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CONTRACT DOCUMENTS FOR ELECTRICAL SWITCHGEAR MAINTENANCE

at Polonio Pass Water Treatment Plant and

Santa Ynez Pumping Plant

Central Coast Water Authority Buellton, California

May 2015

CENTRAL COAST WATER AUTHORITY

(Switchgear Maintenance Project)

TABLE OF CONTENTS

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NOTICE INVITING BIDS

INSTRUCTION TO BIDDERS

A-1 BID ...................................................................................................... IB-1 A-2 EXPERIENCE AND BUSINESS STANDING ..................................... IB-3 A-3 WITHDRAWAL OF BID ...................................................................... IB-3 A-4 NOTICE OF AWARD .......................................................................... IB-4 A-5 NOTICE TO PROCEED ..................................................................... IB-4 A-6 INTERPRETATION OF CONTRACT DOCUMENTS .......................... IB-4 A-7 QUESTIONS DURING BID PERIOD .................................................. IB-5 A-8 ADDENDA .......................................................................................... IB-5 A-9 AWARD OR REJECTION OF BIDS ................................................... IB-5 A-10 EXECUTION OF CONTRACT ............................................................ IB-6 A-11 BIDDERS INTERESTED IN MORE THAN ONE BID ......................... IB-6 A-12 PERMITS AND LICENSES ................................................................ IB-6 A-13 WORKERS’ COMPENSATION REQUIREMENTS ............................. IB-7

BID DOCUMENTS

BID TO CENTRAL COAST WATER AUTHORITY FOR THE SWICHTGEAR MAINTENANCE PROJECT .................................................. BD-3 LIST OF SUBCONTRACTORS ..................................................................... BD-4 BIDDER’S STATEMENT OF QUALIFICATIONS .......................................... BD-5 NONCOLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID ................................................................................. BD-6 ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS ......................... BD-7

GENERAL CONDITIONS

A-1 GENERAL ........................................................................................ GC-1 A-2 DEFINITIONS ................................................................................... GC-1 A-3 INTENT OF CONTRACT DOCUMENTS .......................................... GC-2 A-4 CONTRACTOR’S UNDERSTANDING ............................................. GC-3 A-5 COORDINATION AND INTERPRETATION OF CONTRACT

DOCUMENTS .................................................................................. GC-3 A-6 PAYMENT ........................................................................................ GC-3 A-7 PERFORMANCE .............................................................................. GC-4 A-8 COMPLIANCE WITH LAWS, PERMITS, REGULATIONS, TAXES .. GC-4 A-9 AUDITS BY DISTRICT ..................................................................... GC-4 A-10 PERMITS AND LICENSES .............................................................. GC-4 A-11 PAYMENT OF TAXES ...................................................................... GC-5 A-12 TERMINATION ................................................................................. GC-5 A-13 RIGHTS OF CCWA UPON TERMINATION ..................................... GC-5 A-14 INDEMNIFICATION .......................................................................... GC-5 A-15 INSURANCE .................................................................................... GC-6

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A-16 ATTORNEY’S FEES ....................................................................... GC-12 A-17 NO PERSONAL LIABILITY ............................................................ GC-12 A-18 GOVERNING LAW ......................................................................... GC-13 A-19 ENTIRE AGREEMENT AND AMENDMENT .................................. GC-13 A-20 ASSIGNMENT ................................................................................ GC-13 A-21 WAIVER ......................................................................................... GC-14 A-22 REMEDIES ..................................................................................... GC-14 A-23 CUMULATION OF REMEDIES ...................................................... GC-14 A-24 MEDIATION .................................................................................... GC-14 A-25 COMMERCIAL IMPRACTICABILITY / FORCE MAJEURE ............ GC-14 A-26 CONFLICT OF INTEREST ............................................................. GC-14 A-27 JURY TRIAL WAIVERS .................................................................. GC-15 A-28 NONDISCRIMINATION .................................................................. GC-16 A-29 NO THIRD PARTY RIGHTS ........................................................... GC-15 A-30 ORDER OF PRECEDENCE ........................................................... GC-15 A-31 SEVERABILITY .............................................................................. GC-15 A-32 NOTICES ........................................................................................ GC-16

SCOPE OF WORK

1-1 PROJECT DESCRIPTION ................................................................. SW-1 1-2 SUMMARY OF WORK ...................................................................... SW-1 1-3 EFFECTIVE DATE ............................................................................ SW-2 1-4 TERM ................................................................................................. SW-2 1-5 PAYMENT FOR SWITCHGEAR MAINTENANCE ............................. SW-4

CONTRACT DOCUMENTS

CONTRACT ...................................................................................................... X-1 WORKERS’ COMPENSATION CERTIFICATE ................................................ X-3 NOTICE OF AWARD ........................................................................................ X-4 NOTICE TO PROCEED ................................................................................... X-5

EXHIBITS

EXHIBIT A: WTP AS-BUILT DRAWING OF SWITCHGEAR ........................... X-6 EXHIBIT B: SYPP AS-BUILT DRAWING OF SWITCHGEAR ......................... X-8

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NOTICE INVITING BIDS

The Central Coast Water Authority (CCWA) invites sealed Bids for the Switchgear Maintenance Project. Bids will be received until 3:00P.M. on Thursday July 2nd, 2015 at the Central Coast Water Authority offices located at 255 Industrial Way, Buellton, CA 93427-9565. Bids received after this time will not be accepted, and will be returned unopened. Mailed Bids will not be accepted and will also be returned unopened. However, Bids which are timely delivered to said offices by Federal Express, United Parcel Service or other overnight delivery service shall not be considered mailed Bids.

At the above described place and promptly after Bid Closing, all Bids that have been timely received will be publicly opened and the content read aloud. All interested parties are invited to attend.

Following contract award, at a mutually acceptable time, CCWA will provide the successful Bidder access to the Polonio Pass Water Treatment Plant (PPWTP) in Shandon and the Santa Ynez Pumping Plant (SYPP) through conducting plant shutdowns of 48 hours in duration. Bidder shall perform all required activities and provide all materials, personnel and equipment necessary to perform switchgear maintenance. The PPWTP is located approximately thirty (30) miles east of Paso Robles, California, on State Highway 46. The SYPP is located in the Santa Ynez Valley California.

The Bidder shall possess all applicable licenses and permits before and after the award and for the duration of the Contract. The Bidder shall comply with all applicable provisions of section 16100 of Title 8 of the California Code of Regulations, which require CONTRACTOR to keep accurate records of the work performed as provided in Labor Code section 1812, to allow CCWA to inspect Bidder’s payroll records pursuant to Labor Code section 1776 and section 16400(e) of Title 8 of the California Code of Regulations, and to comply with all other requirements imposed by law.

The CCWA reserves the right to reject any or all Bids, to waive any informality in a Bid, and to make awards to the lowest responsive, responsible Bidder in the best interest of CCWA.

____________________________________ Ray Stokes, Executive Director CENTRAL COAST WATER AUTHORITY

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INSTRUCTION TO BIDDERS

A-1 BID.

Bids to receive consideration shall be made in accordance with the following instructions:

A. Examination of Documents:

1. Submission of a Bid shall be considered prima facie evidence that the Bidder has made such examination and is satisfied as to the conditions to be encountered in performing the work and as to the requirements of the Contract Documents. The failure or neglect of a Bidder to make such examinations shall in no way relieve the Bidder from any obligations with respect to its proposal or to the Contract Documents. No claim for additional compensation will be allowed which is based upon a lack of knowledge of any provision of the Contract Documents.

B. Execution of Bids:

1. Bids shall be properly executed upon the Bid form bound in the Contract Documents. No Bid will be considered unless it is made upon the Bid forms in and submitted with the Contract Documents.

2. All Bids shall be made in accordance with applicable statutes of the State of California including, but not limited to, the California Government, Labor and Public Contract Codes, applicable local laws, and as specified in the Contract Documents.

3. Bid prices shall include everything necessary for the completion of the Project and fulfillment of the Contract including, but not limited to, furnishing all materials, equipment, tools, and other facilities and all management, superintendents, labor and services, except as may be provided otherwise in the Contract Documents. Bid prices shall include all applicable federal, state, and local sales and use taxes.

4. Numbers shall be stated both in writing and in figures where so required. In case of a difference between written words and figures, the amount stated in written words shall govern.

5. The completed forms shall be without interlineations, alternations, or erasures.

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C. Irregular Bids:

1. Bids may be considered irregular and may be rejected as nonresponsive by CCWA if they show any alterations of form, unauthorized additions, unauthorized conditional or alternate Bids, incomplete Bids, recapitulations, unbalanced prices, erasures, or irregularities of any kind.

2. No oral, telegraphic, telephonic, or modified Bid will be considered.

D. Signing the Bid Form:

1. The Bid shall:

a. Include the legal name of the Bidder.

b. Identify the Bidder as a sole proprietor, a partnership, a corporation, or any other legal entity.

c. Be signed by the person or persons legally authorized to bind the Bidder to a contract for the execution of the Work.

d. Include a list of subcontractors, if any.

2. A Bid submitted by an agent shall have a valid Power of Attorney (Bid Certificate) attached certifying the agent’s authority to bind the Bidder.

3. The signature of all persons signing shall be in longhand.

E. Submitting Bids:

1. Bids shall be submitted in a sealed envelope.

a. The outside, upper left-hand corner of the envelope shall be marked as follows:

Bid of _____________________________________ (Name of Bidder)

For the Central Coast Water Authority, SWITCHGEAR MAINTENANCE Project.

2. Sealed Bids shall be delivered as instructed in the Notice Inviting Bids, on or before the day and hour set for the opening of Bids in the Notice Inviting Bids. Mailed Bids will not be accepted. However, Bids which are delivered in a timely manner to said offices by Federal Express, United Parcel Service, or other overnight delivery services shall not be considered mailed.

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a. It is the sole responsibility of the Bidder to see that its Bid is received in proper time.

b. Bids received after the scheduled closing time for receipt of Bids and any mailed Bids will be returned to the Bidder unopened.

3. The Bids shall include the Bid Form, Bid Schedule, List of Subcontractors, Bidder’s Statement of Qualifications, Noncollusion Affidavit, and Acknowledgement of Insurance Requirements.

A-2 EXPERIENCE AND BUSINESS STANDING.

A. Qualification of Bidders: Each Bidder shall possess all applicable permits and licenses before and after award and for the duration of the Contract. Each Bidder shall also have no less then five (5) years of experience in the magnitude and character of the work being Bid.

A. Experience Statement: CCWA requires that Bidders under consideration for award of the Contract submit a statement stating that Bidder’s experience.

1. Along with this statement, each Bidder shall list similar projects showing term, costs, when commenced, and the names, addresses, and phone numbers of the owners.

A-3 WITHDRAWAL OF BID.

A. Prior to Bid Opening: Any Bidder may withdraw its Bid, either personally or by telegraphic or written request received by CCWA at any time prior to the scheduled closing time for receipt of Bids.

B. After Bid Opening:

1. A Bidder may withdraw its Bid after the opening of Bids providing the Bidder can establish to CCWA’s satisfaction that a mistake was made in preparing the Bid.

A Bidder desiring to withdraw its Bid shall give written notice to CCWA within five (5) business days after opening of Bids specifying in detail how the mistake occurred and how the mistake made the Bid materially different than it was intended.

2. Withdrawal will be permitted for mistakes made in filling out the Bid and will not be permitted for mistakes resulting from errors in judgment or carelessness in inspecting the site of Work or in reading the Contract Documents.

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A-4 NOTICE OF AWARD.

A. Requirements: The successful Bidder, upon Notice of Award, is required to execute the Contract. The acceptance of the Notice of Award must be executed and returned to CCWA within Seven (7) business days of the date of the Notice of Award.

B. Examination of Forms: The forms of Contract, which the successful Bidder as Contractor will be required to execute, shall be carefully examined by the Bidder and are included in the Contract Documents.

C. Number of Copies: The Contract will be executed in two (2) original counterparts.

A-5 NOTICE TO PROCEED.

After CCWA receives the executed Contract and acceptable evidence of insurance coverage, CCWA will issue a Notice to Proceed. Acceptance of notice shall be signed within seven (7) calendar days from the date of the Notice to Proceed and returned to CCWA with the required evidence of insurance in compliance with the Contract Documents. No work shall proceed until acceptance is signed and timely received by CCWA. All commitments, subcontracts, and materials ordered until the acceptance is received shall be at risk of Bidder.

A-6 INTERPRETATION OF CONTRACT DOCUMENTS.

A. Questions: If any Bidder contemplating submitting a Bid does not understand any part of the Contract Documents, or finds discrepancies in or omissions from the Contract Documents, that Bidder shall submit to CCWA a written request for an interpretation or correction.

The person submitting the request will be responsible for its prompt delivery to CCWA.

B. Interpretations or Corrections: Interpretation or correction of the Contract Documents will be made only by Addendum duly issued and a copy of such Addendum will be mailed or delivered to each Bidder that requested and was issued a set of the Contract Documents.

CCWA will not be responsible for any other explanations or interpretations of the Contract Documents.

C. Documents to Rely Upon: Only the Contract Documents and Addenda shall be relied upon for preparation of Bids. Statements or representations made by or on behalf of CCWA regarding the Project prior, during, or after the Bidding will not be binding upon CCWA.

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A-7 QUESTIONS DURING BID PERIOD.

Questions regarding the Bidding documents and Bidding procedures shall be directed to:

John L. Brady, Deputy Director Central Coast Water Authority 255 Industrial Way Buellton, CA 93427 Telephone: (805) 688-2292, extension 228 Fax: (805) 686-4700 Email: jlb@CCWA.com No oral interpretations will be made to any Bidder as to the meaning of the Contract Documents. Requests for an interpretation shall be made in writing by United States mail, email, facsimile or delivered to person to CCWA no later than seven (7) days before the time announced for opening the bids. CCWA will issue addenda by email or facsimile to provide written responses to questions. A-8 ADDENDA.

Addenda issued during the time of Bidding shall be covered in the Bid and shall become a part of the Contract Documents. Bidders shall acknowledge receipt of any and all addenda in their Bid.

A-9 AWARD OR REJECTION OF BIDS.

A. Award: If awarded, the Contract will be awarded to the lowest, responsive, responsible Bidder complying with the Contract Documents. Any such award will be made within sixty (60) calendar days after the opening of the proposals. If the lowest responsible and responsive Bidder refuses or fails to execute the Contract as described in the Contract Documents, CCWA may award the Contract to the second lowest responsible and responsive and Bidder. Such award, if made, will be made within sixty (60) calendar days after opening of the proposals. If the second lowest responsible and responsive Bidder refuses or fails to execute the Contract, CCWA may award the Contract to the third lowest responsible and responsive Bidder. Such award, if made, will be made within ninety (90) calendar days after opening of proposals. CCWA is not obligated to select the lowest Bidder if it is determined by CCWA that the lowest Bidder is not qualified or does not have the experience necessary to perform the work covered by these Contract Documents.

B. Rejection: CCWA reserves the right to accept or reject any or all Bids if it deems it best for the public good, and to waive any informality, irregularity, and nonconformity in the Bids. CCWA reserves the right to reject any and all Bids.

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A-10 EXECUTION OF CONTRACT.

A. The Notice of Award will be issued by CCWA to the successful Bidder and will indicate the time schedule for execution of the Contract. The Contract will be mailed with Notice of Award.

B. The Contract shall be executed, completed, and delivered to the Central Coast Water Authority, not later than 4:30 PM on the seventh (7th) calendar day following the Notice of Award of the Contract.

C. In the event the documents submitted do not meet the requirements of CCWA, CCWA staff will notify the Bidder, by telephone, as to how the documents are insufficient, or incomplete, and the Bidder shall have five (5) business days, from the phone call to remedy such insufficient or incomplete documents.

D. In the event the Bidder fails to remedy insufficient or incomplete documents within five (5) business days or the Bidder fails to submit the documents within the time limitation described in preceding paragraph, then the Bidder shall be considered to have defaulted and shall have no further rights under and by virtue of the award of the contract. CCWA may award the contract to the next lowest, responsive, responsible Bidder or re-Bid the Project as determined by CCWA in its sole discretion.

A-11 BIDDERS INTERESTED IN MORE THAN ONE BID.

A. Interest in More Than One Bid: No person, firm, or corporation, under the same or different name, shall make, file, or be interested in more than one Bid for the same work unless alternate Bids are called for. A person, firm, or corporation who has submitted a sub-Bid to a Bidder, or who has quoted prices on materials to a Bidder, is not disqualified from submitting a sub-Bid or quoting prices to other Bidders.

B. Rejection in Case of Collusion:

1. Reasonable grounds for believing that any Bidder is interested in more than one Bid for the same work, will cause the rejection of all Bids for the Work in which such a Bidder is interested.

2. Any or all Bids will be rejected, in the sole discretion of CCWA, if there is reasonable grounds for believing that collusion exists among any of the Bidders.

C. Noncollusion Affidavit: Bidders shall submit with their Bids the notarized Noncollusion Affidavit executed in the form included with the proposal documents.

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A-12 PERMITS AND LICENSES.

A. Procurement of Permits and Licenses: The Bidder shall procure all permits and licenses, pay all charges, fees, and taxes and give all notices necessary and incidental to the due and lawful prosecution of work.

B. Bidders shall hold all valid permits and licenses for the type of work required on this Contract.

A-13 WORKERS’ COMPENSATION REQUIREMENTS.

The Bidders should be aware that in accordance with Section 3700 of the California Labor Code, the Bidder will, if awarded a Contract, be required to secure the payment of compensation to its employees and execute the workers’ compensation certificate in the form contained in these Contract Documents.

-END OF SECTION-

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BID FORM

TO

CENTRAL COAST WATER AUTHORITY

FOR THE SWITCHGEAR MAINTENANCE PROJECT

Name of Bidder: Business Address:

Phone No.: To Central Coast Water Authority (CCWA): Pursuant to and in compliance with your Notice Inviting Bids and the other documents relating to the Notice Inviting Bids, the undersigned Bidder, being fully familiar with the terms of the Contract Documents, local conditions affecting the performance of the Contract, the character, quality, quantities, and the scope of the work, the cost of the work at the place where the work is to be done, proposes and agrees to perform within the time stipulated in the Contract, including all of its component parts and everything required to be performed, and to furnish any and all of the labor, material, tools, equipment, transportation, services, permits, utilities, and all other items necessary to perform the Contract and complete in a workmanlike manner, all of the work required in connection with the construction of said work, all in strict conformity with the Contract Documents, for the prices set forth in this Bid.

Bids delivered to CCWA at the time set for the opening of Bids shall be irrevocable, and may not be withdrawn for a period of ninety (90) days after the date set for the opening of the Bids.

SCHEDULE OF PRICES:

All applicable sales taxes, State and/or Federal and any other special taxes, patent rights, or royalties are included in the prices quoted in this Bid.

Payment for each item will be based on the actual quantity of work performed times the item unit contract price. Determinations of the actual quantities and classifications of unit price work performed by the contractor will be made by CCWA and may be more or less than the specified, estimated quantities.

All representations made by Bidder in this Bid are made under penalty of perjury.

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DATED:____________________ BIDDER: BY: (SIGNATURE)

Title:

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BID SCHEDULE

CENTRAL COAST WATER AUTHORITY

FOR THE SWITCHGEAR MAINTENANCE PROJECT The Bidder offers and agrees to perform services for the SWITCHGEAR MAINTENANCE Project, as described in the Contract Documents, at the price and the manner indicated below. Bid Price: FACILITY Lump Sum for Annual Service Polonio Pass Water Treatment Plant Santa Ynez Pumping Plant

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LIST OF SUBCONTRACTORS

The Bidder shall list below the name and the place of business of each subcontractor who will perform work or labor or render service to the prime contractor in or about the SWITCHGEAR MAINTENANCE and disposal project. The Bidder shall also list below the portion of the work which will be done by each subcontractor under this Contract. The prime contractor shall list only one subcontractor for each portion as is defined by the prime contractor in its Bid. If the prime contractor fails to specify a subcontractor, the prime contractor agrees that it is fully qualified and licensed to perform and that the prime contractor shall perform that portion itself.

WORK TO BE PERFORMED SUBCONTRACTOR’S LICENSE NUMBER, IF APPLICABLE

SUBCONTRACTOR’S NAME AND ADDRESS

1.

2.

3.

NOTE: ATTACH ADDITIONAL SHEETS IF REQUIRED

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BIDDER’S STATEMENT OF QUALIFICATIONS

The Bidder shall furnish the following information. Additional sheets may be attached as required. Failure to complete at the time of Bid submittal will cause the Bid to be non-responsive and shall cause its rejection.

(1) Name of Organization (2) Individual Responsible for Bid (3) Title (4) Address (5) Telephone (6) Type of Business ___Corporation ___Partnership ___Joint Venture ___Sole Proprietorship (7) Names of principals (partners, owners, managers):

(8) Attach a list of switchgear maintenance projects completed or in progress during the last five (5) years.

(9) Has any corporate officer, partner, joint venture or proprietor ever failed to complete a contract awarded him or her in their own name or when acting as a principal of another organization? ___yes ___no

(10) Has your organization ever failed to substantially complete a project in a timely manner? ___yes ___no

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NONCOLLUSION AFFIDAVIT TO BE EXECUTED BY BIDDER AND SUBMITTED WITH BID

State of _______________ ) ) ss. County of _____________ ) ______________________, being first duly sworn, deposes and says that he or she is ________________________ of ____________________________ the party making the foregoing Bid that the Bid is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the Bid is genuine and not collusive or sham; that the Bidder has not directly or indirectly induced or solicited any other Bidder to put in a false or sham Bid, or that anyone shall refrain from Bidding; that the Bidder has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the Bid price of the Bidder or any other Bidder, or to fix any overhead, profit, or cost element of the Bid price, or of that of any other Bidder, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the Bid are true; and further, that the Bidder has not directly or indirectly, submitted his or her Bid price or any breakdown thereof, or the contents thereon, or divulged information or data relative thereto, or the contents thereof, or paid, and will not pay, any fee to any corporation, partnership, company, association, organization, Bid depository, or to any member or agent thereof to effectuate a collusive or sham Bid. ___________________________________ (signature of contractor) Subscribed and sworn to before me on this _______ day of ________________, 20___. __________________________________ Signature of Notary Public in and for the County of ________________ State of _____________________________

-END OF SECTION-

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ACKNOWLEDGMENT OF INSURANCE REQUIREMENTS

This Document Must Be Fully Executed by Contractor And Submitted With The Bid

The following insurance requirements have been adopted by the Central Coast Water Authority hereinafter designated the “OWNER” and shall be applicable to this Contract.

Insurance Requirement Summary

The Bidder shall furnish, within seven (7) days of the Notice of Award, Certified Insurance Policies and Endorsements as set forth in the Contract Documents. No other insurance documents shall be accepted in substitution of nor in addition to those set forth in the Insurance section of the General Conditions.

The Bidder shall not commence work under this Contract until all insurance required under this heading is obtained in a form acceptable to the OWNER, nor shall the Bidder allow any Subcontractor to commence work on a subcontract until all insurance required of the Subcontractor has been obtained.

I, _________________________, the ______________________________ (Insert Title) of ___________________________________________________ (Name of Company or Corporation or Owner) certify that the Insurance Requirements Summary has been read and understood and that as a material consideration of our Bid, we are able to provide the documents and coverages specified. ___________________________________ Signature of President, Secretary, Manager, Owner, or Representative ___________________________________ Date

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GENERAL CONDITIONS

A-1 GENERAL.

Wherever the following terms, or pronouns in place of them, are used in these General Conditions and the Contract Documents of which these General Conditions are a part, the intent and meaning shall be interpreted as provided below.

A-2 DEFINITIONS.

Bid - The proposal of the Bidder for the Work when completed and submitted on the prescribed Bid form, properly signed and guaranteed.

Bidder - Any individual, firm, partnership or corporation or other legal entity submitting a Bid for the work contemplated, and acting directly or through its duly authorized representative.

Board of Directors or Board - The Board of Directors of the Central Coast Water Authority.

CCWA - The Central Coast Water Authority, may also be referred to as the Owner.

Contract - The written agreement covering the performance of the Work and the furnishing of labor, materials, tools and equipment in the performance of the Work. The Contract shall include all Contract Documents and supplemental agreements amending or extending the Work contemplated which may be required to complete the Work in a substantial and acceptable manner. Supplemental agreements are written agreements covering alterations, amendments or extensions to the Contract and include Addenda and Contract Change Orders. The Contract also contains obligatory language to compensate the Contractor in an amount and times. The Contract includes, but shall not be limited to, the notice inviting Bids, information for Bidders, general conditions, scope of work, Bid Forma and Schedule, Bidder’s statement of qualifications, noncollusion affidavit, acknowledgment of insurance requirements, contract, worker’s compensation certificate, insurance policies and endorsements, and addenda, if any.

Contract Documents - The Contract Documents are any or all of the documents listed in the Contract and/or the above definition of Contract.

Contractor - The person or persons, firm, partnership or corporation or other legal entity who has entered into the Contract with CCWA to perform the Work.

County - County of San Luis Obispo or County of Santa Barbara, California, as applicable.

Date of Execution of the Contract - The date on which the Contract is signed by CCWA’s authorized representative. Notice of Award shall be issued pursuant to the provisions of the Contract. Acceptance of Award and compliance with provisions of

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Notice of Award shall be completed by Contractor no later than the seven (7) calendar days after Notice of Award.

Days - Unless otherwise designated, days as used in the Contract Documents shall mean calendar days, and is defined as every day appearing on the calendar.

Notice to Proceed - The written notice issued by CCWA to the Contractor authorizing the Contractor to proceed with the Work and establishing the date of commencement of the Contract Time. The Contractor shall not begin work at the site until CCWA the Notice to Proceed.

Project - Work required to be performed pursuant to the Contract.

Specifications - The term “specifications” refers to the terms, provisions, and requirements in the Contract Documents.

Subcontractors - The term “Subcontractor” includes only those having a direct contract with the Contractor and it includes one who furnishes material worked to a special design according to the Contract Documents of the Work, but does not include one who merely furnishes material not so worked and would be considered a supplier only.

Supplier - The Term “Supplier” shall mean any individual or entity who furnishes materials or supplies to be used, consumed or incorporated into the Work.

Work - All the work specified, indicated, shown or contemplated in the Contract to perform SWITCHGEAR MAINTENANCE services, including all alterations, amendments or extensions.

Written Notice - “Written Notice” shall be deemed to have been served when delivered in person to the individual or to a member of the firm or to an officer of the corporation for whom it is intended, or if delivered at or sent by registered mail, then it shall be deemed to have been duly served two days after mailing to the last business address known to him who gives the notice.

A-3 INTENT OF CONTRACT DOCUMENTS.

The intent of the Contract Documents is to prescribe the details for the completion of the Work that the Contractor undertakes to perform in accordance with the terms of the Contract. Where the Contract Documents describe portions of the Work in general terms, but not in complete detail, it is understood that only the best general practice is to prevail and that only materials and workmanship of the first quality are to be used by the Contractor. Unless otherwise specified, the Contractor shall furnish all labor, materials, tools, equipment, and incidentals and do all the work involved in performing the Contract in a satisfactory and workmanlike manner.

The technical provisions are presented in sections for convenience. However, this presentation does not necessarily delineate trades or limits of responsibility. All

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sections of the Contract Documents are interdependent and applicable to the project as a whole.

The Contract Documents are complementary, and what is called for in any one portion shall be binding as if called for in all other applicable portions of the Contract Documents.

A-4 CONTRACTOR’S UNDERSTANDING.

It is understood and agreed that the Contractor has, by careful examination, satisfied itself as to the nature and location of the Work, the conformation of the facilities, the character, quality and quantity of the materials to be encountered, the character of equipment and facilities needed preliminary to and during the prosecution of the Work, the general and local conditions, and all other matters which can in any way affect the Work under this Contract. No verbal agreement or conversation with any officer, agent or employee of CCWA, either before or after the execution of this Contract, shall affect or modify any of the terms or obligations herein contained.

A-5 COORDINATION AND INTERPRETATION OF CONTRACT DOCUMENTS.

A. The Contract Documents are complementary and a requirement occurring in one is as binding as though occurring in all.

B. Should it appear that the Work to be done or any of the relative matters are not sufficiently detailed or explained in the Contract Documents, the Contractor shall apply to CCWA for such further explanations as may be necessary and shall conform to them as part of the Contract. In the event of any doubt or question arising respecting the true meaning of the Contract Documents, reference shall be made to CCWA, whose decision thereon shall be final and conclusive.

A-6 PAYMENT.

Invoices shall be furnished by Contractor for services rendered to CCWA to:

Central Coast Water Authority Attn: Accounts Payable Department 255 Industrial Way Buellton, CA 93427-9565 Within 30 days after receipt of an adequate invoice, CCWA will pay Contractor for the Work. Acceptance of such payment by Contractor shall constitute full compensation for all supervision, labor, supplies, materials, equipment, and the use thereof, and for all necessary expenses, incurred by Contractor in performing the work.

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A-7 PERFORMANCE.

Contractor shall perform all work under this Contract, taking necessary steps and precautions to perform the Work to CCWA’s satisfaction. Contractor shall be responsible for the professional quality, technical assurance, timely completion and coordination of all documentation and other goods and services under this Contract. Contractor shall perform all work, diligently, carefully, and in a good and workman-like manner; shall furnish all labor, supervision, machinery, equipment, materials, and supplies necessary therefore; and, if permitted to subcontract, shall be fully responsible for all work permitted by subcontractors.

A-8 COMPLIANCE WITH LAWS, PERMITS, REGULATIONS, TAXES.

Contractor is an independent contractor and shall at his sole cost and expense comply with all laws, rules, ordinances, and regulations of all governing bodies having jurisdiction over the work. If any discrepancy or inconsistency is discovered in the Contract Documents, or in this Contract in relation to any such law, rule, ordinance, regulation, order or decree, the Contractor shall immediately report the same to CCWA in writing.

Without limitation, performance by the Contractor shall comply with all applicable federal, state and local laws, rules, regulations and pronouncements including, but not limited to, the County Board of Supervisors; the County Department of Health; the California Department of Transportation; and, the County Air Pollution Control District. The Contractor, upon request, shall furnish evidence satisfactory to CCWA that any or all of the above obligations have been or are being fulfilled. The Contractor warrants to CCWA that it is permitted and licensed by all applicable governmental bodies to perform this Contract and will remain so permitted and licensed throughout the progress of the Work, and that it has, and will have, throughout the progress of the work, the necessary experience, skill and financial resources to enable performance of this Contract.

A-9 AUDITS BY DISTRICT.

During the term of this Contract and for a period of not less than three (3) years after the completion, expiration or earlier termination of the Contract, CCWA shall have the right to audit Contractor’s Work-related business records, as such terms are defined in California Evidence Code Sections 250 and 1271, as amended during the regular business hours of Contractor, or, if Contractor has no such hours, during the regular business hours of CCWA.

A-10 PERMITS AND LICENSES.

Except as otherwise provided in this Contract, the Contractor, at no charge to CCWA, shall procure and maintain all permits, licenses, and governmental approvals, pay all charges and fees, and give all notices necessary and incident to the lawful prosecution of the work.

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A-11 PAYMENT OF TAXES.

The Contract prices paid for the Work shall be deemed to include full compensation for all taxes that the Contractor is required to pay, whether imposed by Federal, State, or local governments.

A-12 TERMINATION.

CCWA may, subject to the Force Majeure paragraph contained herein, by written notice of default to the contractor, terminate this contract in whole or in part if the contractor fails to: (i) perform the services within the time specified in the Contract or any amendment thereto; (ii) make progress so as to endanger performance of this Contract; or (iii) perform any of the other provisions of this Contract. CCWA’s right to terminate under items (ii) and (iii) may be exercised if the Contractor does not cure such failure within the time frame stated in the cure notice issued by CCWA.

A-13 RIGHTS OF CCWA UPON TERMINATION.

In the event the right of the Contractor to proceed with the Work, or any portion thereof, has been terminated because of the fault of the Contractor, CCWA may issue a notice of termination to the Contractor. CCWA may then take over the work and prosecute the same to completion by contract or any other method CCWA deems expedient, and may take possession of and utilize in completing the work such materials, appliances, equipment, and plant as may be on the Site of the work and necessary for completion. The Contractor shall be liable for all damages including costs of managerial and administrative services, engineering, legal, and other consultant fees, sustained or incurred by CCWA in enforcing the provisions of the Contract and in completing or causing to complete the Work.

Upon termination the Contractor shall not be entitled to receive any further payment until the Work is finished. If upon completion of the Work the total cost to CCWA, including engineering, legal, and other consultant fees, costs of managerial and administrative services shall be less than the amount which would have been paid if the work had been completed by the Contractor in accordance with the terms of the Contract, then the difference shall be paid to the Contractor in the same manner as the final payment under the Contract. If the total cost incurred by CCWA on account of termination and subsequent completion of the Work by CCWA by whatever method CCWA may deem expedient shall exceed said amount which the Contractor would otherwise have been paid, the Contractor shall be liable to CCWA for the full amount of such excess expense.

A-14 INDEMNIFICATION.

Contractor shall indemnify, defend and hold harmless CCWA and its officers, elected officials, and employees (including, without limitation, permanent, temporary and contract employees) from and against all claims, damages, losses and expenses including attorney fees arising out of the performance of the Work, caused in whole or in part by any willful act or omission or negligent act or omission of the Contractor, any

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Subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable.

A-15 INSURANCE.

A. The Contractor shall not commence any work until all required insurance has been obtained at its own expense, required submittals delivered to CCWA, and the submittals reviewed and approved by CCWA for general conformance with the Contract. The Contractor shall procure and maintain the insurance required under this section for the duration of the Contract. The procurement and maintenance of the insurance required by this section is a material element of the Contract and failure to timely procure and/or maintain such insurance shall be a material breach of the Contract.

A. Prior to execution of the Contract, the Contractor shall deliver to CCWA the following:

1. A copy of each insurance policy which provides insurance required by this Section (and additional copies as requested by CCWA in writing). Each policy copy shall be certified by placing a statement on the policy(ies) stating that “this copy of the policy is certified to be true, correct and complete” and signed by an authorized representative of the insurer. The copy of each policy shall include each and every cover page, declaration page, form, schedule, endorsement, etc. that is a part of the policy;

2. Certificate(s) of Insurance, issued in duplicate, covering all policies. Such certificates shall make explicit reference to each of the provisions and endorsements required in this Section, and shall be signed on behalf of the insurer by an authorized representative;

3. Original endorsements for each policy of insurance required by this section and signed on behalf of the insurer by an authorized representative. Sample “pro forma” endorsement forms are included in the Contract Documents. If Contractor declines to use “pro forma” endorsements forms, the specific language contained in each “pro forma” endorsement form must be used for the endorsements supplied.

B. All insurance required by this section shall be placed with insurance companies authorized by the State of California to transact insurance business in the State of California for the types of insurance required by the Contract. Each insurance company shall have a current A. M. Best Insurance Guide rating of not less than A-/VII unless prior written approval is secured from CCWA as to the use of such insurer.

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C. The requirements as to the types, limits, deductibles and CCWA’s review and/or approval of insurance coverages to be maintained by the Contractor are not intended to and shall not in any manner limit or qualify the liabilities and obligations assumed by the Contractor under the Contract. Further, CCWA’s review and approval of any section, unless specifically stated in writing and signed by CCWA, shall not release or relieve the Contractor or its Subcontractors from complying with the requirements of this section.

D. Any policy of insurance required by this Section shall be an “occurrences” policy.

E. In addition to any other remedy CCWA may have, if the Contractor or any of the subcontractors fail to maintain the insurance coverage as required in this Section, CCWA may obtain such insurance coverage as is not being maintained, in form and amount substantially the same as required herein, and CCWA may deduct the cost of such insurance from any amounts due or which may become due the Contractor under this Contract.

F. In the event the Contractor changes any insurance company(ies) providing the insurance coverage required by this section, the Contractor shall timely resubmit to CCWA for review and approval, the insurance documents required by this section for each new insurance company providing insurance coverage. The Contractor shall submit such documents at least thirty (30) days prior to the change in any required insurance to enable CCWA to timely review and approve the insurance coverages provided by such new insurance company(ies).

G. Insurance policies providing coverage which contains self-insured retention shall not be acceptable except with the prior written approval of CCWA regardless of the amount of the self-insured retention.

H. The premiums paid by the Contractor and/or Subcontractor(s) for the insurance required by this section shall be considered as included in the Contract price for the Project and no additional allowance will be made for payment of premiums which may be required to be paid by the Contractor and/or its Subcontractors in order to procure and maintain the requisite insurance coverage.

I. Any failure to comply with the claim reporting provisions of the policies or any breach of a policy warranty shall not affect coverage under the policy applicable to the additional insureds.

J. The Contractor shall, at its expense, maintain in effect at all times during the performance or work under the Contract not less than the following

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coverage and limits of insurance, which shall be maintained with insurers and under forms of policy satisfactory to CCWA:

1. California Worker’s Compensation and Employer’s Liability Insurance:

(a) Insurance to protect the Contractor or its Subcontractor(s) from all claims under California Worker’s Compensation and Employer’s Liability Acts, including Longshoremen’s and Harbor Worker’s Act (collectively Acts). Such coverage shall be maintained, in type and amount, in strict compliance with all applicable State and Federal statutes and regulations. The Contractor shall execute a certificate in compliance with Labor Code Section 1861, on the form provided in the Contract Documents.

(b) Each policy of insurance providing the required California Worker’s Compensation and Employer’s Liability Insurance shall contain the following provisions and/or endorsements:

(1) Central Coast Water Authority, the Department of Water Resources State of California and their officers, elected officials, and employees (including without limitation, permanent, temporary and contract employees) shall each be additional insureds or alternate employers in regard to coverage for injury to any employee of the Contractor or any of the Subcontractors arising out of their performance of any work under the Contract.

(2) Written notice shall be given to Central Coast Water Authority at least thirty (30) calendar days prior to termination, suspension, voiding, cancellation, or reduction of coverage in the policy; except that if cancellation is for non-payment of premiums, written notice shall be given to Central Coast Water Authority at least ten (10) calendar days prior to cancellation.

(3) The insurer shall waive any and all transfer rights of recovery (subrogation) it may have against the additional insureds for claims and/or losses arising out of the performance of any work under the Contract.

(c) If an injury occurs to any employee of the Contractor or any of the Subcontractors for which the employee or his dependents, in the event of his death, may be entitled to compensation from CCWA under the provisions of the Acts, or for which compensation is claimed from CCWA, there will be retained out of the sums due the Contractor under this Contract, an amount sufficient to cover such compensation as fixed by the Acts, until such compensation is paid or it is determined that no compensation is due. If CCWA is required to pay such compensation, the

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amount paid will be deducted and retained from such sums due, or to become due the Contractor.

2. Commercial General Liability Insurance:

The insurance shall be at least as broad as Insurance Services Office (ISO) Commercial General Liability Coverage (Occurrence Form CG 0001) and include, but shall not be limited to, protection against claims arising from death, bodily or personal injury, or damage to property resulting from actions, failures to act, operations or equipment of the insured, or by its employees, agents, consultants, or by anyone directly or indirectly employed by the insured. The amount of insurance shall not be less than $2,000,000 combined single limit per occurrence coverage applying to bodily and personal injury and property damage, and shall not be less than $20,000 for fire damage coverage, and shall not be less than $2,000 for medical expense (any one person) coverage. Deductible shall not exceed $10,000. If the policy contains a general aggregate limit, such limit must be amended to apply separately to the work under the Contract (ISO CG 2503 or ISO CG 2504) or the general aggregate limit and products-completed operations aggregate limit shall be twice the required occurrence limit. The contractor shall request CCWA’s approval in writing for any deductible in excess of the stated amount. The commercial general liability insurance coverage shall also include the following provisions and/or endorsements:

(a) Broad Form Property Damage, Personal Injury, Contractual

Liability, Protective Liability Completed Operations coverage, and Premises.

(b) Central Coast Water Authority, the Department of Water Resources State of California and their officers, elected officials, and employees (including, without limitation, permanent, temporary and contract employees) shall each be given insured status (via ISO endorsement CG 2010, CG 2033, or insurer’s equivalent for general liability coverage) as respects: liability arising out of activities performed by or on behalf of the Contractors; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; and automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Central Coast Water Authority, the Department of Water Resources State of California and their officers, elected officials, or employees.

(c) Written notice shall be given to Central Coast Water Authority at least thirty (30) calendar days prior to termination, suspension, voiding, cancellation, or reduction of coverage in the policy; except that if cancellation is for non-payment of premiums, written notice shall be given

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to Central Coast Water Authority at least ten (10) calendar days prior to cancellation.

(d) The insurance shall be primary as respects the interest of the Additional Insureds, and any other insurance maintained by the Additional Insureds is excess and not contributing insurance with the contractor’s insurance.

(e) Cross-liability and/or Severability of Interests.

(f) The insurer shall waive any and all transfer rights of recovery (subrogation) it may have against the additional insureds for claims and/or losses arising out of the performance of any work under the Contract.

(g) The insurance, subject to all its other terms and conditions, applies to the liability assumed by the Contractor under the Contract.

3. Business Automobile Liability Insurance:

The insurance shall be at least as broad as Insurance Services Office (ISO) Business Auto Coverage (Form CA 0001), covering Symbol 1 (any auto) and include, but shall not be limited to, protection against claims arising from death, bodily or personal injury, or damage to property resulting from actions, failures to act, operations or equipment of the insured, or by its employees, agents, consultants, or by anyone directly or indirectly employed by the insured. The insurance shall also include an endorsement that assures compliance with Section 29 and 30 of the Motor Carrier Act of 1980 and the rules and regulations of the Federal Highway Administration and Interstate Commerce Commission. The amount of insurance shall not be less than $2,000,000 combined single limit per accident coverage applying to bodily and personal injury and property damage. Deductible shall not exceed $20,000. Coverage shall insure all owned, non-owned and hired automobiles. The contractor shall request CCWA’s approval in writing for any deductible. The business automobile liability insurance coverage shall also include the following provisions and/or endorsements:

(a) Central Coast Water Authority, the Department of Water Resources State of California and their officers, elected officials, and employees (including, without limitation, permanent, temporary and contract employees) shall each be given insured status (via ISO endorsement CG 2010, CG 2033, or insurer’s equivalent for general liability coverage) as respects: liability arising out of activities performed by or on behalf of the Contractors; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; and automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the

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Central Coast Water Authority, the Department of Water Resources State of California and their officers, elected officials, or employees.

(b) Written notice shall be given to Central Coast Water Authority at least thirty (30) calendar days prior to termination, suspension, voiding, cancellation, or reduction of coverage in the policy; except that if cancellation is for non-payment of premiums, written notice shall be given to Central Coast Water Authority at least ten (10) calendar days prior to cancellation.

(c) The insurance shall be primary as respects the interest of the Additional Insureds, and any other insurance maintained by the Additional Insureds is excess and not contributing insurance with the contractor’s insurance.

(d) Cross-liability and/or Severability of Interests.

(e) The insurer shall waive any and all transfer rights of recovery (subrogation) it may have against the additional insureds for claims and/or losses arising out of the performance of any work under the Contract.

(f) The insurance, subject to all its other terms and conditions, applies to the liability assumed by the Contractor under the Contract.

4. Excess/Umbrella Liability Insurance:

If the Contractor’s Primary Commercial General Liability, and/or Automobile Liability insurance coverage limits requirements are insufficient, the Contractor may provide additional limits with an excess liability and/or umbrella liability insurance policy. This form of insurance will be acceptable only if the primary and excess liability and/or umbrella liability policies provide the required coverages and include the following provisions and/or endorsements:

(a) Following form coverage at least as broad as the primary.

(b) Central Coast Water Authority, the Department of Water Resources State of California and their officers, elected officials, and employees (including, without limitation, permanent, temporary and contract employees) shall each be given insured status (via ISO endorsement CG 2010, CG 2033, or insurer’s equivalent for general liability coverage) as respects: liability arising out of activities performed by or on behalf of the Contractors; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; and automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the Central Coast Water Authority, the Department of Water Resources State of California and their officers, elected officials, or employees.

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(c) Written notice shall be given to Central Coast Water Authority at least thirty (30) calendar days prior to termination, suspension, voiding, cancellation, or reduction of coverage in the policy; except that if cancellation is for non-payment of premiums, written notice shall be given to Central Coast Water Authority at least ten (10) calendar days prior to cancellation.

(d) The insurance shall be primary as respects the interest of the Additional Insureds, and any other insurance maintained by the Additional Insureds is excess and not contributing insurance with the contractor’s insurance.

(e) Cross-liability and/or Severability of Interests.

(f) The insurer shall waive any and all transfer rights of recovery (subrogation) it may have against the additional insureds for claims and/or losses arising out of the performance of any work under the Contract.

(g) The insurance, subject to all its other terms and conditions, applies to the liability assumed by the Contractor under the Contract.

(h) A Schedule of Underlying Insurance which matches the actual policy numbers and coverage limits in the actual underlying policies.

(i) A total underlying coverage limit plus excess/umbrella limit equal to or greater than the required coverage limit for each type of coverage. The contractor shall request CCWA’s approval in writing for any deductible.

A-16 ATTORNEY’S FEES.

If any legal proceeding, including but not limited to an action for declaratory relief, is brought to enforce or interpret the provisions of the Contract, the prevailing party shall be entitled to recover actual attorneys’ fees and costs, which may be determined by the court in the same action or in a separate action brought for that purpose. The attorneys’ fees award shall be made as to fully reimburse for all attorneys’, paralegal and experts’ fees, costs and expenses actually incurred in good faith, regardless of the size of the judgment, it being the intention of the parties to fully compensate for all attorneys’, paralegal and experts’ fees, costs and expenses paid or incurred in good faith.

A-17 NO PERSONAL LIABILITY.

Neither CCWA nor any of its officers, agents, or employees shall be personally responsible for any liability arising under the Contract, except such obligations as are specifically set forth herein.

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A-18 GOVERNING LAW.

The validity and interpretation of this Contract shall be governed by the laws of the State of California without giving effect to the principles of conflict of laws, with venue for all purposes proper only in the County of Santa Barbara, State of California.

A-19 ENTIRE AGREEMENT AND AMENDMENT.

The Contract, including any document incorporated herein by express reference, contains the entire understanding and agreement of the parties and there have been no promises, representations, agreements, warranties or undertakings by any of the parties, either oral or written, of any character or nature binding except as stated in this Contract. This Contract may be altered, amended or modified only by an instrument in writing, executed by the parties to this Contract and by no other means. Each party waives their right to claim, contest or assert that this Contract was modified, canceled, superseded or changed by any oral agreement, course of conduct, waiver or estoppel.

A-20 ASSIGNMENT.

A. A party shall not voluntarily or by operation of law assign, hypothecate, give, transfer, mortgage, sublet, license, or otherwise transfer or encumber all or any part of its rights, duties, or other interests in this Contract or the proceeds thereof (collectively, Assignment), without the other party’s prior written consent, which consent shall not be unreasonably withheld or delayed. Any attempt to make an Assignment in violation of this provision shall be a material default under this Contract and shall be null and void.

B. For purposes of this Contract, “Assignment” also includes:

1. If Contractor is a partnership or limited liability company: (a) voluntarily transfer within a twelve-month (12-month) period, of twenty-five percent (25%) or more of the partnership or membership interests; or (b) the voluntary dissolution of the partnership or limited liability company without its immediate reconstitution.

2. If Contractor is a closely held corporation (i.e., one whose stock is not publicly held and not traded through an exchange or over the counter): (a) the sale or other voluntary transfer, within a twelve-month (12-month) period, of more than an aggregate of twenty-five percent (25%) of the voting shares of Contractor (other than to immediate family members by reason of gift or death); or (b) the dissolution, merger, consolidation, or other reorganization of Contractor.

C. Absent an express signed written agreement between the parties to the contrary, no assignment of any of the rights or obligations under this

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Contract shall result in a novation or in any other way release the assignor from its obligations under this Contract.

A-21 WAIVER.

No waiver of any provision or consent to any action shall constitute a waiver of any other provision or consent to any other action, whether or not similar. No waiver or consent shall constitute a continuing waiver or consent or commit a party to provide a waiver in the future except to the extent specifically stated in writing. Any waiver given by a party shall be null and void if the party requesting such waiver has not provided a full and complete disclosure of all material facts relevant to the waiver requested. No waiver shall be binding unless executed in writing by the party making the waiver.

A-22 REMEDIES.

Each party acknowledges that a remedy at law for any breach or attempted breach of this Contract will be inadequate, agrees that each other party shall be entitled to specific performance and injunctive and other equitable relief in case of any such breach or attempted breach, and further agrees to waive any requirement for the securing or posting of any bond in connection with the obtaining of any such injunctive or other equitable relief.

A-23 CUMULATION OF REMEDIES.

No remedy or election shall be deemed exclusive but shall, wherever possible, be cumulative with all other remedies at law or in equity.

A-24 DISPUTES.

The CCWA representative will initially decide all claims of the Contractor and all disputes arising under and by virtue of the Contract. Such claim or dispute will be processed and decided by the CCWA representative as soon as practicable after its submission and the submission or availability of any additional information necessary to its decision. If the Contractor is dissatisfied with the CCWA representative’s decision, the parties agree first participate in good faith to settle the dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Rules as a condition to resorting to arbitration, litigation, or some other dispute resolution procedure.

A-25 COMMERCIAL IMPRACTICABILITY / FORCE MAJEURE.

No party shall be liable for any failure to perform its obligations in connection with any action described in this Contract, if such failure results from any act of God, riot, war, civil unrest, flood, earthquake, or other cause beyond such party’s reasonable control (including any mechanical, electronic or communications failure, but excluding failure caused by a party’s financial condition or negligence).

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A-26 CONFLICT OF INTEREST.

Contractor shall exercise reasonable care and diligence to prevent any actions or conditions that could result in a conflict with the best interest of CCWA. This obligation shall apply to Contractor, Contractor’s employees, agents, relatives, contractors, and third parties associated with accomplishing work and services hereunder. Contractor’s efforts shall include, but not be limited to, establishing precautions to prevent its employees or agents from making, receiving providing, or offering gifts, entertainment, payments, loans, or other considerations that could be deemed to appear to influence individuals to act contrary to the best interest of CCWA.

A-27 JURY TRIAL WAIVERS.

To the fullest extent permitted by law, and as separately bargained-for consideration, each party waives any right to trial by jury in any action, suit, proceeding, or counterclaim of any kind arising out of or relating to this Contract. Each party expressly acknowledges the inclusion of this jury trial waiver through the initials of its duly authorized representative.

A-28 NONDISCRIMINATION.

In the performance of this Contract, Contractor agrees that it will not engage nor permit any subcontractors to engage in discrimination in employment of persons because of the race, color, sex, national origin or ancestry, or religion of such persons.

A-29 NO THIRD PARTY RIGHTS.

Nothing in this Contract, whether express or implied, is intended to confer any rights or remedies under or by reason of this Contract on any persons other than the parties to this Contract and their respective successors and assigns, nor is anything in this Contract intended to relieve or discharge the obligations or liability of any third persons to any party to this Contract, nor shall any provision give any third persons any right of subrogation or action over or against any party to this Contract.

A-30 ORDER OF PRECEDENCE.

In the event of any inconsistency between the articles, attachments, specifications, or provisions that constitute this Contract, the following order of precedence shall apply: (a) Contract; (b) Scope of Work; (c) General Conditions; and (d) all other attachments incorporated herein by reference. The Scope of Work shall prevail over all subsidiary documents referenced therein.

A-31 SEVERABILITY.

The Contractor and CCWA agree that if any provision of this Contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the contract shall remain in full force and effect. Either party having

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knowledge of such term or provision shall promptly inform the other of the presumed non-applicability of such provision.

A-32 NOTICES.

All notices, requests, demands, and other communications required to or permitted to be given under the Contract shall be in writing and shall be conclusively deemed to have been duly given (1) when hand delivered to the other party; or (2) when received via telex or facsimile at the address or number stated below (provided that notices given by facsimile shall not be effective unless either (a) a duplicate copy of such facsimile notice is promptly given by depositing same in a United States post office with first-class postage prepaid and addressed to the parties as stated below, or (b) the receiving party delivers a written confirmation of receipt for such notice either by facsimile or any other method permitted under this paragraph; additionally, any notice given by telex or facsimile shall be deemed received on the next business day if such notice is received on the next business day if such notice is received after 5:00 p.m. (recipient’s time) or on a nonbusiness day); or (3) three business days after the same have been deposited in a United States post office with first class or certified mail return receipt requested postage prepaid and addressed to the parties as set forth below; or (4) the next business day after same have been deposited with a national overnight delivery service (Federal Express, DHL Worldwide Express, Express Mail, etc.), postage prepaid, addressed to the parties as stated below with next-business-day delivery guaranteed, provided that the sending party receives a confirmation of delivery from the delivery service provider.

Each party shall make an ordinary, good faith effort to ensure that it will accept or receive notices that are given in accordance with this paragraph and that any person to be given notice actually receives such notice. A party may change or supplement the addresses given in this Contract, or designate additional addresses, for purposes of this Section by giving the other party written notice of the new address in the manner stated above.

A-33 COMMENCEMENT DATE.

The Commencement Date shall be the date stated in the Notice to Proceed (Commencement Date).

A-34 CONTRACT TERM.

The term of this Contract shall commence on the effective date of the Contract and terminate after two years (Contract Term). However, the Contract Term may be extended, at CCWA’s discretion, for two additional two year terms.

A-35 PAYMENT FOR SWITCHGEAR MAINTENANCE.

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CCWA shall make monthly progress payments within 30 days after receipt of an undisputed and properly submitted payment request from the Contractor. Upon receipt of a payment request, CCWA shall review each payment request as soon as practicable after receipt for the purpose of determining that the payment request is a proper payment request. Any payment request determined not to be a proper payment request suitable for payment shall be returned to the Contractor with an explanation as soon as practicable, but not later than seven days, after receipt. A request returned pursuant to this paragraph shall be accompanied by a document setting forth in writing the reasons why the payment request is not proper. The Contractor shall then correct the deficiencies in the payment request and resubmit it to CCWA.

A-36 SUBMITTALS.

The Contractor shall submit to CCWA such schedules, reports, drawings, lists, literature samples, instructions, directions, and guarantees as are specified or reasonably required for construction, operation, and maintenance of the Work in ample time for each to serve its purpose and function.

A-37 ACCIDENT PREVENTION.

A. Precaution shall be exercised by the Contractor at all times for the protection of persons (including employees) and property. The safety provisions of all applicable laws, shall be observed. Machinery, equipment, and other hazards shall be guarded or eliminated.

B. First-Aid facilities and information posters conforming, at a minimum, to the requirements of the Occupational Safety and Health Administration shall be provided in a readily accessible location or locations.

C. The Contractor shall make all reports as are, or may be, required by any governmental entity having jurisdiction, and permit all safety inspections of the Work being performed under this Contract. Before proceeding with any construction work, the Contractor shall take all necessary actions to comply with all provisions for safety and accident prevention.

D. The Contractor shall be aware of and comply with applicable California OSHA safety regulations.

036910\0032\12104664.1 SW-1

SCOPE OF WORK

1-1 PROJECT DESCRIPTION.

The Central Coast Water Authority (CCWA) is currently seeking competitive bids from qualified and appropriately licensed contractors to perform preventative maintenance work on electrical switchgear located at the Polonio Pass Water Treatment Plant and Santa Ynez pumping station. The successful Bidder will be required to have a valid Class C-10 or equivalent California Contractors License and have at least five years of experience in work that is similar in magnitude and complexity as the work outlined in the scope of work presented below. This project will include an agreement for a term of 2 years, with an option to extend the contract for up to two additional terms. The extension of the contract term will be solely at the discretion of CCWA and will be contingent on compliance with CCWA requirements. The annual preventative maintenance service will be required at either the Water Treatment Plant or the Santa Ynez Pumping Plant. The Water Treatment Plant maintenance will be scheduled for 2015; The Santa Ynez Pumping Plant will be scheduled for 2016. The goal is to accomplish preventative maintenance at each site every other year. Based on work described below, the Bid will include all costs related to the project, including any overtime and/or Saturday Labor costs. Maximum time down including shutdown and startup is 48 hours. We estimate one hour to shut down and two hours to start-up. More details around structure, communication and staffing will be discussed following contract award to the successful Bidder. There will be a required Safety meeting before the start of work to discuss everything from isolation to emergency response / communication. If continuous work is required; Safety meetings are required at Shift change.

1-2 EQUIPMENT LIST FOR MAINTENANCE.

Water Treatment Plant equipment included in this scope:

1 - 480 VAC 3P 4000AF/2000AT Cutler Hammer Breaker 1 - 480 VAC 3P 4000AF/1800AT Cutler Hammer Breaker 2 - 480 VAC 3P 800AF/800AT Cutler Hammer Breaker 2- 480 VAC 3P 800AF/600AT Cutler Hammer Breaker 2 - 480 VAC 3P 800AF/250AT Cutler Hammer Breaker 1 - 480 VAC 3P 800AF/100AT Cutler Hammer Breaker 1 - 480 VAC 3P Cutler Hammer Breaker model # (Spare) 1 – 12.4 KV 3P 600AS/100AF Fused Knife Switch (fuse 15.5KV 100A). 1 – 12.47KV / 480VAC 1500KVA Transformer 1 – Auto Transfer Switch 480VAC 3P 2000A Bus; Asco model # IQ Data Plus II

Santa Ynez pumping station equipment included in this scope:

1-480 VAC Manual Disconnect Switch Westinghouse CRD-200A 1-480 VAC Manual Transfer Switch Westinghouse MTSSM-225A 5-480 VAC Breakers Westinghouse HLD3600

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IQ Data Plus II

1-3 SPECIFIC PREVENTATIVE MAINTENANCE WORK TO BE COMPLETED.

Contractor shall perform annual maintenance, calibration and testing services as specified herein and as necessary, to maintain the optimum level of efficiency for each specified piece of equipment. Services shall include, as applicable, but not be limited to, cleaning, lubricating, calibration, alignment, timing, and replacement of any filters; inspection of all mechanical parts, inspection and operational testing of each piece of equipment, furnishing all necessary lubricants, cleaning supplies, and testing of equipment; provision of any necessary repairs and parts replacement. Contractor shall test all major components in accordance with the most current issue of the National Electrical Testing Association (NETA) maintenance testing specifications. Testing shall also comply with the manufacturers’ instruction manuals. Contractor shall identify all equipment requiring calibration by placing inspection stickers on the equipment showing the date of calibration and/or service date, with technician’s signature. Contractor shall ensure that all instruments used to calibrate the equipment are certified and traceable to the National Institute of Standards Technology (NIST). Contractor shall perform Conductivity Tests in accordance with applicable rules and regulations. All services performed by the Contractor are to be inspected by the CCWA Maintenance Superintendent or designee after completion. CCWA staff is solely responsible to determine acceptability of the work performed and operability of the equipment. The preventative maintenance work shall at a minimum include the following tasks:

12KV Fused knife switch:

Check main blade contacts and leading edges of flicker blades for arc erosion. Severely damaged blade assemblies should be replaced.

Inspect Arc Chute sides for cracks and erosion and replace if damaged. Check alignment / engagement of Flicker blades and main blades. Check interphase barriers for carbon or metallic deposits. Replace if deposits are

present. Wipe away any dust or dirt that may have accumulated in the cubicle, paying

close attention to insulators and insulating material. Close and open the de-energized switch at least three times to check the

performance of the operating mechanism. 12.47KV / 480VAC 1500KVA Transformer:

Inspect for leaks, Bushing condition, Paint condition, rust. Document gauge readings, Fluid Temp., Vac / Pressure, Tap-setting. Perform / document Liquid Screen test. Perform / document inhibitor % by weight content. Perform / document Dissolved Gas-in-oil / Gas Chromatography test. Perform / document Moisture content / PPM test.

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Perform / document Liquid power factor % test. Perform / document Furan Analysis – Parts per billion test. Perform / document DC Resistivity test. Perform / document Corrosive Sulfur test. Perform / document Particle count.

IQ Data Plus II:

Test voltage and current trip settings. If actual trip settings differ from Coordination settings; the Maintenance

Superintendent must be notified and OK given to make changes Check / Tighten all wiring connections

Cubicle / Bus:

Vacuum / wipe down cubicle (remove all dust). Verify Bus torque ratings are correct. Document any abnormal conditions; take pictures of any issues found.

Breakers:

An initial check of the breaker should be made in the TEST position prior to withdrawing it from to enclosure.

Insulating parts, including bushings, should be wiped clean of dust and smoke. The alignment and condition of the movable and stationary contacts should be

checked and adjusted according to the manufacturer's instruction book. Check arc chutes and replaces any damaged parts. Inspect breaker operating mechanism for loose hardware and missing or broken

cotter pins, etc. Examine cam, latch, and roller surfaces for damage or wear. Clean and re-lubricate operating mechanism with a light machine oil (SAE-20 or

30) for pins and bearings and with a non-hardening grease for the wearing surfaces of cams, rollers, etc.

Set breaker operating mechanism adjustments as described in the manufacturer's instruction book. If these adjustments cannot be made within the specified tolerances, it may indicate excessive wear and the need for a complete overhaul.

Replace contacts if badly worn or burned and check control device for freedom of operation.

Inspect wiring connections for tightness. Check after servicing circuit breaker to verify the contacts move to the fully

opened and fully closed positions, that there is an absence of friction or binding, and that electrical operation is functional.

Digitrip Breaker trip units:

All breakers are equipped with a Digitrip RMS 600 Trip Unit. Each trip unit must be tested.

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Coordination study / settings will be provided to test Digitrip units. If actual trip settings differ from Coordination settings; the Maintenance

Superintendent must be notified and OK given to make changes. Check / tighten all wiring connections.

Transfer Switch:

Test and all trip-sensing and time-delay functions. If actual trip settings differ from Coordination settings; the Maintenance Superintendent must be notified and OK given to make changes.

Vacuum the accumulated dust from the switchgear and accessory panels. Never use air to blow out dirt. Subjecting the TS unit to compressed air may have a detrimental effect by forcing dirt and debris into the switch mechanism.

Inspect for moisture or signs of previous wetness or dripping. Clean grime with an approved solvent. Consult the OEM for a recommendation. Inspect all insulating parts for cracks or discoloration due to excessive heat. Inspect all main arcing contacts for excessive erosion. Arcing contacts are

intended to be sacrificial by nature. They take the brunt of the energy when making or breaking the load. Careful attention should be paid to these contacts.

Inspect all main current-carrying contacts for pitting and discoloration due to excessive heat.

Inspect all control relay contacts for excessive erosion and discoloration due to excessive heat.

Manually operate the main transfer movement to check proper contact alignment, deflection, gap, and wiping action.

Check all cable and control wire connections to the transfer switch control and sensing panel and other system components and tighten if necessary.

Re-energize the switchgear and conduct a test by simulating a normal source failure.

-END OF DIVISION-

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CONTRACT

THIS CONTRACT, is made and entered into in South Lake Tahoe, California, this ______ day of ____________________, 2015, by and between ____________________, referred to as “Contractor,” and CENTRAL COAST WATER AUTHORITY, referred to as “CCWA”. That for and in consideration of the promises and agreements made and exchanged, CCWA and the Contractor agree as follows:

l. That the Contractor will furnish SWITCHGEAR MAINTENANCE services in accordance with the Contract Documents as adopted by the Board of Directors of CCWA and as prepared by CCWA.

2. That CCWA will pay the Contractor for SWITCHGEAR MAINTENANCE based on this Contract and the Contractor’s Bid.

3. Time is of the essence in respect to all provisions of this Contract in which a definite time for performance is specified due to the limited time that the Department of Water Resources Polonio Pass Pumping Plant is shutdown for maintenance, requirements of other public agencies and CCWA’s need for the work to serve its customers; provided, however, that this section shall not be construed to limit or deprive a party of the benefits of any grace or use period provided for in this Contract.

4. This Contract includes by this reference the Notice Inviting Bids, Information for Bidders, General Conditions, Scope of Work, Bid Form and Schedule, Bidder’s Statement of Qualifications, Noncollusion Affidavit, Acknowledgment of Insurance Requirements, Contract, Worker’s Compensation Certificate, Insurance Policies and Endorsements, and Addenda, if any, all as the term “Contract” is defined in the Contract Documents.

5. Contractor shall not assign, sublet, or transfer this Contract, or any rights under or interest in this Contract, without the written consent of CCWA.

IN WITNESS WHEREOF, the Contractor and CCWA have caused the names of the parties to be affixed below, each in duplicate, the day and year first above written.

CENTRAL COAST WATER AUTHORITY (Contractor Name) By By Title Title

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Addresses for Giving Notice:

DISTRICT: Central Coast Water Authority Attn: John L. Brady, Operations Manager/Engineer 255 Industrial Way Buellton, CA 93427-9565 Telephone: (805) 688-2292, extension 228 Fax: (805) 686-4700 Email: jlb@CCWA.com CONTRACTOR: ________________________________ ________________________________ ________________________________ ________________________________ Telephone: ______________________ Fax: ____________________________ Email: __________________________

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WORKERS’ COMPENSATION CERTIFICATE

(AS REQUIRED BY SECTION 1861 OF THE CALIFORNIA LABOR CODE)

I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers’ compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.

CONTRACTOR: BY: TITLE:

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NOTICE OF AWARD

To: [Name and Address of Bidder]

___________________________ ___________________________ ___________________________

Project Description: CENTRAL COAST WATER AUTHORITY SWITCHGEAR MAINTENANCE PROJECT

The OWNER has considered the Bid submitted by you for the above described Work in response to its Notice Inviting Bids dated [Date of Notice Inviting Bids]. You are hereby notified that your Bid has been accepted in the amount of $ [Amount of Bid]. You are required by the Notice Inviting Bids to execute the Contract and furnish the required Performance Bond, Payment Bond and Certificates of Insurance and Insurance Endorsements within seven (7) calendar days from the date of this Notice of Award. If you fail to execute the Contract and to furnish the insurance submittals within seven (7) calendar days from the date of this Notice, OWNER will be entitled to consider all your rights arising out of the OWNER’s acceptance of your Bid as abandoned. The OWNER will be entitled to such other rights as may be granted by law. You are required to return an acknowledged copy of this Notice of Award to the OWNER.

Dated this ________ day of _________, 20___ ______________________________________ (Signature)

______________________________________ (Name)

______________________________________ (Title)

ACKNOWLEDGMENT OF NOTICE OF AWARD

Receipt of the above Notice of Award is acknowledged by________________________ on this

____________ day of _________, 2015.

__________________________________________ (Signature) __________________________________________ (Name) __________________________________________ (Title)

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NOTICE TO PROCEED

Date: ________________________, 2015 To: [Name and Address of Contractor]

_____________________________ _____________________________ _____________________________

Project Description: CENTRAL COAST WATER AUTHORITY SWITCHGEAR MAINTENANCE PROJECT You are notified to commence the Work in accordance with the Contract dated [Date of Contract] on [Commencement Date], and you are to complete the Work within [Days for Completion] consecutive calendar days thereafter. The date of completion of the Work is, therefore, [Date of Completion].

Central Coast Water Authority

_____________________________________ (Signature) _____________________________________ (Name)

_____________________________________ (Title)

Acknowledgment of Notice Receipt of the above Notice to Proceed is hereby acknowledged by _____________________________________ This ____ day of __________________, 20__ _____________________________________ (Signature) _____________________________________ (Name) _____________________________________ (Title)

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EXHIBIT A

AS-BUILT DRAWINGS OF SWITCHGEAR

AT

POLONIO PASS WATER TREATMENT PLANT

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EXHIBIT B

AS-BUILT DRAWINGS OF SWITCHGEAR

AT

SANTA YNEZ PUMPING PLANT