting and Subcontracting Fair Practices Act. See Article 4.04, Substitution of Trade Contractors, subsection c-Substitution of a Disabled Veteran Business Enterprise.

e. Trustees’ Reporting of DVBE Participation. Responsive to direction from the State Legislature, the Trustees are seeking to report increased statewide participation of DVBE in contract awards. To this end, the successful CM shall inform the Trustees of any contractual arrangements with trade contractors, consultants or suppliers that are certified DVBE.

f. Additional DVBE Information Sources. For more information regarding DVBE certification, copies of directories or for general DVBE information, contact:

State of California, Department of General Services, Procurement Division Office of Small Business & Disabled Veteran Business Enterprise Services (OSDS), Room 1-400, MS 210 P.O. Box 989052, West Sacramento, CA 95798-9052 (mailing address) 707 Third Street, First Floor, Room 400, West Sacramento, CA 95605 (physical address) Telephone number: (800) 559-5529 or (916) 375-4940; Fax number: (916) 375-4950 E-mail: [email protected] Or, via the Internet: http://www.dgs.ca.gov/pd/Programs/OSDS.aspx.

g. Incentive. In accordance with Government Code section 14838(f), and Military and Veterans Code sections 999.5(a) and 999.5(d), the Trustees are granting a bid incentive for bid evaluation purposes only to Bidders that exceed the three percent DVBE participation requirement. The level of DVBE incentive will correlate to the level of participation; that is, the more DVBE participation proposed, the higher the incentive. The bid incentives are identified in the Proposal Documents.

The DVBE incentive may not exceed $100,000. When used on combination with the Small Business Preference, the cumulative adjustment amount shall not exceed $100,000. If the lowest responsive, responsible bid is a California certified small business, for bid evaluation purposes only, the only bidders eligible for the incentive will be California certified small businesses.

mailto:[email protected]

http://www.dgs.ca.gov/pd/Programs/OSDS.aspx


h. Prime Contractor’s DVBE Subcontracting Report (Form DVBE Subcontracting Report). (1) CM shall submit a DVBE Subcontracting Report to the Trustees at the end of the Project and upon completion

of the Work, with the final retention payment. (2) In submitting the DVBE Subcontracting Report, the CM certifies the following:

(a) The total amount CM received from the Trustees under the Contract, (b) The name and address of the DVBE(s) that participated in the performance of the Contract, (c) The total contracted amount for each DVBE, (d) The total payment amounts made to the DVBEs, and (e) The actual percentage of DVBE participation that was achieved for this Contract. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation in accordance with Military and Veterans Code section 999.5(d).

i. Sanction for CM’s Failure to Achieve the DVBE Incentive. The Trustees will sanction any Contractor (CM) who receives the DVBE incentive and does not contract the incentive percentage dollar amount of its net GMP to DVBEs.

If by the end of construction the CM does not realize the incentive DVBE percentage identified in its technical proposal, the Trustees shall assess an amount of $50,000 per one percent shortfall down to the minimum of three percent (3%), prorated, and deduct it from the Contract Amount due.

3.00 - AWARD AND EXECUTION OF CONTRUCTION CONTRACT

3.01 Award of Construction Contract If the Trustees and the CM agree to a Guaranteed Maximum Price, the Trustees shall award a Contract to the CM to construct the Project for the aggregate of direct cost of the Work, as defined in Article 8.03, Direct Construction Cost of the Work, plus the CM’s fee for construction phase services, as defined in Article 8.04, Construction Phase Services, CM’s contingency, and overhead and profit included in the response to the Request for Proposals. If there is no concurrence on the Guaranteed Maximum Price, the Trustees shall not award a Contract to the CM and may procure the construction of the Project by other means.

3.02 Contract Bonds The CM shall furnish, for each counterpart signed, two surety bonds in the form prescribed by the Trustees. Each bond shall be in an amount equal to 100 percent of the awarded Contract price and executed by an admitted surety insurer licensed in the State of California and listed in the latest published United States Treasury Department list of “Companies Holding Certificates of Authority as Acceptable Sureties on Federal Bonds and as Acceptable Reinsuring Companies.” Reference the following websites: • State of California Department of Insurance: http://interactive.web.insurance.ca.gov/companyprofile/companyprofile, and • US Treasury listing: http://www.fiscal.treasury.gov/fsreports/ref/suretyBnd/c570.htm. One of the surety bonds shall guarantee faithful performance of the Contract by the CM and the other shall secure payment of laborers, mechanics, or materialmen employed on the Project. Such bonds are subject to the approval of the Trustees. Contract bonds shall remain in full force and effect during the term of the Contract including the one-year guarantee period, and through the ten-year limit on latent defects (Public Contract Code sections 10821-10824, Code of Civil Procedure section 337.15).

The Trustees will not accept Riders or modifications of any kind on original performance bonds and payment bonds provided at award. Bond document forms approved by the Trustees must be used without alteration.

The Trustees shall make all alterations, extensions of time, extra and additional Work, and other changes authorized by the Contract, including determinations made under Article 7.01, Claims, without securing the consent of the surety or sureties on the Contract bonds.

Whenever the Trustees have cause to believe that the surety has become insufficient, the Trustees may demand in writing that the CM provide such further bonds or additional surety, as in the Trustees’ opinion is necessary, considering the extent of the Work added or remaining to be done. Thereafter the Trustees shall make no payment to the CM or any assignee of the CM until the further bonds or additional surety has been furnished (Public Contract Code section 10825). To address the insufficiency of the surety, the Trustees will accept a Rider to both bonds that will increase the Contract Amount, but such Rider shall not change any other Contract terms and conditions.

3.03 Execution of Contract The CM shall sign each Contract counterpart and return the Contract counterparts to the Trustees, together with the Contract bonds and certification, along with other requisite documentation such as the Subcontractor Directory and certificates

http://interactive.web.insurance.ca.gov/companyprofile/companyprofile

http://www.fiscal.treasury.gov/fsreports/ref/suretyBnd/c570.htm


evidencing the required insurance coverage (see Article 4.07, CM’s Insurance) within ten (10) Business Days of receipt from the Trustees. Reference the following Article 3.04 for failure of CM to execute the Contract timely. If the CM is a joint venture, then the joint venture shall submit with the Contract certification form a formal resolution designating the person authorized to sign on behalf of the joint venture. The CM and the Trustees shall each sign two sets of plans, specifications, and addenda (usually at the preconstruction conference) one set for each party to be filed with the Contract. No Contract shall be binding upon the Trustees until it has been executed by the CM and the Trustees and approved by the Trustees’ attorney (in the Office of General Counsel) appointed according to law and authorized to represent the Trustees (Public Contract Code section 10820).

After the Trustees’ attorney has fully executed the Contract, CM can expect to start Work within 30 Days. The Trustees will issue to the CM a written Notice to Proceed. CM may not begin Work before receiving the Trustees’ written Notice to Proceed. Any Work performed by the CM before the Project start date as specified on the written Notice to Proceed shall be considered as having been done at the CM’s own risk.

3.04 Failure or Refusal to Execute Contract Failure or refusal by the CM to execute the Contract within the time set in Article 3.03, Execution of Contract, shall be just cause for the Trustees’ rescission of the award. Failure or refusal to file acceptable bonds and insurance within the time set in Article 3.03, Execution of Contract, constitutes a failure or refusal to execute the Contract.

4.00 - CONDUCT OF THE WORK

4.01 Laws to be Observed - Generally a. State and Federal Laws.

The CM shall observe all state and federal laws that affect the Work under this Contract. The CM shall hold harmless, defend and indemnify the Trustees against any claim arising from the violation of any law, whether by itself or its agents, employees or trade contractors. If a conflict arises between the provisions of this Contract and a law, the CM shall immediately notify the Architect and the Construction Administrator in writing. “Law” as used in this paragraph includes statutes and regulations adopted pursuant to statute, as well as executive orders, authoritative interpretations, and other rules and directives issued by legally constituted authority.

b. National Labor Relations Board – Compliance with Order. In executing this Contract, the CM swears, under penalty of perjury, that no more than one final, unappealable finding

of contempt of court by a federal court has been issued against the CM within the immediately preceding two-year period because of the CM’s failure to comply with an order of a federal court which directs the CM to comply with an order of the National Labor Relations Board. The Trustees may rescind this Contract if CM falsely swears to this statement. See Public Contract Code section 10296.

c. Child and Family Support Obligations. The CM acknowledges the policy of the state of California regarding the importance of child and family support

obligations expressed in Public Contract Code section 7110(a). The CM acknowledges that to the best of its knowledge, it is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry that the State’s Employment Development Department maintains.

d. Audit Provisions. The contracting parties shall be subject to examination and audit by both the Trustees (or designee) of the California

State University and the Auditor General of the State of California at any time during construction and for a period of three (3) years after final payment of the Contract. See Government Code section 8546.7. Such examination and audit shall include access to the CM and the trade contractor records as delineated in the following: (1) The CM’s records which shall include but not be limited to accounting records (hard copy, as well as

computer readable data if it can be made available), written policies and procedures; trade contractor files (including proposals of successful and unsuccessful bidders, bid recaps, etc.), original estimates; estimating worksheets; correspondence; change order files (including documentation covering negotiated settlements); back charge logs and supporting documentation; general ledger entries detailing cash and trade discounts earned, insurance rebates and dividends; and any other supporting evidence deemed necessary by the Trustees/Auditor General to substantiate charges related to this Contract (all foregoing hereinafter referred to as “records”) and shall be open to inspection and subject to audit and/or reproduction to adequately permit evaluation and verification of (a) the CM’s compliance with Contract requirements and (b) compliance with provisions for pricing change orders, payments or claims submitted by the CM or any of his payees. The CM is required to have as part of the records the following reports: a detailed cost ledger reflecting total charges against the Project which present an itemization by invoice and labor costs by cost codes; a summary report identifying total Project costs by cost codes; and a trade contractor history report including each subcontract amount and change orders issued thereto.


(2) Inspection and copying from time to time and at reasonable times and places any and all information, materials and data of every kind and character, including but not limited to records, books, papers, documents, subscriptions, recordings, agreements, purchase orders, leases, contracts, commitments, arrangements, notes, daily diaries, superintendent reports, drawings, receipts, vouchers and memoranda, and any and all other agreements, sources of information and matters that may have any bearing on or pertain to any matters, rights, duties or obligations under or covered by any Contract Document. Such records subject to audit shall also include, but not be limited to, those records necessary to evaluate and verify direct and indirect costs, (including overhead allocations) as they may apply to costs associated with this Contract.

(3) The Trustees/Auditor General shall be allowed to interview any of the CM’s employees, pursuant to the provisions of this Article throughout the term of this Contract and for a period of three years after final payment or longer if required by law.

(4) The CM shall require all trade contractors, insurance agents, and material suppliers (payees) to comply with the provisions of this Article by insertion of the requirements hereof in a written agreement between the CM and payee. Such requirements will also apply to trade contractors and subcontractors, etc. The CM will cooperate fully and will cause all related parties and all of the CM’s trade contractors (including those entering into lump sum subcontracts) to cooperate fully in furnishing or in making available to Trustees/Auditor General from time to time whenever requested in an expeditious manner any and all such information, materials and data.

(5) The Trustees/Auditor General shall have access to the CM’s facilities, shall be allowed to interview all current or former employees to discuss matters pertinent to the performance of this Contract, shall have access to all necessary records, and shall be provided adequate and appropriate Work space, in order to conduct audits in compliance with this article.

(6) If an audit inspection or examination in accordance with this article, discloses overcharges (of any nature) by the CM to the Trustees in excess of one-half of one percent (.5%) of the total Contract billings, the reasonable actual cost of the Trustees/Auditor General audit shall be reimbursed to the Trustees by the CM. Any adjustments and/or payments which must be made as a result of any such audit or inspection of the CM’s invoices and/or records shall be made within a reasonable amount of time (not to exceed 90 Days) from presentation of the Trustees/Auditor General findings to CM.

(7) If an audit discloses overcharges on change orders, where a CM has submitted costs and has received payment of costs for a trade contractor's Work, but has not passed on such payment to the trade contractor (including mark-up charged), and the CM’s records do not reflect offsetting back charges, the CM shall reimburse the Trustees for such overcharges upon receipt of a request from the Trustees.

e. Building Codes. The CM’s Work under this Contract shall comply with the building codes identified in the Contract Documents.

f. Personal Responsibility and Work Opportunity Reconciliation Act of 1996. If the CM is a natural person, the CM certifies in accepting this Contract that he or she is a citizen or national of the United States or otherwise qualified to receive public benefits under the Personal Responsibility and Work Opportunity Reconciliation Act of 1996 (P.L. 104-193; 110 STAT. 2105, 2268-69).

g. Declaration of Eligibility to Contract with the State. If the CM is a corporation, the CM certifies and declares by signing the Agreement that it is eligible to Contract with

the state of California pursuant to the California Taxpayer and Shareholder Protection Act of 2003 (Public Contract Code section 10286 et seq.).

4.02 Laws to be Observed--Regarding Labor a. Prevailing Wage.

The Work under this Contract is a public works project (see definition of public works, Labor Code section 1720 et seq.) and must be performed in accordance with the requirements of Labor Code sections 1720 to 1815 and Title 8 California Code of Regulations sections 16000 to 17270, which govern the payment of prevailing wage rates on public works projects. This Project is subject to compliance monitoring and enforcement by the Department of Industrial Relations (DIR). CM and all subcontractors must comply with all applicable laws and regulations, and perform all obligations required by the DIR pursuant to such authority.

The prevailing wage rates set forth are the minimum that must be paid by the CM on a public works contract. Nothing herein contained shall be construed as preventing the CM from paying more than the minimum rates set forth. If a worker employed by a subcontractor on a public works project is not paid the general prevailing per diem wages by the subcontractor, the CM is liable for any penalties under section 1775(a), if the CM fails to comply with the


requirements of section 1775(b). CM shall periodically review and monitor all subcontractors’ certified payroll records. If CM learns that any subcontractor has failed to comply with the prevailing wage requirements herein, CM shall take corrective action.

CM represents and warrants that the Contract Amount includes sufficient funds to allow CM and all subcontractors to comply with all applicable laws and contractual agreements. CM shall defend, indemnify and hold the Trustees of the California State University, the University, its officers, employees and agents harmless from and against any and all claims, demands, losses, liabilities, and damages arising out of or relating to the failure of CM or any trade contractor or any subcontractor to comply with any applicable law in this regard, including, but not limited to, Labor Code section 2810. CM agrees to pay any and all assessments, including wages, penalties and liquidated damages (those liquidated damages pursuant to Labor Code section 1742.1) made against the Trustees in relation to such failure. (1) Hours of Labor.

Eight (8) hours of labor constitutes a legal day’s work. The CM or any subcontractor shall forfeit, as a penalty to State, $25.00 for each worker employed in the execution of the Contract by the CM or any subcontractor, for each Day during which the worker is required or permitted to work more than eight hours in any one Day and forty hours in any one calendar week, in violation of the provisions of the Labor Code sections 1810 to 1814, thereof, inclusive. Notwithstanding the provisions of Labor Code sections 1810 to 1814, Work performed by employees of the CM or any subcontractor in the execution of the Contract in excess of eight hours per Day, and forty hours during any one week, shall be permitted upon compensation for all hours worked in excess of eight hours per Day at not less than one and one-half times the basic rate of pay as provided in Labor Code section 1815.

(2) If it becomes necessary to employ crafts other than those listed, the CM shall notify the Trustees immediately, and the Trustees will ascertain additional prevailing rates and the rates thus determined shall be applicable as minimum from time of initial employment.

(3) Pursuant to Labor Code section 1770, the Director of the DIR has ascertained the general prevailing rate of per diem wages and the general prevailing rate for legal holiday and overtime Work for each craft needed in execution of the Contract as set forth in the Notice to Contractors. CM shall post a schedule showing all applicable prevailing wage rates at appropriate and conspicuous locations on the Project site in accordance with Labor Code section 1773.2. The Trustees shall maintain copies of the prevailing rate of per diem wages, and shall make them available to any interested party upon request. CM shall also post job site notices as required by the DIR pursuant to Labor Code section 1771.4 (a) (2) and applicable regulations.

(4) The CM and any subcontractor under subcontract to the CM on the Project shall comply with Labor Code section 1775, and the CM shall include provisions in its Contract with its subcontractors that will require compliance with Labor Code section 1775. As required by section 1775(b) the CM shall include a copy of the provisions of sections 1771, 1775, 1776, 1777.5, 1813, and 1815 in the Contract between the CM and the subcontractor. The CM shall monitor its subcontractors’ compliance with the prevailing wage law as required by section 1775(b). In accordance with section 1775, the CM and any subcontractor under the CM shall forfeit as a penalty to the State not more than $200 for each Day or portion thereof, for each worker paid less than the prevailing wage rates for the work or craft in which the worker is employed for any public work done under the Contract by it or, except as provided in section 1775(b), by any subcontractor under it. In addition to this penalty, the CM or subcontractor shall pay each worker the difference between the prevailing wage rates and the amount paid to each worker for each Day or portion thereof for which each worker was paid less than the prevailing wage rate.

(5) In accordance with Labor Code section 1776, the CM and subcontractors shall keep an accurate payroll record on forms provided by the Division of Labor Standards Enforcement (or shall contain the same information as the forms provided by the division). The payroll records may consist of printouts of payroll data that are maintained as computer records, if the printouts contain the same information as the forms provided by the division, and the printouts are verified in the manner specified herein. Payroll records shall show the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and actual per diem wages paid to each journeyman, apprentice or worker employed in connection with the public work. Each payroll record shall contain verification by written declaration under penalty of perjury that the information contained in the payroll record is true and correct and that the CM and subcontractors have complied with the requirements of Labor Code sections 1771, 1776, 1777.5, 1811 and 1815 for any work performed by its employees on the Project. (a) The CM and all subcontractors must furnish payroll records to the Labor Commissioner at least

monthly and in a format prescribed by the Labor Commissioner, as required by Labor Code section 1776.


(b) The CM and subcontractors’ certified payroll records shall be available for inspection at all reasonable hours or certified copies furnished upon request to the following requesting parties: (i) The employee or his or her authorized representative, (ii) The Trustees, the Division of Labor Standards Enforcement (DLSE), the Division of

Apprenticeship Standards (DAS), (iii) The public; however, a request by the public shall be made through the Trustees or the

DLSE or DAS. If the requested payroll records have not been provided pursuant to paragraph (ii) above, the CM shall collect from the requesting party the costs of preparation by the contractor, subcontractors, and the Trustees. The public may not be given access to the records at the principal office of the CM.

(c) Records made available for inspection as copies and furnished upon request to the public or any public agency by the Trustees or the DLSE or the DAS shall be marked or obliterated to prevent disclosure of an individual’s name, address, and social security number. The name and address of the CM or subcontractor awarded the contract or subcontractor performing the contract shall not be marked or obliterated.

(d) Any copy of records made available for inspection by, or furnished to, a multiemployer Taft-Hartley trust fund (29 U.S.C. Sec. 186(c) (5)) that requests the records for the purposes of allocating contributions to participants shall be marked or obliterated only to prevent disclosure of an individual’s full social security number, but shall provide the last four digits of the social security number.

(e) Any copy of records made available for inspection by, or furnished to, a joint labor-management committee established pursuant to the federal Labor Management Cooperation Act of 1978 (29 U.S.C Sec. 75a) shall be marked or obliterated only to prevent disclosure of an individual’s social security number.

(f) Any copy of records made available for inspection by, or furnished to, agencies that are included in the Joint Enforcement Strike Force on the Underground Economy established pursuant to section 329 of the Unemployment Insurance Code, and other law enforcement agencies investigating violations of law shall, upon request, be provided nonredacted copies of certified payroll records. Any copies of records or certified payroll made available for inspection and furnished upon request to the public by an agency included in the Joint Enforcement Strike Force on the Underground Economy or to a law enforcement agency investigating a violation of law shall be marked or redacted to prevent disclosure of an individual’s name, address, and social security number.

(g) The CM or subcontractor shall file a certified copy of the payroll records with the requesting entity within 10 Days after receipt of a written request. In the event the CM or subcontractor fails to comply within the 10-Day period, the CM or subcontractor shall, as penalty to the state or Trustees, forfeit one hundred dollars ($100) for each Day, or portion thereof, for each worker, until strict compliance is effectuated. Upon the request of the DLSE or the DAS, these penalties shall be withheld from progress payments then due. The CM is not subject to a penalty assessment pursuant to this section due to the failure of a subcontractor to comply with this section. A contractor or subcontractor may be subject to debarment by the Labor Commissioner for failure to submit certified payrolls timely.

(6) The CM is required to submit to the Trustees a minimum of the first two weeks of certified payroll and the Hourly Labor Rate Worksheet for its workers and all subcontractors included in change orders. Additional weeks of certified payroll records may be required at the discretion of the Trustees.

(7) Consistent with Public Contract Code section 6109, the CM is prohibited from performing a portion of Work with a subcontractor who is debarred pursuant to Labor Code section 1777.1 or 1777.7.

(8) Apprentices. If the CM or any subcontractor employs workers on the Project in any apprenticeable craft, it may apply to

any apprenticeship program in the craft in the area of the Work for a certificate approving the CM or subcontractor for the employment and training of apprentices. The CM or subcontractor shall employ the number of apprentices or the ratio of apprentices to journeymen specified in the certificate unless the conditions set out in Labor Code section 1777.5 excuse it from this requirement.

Every apprentice shall be paid the standard wage paid to apprentices under the regulations of the craft or trade in which they are employed and shall be employed only in the Work of the craft or trade to which they are indentured. The employment and training of each apprentice shall be in accordance with the provisions of the apprenticeship agreements under which a person is training.


The CM or subcontractor employing journeymen or apprentices in any apprenticeable craft or trade shall contribute to the fund or funds set up in the area of Work to administer the apprenticeship program in each trade in which it employs such journeymen or apprentices in the same amount and manner as the contributing contractors.

Special attention is directed to Labor Code sections 1777.5, 1777.6 and 1777.7, and California Code of Regulations, Title 8, section 200 et seq. Each Contractor and subcontractor must, before commencement of Work under this Contract, contact the Division of Apprenticeship Standards, 455 Golden Gate, 8th Floor, San Francisco, California, 94102, or one of its branch offices to ensure compliance and understanding of the law regarding apprentices and specifically the required ratio thereunder. Responsibility for compliance with this section lies with the prime Contractor (CM).

CM or subcontractor’s failure to comply with Labor Code section 1777.5 may result in penalties or debarment pursuant to Labor Code section 1777.7.

b. Nondiscrimination (1) During the performance of the Contract, the CM and its trade contractors shall not deny the Contract’s

benefits to any person on the basis of religion, color, ethnic group identification, sex, age, physical or mental disability, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, mental disability, medical condition, marital status, age (over 40) or sex. CM shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination.

(2) CM shall comply with the provisions of the Fair Employment and Housing Act (Government Code section 12900 et seq.), the regulations promulgated thereunder (Title 2, California Code of Regulations, section 7285 et seq.) and the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2, sections 11135-11139.5 of the Government Code.

(3) CM shall permit access by representatives of the Department of Fair Employment and Housing and the Trustees upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, other sources of information, and its facilities as said Department or Trustees shall require to ascertain compliance with this clause.

(4) CM and its trade contractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.

(5) CM shall include the nondiscrimination and compliance provisions of this clause in all trade contracts to perform Work under the agreement (Title 2, California Code of Regulations, section 8107).

c. Workers’ Compensation. The CM shall be required to secure payment of Workers’ Compensation to its employees in accordance with Labor Code section 3700 and shall file with the Trustees prior to performing the Work the certification required in Labor Code section 1861. Refer also to Article 4.07-a, Policies and Coverage.

d. Education, Counseling, and Training Programs. All educational, counseling and vocational guidance programs and all apprenticeship and on-the-job training programs, under this Contract, shall be open to all qualified persons, without regard to race, sex, color, religion, national origin or ancestry. Such programs shall be conducted to encourage the fullest development of the interests, skills, aptitudes, and capacities of all students and trainees, with special attention to the problems of culturally deprived, educationally handicapped, or economically disadvantaged persons. Expansion of training opportunities under these programs shall also be encouraged with a view towards involving larger numbers of participants from these segments of the labor force where the need for upgrading levels of skills is the greatest.

e. Occupational Safety and Health. The CM shall comply with all the provisions of the Federal Occupational Safety and Health Act of 1970 (29 U.S.C. section 651 et seq.) and all rules, regulations, and orders adopted pursuant thereto. The CM shall comply with all the provisions of the California Occupational Safety and Health Act of 1973 (Labor Code section 6300 et seq.) and all rules, regulations and orders adopted pursuant thereto. These laws provide for job safety and health protection for workers.

The CM shall obtain copies of such safety orders as are applicable to the type of Work to be performed and shall be governed by their requirements in all construction operations. The CM shall fully inform each trade contractor and materials supplier as to the requirements of the applicable safety orders.


f. Assignment of Rights Relating to Federal and State Anti-Trust Actions. The CM and all trade contractors shall be bound by the provisions of Public Contract Code section 7103.5 as follows: in entering into a public works contract or a subcontract to supply goods, services, or materials pursuant to a public works contract, the CM and trade contractors offer and agree to assign to the Trustees all rights, title, and interest in and to all causes of action it may have under section 4 of the Clayton Act (15 U.S.C. section 15) or under the Cartwright Act (Chapter 2, (commencing with section 16700) of Part 2 of Division 7 of the California Business and Professions Code), arising from purchases of goods, services, or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the Trustees tender final payment to the CM, without further acknowledgment by the parties.

4.03 Environmental Requirements Mitigation Monitoring and Reporting Programs (MMRP), which are included in California Environmental Quality Act (CEQA) documentation, provide a description of required mitigation measures associated with California State University capital projects. The CM shall implement those mitigation measures in the MMRP for which the CM has been designated the responsible party. In addition, the CM shall comply with the following environmental requirements. a. Air Pollution Control.

The CM shall comply with all air pollution control rules, regulations, ordinances and statutes which apply to the Work performed under the Contract, including any air pollution control rules, regulations, ordinances and statutes adopted under the authority of section 11017 of the Government Code. CM must be eligible to perform work for the State, and is deemed eligible if not found to be in violation of any order, resolution, or regulation relating to air or water pollution adopted in accordance with Government Code section 4477. (1) Solvents. In the absence of any applicable air pollution control rules, regulations, ordinances or statutes governing

solvents, the CM shall ensure that all solvents, including but not limited to the solvent portions of paints, thinners, curing compounds, and liquid asphalt used on the Project, comply with the applicable material requirements of the Air Quality Management District (AQMD). All containers of solvent, paint, thinner, curing compound or liquid asphalt shall be labeled to indicate that the contents fully comply with these requirements.

(2) Disposal of Material. Unless otherwise provided in the special provisions, material to be disposed of shall not be burned either

inside or outside the premises. (3) Fugitive Dust.

A regular watering program shall be initiated to adequately control the amount of fugitive dust in accordance with applicable AQMD rules. Exposed soil surfaces shall be sprayed with water at least daily and as needed to mitigate dust (see also Article 4.09-c, Protection of Facilities).

(4) Construction Vehicles and Equipment. Trucks hauling dirt from the site shall be covered in accordance with applicable state and local requirements.

To reduce exhaust emissions, unnecessary idling of construction vehicles and equipment shall be avoided. Construction equipment shall be fitted with modern emission control devices and shall be kept in proper tune.

b. Water Pollution Control. The CM shall have design-build responsibilities to comply with all water pollution control rules, regulations, ordinances and statutes that apply to the Work performed under the Contract, including the California General Permit (NPDES) 2009-009-DWQ for Storm Water Discharges Associated with Construction Activities issued by the California State Water Resources Control Board (SWRCB) and as modified by order 2010-0014-DWQ, also issued by the SWRCB. (1) Storm Water Pollution Prevention Plan.

The CM shall develop and implement a Storm Water Pollution Prevention Plan (SWPPP) that complies with the State of California Construction General Permit for Storm Water Discharges. The CM shall contract for, or have on payroll a California Certified Qualified SWPPP Developer (QSD). The CM shall be responsible for hiring or contracting for the services of a California certified Qualified SWPPP Practitioner (QSP). The CM shall pay all costs associated with development and implementation of the SWPPP. [See Specifications for additional requirements.]

(2) Compliance. The CM shall comply with the California General Permit for Waste Discharge Requirements for Storm Water Discharges from Small Municipal Separate Storm Sewer Systems (MS4s), Order Number 2013-0001-DWQ.


The CM shall comply with the University's Post Construction Storm Water Management Program requirements. Post Construction Storm Water Management Program Best Management Program Practice (BMP) details shall be designed by a competent individual licensed to practice as a Civil Engineer in California.

(3) Maintenance Manual for Post-construction BMPs. The CM shall incorporate into the Project a maintenance program for post-construction BMPs that will be permanent components of the completed project. The maintenance program shall be delivered in a bound manual. The manual shall meet the requirements described in the California Stormwater Quality Association (www.casqa.org) New Development & Redevelopment BMP Handbook.

c. Sound Control Requirements. The CM shall comply with all sound control and noise level rules, regulations and ordinances that apply to the Work. In the absence of any such rules, regulations and ordinances, the CM shall conduct its Work to minimize disruption to others due to sound and noise from the workers, and shall be responsive to the Trustees’ requests to reduce noise levels.

The CM shall not cause or allow sounds to be produced in excess of 65 decibels measured at the job site between the hours of 7:00 p.m. and 7:00 a.m. The CM shall not cause or allow sounds to be produced in excess of 85 decibels measured at the job site between the hours of 7:00 a.m. and 7:00 p.m. without the consent of the University.

Each internal combustion engine, used for any purpose on the Project or related to the Project, shall be equipped with a muffler of a type recommended by the manufacturer. No internal combustion engine shall be operated on the Project without a muffler.

Loading and unloading of construction materials will be scheduled to minimize disruptions to University activities. Construction activities will be scheduled to minimize disruption to the University and to University users.

d. Environmental Clearances. The CM shall provide to state and federal agencies all information necessary for environmental clearances and other authorizations necessary for this Project. The CM shall comply with the provisions, including giving notices during construction when so required. The Trustees shall not compensate the CM for the delays in obtaining environmental clearances and authorizations. However, the Trustees will grant an appropriate extension of time, in accordance with the provisions in Article 4.16-g, Adjustment of Contract Time Due to Reasons Beyond Trustees’ Control, of these General Conditions, if the CM demonstrates to the satisfaction of the Trustees that it has made every reasonable effort to obtain the requisite clearance or authorizations, and cannot obtain it in a timely manner.

e. Source of Aggregates. The Public Contract Code section 10295.5 requires that no State agency shall purchase or utilize sand, gravel, aggregates, or other minerals unless the source is on an eligible list identifying operations that have met certain requirements of the Surface Mining and Reclamation Act of 1975 (Public Resources Code section 2710 et seq.). Accordingly, the CM shall submit to the Trustees documentation that it is complying with the requirements of this law in purchasing these materials.

f. Archaeological Finds. If the CM discovers any artifacts during excavation and/or construction, the CM shall stop all affected Work and notify the Trustees, who will call in a qualified archaeologist designated by the California Archaeological Inventory to assess the discovery and suggest further mitigation, as necessary.

If the CM discovers human remains, the CM shall notify the Trustees who will be responsible for contacting the county coroner and a qualified archaeologist. If the remains are determined to be Native American, the Trustees shall contact the appropriate tribal representatives to oversee removal of the remains.

g. Integrated Waste Management. Pursuant to the State Agency Integrated Waste Management Plan (Public Resources Code, Division 30, Part 3, Chapter 18.5), the California State University shall divert 50% of all solid waste generated in construction activities from landfill disposal or transformation facilities through source reduction, recycling and composting. CM shall report all source reduction, recycling and composting relative to this Project to the Trustees. Refer to Specifications for further requirements.

4.04 Substitution of Trade Contractors The CM shall not substitute any trade contractor in place of a trade contractor identified and agreed upon at the time of agreeing to the Guaranteed Maximum Price except as authorized by law, which requires approval of the Trustees.

http://www.casqa.org/


a. Bond Requirements. It is the Trustees’ interpretation of section 4108 of the Public Contract Code that the CM must clearly advertise the specific bond requirements for the Project, including the requirement of a bond, the kind of a bond, and the amount of the bond, in order to be eligible to substitute a trade contractor or subcontractor under section 4107(a) (4) of the Public Contract Code.

b. Substitution of a Small Business Trade Contractor. After award of the Contract based in part on the application of the small business preference, the Non-Small Business CM shall use the small business trade contractors, subcontractor(s) and/or suppliers listed in its GMP unless a substitution is requested in writing to the Trustees, and the Trustees approve the substitution in writing before the commencement of any Work. The substitution request must include at least the following: (1) An explanation of the reason for the substitution. (2) The CM must substitute a small business with another small business. If the small business substitution

cannot occur, the CM must include a written justification and the steps that were taken to try to acquire a new small business trade contractor and how that portion of the Contract will be fulfilled.

(3) A description of the Work to be performed, identified both as a task(s) and as a dollar amount or percentage of the overall Contract that the substituted business will perform. The substituted business(es), if approved, shall be required to perform a commercially useful function in the Contract pursuant to Title 2, California Code of Regulations section 1896.6.

Any substitution of trade contractors shall be performed in accordance with the Subletting and Subcontracting Fair Practices Act (Public Contract Code section 4100 et seq.). Failure of the CM to subcontract with the small business listed on its List of Proposed Trade Contractors form or to follow these substitution requirements may be grounds for the Trustees to notify the Department of General Services to impose sanctions pursuant to Government Code section 14842.5 or Title 2, California Code of Regulations, section 1896.16. In the event such sanctions are to be imposed, the CM shall be notified in writing and entitled to a hearing pursuant to Title 2, California Code of Regulations, sections 1896.18 and 1896.20.

c. Substitution of a Disabled Veteran Business Enterprise. After agreement on the GMP, the CM shall use the Disabled Veteran Business Enterprise (DVBE) trade contractors, subcontractor(s) and/or suppliers listed in its GMP unless a substitution is requested in writing to the Trustees, and the Trustees and the Department of General Services (DGS) approve the substitution in writing before the commencement of any work. The substitution request must include at least the following: (1) An explanation of the reason for the substitution. (2) A written description of the business enterprise to be substituted, including its business status as a sole

proprietorship, partnership, corporation or other entity, and the DVBE certification status of the firm, if any. (3) The CM must substitute a DVBE with another DVBE. If the DVBE substitution cannot occur, the CM must

include a written justification and the steps that were taken to try to acquire a new DVBE trade contractor and how that portion of the contract will be fulfilled.

(4) A description of the work to be performed identified both as a task(s) and as a dollar amount or percentage of the overall contract that the substituted business will perform.

The request for substitution of a DVBE and the Trustees’ and DGS approval or disapproval cannot be used as an excuse for noncompliance with any other provision of law, including, but not limited to, the Subletting and Subcontracting Fair Practices Act (Sections 4100 et seq., Public Contract Code) or any other Contract requirements relating to substitution of subcontractors.

d. Subcontractor Directory. The CM shall have submitted a Subcontractor Directory with the Contract in accordance with Article 2.05-c. If any

listed firms have been substituted without approval by the Trustees in accordance with section 4107(a) of the Public Contract Code, or if trade contractors are added and perform Work in excess of one-half of one percent of base Contract, penalties are applicable per section 4110 of the Public Contract Code.

4.05 Delegation of Performance and Assignment of Money Earned The performance of all or any part of this Contract may not be delegated without the written consent of the Trustees. Consent will not be given to any proposed delegation that would relieve the CM or its surety of their responsibilities under the Contract.

The CM may assign moneys due or to become due under the Contract, only upon written consent of the Trustees. Assignments of moneys earned by the CM shall be subject to proper retention in favor of the Trustees and to all deductions provided for in the Contract and such moneys shall be subject to being used by the Trustees for the completion of the Work in the event the CM is in default.


4.06 Assignment of Trade Contracts to Trustees The CM shall include in all trade contracts an assignment clause stating that the Trustees have the right to require that the CM assign the trade contract(s) to the Trustees. Upon direction from the Trustees, the CM shall assign to the Trustees for fully vesting in the Trustees all rights and benefits of the CM under such trade contracts or purchase orders, in order that the Trustees may proceed to finish the Project.

4.07 Insurance Requirements a. The CM shall not commence Work on the site until it has obtained all the insurance required in this Article, and such

insurance has been approved by the Trustees. This Project shall be enrolled in the Trustees’ Builders Risk Insurance Program, for which the provisions of Article 4.07-c shall apply. This Project may be enrolled in the Trustees’ Owner Controlled Insurance Program (“OCIP”), and if so, the provisions of Article 4.07-b shall apply. CM shall refer to the Supplementary General Conditions to determine if this Project is enrolled in OCIP. (1) Policies and Coverage

(a) The CM shall obtain and maintain for the term of the Contract the following policies and coverage: (i) Comprehensive or Commercial Form General Liability Insurance on an occurrence basis,

covering Work done or to be done by or on behalf of the CM and providing insurance for bodily injury, personal injury, property damage and contractual liability. The aggregate limit shall apply separately to the Work.

(ii) Business Automobile Liability Insurance on an occurrence basis, covering owned, hired and non-owned automobiles used by or on behalf of the CM and providing insurance for bodily injury, property damage and contractual liability. Such insurance shall include coverage for uninsured and underinsured motorists.

(iii) Workers' Compensation including Employer’s Liability Insurance as required by law. (iv) Errors & Omissions Insurance on an occurrence basis, covering Work done or to be done

by or on behalf of the CM and providing insurance for errors and omissions, shall be secured and maintained.

(b) The CM also may be required to obtain and maintain the following policies and coverage: (i) Environmental Impairment Liability Insurance should the Work involve hazardous

materials, such as asbestos, lead, fuel storage tanks and PCBs. (ii) Other Insurance by agreement between the Trustees and the CM.

(2) Verification of Coverage. The CM shall submit original certificates of insurance and endorsements to the policies of insurance required by the Contract to the Trustees as evidence of the insurance coverage. The scope of coverage and endorsements shall provide for no cancellation or modification of coverage without thirty (30) days written notice to the Trustees. Renewal certifications and endorsements shall be timely filed by the CM for all coverage until the Work is accepted as completed pursuant to Article 8.01, Acceptance. The Trustees reserve the right to require the CM to furnish the Trustees complete, certified copies of all required insurance policies.

(3) Insurance Provisions. Nothing in these insurance provisions shall be deemed to alter the indemnification provisions in Article 4.08. The insurance policies shall contain, or be endorsed to contain, the following provisions: (a) General and Automobile Liability Policies. (i) General Liability policies: the State of California, the Trustees of the California State

University, the University, their officers, employees, representatives, volunteers and agents are to be covered as additional insureds.

(ii) Automobile Liability: CM shall use Insurance Service Office (ISO) Form Number CA 0001 covering any auto.

(b) For any claims related to the Work, the CM’s insurance coverage shall be primary insurance as respects the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers and agents. Any insurance or self-insurance maintained by the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers and agents shall be in excess of the CM’s insurance and shall not contribute with it.

(c) Each insurance policy required by this Article shall state that coverage shall not be canceled by either the CM or the insurance carrier, except after thirty (30) days prior written notice by certified mail, return receipt requested, has been given to the Trustees.


(d) The State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers and agents shall not by reason of their inclusion as additional insureds incur liability to the insurance carriers for payment of premiums for such insurance.

(4) Amount of Insurance. (a) For All Projects.

The insurance furnished by CM under this Article shall provide coverage in amounts not less than the following (‘M’ indicates millions): (i) Comprehensive or Commercial Form General Liability Insurance – Limits of Liability


$2M+$.01 to $5M

$5M+$.01 to $10M

$10M+$.01 and Over

General Aggregate $2M $5M $10M $10M Each Occurrence – combined single limit for bodily injury and property damage

$1M $5M $10M $10M

(ii) Business Automobile Liability Insurance – Limits of Liability (Each Accident– combined single limit of bodily injury and property damage to include uninsured and underinsured motorist coverage.)



Each Accident $2M $5M (iii) Workers' Compensation limits as required by law with Employer’s Liability limits of

$1,000,000. These requirements and limits are the same for all size contracts. (iv) Errors & Omissions Insurance shall be secured and maintained for no less than $1,000,000

per occurrence.

(b) For Projects Involving Hazardous Materials. The CM shall provide additional coverage in amounts not less than the following: (i) Environmental Impairment (pollution) Liability Insurance – Limits of Liability


$5M+$.01 and Over

General Aggregate $10M $10M Each Occurrence – combined single limit for bodily injury and property damage, including cleanup costs.

$5M $10M

(ii) In addition to the coverage described in 4.06-a (4)(a)(ii), Business Automobile Liability Insurance, the CM shall obtain for hazardous material transporter services: (A) MCS-90 endorsement.

(B) Sudden & Accidental Pollution endorsement – Limits of Liability* $2M Each Occurrence $2M General Aggregate * These requirements and limits are the same for all size contracts. A higher limit on the MCS-90 endorsement required by law must be matched by the Sudden & Accidental Pollution Insurance.

With the Trustees’ approval, the CM may delegate the responsibility to provide this additional coverage, as described in this Article 4.07-a (4) (b) above, to its hazardous materials trade contractor. When the CM returns its signed project construction phase agreement to the Trustees, the CM shall also provide the Trustees’ with a letter stating that it is requiring its hazardous materials trade contractor to provide this additional coverage, if applicable. The CM shall affirm in this letter that the hazardous materials trade contractor’s certificate of insurance shall also adhere to all of the requirements in Article 4.07-a: (2) Verification of Coverage, and (3) Insurance Provisions. Further, this letter will provide that the trade contractor’s certificate of insurance will be provided to the Trustees as soon as the CM fully executes its trade contract with the hazardous materials trade contractor, or within 30 days of the Notice to Proceed, whichever is less.


(5) Acceptability of Insurers. Insurers shall be licensed by the State of California to transact insurance and shall hold a current A.M. Best’s rating of no less than A:VII, or shall be a carrier otherwise acceptable to Trustees.

(6) Trade Contractor’s Insurance. CM shall ensure that its trade contractors are covered by insurance of the types required by this Article, and that the amount of insurance for each trade contractor is appropriate for that trade contractor’s Work. CM shall not allow any trade contractor to commence Work on its trade contract until the insurance has been obtained.

(7) Miscellaneous. (a) Any deductible under any policy of insurance required in this Article 4.07 shall be the CM’s liability. (b) Acceptance of certificates of insurance by the Trustees shall not limit the CM’s liability under the

Contract. (c) In the event the CM does not comply with these insurance requirements, the Trustees may, at its

option, provide insurance coverage to protect the Trustees. The cost of the insurance shall be paid by the CM and, if prompt payment is not received, may be deducted from Contract sums otherwise due to the CM.

(d) If the Trustees are damaged by the failure of the CM to provide or maintain the required insurance, the CM shall pay the Trustees for all such damages.

(e) The CM’s obligations to obtain and maintain all required insurance are nondelegable duties under this Contract.

b. Owner Controlled Insurance Program (OCIP). The Trustees shall enroll any Project awarded with a Contract Amount of ten million dollars or more in this Program. CM shall refer to the Supplementary General Conditions to determine if this Project is enrolled in this program, and shall disregard the provisions of Article 4.07-b if not.

The Trustees have established an Owner Controlled Insurance Program, or OCIP, which will provide to Enrolled Parties (as defined below) Workers’ Compensation and Employer’s Liability insurance, Commercial General Liability insurance, and Excess Liability insurance, as summarily described below, in connection with the performance of the Work (OCIP Coverages). The OCIP is more fully described in the insurance manual (Insurance Manual) for the Project, which can be downloaded from http://www.calstate.edu/cpdc/CM/OCIP.shtml. Parties performing labor or services at the Project site are eligible to enroll in the OCIP, unless they are Excluded Parties (as defined below). The Trustees have designated Alliant Insurance Services, Inc. as the OCIP Administrator (“OCIP Administrator”).

(1) Enrolled Parties and Their Insurance Obligations. OCIP Coverages shall cover Enrolled Parties. Enrolled Parties are: the Trustees as the Owner, the OCIP

Administrator, CM and eligible subcontractors of all tiers that enroll in the OCIP, and such other persons or entities as Trustees may designate, in its sole discretion (each party insured under the OCIP is an “Enrolled Party.”)

For all Enrolled Parties, the obligation to obtain Comprehensive or Commercial Form Liability Insurance, set out under Article 4.07-a(1)(a)(i), and the obligation to obtain Workers’ Compensation including Employer’s Liability Insurance, set out under Article 4.07-a(1)(a)(iii) shall be deemed satisfied upon enrollment in the OCIP, for all on site activities. All Enrolled Parties must still comply with all other provisions of Article 4.07-a, including providing Business Automobile Liability insurance for all activities, and providing Comprehensive or Commercial Form Liability insurance for off-site activities, providing Workers’ Compensation/Employer’s Liability Insurance for off-site activities, and providing any other insurance required under Article 4.07-a, or under any Supplementary General Conditions.

(2) Excluded Parties and Their Insurance Obligations. The OCIP Coverages do not cover the following “Excluded Parties”:

(a) Hazardous materials remediation, removal and/or transport companies and their consultants; (b) Heavy demolition. Selective demolition as an incidental part of a larger contract is included. (c) Architects, surveyors, engineers, and soil testing engineers, and their consultants; (d) Vendors, suppliers, fabricators, material dealers, truckers, haulers, drivers and others who merely

transport, pick up, deliver, or carry materials, personnel, parts or equipment, or any other items or persons to or from the Project site;

http://www.calstate.edu/cpdc/CM/OCIP.shtml


(e) CM and each of its respective subcontractors of all tiers that do not perform any actual labor on the Project site; and

(f) Any other party or entity not specifically identified herein, that is excluded by Trustees in its sole discretion, even if they are otherwise eligible.

Excluded Parties must fully comply at all times with the requirements of Article 4.07-a.

(3) OCIP Insurance Policies Establish the OCIP Coverages. The OCIP Coverages and exclusions summarized in this Article 4.07-b and in the other Contract Documents

are set forth in full in their respective insurance policies. The summary descriptions of the OCIP Coverages in this Article 4.07-b or the Insurance Manual are not intended to be complete or to alter or amend any provision of the OCIP Coverages. In the event any provision of this Article 4.07-b, the summary below, the Insurance Manual, or the Contract Documents conflicts with the OCIP insurance policies, the provisions of the OCIP insurance policies shall govern.

(4) Summary of OCIP Coverages. OCIP Coverages shall apply only to those operations of each Enrolled Party performed at the Project site in

connection with the Work, and only to Enrolled Parties that are eligible for the OCIP. OCIP coverages shall not apply to ineligible parties, even if they are erroneously enrolled in the OCIP. An Enrolled Party’s operations away from the Project site, including product manufacturing, assembling, or otherwise, shall only be covered if such off-site operations are identified and are dedicated solely to the Project. OCIP Coverages shall not cover off-site operations until receipt by CM or its Subcontractor of any tier of written acknowledgment of such coverage from the OCIP Administrator. A summary of the coverages provided under the OCIP is set out below:

Coverages Limits (a) Workers’ Compensation Insurance ........................................................................ Statutory Limit This insurance is primary for all occurrences at the Project site (b) Employer’s Liability Insurance Bodily Injury by Accident, each accident ...................................................................... $1,000,000 Bodily Injury by Disease, each employee ...................................................................... $1,000,000 Bodily Injury by Disease, policy limit ........................................................................... $1,000,000 This insurance is primary for all occurrences at the Project site. (c) Commercial General Liability Insurance (Written on most current ISO Occurrence Form, or its equivalent) Each Occurrence Limit ................................................................................................. $2,000,000 General Aggregate Limit for all Enrolled Parties ........................................................... $4,000,000 Products & Completed Operations Aggregate for all Enrolled Parties ............................ $4,000,000 Ten (10) Years Products & Completed Operations Extension This insurance is primary for all occurrences at the Project site. (d) Excess Liability Insurance (over Employer’s Liability & General Liability) .............. $100,000,000

(5) Trustees’ Insurance Obligations. Trustees shall pay the costs of premiums for the OCIP Coverages. Trustees will receive or pay, as the case

may be, all adjustments to such costs, whether by way of dividends, retroactive adjustments, return premiums, other moneys due, audits or otherwise. CM hereby assigns to Trustees the right to receive all such adjustments, and shall use its best efforts to ensure that each of its subcontractors of every tier assigns to Trustees the right to receive all such adjustments. Trustees assume no obligation to provide insurance other than that specified in this Article 4.07-b, and in the OCIP insurance policies. Trustees’ furnishing of OCIP Coverages shall in no way relieve or limit, or be construed to relieve or limit, CM or any of its subcontractors of any tier of any responsibility, liability, or obligation imposed by the Contract Documents, the OCIP insurance policies, or by law, including, without limitation, any indemnification obligations which CM or any of its Subcontractors has to Trustees thereunder. Trustees reserve the right at their option, without obligation to do so, to furnish other insurance coverage of various types and limits provided that such coverage is not less than that specified in the Contract Documents.

(6) CM’s OCIP Obligations. CM shall: (a) Incorporate the terms of these Contract General Conditions into in all subcontract agreements.

(b) Enroll in the OCIP within five (5) days of execution of the Contract and maintain enrollment in the OCIP for the duration of the Contract, and assure that each of CM’s eligible subcontractors of every


tier enroll in the OCIP, and maintain enrollment in the OCIP for the duration of their respective subcontract within five (5) days of subcontracting and prior to the commencement of Work at the Project site.

(c) Comply with all of the administrative, safety, insurance, and other requirements outlined in this Article 4.07-b, the Insurance Manual, the OCIP Safety Manual, the OCIP insurance policies, or elsewhere in the Contract Documents.

(d) Provide to each of its Subcontractors of every tier a copy of the Insurance Manual, and ensure subcontractor compliance with the provisions of the OCIP insurance policies, the Insurance Manual, this Article 4.07-b, and the Contract Documents. The failure of either (1) Trustees to include the Insurance Manual in the bid documents or (2) CM to provide to each of its eligible subcontractors of every tier a copy of the same, shall not relieve CM or any of its subcontractors from any of the obligations contained therein.

(e) Acknowledge, and require all of its subcontractors of every tier to acknowledge, in writing, that Trustees and the OCIP Administrator are not agents, partners or guarantors of the insurance companies providing coverage under the OCIP (each such insurer, an “OCIP Insurer”), that neither Trustees nor the OCIP Administrator are responsible for any claims or disputes between or among CM, its subcontractors of any tier, and any OCIP Insurer(s), and that neither Trustees nor OCIP Administrator guarantees the solvency or the availability of limits of any OCIP Insurer(s). Any type of insurance coverage or limits of liability in addition to the OCIP Coverages that Contractor or its subcontractors of any tier require for its or their own protection, or that is required by applicable laws or regulations, shall be CM’s or its subcontractors’ sole responsibility and expense, and shall not be billed to Trustees.

(f) Cooperate fully with the OCIP Administrator and the OCIP Insurers, as applicable, in its or their administration of the OCIP.

(g) Provide, within five (5) days of Trustees or OCIP Administrator’s request, all documents or information as requested of CM or its subcontractors. Such information may include, but may not be limited to, payroll records, certified copies of insurance coverages, declaration pages of coverages, policy rate pages, certificates of insurance, underwriting data, prior loss history information, safety records or history, OSHA citations, construction cost estimates for this Project, or such other data or information as Trustees, the OCIP Administrator, or OCIP Insurers may request in the administration of the OCIP, to verify the accuracy of the Insurance Credit. All such records shall be maintained through the term of the Contract and for a period of one (1) year thereafter

(h) Comply, and require all of its subcontractors to comply with OCIP Administrator’s instructions for electronically enrolling in the OCIP using “Alliant WrapX” and for electronically reporting payroll using “Alliant WrapX.”

(i) Pay to Trustees a sum in accordance with the Contract Amounts in the table below for each occurrence, including court costs, attorneys’ fees and costs of defense for bodily injury or property damage to the extent losses payable under the OCIP Commercial General Liability Policy are attributable to CM’s Work, acts, or omissions, the Work, acts, or omissions of any of CM’s Subcontractors of any tier, or the Work, acts or omissions of any other entity or party for whom CM or its Subcontractor may be responsible (“General Liability Obligation”).

Contract Amounts Pay to the Trustees for each occurrence $1,000,000 or less $1,000

$1,000,000.01 through $10,000,000 $5,000 $10,000,000.01 and over $25,000

The General Liability Obligation shall remain uninsured by CM, and will not be covered by the OCIP Coverages.

(7) Identification of OCIP Insurance Credit. (a) CM shall include within its RFP, and its final GMP Proposal the full cost of all insurance required

under the insurance requirements set forth in Article 4.07-a. All subcontractors shall also include within any proposal or bid submitted to CM their full cost of all insurance required under the insurance requirements set forth in Article 4.07-a, or under their subcontract requirements.

(b) CM and all subcontractors shall provide all information necessary for enrollment in the OCIP via the Alliant WrapX website, including completing the Insurance Cost Worksheet via Alliant WrapX, for the purpose of allowing Trustees, through the OCIP Administrator, to identify the OCIP


Insurance Credit (“Insurance Credit”) for CM and all subcontractors. The Insurance Credit as applicable to CM shall be defined as CM’s reduction in insurance cost due to eligibility for, and enrollment in the OCIP, as determined by using the Insurance Cost Worksheet. The Insurance Credit as applicable to a subcontractor shall be defined as the subcontractor’s reduction in insurance cost due to eligibility for, and enrollment in the OCIP. The Insurance Credit shall include the reduction in insurance premiums, related taxes and assessments, mark-up on the insurance premiums and losses retained through the use of the self-funded program, self-insured retention, or deductible program, and expected losses within any retained risk.

(c) CM agrees that Trustees, through its Program Administrator, shall be permitted to review all OCIP enrollment forms, and the Insurance Cost Worksheets submitted by CM and any subcontractor of any tier, to verify the accuracy of the Insurance Credit. Upon verification of the Insurance Credit, 85% of the Insurance Credit (Initial Insurance Credit) will be deducted from each Contract Amount by way of deductive change order. CM shall be responsible for entering into deductive change orders with each of its subcontractors to reflect the Initial Insurance Credit applicable to each enrolled Subcontractor. Change order proposals that arise during performance of the Work shall be submitted with all Article 4.07-a insurance costs included. CM shall be responsible for entering into deductive change orders with each of its subcontractors at the closeout of each contract to adjust the Initial Insurance Credit based on final contract values and loss rates. At the end of the Work a final deductive change order may be issued by Trustees based on CM’s final contract audit to adjust the Initial Insurance Credit based on final contract values and loss rates.

(d) In the event Trustees and CM or any subcontractor cannot agree on the accuracy of the Insurance Credit, the credit shall be deemed to be 2.5% of that contract or subcontract of any tier. In this case the 15% discount reflected in the Initial Insurance Credit shall not apply, and that contract shall be charged 100% of the Insurance Credit.

(e) Upon completion of each contract or subcontract of any tier, if the contract losses for that contract or subcontract under the OCIP are above 1.2225% of final reported payroll, the 15% discount reflected in the Initial Insurance Credit shall not apply, and that contract shall be charged 100% of the Insurance Credit.

(8) CM’s Representations and Warranties to Trustees. CM represents and warrants to Trustees, and shall use its best efforts to ensure that each of its subcontractors

of every tier represent and warrant to Trustees that: (a) All information they submit to Trustees, or to the OCIP Administrator, shall be accurate and

complete. (b) They have had the opportunity to read and analyze copies of the OCIP insurance policies that are

on file in Trustees’ office, and that they understand the OCIP Coverages. Any reference or summary in the Agreement, this Article 4.06-b, the Insurance Manual, or elsewhere in any other Contract Document as to amount, nature, type or extent of OCIP Coverages and/or potential applicability to any potential claim or loss is for reference only. CM and its subcontractors of all tiers have not relied upon said reference, but solely upon their own independent review and analysis of the OCIP Coverages in formulating any understanding and/or belief as to amount, nature, type or extent of any OCIP Coverages and/or its potential applicability to any potential claim or loss.

(c) At any time during the course of the contract any cost of insurance included, or anticipated to be included, within the Insurance Credit shall not be billed to Trustees directly or indirectly, and shall not be included in any application for payment, invoice, or change order request.

(d) CM acknowledges that Trustees shall not pay or compensate CM or any subcontractor of any tier, in any manner, for the Costs of OCIP Coverages.

(9) OCIP Audits. CM agrees that Trustees, the OCIP Administrator, and/or any OCIP Insurer may audit CM’s or any of its subcontractors’ payroll records, books and records, insurance coverage, insurance cost information, bid estimates, pricing for any cost in the Contract Amount or any subcontracted Work, or any information that CM provides to Trustees, the OCIP Administrator, or the OCIP Insurers to confirm their accuracy, and to ensure the accuracy of the Insurance Credit. If a project audit discloses any part of the Insurance Credit has been improperly billed to Trustees, the Trustees shall debit those amounts from the Contract Amount with a credit change order.


(10) Trustees’ Election to Modify or Discontinue the OCIP. For any reason, Trustees may modify the OCIP Coverage, discontinue the OCIP, or request that CM or any of its Subcontractors of any tier withdraw from the OCIP upon thirty (30) days written notice. Upon such notice CM and/or one or more of its subcontractors, as specified by Trustees in such notice, shall obtain and thereafter maintain during the performance of the Work, all (or a portion thereof as specified by Trustees) of the OCIP Coverage. The form, content, limits of liability, cost, and the insurer issuing such replacement insurance shall be subject to Trustees’ approval. The cost of the replacement coverage shall be at Trustees’ expense, but only to the extent of the applicable Insurance Credit.

(11) Withholding Payments. Trustees may withhold from any payment owed or owing to CM or its subcontractors of any tier any portion of the Insurance Credit improperly included in a request for payment. In the event a Trustees audit of CM’s records and information as permitted under the Contract Documents reveals a discrepancy in the insurance, payroll, safety, or any other information required by the Contract Documents to be provided by CM to Trustees, or to the OCIP Administrator, or reveals the inclusion of costs reflected in the Insurance Credit in any application for payment for the Work, Trustees shall have the right to a full deduction of any improperly billed costs from the Contract Amount and recovery of all audit costs. Audit costs shall include, but shall not be limited to, the fees of the OCIP Administrator, and the fees of attorneys and accountants conducting the audit and review. If the CM or its subcontractors fail to timely comply with the provisions of Contract General Conditions Article 4.07-b, and Supplementary General Conditions Article 4.07-b, Trustees may withhold any payments due to CM and/or its subcontractors of any tier until such time as they do comply. Such withholding by Trustees shall not be deemed to be a default under the Contract Documents.

(12) Waiver of Subrogation. Where permitted by law, CM hereby waives all rights of recovery by subrogation because of deductible

clauses, inadequacy of limits of any insurance policy, limitations or exclusions of coverage, or any other reason against Trustees, the OCIP Administrator, their officers, agents, or employees, and any other contractor or subcontractor performing Work or rendering services on behalf of Trustees in connection with the planning, development and construction of the Project. Trustees shall also require that all CM-maintained insurance coverage related to the Work, include clauses providing that each insurer shall waive all of its rights of recovery by subrogation against CM together with the same parties referenced immediately above in this Article 4.07-b (12). Where permitted by law, CM shall require similar written express waivers and insurance clauses from each of its subcontractors. A waiver of subrogation shall be effective as to any individual or entity even if such individual or entity (a) would otherwise have a duty of indemnification, contractual or otherwise, (b) did not pay the insurance premium directly or indirectly, and (c) whether or not such individual or entity has an insurable interest in the property damaged.

(13) Conflicts. In the event of a conflict between the provisions of this Contract and the OCIP Insurance Manual, this Contract shall govern. In the event of any conflict or difference between the OCIP insurance policies and this Contract or the OCIP Insurance Manual, the actual OCIP policies shall govern.

c. Trustees’ Course of Construction (“Builder’s Risk”) Property Insurance. Trustees shall insure or self-insure all Work while in the course of construction, reconstruction, remodeling or alteration, including materials incorporated in the Work, against physical loss or damage resulting from the perils normally insured under a “Standard All Risk Course of Construction” policy, including, but not limited to theft, fire, flood, vandalism, or Acts of God, as defined in Public Contract Code section 7105. The term, Acts of God, as defined in Public Contract Code section 7105, means earthquakes in excess of 3.5 on the Richter magnitude scale and tidal waves. Trustees shall issue to the CM a “Summary of Coverage” provided under this Article 4.07-c, upon request of the CM. (1) CM shall be responsible for paying a deductible of $25,000 per occurrence in the event of loss, with the

following exceptions. The CM shall be responsible for paying a deductible of: (a) $50,000 per occurrence in the case of water damage, or (b) $100,000 per occurrence in the case of flood, or (c) $100,000 per occurrence in the case of damages caused by Acts of God.

(2) CM shall not be liable for damages proximately caused by acts of God (as defined in Public Contract Code section 7105) in excess of the $100,000 deductible, if the Work damaged is built in accordance with the Contract and applicable building standards.

(3) The proceeds under the Course of Construction Property Insurance taken out by the Trustees will be payable to the Trustees and CM as their respective interests, from time to time, may appear.


(4) Trustees’ Course of Construction Property Insurance shall provide limited coverage for materials in transit, and full coverage for materials at the Project site and full coverage for materials stored off site; however, the CM is responsible for reviewing the summary of coverage and reporting large values requiring special treatment. CM shall advise the Trustees whenever the total value of materials in transit exceeds $1,000,000 at any time, and whenever the total value of materials stored off site exceeds $1,000,000 at any time.

(5) Nothing in this Article 4.07-c shall be construed to relieve the CM of CM’s responsibilities referred to under Article 4.07-a.

(6) Insurance policies referred to in this Article 4.07-c shall include the following: (a) Provide that the policies are primary and do not participate with nor are excess over any other valid

collectible insurance carried by the CM. (b) Insurer shall waive of subrogation against the CM.

4.08 Indemnification Nothing in these indemnification provisions shall be deemed to alter the insurance provisions in Article 4.07. a. The CM shall hold harmless, defend, and indemnify the State of California, the Board of Trustees of the California

State University, the University, and the officers, employees, representatives, and agents of each of them, from and against all claims, damages and losses arising out of, resulting from, or relating to (1) the failure of the CM to perform its obligations under the Contract or the performance of its obligation in a willful, reckless, or negligent manner; (2) the inaccuracy of any representation or warranty by the CM given in accordance with or contained in the Contract Documents; and (3) any claim of damage or loss by any trade contractor, or supplier, or laborer against the Trustees arising out of any alleged act or omission of the CM or any other trade contractor, or anyone directly or indirectly employed by the CM or any trade contractor.

b. The CM shall hold harmless, defend, and indemnify the State of California, the Board of Trustees of the California State University, the University, and the officers, employees, representatives, and agents of each of them from and against all claims, damages and losses arising out of, resulting from, or relating to the negligent acts or omissions, recklessness, or willful misconduct of the CM, a trade contractor, or anyone directly or indirectly employed by either of them, or anyone for whose acts either of them may be liable. Such obligation shall not be construed to negate, abridge, or reduce other rights or obligations of indemnity which would otherwise exist as to a party or person described in Article 4.08-c, following. Such obligation, however, shall apply in proportion to and to the extent that any such losses result from the negligent acts or omissions by an employee of the CM, a trade contractor, or a person indirectly employed by the CM or a trade contractor, or anyone for whose acts either may be liable.

c. In claims against any person or entity indemnified under this Article made by an employee of the CM or a trade contractor, or indirectly employed by either of them, or anyone for whose acts either may be liable, the indemnification obligation under this Article shall not be limited by a limitation on amount or type of damages, compensation, or benefits payable by or for the CM or a trade contractor under workers compensation laws, disability benefit laws, or other laws providing employee benefits.

d. The indemnification obligations under this Article shall not be limited by any assertion or finding that the person or entity indemnified is liable due to a non-delegable duty.

e. The CM shall hold harmless, defend, and indemnify the State of California, the Board of Trustees of the California State University, the University, and the officers, employees, representatives, and agents of each of them from and against all claims, damages and losses resulting from any claim of damage made by any separate contractor of the Trustees against the Trustees arising out of any alleged acts or omissions of the CM, a trade contractor, anyone directly or indirectly employed by either the CM or trade contractor, or anyone for whose acts either the CM or trade contractor may be liable.

f. The CM shall hold harmless, defend, and indemnify the separate contractors of the State of California, the Board of Trustees of the California State University, the University, and the officers, employees, representatives, and agents of each of them from and against all claims, damages and losses arising out of the negligent acts or omissions, recklessness, or willful misconduct of the CM, a trade contractor, anyone directly or indirectly employed by the CM or trade contractor, or anyone for whose acts the CM or trade contractor may be liable.

The Trustees shall cause a reciprocal indemnification provision in favor of the CM to be included in its contracts with separate contractors of the Trustees. Liability for any negligent act or omission, recklessness, or willful misconduct shall be apportioned pursuant to the applicable law of the State of California.


4.09 CM’s Responsibility for the Work The CM shall be responsible for all Work performed under this Contract, and no trade contractor will be recognized as such. For purposes of assessing responsibility to the CM, all persons engaged in the Work shall be considered employees of the CM. The CM shall give its personal attention to the fulfillment of the Contract and keep all phases of the Work under its control.

CM shall create a report of construction activities occurring each day, and include a listing of all subcontractors of all tiers and the numbers of workers for each that are on site each day, briefly describing the Work the subcontractors are performing. Each subcontractor shall create report of construction activities occurring each day, and include a listing of all subcontractors of all tiers and the numbers of workers for each that are on site each day, briefly describing the Work the subcontractors are performing. CM and every subcontractor shall submit these reports to the Trustees daily. At the end of the Project, CM shall submit to the Trustees a complete listing of all subcontractors, suppliers and other businesses that performed Work on the Project.

The Trustees will not arbitrate disputes among trade contractors nor between the CM and one or more trade contractors concerning responsibility for performing any part of the Project. a. Quality Control.

The CM shall be fully responsible for the quality of materials and workers’ skill in the Project. The CM shall not rely upon the inspection and testing provided by the Trustees other than those special inspections and tests performed by the Trustees’ selected laboratories for which there are written reports.

On projects with new foundations (for buildings, site improvements, bridges, light poles, others), the CM shall prepare a certified survey illustrating dimensions, locations, angles and elevations of the construction associated with the new foundation, and shall show the as-built location of the construction on the Project Site Boundary drawing provided by the Trustees. The CM shall specify the horizontal location using California Coordinate System, NAD 83 Coordinates. An appropriately licensed Professional Land Surveyor or Registered Civil Engineer (pre-1982 license) shall stamp the certified survey, after which the CM shall submit it promptly to the Architect and the Trustees.

b. Burden for Damage. From the issuance of the official Notice to Proceed until the formal acceptance of the Project by the Trustees, the CM shall have the charge and care of and shall bear the risk of damage to the Project, and materials and equipment for the Project.

The CM, at its own expense--subject to proceeds payable in accordance with article 4.07-b (3), shall promptly rebuild, repair, restore, and make good all such damage to any portion or to all of the Project and materials therefor before the acceptance of the Project by the Trustees except for such damage as is proximately caused by acts of the federal government or public enemy. In case of suspension of work from any cause whatever, the CM shall be responsible for all materials, and shall properly store them, if necessary, and shall provide suitable drainage and erect temporary structures where necessary.

If the CM damages any property belonging to the Trustees, the Trustees may, in addition to other remedies available to the Trustees, retain from the money due to the CM an amount sufficient to ensure repair of the damage or an amount to contribute toward repair of the damage.

Neither the State of California, the Trustees of the California State University, the University, nor the officers, employees, representatives, nor agents of each of them shall be responsible for any damage to the Project and materials and equipment for the Project.

c. Protection of Facilities. From the issuance of the official ‘Notice to Proceed’ until the formal acceptance of the Project by the Trustees, CM shall protect the Site and Work from theft, acts of malicious mischief, vandalism and unauthorized entry. During all hours that Work is not prosecuted, CM shall furnish such watchman’s services as necessary to safeguard materials and equipment in storage on the Project site, including Work in place or in process of fabrication, against theft, acts of malicious mischief, vandalism and other losses or damages. The CM shall be liable for any loss or damage that result from its failure to protect the Site and the Work.

The CM shall protect adjoining property and nearby buildings, roads, and other facilities and improvements from dust, dirt, debris and other nuisances arising out of CM’s operations or storing practices. Dust shall be controlled by sprinkling or other effective methods acceptable to Trustees. An erosion and sedimentation control program shall be initiated, which includes measures addressing erosion caused by wind and water and sediment in runoff from site. A regular watering program shall be initiated to adequately control the amount of fugitive dust in accordance with applicable Air Quality Management District (AQMD) rules. See also Article 4.03, subsections: a-Air Pollution Control and b-Water Pollution Control.


d. Safety. The CM shall exercise precaution at all times for the protection of persons and their property. The CM shall install adequate safety guards and protective devices for all equipment and machinery, whether used in the Work or permanently installed as part of the Project. The CM shall also provide and adequately maintain all proper temporary walks, roads, guards, railings, lights, and warning signs. The CM shall comply with all applicable laws relating to safety precautions, including the safety regulations of the California Division of Industrial Safety. Unless the CM designates other employees, its superintendent shall have the duty of prevention of accidents. The CM shall institute a safety program that includes all trades on the site.

Renovation, expansion, or remodel Work of any existing building may expose workers to lead-containing materials such as paint, flashings, and pipe joints. The CM shall comply with all applicable laws addressing such exposure, including the Cal/OSHA Lead in Construction Standards (Title 8, California Code of Regulations, section 1532.1).

The Trustees and the Architect may bring to the attention of the CM a possible hazardous situation in the field regarding the safety of personnel on the site. The CM shall be responsible for verifying the compliance with all local, state, and federal workplace safety guidelines. In no case shall this right to notify the CM absolve the CM of its responsibility for monitoring safety conditions. Such notification shall not imply that anyone other than the CM has assumed any responsibility for field safety operations.

CM shall not use explosives without first obtaining written permission from the Trustees and then shall use them only with the utmost care and within the limitations set in the written permission and in accordance with prudence and safety standards required by law. Storage of explosives on the Project site or University is prohibited. Powder activated tools are not explosive for purposes of this Article; however, such tools shall only be used in conformance with State safety regulations.

In the event of an accident, the CM shall make available to the Trustees copies of its accident report to its insurance carrier. The CM shall determine the cause of the accident and immediately correct any equipment, procedure, or condition contributing to the accident.

e. Utilities (1) If the CM discovers utility facilities not identified in the Contract Documents, the CM shall immediately

notify the Trustees, the Architect, the Inspector, and the utility involved, in writing, of such discovery. When the CM is required by the plans and specifications to locate, remove or relocate utility facilities not identified in the Contract Documents with reasonable accuracy, the CM shall be compensated for any reasonable actual added cost incurred. The CM shall also be compensated for the cost of repairing any damage resulting from the discovery of such unidentified utility facility when such damage does not result from the failure of the CM to exercise reasonable care. All such compensation to the CM shall be based on an actual cost plus CM and trade contractor mark-up, as identified in Article 6.01-b, Allowable Costs Upon Change Orders, subdivisions (4), (5) and (6), except that both the CM’s and the trade contractor’s mark-up shall be reduced by six (6) percent each, when the damage results from the failure of the CM or trade contractor to exercise reasonable care. The Trustees or the public utility, where it is the owner of the utility facilities, shall have the sole discretion to perform repairs or relocation Work, or permit the CM to do such repairs or relocation Work at a reasonable price, where such Work is required to facilitate the project. The CM shall not be assessed liquidated damages for delay in the completion of the Project which is caused by the failure of the Trustees or the owner of the utility to provide for removal or relocation of such unidentified utility facilities.

(2) With the exception of the identification of main or trunk line utility facilities in the Contract Documents, the foregoing provisions of subdivision (1) shall not apply to, and Trustees shall have no obligation to indicate, the presence of existing service laterals or appurtenances whenever the presence of such utilities on the site of the Project can be inferred from the presence of other visible facilities, such as buildings, meter and junction boxes, on or adjacent to the site of the construction.

(3) Except as expressly provided in subdivisions (1) and (2) above, the CM shall be responsible at its own cost for all Work, expense, or special precautions caused by the existence or proximity of utilities encountered at the site or in the performance of the Project Work including, without limitation, repair of any damage that may result including any damage resulting from hand or exploratory excavation. The CM is cautioned that the utilities encountered at the site may include communication cables or electrical cables conducting high voltage. When excavating in the vicinity of the ducts enclosing such cables, special precautions are to be observed by the CM at his own cost and shall include the following: all cables and their enclosure ducts shall be exposed by careful hand excavation so as not to damage the ducts or cables nor cause injury to persons, and appropriate warning signs, barricades, and safety devices shall be erected.


(4) The CM shall provide as-built drawings of all utilities encountered and constructed to the University, indicating the size, horizontal location, and vertical location based on the Project benchmark or a stable datum.

f. Hazardous Materials (1) Asbestos. The Trustees prohibit the CM from installing any asbestos-containing materials or products in any Work to

be performed under this Contract. The CM shall be responsible for removal and replacement costs should it be determined this provision has been violated; this responsibility shall not be limited in duration by Project completion, the warranty period, or other provisions of this Contract.

(2) Lead. The CM is prohibited from installing any lead-containing materials or products, including paint, in any Work

to be performed under this Contract without the written consent of the Executive Facilities Officer and the Director of Environmental Health and Safety. The CM shall be responsible for removal and replacement costs should it be determined this provision has been violated; this responsibility shall not be limited in duration by Project completion, the warranty period, or other provisions of this Contract.

g. The CM, by warranting the completeness of the Construction Documents, agrees that, if the CM uses design-build delivery on certain building elements such as fire protection systems, store front assemblies, etc., then the CM accepts responsibility for any impact which results from the design-build process such as deferred submittals, plan check approval and procurement.

4.10 Occupancy by Trustees Prior to Acceptance The Trustees reserve the right to occupy all or any part of the Project before completion of the entire Contract, upon issuance of a Field Instruction, followed up by a written Contract Change Order, or upon issuance of a written Contract Change Order therefor. In such event, the CM shall be relieved of responsibility for any injury or damage to such occupied part as results from the Trustees’ occupancy and use. If the CM carries insurance against damage to such premises or against liability to third persons covering the premises so used and occupied by the Trustees, and if such occupancy results in increased premiums for such insurance, the Trustees may pay to the CM the added premium costs for such insurance during the period of occupancy. The occupancy change order shall be the vehicle for such payment, if applicable.

The Trustees’ occupancy shall not constitute acceptance by the Trustees (see Article 8.01, Acceptance) either of the Project as completed or of any portion thereof, nor will it relieve the CM of full responsibility for correcting defective Work or materials found at any time before the formal written acceptance of the Project as completed by the Trustees and during the full guarantee period after such acceptance, nor does it stop the assessment of liquidated damages. However, when the Project includes several separate facilities, and one or more of such facilities is entirely occupied by the Trustees, then upon written request of the CM, the guarantee period for the occupied facility may commence from the date of occupancy subject to written consent thereto by the Trustees.

4.11 Payments by CM In accordance with section 7108.5 of the Business and Professions Code, the CM agrees to promptly pay all trade contractors within seven (7) Days of receipt of each progress payment, unless otherwise agreed in writing by the parties, the respective amounts allowed CM on account of the Work performed by its trade contractors, to the extent of each such trade contractor’s interest therein.

The CM shall pay and shall require its trade contractors to pay each employee engaged in Work on the Project under this Contract in full (less deductions made mandatory by law) not less often than once each week.

4.12 Responsibility to Secure and Pay for Permits, Licenses, Utility Connections, Etc. The CM shall secure all permits and licenses required for any operations required under this Contract and shall pay all costs relating thereto as well as all other fees and charges that are required by the United States, the State, the county, the city, a public utility, telephone company, special district, or quasi-governmental entity. It is the CM’s responsibility to ascertain the necessity of such permits and licenses in preparing its Guaranteed Maximum Price and include in its Guaranteed Maximum Price the cost thereof as well as adjustments for any delays that may be caused by securing permits and licenses.

4.13 Patented or Copyrighted Materials The CM shall assume all costs arising from the use of patented or copyrighted materials, equipment, devices, or processes used on or incorporated in the Project, and agrees to save harmless, defend, and indemnify the State, the Trustees of the California State University, Trustees’ Consultants, the University, and the officers, agents and employees of each of them from all suits, actions, or claims for, or on account of, the use of any patented or copyrighted materials, equipment, devices, or processes.


4.14 Property Rights in Materials and Equipment Nothing in the Contract shall be construed as vesting in the CM any property right in the materials or equipment after they have been attached to or permanently placed in or upon the Work or the soil or after payment has been made for fifty percent or more of the value of the materials or equipment delivered to the Site of the Work whether or not they have been so attached or placed. All such materials or equipment shall become the property of Trustees upon being so attached or placed or upon payment of fifty percent or more of the value of the materials or equipment delivered on the Site but not yet installed and the CM warrants that all such property shall pass to the Trustees free and clear of all liens, claims, security interests, or encumbrances.

4.15 Taxes The CM shall pay all taxes imposed by law which are levied or become payable as a result of the CM’s performance under this Contract.

4.16 Contract Time a. Time of the Essence.

All time limits specified in this Contract are of the essence of the Contract.

b. Starting and Completion Date. The Trustees shall designate in the Notice to Proceed the starting date of the Contract on which the CM shall immediately begin and thereafter diligently prosecute the Work to completion. The CM agrees to complete the Work on the date specified for completion of the CM’s performance in the Contract unless such time is adjusted, in writing, by change order by the Trustees. The CM may complete the Work before the completion date if it will not interfere with the Trustees or their other contractors engaged in related or adjacent Work. The Work shall be regarded as completed on the acceptance date noted on the Trustees’ Notice of Completion. This date shall be used as the date the guarantee period begins as defined in Article 8.11, Guarantee.

c. Adjustment of Contract Time Due to Acts of God, etc. The CM shall not be assessed with liquidated damages, nor the cost of engineering and inspection during any delay in the completion of the Project caused by acts of God, the public enemy, fire, flood, epidemic, quarantine restriction, strike, freight embargo, discovery of archaeological or paleontological artifacts, and unusual action of the elements; provided that the CM shall notify the Architect and the Trustees in writing of the causes of delay within 24 hours from the beginning of any such delay. The Architect, in conjunction with the Trustees, shall determine the facts with regard to the delay and the reasonable period of time by which the date of completion should be extended by reason thereof, if any, and advise the Trustees accordingly. The Trustees’ findings thereon shall be final and conclusive.

There shall be no compensation to the CM for costs associated with this kind of delay.

The term “unusual action of the elements” is limited to extraordinary, adverse weather conditions and conditions immediately resulting therefrom which cause a cessation in the progress of the Work which will delay the time of completion of the Contract.

The CM shall have no right to an adjustment in the time of completion due to weather conditions or industrial conditions which are normal for the locality of the site. The time for completion of the Contract has been calculated with consideration given to the average climatic range and usual industrial conditions prevailing in the locality of the site.

d. Adjustment of Contract Time Due to Acts of the Trustees or the Architect. If the CM is delayed in completing the Contract by reason of any act of the Architect or the Trustees not provided by the Contract, or by reason of changes made pursuant to Article 6.01, Change Orders, without reaching agreement as to any time adjustments, the time for completion of the Contract may be extended for a period commensurate with the delay. The CM shall notify the Architect and the Trustees in writing of the causes of the delay within seven days from the beginning of the delay. The causes of delay shall be subject to the same determinations as stated in Article 4.16-c, Adjustment of Time Due to Acts of God, above. CM shall refer to Article 4.17, Schedule.

e. CM to Fully Prosecute Work. No extension of time will be granted for any of the causes for which extensions are granted unless the CM demonstrates to the satisfaction of the Trustees that the CM has made every reasonable effort to fully prosecute the Work and complete the Work within the Contract Time.

f. Trustees’ Adjustment of Contract Time. Even though the CM has no right to an extension of time for completion, the Trustees may extend the time at the request of the CM if they determine it to be in the best interest of the State. If the time is extended, the Trustees may, in lieu of assessing liquidated damages, charge the CM, its successors, heirs, assigns, or sureties, and deduct from the


final payment for the Work all or any part, as they may deem proper, of the value of the lost use of the completed Project, and of the actual cost to the Trustees of engineering, inspection, superintendence, and other overhead expenses which are directly chargeable to the Contract, and which accrue during the period of such extension.

g. Adjustment of Contract Time Due to Reasons Beyond Trustees’ Control. Should the Trustees be prevented or enjoined from proceeding with Work either before or after the start of construction by reason of any litigation or other reason beyond their control, the CM shall not be entitled to make or assert any claim for damage by reason for said delay; but time for completion of the Work will be extended to such reasonable time as the Trustees may determine will compensate the CM for time lost by such delay. Any such determinations will be set forth in writing.

h. Liquidated Damages. Attention is directed to Article 7.02, Delay in Completion--Liquidated Damages.

4.17 Schedule a. Time is of the essence of this Contract, including the time of beginning, the rate of progress, and the time of completion

of the Work. The Work shall be prosecuted at such time, in such manner, and on such part or parts of the Project as may be required to complete the Project as contemplated in the Contract Documents and the CM’s Construction Schedule.

b. The CM shall prepare and submit to the Trustees, with copy to the Architect and the Construction Administrator’s on-site representative, a detailed update to the Project Schedule, as utilized during the bid period, within thirty (30) Days after the starting date on the construction Notice to Proceed. The CM’s updated Project Schedule shall include progress to date on the preconstruction activities and be comprised of a Critical Path Method network. The portion of the Project Schedule from construction Notice to Proceed to final completion is the Construction Schedule. The CM shall input the critical path Construction Schedule on the computer using the scheduling software as specified in the Division 01-General Requirements for this Project. The CM shall provide electronic data files.

The CM’s initial Construction Schedule shall show the dates on which each part or division of the Work is expected to be started and completed. The initial Construction Schedule shall also show all submittals associated with each Work activity, required by the Contract with activities for the submittal development, its review, and the fabrication/procurement for each procurement, allowing 21 Days for the Architect’s review of each submittal. The Work activities making up the Construction Schedule shall be of sufficient detail to assure that adequate planning has been done for proper execution of the Work and such that, in the sole judgment of the Trustees, it provides an appropriate basis for monitoring and evaluating the progress of the Work. The Construction Schedule shall show the interdependence of each activity and a critical path. The CM shall also submit a separate listing of all submittals required under the Contract and noting the anticipated date that each submittal will be submitted.

CM shall submit a monthly cash flow schedule with the initial Construction Schedule and shall revise the cash flow schedule with each Construction Schedule revision. The cash flow schedule is the CM’s estimate of the dollar value of Contract Work completed and billable each month of the Project.

c. The CM’s initial Construction Schedule shall show the sequence, duration in Calendar or Working Days, and interdependence of activities required for the complete performance of all Work. The Construction Schedule shall show milestones, including milestones for Trustees-furnished information, and shall include activities for Trustees-furnished equipment and furniture when those activities are interrelated with the CM’s activities. The CM’s initial Construction Schedule shall begin with the effective date of the Notice to Proceed and conclude with the date of final completion. No more than twenty percent of the activities will have less than five Work Days of float unless approved by the Trustees. The Construction Schedule shall include a critical path activity that reflects anticipated rain delay during the performance of the Contract. The duration shall reflect the average climatic range and usual industrial conditions prevailing in the locality of the site. Weather data shall be based on information provided by the National Weather Service or other approved source. The Construction Schedule shall be developed using an appropriate Work breakdown structure. The transmittal provided with the initial Construction Schedule shall state whether the durations are in Work Days or Days.

d. The CM may submit an initial Construction Schedule that shows the Work completed in less time than the specified Contract Time. However, the acceptance of such a Construction Schedule will not change the Contract Time. The Contract Time shall control in any determination of liquidated damages or extension of the Contract Time. Total float, slack time or contingency is the unused time within the Construction Schedule and the difference in time between the Project’s early completion date and the required Contract completion date. Total float is not for the exclusive use of either the Trustees or the CM, but is jointly owned by both and is a resource available to and shared by both parties as needed to meet Contract milestones and the Contract completion date.


e. The CM shall not sequester shared float through such strategies as extending activity duration estimates to consume available float, using preferential logic, or using extensive crew/resource sequencing, constraints, unnecessary milestones, leads or lags on logic ties, and hammock type activities. Since float within the Construction Schedule is jointly owned, no time extensions will be granted nor delay damages paid until a delay occurs which extends the Work beyond the Contract completion date. Since float within the Construction Schedule is jointly owned, it is acknowledged that Trustees-caused delays on the Project may be offset by Trustees-caused time savings (i.e., critical path submittals returned in less time than allowed by the Contract, approval of substitution requests and credit changes which result in a savings of time to the Contractor, etc.). In such an event, the CM shall not be entitled to receive a time extension or delay damages until all Trustees-caused time savings are exceeded and the Contract completion date is also exceeded.

f. Comments made by the Trustees on the CM’s initial Construction Schedule during review will not relieve the CM from compliance with the requirements of the Contract Documents. The review is only for general conformance with the scheduling requirements of the Contract Documents. Upon the Trustees’ request, the CM shall participate in the review of the CM’s initial Construction Schedule submissions (including the original submittal, all update submittals, and any re-submittals). The Trustees may request the participation of trade contractors in these reviews, as determined necessary by the Trustees. All revisions shall be resubmitted within fifteen (15) Days after the Trustees’ review.

g. The submittal of a fully revised and acceptable CM’s initial Construction Schedule shall be a condition precedent to the processing of the second monthly payment application, unless the Trustees grant a time extension due to unusual circumstances.

h. The CM’s Construction Schedule shall provide a workable plan for monitoring the progress of all the elements of the Work, establish and clearly display the critical elements of the Work, forecast completion of the construction, and match the Contract duration in time. Exclusive of those activities for submittal review and material fabrication and delivery, activity duration shall not be less than one (1) nor more than thirty (30) Days, unless otherwise approved by the Trustees. In addition to the detailed network diagram, the CM shall submit the following reports with the original submittal and all updates and revisions: (1) Predecessor/Successor Report or a list showing the predecessor activities and successor activities for each

activity in the Construction Schedule. (2) Activity Report sorted by early start or a list showing each activity in the Construction Schedule, arranged

by early start dates.

i. The CM a shall submit an updated Construction Schedule to the Construction Administrator with a copy to the Architect five (5) Days prior to the submittal of the CM’s monthly payment request. The submittal of the Progress Schedule that satisfies the requirements of this Article, accurately reflects the status of the Work, revises the cash flow schedule, and incorporates all changes into the Construction Schedule, shall be a condition precedent to the processing of the monthly payment application. Progress Schedules shall also be submitted at such other times as the Trustees may direct. If the CM fails to comply or is late in compliance with this requirement, and the Trustees find it to be in their best interest to process the monthly payment, an amount not exceeding $10,000 shall be retained from each monthly progress payment until compliance is effected.

The CM’s monthly Progress Schedule update shall include a report containing a narrative that includes the following: CM’S PROGRESS SCHEDULE NARRATIVE REPORT OUTLINE

• CM’s transmittal letter • Description of problem tasks, referenced to field instructions, Requests for Information (RFIs), change orders

or claim numbers, as appropriate. • Current and anticipated delays not resolved by approved change order, including:

• Cause of the delay • Corrective action and schedule adjustments to correct the delay • Known or potential impact of the delay on other activities, milestones, and Project completion date

• Changes in construction sequence • Pending items and status thereof including but not limited to:

• Pending change orders • Time extension requests • Other items

• Contract completion date status: • If ahead of Construction Schedule, the number of Days ahead • If behind Construction Schedule, the number of Days behind


• Other Project or scheduling concerns • Updated network diagram with target bars shown. • Tabular report as specified in subdivision (h) above, including a listing of completed activities and activities

in progress. • Compact disc or other media with the latest data files as specified in subdivision (h) above.

If the CM makes revisions to the logic or durations of the approved schedule as part of the monthly updates, the CM shall submit a narrative detailing the revisions with the monthly update.

The CM shall set the schedule calculation setting for the monthly updates to retained logic, and may only utilize the progress override setting to identify the differential in the calculated finish date due to out of sequence progress. Should the differential in the Project completion exceed ten (10) Days utilizing the retained logic setting vs. the progress override setting, the CM shall revise the successor logic of the out of sequence activities to eliminate the differential.

j. If completion of any part of the Work, delivery of equipment or materials, or submission of the CM submittals is behind the approved Construction Schedule and will impact the end date of the Work past the Contract completion date (create negative float), the CM shall submit in writing, a revised Construction Schedule acceptable to the Trustees for completing the Work on or before the current Contract completion date. The revised Construction Schedule shall take some or all of the following actions: (1) Increase construction manpower in such quantities and crafts as shall substantially eliminate the backlog of

Work and meet the current Contract completion date. (2) Increase the number of working hours per shift, the number of shifts per day, the number of Work Days per

week, or the amount of construction equipment, or any combination of the foregoing sufficient to substantially eliminate the backlog of Work.

(3) Reschedule Work items to achieve concurrent accomplishment of Work activities.

Under no circumstances is adding equipment or construction forces, increasing the working hours, or employing any other method, manner, or procedure to return to the contractually required completion date justification for a change order or justification for a compensable acceleration, unless prior written approval is received from the Trustees.

k. Adjustment of Contract Times for Completion. In addition to the provisions in the Contract General Conditions, the Contract Time for completion of the Work will be adjusted in accordance with these procedures. (1) Time Impact Analysis.

Whenever the CM submits a request for an adjustment of the Contract Time for completion for changes or alleged delays, the CM shall also submit a complete Time Impact Analysis (TIA). The CM shall submit the TIA for review within seven (7) Days after the request. The Trustees will not grant time extensions unless substantiated by the TIA, and then not until the Project float becomes zero. If the CM fails to submit a TIA within the aforementioned time specified, then the CM shall be deemed by the Trustees to have agreed that there is no time impact and that the CM has irrevocably waived its rights to any additional Contract Time. The CM shall ensure that each TIA provides information justifying the request and stating the extent of the adjustment requested for each specific change or alleged delay. Each TIA shall be in the form and content acceptable to the Construction Administrator, and shall include, but not be limited to, the following: (a) A fragmentary critical path method type network (Fragnet) illustrating how the CM proposed to

incorporate the change or alleged delay into the current Monthly Baseline Schedule. (b) Identification of activities in the current Monthly Baseline Schedule which are proposed to be

amended due to the change or alleged delay, together with estimates and other appropriate data justifying the proposal.

The CM shall determine the TIA based on the date or dates when the change or changes were issued or the date or dates when the alleged delay or delays began. The status of the construction Project and TIA shall include event time computations for all affected activities including, but not limited to, Work around sequencing or recovery options to maintain the original Contract completion date. The Construction Administrator may require that the TIA be provided in order to demonstrate the time impact upon the overall Project and the time for completion, at no additional cost to the Trustees.

If the Construction Administrator finds, after review of the TIA, that the CM is entitled to any extension of time for completion, the Contract Time for completion will be adjusted accordingly by the Construction Administrator, and the CM shall then revise the Monthly Baseline Schedule accordingly.


(2) No time extensions shall be granted nor indirect costs paid unless the CM can clearly demonstrate the delay on the basis of the Progress Schedule current as of the month the change is issued or the delay occurred and which delay cannot be mitigated, offset, or eliminated through such actions as revising the intended sequence of Work or other means. The CM shall include field instructions and change orders in the revised Construction Schedule. Failure to include field instructions or change orders shall waive rights to a Contract Time extension or delay damages.

l. Once each week, or as approved in writing by the Trustees, the CM shall submit a Progress Schedule listing the activities begun, completed, and in progress in the past week, and the activities scheduled to begin, be completed or be in progress for the succeeding three (3) weeks. This schedule shall cover all Work activities listed on the Progress Schedule for the reporting period.

m. As a condition precedent to the release of retained funds, the CM shall, after completion of the Work has been achieved, submit a final CM’s Progress Schedule which accurately reflects the manner in which the Project was constructed and includes actual start and completion dates for all Work activities.

n. The Trustees may require a more detailed and comprehensive scheduling requirement. In this case, the schedule requirement shall be included in the Contract as Supplementary General Conditions.

4.18 Labor Force and Superintendent At all times the CM shall provide sufficient labor to properly prosecute the Work and to ensure completion of each part in accordance with the schedule and within the Contract time (Public Contract Code section 10843). The CM shall employ competent workers who are skilled in the type of Work required and whose workmanship is of the best, regardless of the quality of material. If, in the judgment of the Trustees, any person is incompetent or disorderly, the CM shall promptly remove such person from the Project and shall not re-employ such person thereon.

The CM shall retain the staffing in accordance with its response to the Request for Proposals. This Project staffing shall include a competent, full-time, on-site superintendent to represent the CM and to direct the Project at all times while any Work under this Contract is underway. The CM shall not replace a Superintendent without advanced written approval from the Trustees. If, in the judgment of the Trustees, the Superintendent is incompetent, unqualified, poorly performing or disorderly, the CM shall promptly remove such person from the Project and shall not re-employ such person thereon. In this event the Trustees shall approve the replacement Superintendent.

The Superintendent shall prepare a daily report that includes worker count, Work in progress, etc., and shall provide it to the Trustees upon request. If the CM does not supply the staffing in accordance with its Request for Proposals, the Trustees shall either demand that the prescribed staffing be supplied and/or credit back the value of the staffing not supplied.

The CM shall make certain that all trade contractors and subcontractors employed are properly licensed and are in good standing with the California Department of Industrial Relations.

4.19 Limitation of Construction Operations The CM shall limit the area and nature of the construction operations to that which is authorized in the Plans and Specifications or approved by the Trustees.

4.20 Coordination with Other Work The Trustees reserve the right to do other Work in connection with the Project or adjacent thereto by contract or otherwise, and the CM shall at all times conduct the Work so as to impose no hardship on the Trustees or others engaged in the Trustees’ Work nor to cause any unreasonable delay or hindrance thereto. Where two or more contractors are employed on related or adjacent Work, each shall conduct its operation in such a manner as not to cause delay or additional expense to the other.

The CM shall be responsible to others engaged in the related or adjacent Work for all damage to Work, to persons and to property, and for loss caused by failure to complete the Work within the specified time for completion. The CM shall coordinate its Work with the Work of others so that no discrepancies shall result in the Project.

4.21 Drawings Reflecting Actual Construction During the course of construction, the CM shall maintain drawings daily to show the Project as it is actually constructed. Every sheet of the plans and specifications that differs from the actual construction shall be marked, and sheets so changed shall be noted on the title sheets of the plans and specifications. All change orders shall be shown by reference to sketch drawings, and any supplementary drawings or change order drawings shall be included. The CM shall review the “as-built” drawings with the Architect and the Construction Inspector at least once a month to demonstrate that the CM is fully and accurately recording all changes that have occurred. The altered Contract drawings shall be sufficiently detailed so that future Work on the Project or in adjacent areas may be conducted with a minimum of difficulty. Before the completion of the Project, and before release of the final retention payments, the “as-built” drawings and specifications shall be transmitted to the Architect for further handling, with a copy of the transmittal to the Trustees and the University representative assigned to the Project.


4.22 Access for Inspection CM shall at all times permit the Trustees, the Architect, and the Construction Inspector and the Project Manager to visit and inspect the Work and the shops where Work is in preparation and shall maintain proper facilities and provide safe access for such inspection. Work requiring testing, inspection or verification shall not be covered up without such test, inspection, or approval. CM shall notify the Construction Inspector in writing at least one (1) Working Day before the Construction Inspector is required to inspect the Work. For a Project with part-time inspection, a minimum of two (2) Working Days written notification by CM to the Construction Inspector is required before the Construction Inspector is required to inspect the Work. a. Inspections on Premium Time. Premium time is defined as Work performed in excess of eight hours per day Monday through Friday and any Work

performed on Saturday, Sunday or holiday. Whenever the CM intends to perform Work during premium time, it shall provide a minimum of two (2) Working Days written notice of such intention before performing such Work. If such Work during premium time is discretionary and for the sole benefit of the CM, the premium cost of inspection shall be reimbursed to the Trustees.

b. Reinspections. The Trustees may back-charge all reinspection costs to the CM. c. Additional Inspections. If a fabricator or manufacturer of a material or equipment requiring inspection is inefficiently performing or

performing at multiple locations, then the Trustees may charge the Contractor for the extraordinary costs incurred.

4.23 Cleanup of Project and Site The CM shall clean up its Work at frequent intervals and at other times when directed by the Architect, the Inspector, or the Trustees. At all times while finish Work is being done, floors shall be kept broom clean. Upon completion of the Work, the CM shall promptly remove from the premises construction equipment and any waste materials not previously disposed of, leaving the premises thoroughly clean and ready for occupancy.

When two or more contractors are engaged in Work at or near the site, each shall be responsible for cleanup and removal of its own rubbish, equipment, and any waste materials not previously disposed.

In the event the CM does not maintain the Project or the Site clear of debris and rubbish in a manner acceptable to the Architect, the Trustees may, at their option, cause the Project or Site to be properly cleaned and may withhold the expense incurred therefor from payments due the CM.

4.24 Project Sign, Advertising The CM shall furnish and install a Project sign designed by the Architect required as part of the Work under the Contract. As a minimum, the sign shall be four feet by eight feet, made from three-quarter inch plywood. The sign shall identify the Project name, the Trustees, the Architect, and the CM. No advertising is permitted on the Project or Site without written permission from the Trustees.

5.00 - INTERPRETATION OF AND ADHERENCE TO CONTRACT REQUIREMENTS

5.01 Interpretation of Contract Requirements a. Correlation. Contract Documents shall be interpreted as being complementary, requiring a complete Project. Any requirement

occurring in any one of the Contract Documents is as binding as though occurring in all Contract Documents. Generally, the specifications address quality, types of materials and Contract conditions while the Plans show placement, sizes, and fabrication details of materials.

b. Conflicts. In the event of conflict in the Contract Documents, the priorities stated below shall govern:


(2) Supplementary General Conditions shall govern over Contract General Conditions. (3) Contract General Conditions shall govern over all sections of the specifications and any notation on the Plans.

No other section of the specifications shall modify the Contract General Conditions. (4) In case of conflict between Plans and Specifications, the Specifications shall govern. (5) Conflicts within the Plans:

(a) Material and equipment schedules, when identified as such, shall govern over all other portions of the plans.


(b) Specific notes shall govern over all other notes and all other portions of the Plans except the material and equipment schedules described in Article 5.01-b (5) (a), above.

(c) Larger scale drawings shall govern over smaller scale drawings. (d) Figured or numerical dimensions shall govern over dimensions obtained by scaling.

(6) In the event that provisions of codes, safety orders, Contract Documents, referenced manufacturers’ specifications or industry standards are in conflict, the more restrictive or higher quality shall govern.

c. Omissions. In the event of omissions in the Contract Documents, the following shall apply:

(1) If the Contract Documents are not complete as to any minor detail of a required construction system or with regard to the manner of combining or installing of parts, materials, or equipment, but there exists an accepted trade standard for good and skillful construction, such detail shall be deemed to be an implied requirement of the Contract Documents in accordance with such standard. “Minor Detail” shall include the concept of substantially identical components, where the price of each such component is small even though the aggregate cost or importance is substantial, and shall include a single component that is incidental, even though its cost or importance may be substantial.

(2) The quality and quantity of the parts or material so supplied shall conform to trade standards and be compatible with the type, composition, strength, size, and profile of the parts of materials otherwise set forth in the Contract Documents.

d. Quality. The quality of the Work by the CM shall be equal to or better than that required in the specifications, and if it is found

that the Work is of lesser quality, the specifications shall prevail.

5.02 Issuance of Interpretations, Clarifications, Additional Instructions By reaching agreement on the Guaranteed Maximum Price, the CM agrees that it has reviewed the Construction Documents and verified their adequacy and completeness for constructing the Project. CM agrees to supply and install all of the Work as identified or inferred in the Construction Documents necessary to provide a complete and operating facility. Some detailing, clarification, and coordination may be required, and this Work is included in the Guaranteed Maximum Price.

Should the CM discover design errors or design deficiencies in the Construction Documents or have any question concerning interpretation or clarification of the Construction Documents, the CM shall request in writing an interpretation, clarification, or additional detailed instructions, before proceeding with the Work affected. The written request shall be given to the Architect with copies to the Project Manager/Construction Inspector and the Trustees.

The Architect, with review as required by the Trustees, shall, within seven (7) Days, issue in writing the interpretation, clarification, or additional detailed instructions requested.

Should the CM proceed with the Work affected before receipt of the interpretation, clarification, or instructions from the Architect, the CM shall replace or adjust any Work not acceptable to the Architect and Trustees, and shall be responsible for any resultant damage or added cost.

Should the CM consider that it has been given direction to perform Work that it considers is significantly different from the Work shown on the approved Construction Documents, the CM must submit written notice thereof to the Architect within seven (7) Days following receipt of such direction, and in any event prior to commencement of Work thereon. The CM shall send copies of such correspondence to the Trustees and the Project Manager/Construction Inspector within this same seven (7) Days. Within seven (7) Days after the CM issues its written notice, the CM shall submit an explanation of how this direction constitutes Work significantly beyond the scope of the Contract, along with a detailed cost breakdown and an explanation of any delay impacts.

The Architect shall consider such notice and make a recommendation to the Trustees. If, in the judgment of the Trustees, the notice is justified, the direction shall be revised or the extra Work authorized by Contract change order or by field instruction with a change order to follow. If the Trustees decide that the claim is not justified, the Trustees shall give the CM a written order that the claim is not justified and direct the CM to perform such Work.

The CM must proceed with the Work upon receipt from the Trustees of a written order to do so, in accordance with the Architect’s interpretation of the Contract requirements. If the CM objects to the order, the CM must notify the Architect and the Trustees, in writing of its objection and the reasons therefor within seven (7) Days of receipt of the order. The CM shall have the right to have this claim later determined by a Claims Review Board pursuant to this Contract (see Article 7.01, Claims). When performing disputed Work, the CM shall prepare time and materials records for each day, and the Construction Inspector shall verify these records at the conclusion of each day. The CM shall have no claim for additional compensation because of such direction, unless it gives written notices required to the Architect within seven (7) Days as specified above.


5.03 Product and Reference Standards a. Product Designation. When descriptive catalog designations, including the manufacturer’s name, product brand name, or model number are

referred to in the Contract, such designations shall be considered as being those found in industry publications of current issue at the date specified in the Request for Proposals.

b. Reference Standards. When standards of the federal government, trade societies, or trade associations are referenced in the Contract by

specific date of issue, these shall be considered a part of this Contract. When such references do not bear a date of issue, the current and most recently published edition at the date specified in the Request for Proposals shall be considered a part of this Contract.

5.04 Shop Drawings, Samples, Alternatives or Equals, Substitutions a. Submittal Procedure. The CM shall review and approve all shop drawings. “Shop drawings” include drawings, diagrams, illustrations,

material and equipment schedules, performance charts, brochures and catalogs and other data prepared by the CM or any trade contractor, manufacturer, supplier or distributor, and which illustrate some portion of the Work. The CM shall promptly review and mark the shop drawing approved and submit to the Architect, so as to cause no delay in the Work, together with samples as required by the Contract and shall also submit any offers of alternatives or substitutions. At least six copies of shop drawings shall be submitted as well as additional copies as required by Architect. All such submittals shall be sent to the Architect at the address given in the instructions to the CM at the job start meeting. A letter shall accompany the submitted items which shall contain a list of all matters submitted and shall identify all deviations in the shop drawings and samples from the requirements of the Contract. Failure by the CM to identify all deviations may render any action taken by the Architect on the materials submitted to be void. Whether to void such action shall be in the discretion of the Architect. The letter and all items accompanying it shall be fully identified as to Project name and location, the CM’s name, and Contract number. By submitting the approved shop drawings and samples, the CM represents that the data contained therein have been verified with conditions as they actually exist and that the shop drawings and samples have been checked and coordinated with the Contract.

b. Samples. Samples are physical examples furnished by the CM to illustrate materials, equipment, color, texture, or workership,

and to establish standards by which the Work will be judged.

The Work shall be in accordance with the samples, submitted as required by the contract and reviewed by Architect. Samples shall be removed by the CM from the Site when directed by the Trustees. Samples not removed by the CM, at the Trustees’ option, will become the property of the Trustees or will be removed or disposed of by the Trustees at the CM’s expense.

c. Alternatives or Equals. For convenience in designation on the plans or in the specifications, certain materials or equipment may be designated

by a brand or trade name or the name of the manufacturer together with catalog designation or other identifying information, hereinafter referred to generically as “designated by brand name.” Alternative material or equipment which is of equal quality and of the required characteristics for the purpose intended may be proposed for use provided the CM complies with the following requirements: (1) The CM shall submit its proposal to the Architect for an alternative as “an equal” in writing prior to the date

of agreeing to a GMP (Public Contract Code section 3400). In exceptional cases where the best interests of the Trustees so require, the Construction Administrator may give written consent to a submittal or re-submittal received after the expiration of the time limit designated. The CM is responsible for timely submittal of its proposed “or equal.”

(2) No proposal will be considered unless accompanied by complete information necessary to permit determination of the equality of the offered materials or equipment. Samples shall be provided when requested by the Architect or the Trustees.

(3) The burden of proof as to the comparative quality and suitability of the offered materials or equipment shall be upon the CM. Where the material is specified by capacity or performance, the burden of proof shall be on the CM to show that any particular equipment or materials meet the minimum capacities or the performance requirements specified. The CM shall furnish at its own expense all information necessary for a determination as to whether the minimum capacities or performance requirements will be met.

The Architect shall be the judge of such matters. If the Architect rejects the use of any alternative materials or equipment, then one of the products designated by brand name shall be furnished.


If changes or delays are required for proper installation or fit of alternative materials, articles, or equipment, or because of deviations from Contract Documents, such changes or delays shall be made at the CM’s expense without recourse for reimbursement from the Trustees.

d. Substitutions. If the CM proposes a product that is of lesser or greater quality or performance than the specified material or

equipment, it must comply with these provisions of Article 5.04, but, in addition, the CM must submit any cost impact, and must pay the Architect’s fees associated with the review of this substitution. By submitting a substitute, the CM waives any rights to claim a delay due to the processing of this substitution. The time for submittal of a substitution of an unequal product shall be restricted to the period prior to the issuance of the construction Contract. The Trustees are not obligated to review or accept substitutions.

5.05 Quality of Materials, Articles and Equipment Materials, articles and equipment furnished by the CM for incorporation into the Work shall be new. When the Contract requires that materials, articles or equipment be furnished, but the quality or kind thereof is not specified, the CM shall furnish materials, articles or equipment at least equal to the kind or quality or both of specified materials, articles or equipment.

5.06 Testing Materials, Articles, Equipment and Work a. Materials, articles, equipment or other Work requiring tests are specified in the Contract. Materials, articles and equipment requiring tests shall be delivered to the Site in ample time before intended use to

allow for testing and shall not be used prior to testing and receipt of written approval. The CM shall be solely responsible for notifying the Trustees where and when materials, articles, equipment and Work are ready for testing. Should any such materials, articles, equipment or Work be covered without testing and approval, if required, they shall be uncovered at the CM’s expense. The Trustees have the right to order the testing of any other materials, articles, equipment or Work at any time during the progress of the Work. Unless otherwise directed, all samples for testing shall be taken by the Trustees from materials, articles or equipment to be used on the Project or from Work performed. All tests will be under the supervision of, and at locations convenient to, the Trustees. The Trustees shall select the laboratories for all tests. Decisions regarding the adequacy of materials, articles, equipment or Work shall be issued to the Trustees in writing.

b. All costs of the initial required tests shall be borne by the Trustees. The Trustees may decide to take further samples and tests, and if the results show that the Work was not defective,

the Trustees shall bear the costs of such samples and tests. c. In the event the results of such additional samples and tests show that the Work was defective, the CM shall bear the

cost of such samples and tests. Samples that are of value after testing shall remain the property of the CM. All retesting costs may be back-charged to the CM by the Trustees.

5.07 Rejection Should any portion of the Work done or any materials, articles or equipment delivered fail to comply with the requirements of the Contract, such Work, materials, articles or equipment shall be rejected in writing and shall immediately be made satisfactory to the Architect and the Trustees, by the CM, at no additional expense to the Trustees. Any Work that is rejected shall immediately be removed from the premises at the CM’s expense. The Trustees may retain one and one-fourth times the cost of the rejected materials, articles, equipment, and Work from any payments due the CM until it is made acceptable to the Architect and the Trustees. The Trustees may back charge the CM for design costs incurred in the correction of CM’s rejected Work.

5.08 Off-Site Testing The Trustees shall bear the cost of off-site testing up to a distance of fifty (50) miles from the Project site and up to one fabrication yard or manufacturing plant per manufactured item, for example, structural steel. The increased cost of testing due to the fabrication yard or manufacturing plant being beyond this fifty-mile radius shall be borne by the CM. The increased cost due to the use of multiple fabrication yards or manufacturing plants for similar materials shall be borne by the CM.

5.09 Responsibility of Quality The testing and inspection provided by the Trustees shall not relieve the CM of its responsibility for the quality of materials and workership provided by the CM, and the CM shall make good all defective Work discovered during or after completion of the Project.

6.00 - CHANGES IN THE WORK

6.01 Change Orders The Trustees reserve the right to issue written orders, or Field Instructions, to the CM, which shall be signed by the Construction Administrator. Through the use of Field Instructions, the Construction Administrator may direct changes in the Work at any


time prior to the acceptance of the Project without voiding the Contract, and CM shall promptly comply with such orders. By signing the construction Contract for the Guaranteed Maximum Price, the CM agrees that he has reviewed and accepted the Construction Documents as complete and that he has no right for change orders or extra Work due to conflicts, ambiguities or omissions in the Trade Contractor Contract Documents. The Trustees further agree that unforeseen Site conditions may be a basis for the issuance of a change order. The CM may request changes in the Work, but shall not act on the changes until approved in writing by the Trustees. Any change made without the Trustees’ written authorization shall be the responsibility of the CM; in this case, the Trustees will not increase compensation or extend time for a change involving greater expense to the CM and may reject changes. The consequent responsibility falls on the CM to replace at its own expense the changed Work with that originally specified (Public Contract Code section 10827).

On the basis set forth herein, the Guaranteed Maximum Price shall be adjusted for any written order or Field Instruction requiring a different quantity or quality of labor, materials or equipment from that originally required, and the partial payments to the CM, set forth in Article 8.02, Partial Payments, shall be adjusted to reflect the change. Whenever the necessity for a change arises, and when so ordered by the Trustees in writing, the CM shall take all necessary steps to halt such other Work in the area of the change that might be affected by the ultimate change. Changed Work shall be performed in accordance with the original Contract requirements except as modified by the change order. Except as herein provided, the CM shall have no claim for any other compensation due to changes in the Work (Public Contract Code section 10841). a. Proposed Change Orders. The Trustees shall issue to the CM a cost request bulletin via the Architect, for a proposed change order describing

the intended change, and shall require the CM to respond with a proposed amount to be added to or subtracted from the Contract price due to the change supported by a detailed estimate of cost (hereinafter called a change order request). Upon request by the Trustees, the CM shall permit inspection of the original Contract estimate, trade contract agreements, or purchase orders relating to the change. The CM shall also include in its response to the cost request bulletin, with substantiating detailed explanation, any request for adjustment in time of final completion of the Project that is directly attributable to the changed Work. CM’s failure to request adjustment of time on the change order request shall waive any right to subsequently claim an adjustment of the time for final completion based on the changed Work. The CM shall submit the change order request with detailed estimates and any time extension request thereon to the Architect and the Trustees within fifteen (15) Days after issuance of the cost request bulletin, with a copy to the Project Manager/Construction Inspector. If the change order request is not submitted within the required fifteen (15) Days, and the CM has not obtained the Architect’s and the Trustees’ permission for a delay in submission, the Trustees may order the CM, in writing, to begin the Work immediately, in accordance with 6.01-d, Allowable Time Extensions, or Article 6.02, Emergency Changes, and the Contract price shall be adjusted in accordance with the Trustees’ estimate of cost, unless the CM, within fifteen (15) Days following completion of the changed Work, presents proof convincing to the Trustees that the Trustees’ estimate was in error. For any amount to be added to the Contract price for the changed work, the Trustees shall determine payment will be made in one of the following three ways: a lump sum amount, time and materials with a guaranteed maximum price, or time and materials with no guaranteed maximum price. If either of the latter two methods is agreed upon, the CM shall keep and submit time and materials records verified daily by the Construction Inspector to substantiate its costs and to furnish such proof.

When the Trustees and the CM agree on the amount to be added to or deducted from the Contract price and the time to be added to or deducted from the completion date, and a Contract change order is signed by the Trustees and the CM, the CM shall proceed with the changed Work. When the Trustees and the CM agree to the adjustment in the CM’s compensation for the performance of changed Work, but fail to agree to the time adjustment for such Work, the CM shall proceed with the Work at the agreed price, reserving the right to further pursue its claim for a time adjustment (see Article 4.16-d, Adjustment of Contract Time Due to Acts of the Trustees or the Architect). Any costs incurred to acquire information relative to a proposed change order shall not be borne by the Trustees.

b. Allowable Costs Upon Change Orders. The only estimated or actual costs which will be allowed because of changed Work, and the manner in which such

costs shall be computed, shall be in accordance with the following eight provisions. In submitting a change order request, the CM affirms that the cost is submitted in good faith, that the cost is accurate and is in accordance with the provisions of the Contract requirements, and the CM submits the cost recognizing the significant civil penalties and treble damages which follow from making a false claim or presenting a false claim to the Trustees (Government Code section 12650 et seq.). Direct cost is defined as the actual cost of Work before the application of any mark-ups for overhead and profit. In addition to items identified in the following provisions, direct cost items may include: hoisting, clean-up (both periodic and final), trash removal, traffic control, and dust control. (1) Labor.

Costs are allowed for the actual payroll cost to the CM for labor, field supervision of changed Work, (but not field office supervision nor indirect supervision) and engineering or technical services directly required for the performance of the changed Work (but not site management such as field office estimating, clerical,


purchasing, as-builts, change order coordination, or warranty). Costs include payments, assessments, or benefits required by lawful labor union collective bargaining agreements, compensation insurance payments, contributions made to the State pursuant to the Unemployment Insurance Code, and for taxes paid to the federal government required by the Social Security Act.

No labor cost will be recognized at a rate in excess of the wages that are paid by the CM for similar Work on the Project at the time the Work is performed, nor will the use of a classification which would increase the labor cost be permitted unless the CM established to the satisfaction of the Trustees the necessity for use of such higher classifications of workers. The CM and trade contractors shall submit a fully detailed breakdown of the cost of every labor classification to be utilized on a proposed change on the Hourly Labor Rate Worksheet. The Trustees may verify wage and burden per Article 4.02-a, Prevailing Wage, subdivision (6). The unit cost of labor shall be an accurate accounting of actual costs paid in accordance with the allowances herein, and it shall be submitted under penalty of perjury.

(2) Materials. CM’s costs are allowed for the cost of the materials directly required for the performance of the changed Work. Such cost of materials may include the costs of transportation, sales tax, and delivery if necessarily incurred. If a trade discount by the actual supplier is available to the CM, it shall be credited to the Trustees. If the materials are obtained from a supply or source owned wholly or in part by the CM, payment therefor will not exceed the current wholesale price for such materials. Cost for consumed materials may be charged on a reasonably estimated basis, but may not be a percentage of labor.

If, in the opinion of the Trustees, the cost of materials is excessive, or if the CM fails to furnish satisfactory evidence of the cost from the actual suppliers thereof, then in either case the cost of the materials shall be deemed to be the lowest wholesale price at which similar materials are available in the quantities required at the time they were needed. The Trustees reserve the right to furnish such materials as they deem advisable, and the CM shall have no claim for costs or profits on material furnished by the Trustees.

(3) Equipment. CM’s costs are allowed for the actual cost of the use of equipment directly required in the performance of the changed Work except that no payment will be made for time while equipment is inoperative due to breakdowns or for non-working days. The rental time shall include the time required to move the equipment to the Project site from the nearest available source for rental of such equipment, and to return it to the source. If such equipment is not moved by its own power, then loading and transportation costs will be paid. However, neither moving time nor loading and transportation costs will be paid if the equipment is used on the Project in any other way than upon the changed Work. Individual pieces of equipment having a replacement value of $200.00 or less shall be considered to be small tools or small equipment, and no payment therefor will be made unless it has been rented specifically for the changed Work. Consumed equipment or tools, such as paint brushes, rollers, drill bits, etc. may be charged on an actual or reasonably estimated cost basis and are not to be charged as a percentage.

For equipment owned, furnished, or rented by CM, no cost therefor shall be recognized in excess of the rental rates established by distributors or equipment rental agencies in the locality where the Work is performed.

The amount to be paid to CM including mark-up for the use of equipment as set forth above shall constitute full compensation to CM for the cost of fuel (unless CM has demonstrated that mark-up does not cover consumed fuel cost), power, oil, lubrication, supplies, small tools, small equipment, necessary attachments, repairs and maintenance of any kind, depreciation, storage, insurance, and any and all costs to CM incidental to the use of such equipment. Equipment operators shall be paid for as provided in Article 6.01-b (1), above.

(4) Mark-ups on Change Orders. The mark-ups allowed on the direct cost of changed Work include all incidental overhead support costs and profit. Such incidental overhead support costs include: estimating and purchasing; indirect supervision and Project management; home office overhead; site overhead including facilities and utilities; change order coordination; as-built drawings; warranties; bonds; liability insurance including labor; and small tools. Any incidental overhead support cost not expressly identified herein shall be included in the CM’s mark-up. No mark-up on mark-up is permitted. If the trade contractor is owned, partially owned, or has a shared profits arrangement with the CM, any mark-up otherwise applicable to a change shall be reduced in proportion with the shared profits.

(5) Work by Trade Contractors and Vendors. For any portion of the changed Work which is to be performed by a subcontractor (any tier), the CM shall furnish to the Trustees a detailed estimate prepared and signed by trade contractor of the cost to trade


contractor for performing the changed Work. At the option of the Trustees, a lump sum estimate of such cost to trade contractor may be accepted in lieu of the detailed estimate. The combined costs for trade contractor’s overhead, profit, taxes, indirect supervision, insurance, bonds, warranty and any other costs not specifically allowed by Article 6.01-b (1), (2) and (3), shall not exceed fifteen (15) percent on the first $50,000 of the direct cost; thereafter, ten (10) percent on the balance beyond $50,000. The maximum allowable mark-up of trade contractor on any subcontractor tiers shall be seven (7) percent. The aggregate mark-ups allowed by trade contractors and multiple-tiered subcontractors shall not exceed twenty-six (26) percent of the direct cost on the first $50,000, thereafter, twenty-one (21) percent on the balance beyond $50,000. Estimates of the amount to be deleted from trade contractor’s portion of the Work shall be gross value of the deducted Work plus at least six percent for overhead, bonds, insurance, and related savings added to the direct value of the deleted Work. For changed Work to be furnished by a vendor, the CM shall furnish upon demand of the Trustees, a lump sum estimate of the cost of the items including taxes and cartage to the CM prepared by the vendor. No vendor mark-up for overhead, profit, layout, supervision or bonds will be allowed for changed Work furnished by a vendor.

(6) CM Mark-up for Added Work. When changed/added Work is performed by a trade contractor, the CM may add no more than ten (10) percent mark-up to the trade contractor’s total direct cost estimate (excluding the trade contractor’s mark-up) for such Work on the first $50,000; thereafter the mark-up is seven (7) percent on the balance beyond $50,000. The CM’s ten percent mark-up in this case is for profit, overhead, insurance, taxes, indirect supervision, bonds, warranty and any other costs not specifically allowed by Article 6.01-b (1), (2) and (3). Also refer to Article 4.09-e, Utilities, for special mark-up on repair of utilities. The CM may add up to fifteen (15) percent to its direct cost when self-performing the changed Work on the first $50,000 and ten (10) percent thereafter on the balance beyond $50,000.

(7) Credit for Deleted Work. Where an entire item or section of Work is deleted from the Contract, the entire trade contract or subcontract value or bid value shall be considered the appropriate deduction less the value of Work performed, and shall have at least six percent mark-up added thereto for the CM’s saved overhead, bonds and insurance. If the subcontract value or bid value is not identifiable, then the amount to be deducted from the Contract amount shall be the estimated value of the deducted Work plus at least six percent for saved overhead, bonds and insurance. The value submitted on the schedule of values shall be used to calculate the credit amount, and may not be further marked up if it includes the value for general conditions (overhead, bonds, insurance, etc.).

For proposed change orders that involve both added and omitted Work, the CM shall separately calculate its total added costs and its total deducted costs, and then shall sum its total added and deducted costs, resulting in the CM’s net cost for the change order. The CM shall then apply the mark-up to this net cost. Similarly, the CM shall separately calculate each trade contractor’s total added costs and total deducted costs, and shall then sum each trade contractor’s total added and deducted costs, resulting in each trade contractor’s net cost for the change order. If the resulting net costs for each trade contractor will increase the Contract price, then the CM shall apply separate mark-ups for added Work as specified in Article 6.01-b (6). If the resulting net costs for each trade subcontractor will decrease the Contract price, then the CM shall apply separate mark-ups for deleted Work as specified in Article 6.01-b (7). For example: CM – net cost is $30,000, CM’s mark-up is 15%, or $4,500. Trade Contractor A – net cost is $20,000, CM’s mark-up is 10%, or $2,000. Trade Contractor B – net cost is <$10,000>, CM’s mark-up is six percent, or <$600>. The CM’s total mark-up for this example change order is $5,900.

(8) Market Values. Cost for added Work shall be no more than market values prevailing at the time of the change, unless the CM can establish to the satisfaction of the Trustees that it investigated all possible means of obtaining Work at prevailing market values and that the excess cost could not be avoided.

When a change order deletes Work from the Contract, the computation of the amount thereof shall be the values which prevailed at the time bids for the Work were opened, if the Work is contained in a subcontract agreement or purchase order executed at or near the time bids were opened.

c. Failure to Agree as to Cost (1) For Added Work.

Notwithstanding the failure of the Trustees and the CM to agree as to the cost of the proposed change order, the CM, upon written order from the Trustees, shall proceed immediately with the changed Work. A Field


Instruction or letter signed by the Trustees shall be used for this written order. At the start of each day’s Work on the change, the CM shall notify the Trustees in writing as to the size of the labor force to be used for the changed Work and its location. Failure to so notify may result in the non-acceptance of the costs for that day. At the completion of each day’s Work, the CM shall furnish to the Construction Inspector a detailed summary of all labor, materials, and equipment employed in the changed Work. The Construction Inspector will compare his/her records with CM’s daily summary and may make any necessary adjustments to the summary. After the Construction Inspector and the CM agree upon and sign the daily summary, the summary shall become the basis for determining costs for the additional Work. The sum of these costs when added to an appropriate mark-up will constitute the payment for the changed Work. The Trustees, however, may make subsequent adjustments, based on later audits. When changed Work is performed at locations away from the job site, the CM shall furnish in lieu of the daily summary, a summary submitted at the completion of the Work containing a detailed statement of labor, material, and equipment used in the Work. This latter summary shall be signed by the CM who shall certify thereon under penalty of perjury that the information is true, and the costs are as allowed in Article 6.01-b (1), (2) and (3). If changed Work is to be paid based on time and materials, a credit for deleted Contract Work shall be included. Mark-up shall be as provided in Article 6.01-b (4), (5), (6) and (7).

The CM shall maintain and furnish on demand of the Trustees itemized statements of cost from all vendors and trade contractors who perform changed Work or furnish materials and equipment for such Work. All statements must be signed by the vendors and the trade contractors.

(2) For Deleted Work. When a proposed change order contains a deletion of any Work, and the Trustees and the CM are unable to agree upon the value thereof, the Trustees’ estimate may be deducted from the Contract price and may be withheld from any payment due the CM until the CM presents proof convincing to the Trustees that the Trustees’ estimate was in error. The amount to be deducted, other than deletion of an entire item as addressed in Article 6.01-b (7), shall be the costs to the CM for labor, materials, and equipment which would have been used on the deleted Work together with the credit mark-up. The provisions of Article 6.01-b shall be followed in computing the amounts involved for changes other than deletion of an entire item.

d. Allowable Time Extensions. For any change in the Work, the CM shall be entitled only to such adjustments in time by which completion of the entire Work is delayed due solely to performance of the changed Work. However, no extension of time shall be granted for a change in the Work unless the CM demonstrates to the satisfaction of the Trustees that the Work is on the critical path and submits an updated CPM schedule showing that an extension of time is required and that the CM is making, or has made, every reasonable effort to guarantee completion of the additional Work called for by the change within the time originally allotted in the Contract (Public Contract Code section 10842).

Adjustment in Contract time shall be on a calendar day basis, except that if the new Contract completion date falls on a Saturday, Sunday, or legal holiday, it shall be extended through the next full Working Day. Such adjustment is applicable only once in the course of a Contract, and should occur only at the end of the Contract. Attention is directed to Article 4.16, Contract Time, and Article 4.17, Schedule.

e. Use of CM’s Contingency (1) If there is an omission or correction in the Construction Documents that should have been identified through

a reasonable constructability check and coordination review of the Construction Documents by the CM, then the CM shall purchase and install the omitted equipment or material utilizing the CM’s contingency. The CM shall obtain the Trustees’ approval of the use of any of the CM’s contingency, and this approval shall not be unreasonably withheld.

(2) The CM shall not include mark-up for overhead and profit on changes necessitated by omissions or corrections to the Construction Documents that should have been identified by a reasonable constructability check and coordination review.

The CM shall not utilize the CM Contingency to pay OCIP and/or BRIP insurance deductibles described in Articles 4.06-b and 4.06-c.

(3) With each monthly payment request, the CM shall submit an accounting of the CM’s use of their contingency, along with a documentation of the Trustees’ approval. This accounting shall be presented to the Trustees as a draw against the CM’s contingency.

f. Use of Allowances The Trustees limit the use of allowances; however, the Trustees shall approve the use of any allowance, on a case by case basis. If the Trustees so approve, allowances may only be used for specific and discrete scopes of Work that were indeterminate at the time of producing the GMP, such as for trades where the CM did not receive a bid, when the CM


is self-performing Work, or when review of trade bids reveals necessary Work that is not included. The CM shall not aggregate allowances to create another Project contingency; the CM bears the cost risk of completing the Work covered by a CM Allowance, and shall return unused portions of the CM Allowance to the Trustees in a credit change order. The Trustees are responsible for the estimate on a Trustees’ allowance.

The CM shall only use allowances for their identified specific and discrete purpose. The CM may not use allowance balances to make up deficits on other line items. The Trustees shall authorize each debit from an allowance in writing, using a field instruction. The CM shall maintain a detailed cost accounting, including allowances, and submit it with the monthly payment application for the Trustees’ approval. The trade contractors shall mark up direct cost items in accordance with this Article 6, however, Trustees will not award to CM additional mark-ups or fees on allowances.

6.02 Emergency Changes Changes in the Work agreed by the Trustees to be necessary due to unforeseen Site conditions, discovery of errors in plans or specifications requiring immediate clarification in order to avoid a serious Work stoppage, changes of a kind where the extent cannot be determined until completed, or under any circumstances whatsoever when deemed necessary by the Trustees are kinds of emergency changes which may be authorized by the Trustees in writing to the CM. The CM shall commence performance of the emergency change immediately upon receipt of written direction from the Trustees.

If agreement is reached as to compensation and/or time adjustment for the purpose of any emergency change, then compensation and/or time extension, as appropriate, will be as provided in Article 6.01 relating to ordinary changes. If agreement is not reached as to compensation and/or time adjustment at the time of commencing the emergency change, then compensation and/or time extension, as appropriate, will be as provided in Article 6.01-d, that is, time and materials records and summaries shall be witnessed and maintained until either a lump sum payment and/or a time extension, as appropriate, are agreed upon, or the changed Work is completed.

7.00 - CLAIMS AND DAMAGES

7.01 Claims a. Claim and Dispute Submittals. Any dispute related to this Contract or its breach that is not resolved by agreement shall be promptly submitted in

accordance with this Article 7.01, with adequate supporting data. Adequate supporting data shall include, but is not limited to a statement of the reasons for the asserted entitlement, the certified payrolls, invoice(s) for material and equipment rental, an itemized breakdown of any adjustment sought, and supporting schedules.

At the time of submission of any claim, the CM shall certify as follows:

SUBMISSION UNDER PENALTY OF PERJURY

“I, (insert full name) , am the (insert title--must be an Officer) of (insert name of firm , and I declare under penalty of perjury under the laws of the State of California and do personally certify and attest that: I have thoroughly reviewed the attached claim for additional compensation and/or extension of time, and know its contents, and said claim is made in good faith; that the supporting data is truthful and accurate; that the amount requested accurately reflects the contract adjustment for which I believe the Trustees are liable, and further, that I am familiar with California Penal Code section 72 and California Government Code section 12650 et seq. , pertaining to false claims, and further know and understand that submission or certification of a false claim may lead to fines, imprisonment and/or other severe legal consequences.”

BY: (signature) Date: (insert date of signature)

CM’s submission of a claim, properly certified, with all required supporting documentation, and Trustees’ written rejection or denial of all or part of the claim(s) are conditions precedent to any action, proceeding, litigation, suit, or demand for arbitration by the CM.

b. CM’s Claim(s) – Notice of Claim. In accordance with Article 5.02 (Issuance of Interpretations, Clarifications, Additional Instructions), should the CM disagree with the determination of the Trustees on a matter that substantially affects the CM’s costs, compensation or extent of Work, the CM shall file a preliminary claim with the Trustees. For purposes of this Article 7.01, “claim” means a separate demand by CM, sent by registered or certified mail with return receipt requested, for one or more of the following: (1) A time extension for relief from damages or penalty for delay; (2) Trustees’ payment which is not otherwise expressly provided or to which the CM is not otherwise entitled.


(3) Payment of an amount that is disputed by the Trustees. (4) Subcontractor claims.

c. Actions Prior to Claims Review Board (1) CM’s Claim Submittal / Documentation. CM submitted its claim in accordance with Article 7.01, subsections ‘a’ and ‘b’.

(2) Trustees’ Review of CM’s Claim upon Receipt. The Trustees shall conduct a reasonable review of the claim upon receipt and, within a period not to exceed

45 days, shall provide the CM a written statement identifying disputed and undisputed portions of the claim. Upon receipt of the claim, the Trustees and CM may, by mutual agreement, extend the time provided herein.

The Trustees’ failure to issue a written statement shall result in the rejection of the claim in its entirety. A claim that is denied by reason of the Trustees’ failure to respond to the claim or to meet the time requirements contained herein shall not constitute an adverse finding regarding the merits of the claim or the responsibility/qualifications of the CM.

(3) Trustees’ Payment of Undisputed Portion of Claim. The Trustees shall pay the undisputed portion of the claim within 60 days after issuing the written statement.

d. Informal Meet and Confer Conference (1) If CM disputes the Trustees’ response, or if the Trustees fail to respond to CM’s claim within the time

prescribed, the CM may demand in writing an informal conference to meet and confer for settlement of the issues in dispute. Upon receipt of a demand in writing sent by registered or certified mail with return receipt requested, the Trustees shall schedule a meet and confer conference within 30 days for settlement of the dispute.

(2) Post-Meet and Confer Conference Within ten business days following conclusion of meet and confer conference, the Trustees shall provide CM

a second written statement identifying the portion of the claim that remains in dispute and the portion that is undisputed. The Trustees shall pay the undisputed portion within 60 days after the Trustees issue the second written statement.

e. Nonbinding Claims Review Board Any remaining disputed portion of the claim shall be submitted to nonbinding Claims Review Board. If the Claims

Review Board is unsuccessful, CM may submit the disputed portion of the claim to mediation.

f. CM Submission of Unresolved Claims. CM shall submit all claims in writing in accordance with this Article 7.01 to the Trustees no later than 30 Days after the County Recorder’s recordation date on the Trustees’ Notice of Completion. The CM’s failure to submit its claims to the Trustees within this 30-Day period shall constitute a waiver by the CM of such claims. Once the claims have been submitted, and the 30 Days after the County Recorder’s recordation date on the Notice of Completion have expired, CM may not submit any additional claims. CM shall have 30 additional Days in which to submit six copies of a total and detailed claims package. Failure to submit the full detailed package within this second 30-Day period shall constitute a waiver by the CM of such claims.

f. False Claims. CM submits the claim recognizing the significant civil penalties and treble damages, which follow from making a false claim or presenting a false claim to the Trustees (see Government Code sections 12650 et seq.).

h. Trustees’ Claim(s) Submittal. The Trustees shall submit a rebuttal to the CM’s claim, along with any Trustees’ claims to the Claims Review Board

within a reasonable time after the submission by the Contractor of a total and detailed claims package or the expiration of the time to file CM’s claims.

i. CM Rebuttal to Trustees’ Claims. Upon submission of any Trustees claims, the CM shall have an additional 30-day period to submit to the Claims

Review Board the CM’s rebuttal to the Trustees’ claims.

j. Claims Review Board. The Trustees will convene a Claims Review Board to hear the submitted claims at the completion of the Project. Each Claims Review Board shall continue to function until the members review all pertinent facts and arrive at a recommendation. The Assistant Vice Chancellor for Capital Planning, Design and Construction, or a designee administers the Claims Review Board process. These administrative responsibilities include, but are not limited to, selection of the Claims Review Board members, determination of the time and location of the hearing, and application


of the Claims Review Board procedures. The Claims Review Board is comprised of representatives of the California State University, which may include representatives of Capital Planning, Design and Construction staff who have not had any direct connection to the Project. It is a neutral, lay dispute resolution board, in which an independent third-party board assists the parties in dispute resolution though negotiation or by issuance of an evaluation or recommendation. Attorneys and third party claims specialists may not participate in the hearings, with the exception of scheduling consultants. The Board’s recommendation will be made as soon as possible after the conclusion of the hearing, and that recommendation is made to the appropriate University official and the Assistant Vice Chancellor of Capital Planning, Design and Construction.

The decision to accept or reject the Board’s recommendation is the responsibility of either the University official, if the Project was administered by the University, or the Assistant Vice Chancellor, if the Project was administered by Capital Planning, Design and Construction. The decision of the University official or the Assistant Vice Chancellor (as appropriate) exhausts the Contractor’s contractual and administrative remedies with the Trustees.

k. Actions Post Claims Review Board. (1) Initial Mediation. Should a dispute remain unresolved following exhaustion of the Claims Review Board process, the parties

shall attempt in good faith first to mediate such dispute and use their best efforts to reach agreement on the matters in dispute.

Within ten business days after the disputed portion has been identified in the Trustees’ second written statement, the Trustees and CM shall mutually agree to a mediator, for which the Trustees and the CM shall share the costs equally. If CM and Trustees cannot agree on a mediator, each party shall select a mediator, and these mediators shall select a qualified neutral third party to mediate with regard to the disputed portion of the claim. Each party shall bear the fees and costs charged by its respective mediator in connection with the selection of the neutral mediator.

(2) Other Dispute Resolution. If, on completion of such mediation, the parties are unable to agree and settle the dispute, then the dispute

may be pursued in litigation or through some other dispute resolution technique, except arbitration.

7.02 Delay in Completion--Liquidated Damages If the Work is not completed within the time required, damage will be sustained by the Trustees. It is, and will be, impractical and extremely difficult to determine the actual damage that the Trustees will sustain by reason of the delay. It is therefore agreed that the CM will pay to the Trustees the sum of money stipulated per Day in the Contract for each Day’s delay in completing the Work beyond the time prescribed. See Article 8.01, Acceptance. If the CM fails to pay such liquidated damages, the Trustees may deduct the amount thereof from any money due or that may become due the CM under the Contract (Public Contract Code section 10826). If the Trustees have occupancy of all or the majority of the Project and can use it for its intended purpose, including operation of fire and life safety systems, the Trustees may reduce the amount of assessment of liquidated damages (if it is determined to be in the best interest of the Trustees). In this case, the Trustees may reduce the liquidated damages assessment to $500 per Day or half of the value originally stipulated per Day, whichever is higher. The Trustees’ assessment of liquidated damages shall not commence on a Saturday, Sunday or legal holiday.

7.03 Termination for Cause If the Trustees deem that CM has failed to supply an adequate working force or material of proper quality, or CM has failed in any other respect to prosecute the Work with the diligence and force as required by the Contract, then the Trustees may take any of the actions authorized by Public Contract Code section 10843 et seq. The CM’s failure to complete a punch list with diligence is an example of a failure to prosecute the Work with the diligence and force required by the Contract.

If the costs of finishing the Work exceed the unpaid balance of the Contract sum, the CM shall pay the difference to the Trustees.

If it is subsequently determined that grounds for termination under this Article do not exist, then the CM shall be deemed to have been properly terminated for convenience under Article 7.04, Termination for Convenience.

7.04 Termination for Convenience After the third payment request or 90 Days, whichever comes first, the Trustees may terminate this Contract or any part thereof, for its sole convenience and without cause. Unless Trustees direct otherwise, upon written notice from the Trustees of such termination, the CM shall: a. Stop all Work under the Contract except that specifically directed to be completed before suspension of the Work.

b. Perform Work the Trustees deem necessary to secure the Project for termination.

c. Remove equipment and plant from the Site of the Work.

d. Take such action as is necessary to protect materials from damage.


e. Notify all trade contractors, subcontractors and suppliers that the Contract has been terminated, and that their contracts or orders are not to be further performed unless otherwise authorized in writing by the Trustees. Reference Articles 4.05, Delegation of Performance and Assignment of Money Earned, and 7.05, Assignment of Trade Contracts.

f. Provide the Trustees with an inventory list of all materials previously produced, purchased or ordered from suppliers for use in the Work and not yet used in the Work, including their storage locations, and such other information as the Trustees may request.

g. Handle materials not yet used in the Work as directed by the Trustees. The CM shall provide the Trustees with good title to all materials purchased hereunder, including materials for which partial payment has been made.

h. Subject to prior written approval of the Trustees, settle all outstanding liabilities and all claims arising out of trade contracts, subcontracts or orders for materials terminated hereunder. To the extent directed by the Trustees, the CM shall assign to the Trustees all the right, title and interest of the CM under trade contracts or orders for materials terminated hereunder.

i. Furnish the Trustees with the documentation required to be furnished by the CM under the provisions of the Contract.

j. Take such other actions pertinent to terminating the Contract as the Trustees may direct.

k. Remain liable for any defective construction completed before termination.

The CM shall be paid in accordance with the provisions of Article 8.02, Partial Payments, with the following exception. The amount due the CM shall be based upon the Trustees’ final estimate of the actual Work completed, or acceptable materials furnished but not used, to the date of suspension of the Work, less any amounts required to be withheld pursuant to Article 8, Payment and Completion, and less any prior payment(s) made to, or on account of the CM.

7.05 Assignment of Trade Contracts Should the Trustees terminate CM’s control over the Work under Article 7.03, Termination for Cause, or 7.04, Termination for Convenience, the Trustees may elect to take legal assignment of trade contracts and purchase orders. In such an event and as a condition of receiving the payments referenced in these Articles, the CM shall, , execute and deliver all papers and take all steps, including the legal assignment to the Trustees of trade contracts, purchase orders and other contractual rights of the CM, as the Trustees may require. This will be done to fully vest in the Trustees all rights and benefits of the CM under such trade contracts, purchase orders, or other contractual rights in order that the Trustees may proceed to finish the Project.

7.06 Third-Party Claims The Trustees have full authority to compromise or otherwise settle any claim relating to a Contract at any time. However, the Trustees shall notify CM of the receipt of any third-party claim relating to the Contract (Public Contract Code section 9201).

8.00 - PAYMENT AND COMPLETION

8.01 Acceptance When the Project has been completed in all respects in accordance with the plans and specifications, to the full satisfaction of the Trustees, the Trustees will file a Notice of Completion with the County Recorder in the county in which the Project is located. Projects bid with a segregation of costs for separate, independent portions may, at the Trustees’ discretion, have each of the separate portions accepted individually. The date of acceptance of the Project as stated on the Notice of Completion shall be the official completion date relating to liquidated damages. Acceptance shall be final and conclusive except for latent defects, gross mistakes amounting to fraud, audit rights, or Trustees’ rights under any warranty or guarantee.

The County Recorder’s date of recording on the Notice of Completion, if filed timely (within fifteen (15) Days of acceptance), shall be the official completion date relating to stop payment notices. All stop payment notices must be filed with the Trustees within 30 Days after the County Recorder’s recordation date on the Trustees’ timely filed Notice of Completion. All claims arising from this Contract shall be submitted in writing to the Trustees no later than 30 Days after the recordation date on the Trustees’ Notice of Completion. See Article 7.01, Claims.

8.02 Partial Payments To assist in computing partial payments, the CM shall submit to the Architect, the Construction Inspector, and the Trustees a “Schedule of Values” of the CM’s actual and estimated costs for each item of Work, including approved change orders. The cost breakdowns shall be in sufficient detail for use in estimating the Work to be completed each month and shall be submitted within 21 Days after the date of commencement of Work given in the Notice to Proceed. The CM shall also provide the breakdown of the awarded Contract value by completing the Uniformat Building Systems form. This information is valuable to the Trustees for budgeting purposes, and shall be submitted by the CM to the Construction Administrator along with the initial submittal of the Schedule of Values.


Once each month during the progress of the Work, the CM shall submit to the Construction Administrator a partial payment request that has been received and agreed to by the Architect and the Trustees’ Project Manager/ Construction Inspector. The CM shall base the partial payment request on the approved schedule of values for the cost of the Work completed plus, where applicable, a maximum of 90% of the verified supplier-invoiced amount and CM-purchased acceptable materials delivered to the Site or stored subject to the control of the CM but identified as the property of the Trustees and not yet installed and as allowed on the Contract Payment Request Form 702.12, line 2-f. The CM must make any materials stored offsite accessible to the Trustees to verify invoiced value and shall deliver these materials to the Trustees upon request. When submitting a request for payment for materials, the CM shall submit the Request for Materials On Hand, Form 702.17, with its partial payment request.

The partial payment request shall be submitted on the monthly anniversary of the day selected by the CM in the job start meeting. The amount requested shall be based on the Schedule of Values multiplied by the percentage of Work completed including the CM's Fee, prorated based on the percentage of Work completed. If requested by the Trustees, the CM shall submit a detailed cost report including additional substantiation such as trade contractor payments, material invoices, payrolls for all labor, and other such data supporting the CM's right to payment. The detailed cost report shall be forwarded to the Construction Administrator no later than seven (7) Days following receipt of the request.

The Architect and Construction Inspector shall review and certify as to the validity of the request, which, if the request includes an invoice for materials, then it shall include an inspection by the Construction Inspector of materials invoiced. No partial payment shall be made without the certification of the Architect, unless the partial payment is strictly administrative, and is processed after the completion of the Work (e.g. release of stop payment notice claims).

Partial payment requests shall be processed with five percent retention. The Trustees hold this retention in part as security for the fulfillment of the Contract by CM. The Trustees will withhold sufficient funds in addition to the retention to cover for anticipated liquidated damages, stop payment notices, Labor Code wage and penalty assessments, unacceptable Work, punch list Work, and Trustees’ back-charges such as for retesting and re-inspection. The Trustees will withhold monies from partial payments for incomplete punch list Work in addition to retention. The Trustees shall not process partial release of retention before Contract completion (Public Contract Code section 10851) unless the Project is phased with a segregation of costs per Articles 8.01 and 8.05.

Partial payments shall not be construed as acceptance of any Work that is not in accordance with the requirements of the Contract. Once the Architect and the Construction Inspector have certified the partial payment request, it shall be submitted to the Trustees’ Construction Administrator for approval and processing (Public Contract Code section 10851). Payment will then be processed in accordance with the section 10853 of the Public Contract Code. Such procedure provides for 39 days processing, from the date of receipt by the Construction Administrator, prior to assessment of late payment interest.

8.03 Direct Construction Cost of the Work The term “direct construction cost of the Work” shall mean costs necessarily incurred by the CM in the proper performance of the Work. Such costs shall be at rates not higher than the standard paid at the place of the Project except with prior written consent of the Trustees. The “direct construction cost of the Work” shall include only the following items set forth in this Article 8.03, Direct Construction Cost of the Work, and further defined in the Request for Proposals under Classification of Project Costs (Table A). a. Labor Costs.

(1) Wages of construction workers directly employed by the CM to perform the construction of the Work at the Site or, with the Trustees’ agreement, at off-site workshops.

(2) Actual costs paid or incurred by the CM for taxes, insurance, contributions, assessments and benefits, associated with the construction workers directly employed by the CM, and as required by law.

b. Trade Contractor Cost. Payments made by the CM to trade contractors in accordance with the requirements of the subcontracts.

c. Cost of Materials and Equipment Incorporated in the Completed Construction. (1) Actual costs, including transportation of materials and equipment incorporated or to be incorporated in the

completed construction. (2) Costs of materials in excess of those actually installed but required to provide reasonable allowance for waste

and for spoilage. Unused excess materials, if any, shall be handed over to the Trustees at the completion of the Work or, at the Trustees’ option, shall be sold by the CM. Amounts realized, if any, from such sales shall be credited to the Trustees as deduction from the cost of the Work.

d. Cost of Other Materials and Equipment and Related Items. (1) Actual costs, including transportation, installation, maintenance, dismantling and removal of materials, supplies,

temporary facilities, machinery, equipment, and hand tools not customarily owned by the construction workers, which are provided by the CM at the Site and fully consumed in the performance of the Work. Cost for items


previously used by the CM shall mean fair market value. The Trustees reserves the right to dispose of all temporary structures and small tools that have been purchased but are no longer required for the Work.

(2) Costs of removal of debris from the site.

e. Miscellaneous Costs. (1) Sales taxes imposed by a governmental authority which are related to the work and for which the CM or Owner

is liable. (2) Fees of testing laboratories for tests required by the Contract Documents, except those related to defective or

nonconforming work for which reimbursement is excluded by Article 5.06, Testing Materials, Articles, Equipment and Work, or other provisions of the Contract Documents.

(3) Deposits lost for causes other than the CM's fault or negligence. (4) Cost of surveys if required for the Work. (5) Costs of obtaining and using all utility services required for the Work, if not paid directly by the Trustees.

f. Other Costs. This category includes other costs incurred in the performance of the Work if and to the extent approved in advance

in writing by the Trustees. CM shall include items such as crane rental/operation in the GMP as general requirements.

g. Excluded from Direct Construction Cost of the Work. (1) Costs in repairing or correcting Work damaged or improperly executed by construction workers in the

employment of the CM and/or trade contractors, resulting from the fault or negligence of the CM and/or trade contractors or the CM's and/or trade contractors’ employees, foremen, engineers or superintendents, or other supervisory, administrative or managerial personnel.

(2) Costs in repairing damaged Work other than that described in Article 8.03-g (1), resulting from the fault or negligence of the CM or the CM's personnel, and only to the extent that the cost of such repairs is not recoverable by the CM from others and the CM is not compensated therefor by insurance or otherwise.

8.04 Construction Phase Services The term “construction phase services” shall mean those costs incurred by the CM in the field management, supervision, and administration of the Work, and further defined in the Request for Proposals under Classification of Project Costs (Table A). The CM’s fee percentage for construction phase services, as included in the cost proposal, shall include the following items: a. Labor Costs.

(1) Wages or salaries of the CM's supervisory and administrative personnel when stationed at the Site with the Trustees’ agreement.

(2) Wages and salaries of the CM's supervisory or administrative personnel engaged at factories, workshops (not including CM's principal or branch offices) or on the road expediting the production or transportation of materials or equipment required for the Work, but only for that portion of their time required for the Work.

(3) Wages or salaries of the CM’s Project manager, whether stationed at the Site or in the CM’s principal office or branch offices, but only for that portion of his/her time required for the Work.

b. Travel and Subsistence. That portion of the reasonable travel and subsistence expenses of the CM's personnel incurred while traveling in discharge

of duties connected with the Work.

c. Miscellaneous Costs. (1) That portion of premiums for insurance and bonds directly attributable to the Contract. (2) Fees and assessments for the building permit and for other permits, licenses and inspections for which the CM

is required by the Contract Documents to pay.

8.05 Costs Not Included in Construction Phase Services The cost of the Work shall not include: a. Any costs incurred by the CM in providing pre-construction services paid under a separate service agreement executed

between the CM and the Trustees. b. Salaries and other compensation of the CM's personnel stationed at the CM's principal office or offices other than the

Site office, except as specifically provided in Articles 8.03 and 8.04.

c. Payments to CM's employees over and above their regular pay (bonuses, incentive pay, profit sharing, severance pay, etc.).

d. Expenses of the CM’s principal office and offices other than the Site office.


e. Overhead and general expenses, except as may be expressly included in Articles 8.03 and 8.04.

f. The CM's capital expenses, including interest on the CM's capital employed for the Work.

g. Except as provided in Article 8.03, costs due to the fault or negligence of the CM, trade contractors, anyone directly or indirectly employed by the CM or trade contractors, or for whose acts the CM or trade contractors may be liable, including but not limited to costs for the correction of damaged, defective or nonconforming Work, disposal and replacement of materials and equipment incorrectly ordered or supplied, and making good damage to property not forming part of the Work.

h. Electronic processing and personnel cost incurred by the CM in preparing the Project schedule and schedule updates, payroll, project cost reports or project status reports and any other reports necessary to the progress of the Work.

i. Any costs based on percentages, rather than actual costs paid by the CM, unless specific percentages are documented and approved by the Trustees.

j. Any fees paid to Contractor/CM organizations (AGC, ABC, AIA etc.)

k. Contractor's business license.

l. Any cost not specifically and expressly described in Articles 8.03 and 8.04.

m. Costs that would cause the Guaranteed Maximum Price to be exceeded.

8.06 Discounts, Rebates and Refunds a. Cash discounts obtained on payments made by the CM shall accrue to the Trustees if (1) before making the payment, the

CM included them in a payment request and received payment therefor from the Trustees, or (2) the Trustees has deposited funds with the CM with which to make payments; otherwise, cash discounts shall accrue to the CM. Trade discounts, rebates, refunds and amounts received from sales of surplus materials and equipment shall accrue to the Trustees, and the CM shall make provisions so that they can be secured. If a trade discount by the actual supplier is available to the CM, it shall be credited to the Trustees.

b. Amounts, which accrue to the Trustees in accordance with the provisions of Article 8.06-a, shall be credited to the Trustees as a deduction from the cost of the Work.

8.07 Escrow in Lieu of Retention Upon the CM’s request and with the approval of the Trustees, the Trustees may make payment of the five percent retention withheld from progress payments pursuant to the requirements of Public Contract Code section 10852 if the CM deposits in escrow with the State Treasurer securities eligible for investment of State funds under Government Code section 16430 or bank certificates of deposit, and satisfies the conditions prescribed in Public Contract Code section 10852 and prescribed by the Trustees.

8.08 Stop Payment Notices The Trustees shall retain out of any money due or that may become due the CM, sums sufficient (125 percent of the claim) to cover claims filed pursuant to the stop payment notice provisions of the law (Civil Code, section 9000 et seq.).

Preliminary notices and stop payment notices shall be presented to the Trustees in proper form and should be addressed to the Construction Administrator and sent to the Trustees at the address identified in the letter transmitting the Construction Contract and at the preconstruction conference. CM shall be responsible to communicate this information to all subcontractors.

8.09 Guaranteed Maximum Price and Cost Savings Split The Contract amount for the Project is guaranteed by the CM not to exceed the GMP, as set forth in the Agreement. The GMP is supported by a line item cost breakdown for each trade contractor, including contingency on overall cost of the Work, and based on multiple trade contractor bids for each trade contract obtained as provided in these General Conditions. The GMP shall be subject to additions and deductions by change order as provided in Article 6, Change Orders.

If the cost of the Work, together with the CM’s fee, exceeds the GMP, adjusted from time to time by change order, the CM shall pay the overrun without reimbursement by the Trustees. If the actual cost of the Work, plus the CM’s fee, is less than the GMP, as adjusted from time to time by change order, then the CM shall pay the Trustees the difference. CM agrees to use all reasonable efforts to maximize the cost savings for the mutual benefit of the parties.

8.10 Payment After Trustees’ acceptance of the Project as complete, the CM shall submit to the Construction Administrator a payment request indicating the total due under the Contract less retention. This payment request shall be substantiated by a detailed cost report. At the option of the Trustees, additional substantiation may be requested such as trade contractor payments, material invoices, payrolls for all labor, and other such data supporting the CM’s right to payment. The detailed cost report shall be forwarded to


the Construction Administrator no later than seven (7) Days following the submission of the final payment request. This payment request will be processed in the same manner as the partial payment requests. Refer to Article 8.02, Partial Payments.

The Trustees shall notify the CM of the date of recordation of the Notice of Completion. The CM shall then submit a request for payment of the retention to the Construction Administrator, who will process the retention payment 30 Days after the date of recordation by the County Recorder.

The Trustees shall continue to retain funds to cover liquidated damages, stop payment notices, state labor commissioner claims, back charges from the University, unexecuted credit change orders, and other such claims that may be received up to the end of the 30 days period following recordation. If any stop payment notice has been filed, payment shall be withheld in an amount of at least 125 percent of the total claims filed until either the rights under the stop payment notice have been settled or the CM has posted sufficient bond in an amount of 125 percent of the total claims filed to secure payment of such claims.

The amount of such final payment shall be calculated as follows: a. Take the sum of the cost of the Work for the entire Project substantiated by the CM’s final accounting and the CM’s

fee calculated previously, subject to a Trustees audit if so requested. b. Add any cost savings on the completion of the Project to which the CM is entitled pursuant to Article 8.09, Guaranteed

Maximum Price and Cost Savings Split. c. Subtract amounts, if any, which the Trustees are entitled to withhold to cover liquidated damages, stop payment

notices, construction defects or non-conforming Work or other withholds authorized by the Contract Documents. d. Subtract the aggregate of previous payments made by the Trustees to the CM hereunder.

8.11 Guarantee The CM hereby unconditionally guarantees the Work under this Contract to be in conformance with the Contract requirements and to be and remain free of defects in workmanship and materials for a period of one year from the date of acceptance of the Project pursuant to Article 4.16–b, Starting and Completion Date, unless a longer guarantee period is stipulated in the Contract Documents. CM shall obtain and deliver to the Trustees all manufacturers’ warranties; the manufacturer’s warranties shall start on the acceptance date noted on the Notice of Completion and shall run through the full term of each manufacturer’s standard warranty. By this guarantee the CM agrees, within the guarantee period, to repair or replace any Work, together with any adjacent Work which may be displaced in so doing which is not in accordance with the requirements of the Contract or which is defective in its workmanship or material, all without any expense whatsoever to the Trustees. Special guarantees that are required by the Contract shall be signed by the CM who is responsible for the entire Work and countersigned by the trade contractor that performs the Work. The CM further agrees that within ten (10) Days after being notified in writing by the Trustees of any Work not in accordance with the requirements of the Contract or of any defects in the Work, CM shall commence and prosecute with due diligence all Work necessary to fulfill the terms of this guarantee and to complete the Work in accordance with the requirements of the Contract within a reasonable period of time. The CM, in the event of failure to so comply, does hereby authorize the Trustees to proceed to have the Work done at the CM’s expense, and it agrees to pay the cost thereof upon demand. The Trustees shall be entitled to all costs necessarily incurred upon the CM’s refusal to pay the above cost. Notwithstanding the foregoing paragraph, in the event of an emergency constituting an immediate hazard to health or safety of the Trustees’ employees, property, or licenses, the Trustees may undertake at the CM’s expense, without prior notice, all Work necessary to correct such hazardous conditions caused by the Work of the CM that is not in accordance with the requirements of this Contract.

8.12 CM Evaluation The University will perform a contractor evaluation and file a report with the Trustees after completion of the Project. If the CM fails to perform the construction Contract responsibly by failing to complete all Work and requirements, including honoring the warranty, the Construction Administrator shall so state the facts on the Contractor Evaluation Form. If an evaluation results in a non-responsible contractor finding, it could affect the CM’s prequalification and may cause the CM to be deemed ineligible to bid on Trustees’ Work.

ARTICLE 9.00 - MISCELLANEOUS

9.01 Governing Law The Contract shall be governed by the law of the State of California.

9.02 Successors and Assigns The Trustees and CM respectively bind themselves and their successors, permitted assigns, and legal representatives to the other party and to the successors, permitted assigns, and legal representatives of such other party in respect to covenants, agreements, and obligations contained in the Contract Documents. Neither party to the Contract shall assign the Contract, in


whole or in part, without prior written consent of the other party. Notwithstanding any such assignment, each of the original contracting parties shall remain legally responsible for all of its obligations under the Contract.

9.03 Rights and Remedies All Trustees' rights and remedies under the Contract Documents will be cumulative and in addition to and not in limitation of all other rights and remedies of Trustees under the Contract Documents or otherwise available at law or in equity. No action or failure to act by Trustees or Trustees’ representative will constitute a waiver of a right afforded them under the Contract, nor will such action or failure to act constitute approval of or acquiescence in a condition or breach thereunder, except as may be specifically agreed in writing. No waiver by Trustees or Trustees’ representative of any condition, breach or default will constitute a waiver of any other condition, breach or default; nor will any such waiver constitute a continuing waiver. No provision contained in the Contract Documents shall create or give to third parties any claim or right of action against the Trustees, Trustees’ representative, or CM.

9.04 Waiver A waiver of or failure by Trustees or Trustees’ representative to enforce any requirement in this Agreement will not constitute a waiver of, and will not preclude the Trustees or Trustees’ representative from enforcing, any other requirement of the Agreement, and the Agreement will remain valid. A waiver of or failure by Trustees or Trustees’ representative to enforce any requirement in this Agreement in connection with any adjustment of the Contract Amount or Contract Time will not constitute a waiver of, and will not preclude the Trustees or Trustees’ representative from enforcing, such requirements in connection with any other adjustments of the Contract Amount or Contract Time. The CM agrees and understands that no oral directive, approval or representation, either express or implied, by Trustees or its agents shall be binding upon Trustees.

9.05 Survival The provisions of the Contract which by their nature survive termination of the Contract or Acceptance under Article 8.01, including all warranties, indemnities, payment obligations, and Trustees’ right to audit CM's books and records, shall remain in full force and effect after Acceptance or any termination of the Contract.

9.06 Complete Agreement The Contract Documents constitute the full and complete understanding of the parties and supersede any previous agreements or understandings, oral or written, with respect to the subject matter hereof. The Contract may be modified only by a written instrument signed by both parties or as provided in Article 6.00, Changes in the Work.

9.07 Severability of Provisions If any one or more of the provisions contained in the Contract Documents should be invalid, illegal, or unenforceable in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be affected or impaired thereby.

9.08 Notices Except as otherwise provided, all notices, requests, demands, and other communications to be given under the Contract Documents shall be in writing and shall be transmitted by one of the following methods: a. Personally delivered. b. Sent by facsimile copy where receipt is confirmed. c. Sent by courier where receipt is confirmed. d. Sent by registered or certified mail, postage prepaid, return receipt requested. Such notices and other communications in this Article 9.08 shall be deemed given and received upon actual receipt in the case of all except registered or certified mail; and in the case of registered or certified mail, on the date shown on the return receipt or the date delivery during normal business hours was attempted. Such notices and communications shall be given at the respective street addresses set forth in the Agreement. Such street addresses may be changed by notice given in accordance with this Article 9.08.

9.09 Counterparts Agreements may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by electronic mail in “portable document format” (“.pdf”) form or by any other electronic means shall constitute effective execution and delivery of this Agreement and shall have the same effect as copies executed and delivered with original signatures.

-End of Contract General Conditions for Construction Manager at Risk with Guaranteed Maximum Price Projects-

Supplementary General Conditions to Contract General Conditions for Construction Manager at Risk

with Guaranteed Maximum Price Projects (for use with Task Order-Construction Agreement for Multiple Projects)

Revised March, 2017

• General. For the Task Order-Construction Agreement for Multiple Projects (TO-CA) delivery method, use the Supplementary General Conditions in conjunction with the Contract General Conditions for projects using either the Collaborative Design-Build or Construction Manager at Risk delivery method as provided below. ◦ For Construction Manager at Risk projects, the Contract General Conditions for Construction Manager at

Risk with Guaranteed Maximum Price Projects apply. These Supplementary General Conditions also apply. Both documents are included in the TO-CA Contract Documents.

◦ For Collaborative Design-Build projects, refer to the Supplementary General Conditions to the Contract General Conditions for Collaborative Design-Build Projects, found on the Task Order-Construction Agreement for Multiple Projects website: http://www.calstate.edu/cpdc/cm/task-order-construction-agreement-for-multiple-projects.shtml.

◦ Replace term “Guaranteed Maximum Price” and “GMP” with “Lump Sum” throughout.

• Article 1.00, Definitions; add or delete and replace the following definition: ◦ Bid Date for Subcontractors - The date for submission of trade contractor or subcontractor bids for the Direct

Construction Cost of the Project.

◦ CM Contingency – CM Contingency funds are budgeted funds to cover the cost of unforeseen factors related to the Work that arise after a construction contract is awarded, such as an ambiguity in the Construction Documents. Eligible uses of the CM Contingency are specified in the Request for Proposals – Rider A, Scope of Work.

◦ Request For Proposals (RFP) - The documents that the Trustees issue to the Proposers describing and specifying the requirements of the Master Enabling Agreement (MEA) and Work/Projects.

◦ Service Order Request – The initial document that the Trustees issue to the CM to begin a Project. This form is only used when the TO-CA MEA bid is based on Hourly Rates.

◦ Task Order Service Agreement – For performance of preconstruction services Work through the acceptance of the Lump Sum for the Project in accordance with the Contract Documents.

• Article 4.07 Insurance Requirements, insert the following before subsection a. All provisions of subsection a are unchanged. 1. Insurance Requirements for a Project that has a Total Cost of $656,000.01 or More.

• Article 4.07 Insurance Requirements, add new subsection 2 as follows: 2. Insurance Requirements for a Project that has a Total Cost of $656,000.00 or Less.

The CM shall not commence Work until it has obtained all the insurance required in this Article, and such insurance has been approved by the Trustees. a. Policies and Coverage.

(1) The CM shall obtain and maintain the following policies and coverage: (a) Comprehensive or Commercial Form General Liability Insurance, on an occurrence basis,

covering Work done or to be done by or on behalf of the CM and providing insurance for bodily injury, personal injury, property damage, and contractual liability. The aggregate limit shall apply separately to the Work.

(b) Business Automobile Liability Insurance on an occurrence basis, covering owned, hired, and non owned automobiles used by or on behalf of the CM and providing insurance for bodily injury, property damage, and contractual liability. Such insurance shall include coverage for uninsured and underinsured motorists

(c) Worker's Compensation including Employers Liability Insurance as required by law.

(d) Errors & Omissions Insurance on an occurrence basis, covering Work done or to be done by or on behalf of the CM and providing insurance for errors and omissions shall be secured and maintained.



Supplementary General Conditions toContract General Conditions for Construction Manager at Risk with Guaranteed Maximum Price Projects (for use with Task Order-Construction Agreement for Multiple Projects)

Page 2 of 5 pages

(2) The CM also may be required to obtain and maintain the following policies and coverage: (a) Environmental Impairment Liability Insurance should the Work involve hazardous

materials, such as asbestos, lead, fuel storage tanks, and PCBs.

(b) Other Insurance by agreement between the Trustees and the CM.

b. Verification of Coverage. The CM shall submit original certificates of insurance and endorsements to the policies of insurance required by the Contract to the Trustees as evidence of the insurance coverage. Renewal certifications and endorsements shall be timely filed by the CM for all coverage until the Work is accepted as complete pursuant to Article 8.01, Acceptance. The Trustees reserve the right to require the CM to furnish the Trustees complete, certified copies of all required insurance policies.

c. Insurance Provisions. Nothing in these insurance provisions shall be deemed to alter the indemnification provisions in Article 4.07. The insurance policies shall contain, or be endorsed to contain, the following provisions. (1) General and Automobile Liability Policies:

(a) General Liability Policies: the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents are to be covered as additional insureds.

(b) Automobile Liability: Policy shall contain the provisions of Insurance Service Office (ISO) Form Number CA 0001 covering any auto.

(2) For any claims related to the Work, the CM’s insurance coverage shall be primary insurance as respects the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents. Any insurance or self-insurance maintained by the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents shall be in excess of the CM’s insurance and shall not contribute with it.

(3) The CM shall immediately upon receipt of any notice of cancellation or any notice of non-renewal of any insurance required under this Article 4.07, provide written notice of any such insurance cancellation or non-renewal by certified mail to the University.

(4) The State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents shall not by reason of their inclusion as additional insureds incur liability to the insurance carriers for payment of premiums for such insurance.

d. Amount of Insurance. (1) For All Projects.

The insurance furnished by CM under this Article shall provide coverage in amounts not less than the following, unless a different amount is stated in the Supplementary General Conditions: (a) Comprehensive or Commercial Form General Liability Insurance--Limits of Liability

$2,000,000 General Aggregate $1,000,000 Each Occurrence--combined single limit for bodily injury and property

damage.

(b) Business Automobile Liability Insurance-Limits of Liability




(c) Workers’ Compensation limits as required by law with Employers Liability limits of $1,000,000.

(d) Errors & Omissions Insurance shall be secured and maintained for no less than $1,000,000.00 per occurrence.

(2) For Projects Involving Hazardous Materials. The CM shall provide additional coverage in amounts not less than the following, unless a different amount is stated in the Supplementary General Conditions: (a) Environmental Impairment (pollution) Liability Insurance-Limits of Liability

$10,000,000 General Aggregate


Page 3 of 5 pages

$ 5,000,000 Each Occurrence-- combined single limit for bodily injury and property damage, including clean up costs.

(b) In addition to the coverage described in 4.07-d (1) (b), Business Automobile Liability Insurance, the CM shall obtain for hazardous material transporter services: (i) MCS-90 endorsement (ii) Sudden & Accidental Pollution endorsement--Limits of Liability*

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

*A higher limit on the MCS-90 endorsement required by law must be matched by the Sudden & Accidental Pollution Insurance.

With the Trustees’ approval, the CM may delegate the responsibility to provide this additional coverage, as described in this Article 4.07-d (2) (b) above, to its hazardous materials subcontractor. When the CM returns its signed project construction phase agreement to the Trustees, the CM shall also provide the Trustees with a letter stating that it is requiring its hazardous materials subcontractor to provide this additional coverage, if applicable. The CM shall affirm in this letter that the hazardous materials subcontractor’s certificate of insurance shall also adhere to all of the requirements in Articles 4.07-2-b, Verification of Coverage, and 4.07-2-c, Insurance Provisions. Further, this letter will provide that the subcontractor’s certificate of insurance will be provided to the Trustees as soon as the CM fully executes its subcontract with the hazardous materials subcontractor, or within 30 Days of the Notice to Proceed, whichever is less.

e. Acceptability of Insurers. Insurers shall be licensed by the State of California to transact insurance and shall hold a current A.M. Best’s rating of A:VII, or shall be a carrier otherwise acceptable to the University.

f. Subcontractor’s Insurance. CM shall ensure that its subcontractors are covered by insurance of the types required by this Article, and that the amount of insurance for each subcontractor is appropriate for that subcontractor’s Work. CM shall not allow any subcontractor to commence Work on its subcontract until the insurance has been obtained. Only the CM and its hazardous materials subcontractor(s) shall have the coverage for projects involving hazardous materials as required in Article 4.07-2-d, Amounts of Insurance, subdivision (2).

g. Miscellaneous. (1) Any deductible under any policy of insurance required in this Article shall be CM’s liability. (2) Acceptance of certificates of insurance by the Trustees shall not limit the CM’s liability under the

Contract. (3) In the event the CM does not comply with these insurance requirements, the Trustees may, at its

option, provide insurance coverage to protect the Trustees. The cost of the insurance shall be paid by the CM and, if prompt payment is not received, may be deducted from Contract sums otherwise due the CM.

(4) If the Trustees are damaged by the failure of CM to provide or maintain the required insurance, the CM shall pay the Trustees for all such damages.

(5) The CM’s obligations to obtain and maintain all required insurance are nondelegable duties under this Contract.

(6) The CM’s liability for damages proximately caused by acts of God (as defined in Public Contract Code section 7105) and not involving CM negligence shall be limited to five percent of the Contract Amount if the Work damaged is built in accordance with the Contract and applicable building standards.

• Article 4.07-b, Owner Controlled Insurance Program (OCIP); renumber and replace with the following: Article 4.07-3, Owner Controlled Insurance Program (OCIP).

All references to 4.07-b shall read 4.07-3. CM shall disregard the provisions of Article 4.07-3, as the OCIP will not apply to this Contract.

• Article 4.07-c, Trustees’ Course of Construction (“Builders Risk”) Property Insurance; renumber and replace with the following: Article 4.07-4, Trustees’ Course of Construction (“Builders Risk”) Property Insurance.

All subsequent provisions of this article are unchanged, except that all references to 4.07-c shall read 4.07-4.


Page 4 of 5 pages

• Article 4.17, Schedule; delete and replace with the following: The following scheduling provisions apply to each Lump Sum construction proposal. a. Time is of the essence of this Contract, including the time of beginning, the rate of progress, and the time of

completion of the Work. The Work shall be prosecuted at such time, in such manner, and on such part or parts of the Project as may be required to complete the Project as contemplated in the Contract Documents and the approved CM Construction Schedule.

b. The CM shall submit a bar chart or critical path method schedule setting forth the manner and sequence of the Work. The CM shall schedule the Work in accordance with the time duration set forth in the Service Order Request. The CM shall have broad discretion in scheduling the Work. The University’s basis for disapproval of any schedule shall generally be limited to a determination that the Work sequence lacks logic, is unreasonable, is incomplete or is inconsistent with any other contractual requirement, such as a phasing plan or work shift requirements, noise, class schedules, campus holidays or non-construction activity days.

c. The CM initial Construction Schedule shall show the sequence, duration in Days, and interdependence of activities required for the complete performance of all Work. The CM initial Construction Schedule shall begin with the date of issuance of the Notice to Proceed and conclude with the date of final completion.

d. The CM may submit an initial Construction Schedule that shows the Work completed in less time than the specified Contract Time. However, the acceptance of such a Construction Schedule will not change the Contract Time. The Contract Time shall control in any determination of liquidated damages or extension of the Contract Time.

e. The Construction Schedule shall include a critical path activity that reflects anticipated rain delay during the performance of the Contract. The duration shall reflect the average climatic range and usual industrial conditions prevailing in the locality of the site. Weather data shall be based on information provided by the National Weather Service or other approved source.

f. The CM’s submittal of a fully revised and acceptable Construction Schedule shall be a condition precedent to the processing of the each monthly payment application.

g. The Trustees will not grant any time extensions or pay any indirect costs unless the CM can clearly demonstrate the delay on the basis of the Progress Schedule current as of the month the change is issued or the delay occurred, and which delay cannot be mitigated, offset, or eliminated through revising the intended sequence of Work or other means. The CM shall include field instructions and change orders in the revised Construction Schedule. Failure to include field instructions or change orders shall waive rights to a Contract time extension or delay damages.

h. Once each week, or as approved in writing by the Trustees, the CM shall submit a Progress Schedule listing the activities begun, completed, and in progress in the past week, and the activities scheduled to begin, be completed or be in progress for the succeeding three (3) weeks. This schedule shall cover all Work activities listed on the Progress Schedule for the reporting period.

i. With respect to any CM submission under this Article, no review, acceptance or approval by the Trustees shall release or relieve the CM from its obligation to fully and properly complete the Work, or any other duty, responsibility or liability imposed on it under this Contract, including, but not limited to the obligation to complete the Work within the Contract Time.

• Article 4.24, Project Sign, Advertising; delete in its entirety.

• Article 8.09, Guaranteed Maximum Price and Cost Savings Split; delete and replace with the following: 8.09 Lump Sum Price The CM shall guarantee the Contract Amount for the Project not to exceed the Lump Sum, as set forth in the Agreement. The CM shall support the Lump Sum by a line item cost breakdown for each trade contractor, including contingency on overall cost of the Work, and based on multiple trade contractor bids for each trade contract obtained as provided in the Contract General Conditions and these Supplementary General Conditions. The Lump Sum shall be subject to additions and deductions by change order as provided in Article 6, Change Orders.

If the cost of the Work, together with the CM’s fee, exceeds the Lump Sum, adjusted from time to time by change order, the CM shall pay the overrun without reimbursement by the Trustees. If the actual cost of the Work, plus the


Page 5 of 5 pages

CM’s fee, is less than the Lump Sum, as adjusted from time to time by change order, then the CM shall retain the difference.

• Article 8.10, Payment; delete and replace with the following: After the Trustees accept the Project as complete, the CM shall submit to the Construction Administrator a payment request inidicating the total due under the Contract less retention. The Trustees will process this payment request in the same manner as the partial payment requests. Refer to Article 8.02, Partial Payments.

The Trustees shall notify the CM of the date of recordation of the Notice of Completion. The CM shall then submit a request for payment of the retention to the Construction Administrator, who will process the retention payment 30 Days after the date of recordation by the County Recorder.

The Trustees shall continue to retain funds to cover liquidated damages, stop payment notices, state labor commissioner claims, back charges from the University, unexecuted credit change orders, and other such claims that may be received up to the end of the 30 days period following recordation. If any stop payment notice has been filed, payment shall be withheld in an amount of at least 125 percent of the total claims filed until either the rights under the stop payment notice have been settled or the CM has posted sufficient bond in an amount of 125 percent of the total claims filed to secure payment of such claims.

The amount of such final payment shall be calculated as follows: a. Take the sum of the cost of the Work for the entire Project and the CM’s fees calculated previously, subject

to a Trustees audit if so requested.

b. Remove any remaining allowance balances by deductive change order.

c. Subtract amounts, if any, which the Trustees are entitled to withhold to cover liquidated damages, stop payment notices, construction defects or non-conforming Work or other withholds authorized by the Contract Documents.

d. Subtract the aggregate of previous payments made by the Trustees to the CM hereunder.

End of Supplementary General Conditions

SERVICE PROVIDER TO-CA CONTRACTING CO. TO-CA MEA NO. XXXX

PROJECT NAME STUDENT HEALTH SERVICES RENOVATION PROJECT NO. XXXX -01

TASK ORDER REQUEST NO. XXXX -01.01 TASK ORDER NO. N/A

TASK ORDER REQUEST FOR SERVICES

Construction Mgmt. Copy to: Page 1 TO Req.HR • 7/15

Note: The documents supporting this Task Order Request for Services, including any drawings and estimates of cost, are referenced hereon and made a part hereof. This Task Order Request, if the University accepts its scope and price, will be documented in a Task Order authorizing Service Provider to provide the services described below. Services are to be performed in accordance with the TO-CA Master Enabling Agreement signed by CSU University Counsel and referenced above.

Project delivery for this Task Order is: ☐ Design-Build ☐ Construction Manager (check appropriate box) Project Location is: CSU Bakersfield – Rowdy Way & Roadrunner Drive

Scope of Work (reference Rider A, Scope of Work, and specify criteria below that varies from or is not specified in Rider A): 1. Number of preconstruction cost estimates and estimate format (Rider A, section 3.14) 2. Number of preconstruction constructability reports (Rider A, section 3.12) 3. Number/intervals/frequency of preconstruction design meetings 4. Required Design and Construction Documents 5. Types of life cycle cost analysis (Rider A, section 3.2-A) 6. CEQA requirements (RFP Appendices, Rider A, section 3.11) ☐ (check if applicable) 7. Scheduling requirements (Rider A, section 3.8 and Contract General Conditions [CGC])

a. Schedule Milestones: b. Number of required schedule updates: c. Use CGC scheduling requirements from: ☐ DBB Major Project CGC ☐ DBB Minor Project CGC (check appropriate box)

8. Payment Schedule (TO-CA MEA, Rider B, section 22) 9. Liquidated Damages for the Construction Agreement: $000.00 per Calendar Day (if project is phased, state phase LDs here) 10. The total Project Budget is: $000.00. The Preconstruction Budget is: $000.00 11. Schedule: Start Preconstruction Services Work: mm/dd/yyyy Complete Preconstruction Services Work mm/dd/yyyy 12. Service Deliverables: 13. Compensation:

a. Provide and attach a line item breakdown of all staffing costs for the requested services, based on Rider C, Service Provider’s Proposed Rate Schedule.

b. Trustees will pay reimbursable charges in addition to this amount in accordance with the above-named TO-CA MEA. 14. Other

TRUSTEES This Task Order Request shall not be binding until scope and price are agreed upon and documented in a fully executed Task Order. Requested by: Signature Name, Title, Dept. of authorized signatory Date

SERVICE PROVIDER TO-CA CONTRACTING CO. TO-CA MEA NO. XXXX

PROJECT NAME STUDENT HEALTH SERVICES RENOVATION PROJECT NO. XXXX -01

TASK ORDER REQUEST NO. XXXX -01.01 TASK ORDER NO. XXXX -01.01-01

TASK ORDER FOR SERVICES

Construction Mgmt. Copy to: Page 1 Task Order • 7/15

Note: The documents supporting this Task Order for Services, including any drawings and estimates of cost, are referenced hereon and made a part hereof. Services are to be performed in accordance with the TO-CA Master Enabling Agreement signed by CSU University Counsel and referenced above.

Project delivery for this Task Order is: ☐ Design-Build ☐ Construction Manager (check appropriate box) Project Location is: CSU Bakersfield – Rowdy Way & Roadrunner Drive

Scope of Work (reference Rider A, Scope of Work, and specify criteria below that varies from or is not specified in Rider A): 1. Number of preconstruction cost estimates and estimate format (Rider A, section 3.14)

2. Number of preconstruction constructability reports (Rider A, section 3.12) 3. Number/intervals/frequency of preconstruction design meetings 4. Required Design and Construction Documents 5. Types of life cycle cost analysis (Rider A, section 3.2-A) 6. CEQA requirements (RFP Appendices, Rider A, section 3.11) ☐ (check if applicable) 7. Scheduling requirements (Rider A, section 3.8 and Contract General Conditions [CGC])

a. Schedule Milestones: b. Number of required schedule updates: c. Use CGC scheduling requirements from: ☐ DBB Major Project CGC ☐ DBB Minor Project CGC (check appropriate box)

8. Payment Schedule (TO-CA MEA, Rider B, section 22) 9. Liquidated Damages for the Construction Agreement: $000.00 per Calendar Day (if project is phased, state phase LDs here) 10. The total Project Budget is: $000.00. The Preconstruction Budget is: $000.00 11. Schedule: Start Preconstruction Services Work: mm/dd/yyyy Complete Preconstruction Services Work mm/dd/yyyy 12. Service Deliverables: 13. Compensation: Amount: $ ☐ Lump Sum ☐ Hourly Not to Exceed (check appropriate box)

a. Provide and attach a line item breakdown of all staffing costs for the requested services, based on Rider C, Service Provider’s Proposed Rate Schedule.

b. Trustees will pay reimbursable charges in addition to this amount in accordance with the above-named TO-CA MEA. 14. Other

IN WITNESS WHEREOF, this agreement has been executed by the parties hereto, upon date first above written.

THE TRUSTEES OF THE CALIFORNIA STATE UNIVERSITY SERVICE PROVIDER

Campus Full Legal Name of Service Provider <Official Campus Name> <Name of Service Provider>

By (Trustees’ Authorized Signature)

By (Service Provider‘s Authorized Signature)

Printed Name, Department and Title of Person Signing for Trustees Printed Name and Title of Person Signing for Service Provider <Printed Name, Title, & Dept. of CSU Person Signing>

Fund Name Account Fund Dept ID Program Class Project/Grant <Name of Fund>

Amount Encumbered this Project $<Encumbrance>

I hereby certify upon my own personal knowledge that budgeted funds are available for the period and purpose of the expenditures stated above.

Total Amt Encumbered (MEA) $<Total Encumbrance MEA> Signature of Accounting Officer Date

NOTICE TO PROCEED (for Task Order Services)

February 17, 2017 Mr. {insert first & last name, title} Contractor Address City, ST Zip

Task Order-Construction Agreement— Master Enabling Agreement, Contract No. {insert #}

Task Order No. {insert #}; Task Order Amount: {insert amount}$ Project Name and No.

DIR Project Identification No. {insert # from PWC100} Campus Name

Dear Mr. {insert last name}: In accordance with the provisions of the Contract Documents, you are hereby notified to commence work on the subject Task Order on {insert date} and are to fully complete the work within {insert #} consecutive calendar days in accordance with your Task Order completion date of {insert date}. Share the above-referenced DIR public works project identification number with each subcontractor on this project, as they will need this number to submit certified payroll records into DIR’s electronic certified payroll reporting (eCPR) database. Sincerely, Name Construction Administrator Department aw_notice_to_proceed_task_order.docx

Construction Mgmt. 702.16. Task Order • 02/17

AGREEMENT

CSU Vendor ID No. <insert #> Contract No. <insert #> THIS AGREEMENT, made on February 17, 2017, BY AND BETWEEN the State of California, acting through the Board of Trustees of the California State University, on behalf of {insert Campus Name}, hereinafter designated the Trustees, and Contractor

Address City, ST Zip

Phone No.; Fax No. Design-Builder, hereinafter designated the Contractor.

WITNESSETH 1. That the Contractor, in consideration of the covenants and agreements herein contained on the part of the Trustees, covenants, promises and agrees with the Trustees, at his, her, its or their own proper cost and expense, to furnish all labor, materials, and equipment, and to perform all Work necessary to design, construct and complete in a good workmanlike and substantial manner, and to the satisfaction of the Trustees, the

<Insert Project Name and Project Number> <Insert Campus Name>

in accordance with the Contract Documents (as defined in the Contract General Conditions, Article 31.00, Definitions) as approved by and on file with the Trustees and are made a part of this agreement by this reference.

The Contractor agrees: a) that the total Actual Direct Construction Cost for this Project is: $ 0,000,000.00 b) that the following fees are included in the Lump Sum Price: Lump Sum proposed for Construction Phase Services - Site Management Fee =$ 00,000.00 (1) <0.00%> of the Actual Direct Construction Cost for Contractor Contingency =$ 00,000.00 (2) <0.00%> of the Actual Direct Construction Cost for Contractor Overhead & Profit =$ 00,000.00 (3) Construction Phase Design Fee =$ 00,000.00 (4) c) to receive and accept total Lump Sum Price Contract Amount: $ 0,000,000.00

as full compensation therefor, and also, unless expressly excepted in the Contract Documents, as full compensation for the following: all loss or damage, arising out of the nature of the Work, or from the action of the elements or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the Work until its acceptance by the Trustees and for all risks of every description connected with the Work, and for all expenses incurred by or in consequence of the suspension or discontinuance of Work, and for well and faithful completion of the Work in the manner and according to the Contract Documents and the requirements of the Trustees under them. Payment will be made in accordance with the Contract General Conditions, Article 40.00, Payment and Completion.

2. That the Contractor, in accordance with its Proposal documents, agrees to subcontract <insert %> of the final Contract amount (including all alternatives, allowances and change orders) to Disabled Veteran Business Enterprises (DVBE).

3. That the Trustees hereby promise and agree with the Contractor to employ, and do hereby employ, the Contractor materials and do the Work according to the terms and conditions herein contained and referred to, for the price aforesaid, and hereby agree to pay the same at the time, in the manner and upon the conditions set forth herein, and the said parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby agree to the full performance of the covenants herein contained.

4. That the Trustees will fix the starting date of the Contract and issue a Notice to Proceed after the date of approval of the Contract by the Office of General Counsel, California State University. The Contractor shall fully complete all the Work of the Contract, in first class working order and ready for acceptance by the Trustees, on or before the expiration of <insert #> calendar days from the starting time so fixed. The Contractor will pay to the Trustees the sum of <Three Thousand Dollars ($3,000.00)> for each day completion is delayed beyond the time prescribed, in accordance with the Contract General Conditions, Article 39.02, Delay in Completion—Liquidated Damages. (1) Lump Sum Amount as proposed. (2) Proposed percentage of the Actual Direct Construction Cost. (3) Proposed percentage of the Actual Direct Construction Cost, not to exceed the proposed percentage of the Budgeted Direct

Construction Cost. (4) In Percentage Fee Model, use 35% of Proposed Fee; in Hourly Rates Model; use fee as proposed.

Construction Mgmt. 702.01-CDB.TO-CA • 2/17

Contract No. <insert #> Project No. <insert #> 5. That if there is a conflict between the terms of the Proposal Form and the other Contract Documents, the other Contract Documents shall control, and nothing contained herein shall be considered as an acceptance of any terms of the Proposal Form in conflict herewith.

6. a. That contractors are required by law to be licensed and regulated by the Contractor’s State License Board. Any questions concerning a contractor may be referred to the registrar of the Board.

b. That contractors and subcontractors of all tiers, by law, are required to register with the Department of Industrial Relations to bid and contract for public works projects.

7. That any notice to the Trustees may be served effectually upon the Trustees by mailing or delivering it in writing, addressed to the Trustees of the California State University, attention of the official executing this Agreement for the Trustees, at <insert campus name and full address>.

8. That this Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by electronic mail in “portable document format” (“.pdf”) form or by any other electronic means shall constitute effective execution and delivery of this Agreement and shall have the same effect as copies executed and delivered with original signatures.

9. That the Lump Sum Price Breakdown, Clarifications, or <insert name and date of Contractor’s document—if no clarifications or exclusions, delete this item> are listed in Exhibit A, consisting of <insert #>, attached hereto and by this reference, made a part hereof.

IN WITNESS WHEREOF, the parties to these presents have hereto set their hands the year and date first above written.

CONTRACTOR

(State full legal name of business entity; check appropriate box below.)

Sole Proprietorship Partnership Corporation Limited Liability Co. Other (specify) Contractor’s License No. Contractor’s DIR Public Works Registration No.

By: Name, Title TRUSTEES

Approved as to Scope: By: By: Name, Title Date Name, University Facility Planner Date Department By: Name, Title Date

UNIVERSITY ACCOUNTING FUNDING CERTIFICATION I hereby certify that I have examined the written contract and find the same to be in accordance with the requirements of the Approved as to Funds: California State University Contract Law.

Appropriation/Fund/Item: <insert> PS Chart Field String: <insert> FRAMROZE M. VIRJEE Amount of Agreement: $<copy amount from p. 1> GENERAL COUNSEL

By: By: Name, University Budget Officer Date Name, University Counsel Date

Construction Mgmt.

702.01-CDB.TO-CA • 2/17

PAYMENT BOND

Contract No. <insert>

Know All Persons by These Presents: THAT WHEREAS, the State of California acting by and through the Trustees of the California State University, hereinafter called the Trustees, has awarded to Contractor


as Principal, hereinafter designated as the “Contractor,” a Contract for the Work described as follows: Project Number: <insert Project Number> Project Name: < insert Project Name> Campus: < insert Campus Name>

AND WHEREAS, the Contractor is required to furnish a bond in connection with said Contract, to secure the payment of claims of laborers, mechanics, and other persons, as provided by law: NOW, THEREFORE, we the undersigned Contractor and Surety are held and firmly bound unto the State of California through the said Trustees in the amount required by law, in the sum of:

<Copy Amount in Item 1-c from p. 1 of Agreement> for which payment well and truly to be made we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION of this obligation is such, That if the Contractor, his, her, or its heirs, executors, administrators, successors or assigns, or subcontractors shall fail to pay any of the persons referred to in Civil Code section 9100 or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, that the Surety or Sureties herein will pay for the same, in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In case suit is brought on this bond, the said Surety will pay a reasonable attorney’s fee to be fixed by the court. This bond shall inure to the benefit of any of the persons referred to in Civil Code section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon this bond. Any such right of action shall be subject to the provisions of Civil Code sections 8608 and 9566. IN WITNESS WHEREOF, We have hereunto set our hands and seals on this day of , 201 CONTRACTOR Contractor Name: AS PRINCIPAL Contractor Address: (SEAL) By:

SURETY Surety Name: Surety Address: (SEAL) By: Signatures executed in behalf of the Surety must be properly acknowledged.

Construction Mgmt. 702.09 • 2/17

PERFORMANCE BOND

Contract No. <insert #>



as Principal, hereinafter designated as the ”Contractor,” a Contract for the Work described as follows: Project No.: <insert project no.> Project Name: <insert project name> Campus: <insert campus name> AND WHEREAS, the Contractor is required to furnish a bond in connection with said Contract, guaranteeing the faithful performance thereof: NOW, THEREFORE, we the undersigned Contractor and Surety are held and firmly bound unto the State of California through the said Trustees in the sum of:

<Copy Amount in Item 1-c from p. 1 of Agreement> to be paid to the said Trustees, State or its certain attorney, its successors and assigns: for which payment, well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION of this obligation is such, That if the above bounden Contractor, his, her, or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the foregoing contract and any alteration thereof made as therein provided, on his, her, its or their part to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the State of California, its officers and agents, as therein stipulated, then this obligation shall become and be null and void; otherwise, it shall be and remain in full force and virtue. IN WITNESS WHEREOF, We have hereunto set our hands and seals on this day of , 201 CONTRACTOR Contractor Name: AS PRINCIPAL Contractor Address: (SEAL) By:



CERTIFICATION

Contract No. <insert #> This is to certify that I am the of (Insert title such as Secretary or Assistant Secretary) . (Insert name of corporation/limited liability company)

Company Type/Certification Statement (check one): Corporation: The attached resolution is a true and accurate copy, as the same appears in the Minutes of the Board

of Directors of the Corporation; and that said resolution was duly adopted by the Board of Directors of the Corporation at its meeting on .

Limited Liability Company (LLC): The attached Articles of Organization is a true and accurate copy, as filed with the Secretary of State

on . Dated: (Insert date) Signature Title of person making certification IMPORTANT NOTE (Be sure to attach to this certification a copy of the resolution authorizing a person to execute Contract Documents or to execute a bid submittal. If attaching more than one resolution, modify the form to reflect that fact.)


NOTICE TO PROCEED February 17, 2017 Design-Builder Attention: {insert name} Address City, ST Zip

Contract No. {insert #}; Contract Amount: ${insert amount} {insert Project Name and No.}

DIR Project Identification No. {insert # from PWC100} {insert Campus}

Dear {insert Mr./Ms. + last name from above}, In accordance with the provisions of the Contract General Conditions for Collaborative Design-Build Major Projects, you are hereby notified to commence work on the subject contract on {insert start date} and are to complete fully the work within {insert # of days*} consecutive calendar days in accordance with your contract completion date of {insert completion date}. The contract provides for assessment of liquidated damages of ${insert amount} for each consecutive calendar day that is required to finish the work after the contract completion date. Share the above-referenced DIR public works project identification number with each subcontractor on this project, as he or she will need this number to submit certified payroll records into DIR’s electronic certified payroll reporting (eCPR) database. Sincerely, Name Construction Administrator Department c: Builders Risk Insurance Program (enroll project) {insert names} aw_notice_to_proceed_cdb.docx *Calculate duration in a spreadsheet by subtracting start date from end date, and add one day to the result.

Construction Mgmt. 702.16CDB • 02/17

AGREEMENT

CSU Vendor ID No. <insert #> Contract No. <insert #>

THIS AGREEMENT, made on February 17, 2017, BY AND BETWEEN the State of California, acting through the Board of Trustees of the California State University, on behalf of {insert Campus Name}, hereinafter designated the Trustees, and Contractor


Phone No.; Fax No. Construction Manager at Risk, herein after designated the Contractor.

WITNESSETH 1. That the Contractor, in consideration of the covenants and agreements herein contained on the part of the Trustees, covenants, promises and agrees with the Trustees, at his, her, its or their own proper cost and expense, to furnish all labor, materials, and equipment, and to perform all Work necessary to construct and complete in a good workmanlike and substantial manner, and to the satisfaction of the Trustees, the

<insert Project Name and Project Number> <insert Campus Name>

in accordance with the Contract Documents (as defined in the Contract General Conditions, Article 1.00, Definitions) as approved by and on file with the Trustees and are made a part of this agreement by this reference.

The Contractor agrees: a) that the total Actual Direct Construction Cost for this Project is: $ b) that the following fees are included in the Guaranteed Maximum Price (GMP): Lump Sum proposed for Construction Phase Services - Site Management Fee = $ (1) % of the Actual Direct Construction Cost for Contractor’s Contingency = $ (2) % of the Actual Direct Construction Cost for Contractor’s Overhead & Profit = $ (3) c) to receive and accept total GMP Not-to-Exceed Contract Amount: $ as full compensation therefor, and also, unless expressly excepted in the Contract Documents, as full compensation for the following: all loss or damage, arising out of the nature of the Work, or from the action of the elements or from any unforeseen difficulties or obstructions which may arise or be encountered in the prosecution of the Work until its acceptance by the Trustees and for all risks of every description connected with the Work, and for all expenses incurred by or in consequence of the suspension or discontinuance of Work, and for well and faithful completion of the Work in the manner and according to the Contract Documents and the requirements of the Trustees under them. The Trustees will make payment in accordance with the Contract General Conditions, Article 8.00, Payment and Completion. 2. That the Contractor, in accordance with its Bid Proposal documents, agrees to subcontract <insert %> of the final Contract amount (including all alternatives, allowances and change orders) to Disabled Veteran Business Enterprises (DVBE). 3. That the Trustees hereby promise and agree with the Contractor to employ, and do hereby employ, the Contractor to provide the materials and do the Work according to the terms and conditions herein contained and referred to, for the price aforesaid, and hereby agree to pay the same at the time, in the manner and upon the conditions set forth herein, and the said parties for themselves, their heirs, executors, administrators, successors and assigns, do hereby agree to the full performance of the covenants herein contained. 4. That the Trustees will fix the starting date of the Contract and issue a Notice to Proceed after the date of approval of the Contract by the Office of General Counsel, California State University. The Contractor shall fully complete all the Work of the Contract, in first class working order and ready for acceptance by the Trustees, on or before the expiration of <insert #> calendar days from the starting time so fixed. The Contractor will pay to the Trustees the sum of Three Thousand Dollars ($3,000.00) for each day completion is delayed beyond the time prescribed, in accordance with the Contract General Conditions, Article 7.02, Delay in Completion—Liquidated Damages. (1) Lump Sum Amount as proposed. (2) Proposed percentage of Actual Direct Construction Cost, not to exceed the proposed lump sum based on proposed percentage of Budgeted

Direct Construction Cost. (3) Proposed percentage of the Budgeted Direct Construction Cost, as amended.

If the Actual Direct Construction Cost is lower than the Budgeted Direct Construction Cost by four percent or more, the OH&P shall be the proposed percentage of the Actual Direct Construction Cost.

Construction Mgmt.

702.01-CMR.TO-CA • 2/17

Contract No. <insert #> Project No. <insert #>

5. That should there be any conflict between the terms of the Proposal Form and the other Contract Documents, the other Contract Documents shall control, and nothing contained herein shall be considered as an acceptance of any terms of the Proposal Form in conflict herewith.

6. a. That contractors are required by law to be licensed and regulated by the Contractor’s State License Board. Any questions concerning a contractor may be referred to the registrar of the Board.

b. That contractors and subcontractors of all tiers, by law, are required to register with the Department of Industrial Relations to bid and contract for public works projects.

7. That any notice to the Trustees may be served effectually upon the Trustees by mailing or delivering it in writing, addressed to the Trustees of the California State University, attention of the official executing this Agreement for the Trustees, at <insert campus name and full address>.

8. That this Agreement may be executed in counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by electronic mail in “portable document format” (“.pdf”) form or by any other electronic means shall constitute effective execution and delivery of this Agreement and shall have the same effect as copies executed and delivered with original signatures.

9. That the Guaranteed Maximum Price Breakdown, Clarifications, (or insert name of Contractor’s document—if no clarifications or exclusions, delete this item) are listed in Exhibit A, consisting of (#) pages, attached hereto and by this reference, made a part hereof.

IN WITNESS WHEREOF, the parties to these presents have hereto set their hands the year and date first above written. CONTRACTOR (State full legal name of business entity; check appropriate box below.)

Sole Proprietorship Partnership Corporation Limited Liability Co. Other (specify) Contractor’s License No. Contractor’s DIR Public Works Registration No. By: Name, Title TRUSTEES

Approved as to Scope: By: By: Name, Title Date Name, University Facility Planner Date Department By: Name, Title Date

UNIVERSITY ACCOUNTING FUNDING CERTIFICATION I hereby certify that I have examined the written contract and find the same to be in accordance with the requirements of the Approved as to Funds: California State University Contract Law.

Appropriation/Fund/Item: <insert> PS Chart Field String: <insert> FRAMROZE M. VIRJEE Amount of Agreement: $<copy amount from p. 1> GENERAL COUNSEL

By: By: Name, University Budget Officer Date Name, University Counsel Date

Construction Mgmt.

702.01-CMR.TO-CA • 2/17

PAYMENT BOND




as Principal, hereinafter designated as the Contractor,” a Contract for the Work described as follows: Project No.: <insert Project Number> Project Name: <insert Project Name> Campus: <insert Campus Name> AND WHEREAS, the Contractor is required to furnish a bond in connection with said Contract, to secure the payment of claims of laborers, mechanics, and other persons, as provided by law: NOW, THEREFORE, we the undersigned Contractor and Surety are held and firmly bound unto the State of California through the said Trustees in the amount required by law, in the sum of:

<copy Amount in Item 1-c from p. 1 of Agreement> for which payment well and truly to be made we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION of this obligation is such, That if the Contractor, his, her, or its heirs, executors, administrators, successors or assigns, or subcontractors shall fail to pay any of the persons referred to in Civil Code section 9100 or amounts due under the Unemployment Insurance Code with respect to work or labor performed by any such claimant, that the Surety or Sureties herein will pay for the same, in an amount not exceeding the sum specified in this bond, otherwise the above obligation shall be void. In case suit is brought on this bond, the said Surety will pay a reasonable attorney’s fee to be fixed by the court. This bond shall inure to the benefit of any of the persons referred to in Civil Code section 9100 so as to give a right of action to such persons or their assigns in any suit brought upon this bond. Any such right of action shall be subject to the provisions of Civil Code sections 8608 and 9566. IN WITNESS WHEREOF, We have hereunto set our hands and seals on this day of , 201 CONTRACTOR Contractor Name: AS PRINCIPAL Contractor Address: (SEAL) By:



PERFORMANCE BOND




as Principal, hereinafter designated as the Contractor, a Contract for the Work described as follows: Project No.: <insert Project Number> Project Name: <insert Project Name> Campus: <insert Campus Name> AND WHEREAS, the Contractor is required to furnish a bond in connection with said Contract, guaranteeing the faithful performance thereof: NOW, THEREFORE, we the undersigned Contractor and Surety are held and firmly bound unto the State of California through the said Trustees in the sum of:

<copy Amount in Item 1-c from p. 1 of Agreement> to be paid to the said Trustees, State or its certain attorney, its successors and assigns: for which payment, well and truly to be made, we bind ourselves, our heirs, executors and administrators, successors and assigns, jointly and severally, firmly by these presents. THE CONDITION of this obligation is such, That if the above bounden Contractor, his, her, or its heirs, executors, administrators, successors or assigns, shall in all things stand to and abide by, and well and truly keep and perform the covenants, conditions and agreements in the foregoing contract and any alteration thereof made as therein provided, on his, her, its or their part to be kept and performed at the time and in the manner therein specified, and in all respects according to their true intent and meaning, and shall indemnify and save harmless the State of California, its officers and agents, as therein stipulated, then this obligation shall become and be null and void; otherwise, it shall be and remain in full force and virtue. IN WITNESS WHEREOF, We have hereunto set our hands and seals on this day of , 201

CONTRACTOR Contractor Name: AS PRINCIPAL Contractor Address: (SEAL) By:



CERTIFICATION

Contract No. <insert #> This is to certify that I am the of (Insert title such as Secretary or Assistant Secretary) . (Insert name of corporation/limited liability company)

Company Type/Certification Statement (check one): Corporation: The attached resolution is a true and accurate copy, as the same appears in the Minutes of the Board of

Directors of the Corporation; and that said resolution was duly adopted by the Board of Directors of the Corporation at its meeting on .

Limited Liability Company (LLC): The attached Articles of Organization is a true and accurate copy, as filed with the Secretary of State on

. Dated: (Insert date) Signature Title of person making certification IMPORTANT NOTE (Be sure to attach to this certification a copy of the resolution authorizing a person to execute Contract Documents or to execute a bid submittal. If attaching more than one resolution, modify the form to reflect that fact.)


NOTICE TO PROCEED February 17, 2017 Contractor Attention: {insert name} Address City, ST Zip

Contract No. {insert #}; Contract Amount: ${insert amount} {insert Project Name and No.}

DIR Project Identification No. {insert # from PWC100} {insert Campus}

Dear {insert Mr./Ms. + last name from above}, In accordance with the provisions of the Contract General Conditions, you are hereby notified to commence work on the subject contract on {insert start date} and are to complete fully the work within {insert # of days*} consecutive calendar days in accordance with your contract completion date of {insert completion date}. The contract provides for assessment of liquidated damages of ${insert amount} for each consecutive calendar day that is required to finish the work after the contract completion date. Share the above-referenced DIR public works project identification number with each subcontractor on this project, as he or she will need this number to submit certified payroll records into DIR’s electronic certified payroll reporting (eCPR) database. Sincerely, Name Construction Administrator Department c: Builders Risk Insurance Program (enroll project) {insert names} aw_notice_to_proceed_cmr.docx *Calculate duration in a spreadsheet by subtracting start date from end date, and add one day to the result.

Construction Mgmt. 702.16CMR • 02/17

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