Rev. 4/2021 Sourcewell IFB #CA-101723
Indefinite Delivery-Indefinite Quantity Construction Contracts in the State of California
Indefinite Delivery-Indefinite Quantity Construction Contract Contract Number: CA-R4-GB-101723-ACI
Service Type: General Building
This Indefinite Delivery-Indefinite Quantity Construction Contract (Contract) is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 and Angeles Contractor, Inc., 783 Phillips Drive, City of Industry, California 91748 (Contractor).
Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state and municipal governmental entities, K-12 and higher education entities, nonprofit entities, tribal governments, and other public entities located within the United States.
The Contractor desires to contract with Sourcewell to provide construction services to entities that access Sourcewell’s indefinite delivery-indefinite quantity (IDIQ) construction contracts within the Service Region.
I. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract, including the General Terms and Conditions incorporated by reference, is effective upon the later of December 6, 2023 or the date of the final signature below.
B. EXPIRATION DATE AND EXTENSION. This Contract expires December 5, 2024, unless it is terminated sooner pursuant to Article XX of the General Terms and Conditions, which are incorporated into this Contract by reference. This Contract allows up to five additional one-year extensions upon the request of Sourcewell and written agreement with Contractor. Sourcewell retains the right to consider additional extensions beyond six years as required under exceptional circumstances.
II. REGION AND SERVICES
The Contractor’s Region is: Region 4. The Contractor’s IDIQ construction service type is: General Building. The Contractor has agreed to perform work outside the Region.
III. ADJUSTMENT FACTORS
The Contractor will perform any or all Tasks in the Construction Task Catalog for the Unit Price appearing therein multiplied by the following Adjustment Factors. See the General Terms and Conditions for additional information.
A. Normal Working Hours – Prevailing Wage Rate Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.5243.
Attachment No. 4
Rev. 4/2021 Sourcewell IFB #CA-101723
Indefinite Delivery-Indefinite Quantity Construction Contracts in the State of California
B. Other Than Normal Working Hours – Prevailing Wage Rate Projects: Work performed from 4:00 p.m. to 7:00 a.m. Monday to Friday, and any time Saturday, Sunday and Holidays. The Contractor will perform Tasks during Other Than Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.5351.
C. Secured Facilities/OSHPD Prevailing - Wage Rate Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.6216.
D. All Union Wage Projects: Work performed from 7:00 a.m. until 4:00 p.m. Monday to Friday, except Holidays. The Contractor will perform Tasks during Normal Working Hours for the Unit Price set forth in the CTC multiplied by the Adjustment Factor of: 1.7297.
E. Non pre-priced Adjustment Factor: To be applied to Work determined not to be included in the CTC but within the general scope of the work: 1.4054.
VI. AUTHORIZED REPRESENTATIVE
A. Sourcewell's Authorized Representative is its Chief Procurement Officer.
B. The Contractor’s Authorized Representative is Young Kang. If the Contractor’s Authorized Representative changes at any time during this Contract, Contractor must promptly notify Sourcewell in writing.
Sourcewell
Angeles Contractor, Inc.
By: __________________________ By: __________________________ Jeremy Schwartz Young Kang
Title: Chief Procurement Officer Title: President
Date:
Date:
AGREEMENT TO
MODIFY AND EXTEND
SOURCEWELL CONTRACT #CA-R4-GB-101723-ACI
THIS AGREEMENT TO MODIFY AND EXTEND, Sourcewell Contract #CA-R4-GB-101723-ACI, is effective upon the date of the last signature below.
Sourcewell and Angeles Contractor, Inc. (“Contractor”) have entered into an Indefinite Delivery- Indefinite Quantity Construction Contract, Contract Number CA-R4-GB-101723-ACI, with an initial term ending December 5, 2024, and five bilateral options to extend for an additional one-year term (“Contract”). The parties agree to modify and extend the Contract as stated below.
CONTRACT MODIFICATION
The following is adopted as the new CTC for the Contract effective December 6, 2024:
Sourcewell California - Region 4
Pursuant to the Contract, Contractor’s Adjustment Factors remain fixed for the duration of the contract term and are unaffected by this modification.
EXERCISE OF OPTION: EXTENSION
Contractor and Sourcewell hereby desire and agree to extend the Contract, with the above modification, for the period of December 6, 2024 through December 5, 2025.
Sourcewell Angeles Contractor, Inc.
By: __________________________ By: __________________________ Jeremy Schwartz Young Kang
Title: Chief Procurement Officer Title: President
Date:
Date:
Docusign Envelope ID: 5F1002AA-29AF-47EF-9C28-F3453792580D 11/13/2024 | 2:44 PM PST
11/13/2024 | 5:28 PM CST
AGREEMENT TO
MODIFY AND EXTEND
SOURCEWELL CONTRACT #CA-R4-GB-101723-ACI
THIS AGREEMENT TO MODIFY AND EXTEND, Sourcewell Contract #CA-R4-GB-101723-ACI is effective upon the date of the last signature below.
Sourcewell and Angeles Contractor, Inc. (“Contractor”) have entered into an Indefinite Quantity Construction Contract, Contract Number CA-R4-GB-101723-ACI with an initial term ending December 5, 2024, and five bilateral options to extend for an additional one-year term (“Contract”). This contract has previously been extended by the parties for the term ending December 5, 2025. The parties agree to modify and extend the Contract as stated below.
CONTRACT MODIFICATION
The updated CTC will appear in the eGordian software upon receipt of the executed extension document.
Pursuant to the Contract, Contractor’s Adjustment Factors remain fixed for the duration of the contract term and are unaffected by this modification.
EXERCISE OF OPTION: EXTENSION
Contractor and Sourcewell hereby desire and agree to extend the Contract, with the above modification, for the period of December 6, 2025 through December 5, 2026.
Sourcewell Angeles Contractor, Inc.
By: __________________________ By: __________________________ Jeremy Schwartz Young Kang
Title: Chief Procurement Officer Title: President
Date:
Date:
Docusign Envelope ID: 172667F7-FCB4-4A64-A424-1B0F3F9C443A 10/29/2025 | 10:09 AM PDT
10/29/2025 | 3:03 PM CDT
Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 1 IFB #CA101723Invitation for BidsforIndefinite DeliveryIndefinite QuantityConstruction Contractsin theState of CaliforniaBid Due Date: October 17, 2023, 4:30 p.m., Central TimeSourcewell, a State of Minnesota local government entity and public agency, is issuing this Invitation forBids (IFB) on behalf of its participating entities to create indefinite deliveryindefinite quantityconstruction (IDIQ) contracts that may be used by those participating entities for projects related toconstruction or the repair, alteration, modernization, or renovation of buildings, structures, or other realproperty.This IFB consists of the following parts:1. Invitation for Bids, including Map of Regions2. Template IDIQ Construction Contract3. IDIQ Contract General Terms and Conditions4. Construction Task Catalog5. Technical SpecificationsA full copy of the IFB can be found on the Sourcewell Procurement Portal(https://proportal.sourcewellmn.gov), and only bids submitted through the Sourcewell Procurement Portal will be considered. Bidsare due no later than October 17, 2023, at 4:30 p.m. Central Time, and late bids will not be considered.Solicitation Schedule Notice of Solicitation Published: September 12, 2023Prebid Conference: September 26, 2023, 12:00 p.m., Central TimeQuestion Submission Deadline: October 10, 2023, 4:30 p.m., Central TimeBid Due Date:October 17, 2023, 4:30 p.m., Central TimeLate responses will not be considered.Opening: October 17, 2023, 6:30 p.m., Central TimeSee Article VII. G. for more information.
Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 2 I. ABOUT SOURCEWELL AND ITS PARTICIPATING ENTITIESSourcewell is a State of Minnesota local government and public agency created under the laws of theState of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive publicsolicitation and contract award process for the benefit of its participating entities across the UnitedStates. It has the authority to develop and offer, among other services, joint purchasing services to itsparticipating entities.Sourcewellssolicitation process complies with State of Minnesota law andpolicies. Sourcewellsparticipating entities in the State of California may include: Federal and state government Cities, towns, and counties/parishes Education service cooperatives K12 and higher education Tribal government Some nonprofit Other public entitiesII. INDEFINITE DELIVERYINDEFINITE QUANTITY CONSTRUCTION PROGRAMSourcewell is soliciting bids for its IDIQ construction program. IDIQ contracting offers participatingentities access to competitively solicited and awarded contracts for projects related to construction orthe repair, alteration, modernization, or renovation of buildings, structures, or other real property.Sourcewell has engaged The Gordian Group, Inc. (Gordian) to provide management of its IDIQconstruction program. In this role, Gordian provides support to Sourcewell in the administration of theprogram, including: preparing Construction Task Catalogs and related technical specifications, providinginformation management systems and licenses to contractors, training to contractors, administering feecollection, consulting services to Sourcewell, and assisting with proposal package or work orderdevelopment. Participating Entities access Sourcewell IDIQ contracts resulting from this IFB throughrelevant purchasing authority, and work directly with Contractors awarded through this IFB.Under IDIQ, an awarded Contractor furnishes management, labor, materials, equipment, and incidentaldesign support needed to perform the work. Details of theprogramsoperation can be found within theContract, and General Terms and Conditions document included in this IFB.III. REQUIRED BIDDER QUALIFICATIONSIn determining a Bidder's responsibility and ability to perform under a Contract, Sourcewell has the rightto investigate and request information concerning the financial condition, experience record, personnel,equipment, facilities, business location(s) and organization of the Bidder, the Bidder's record withenvironmental regulations, and the claims and litigation history of the Bidder. Sourcewell reserves theright to verify theBiddersinformation and may request clarification from a Bidder.A. ABiddersbusiness must be normally engaged in performing the type of work specified within thisIFB and must have adequate organization, facilities, equipment, and personnel to ensure prompt andefficient service to a Sourcewell participating entity (as solely determined by Sourcewell).
Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 3 B. Bidders responding to a General Building solicitation must be willing and capable of providing all or amajority of the various types of construction work as specified in the Construction Task Catalog eitherthrough its own forces or by using subcontractors. Bidder must provide documentation of all applicablerequired licensure(s).C. Bidders responding toPaving, Roofing/Waterproofing, Plumbing, Sanitation System, Flooring,Abatement Services, Landscaping, Painting, Low Voltage Systems, Fire Protection, Mechanical/HVAC,Electrical, Solar, and/or Limited Specialty Contracts (C61)solicitations must perform at least51%of allcontracted work with its own organization and forces. The percentage calculation does not include fieldsuperintendents or office management personnel.D. Bidders must demonstrate a physical presence within the geographic boundary of the region(s), oradjacent region(s) to which they are bidding as identified in the Map of Sourcewell Contract Regions.IV. BID OVERVIEW AND PREPARATION INSTRUCTIONSA. REQUESTED INDEFINITE DELIVERYINDEFINITE QUANTITY CONSTRUCTION SERVICES. The IDIQservices specified include General Building, Paving, Roofing/Waterproofing, Plumbing, SanitationSystem, Flooring, Abatement Services, Landscaping, Painting, Low Voltage Systems, Fire Protection,Mechanical/HVAC, Electrical, Solar, and Limited Specialty Contracts. At this time, no specific projectshave been identified; work and work volume from any resulting contract are not guaranteed. Specificdescription of work and summary of duties for each category of construction can be found in theTechnical Specifications.B. PREPARATION INSTRUCTIONS. Strict compliance with the following instructions is required forproperly preparing a bid. Before submitting a bid, it is the responsibility of each Bidder to:1) Examine the IFB Documents thoroughly;2) Consider all applicable federal, state and local laws, regulations, ordinances, andprocurement codes that may affect costs, progress, performance, or furnishing of aparticipatingentityswork; and,3) Notify Sourcewell of all conflicts, errors, or discrepancies in the IFB Documents of whichBidder knows.The submission of a Bid constitutes a representation by the Bidder to Sourcewell that it has compliedwith the above requirements and that, without exception, its Bid is premised upon performing andfurnishing the Work required by this IFB.Bidders should include all relevant information in its bid. Sourcewell cannot consider information that isnot provided in the bid.C. ESTIMATED CONTRACT VALUE AND USAGE. Based on past volume of similar contracts, theestimated annual value of each contract resulting from this IFB is $5,797,275. Sourcewell anticipatesconsiderable activity under the contract(s) awarded from this IFB; however, work and work volume fromany resulting contract are not guaranteed.
Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 4 V. BID PRICINGA. CONSTRUCTION TASK CATALOG AND ADJUSTMENT FACTOR. In order to evaluate bid pricing and theretain consistency within contract pricing, Sourcewell usesGordiansproprietary Construction TaskCatalog (CTC). The CTC as a comprehensive listing of specific repair and construction related Tasks,together with a specific unit of measurement and a preset unit price (Unit Price). All Unit Prices withinthe CTC are based on local labor, material, and equipment prices for the direct cost of construction.Under this IFB, Bidders will offer price adjustments (Adjustment Factors) that will be applied to CTC UnitPrices. The Adjustment Factors represent either an increase to the present Unit Prices (such as 1.1000)or a decrease from the presetUnit Prices (such as 0.9800).A participatingentityscost for a specific task will be determined by multiplying the preset Unit Prices bythe appropriate quantities and by the appropriate Adjustment Factor (e.g., specific task cost = presetunit price in CTC * quantity needed * Adjustment Factor).1) Each Bidder must submit 3 Adjustment Factors to be applied to every task in the CTC. Thebid must be either an adjustmentdecrease from(e.g. 0.9800) orincrease to(e.g.1.1000) the Unit Prices listed in the CTC.2) The Bidder's Adjustment Factors must include all of the Bidder's direct and indirect costs.This includes, but is not limited to, its costs for overhead, profit, bond premiums above thereimbursable amount, insurance, mobilization, purchase order proposal development, andall contingencies in connection therewith. See pages 00t1006 of the CTC for a completeexplanation of what is and is not included in the Unit Prices. Note, where applicable, thebidder must comply with all applicable prevailing wage laws. The wage rates in the CTC werecurrent at the time these IFB Documents were issued.a. The first Adjustment Factorwill be applied to work to be accomplished duringNormal Working Hours and are performed on projects thatdo requireprevailing wagerates.b. The second Adjustment Factorwill be applied to work to be accomplished duringOther Than Normal Working Hours and are performed on projects thatdo requireprevailing wage rates.c. The third Adjustment Factorwill be applied to work to be accomplished at securedfacilities/OSHPD thatdo requireprevailing wage rates.d. The fourth Adjustment Factorwill be applied to work to be accomplished on allunion wage projects.e. The fifth Adjustment Factorwill be for work tasks not identified in the ConstructionTask Catalog. IQCC includes a provision for establishing of prices for Work requirementswhich are within the general scope of IQCC but were not included in the CTC at the timeof Contract award. These Tasks are referred to as "Non Prepriced Tasks (NPP)." NPPTasks may require new specifications and drawings and may subsequently beincorporated into the CTC. The bidders will offer an Adjustment Factor to be applied tothe actual material, equipment, and labor cost for NPP work Tasks.3) Adjustment Factors may be specified to the fourth decimal place. For example:1 . 1 0 0 0 Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 5 Or0 . 9 8 0 04) For bid evaluation purposes only, the following weighing of the Adjustment factors will beused to determine the Combined Adjustment Factor. Complete the following informationwithin the Sourcewell Procurement Portal:Adjustment FactorsWeightNormal Working HoursPrevailing Wage RateProjects50%Other Than Normal Working HoursPrevailingWage Rate Projects15%Secured/OSHPD Prevailing Wage Rate Projects 15%All Union Wage Projects 10%NonPrePriced Adjustment Factor 10%B. ADMINISTRATIVE FEES. Awarded contractors must pay an administrative fee in exchange for theadministration of the contracts by Sourcewell andSourcewellscontract administrator, Gordian. Thebidder must include the administrative fee in calculating theContractorsAdjustment Factors.Detailed information aboutSourcewellsadministrative fee can be found in Article VII. B of the GeneralTerms and Conditions.VI. CONTRACTBidders awarded a contract will be required to execute the Contract (including its General Terms andConditions) attached to this IFB.VII. BIDDING PROCESSA. PREBID CONFERENCE. Sourcewell will hold a nonmandatory prebid conference via webcast on thedate and time noted in the Solicitation Schedule and on the Sourcewell Procurement Portal. Thepurpose of this conference is to allow potential bidders to ask questions regarding this IFB. Informationabout the webcast will be sent to all entities that have registered for this solicitation opportunitythrough their Sourcewell Procurement Portal Vendor Account. Prebid conference attendance isoptional but highly encouraged.B. QUESTIONS REGARDING THIS IFB AND ORAL COMMUNICATION. Any questions regarding this IFBmust be submitted through the Sourcewell Procurement Portal. The deadline for submission ofquestions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers toquestions will be issued through an addendum to this IFB. Repetitive questions will be summarized intoa single answer and identifying information will be removed from the submitted questions.
Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 6 All questions, whether specific to a Bidder or generally related to the IFB, must be submitted using thisprocess. Do not contact individual Sourcewell staff (or any representative of Gordian) to ask questionsor request information as this may disqualify the Bidder from responding to this IFB. Sourcewell will notrespond to questions submitted after the deadline.C. ADDENDA. Sourcewell may modify this IFB; however, no Addenda will be issued later than 5 daysprior to the Bid Due Date, except an Addendum that withdraws or postpones this IFB. Addenda issuedby Sourcewell become a part of the IFB and will be delivered to potential Bidders through theSourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of anyaddenda.Before abid will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must beacknowledged by the Bidder by checking the box for each addendum. It is the responsibility of theBidder to check for any addenda that may have been issued up to the solicitation due date and time.If an addendum is issued after a Bidder submitted its Bid, the Sourcewell Procurement Portal willWITHDRAW the submission and change theBiddersBid status to INCOMPLETE. The Bidder can view thisstatus change in theMY BIDSsection of the Sourcewell Procurement Portal Vendor Account. TheBidder is solely responsible to check theMY BIDSsection of the Sourcewell Procurement PortalVendor Account periodically after submitting its Bid (and up to the Bid due date). If theBiddersBidstatus has changed to INCOMPLETE, the Bidder is solely responsible to:1) make any required adjustments to its bid,2) acknowledge the addenda, and3) ensure the resubmitted bid is received through the Sourcewell Procurement Portal no laterthan the Bid Due Date and time shown in the Solicitation Schedule above.D. BID SUBMISSION.Bidderscomplete bid must be submitted through the Sourcewell ProcurementPortal no later than the date and time specified in the Solicitation Schedule and on the SourcewellProcurement Portal. Any other form of bid submission, whether electronic, paper, or otherwise, will notbe considered by Sourcewell. Late bids will not be considered. It is theBidderssole responsibility toensure that the bid is received on time. To ensure receipt of the latest information and updates viaemail regarding this solicitation, or if the Bidder has obtained this IFB from a third party, the onus is onthe Bidder to create a Sourcewell Procurement Portal Vendor Account and register for this solicitationopportunity.Within the Procurement Portal, all bids must be digitally acknowledged by an authorized representativeof the Bidder attesting that the information contained in in the bid is true and accurate. By submitting abid, Bidder warrants that the information provided is true, correct, and reliable for purposes ofevaluation for potential contract award. The submission of inaccurate, misleading, or false information isgrounds for disqualification from a contract award and may subject the Bidder to remedies available bylaw.It is recommended that Bidders allow sufficient time to upload the bid and to resolve any issues thatmay arise. The time and date that a bid is received by Sourcewell is solely determined by the SourcewellProcurement Portal web clock. In the event of problems with the Sourcewell Procurement Portal, followthe instructions for technical support posted in the portal. It may take up to 24 hours to respond tocertain issues.
Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 7 Upon successful submission of a bid, the Portal will automatically generate a confirmation email to theBidder. If the Bidder does not receive a confirmation email, contactSourcewellssupport provider [email protected]. GENERAL BID REQUIREMENTS. Bids must be: In substantial compliance with the requirements of this IFB or it will be considerednonresponsive and be rejected Completeabid will be rejected if it is conditional or incompleteSubmitted in English Valid and irrevocable for 180 days following the Bid Due DateAny and all costs incurred in responding to this IFB will be borne by the Bidder.F. BID MODIFICATION WITHDRAWAL. A submitted bid may not be modified, withdrawn, or cancelledby the Bidder for a period of 180 calendar days following the time and date designated for the receipt ofbids. Prior to the deadline for submission of bids, any bid submitted may be modified or withdrawnthrough the Sourcewell Procurement Portal.G. OPENING. The Opening of Bids will be conducted electronically through the Sourcewell ProcurementPortal. A list of all Bidders will be made publicly available in the Sourcewell Procurement Portal after theBid Due Date, but no later than the Opening time listed in the Solicitation Schedule.To view the list of Bidders, verify that the Sourcewell Procurement Portal opportunities list search is settoAllorClosed.The solicitation status will automatically change toClosedafter the Bid Due Dateand Time.VIII. EVALUATION AND AWARDA. EVALUATION. Only responsive bids will be evaluated. A responsive bid must have been submitted ontime and materially satisfy all mandatory requirements identified in this IFB. Deviations or exceptionsstipulated inBiddersresponse, while possibly necessary in the view of the Bidder, may result indisqualification.B. AWARD(S). It is the intent of Sourcewell to award each Contract to the lowest, responsive,responsible Bidder(s) based on the Combined Adjustment Factor as calculated by Sourcewell within eachRegion.C. CONTRACT TERM. The term of the resulting contract(s) awarded by Sourcewell under thissolicitation will be one year. Sourcewell and Contractor may agree to up to five additional oneyearextensions. Sourcewell retains the right to consider additional extensions beyond six years as requiredunder exceptional circumstances.A Bidder will not be awarded more than one same scope Contract within any Region. The maximumnumber of contracts to be initially awarded for each geographic region and contract type are reflected inthe tables below:
Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 8 Region 1:General Building 2 ContractsElectrical 2 ContractsMechanical/HVAC 2 ContractsPaving 2 ContractsRegion 2:General Building 2 ContractsElectrical 2 ContractsMechanical/HVAC 2 ContractsPaving 2 ContractsRegion 3:General Building 2 ContractsElectrical 2 ContractsMechanical/HVAC 2 ContractsPaving 2 ContractsRegion 4:General Building 6 ContractsElectrical 2 ContractsMechanical/HVAC 2 ContractsPaving 2 ContractsRegion 5:General Building 6 ContractsElectrical 2 ContractsMechanical/HVAC 2 ContractsPaving 2 ContractsRegion 6:General Building 6 ContractsElectrical 2 Contracts Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 9 Mechanical/HVAC 2 ContractsPaving 2 ContractsRoofing/Waterproofing 2 Contracts Region 7:General Building 6 ContractsElectrical 4 ContractsMechanical/HVAC 4 ContractsPaving 4 ContractsRoofing/Waterproofing 4 ContractsFlooring 4 ContractsAbatement Services 4 ContractsLandscaping 2 ContractsPainting 2 Contracts Region 8:General Building 20 ContractsElectrical 6 ContractsMechanical/HVAC 6 ContractsPaving 6 ContractsRoofing/Waterproofing 6 ContractsFlooring 4 ContractsAbatement Services 4 ContractsPainting 4 ContractsLow Voltage Systems 4 ContractsFire Protection 2 ContractsPlumbing 4 ContractsSanitation Systems 4 ContractsLimited Specialty Contracts (C61) 6 ContractsRegion 9:General Building 8 Contracts Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 10 Electrical 4 ContractsMechanical/HVAC 4 ContractsPaving 4 ContractsRoofing/Waterproofing 4 ContractsFlooring 4 ContractsAbatement Services 4 ContractsPainting 2 ContractsPlumbing 4 ContractsLandscaping 2 ContractsSolar 2 ContractsRegion 10:General Building 4 ContractsElectrical 2 ContractsMechanical/HVAC 2 ContractsPainting 2 ContractsRoofing/Waterproofing 2 ContractsSourcewell reserves the right to award additional contracts from this solicitation, above the statedmaximum number, if it is determined to be in the best interests of Sourcewell and participatingentities, for a period of 180 Days (or longer, if mutually agreeable to both the bidder and Sourcewell).Sourcewell retains the right to waive any informality in aBiddersresponse. Sourcewell reserves theright to reject all bids and advertise again if, inSourcewellsopinion, the bids received do not meet orexceed the minimum needs and expectations of Sourcewell and its participating entities.Competitive Range.If Sourcewellreceives a wide margin of bid Adjustment Factors, either too high ortoo low, then the Sourcewell Bid evaluation committee may establish a Competitive Range for the IFB. Ifit is determined that aBiddersCombined Adjustment Factor is too far outside the Competitive Range,then the Bidder can be removed from consideration. The Bidder will be notified that it was determinedto be outside the Competitive Range after award of the contracts.Unbalanced Bid.A Bid may be removed from consideration if it is determined that the Bidder hasmathematically unbalanced its Bid to gain a competitive advantage. The Bid will be considered to beunbalanced if any Adjustment Factor is found to not cover thecontractorsreasonable actual cost.Those costs would include a reasonable prorated share of its anticipated profit, overhead cost, andother indirect costs that the bidder anticipates for the performance of the work as determined by theSourcewell Bid Review Committee.
Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 11 Other Than Normal Working Hours Adjustment Factors. ABiddersOther Than Normal Working HoursAdjustment Factors must be higher or equal to its Normal Working Hours Adjustment Factors.IX. ASSIGNMENT OF WORKSee the Contract, and General Terms and Conditions for a detailed description of how work will beassigned.X. PROTESTS OF AWARDSAny protest made under this IFB by a Bidder must be in writing, addressed toSourcewellsExecutiveDirector, and delivered to the Sourcewell office located at 202 12th Street NE, P.O. Box 219, Staples, MN56479. All documents that comprise the complete protest package must be received no later than 10calendar days followingSourcewellsnotice of contract award(s) or nonaward and must be timestamped by Sourcewell no later than 4:30 p.m., Central Time.A protest must allege a procedural or technical defect, with supporting documentation. A request for reevaluation of abidscontent will not be entertained.A protest must include the following items: The name, address, and telephone number of the protester The original signature of the protester or its representative Identification of the solicitation by IFB number A precise statement of the relevant facts Identification of the alleged breakdown in procedure or technical issues Identification of the legal or factual basis Any additional supporting documentation Protest bond in the amount of $20,000, except where prohibited by law or treatyProtests that do not address these elements will not be reviewed.XI. RIGHTS RESERVEDThis IFB does not commit Sourcewell to award any contract, and a bid may be rejected if it isnonresponsive, conditional, incomplete, conflicting, or misleading. Bids that contain false statements ordo not support an attribute or condition stated by the Bidder may be rejected.Sourcewell reserves the right to: Modify or cancel this IFB at any time Reject any and all bids received Reject bids that do not comply with the provisions of this IFB Independently verify any information provided in a Bid Disqualify any Bidder that does not meet the requirements of this IFB, is debarred orsuspended by the United States or Canada, State of Minnesota, participatingentitysstate;has an officer, or other key personnel, who have been charged with a serious crime; or isbankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect; Waive or modify any informalities, irregularities, or inconsistencies in the bids received Clarify any part of a bid Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 12 Award a contract if only one responsive bid is received if it is in the best interest ofparticipating entities Award a contract to one or more Bidders if it is in the best interest of participating entitiesXII. DISPOSITION OF BIDSAll materials submitted in response tothis IFB will become property of Sourcewell and will becomepublic record in accordance with Minnesota Statutes Section 13.591. It is theBiddersresponsibility toclearly identify any data submitted that it considers to be protected. Bidder must also include ajustification for the classification citing the applicable Minnesota law.Sourcewell will not consider the prices submitted by the Bidder to be confidential, proprietary, or tradesecret materials. Financial information, including financial statements, provided by a Bidder is notconsidered trade secret under the statutory definition.The Bidder understands that Sourcewell will reject bids that are marked confidential nonpublic, eithersubstantially or in their entirety.[Map of Regions to Follow] Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 13 MAP OFSOURCEWELL CONTRACTREGIONSSolicitation #CA101723
Region 1Colusa Humboldt TehamaDel Norte Lake TrinityGlenn Mendocino
Rev. 4/2023 Sourcewell IFB #CA101723Indefinite DeliveryIndefinite Quantity Construction Contracts in the State of CaliforniaPage 14 Region 2Butte Plumas SierraLassen Shasta SiskiyouModacRegion 3El Dorado Placer SutterNevada Sacramento YubaRegion 4Contra Costa Napa SonomaMarin Solano YoloRegion 5Fresno Merced StanislausKings San Joaquin TulareMaderaRegion 6Alameda San Francisco Santa ClaraMonterey San Mateo Santa CruzSan BenitoRegion 7Kern Santa Barbara VenturaSan Luis ObispoRegion 8Los Angeles Riverside San BernardinoOrangeRegion 9Imperial San DiegoRegion 10Alpine Inyo MonoAmador Mariposa TuolumneCalaveras 09/13/2023Addendum No. 1Solicitation Number: IFB #CA101723Solicitation Name: Indefinite DeliveryIndefinite Quantity ConstructionCaliforniaConsider the following to be part of the abovetitled solicitation documents. The remainder of thedocuments remain unchanged.Updated San Diego Housing Commission Provisions, Terms and Conditions, Forms, have beenuploaded to the document section of the bid details page. The document originally posted for this IFBas a .ZIP file entitledSan_Diego_Housing_Commission_Provisions,_Terms_and_Conditions,_Formshas been removed and the updated Provisions, Terms and Conditions, and Forms have been uploadedto the Sourcewell Procurement Portal. Please download the .ZIP folder again, now entitledUpdated_ San_Diego_Housing_Commission_Provisions,_Terms_and_Conditions,_Formsto ensure you have thecorrect documents.The following listed original files has been removed from the IFB:San_Diego_Housing_Commission_Provisions,_Terms_and_Conditions,_FormsThe following listed files have been inserted in the IFB and are found in the revised .ZIP file:Updated_ San_Diego_Housing_Commission_Provisions,_Terms_and_Conditions,_FormsEnd of AddendumAcknowledgement of this Addendum to IFB CA101723 posted to the Sourcewell Procurement Portalon 09/13/2023, is required at the time of proposal submittal.
09/13/2023Addendum No. 2Solicitation Number: IFB #CA-101723Solicitation Name: Indefinite Delivery-Indefinite Quantity Construction - CaliforniaConsider the following to be part of the above-titled solicitation documents. The remainder of thedocuments remain unchanged.Question 1:CTC specs for region 4,6,7,8 appear to be damaged files and are unable to be opened. Can new filesplease be uploaded?Answer 1:An error in downloading the files contained in ZIP folder IFB_CA-101723_CTC(s),_Contract_Template,_Technical_Specifications,_Terms_and_Conditions has beenidentified.The folder posted to the documents section for this IFB entitled “IFB_CA-101723_CTC(s),_Contract_Template,_Technical_Specifications,_Terms_and_Conditions.zip” has beenupdated with new CTC’s for Region’s 4, 5, 6, and 7. Please redownload the folder to access these newCTC documents.End of AddendumAcknowledgement of this Addendum to IFB CA-101723 posted to the Sourcewell Procurement Portalon 09/13/2023, is required at the time of proposal submittal.
09/19/2023Addendum No. 3Solicitation Number: IFB #CA-101723Solicitation Name: Indefinite Delivery-Indefinite Quantity Construction - CaliforniaConsider the following Questions and Answers to be part of the above-titled solicitationdocuments. The remainder of the documents remain unchanged.Question 1:Can past awarded adjustment factors be provided?Answer 1:Contract documentation, including the bid tabulation, for past solicitations is maintainedon the Sourcewell website. For examples of current Sourcewell-awarded IDIQ contracts,navigate to the page on the Sourcewell website at the following address:https://www.sourcewell-mn.gov/cooperative-purchasing-eziqc/search.Question 2:The ZIP folder titled“Updated_San_Diego_Housing_Commission_Provisions,_Terms_and_Conditions,_Forms”cannot be opened, the error states that the path is too long. Is it possible to shorten thename of the file so it can be opened?Answer 2:An error in downloading the files contained in ZIP folder“Updated_San_Diego_Housing_Commission_Provisions,_Terms_and_Conditions,_Forms”has been identified.The file name under the heading“Updated_San_Diego_Housing_Commission_Provisions,_Terms_and_Conditions,_Forms”has been shortened and can now be opened. Download this file to access the documents.
Question 3:We have reviewed the IFB documents but do not find any bid submissiondocuments? Are the bid documents going to be released at a later date?Answer 3: All solicitation documents have been uploaded to the Sourcewell Procurement Portal. Allbids must be submitted through the Sourcewell Procurement Portal. End of Addendum Acknowledgement of this Addendum to IFB #CA-101723 posted to the SourcewellProcurement Portal on 09/19/2023, is required at the time of proposal submittal. 09/25/2023Addendum No. 4Solicitation Number: IFB #CA-101723Solicitation Name: Indefinite Delivery-Indefinite Quantity Construction - CaliforniaConsider the following to be part of the above-titled solicitation documents. Theremainder of the documents remain unchanged.***Due to a technical error, Table 1: Bidder Identity, was omitted. This table has nowbeen added to the Sourcewell Procurement Portal.***Question 1:I am unclear on the bonding requirement necessary for this bid. What are the bondingrequirements to submit a bid to this solicitation? Do we present our current bondingcapability, and then Sourcewell determines if it is sufficient for the contract?Or is there a given level of bonding capability that we need to show?Answer 1:The bonding requirement to submit a bid for this solicitation is to simply provide acurrent letter from your bonding company stating what your capacity is. It is up to youand the bonding company to determine how best to present this information, buttypically a single and aggregate total is provided.On a per project basis, additional bonds may be required by the Participating Entity.Refer to General Terms and Conditions, specifically article IV, L, Bonds: Payment andPerformance or Material and Workmanship.End of AddendumAcknowledgement of this Addendum to IFB #CA-101723 posted to the SourcewellProcurement Portal on 09/25/2023, is required at the time of proposal submittal.
09/29/2023 Addendum No. 5 Solicitation Number: IFB #CA-101723Solicitation Name: Indefinite Delivery-Indefinite Quantity Construction - CaliforniaConsider the following Questions and Answers to be part of the above-titled solicitationdocuments. The remainder of the documents remain unchanged. Question 1:If a Parent Company has multiple trade subsidiaries with separate tax identification numbers and business licenses, should they submit as the Parent Company listing the subsidiary groups and ID numbers? Should the subsidiaries all submit separately?Answer 1:A Parent Company may demonstrate its willingness and capability of providing all or a majority of the work as specified in the Construction Task Catalog through subcontracts with its subsidiary companies. Article III, Part C requires Bidders responding to the trade-specific contract opportunities listed in the IFB to perform at least 51% of the contracted work through its own forces.If any Bidder for a trade-specific contract opportunity cannot itself complete at least51% of the contracted work, the Bidder may be deemed nonresponsive. Article IV, Part B states a Bid is a representation of the Bidder that "its Bid is premisedupon performing and furnishing the Work required by this IFB.” If a Bidder is not able to perform or furnish the Work as demonstrated through the requirements of Article III, the Bidder may be deemed nonresponsive. Bidders should ensure it is responsive to the requirements as defined in Article III basedupon the type of contract opportunity for which it intends to Bid. Question 2:What is the local office requirement?
Answer 2:Bidders must demonstrate a physical presence within the geographic boundary of the region(s), or adjacent region(s) to which they are bidding as ” Question 3: The general contractor is to provide adjustment factors for self-performed tasks. Do we provide adjustment factors for subcontracted work as well? Answer 3:The general contractor will provide an adjustment factor to cover all tasks in theConstruction Task Catalog. The adjustment factor includes work that may be self-performed or completed by a subcontractor. Question 4: Will as-built drawings be required in a specific format? i.e. CAD, Revit, Acrobat, basic hand drawn?Answer 4: The necessity and format of as-built drawings will be determined on a project-by-project basis and determined during the Joint Scope Question 5: Regarding construction trailers, if the contractor does not need a trailer, but the owner is stating they want one for the project, then we use the catalog to add the trailer to the proposal? Does the catalog include power, furniture, etc.? Answer 5:If the owner is requiring an on-site construction trailer, then costs for the trailer, equipment, furniture, power can be pulled out of line items from the CTC. Determinations on this are often made during the Joint Scope Question 6: We have a headquarter office in Los Angeles County and have a branch trailer office inSanta Barbara County. Can we use that trailer office address and bid the contract for Region 7? Answer 6: Refer to question two of this addendum and IFB Article III, D.
Question 7:Is there an estimated number of bidders that you're expecting?Answer 7: No. End of Addendum Acknowledgement of this Addendum to IFB #CA-101723 posted to the Sourcewell Procurement Portal on 09/29/2023, is required at the time of proposal submittal. 10/02/2023Addendum No. 6Solicitation Number: IFB #CA-101723Solicitation Name: Indefinite Delivery-Indefinite Quantity Construction - CaliforniaConsider the following Questions and Answers to be part of the above-titled solicitationdocuments. The remainder of the documents remain unchanged.Question 1:Can you please clarify if the bid opening on 10/17 is virtual and open for bidders toattend?Answer 1:Refer to Article V, Part G of the IFB also noted below for reference.OPENING. The Opening of Bids will be conducted electronically through theSourcewell Procurement Portal. A list of all Bidders will be made publiclyavailable in the Sourcewell Procurement Portal after the Bid Due Date, but nolater than the Opening time listed in the Solicitation Schedule.Question 2:What is the procedure for bidding on multiple contract opportunities within aregion? For example there are 20 General Building contracts available in Region 8. Tobid all 20 contracts do you change the factor for each contract and submit?Answer 2:You will only enter one set of adjustment factors for each trade per region being bid.The same adjustment factors are used for all the same trade opportunities. For example,there are 20 contract opportunities available for General Building in Region 8 and youwill use one adjustment factor for all. The 20 lowest bids based on combinedadjustment factors will receive a contract.
End of AddendumAcknowledgement of this Addendum to IFB #CA-101723 posted to the SourcewellProcurement Portal on 10/02/2023, is required at the time of proposal submittal. 10/11/2023Addendum No. 7Solicitation Number: IFB #CA-101723Solicitation Name: Indefinite Delivery-Indefinite Quantity Construction - CaliforniaConsider the following Questions and Answers to be part of the above-titled solicitationdocuments. The remainder of the documents remain unchanged.Question 1:Is there a self performance requirement for bidders responding to a General Buildingsolicitation?Answer 1:Refer to IFB Article III, Part B. “Bidders responding to a General Building solicitation mustbe willing and capable of providing all or a majority of the various types of constructionwork as specified in the Construction Task Catalog either through its own forces or byusing subcontractors. Bidder must provide documentation of all applicable requiredlicensure(s).”Question 2:For Table 3: Office Address(s), is the Contractor required to have a fully operating officein each region that its submitting the bids for? For example, would a physical officeaddress of a Contractor's headquarter in Los Angeles County be suitable to submit for abid for Region 9 (San Diego, Imperial)?Answer 2:Refer to IFB Article III, Part D. Each bidder must have a physical presence in or adjacentto each region to which they are submitting a bid. In the example, Los Angeles County isin Region 8 which is adjacent to Region 9 on the Map of Sourcewell Contract Regionsmaking the office location in Los Angeles County suitable to bid in Region 9.
Question 3:Can a contractor make a request to see a sample bid package?Answer 3:Contract documentation, including the bid tabulation, for past solicitations is maintained on the Sourcewell website. For examples of current Sourcewell-awarded IDIQ contracts, navigate to the page on the Sourcewell website at the following address: https://www.sourcewell-mn.gov/cooperative-purchasing-eziqc/search. End of AddendumAcknowledgement of this Addendum to IFB #CA-101723 posted to the SourcewellProcurement Portal on 10/11/2023, is required at the time of proposal submittal.
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Indefinite Delivery‐Indefinite Quantity Construction Contract General Terms and Conditions
for
Solicitation: IFB #CA‐101723
I. DEFINITIONS
The following definitions apply to all articles of the Contract and General Terms and Conditions.
A. ADJUSTMENT FACTORS. The Contractor's competitively bid price adjustment to the Unit Prices that are published in the Construction Task Catalog. Adjustment Factors are expressed as an increase to or decrease from the Construction Task Catalog’s published prices and may be modified periodically during the term of this Contract, through written amendment.
B. BID SAFE. A proprietary software product of Gordian that offers a secure, online construction procurement process. This software may not be applicable in a particular region or project.
C. CONSTRUCTION TASK CATALOG (CTC). The CTC is Gordian’s proprietary comprehensive listing of specific construction‐related tasks created and customized for the solicitation under which this Contract was awarded. Each task has an assigned specific unit of measurement and Unit Price using current local labor, material, and equipment costs. The CTC, which is incorporated by reference into this Contract, and may be amended periodically during the term of this Contract, upon mutual agreement of the parties.
D. CONTRACT DOCUMENTS. The following documents comprise the Contract Documents in the following order of precedence:
1. Participating Entity’s Purchase Order which may include plans, drawings, and supplemental technical specifications
2. Standard specifications of the Participating Entity (if any)1
3. This Contract, which also includes the General Terms and Conditions
4. Construction Task Catalog
5. Technical Specifications
1 San Diego Housing Commission provisions, contract terms and conditions, and forms have been provided as a downloadable document in the documents section of this IFB’s Bid Details page. These documents apply to all work being performed for the San Diego Housing Commission.
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E. DAYS. Calendar days, unless specifically stated otherwise.
F. DETAILED SCOPE OF WORK. A document created by the Participating Entity, in conjunction with the Gordian and the Contractor, following a Joint Scope Meeting that details the work the Contractor will perform for a particular Purchase Order.
G. THE GORDIAN GROUP, INC. OR GORDIAN. Sourcewell’s designated representative and contract administrator for this Contract. Gordian’s support includes preparing Construct Task Catalogs and related technical specifications, providing information management systems, training to contractors, administering fee collection, and assisting with proposal or work order development.
H. HOLIDAYS. Specific days designated as legal holidays of Participating Entity, including those designated holidays under its Project Labor Agreement, and those days that Sourcewell designates as Holidays: New Year’s Day (January 1), Memorial Day, Independence Day (July 4), Labor Day, Thanksgiving Day, Friday after Thanksgiving, Christmas Eve Day (December 24), and Christmas Day (December 25); when a holiday falls on a Saturday, the preceding Friday will be observed as a holiday and when it falls on a Sunday, the following Monday will be observed as a holiday.
I. JOINT SCOPE MEETING. The Contractor, Participating Entity representative, and Gordian representative assemble at the Site to discuss the Project and Scope of Work. The Participating Entity will present the Project in detail, with a job site visit by the Contractor, prior to preparing and submitting a Detailed Scope of Work.
J. NON‐PRE‐PRICED TASK (NPP). A task not included in the Construction Task Catalog, but that is within the general scope and intent of this Contract.
K. PARTICIPATING ENTITY. An entity accessing this Contract in order to accomplish the work with the Contractor. Participating entities include state and local government, education, nonprofit, tribal government, and other public agencies located within the Region described in the Contract.
L. PRICE PROPOSAL. The proposed pricing document prepared for the Participating Entity by the Contractor using the Construction Task Catalog, Adjustment Factors, and appropriate quantities.
M. PROJECT. The work to be accomplished by the Contractor in satisfaction of a requirement or group of related requirements pursuant to one or more Purchase Orders.
N. PROJECT MANAGER. The person or firm designated by a Participating Entity and authorized to represent the Participating Entity in connection with a signed Purchase Order.
O. PROPOSAL PACKAGE. A group of documents and files consisting of the: Price Proposal; incidental drawings, sketches, or specification information; quantity take‐offs supporting all material quantities; catalog cuts providing information on materials or products, as specifically
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requested; list of known Subcontractors; construction schedule; back‐up for any Non Pre‐Priced Tasks; warranty information on special equipment or materials; and or other such documentation as the Participating Entity may require.
P. PURCHASE ORDER. The document establishing the engagement by the Participating Entity to the Contractor to complete a Detailed Scope of Work for the Purchase Order Price within the Purchase Order Completion Time. The Purchase Order may consist of a notice to proceed, signed work order, or other Participating Entity required documentation.
Q. PURCHASE ORDER COMPLETION TIME. The period of time set forth in the Purchase Order by which the Contractor must complete the Detailed Scope of Work.
R. PURCHASE ORDER PRICE. The value of the approved Price Proposal and not to exceed price to be paid to the Contractor by the Participating Entity for completing the Detailed Scope of Work within the Purchase Order Completion Time.
S. REQUEST FOR PROPOSAL. The Participating Entity’s written request for a contractor to prepare and submit a Proposal Package for a specific Detailed Scope of Work. A request for proposal is not a guarantee of work.
T. SITE. The area upon or in which the Contractor performs the Detailed Scope of Work and such other areas adjacent thereto as may be designated by the Participating Entity.
U. SUBCONTRACTOR. Any person, firm, or corporation, other than employees of the Contractor, that contracts with the Contractor or its subcontractors to furnish, or actually furnishes labor, or labor and materials, or labor and equipment, at the Site. The term "Subcontractor" is referred to throughout the Contract Documents as if singular in number and means a Subcontractor or an authorized representative of the Subcontractor.
V. SUPPLEMENTAL PURCHASE ORDER. A purchase order issued to add, delete, or change work from an existing related Purchase Order.
W. TECHNICAL SPECIFICATIONS. The comprehensive listing of standards for quality of workmanship and materials, and the standard for the required quality of the work. The Technical Specifications are numbered and organized in the Construction Specification Institute's (CSI) master format. All specifications are filed in divisions per CSI guidelines. Except when substitutions are clearly impermissible, all references in the Technical Specifications or the CTC to a specific manufacturer, trade name, or catalog is intended to be descriptive but not restrictive and only to indicate to the Contractor those items that will be satisfactory.
X. UNIT PRICE. The price published in the Construction Task Catalog for a task.
Y. WORK. The labor, material, equipment, and services necessary or convenient to the completion of Purchase Order(s).
II. PARTICIPATING ENTITY CONTRACT ACCESS
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The benefits of this Contract should be available to all Participating Entities that can legally access the Scope of Work of this Contract. Any entity accessing the benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. The Contractor understands that a Participating Entity’s use of this Contract is at the Participating Entity’s sole convenience and that each Participating Entity reserves the right to obtain construction services from any other source.
III. GENERAL CONDITIONS FOR PERFORMING WORK
A. COMPLIANCE.
1. Legal and Contractual. The work will be conducted by the Contractor in strict compliance with this Contract and all applicable federal, state, and local laws, regulations, codes, directives, standards, and specifications; this includes, but is not limited to city building codes, the specific Detailed Scope of Work, and Technical Specifications of a Purchase Order. If the Purchase Order specifies a standard that is different or more stringent that a particular law, code, or regulation, the standard set forth in the Purchase Order will control.
2. Licenses. The Contractor must maintain valid and current federal, state, and local licenses, bonds,
and permits required for the operation of the business that the Contractor conducts with Sourcewell and Participating Entities. The Contractor will keep these documents properly posted at the Site at all times during the performance of the work.
3. Permits and Filings. The Contractor will make the necessary arrangements for and
obtain all filings and permits required for the work, including the preparation of all drawings, sketches, calculations and other documents and information that may be required therefor. If the Contractor is required to pay an application fee for filing a project, a fee to obtain a building permit, or any other permit fee to the city, state or some other governmental or regulatory agency, then the amount of such fee paid by the Contractor will be treated as a reimbursable task to be paid a mark‐up of 10%. The Contractor will submit a copy of the receipt for payment of such fees. The 10% mark‐up will cover all costs over and above the filing and permit fees, including expeditor fees.
B. PUBLIC FACILITIES, IDENTIFICATION, AND SECURITY REQUIREMENTS. The Contractor’s employees may be required to perform work at government‐owned facilities, including schools.
The Contractor’s employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with the applicable Participating Entity’s policies and procedures, and all applicable laws. The Contractor will comply with all identification and security requirements that the Participating Entity may establish.
In the event the Contractor is required to work within a secured facility where labor, material, and equipment must be inspected to pass through a secured perimeter, and all work must be constantly monitored by facility personnel (such as a department of corrections prison) the Contractor will be paid for the labor time lost as a result of such perimeter inspection, as well as any loss of time resulting from a temporary shut down of the work site required by the facility (such as a temporary shut down to move prisoners).
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C. CONTRACTOR RECORDS AND REPORTS. The Contractor will maintain accurate and complete records, files and libraries of documents to demonstrate compliance with federal, state, and local regulations, codes, applicable laws listed herein; including manufacturers' instructions and recommendations which are necessary and related to the work to be performed.
The Contractor will prepare and submit required reports, maintain current record drawings, and submit required
information to Gordian and/or the Participating Entity, as applicable. The Contractor will provide: materials lists that include trade names and brand names, and model materials lists that include trade names, brand names, model number, and ratings (if appropriate) for all materials necessary to complete the Purchase Order. Upon full payment for the Project, the documents created by Contractor for the Participating Entity that are specific to the Project will become the property of the Participating Entity; including all applicable intellectual property rights.
D. GORDIAN IQCC SYSTEM. Gordian’s proprietary IQCC system includes Gordian’s proprietary JOC software applications (JOC Applications) and construction cost data (Construction Task
Catalog®), which shall be used by the Contractor solely for the purpose of fulfilling its obligations under this Contract, including the preparation and submission of Price Proposals, subcontractor lists, and other requirements specified by the Owner. Contractor’s use, in whole or in part, of Gordian’s JOC Applications, Construction Task Catalog® and other proprietary materials provided by Gordian for any purpose other than to execute work under this Contract for the Owner is strictly prohibited unless otherwise approved in writing by Gordian. The Contractor hereby agrees to abide by the terms of the following IQCC System License:
IQCC System License
Gordian hereby grants to the Contractor for the term of this Contract, a non‐exclusive right, non‐transferable, privilege, and license to Gordian’s proprietary IQCC System (comprised of the JOC software applications and support documentation, the CTC, construction cost data, Technical Specifications, training materials, marketing materials and any other proprietary materials provided to Contractor by Gordian (collectively referred to as “Proprietary Information”). The Proprietary Information will be used for the sole purpose of executing Contractor’s responsibilities to Sourcewell and the Participating Entities under this Contract (“Limited Purpose”). In the event this Contract expires or terminates as provided herein, or the Gordian’s contract with Sourcewell expires or terminates, this IQCC System License will terminate and the Contractor will return all Proprietary Information in its possession to Gordian.
Contractor acknowledges that Gordian will retain exclusive ownership of all proprietary rights to the Proprietary Information, including all U.S. and international intellectual property and
other rights such as patents, trademarks, copyrights and trade secrets.
Contractor will have no right or interest in any portion of the Proprietary Information except the right to use the Proprietary Information for the Limited Purpose set forth herein. Except in furtherance of the Limited Purpose, Contractor must not distribute, disclose, copy, reproduce, display, publish, transmit, assign, sublicense, transfer, provide access to, use or sell, directly or indirectly (including in electronic form), any portion of the Proprietary Information.
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Contractor acknowledges and agrees to respect the copyrights, trademarks, trade secrets, and other proprietary rights of Gordian in the Proprietary Information during and after the term of this Contract, and must at all times maintain complete confidentiality with regard to the Proprietary Information provided to Contractor, subject to federal, state and local laws related to public disclosure. Contractor further acknowledges that a breach of any of the terms of this Contract by Contractor will result in irreparable harm to Gordian for which monetary damages would be an inadequate remedy, and Gordian will be entitled to injunctive relief (without the necessity of posting a bond) as well as all other monetary remedies available at law or in equity. In the event that it becomes necessary for either party to this IQCC System License to enforce the provisions of this Contract or to obtain redress for the breach or violation of any of its provisions, whether by litigation, arbitration or other proceedings, the prevailing party will be entitled to recover from the other party all costs and expenses associated with such proceedings, including reasonable attorney’s fees.
In the event of a conflict in terms and conditions between this IQCC System License and any other
terms and conditions of this Contract or any Order, Purchase Order or similar purchasing document (Purchase Order) issued by Sourcewell or a Participating Entity, this IQCC System License will take precedence.
E. REVIEW OF FIELD CONDITIONS. Before submitting a Price Proposal, the Contractor must:
carefully study the Detailed Scope of Work, as well as the information furnished by the Participating Entity; take field measurements of any existing conditions related to the work; and observe any conditions at the Site affecting the Price Proposal. Any design errors or omissions, other errors, inconsistencies, or omissions discovered by the Contractor must be reported promptly to the Project Manager. It is recognized that the Contractor’s review is made in the Contractor’s capacity as a Contractor and not as a licensed design professional. The Contractor is not required to ascertain that the Detailed Scope of Work is in accordance with applicable laws, statutes, ordinances, building codes, and rules and regulations. However, any nonconformity discovered by or made known to the Contractor must be reported promptly to the Project Manager.
F. PERSONNEL. The Contractor will employ competent personnel for the development of the Project’s Detailed Scope of Work, the preparation of the Price Proposal and the execution of the work. During the performance of the work, the superintendent assigned to the Project will represent the Contractor, and communications given to the superintendent will be as binding as if given to the Contractor. Important communications must be confirmed in writing. Other communications will be similarly confirmed on written request in each case.
G. SUPERVISION. The Contractor must enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the work. The Contractor will supervise and direct the performance of the Detailed Scope of Work, using the Contractor’s best skill and attention. The Contractor will be solely responsible for and have control over construction means, methods, techniques, sequences and procedures and for coordinating all portions of the work. If the Detailed Scope of Work gives specific instructions concerning construction means, methods, techniques, sequences or procedures, the Contractor will evaluate the Site safety thereof and, except as stated below, will be fully and solely responsible for the jobsite safety of such means, methods, techniques, sequences or procedures. If the Contractor determines that
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such means, methods, techniques, sequences or procedures may not be safe, the Contractor will give timely written notice to the Project Manager and will not proceed with that portion of the work without further written instructions from the Project Manager.
The Contractor will be responsible to the Participating Entity for acts and omissions of the
Contractor’s employees, Subcontractors and their agents and employees, and other persons or entities performing portions of the work for or on behalf of the Contractor or any of its Subcontractors.
The Contractor will be responsible for inspection of portions of work already performed to determine that such portions are in proper condition to receive subsequent work.
H. WORKMANSHIP AND QUALITY. The Contractor may make substitutions only with the written consent of the Project Manager. The Contractor will not permit employment of unfit persons or persons not skilled in the portions of the work assigned to them.
I. SHOP DRAWINGS, PRDUCT DATA, AND SAMPLES.
1. Shop drawings, product data, samples, and similar submittals are not considered as Contract Documents. The purpose of their submittal is to demonstrate for those portions of the Detailed Scope of Work for which submittals are required by the Contract Documents the way by which the Contractor proposes to conform to the information given and the design concept expressed in the Detailed Scope of Work.
Submittals that are not required by the Contract Documents may be returned by the Project Manager without action.
2. The Contractor must review for compliance with the Contract Documents, approve and submit to the Project Manager shop drawings, product data, samples and similar submittals required with reasonable promptness and in such sequence as to cause no delay in the work or in the activities of the Participating Entity or of separate contractors. Submittals that are not marked as reviewed for compliance with the Contract Documents and approved by the Contractor may be returned by the Project Manager without action.
3. By approving and submitting shop drawings, product data, samples and similar submittals, the Contractor represents that it has determined and verified materials, field measurements, and field construction criteria related thereto, or will do so, and has checked and coordinated the information contained within such submittals with the requirements of the Detailed Scope of Work and of the Contract Documents.
4. The Contractor must perform no portion of the work for which the Contract Documents require submittal and review of shop drawings, product data, samples, or similar submittals until the respective submittal has been approved by the Project Manager.
5. The work will be performed in accordance with approved submittals except that the Contractor will not be relieved of responsibility for deviations from requirements of the Contract Documents by the Project Manager’s approval of shop drawings, product data, samples or similar submittals unless the Contractor has specifically informed the Project Manager in writing of such deviation at the time of submittal and a) the Project
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Manager has given written approval to the specific deviation as a minor change in the work, or b) a Supplemental Purchase Order or written notice has been issued authorizing the deviation. The Contractor will not be relieved of responsibility for errors or omissions in shop drawings, product data, samples or similar submittals by the Project Manager’s approval thereof.
6. The Contractor will direct specific attention, in writing or on resubmitted in shop drawings, product data, samples or similar submittals, to revisions other than those requested by the Project Manager on previous submittals. In the absence of such written notice the Project Manager’s approval of a resubmission will not apply to such revisions.
7. All costs for normal submittal information (shop drawings, cut sheets, performance information, installation or erection drawings, etc.) are included in the CTC line item costs.
8. The Contractor will not be required to provide professional services which constitute the practice of architecture or engineering unless such services are specifically requested by the Participating Entity and required by the Detailed Scope of Work; or unless the Contractor needs to provide such services in order to carry out the Contractor’s responsibilities for construction means, methods, techniques, sequences and procedures, and such services are approved by the Participating Entity. The Contractor will not be required to provide professional services in violation of applicable law. If professional design services or certifications by a design professional related to systems, materials or equipment are specifically required of the Contractor by the Detailed Scope of Work, the Participating Entity will specify all performance and design criteria that such services must satisfy, and the costs associated with such services will be represented by including the appropriate tasks from the CTC. The Contractor will cause such services or certifications to be provided by a properly licensed design professional, whose signature and seal must appear on all drawings, calculations, specifications, certifications, shop drawings and other submittals prepared by such professional. Shop drawings and other submittals related to the work designed or certified by such professional, if prepared by others, will bear such professional’s written approval when submitted to the Project Manager. The Participating Entity will be entitled to rely upon the adequacy, accuracy and completeness of the services, certifications or approvals performed by such design professionals, provided the Participating Entity has specified to the Contractor all performance and design criteria that such services must satisfy. The Project Manager will review, approve, or take other appropriate action on submittals only for the limited purpose of checking for conformance with information given and the design concept expressed in the Detailed Scope of Work. The Contractor will not be responsible for the adequacy of the performance or design criteria required by the Detailed Scope of Work. The Participating Entity will have the right to provide, or designate a representative to provide, any architectural or engineering services necessary for completion of the Work.
J. CUTTING AND PATCHING.
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1. The Contractor will be responsible for cutting, fitting, or patching required to complete the Detailed Scope of Work or to make its parts fit together properly.
2. The Contractor will not damage or endanger a portion of the work, or fully or partially completed construction of the Participating Entity or separate contractors, by cutting, patching, or otherwise altering such construction, or by excavation. The Contractor will not cut or otherwise alter such construction by the Participating Entity or a separate contractor except with written consent of the Participating Entity and of such separate contractor. The Contractor will not unreasonably withhold from the Participating Entity or a separate contractor the Contractor’s consent to cutting or otherwise altering the work.
K. CLEAN UP.
1. The Contractor will keep the Site and surrounding areas free from accumulation of waste materials or rubbish caused by operations under the Purchase Order. At completion of the work, the Contractor will remove from and about the Site all waste materials, rubbish, Contractor’s tools, construction equipment, machinery, and surplus materials.
2. If the Contractor fails to clean up, the Participating Entity may do so, and the cost thereof will be charged to the Contractor.
L. ACCESS TO THE WORK. The Contractor will provide the Project Manager access to the work at all times.
M. SUBCONTRACTORS.
1. The Contractor, as soon as practicable after award of the Purchase Order, will furnish in writing to the Project Manager the names of persons or entities (including those who are to furnish materials or equipment fabricated to a special design) proposed for each portion of the work. The Project Manager will promptly reply to the Contractor in writing stating whether or not, after due investigation, the Contractor has reasonable objection to any such proposed person or entity. Failure of the Project Manager to reply promptly will constitute notice of no reasonable objection.
2. The Contractor will not subcontract with a proposed person or entity with whom the Participating Entity or Project Manager has made reasonable and timely objection.
Similarly, the Contractor will not be required to subcontract with anyone with whom the Contractor has made reasonable objection.
3. If the Participating Entity or Project Manager has reasonable objection to a subcontractor proposed by the Contractor, the Contractor will propose another to whom the Participating Entity or Project Manager has no reasonable objection.
N. COORDINATION WITH OTHER CONTRACTORS.
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1. The Participating Entity reserves the right to perform construction or operations related to the Purchase Order with the Participating Entity’s own forces, and to award separate contracts in connection with other portions of the Project or other construction or operations on the Site.
2. The Participating Entity will provide for coordination of the activities of the Participating Entity’s own forces and of each separate contractor with the work of the Contractor, who will cooperate with them. The Contractor will participate with other separate contractors and the Participating Entity in reviewing their construction schedules when directed to do so. The Contractor will make any revisions to the construction schedule deemed necessary after a joint review and mutual agreement. The construction schedules will then constitute the schedules to be used by the Contractor, separate contractors, and the Participating Entity until subsequently revised.
O. PROPRIETARY RIGHTS, PATENT AND COPYRIGHT INFRINGEMENT.
1. Contractor will defend any action or proceeding brought against Sourcewell or any Participating Entity based on any assertion or claim that the Work, or any part thereof, or the operation thereof or use of the Work or any part thereof, constitutes infringement of any third party proprietary rights, trademark, patent or copyright, now or hereafter issued “Proprietary Rights.” Contractor will defend, indemnify and hold harmless Sourcewell or any Participating Entity from and against all damages and costs, including attorney’s fees, awarded against Sourcewell or Participating Entity or Contractor in any such action or proceeding. Contractor further agrees to keep Sourcewell and any Participating Entity informed of all developments in the defense of such actions or proceedings.
2. In the event a Participating Entity is enjoined from the completion of the Work, or any part thereof in connection with any claim of infringed proprietary rights, Contractor will at it sole expense take reasonable steps to procure the right or license to operate or use the Work. If Contractor cannot so procure the aforesaid right within a reasonable time, Contractor will then, promptly at Contractor’s option and Contractor’s expense and in consultation with the Participating Entity, (a) modify the Work so to avoid infringement of any Proprietary Rights; or (b) replace said Work with Work that does not infringe or violate any such Proprietary Rights.
3. Sections 1 and 2 above will not be applicable to any action or proceeding based on infringement or violation of a Proprietary Right (a) relating solely to a particular process or the product of a particular manufacturer specified by the Participating Entity and such processes or products are something other than that which has been offered or recommended by Contractor to the Participating Entity; or (b) arising from modifications to the Work by the Participating Entity or its agents after acceptance of the Work.
P. REQUESTS OF EXTENSION OF TIME.
1. The Purchase Order Completion Time will be extended for such reasonable time as the Project Manager may determine, if the Contractor is delayed at any time in the commencement or progress of the Detailed Scope of Work by:
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An act or neglect of the Participating Entity or its Project Manager, their employees, or agents
A separate contractor employed by the Participating Entity Changes ordered in the work by the Participating Entity Labor disputes or civil unrest
Fire
Unusual delay in deliveries
Unavoidable casualties or other causes beyond the Contractor’s control Other causes for which the Project Manager may determine justify a delay
2. The Contractor will not make any claim for damages for the delay in the performance of any Purchase Order occasioned by any act or omission of the Participating Entity, Project Manager, or any of their representatives; and agrees that any such claim will be fully compensated for by an extension of time as provided herein.
Q. PARTIAL OCCUPANCY OF TIME.
1. The Participating Entity may occupy or use any completed or partially completed portion of the work at any stage when it is consented to by the authorized public authorities having jurisdiction over the work. Such partial occupancy or use may commence whether or not the portion is substantially complete, provided the Participating Entity and the Contractor agree in writing to the conditions of such use, including payment and any other required terms. Consent of the Contractor to partial occupancy or use will not be unreasonably withheld.
2. Immediately prior to such partial occupancy or use, the Participating Entity, the Contractor and Project Manager will jointly inspect the area to be occupied or portion of the work to be used in order to determine and record the condition of the work.
3. Unless otherwise agreed upon, partial occupancy or use of a portion or portions of the work will not constitute acceptance of work that does not comply with the requirements of the Contract Documents.
R. PROTECTION OF PERSONS AND PROPERTY. The Contractor must take reasonable precautions for safety of, and will provide reasonable protection to prevent damage, injury, or loss to:
1. Employees on the work and other persons who may be affected thereby;
2. The work and materials and equipment to be incorporated therein, whether in storage on or off the site, under care,
custody or control of the Contractor or the Contractor’s Subcontractors or sub‐subcontractors; and
3. Other property at the Site or adjacent thereto, such as trees, shrubs, lawns, walks, pavements, roadways, structures and utilities not designated for removal, relocation or replacement in the course of construction.
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The Contractor will give notices and comply with applicable laws, ordinances, rules, regulations, and lawful orders of public authorities bearing on safety of persons or property or their protection from damage, injury or loss.
The Contractor will erect and maintain, as required by existing conditions and performance of the Detailed Scope
of Work, reasonable safeguards for safety and
protection, including posting danger signs and other warnings against hazards, promulgating safety regulations and notifying Participating Entity and users of adjacent sites and utilities.
When use or storage of explosives or other hazardous materials or equipment or unusual methods are necessary for execution
of the work, the Contractor will exercise
utmost care and carry on such activities under supervision of properly qualified personnel.
The Contractor will promptly remedy damage and loss (other than damage or loss insured under property insurance required by the Contract Documents) to property caused in whole or in part by
the Contractor, a Subcontractor, a sub‐subcontractor, or anyone directly or indirectly employed by any of them, or by anyone for whose acts they may be liable and for which the Contractor is responsible, except damage or loss attributable to acts or omissions of the Participating Entity or Project Manager or anyone directly or indirectly employed by either of them, or by anyone for whose acts either of them may be liable, and not attributable to the fault or negligence of the Contractor. The foregoing obligations of the Contractor are in addition to the Contractor’s other obligations included herein.
The Contractor will designate a responsible member of the Contractor’s organization at the Site whose duty will be the prevention of accidents. This person will be the Contractor’ superintendent unless otherwise designated by the Contractor in writing to the Project Manager.
The Contractor will not permit any part of the construction or Site to be loaded in a manner that endangers safety.
S. HAZARDOUS MATERIALS.
1. If reasonable precautions will be inadequate to prevent foreseeable bodily injury or death to persons resulting from a material or substance, including but not limited to lead based paint, asbestos or polychlorinated biphenyl (PCB), encountered on the Site by the Contractor, the Contractor will, upon recognizing the condition, immediately stop the work in the affected area and report the condition to the Project Manager in writing.
2. The Participating Entity will obtain the services of a licensed laboratory to verify the presence or absence of the material or substance reported by the Contractor and, in the event such material or
substance is found to be present, to verify that it has been rendered harmless. Unless otherwise required by the Contract Documents, the Participating Entity will furnish in writing to the Contractor and Project Manager the
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names and qualifications of persons or entities who are to perform tests verifying the presence or absence of such material or substance or who are to perform the Task of removal or safe containment of such material or substance. The Contractor and the Project Manager will promptly reply to the Participating Entity in writing stating whether or not either has reasonable objection to the persons or entities proposed by the Participating Entity. If either the Contractor or Project Manager has an objection to a person or entity proposed by the Participating Entity, the Participating Entity will propose another to whom the Contractor and the Project Manager have no reasonable objection. When the material or substance has been rendered harmless, the work in the affected area will resume upon written agreement of the Participating Entity and Contractor. The Purchase Order Completion Time will be extended appropriately.
3. The Participating Entity will not be responsible for materials and substances brought to the Site by the Contractor unless such materials or substances were required by the Detailed Scope of Work.
T. TESTS AND INSPECTIONS.
1. Tests, inspections and approvals of portions of the work required by the Contract Documents or by laws, ordinances, rules, regulations or orders of public authorities having jurisdiction will be made at an appropriate time. Unless otherwise provided, the Contractor will make arrangements for such tests, inspections and approvals with an independent testing laboratory or entity acceptable to the Participating Entity, or with the appropriate public authority. The Contractor will give the Project Manager timely notice of when and where tests and inspections are to be made so that the Project Manager may be present for such procedures.
2. If the Project Manager, Participating Entity, or public authorities having jurisdiction determine that portions of the work require, through no fault of the Contractor, additional testing, inspection or approval, the Project Manager will instruct the Contractor to make arrangements for such additional testing, inspection or approval by an entity acceptable to the Participating Entity, and the Contractor will give timely notice to the Project Manager of when and where tests and inspections are to be made so that the Project Manager may be present for such procedures. Such costs will be at the Participating Entity’s expense.
3. If such procedures for testing, inspection or approval reveal failure of the portions of the work to comply with requirements established by the Contract Documents, all costs made necessary by such failure including those of repeated procedures and compensation for the Project Manager’s services and expenses will be at the Contractor’s expense.
4. Required certificates of testing, inspection or approval will, unless otherwise required by the Contract Documents, be secured by the Contractor and promptly delivered to the Project Manager.
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5. If the Project Manager is to observe tests, inspections or approvals required by the Contract Documents, the Project Manager will do so promptly and, where practicable, at the normal place of testing.
6. Tests or inspections conducted pursuant to the Contract Documents will be made promptly to avoid unreasonable delay
in the work.
U. PARTICIPATING ENTITY’S RIGHT TO STOP WORK AND COMPLETE WORK. A Participating Entity may order the Contractor to stop the work on any Purchase Order, or any portion thereof, at any time for any reason. If the Contractor has been ordered to stop the work, the Participating Entity may, without prejudice to other remedies, have the work completed by any available means.
V. SURVIVAL OF WORK. Any Purchase Order issued prior to the expiration of this Contract may survive after the expiration of this Contract. This means work may continue to be performed, payments may be made, and the guarantee period may continue.
W. WARRANTY. All work furnished under this Contract will be guaranteed against defective materials and workmanship, improper performance, and non‐compliance with the Contract Documents for a period of one year after final acceptance of the work (Warranty Period); except as otherwise specified in other parts of the Contract Documents, or within such longer period of time as may be prescribed by law or provided by the manufacturer.
During the Warranty Period, the Contractor will repair and replace at Contractor’s own expense, all work that may develop defects whether such defects may be inherent in the equipment or materials, in the functioning of the piece of equipment, or in the functioning and operation of pieces of equipment operating together as a functional unit. Any equipment or material that is repaired or replaced will have the Warranty period extended for a period of one year from the date of the last repair or replacement.
If the Contractor fails to repair, replace, rebuild, or restore such defective or damaged work
promptly after receiving such notice, the Participating Entity will have the right to have the work done by others and to deduct the cost thereof from the monies owed to the Contractor. If the amount owed is insufficient to cover such costs, the Contractor will be liable to pay such deficiency on demand. The Project Manager's certificate setting forth the fair and reasonable cost of repairing, replacing, rebuilding or restoring any damaged or defective work when performed by one other than the Contractor will be binding and conclusive as the amount thereof upon the Contractor.
The Contractor
must obtain all manufacturer's warrantees and guarantees of all equipment and materials required by this Contract in the name of the Participating Entity.
IV. SCOPE AND PROCEDURE FOR ORDERING WORK
A. REGION. The Contractor will primarily perform work in the Region designated at the top of this Contract. However, if the parties agree, the Contractor may work in another area using its awarded Adjustment Factors and appropriate Construction Task Catalog. If a contractor does not have a contract for the area work in which the work is to be performed, but maintains more
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than one contract with Sourcewell, it will use the contract that results in the lowest price for the Participating Entity.
B. SCOPE. Work will be offered to the Contractor only through an authorized Purchase Order issued in accordance with this Contract. Purchase Orders will contain the Detailed Scope of Work required for the Contractor to complete the Project for a Participating Entity. The Contractor will provide all pricing, management, incidental drawings, shop drawings, samples, documents, work, materials, supplies, parts (to include system components), transportation, plant, supervision, labor, and equipment needed to complete each Purchase Order. The Contractor will also be responsible for Site safety as well as Site preparation and cleanup during and after construction.
The Contractor is not guaranteed to receive a Purchase Order under this Contract.
C. CONTRACTOR SELECTION METHODOLOGY. After the Participating Entity has developed a
draft Scope of Work, it will select a contractor using one of the following methods:
1. Directly Selecting a Contractor. Depending upon the procurement requirements of the Participating Entity, it may choose to directly select an available Sourcewell‐contracted contactor, or
2. Use of BidSafe to Select Contractor. When
p available for the Project, the Participating
Entity may use Gordian’s BidSafe to issue a Request for Quotation to two or more contractors in order to determine the award of a Purchase Order. The use of BidSafe will be subject to Gordian’s BidSafe requirements.
D. PURCHASE ORDER COMPLETION PROCESS. Upon selection of a contractor as described in Section C. above, the Participating Entity and Gordian will work with the Contractor to complete the following:
1. JOINT SCOPING MEETING. The Contractor will attend the Joint Scope Meeting with the Participating Entity and Gordian to discuss, at a minimum:
a. The general Scope of Work
b. Alternatives for performing the
work and value engineering
c. Access to the Site and protocol for admission
d. Hours of operation
e. Staging area
f. Requirements for professional services, sketches, drawings, and specifications g. Construction schedule
h. Requirement for bonding
i. The presence of hazardous materials
j. Date on which the Proposal Package is due
2. DETAILED SCOPE OF WORK. Upon completion of the joint scoping meeting, Gordian, the Participating Entity, and the Contractor will work together to create a Detailed Scope of Work referencing any sketches, drawings, photographs, and specifications required to document accurately the work to be accomplished. The Detailed Scope of Work will be the basis on which the Contractor will develop its Proposal Package. The Contractor
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does not have the right to refuse to perform any task or any work in connection with a particular Project.
3. REQUEST FOR PROPOSALS. Upon completion of the Detailed Scope of Work, the Participating Entity will issue a Request for Proposal to the Contractor. The Contractor will use Gordian’s IQCC System to prepare its Price Proposal.
4. PROPOSAL PACKAGE CONTENTS. Upon issuance of the Participating Entity’s Request for Proposal, the Contractor will create a Proposal Package that includes:
a. Price Proposal: The Price Proposal will be based on the following:
1) Pre‐Priced Tasks: Pre‐Priced tasks described, and for which a Unit Price is set forth, in the CTC. The Contractor will identify the Task and the quantities required.
2) Non‐Pre‐Priced Tasks: A Non Pre‐priced Task is a task that is not in the CTC. a) For Non Pre‐Priced Work Performed with the Contractor's Own Forces: The Contractor will submit three independent quotes for all materials to be installed and will provide a breakdown of the labor and equipment costs.
The final price submitted for Non Pre‐Priced Tasks will be according to the following formula, and each Non Pre‐Priced Task must be supported with the necessary back‐up documents including the calculation below:
i. The hourly rate for each trade classification not in the CTC multiplied by the quantity.
ii. The rate for each piece of Equipment not in the CTC multiplied by the quantity.
iii. Lowest of three independent quotes for all materials.
Total Cost for Non‐Pre‐Priced Tasks performed by contractor’s own forces = (i + ii + iii) x Non‐Pre‐Priced Adjustment Factor.
b) For Non‐Pre‐Priced Work performed through a Subcontractor: The Contractor must submit three independent bids from Subcontractors.
The Contractor may not submit a quote or bid from any supplier or Subcontractor that the Contractor is not prepared to use during the Project. The Participating Entity may require additional quotes and bids if the suppliers or Subcontractors are not acceptable or if the prices are not determined to be reasonable. If the Contractor cannot obtain three quotes or bids, the Contractor will provide this information in writing to the Sourcewell Participating Entity for review and approval.
The final price submitted for Non Pre‐Priced Work performed through a Subcontractor will the lowest of three Subcontractor quotes.
The Total Cost for Non‐Pre‐priced Tasks performed
by Subcontractors =
Lowest of Three Subcontractor Quotes X Non‐Pre‐Priced Task Adjustment Factor.
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At the discretion of Gordian, Non‐Pre‐Priced Tasks, as well as other Tasks, may be added to the CTC during the course of the Contract. Unit prices will be established based on actual quotes from material suppliers and installers and fixed as a permanent Pre‐priced Task in the CTC.
Gordian’s determination as to whether an item is a Pre‐Priced Task or a Non‐Pre‐Priced Task will be final, binding and conclusive as to the Contractor.
The means and methods of construction will be such as the Contractor may choose; subject however, to the Participating Entity’s right to reject
means and methods proposed by the Contractor that: Will not produce finished work in accordance with the terms of the Contract; or Unnecessarily increases the price of the Purchase Order when alternative means and methods are available.
3) Additional Costs. In the event the Contractor is required to work within a secured facility where labor, material, and equipment must be inspected to pass through a secured perimeter, and all work must be constantly monitored by facility personnel, such as a prison, the Contractor will be paid for the labor time lost as a result of such perimeter inspection, as well as any loss of time resulting from a temporary shut down of the work site required by the facility, such as a temporary shut down to move prisoners.
The value of the Price Proposal will be calculated by summing the total of the calculations for each Pre‐Priced Tasks (Unit
Price x quantity x
Adjustment Factor) plus the value of all Non‐Pre‐Priced Tasks.
b. Incidental drawings, sketches, or specification information, c. Quantity take‐offs supporting all material quantities, d. Catalog cuts providing information on materials or products, as specifically requested,
e. The list of known Subcontractors,
f. Construction schedule,
g. Back‐up data for any Non‐Pre‐Priced Tasks (identified above), h. Warranty information on special equipment or materials, and i. Other such documentation as the Participating Entity may require.
By submitting a Price Proposal to the Participating Entity, the Contractor agrees to accomplish the Detailed Scope of Work in accordance with the Request for Proposal at the price it submits.
It is the Contractor's responsibility to include the necessary tasks and quantities in the Price Proposal and apply the appropriate Adjustment Factor(s) prior to delivering it to the Participating Entity. However, when trade jurisdiction rules or small quantities, the cost of a minor task in the Price Proposal is less than the cost of the actual labor and material to perform such task, the Participating Entity may permit the Contractor to be paid for such task as a Non‐ Prepriced Task, or use Prepriced labor tasks and material component pricing to cover the actual costs incurred. Provided that there is no other work for that trade on the Project or other work
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for that trade cannot be scheduled at the same time and the final charge does not exceed $5,000.
E. WAGE RATES AND GOALS REQUIRED BY LAW. If other wage rates are required by law (such as prevailing wage), the Contractor must pay such wages to all workers in accordance with the applicable laws. If the Work is performed in whole or in part using federal funding, then the Davis Bacon Wages for that area will apply.
The wage rates used in the CTC were the prevailing wage rates, if any, in effect at the time the IFB was issued. If prevailing wage rates are revised prior to completion of the Project, the revised rate will apply to this Contract from the effective date of such revision; however, such revision will not entitle Contractor to any increased compensation under the terms of the Contract.
The Contractor must meet any goals or requirements established by the Participating Entity ordering the work, and/or satisfy the intent of said goals or requirements, with regard to small, local, minority, women, veteran or disadvantaged business enterprises. Additional participation goals may be incorporated
into the detailed scope of work.
F. TIME FOR SUBMITTAL OF THE PROPOSAL PACKAGE.
1. The Proposal Package will be submitted by the date indicated on the Request for Proposal. All incomplete Proposal Packages will be rejected. The time allowed for preparation of the Proposal Package will depend on the complexity and urgency of the Project but should average between seven and fourteen days. On complex Projects, such as those requiring incidental engineering/architectural drawings and approvals and permits, allowance will be made to provide adequate time for preparation and submittal of the necessary documents.
2. In emergency situations and for Projects requiring immediate completion, the Proposal Package may be required quickly and the due date
will be so indicated on the Request
for Proposal or, the Contractor may begin work immediately, with the paperwork to follow.
3. If the Contractor fails to meet the deadline for submittal of the Proposal Package, this may be reason to suspend issuance of this particluar Purchase Order.
4. If
the Contractor requires clarifications or additional information regarding the Detailed Scope of Work in order to prepare the Proposal Package, the request must be submitted so that the submittal of the Proposal Package is not delayed.
G. REVIEW OF THE PROPOSAL PACKAGE.
1. Gordian and/or the Participating Entity will evaluate the Price Proposal by evaluating the nature and number of Tasks proposed against the agreed upon Detail Scope of Work and will determine the reasonableness of approach. Furthermore Gordian or the Participating Entity may compare the Price Proposal to the cost estimate for the Detailed Scope of Work. Gordian or the Participating Entity reserves the right to reject a
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Price Proposal based on unjustifiable/unsupported (with take off details) quantities and/or Tasks, schedule, inadequate documentation, or for any other reason.
2. If Gordian and/or the Participating Entity finds any part of the Price Proposal unacceptable, Gordian or the Participating Entity may request the Contractor to re‐ submit its Price Proposal or cancel the Project. The Contractor is expected to submit correct Price Proposals the first time. Adjustments to the Price Proposal may occasionally need to be made after review by Gordian and the Participating Entity. In that event, Gordian may permit the Contractor to submit the first Price Proposal and a second Price Proposal for each Purchase Order.
3. Additionally, Gordian and/or the Sourcewell Participating Entity will evaluate all other components of the Proposal Package and may request revisions thereto.
4. Requested revisions to any and all of the Proposal Package components should be made by the Contractor and resubmitted in no more than three working days. If after the second review by Gordian and/or the Participating Entity, Gordian and/or the Participating Entity finds requested revisions to the Proposal Package that were not made, this may be reason to suspend that particular Purchase Order.
5. Failure by the Contractor to submit Proposal Packages, and revisions thereto, in a timely manner (within time frames described above) is grounds for suspension of all future Purchase Orders.
6. The Participating Entity reserves the right to obtain Price Proposals from any or all of the contractors awarded an IQC contract.
7. If the Contractor continues to submit Price Proposals that are rejected by Gordian, Sourcewell may declare the Contractor in default and initiate termination of the Contract.
H. DELIVERY OF THE PROPOSAL PACKAGE. After Gordian reaches an agreement with the Contractor on the Proposal Package and any requested revision thereto, if applicable, Gordian will assemble and deliver the Proposal Package for the Participating Entity's consideration.
If the Contractor submits a Proposal Package with inaccurate Adjustment Factors, the Contractor waives all rights to any further compensation above the Purchase Order Price submitted
in the Proposal Package.
The Contractor cannot delay submission of the Proposal Package past the due date to take advantage of a scheduled update of the Adjustment Factors. In that event, the Contractor must use the Adjustment Factors that would have been in effect without the delay.
I. REVIEW OF
THE PROPOSAL PACKAGE BY THE PARTICIPATING ENTITY AND ISSUANCE OF PURCHASE ORDER.
1. The Participating Entity will evaluate the entire Proposal Package.
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2. The Participating Entity may reject a Proposal Package for any reason.
3. The Participating Entity may request changes to or clarifications of any part of the Proposal Package. A Participating Entity may also require a certificate of insurance or labor, material payment, or performance bonds. The Contractor and Gordian will work together to make any requested revisions in a timely manner and resubmit a revised Proposal Package.
4. Upon approval of the Proposal Package by the Participating Entity, the Participating Entity may issue a signed Purchase Order, Notice of Award, or similar document accepting the Contractor’s offer. The document will include:
a) Reference to the Detail Scope of Work
b) The Purchase Order Price
c) Start date, Purchase Order Completion Time (duration) and completion date d) Whether liquidated damages will apply
5. Once the Contractor accepts the Purchase Order, the Contractor may not refuse to perform the work. Such actions may be grounds for termination of this Contract or other disciplinary action at the option of Sourcewell.
6. If performance and payment bonding is required, or if a separate and/or special insurance certificate is required, the Contractor will deliver such requirement to the Participating Entity within 10 days of notification
of the requirement.
7. Within two business days of receipt of a Purchase Order from an Agency, the Contractor must provide notification to Gordian by forwarding a copy of the Purchase Order to Gordian.
8. Within two business days of receiving initial payment from an Agency, the Contractor must provide
notification to Gordian of the initial payment by forwarding a copy of the submitted invoice to Gordian.
J. CHANGES TO THE SCOPE OF WORK.
1. The Participating Entity reserves the right to make, in writing, at any time during the work, changes in the Detailed Scope of Work as are necessary to satisfactorily complete the Project, and to delete in whole or in part, or to add to, the Detailed Scope of Work.
Such changes, deletions, or additions will not invalidate the Contract or the Purchase Order nor release the surety, if any, and the Contractor agrees to perform the work as altered.
2. All changes, deletions, and additions to the Detailed Scope of Work will be reflected in a Supplemental Purchase Order developed and priced in accordance with the procedure for developing and approving all Price Proposals.
K. PUNCH LIST COMPLETION.
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1. The Contractor understands and agrees that time is of the essence in closing out the work of each Purchase Order under this Contract. Upon Substantial Completion of the work, the Punch List will be transmitted to the Contractor from the Participating Entity.
The Contractor agrees to begin performance of Punch List Work immediately after receipt of the Punch List.
2. Failure of the Contractor or its Subcontractors to begin the Punch List Work within three business days after receipt of the Punch List will be construed as failure to prosecute the work of the Contract.
3. Punch List Work will
be continuously prosecuted once begun and completed within 30 Days from the receipt of the Punch List. Should the Contractor fail to complete the Punch List within this period of time, the liquidated damages as identified in by the Participating Entity’s Purchase Order will apply.
L. BONDS: PAYMENT AND PERFORMANCE OR
MATERIAL AND WORKMANSHIP. If required by
the Participating Entity for a particular Purchase Order, the Contractor will deliver a Labor and Material Payment Bond and a Performance Bond in the amount of such Purchase Order. If required by the Participating Entity for a particular Purchase Order, the Contractor will deliver Material and Workmanship Bonds in the amount required by the Participating Entity. The bonds must be in a form, and executed by a surety, acceptable to the Participating Entity. The bonds must be received before the Notice to Proceed will be issued. The Contractor will be compensated for the cost of the bonds up to 2% of the Work Order Price through the Reimbursable Fee work task in the Construction Task Catalog. The Contractor will apply a 1.1000 Adjustment Factor to the Reimbursable Fee work task rather than applying the Contractor’s competitively bid Adjustment Factor.
M. TERMINATION OF ORDERS. Participating Entities may terminate a Purchase Order, in whole or in part, immediately upon notice to the Contractor in the event of any of the following events:
1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the work
2. Federal or state laws or regulations prohibit the work
3. The Contractor commits any material breach of this Contract or Purchase Order
N. PURCHASE ORDER GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity’s Purchase Order will be determined by the Participating Entity.
V. ADJUSTMENT FACTORS AND PAYMENTS
A. PREVAILING WAGE RATES AND PARTICIPATION REQUIREMENTS. When applicable, the Contractor will be responsible for paying prevailing wages to all workers in accordance with the applicable laws; and the wage rates in the CTC will be the prevailing wage rates. If the state in which the work is located revises its prevailing rate of hourly wages prior to completion of the
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Project, the revised rates will apply to this Contract from the effective date of the revision; however, any such revision will not entitle the Contractor to any increased compensation under the terms of this Contract.
If other wage rates are required by law, the Contractor must pay those wages to all workers in
accordance with the applicable laws. If the Purchase Order is performed in whole or in part using federal funding, then the Davis Bacon Wages for that area will apply.
B. CONSTRUCTION TASK CATALOG (CTC) UPDATE. The CTC issued with this Solicitation will be in effect for the first year of the Contract. On the anniversary of the Contract award date, a new CTC will be furnished. The new CTC will be effective for the following twelve (12) month extension period. The new CTC will only apply to Work Orders issued after the effective date of the applicable contract extension and shall have no impact on Work Orders issued prior to the effective date of the applicable contract extension.
C. ECONOMIC PRICE ADJUSTMENT. Upon request by the Contractor, or upon the initiative of Gordian, the Contractor’s Adjustment Factors may be updated at the time of the periodic extension of this Contract.
1. The Contractor’s Adjustment Factors will be calculated according to the following:
a. A Base Year Index will be calculated by averaging the 12 month Construction Cost Indices for the average of the 20 cities published in the Engineering News Record for the 12 months immediately prior to the month of the Solicitation (e.g., for an April solicitation, the Base Year Index will be April of the prior year to March of the Solicitation year).
b. A Current Year Index will
be calculated by averaging the 12 month Construction Cost Indices for the average of the twenty cities published in the Engineering News Record for the 12 months beginning with the month of anniversary of the Solicitation (e.g., for an April solicitation, the Current Year Index will be April of the prior year to March of the current year).
c. The Economic Price Adjustment will be calculated by dividing the Current Year Index by the Base Year Index.
d. The Contractor’s original Adjustment Factors will be multiplied by the Economic Price Adjustment to obtain the Contractor’s new Adjustment Factors effective for the next 12 months.
e. Averages will be obtained by summing the 12‐month indices and dividing by 12.
f. All calculations in this article will be carried to the fifth decimal place and founded to the fourth decimal place. The following rules will be used for rounding:
The
fourth decimal place will be rounded up when the fifth decimal place is five or greater.
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The fourth decimal place will remain unchanged when the fifth decimal place is less than five.
2. Engineering News Record occasionally revises indices. Engineering News Record’s Construction Cost Indices used in the calculations described above will be those currently published at the time the Economic Price Adjustment calculation is performed.
No retroactive adjustments will be made as a result of an Engineering News Record revision. Revised Construction Cost Indices, if any, will be used in subsequent calculations.
D. PARTIAL PAYMENTS.
1. The Contractor may submit a monthly Application for Payment for Work completed to date. The Contractor will submit Certified Payroll Records, and such other supporting documentation as may be required by the Project Manager. The Contractor may be required to submit Certified Payroll Records online. The Project Manager will inspect the work within a reasonable time and the Participating Entity will make partial payments to the Contractor based on the approved value of completed work.
2. As permitted by the law or policy of the Participating Entity, the Participating Entity may withhold retainage per purchase order until completion of the Project.
3. The Contractor must promptly pay each Subcontractor, upon receipt of payment from the Participating Entity, out of the amount paid to the Contractor on account of such Subcontractor’s portion of the work, the amount to which said Subcontractor is entitled, reflecting percentages actually retained from payments to the Contractor on account of
such Subcontractor’s portion of the work. The Contractor will, by appropriate agreement with each Subcontractor, require each Subcontractor to make payments to its sub‐ Subcontractors in a similar manner.
E. FINAL PAYMENTS.
1. The Contractor will notify the Project Manager when the Detailed Scope of Work is complete and ready for final inspection. The Project Manager will promptly make such inspection. If the Project Manager finds the Detailed Scope of Work complete and all final documentation submitted, the Project Manager will notify the Contractor that a final Application for Payment may be submitted.
2. The Contractor may then submit a final Application for Payment. The Contractor will submit Certified Payroll Records and such supporting documentation as may be required by the Project Manager. The Participating Entity will make final payment to the Contractor.
3. Acceptance of final payment by the Contractor, a Subcontractor or material supplier will constitute a waiver of claims by that payee except those previously made in writing and identified by that payee as unsettled at the time of final Application for Payment.
VI. CUSTOMER SERVICE
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A. PRIMARY ACCOUNT REPRESENTATIVE. The Contractor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell and Gordian if that person is changed. The Account Representative will be responsible for:
Maintenance and management of this Contract;
Timely response to all Sourcewell, Gordian, and Participating Entity inquiries; and Business reviews with Sourcewell, Gordian, and Participating Entities, if applicable.
B. BUSINESS REVIEWS. The Contractor must perform a minimum of one business review with Sourcewell and Gordian per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.
VII. CONTRACT ACTIVITY REPORT AND ADMINISTRATIVE FEE PAYMENT
A. CONTRACT ACTIVITY REPORT. The Contractor must report contract activity within eGordian and complete all required fields.
The Report must contain the following fields related to Purchase Orders received from Participating Entities:
Participating Entity Name,
Participating Entity’s Complete Address,
Sourcewell Assigned Participating Entity Number,
Brief Description of the work,
Transaction Date,
Total Sales Amount, and
Applicable Sourcewell Contract Number.
B. ADMINISTRATIVE FEE. The Contractor must pay an administrative fee in exchange for the administration of the contracts by Sourcewell and Sourcewell’s contract administrator, Gordian.
If the Contract is utilized by Entities, the Contractor agrees to pay Gordian a 7.50% administrative fee. Unless otherwise agreed with Gordian, Contractor shall make progress payments for the administrative fee in proportion to the percentage of construction completed to be invoiced at
milestones reasonably established by Gordian. Contractor shall pay all Gordian invoices within thirty (30) days of date of invoice and payment will be sent as specified by Gordian. Administrative Fees not paid by the specified deadline shall bear an interest rate of 1.5% per month until paid.
The Contractor shall keep Gordian reasonably informed of the construction status of each active construction project, which shall include responding to Gordian inquiries regarding construction status within 5 days. Additionally, the Contractor shall:
Within two business days of receipt of a Purchase Order from an Agency, the Contractor must provide notification to Gordian by forwarding a copy of the Purchase Order to Gordian.
Within two business days of receiving initial payment from an Agency, the Contractor must provide notification to Gordian of the initial payment by forwarding a copy of the submitted invoice to Gordian.
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Sourcewell designates Gordian as its contract administrator. The Administrative Fee payments must be made payable to The Gordian Group and sent to the following address:
The Gordian Group, Inc.
PO Box 74008498
Chicago, IL 60674‐8498
In order to audit this section, Sourcewell or Gordian may request records from the Contractor for all work performed under this Contract. If a discrepancy exists between the actual activity and the Administrative Fees paid, Gordian will provide written notification to the Contractor of the discrepancy and allow the Contractor 10 days from the date of notification to resolve the discrepancy. In the event the Contractor does not resolve the discrepancy to the satisfaction of Sourcewell or Gordian, Sourcewell or Gordian reserve the right to engage a third party to conduct an independent audit of the Contractor's records. In the event the Contractor is found not to be in compliance with this Contract, the Contractor will reimburse Sourcewell or Gordian for the cost and expense related to such audit.
In the event the Contractor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any bid or proposal submitted by the Contractor to a Sourcewell or a Participating Entity. In the event this Contract is cancelled by either party prior to the Contract’s expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.
C. TAXES. The Contractor will pay all sales, consumer, use and other similar taxes required by law for which a valid exemption does not exist. If the Contractor is required to pay sales tax on non‐exempt material, equipment, services, or other items purchased in connection with a Purchase Order, the Member will reimburse the Contractor for such tax, without mark‐up, provided the Contractor submits the appropriate documentation therefor
VIII. ADDITIONAL TERMS
A. SURVIVAL OF TERMS. The following Articles of these General Terms and Conditions survive the expiration or cancellation of this Contract: III. A, C, O, V, and W; IX; XIII; and XV.
B. ASSIGNMENT. Neither the Contractor nor Sourcewell may assign or transfer any rights, interest, or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement.
C. AMENDMENTS. Any amendment of, including extension to, this Contract must be in writing and will not be effective until it has been fully executed by the parties.
D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.
E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and the Contractor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.
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F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master‐servant, or principal‐agent.
G. SEVERABILITY. If the Contract Documents contains any unlawful provision not an essential part of the Contract Documents and which will not appear to have been a controlling or material inducement to the making thereof, the same will be deemed of no effect and will, upon notice by either party, be deemed stricken without affecting the binding force of the remainder.
H. GRATUITIES. As
it relates to this Contract, or any of the Contractor’s efforts to secure this Contract or any of the work that may be offered or assigned hereunder, the Contractor is prohibited from offering or giving gratuities or favors, of any form, to Sourcewell, Gordian, or Participating Entities, including any of their representatives or agents.
Sourcewell may immediately cancel this Contract and notify proper authorities in the event
Sourcewell determines that the Contractor or any of its agents offered or gave gratuities or favors of any form, including but not limited to: entertainment, gifts, cash, promise or forgiveness, or any other form of gratuity or favor to any employee or agent of Sourcewell, Gordian, or the Participating Entity.
IX. LIABILITY
The Contractor must indemnify, save, and hold Sourcewell, Gordian, and Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys’ fees, arising out of the performance of this Contract by the Contractor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in the work performed and any products provided under this Contract to the extent the work has been used according to its specifications and Project.
X. AUDITS
Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Contractor relevant to this Contract for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract. The Contractor must provide verifiable documentation and tracking in a timely manner.
XI. GOVERNMENT DATA PRACTICES
The Contractor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell or Gordian under this Contract, and as it applies to all data created, collected,
received, stored, used, maintained, or disseminated by the Contractor under this Contract.
XII. MARKETING
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A. MARKETING. The Contractor must adhere to the following when preparing marketing materials and web sites, and in the use of trademarks and service marks:
1. The Contractor will include the Sourcewell logo and website address on all marketing materials and web sites that mention this Contract or have any relation to this Contract.
2. The Contractor will include Gordian’s ezIQC logo,
website address (www.ezIQC.com),
and ezIQC® telephone number (888‐993‐9472) on all marketing materials and web sites that mention this Contract.
3. The Contractor is authorized to use Sourcewell’s and Gordian’s names, logos, trademarks, service marks and other provided materials solely for the presentation and promotion of the availability and use of this Contract to Participating Entities.
4. All publicity and marketing materials must be coordinated with and approved by Sourcewell.
5. The Contractor must not claim that Sourcewell or Gordian endorses its work or services.
6. The Contractor must avoid all conflicts of interest with the promotion of this Contract to any Participating Entity.
XIII. GOVERNING LAW, JURISDICTION, AND VENUE
This Contract, between the Contractor and Sourcewell, will be governed by Minnesota substantive and procedural law. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls,
Minnesota.
For any action or claim between the Participating Entity and the Contractor, the governing law and venue will be determined by the Participating Entity accessing this Contract.
XIV. FORCE MAJEURE
Neither party will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party’s reasonable control. A party delaying or defaulting under this provision must provide the other party prompt written notice of the delay or default.
XV. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then the parties will be
relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.
XVI. PERFORMANCE, DEFAULT AND REMEDIES, AND LIQUIDATED DAMAGES
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A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues. The resolution process is as follows:
1. Notification. The Parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, the Parties will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of the Parties.
2. Escalation. If Parties are unable to resolve the issue in a timely manner, as specified above, the Parties may escalate the resolution of the issue to a higher level of management within their organization. The Contractor will have 30 calendar days to cure an outstanding issue.
3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Contractor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Contractor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Contractor.
B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract,
or any Participating Entity Purchase Order under this Contract, in default:
1. Nonperformance of contractual requirements, or
2. A material breach of any term or condition of this Contract.
Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for
cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non‐defaulting party may:
Exercise any remedy provided by law or equity, or
Terminate this Contract or any portion thereof, including any orders issued against the Contract.
C. LIQUIDATED DAMAGES. The Participating Entity may assess liquidated damages for each day after the Purchase Order Completion Time in the Detailed Scope of Work is not complete. It is understood and agreed by and between the Contractor, Sourcewell, and the Participating Entity, that time is of the essence in all matters relating to Liquidated Damages.
The liquidated damages will be determined on a Purchase Order by Purchase Order basis.
XVII. INSURANCE
A. REQUIREMENTS. At its own expense, the Contractor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State where the Project is located. Participating Entities must follow their own laws and practices regarding insurance requirements; and may require
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additional coverage or limits. Each policy must have an “AM BEST” rating of A‐ or better, with coverage and limits of insurance not less than the following:
1. Workers’ Compensation and Employer’s Liability. Workers’ Compensation: As required by any applicable law or regulation in the state in which the Project is located.
Employer's Liability Insurance must be provided in amounts not less than listed below:
Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease
2. Commercial General Liability Insurance. The Contractor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office (ISO) Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products‐completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.
Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products‐Completed operations
$2,000,000 general aggregate
3. Commercial Automobile Liability Insurance. During the term of this Contract, the Contractor will maintain insurance covering all owned, hired, and non‐owned automobiles in limits of liability not less than indicated below. The coverage must comply with
the motor vehicle laws of the state in which the Project is located and apply to the use in connection with the work in the Contract Documents. The terms must be no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.
Minimum Limits:
$2,000,000 each accident, combined single limit
4. Umbrella Insurance. During the term of this Contract, the Contractor will maintain umbrella coverage over Workers’ Compensation, Commercial General Liability, and Commercial Automobile.
Minimum Limits:
$2,000,000
5. All Risk Builders Risk Insurance. Where specifically required in the Detailed Scope of Work,
the Contractor will provide, before the Purchase Order is issued, Builders’ Risk
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Insurance in an amount at least equal to the Purchase Order Price in a form and by a carrier acceptable to the Participating Entity. The cost of such Builders Risk Policy will be reimbursed to the Contractor as a reimbursable task.
6. Pollution Liability Insurance. If a Project involves asbestos abatement encapsulation or
other activities involving hazardous materials, the Contractor, Subcontractor or other party responsible for such work will procure and maintain a liability insurance policy issued to and covering the liability, of the Contractor, Subcontractor or other party engaged in the removal, or handling of hazardous materials, for bodily injury, illness, sickness or property damage caused by exposure.
Minimum Limits:
$2,000,000 per occurrence
$2,000,000 aggregate.
The cost of Pollution Liability Insurance is included in the Unit Prices and will not be reimbursed separately.
Failure of the Contractor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default, or the Participating Entity cancel the Purchase Order for default.
If at any time any of the above‐required insurance policies should be cancelled, terminated, or modified so that insurance is not in effect as above required, then, if Sourcewell will so direct, the Contractor will suspend performance of the work. If the work is suspended, no extension of time to complete the work will be due. If the work is not suspended, then Sourcewell or the Participating Entity may, at its option, obtain insurance affording coverage equal to that above required, the cost of such insurance to be payable by the Contractor.
Should the awarded Contractor retain a Subcontractor to perform any of the services mentioned herein, it is the Contractor’s responsibility to ensure that the Subcontractor(s) maintains the same types of insurance coverage in accordance with the requirements and amounts indicated
herein.
B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, the Contractor must furnish to Sourcewell a certificate of insurance, as evidence of the Workers’ Compensation, General Liability, Commercial Automobile, and Umbrella insurance required under this Contract. A Participating Entity may require a Certificate of Insurance as evidence of additional coverages it requires. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or emailed to the Sourcewell Supplier Development Administrator assigned to this Contract. The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non‐renewal, or reduction of coverage without 30 days’ prior written notice to the Contractor.
Failure to request certificates of insurance by Sourcewell, or failure of the Contractor to provide certificates of insurance, in no way limits or relieves the Contractor of its duties and responsibilities in this
Contract.
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C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON‐CONTRIBUTORY INSURANCE CLAUSE. The Contractor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Contractor’s commercial general liability insurance policy with respect to liability arising out of activities, “operations,” or “work” performed by or on behalf of the Contractor, and products and completed operations of the Contractor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self‐insurance in force for the additional insureds.
D. WAIVER OF SUBROGATION. The Contractor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Contractor or its subcontractors. The waiver must apply to all deductibles and/or self‐insured retentions applicable to the required or any other insurance maintained by the Contractor or its subcontractors. Where permitted by law, the Contractor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.
E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies).
XVIII. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
The Contractor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this
Contract, Contractor declares bankruptcy, the Contractor must immediately notify Sourcewell in writing.
The Contractor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government; or any Participating
Entity. The Contractor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. The Contractor further warrants that it will provide immediate written notice to Sourcewell if there is a threat of change to any of these certifications.
XIX. UNITED STATES FEDERAL REQUIREMENTS
From time to time, Participating Entities may use United States federal grant or FEMA funds for work under this Contract and may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal
Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications.
The following list only applies when a Participating Entity intends to fully or partially fund the Project with United States federal money; and the Contractor will comply with all United States
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federal laws and regulations when working on or completing a Project, including, but not limited to, the following.
A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of “federally assisted construction contract” in 41 C.F.R. § 60‐
1.3 must include the equal opportunity clause provided under 41 C.F.R. §60‐1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 C.F.R. §, 1964‐1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 C.F.R. § 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause is incorporated herein by reference.
B. DAVIS‐BACON ACT, AS AMENDED (40 U.S.C. § 3141‐3148). When required by federal program legislation, all prime construction contracts in excess of $2,000 awarded by non‐federal entities must include a provision for compliance with the Davis‐Bacon Act (40 U.S.C. § 3141‐ 3144, and 3146‐3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non‐federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non‐federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti‐Kickback” Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non‐federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must be in compliance with all applicable Davis‐Bacon Act provisions.
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701‐3708). Where applicable, all contracts awarded by the non‐federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby
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incorporated by reference into this Master Agreement. Supplier certifies that during the term of an award for all agreements by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of “funding agreement” under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all agreements by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
E. CLEAN AIR ACT (42 U.S.C. § 7401‐7671q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251‐1387). Contracts and subgrants of amounts in excess of $150,000 require the non‐federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401‐ 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251‐ 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
Supplier certifies that during the term of this Master Agreement will comply with applicable requirements as referenced above.
F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
G. BYRD ANTI‐LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non‐federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non‐federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti‐Lobbying Amendment (31 U.S.C. § 1352).
H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Supplier further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after
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grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.
I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
J. BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.
K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier’s discharge of its obligations under this Master Agreement for the purpose of making audits, examinations, excerpts, and transcriptions.
The right also includes timely and reasonable access to Supplier’s personnel for the purpose of interview and discussion relating to such documents.
L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non‐federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
M. FEDERAL SEAL(S), LOGOS, AND FLAGS. The Supplier is not to use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre‐approval.
N. NO OBLIGATION BY FEDERAL GOVERNMENT. The U.S. federal government is not a party to this Contract or any purchase by an Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Contract or any purchase by an authorized user.
O. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR
RELATED ACTS. The
Contractor acknowledges that 31 U.S.C. 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier’s actions pertaining to this Contract or any purchase by a Participating Entity.
P. FEDERAL DEBT. The Supplier certifies that it is non‐delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.
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Q. CONFLICTS OF INTEREST. The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Contract or any aspect related to the anticipated work under this Contract raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200). The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.
R. U.S. EXECUTIVE ORDER 13224. The Supplier, and its subcontractors, must comply with U.S.
Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism.
S. PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. To the extent applicable, Supplier certifies that during the term of this Contract it will comply with applicable requirements of 2 C.F.R. § 200.216.
T. DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier certifies that during the term of this Contract will comply with applicable requirements of 2 C.F.R. § 200.322.
XX. CONTRACT SUSPENSION OR TERMINATION
A. Sourcewell may, in Sourcewell’s discretion:
1. Terminate this Contract for any reason upon 60 days’ prior written notice to the Contractor;
2. Suspend the Contractor for violation of the terms of this Contract, and prohibit the Contractor during such suspension from submitting Price Proposals with respect to the Projects of Sourcewell and the Projects of any one or more Sourcewell member; or
3. May immediately terminate the Contract, if the Contractor:
a. Persistently or repeatedly refuses or fails to supply enough properly skilled workers or proper materials;
b. Fails to make payment to Subcontractors for materials or labor in accordance with the respective agreements between the Contractor and the Subcontractors; c. Persistently disregards laws, ordinances, or rules, regulations or orders of a public authority having jurisdiction; or
d. Otherwise is guilty of material breach of a provision of the Contract Documents.
B. In the event of Contract termination, if an unpaid balance of one or more Purchase Orders exceeds the costs of finishing the work, such excess will be paid to the Contractor. If such costs and damages exceed
the unpaid balance, the Contractor will pay the difference to Sourcewell.
C. A Participating Entity has no authority to unilaterally terminate this Contract between Sourcewell and the Contractor.
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