8I
Date: December 16, 2025
To: Honorable Mayor and Members of the City Council
From: Shant Megerdichian, General Services Director
By: Milton Sanabria, Administrative Services Manager | [email protected] Subject: General Services – Award Design Build Agreement, Appropriate Funds for Electrical Improvements at Torrance Municipal Airport (Zamperini Field) and Adopt California Environmental Quality Act (CEQA) Categorical Exemption Pursuant to Section 15301. Expenditure: Not-to-Exceed $5,333,332.80 (Non-General Fund).
RECOMMENDATION
Recommendation of the General Services Director that City Council:
1. Award a design build agreement to Royal Electric Co. of Long Beach, CA, in the amount of $4,444,444, and authorize a 20% contingency of $888,888.80, for a total not-to-exceed amount of $5,333,332.80, for Electrical Improvements at Torrance Municipal Airport - Zamperini Field, for a one-year (1) period beginning December 16, 2025, and ending December 31, 2026; and
2. Appropriate $2,750,000 from the Airport‘s Fund Balance to the Taxiway Lighting Replacement project (FAC0017-BI0005); and
3. Adopt a California Environmental Quality Act (CEQA) Categorical exemption pursuant to Section 15301 (Existing Facilities).
FUNDING
Funding will be available from the following sources:
Funding Source Amount
Taxiway Lighting Replacement (FAC0017-BI0005) -
Non-General Fund (Previously Appropriated)
$2,583,332.80
Taxiway Lighting Replacement (FAC0017-BI0005) -
Non-General Fund (Pending Appropriation)
$2,750,000.00
Total $5,333,332.80
DISCUSSION
As part of the City’s Capital Improvement Plan, electrical improvements have been identified to upgrade the airfield electrical systems at the Torrance Municipal Airport – Zamperini Field to improve operational safety, ensure regulatory compliance, and increase energy efficiency across key airfield infrastructure. The existing airfield electrical system, which is over 50 years old, has experienced intermittent failures in various sections. The design and construction will include replacement and enhancement of the taxiway and runway lighting systems, lighting regulators, airfield signage, and pilot-controlled lighting features to ensure service continuity. All 1 City Council
December 16, 2025
improvements will comply with current FAA standards, NFPA, NEC, and applicable City standards, and are intended to support safer operations during nighttime and low-visibility conditions for both pilots and airport personnel. Construction will be sequenced to minimize disruption to airport operations.
Prior to issuing a Request for Proposals (RFP), the City engaged Kane Construction Management to perform two primary tasks: (1) prepare an Opinion of Probable Construction Cost (OPCC) for the proposed airfield electrical improvements, and (2) evaluate and recommend the most suitable project delivery method for implementation. Kane’s analysis compared traditional Design-Bid- Build (DBB), Construction Manager at Risk (CMAR), and Design-Build (DB) delivery approaches.
The findings were mixed; while several firms expressed interest and capability in pursuing the project under a design-build format, some firms indicated a preference for the design-bid-build approach, noting its familiarity but also recognizing that it would require the longest overall delivery timeframe. Additionally, the DBB method does not establish a Guaranteed Maximum Price (GMP) during the design phase and would require a subsequent public bid process to procure construction services, introducing additional schedule uncertainty and potential cost escalation. Others were hesitant to pursue a design-build due to not having both in-house design and construction capacity.
Based on Kane’s findings and consultation with Airport and General Services staff, the Design- Build delivery method was identified as the preferred approach, offering greater control of schedule, cost, and coordination for this technically complex project. Kane’s OPCC for the project was estimated at approximately $4.3 million, which served as a baseline for the City’s solicitation and subsequent evaluation.
A Request for Proposal for Electrical Improvements at Torrance Municipal Airport (B2025-16) was issued in July 2025. Two (2) proposals were received on August 21, 2025. The RFP established defined, weighted evaluation criteria, with each proposal independently scored by a three-member evaluation panel. During the evaluation process, panelists were provided only with the proposal content itself and were not given access to cost or reference information at that stage. Cost and reference materials were distributed separately after the technical evaluations were completed to preserve impartiality. As a result, the scores below reflect the strength, responsiveness, and overall quality of each proposal as evaluated against the published criteria.
The individual panel scores were averaged to produce final rankings. Evaluation results were posted on PlanetBids a minimum of two weeks prior to the anticipated Council meeting date, and all proposers were notified.
2 City Council
December 16, 2025
Description of Evaluation
Criteria
Maximum
Points
Aldridge Electric,
Inc.
Royal Electric
Co.
Team Qualifications &
Experience
20 14.67 18.67
Fee Proposal (Phase 1 Total
Cost)
20 18 20
Understanding of Project
Scope
15 12 13.5
Project Approach & Schedule 15 11 13
Delivery Method Justification 10 10.0 10.0
References 10 10.0 10.0
Quality of Proposal 10 7.7 8.7
Total 100 83.37 93.87
Upon completion of the RFP process, Royal Electric Co. of Long Beach, California, was determined to be the best-qualified firm to provide Design-Build Services for the Electrical Improvements at Torrance Municipal Airport – Zamperini Field, achieving the highest overall score of 93.87 .
Ranking Vendor Name City State Evaluation Score Proposal Price 1 Royal Electric Co. Long Beach CA 93.87 $4,444,444
2 Aldridge Electric, Inc. Santa Ana CA 83.37 $4,581,400
ANALYSIS
Royal Electric Co. achieved the highest overall evaluation score due to its extensive experience in airport lighting, in-house design-build capabilities, and proven track record of delivering projects under FAA and Caltrans Division of Aeronautics standards. Royal Electric demonstrated superior understanding of the City’s objectives, provided a well-coordinated project approach, and proposed an implementation plan that minimizes operational impacts to the airfield.
Royal Electric Co. scored particularly high in Team Qualifications and Experience (18.67 of 20 points) based on its specialized experience with airfield lighting, navigational aids, and regulatory compliance. The firm has received high ratings for delivering complex airport electrical projects with a focus on quality, safety, and schedule adherence. Royal Electric also recently completed the City’s Automated Weather Observation System (AWOS) installation at Torrance Municipal Airport—delivered on time and within budget—which demonstrated their familiarity with the site and existing airfield conditions.
To further support the evaluation, Royal Electric provided examples of comparable airfield electrical improvement projects completed under design-build or CMAR delivery methods in active airfield environments, summarized below:
3 City Council
December 16, 2025
Project Name Location Contract
Value
Duration Description / Scope
Taxiway A & B
Rehabilitation
San Francisco
International
Airport (SFO)
$5.6
Million
Jul–Nov
2024
Runway/taxiway edge
lighting, FAA L-858
signage, circuit
replacement, and vault
integration.
Taxiway Delta &
Tango
Reconstruction –
Phase 2
San Francisco
International
Airport (SFO)
$16.4
Million
Jan–Aug
2024
Full taxiway reconstruction
including LED lighting
conversion, signage, and
electrical vault
modifications.
Runway 8 PAPI
Relocation
Hollywood
Burbank Airport
(BUR)
$385,000 Oct 2022–
Jun 2024
Relocation of Precision
Approach Path Indicator
(PAPI) systems with FAA
flight check and
commissioning.
Shank ’n Bank
Runway
Reconstruction &
Lighting
Private Airfield,
California
$4.5
Million
Jul–Oct
2022
Reconstruction of 5,000-
LF runway with new edge
lighting, signage, and pilot-
controlled lighting systems.
Each of these projects required close coordination with airport operations, FAA inspectors, and regulatory agencies, and were successfully completed on time and within budget. Based on the evaluation and scoring of proposals, Royal Electric’s proven experience on comparable projects, and their demonstrated ability to deliver design-build airfield electrical systems under FAA standards, staff recommends that City Council award a Design-Build Agreement to Royal Electric Co. for the Electrical Improvements Project at Torrance Municipal Airport – Zamperini Field. Upon Council approval, project design will commence immediately.
ENVIRONMENTAL FINDINGS
The proposed action qualifies for exemption from review under the California Environmental Quality Act (CEQA) in accordance with CEQA Guidelines Section 15301. This exemption applies to activities that involve the operation, repair, maintenance, permitting, leasing, licensing, or minor alterations of existing public or private structures, facilities, mechanical equipment, or topographical features, provided there is negligible or no expansion of use beyond what was in place at the time of the lead agency's determination. It includes interior or exterior modifications, such as installing interior partitions, plumbing, and electrical conveyances, maintenance of existing infrastructure like highways, streets, sidewalks, gutters, and trails; and the restoration or rehabilitation of deteriorated or damaged structures or equipment to meet current public health and safety standards, unless substantial damage from environmental hazards, like earthquakes or landslides, is identified.
4 City Council
December 16, 2025
ATTACHMENTS
1. Design Build Agreement
2. Request for Proposals (RFP) No. B2025-16
3. Addendum #1 (erroneously identified as Addendum #2 to RFP No. B2025-16
4. Design Builders Proposal to RFP B2025-16
5. Insurance Exhibit
5 Exhibit 10.1 Insurance to Design Build Agreement
10.1 INSURANCE
A. DESIGN-BUILDER must maintain at its sole expense the following insurance, which will be full coverage not subject to self-insurance provisions:
1. Automobile Liability, including owned, non-owned and hired vehicles, with at least the following limits of liability:
a. Combined single limits of $2,000,000 per occurrence.
2. Commercial General Liability including coverage for premises, products and completed operations, independent contractors, personal injury and contractual obligations with combined single limits of coverage of at least $3,000,000 per occurrence, with an annual aggregate of no less than $5,000,000.
3. Workers' Compensation coverage as required by the Labor Code of the State of California and, if workers' compensation is required, employer's liability insurance with minimum limits of ($1,000,000) per occurrence or occupational illness. The Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of the OWNER for all work performed by the DESIGN-BUILDER, its employees, agents and subcontractors.
B. The insurance provided by DESIGN-BUILDER will be primary and non- contributory.
C. OWNER, the Successor Agency to the Former Redevelopment Agency of the City of Torrance, the City Council and each member thereof, members of boards and commissions, every officer, agent, official, employee and volunteer must be named as additional insureds under the automobile and general liability policies.
D. DESIGN-BUILDER must provide certificates of insurance including all required amendatory endorsements (or copies of the applicable policy language effecting coverage required by this clause) indicating appropriate coverage, to the City Clerk of the City of Torrance before the commencement of work.
E. Each insurance policy required by this Paragraph must contain a provision that no termination, cancellation or change of coverage can be made without notice to the OWNER.
F. DESIGN-BUILDER must include all subcontractors as insureds under its policies or must furnish separate certificates and endorsements for each subcontractor.
All coverage for subcontractors will be subject to all of the requirements of this Paragraph 10.
ATTACHMENT 1
6 G. If the DESIGN-BUILDER maintains broader coverage and/or higher limits than the minimums shown above, the OWNER requires and shall be entitled to the broader coverage and/or the higher limits maintained by the DESIGN-BUILDER. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the OWNER.
H. The procuring of insurance shall not be construed as a limitation on liability nor as full performance of the indemnification provisions of the DESIGN-BUILDER.
I. DESIGN-BUILDER hereby grants to OWNER a waiver of any right to subrogation which any insurer of said DESIGN-BUILDER may acquire against the OWNER by virtue of the payment of any loss under such insurance. DESIGN-BUILDER agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the OWNER has received a waiver of subrogation endorsement from the insurer.
J. SUFFICIENCY OF INSURERS
Insurance required by this Agreement will be satisfactory only if issued by companies admitted to do business in California, rated “A” or better in the most recent edition of Best’s Key Rating Guide, and only if they are of a financial category Class VII or better, unless these requirements are waived by the Risk Manager of the OWNER (“Risk Manager”) due to unique circumstances. In the event the Risk Manager determines that the work or services to be performed under this Agreement creates an increased or decreased risk of loss to the OWNER, the DESIGN-BUILDER agrees that the minimum limits of any insurance policies and/or the performance bond required by this Agreement may be changed accordingly upon receipt of written notice from the Risk Manager; provided that DESIGN-BUILDER will have the right to appeal a determination of increased coverage by the Risk Manager to the City Council of the OWNER within 10 days of receipt of notice from the Risk Manager. 7 RFP No. B2025-16 | September 4, 2025
Prepared For:
City of Torrance
Purchasing Division
3031 Torrance Boulevard
Torrance, CA 90503
Prepared By:
Royal Electric Company
5001 Airport Plaza Drive
Suite 250
Long Beach, CA 90815
ATTACHMENT 2
8 Contents
1 Cover Letter 4
2 7
3 26
4 31
5 43
9 PART 1
COVER
LETTER
10 City of Torrance
Purchasing Division
3031 Torrance Boulevard
Torrance, CA 90503
Re: REQUEST FOR PROPOSAL (RFP NO. B2025-16) FOR
ELECTRICAL IMPROVEMENT PROJECTS AT TORRANCE MUNICIPAL AIRPORT
Dear Members of the Selection Committee:
Royal Electric Company is pleased to present our qualifications for providing airfield electrical system upgrades at Torrance Municipal Airport. We understand the essential role this airport plays in supporting a wide range of operations, including business jet activity, recreational flying, and flight training, making it a vital hub for regional air transportation.
As home to numerous aviation businesses and organizations, Torrance Municipal Airport requires a team that recognizes the importance of modern, up-to-date infrastructure that complies with current FAA standards. Both Royal and our design partner, Lean Engineering, have extensive experience working with FAA standards on a variety of projects, both collaboratively and independently.
Our team is fully equipped to upgrade the existing lighting infrastructure and manage the complete design and replacement of major electrical systems at the airport. Our goal is to help position Torrance Municipal as a premier destination airport.
This project will meet the airport’s goals to improve operational safety, ensure regulatory compliance, and increase energy efficiency across key airfield infrastructure. Our knowledgeable teams will install all lighting systems to upgraded standards, with minimal need for significant future maintenance. All taxiway and runway lighting, regulators, airfield signage, and pilot-controlled lighting features will meet FAA standards and be built for long-term use.
Lean Engineering has a long and proven track record of delivering exceptional projects that meet their clients’ highest expectations. Their extensive knowledge and experience come from decades of work on some of the world’s most prominent airports and government facilities. To date, Lean has completed over 1,000 airport and FAA-related projects across 150 airports throughout the United States and Canada. Royal has maintained a strong, 20-year partnership with Lean, collaborating on numerous airport projects across California. Our teams have built a deep understanding of one another and have successfully worked together through a wide range of circumstances.
By leveraging innovative techniques, specialized tools, and a meticulous pre-planning process, our experienced team ensures the successful execution of complex electrical projects on aggressive schedules. We are excited to present a team that can provide your project with the following:
Airfield Electrical Experience: Founded in 1971, Royal Electric Company has a proud history of delivering high- quality electrical installations for airports, including comprehensive rewiring and construction across entire airport layouts. Our experience ranges from small, specialized tasks to large-scale, full-facility projects. As a result, we approach every job with a holistic mindset, considering the airport and its operations as an integrated system.
Schedule Control: Staying on schedule is a top priority for this project, and Royal understands the importance of completing the work quickly and efficiently. We believe that detailed design and planning during the pre- construction phase are essential for clearly defining the project scope, setting the team up to meet key schedule milestones, minimizing late-stage changes, and developing accurate timelines, including sequencing and identifying long-lead items.
11 Expertise in Complex Delivery with Minimal Learning Curve: With years of collaborative experience across diverse project types, delivery models, industries, and partnerships, the Royal team brings a broad and adaptable skill set. This depth of experience enables us to operate efficiently with little to no learning curve, ensuring projects are completed on schedule and to our client’s standards.
Budget Control: Royal conducts meetings to escalate potential issues before they reach a critical nature to reduce potential costly rework, mitigate safety and quality issues, and keep the projects moving forward. We leverage our extensive resources and advanced systems to budget, benchmark, and develop accurate estimates for every phase of the project.
Safety as Key: Given the fast-paced nature and ever-changing conditions of a construction site, the importance of maintaining a continuous focus on safety cannot be overstated. Our reputation for safety begins with our people, who receive comprehensive training during the onboarding process, along with ongoing safety instruction and continuous learning about best practices, updated regulations, and improved safety equipment, all of which are essential to sustaining a successful safety program in a dynamic construction environment.
Royal has received and reviewed Addendum 1 (released 08/06/25) and Addendum 2 (released 08/14/25). Please do not hesitate to reach out should you have any questions. We look forward to hearing from you.
Thank you,
Talin Espinoza, Chief Strategy Officer
(626) 825-9442
5001 Airport Plaza Drive Suite 250
Long Beach, CA 90815
12 PART 2
EXPERIENCE
AND
QUALIFICATIONS
STATEMENT
13 Our Vision is to set industry precedent
and be the leading subcontractor for
electrical and underground projects
in the Central and Western United
States, by building with unwavering
quality, safety and reliability.
14 15
16 17
18 19
ROYAL ELECTRIC’S CONTRACT VALUE:
$5,604,130
CONTRACT TIME:
July 2024 - November 2024
P.O. Box 8097, San Francisco, CA 94128
Contact: Daniel Lee, P.E.
(650) 821-7767
11555 Dublin Boulevard, Dublin, CA 94568
Contact: Mario Darosa
(408) 639-0524
3070 Bristol St, Costa Mesa, CA 92626
Contact: Doron Lean
(310) 310-5912
Project Highlights:
• The SFO Taxiway A & B Construction is part
Taxiways A and B to support operational
demands. The project included pavement
FAA standards.
• This was more than a rehabilitation project
understand the needs, objectives, and
team.
•
schedule in June 2024.
• There was a separate project at SFO
same time as ours. Both projects shared
partner with the other contractor and a void
potential issues and constraints related to
access, process, and schedule.
SFO Taxiway A & B Rehab Construction
Location: San Francisco, CA
Design Build/ CMGC
20 ROYAL ELECTRIC’S CONTRACT VALUE:
$16,392,483
CONTRACT TIME:
January 2024 - August 2024
P.O. Box 8097, San Francisco, CA 94128
11555 Dublin Boulevard, Dublin, CA 94568
Contact: Mario Darosa
(408) 639-0524
3070 Bristol St, Costa Mesa, CA 92626
Contact: Doron Lean
(310) 310-591
Project Highlights:
• Deemed a hotspot by the Federal Aviation
Administration (FAA), SFO launched the
project to realign these taxiways, allowing
aircraft to exit Runways 28L and 28R more
easily and safely after landing. Royal was
subcontracted by Golden Gate Constructors
to assist with the reconstruction and layout
of the two critical taxiways within the SFO
Airport Operations Area, known for their
hazardous blind spots for pilots.
• Our team worked 24 hours a day, seven
days a week in the last three weeks of the
project to meet the deadline set by the
general contractor and the Airport.
• Our scope of work consisted of removing
conduit. Our prefabrication team assisted
with the construction of most of the duct
banks and base can lids, plus twenty-seven
scope also included a bore shot of 575 feet
installing eleven new conduits, and new
duct bank with 5KV cable for the FAA control
tower.
SFO Taxiway Delta & Tango Recon Phase 2
Location: San Francisco, CA
Design Build/ CMGC
21 ROYAL ELECTRIC’S CONTRACT VALUE:
$4,488,000
CONTRACT TIME:
July 2022 - October 2022
2818 Rustlers Trail
San Antonio, TX 78245
Contact: Jordan Morehead
[email protected]
(361) 408-0793
3070 Bristol St, Costa Mesa, CA 92626
Contact: Doron Lean
(310) 310-5912
Project Highlights:
• Royal collaborated with Lean Engineering
to assist with engineering, drawings, and
and reached a mutually agreed-upon price.
• Royal then partnered with Lean Engineering,
which was ultimately submitted to the FAA
• The Shank n Bank facility was a 5,000-
ownership, it was determined that the
airport required night landing capabilities
and needed to accommodate larger aircraft
landing.
• The technical aspect of the project’s scope
included, new runway & taxiway edge lights
new main window cone, precision approach
path indicators, regulators and radio
controllers, storm break head walls, asphalt
all of this along with relocating jet fuel
tanks and expanding the airport apron to
accommodate more aircraft parking space.
Shank ‘N’ Bank Runway Recon and Lighting
Location: San Antonia, TX
Design Build
22 ROYAL ELECTRIC’S CONTRACT VALUE:
$385,583
CONTRACT TIME
October 2022 - June 2024
2627 N Hollywood Way
Burbank, CA 91505
5001 Airport Plaza Drive, Suite 250
Long Beach, CA 90815
Contact: Freddie Avelar
[email protected]
(310) 925-9267 2627 N
3070 Bristol St, Costa Mesa, CA 92626
Contact: Doron Lean
(310) 310-5912
Project Highlights:
• The project at Hollywood Burbank Airport
relocated the Precision Approach Path
Indicator (PAPI) system on Runway 8 with
the goal to enhance operational safety and
accommodate commercial airline service
emphasized streamlined coordination
between design and construction teams.
• The electrical scope included the installation
of new electrical infrastructure to support
the PAPI units. This included dedicated
power circuit, conduit runs and trenching,
and grounding systems compliant with the
Federal Aviation Administration (FAA).
• Royal had to coordinate with the existing
integration and control of the relocated PAPI
units. We also tied the new units into the
airport’s centralized lighting control systme
for remote monitoring and fault detection.
Burbank Runway 8 PAPI
Location: Burbank, CA
Design Build
23 Lean Technology Corporation
SALT LAKE CITY INTERNATIONAL AIRPORT
AIRFIELD WIDE ELECTRICAL IMPROVEMENT PROGRAM – PHASES 1 THRU 5 (2020-2024) - $45M Electrical
Overview: LEAN was the electrical engineer of record and project manager for this massive project separated into a multi-year multi-phase construction project to upgrade the Airport’s CAT III-B lighting system. The work included the following upgrades:
Nearly 400,000’ of airfield lighting cable.
Upgrade to 150 lighting circuits
45 New Lighting Regulator and switchgear system
Upgrade of airfield lighting control system
~ 405 new airfield guidance signs
~ 2,500 New Runway and Taxiway lighting fixtures.
Updated CAT III-B Navigational system.
The project cost was nearly $35M electrical airfield construction. Much like the requirement for Torrance, LEAN’s task was to first create a unified drawing set, associated project phasing, specifications, and construction cost estimate for the entire project which encompassed lighting work on Runways 34R-16L, Runway 34L-16R, 17-35, and 14-32 as well as parallel taxiways including Taxiways A, B, E, F, H, G, and associated connector taxiways. The goal of the unified set was to develop a detailed work plan, drawings, and construction cost estimate that the Airport can use to define and split future phases of work as funding became available. This unified set set the stage for future construction phases and the overall $35M in electrical construction was built under (a) Airfield Improvement Project Phases1 thru 5, (b) Runway 34R-16L Overlay, (c) Taxiways E/F Reconstruction Phases 1 thru 3, and (d) enabling work for New Terminal complex.
Role Relevancy: LEAN served as both Project Manager and Engineer of Record , providing design leadership, construction oversight, and technical support throughout all project phases. LEAN developed detailed unified drawings, signed and sealed construction drawings for multiple phases, phasing strategies, oversaw contractor execution, and managed commissioning to ensure that critical systems remained operational while upgrades were installed. To maintain continuity and expedite decision- making, LEAN was worked closely with the contractor on-site to enable real-time coordination, rapid response, and proactive budget and schedule management.
Challenges and Solutions: This project required execution in an active, operational airport environment, where continuity of airfield lighting and navigational aids (NAVAIDs) was essential. Two major challenges were addressed with innovative solutions:
1. Maintaining Circuit Operations During Replacement
The extensive cable replacement had to be completed without shutting down critical circuits. LEAN developed comprehensive phasing plans that gave the contractor maximum flexibility while safeguarding operational integrity. Temporary wiring diagrams were issued to ensure uninterrupted circuit continuity throughout construction.
2. Complex Sequencing and Commissioning
Work was delivered in nearly 15 phases, requiring careful sequencing to maintain airfield safety. LEAN prepared step-by-step electrical and power instructions to guide temporary operations while permanent systems were installed.
To ensure long-term performance, LEAN designed an innovative commissioning procedure, which included submerging connector kits in buckets of water to simulate real-world environmental conditions before final approval.
Outcome: The project successfully modernized SLC’s airfield electrical infrastructure, enhancing safety, reliability, and operational efficiency. LEAN’s leadership in design, phasing, sequencing, and commissioning not only ensured uninterrupted operations during construction but also delivered a robust, future-ready system aligned with the airport’s long-term growth. 24 25
Owner Project Type Year
Los Angeles International Airport Runway 24R Reconstruction Subcontract 2022 Denver International Airport Taxiway EE Grading, Drainage, Paving, and Lighting
Subcontract 2022
California Department of
Transportation
Caltrans District 3 Colusa Route 20 Subcontract 2022
California Department of
Transportation
Caltrans District 2 Yreka
Rehabilitation
Subcontract 2022
County of Sacramento Sacramento County Elkhorn Blvd. Subcontract 2022 Dallas Fort Worth Int. Airport Subcontract 2022
City of Hayward Fiber Optic System Infrastructure Prime Contract 2022 REPRESENTATIVE PROJECT EXPERIENCE WITH ROYAL ELECTRIC:
Uriel Gonzalez has two decades of experience in the construction industry, starting his career as an electrical apprentice with the International Brotherhood of Electrical Workers (IBEW) in 2006.
Completing IBEW’s Information Transportation Systems Apprenticeship program in 2010, Uriel went on to work as an electrician on a variety of Caltrans, LADOT, DWP, Southern California Edison, management experience Uriel is invaluable to Royal Electric’s southern California operations, overseeing all projects and management teams in the region. Grounded by a collaborative mindset, Uriel never loses sight of the goal to reach equitable solutions to any changes that arise during the execution of a project. He is committed to developing long lasting partnerships with customers and peers in the industry. Uriel also has a passion for learning and steady improvement, guiding those under his leadership in their career growth through mentorship.
EXPERTISE
2022 -
Present
Royal Electric Company
Project Executive
EXPERIENCE
California State University, Los Angeles - Business Administration, B.S. 2015 IBEW, Information Transportation Systems Apprenticeship, 2010 Prevention, Silica Safety Awareness, and State (CA) Licensed Electrician.
EDUCATION, CERTIFICATIONS & TRAINING
Uriel Gonzalez
Project Executive
Uriel will serve as Royal Electric's Project Executive. With 20 years of experience, he has overseen numerous airport projects completed under all major delivery models, including design-build, CMAR, and design-bid-build. Most importantly, he has a stellar track record of request Uriel as their executive partner.
26 Owner Project Year
Los Angeles World Airports VNY Taxiway Reconstruction D, E, F, Q 2025 City of Santa Monica SMO Runway Lighting 2025
City of Fullerton FUL Runway 6 PAPI 2024
Ontario International Airport
Authority
ONT Runway 26R ILS 2025
REPRESENTATIVE PROJECT EXPERIENCE WITH ROYAL ELECTRIC:
With more than 7 years of experience in the construction industry, Ricky leads complex infrastructure projects—including critical aviation work involving Precision Approach Path Indicator where he manages the installation, alignment, and commissioning of PAPI units in coordination with airport authorities and specialized subcontractors. His project experience includes removal of an existing PLASI system, installation of a new FAA-compliant PAPI system, which involved detailed site surveys, submittal of accurate survey data through RFIs to ensure proper placement, alignment, and compliance with FAA runway safety and operational standards, and additional stakeholder meetings to maintain clear communication and alignment, resulting in a smooth and Ricky’s core competencies span project planning, budgeting, scheduling, subcontractor coordination, and quality control—executed with an unwavering focus on safety, regulatory P6, leveraging these platforms to streamline documentation, enhance communication, and maintain schedule integrity across all phases of construction.
EXPERTISE
2020 -
Present
Royal Electric Company
Project Manager
EXPERIENCE
Ricky Gonzalez
Project Manager
EDUCATION, CERTIFICATIONS & TRAINING
Ricky brings a detail-oriented, solutions-driven mindset to every jobsite. From initiating timely RFIs 27 An accomplished Pre-Construction, Operations, Division, and Senior Electrical Construction Manager with extensive experience in the airport, UG utility, industrial, vehicle charging, solar plant, substation, distribution, communications, and roadway markets. A results-oriented leader with clients, engineering and all stakeholders addressing cost, constructability, and timeline issues
EXPERTISE
2025 -
Present
Royal Electric Company
Preconstruction Manger
1996
-2008
Royal Electric Company
Division Manager, Senior Project Manager
Project Manager
EXPERIENCE
Bachelor of Science Degree, Construction Management, Chico State University, Chico CA. Design-Build Code of Professional Conduct Ronald Schultz
Pre-Construction Manager
EDUCATION, CERTIFICATIONS & TRAINING
REPRESENTATIVE PROJECT EXPERIENCE WITH ROYAL ELECTRIC:
Owner Project
Center Runway Reconstruction.
New Electrical Vault Building
March Air Reserve Base
28 Owner Project Year
Los Angeles World Airports VNY Taxiway Reconstruction D, E, F, Q 2025 City of Santa Monica SMO Runway Lighting 2025
Ontario International Airport Authority ONT Runway 26R ILS 2025 City of Fullerton FUL Runway 6 PAPI 2024
Lompoc Airport LPC Lompoc Upgrade TW REH 2024
Long Beach Municipal Airport LGB Long Beach RWY 12-30 2023 Oxnard Airport OXR Oxnard TWY A-3 Recon 2023
Kern County BFL Meadows FLD TW G REH 2023
Los Angeles International Airport SAAP & Enabling 2023
Los Angeles International Airport Receiving Station X 2023 Van Nuys Airport Taxiway B Rehabilitation 2020
REPRESENTATIVE PROJECT EXPERIENCE WITH ROYAL ELECTRIC:
Jerry started his career as an electrical apprentice working in commercial service for corporations, and worked on clinics, hospitals, fast food chains, high schools, heavy industry, vertical, and tilt ups region, Jerry believes in supporting his crews by providing mentoring, resources, and being an
EXPERTISE
1999 -
Present
Royal Electric Company
General Superintendent, Superintendent, Foreman
EXPERIENCE
FAA L 823 Style 3 & 10, Data/Fiber Optic Installation, Licensed Journeyman Electrician, CAD Welding, EM 385 Corps of Engineers Safety Training, First Aid CPR, Fall Protection, Grounding & Bonding, HAZCOM, Heat Stress Jerry Locanas
General Superintendent
EDUCATION, CERTIFICATIONS & TRAINING
29 Having been with Royal for almost 20 years, Jason has extensive include:
•
CONKIT FAA L823 Style 3&10
• Licensed Journeyman
Electrician
• First Aid CPR, Fall Protection
• Hazard Communication
• Heat Illness Prevention
• OSHA 10 & 30 Hour
•
•
• Silica Safety Awareness
• Trenching-Shoring Safety
Competent
30 31
PART 3
PROJECT
APPROACH
32 33
34 ELECTRICAL IMPROVEMENTS AT TORRANCE MUNICIPAL AIRPORT - DRAFT EXAMPLE FOR Phase 1 Unified Elect Plan SD & Taxiway Lighting DB + Remain Phases 2 Runway Lighting through 5 Pilot-Controlled Lighting RISK
ID# CATEGORY TITLE RISK / OPPORTUNITY STATEMENT ASSUMPTIONS, STATUS, DETAILS PROBABILITY COST
IMPACT EMV
TIME
IMPACT
(CAL DAYS)
ACTION / MITIGATION
1 All Phases
Collaboration, Partnering, DB Goals,
Escalation & Expedited Issue
Resolution
Design Build is a unique opportunity to Fast Track this Project and an organized Partnering Kick-Off will facilitate this Goal.
Inclusion of Facilitating an Organized
Partnering Kick-Off is key to Project
success. Expedited Issue Resolution and
TOA of Scope and GMP expectations are
critical outcomes.
100%
Included in
GMP 1
Unified Elect
Plan
As an experienced Design Build Contractor Royal Electric recognizes and includes a Partnering Kick-Off Collaborating & Defining Hiearchy of Specific Project Goals, Budget, General DB Goals, Stakeholders & Key Members of the Team for expedited issue resolution/escalation. 2 All Phases
Collaboration and Validation at Each
Design Phase.
Each Design Phase Includes stakeholder meetings where design scope, current budget and contingencies are validated for alignment.
Inclusion of Phased (SD, DD & CD)
organized and documented validation of
the current design scope and budget for
validation of alignment is critical for
Project Success.
100%
Included in
GMP 1
Unified Elect
Plan
As an experienced Design Build Contractor Royal Electric recognizes and includes phased meetings with all stakeholders validating and documenting design scope and budget alignment. 3 All Phases
Environmental, Permit, Wildlife &
Community Impacts
Hazardous Materials, City Soils Reporting Requirements, Habitat Loss, Water Quality, Air Quality, Noise, Erosion, Traffic, Waste Management, Light Management & The Community all may impact the Permitting, Construction timeline and GMP.
Some of these potential impacts can be
controlled through standard Construction
Practices, but not all are known.
25% 50,000
SWWP Storm Water/Run-Off/Erosion measures and permitting, standard City permitting requirements, Watering for Dust Control, standard Noise and Light abatement technique and Traffic Control/Sweeping, LEED recycling & green technique for waste are included in GMP 1 as standard construction practices. Hazardous Materials, Potential City Permit Soils Reporting, Community, and Wild Life impacts are unknown and require collaboration to mitigate.
4 Phase (PH) 1
TW Lighting
Precon Design
GMP 1 Design Validation.
Without the GMP 1 Electrical Plan addressing the Key Unified Electrical Plan elements that align with the City's requirements and infrastructure requirements for all future Phases the GMP will not be effectively controlled.
TOA and the City may desire GMP 1
Design Elements that do not currently
align with the pricing submitted.
80% 100,000 GMP 1 to include collaboration and validation along with an appropriate Design Contingency. 4 Phase (PH) 1
TW Lighting
Precon Design
GMP 1 Design may be desired by
TOA and the City to include
infrastructure improvements.
The GMP 1 Electrical Plan and Unified Electrical Plan elements must align with the City's infrastructure requirements or all future Phases will be at Risk & GMP will not be effectively controlled.
TOA may desire GMP 1 Design & Costs to
include the Home Run Infrastructure
Improvements (Home Run) not addressed
within the current GMP1 Pricing Submittal.
80% 62,500
GMP 1 TW Lighting is recommended to include updating of the Airfield Home Run infrastructure for all Future Phases from the dated Pull Boxes to Junction Can Plaza's isolating the High Voltage Airfield circuits from the Low Voltage AWOS/Windcone circuits allowing for maintenance safety, simplicity and future spares. 5 PH 1 TW Lighting
Precon Design
GMP 1 Direct Bury Conduit. Addendum 2 clarified all conduit to be concrete (P610) encased.
FAA allows for Direct Bury conduit to be installed.
With collaboration and design input TOA
and the City may desire the cost savings
of utilizing Direct Bury Conduit methods.
50% 190,000
GMP 1 TW Lighting Cost includes functionality and load testing of the existing Regulators & Control System verifying function and viability to support future Phases. Phase 3 Lighting Regulators & Phase 5 Pilot Controlled Lighting may need to be Phased to support the current Phase Model. 5 PH 1 TW Lighting
Precon Design
GMP 1 Design must address the
Unified Electrical Plan function
requirements.
Without the GMP 1 Electrical Plan addressing the Key Unified Electrical Plan function issues all future Phases will be at Risk & GMP will not be effectively controlled.
GMP 1 Design & Construction Costs must
include the Key Regulator & Control
Testing functions critical to the Unified
Electrical Plan & Future Phases.
100%
Included in
GMP 1
Unified Elect
Plan
GMP 1 TW Lighting Cost includes functionality and load testing of the existing Regulators & Control System verifying function and viability to support future Phases. Phase 3 Lighting Regulators & Phase 5 Pilot Controlled Lighting may need to be Phased to support the current Phase Model. 6 PH 1 TW Lighting
Precon Design
Accurate and detailed As-Builts of
TW's and home run infrastructure
Accurate Design and GMP development cannot be developed wo accurate Electrical as-builts.
No updated current Electrical as-builts
exist. 100%
Included in
GMP 1
Unified Elect
Plan
GMP 1 Cost includes the site investigation, identification and documentation of all existing circuitry, conduit, base cans, and j-cans critical to the Phase 1 design elements. 7 PH 1 TW Lighting
Precon Design
Verification Survey of Existing Key
Pavement / Civil infrastructure for
accurate layout of TW lighting
Accurate Design and GMP development cannot be developed wo accurate Survey of existing Civil infrastructure. No updated current Civil as-builts exist. 100% Included in
GMP 1
Unified Elect
Plan
GMP 1 Cost includes the Survey, identification and documentation of all critical Civil components; Pavement, Utility and shallow Storm Drain conflicts that are critical design and construction elements of Phase 1. 9 Phase (PH) 1
TW Lighting
Precon Design
Long Lead Material Delays Delayed Delivery of Long Lead Materials may impact the construction schedule.
An Early Procurement Plan must be
implemented to minimize the potential
impacts of long lead material.
10% 5,000
GMP 1 work plan includes the identification, submittal, approval and early procurement of the long lead materials; Light Bases, Lights, Isolation Transformers, Connector Kits, L824C Cable, Grounding Materials/Molds, HDPE Bore conduit, and spare parts. Include additional expedited shipping costs in contingency. 10 Phase (PH) 1
TW Lighting
Precon Design
Spare Parts Allowance Spare Parts will need to be provided for maintenance purposes. The 10% quantity of spares may be increased by TOA and the City. 10% 25,000 GMP 1 Cost include least 10% spare parts for maintenance personnel. TOA may desire more spares. 12 Phase (PH) 1
TW Lighting
Precon Design
Directional Drilling Method
Acceptance
Directional Drilling vs Open Cut Trench & Patch Methods for existing pavement Crossings.
Owner may require concrete encased and
patched open trench method for TW, RW,
Apron and Utility pavement crossings.
50% 107,000 GMP 1 cost in directional drilling methods for crossing similar to current AWOS Project and may need to include open cut trench and patch methods.
13 PH 1 Unified Elect
Plan SD Prim RW
Ltg Precon Design
Client Collaboration.
Accurate Construction Design Documents and GMP cannot be fully developed wo understanding the Client needs and expectations. Esp critical step on any Airfield Project without AIP Funding.
Without Client Collaboration an accurate
scope and GMP will not be developed. 100%
Included in
GMP 1
Unified Elect
Plan
Phase 1 Unified Electrical Plan and Phases 2-5 require in depth Client Collaboration as a Primary Goal of each Phase. GMP 1 Costs include collaborating & understanding Clients goals without AIP Funding, potential customers, FAA Part 139, future plans for FAA controlled NAVAIDS, VASI's, MALSR, REIL etc. 14 PH 2A Prim RW
Ltg Design CDs
Precon Design
Site Investigation.
Accurate Construction Design Documents and GMP cannot be developed wo a thorough Site Investigation of all existing infrastructure verifying viability of any infrastructure (locations & condition of base cans/conduit) and alignment with Client needs and expectations.
Existing infrastructure is past expected
remaining service life and will not meet
design criteria and Client expectations.
Analyzed in
Future
Phase
A thorough Site Assessment verifying locations of critical infrastructure such as light & threshold locations verifying consistency with Client expectations and design criteria is required for scope and GMP alignment.
This table identifies significant Opportunities & Risks organized by type, description, probability and potential to impact the Project Goals, Specifically the GMP (Guaranteed Maximum Price) within the Budget and Expectations of TOA and the City of Torrance. 35 36
PART 4
PROJECT
APPROACH AND
SCHEDULE
37 38
39 40
41 42
43 44
45 46
47 48
PART 5
PROPOSAL
FORMS
49 RFP No. B2025-16 RFP for Electrical Improvement Projects at Torrance Municipal Airport
SECTION III SUBMISSION REQUIREMENTS
General Submission Information:
Proposals must be submitted electronically on PlanetBids Proposals that are incomplete or fail to follow this format may be deemed non-responsive and disqualified from consideration. Proposers must submit a single, comprehensive proposal that includes all the following items. Please use the checklist below to ensure all required materials are included in your submission.
A. General Format Requirements
Each section must be clearly labeled with the section header.
All documents shall be formatted on standard 8.5" x 11" paper.
PDF format required for electronic submissions unless otherwise noted.
B. Proposal Content Checklist
Cover Letter
Experience and Qualification Statement (with licenses)
Client References (3 minimum)
List of Subcontractors (if applicable)
Sample Representative Work
Organizational Chart and Roles Matrix
Risk Mitigation Strategy
Project Schedule
Itemized Cost Schedule
C. Post-Award Contractual Requirements (Provided for Reference Only – Not Required at Proposal Stage)
Performance Bond
Labor and Material Bond
Contractor’s Affidavit (as part of the contracting package)
Ensure all documents are included with your bid submission to avoid disqualification.
50 51
52 53
54 55
56 57
58 Royal Electric Company
5001 Airport Plaza Drive
Suite 250
Long Beach, CA 90815
59 Request
for
Proposal
(RFP)
Addendum
#
2 City
of
T
orrance
|
3 031
T
orrance
B
lvd,
T
orrance
CA 90503
|
www
.
T
orranceCA.Gov
B202 5- 16 Electrical Improvement Projects at Torrance Municipal Airport The RFQ deadline has been extended to September 4th, 2025.
RFP Submittal Information
No mail or hand delivered Proposals. No faxed proposals.
No Late proposals.
Location: City of Torrance
Purchasing Division
3031 Torrance Blvd.
Torrance, CA 90503
Date: September 4, 2025
Time Deadline: 12:00 p.m. Local (Pacific) Time
The following changes and clarifications are hereby incorporated into the subject RFP Assumptions regarding the Phase 1 Taxiway Edge Lighting improvements.
At this time, the Airport has not established final preferences for its future edge lighting infrastructure. We ask proposers to base their scope and pricing on current FAA standards and typical best practices for airports of similar size and operational needs in this region. For proposal development, the following scope assumptions are acceptable:
• Installation of new edge lighting basecans
• New concrete - encased ductbank between basecans
• New L- 852 5kV cable installed end - to -end
• New LED edge light fixtures
• Removal and disposal of all existing basecans, cabling, and fixtures Alternative FAA
-
compliant products or approaches may be recommended if they offer benefits in terms of performance, cost, maintainability, or lifecycle value. Please clearly state all scope assumptions and any deviations in your proposal so the Airport can
evaluate options and collaborate on any future
adjustments. If particular products, manufacturers, or design details are commonly used for airports with comparable operational needs and climate, describe them in your submittal.
ATTACHMENT 3
60 Updated Evaluation Criteria
# Evaluation Category Description Max
Points
1 Team Qualifications &
Experience
Combined evaluation of resumes, licenses, certifications, and relevant projects.
30 2 Fee Proposal (Phase 1 Total
Cost)
Based on design fee, construction estimate, and transparency of fee structure.
20 3 Understanding of Phase 1
Scope
Demonstrated understanding of objectives, deliverables, and constraints.
15 4 Project Approach &
Schedule
Strategy for phasing, airport coordination, permitting, and risk management.
15 5 References Feedback from prior clients on cost control, responsiveness, and performance.
10 6 Quality of Proposal Organization, clarity, and adherence to RFP instructions and formatting.
10 Addendum Issued by Order Of
Turquoise Benjamin
Senior Buyer
August 14
, 202
5 61
Request for Proposals (RFP)
City of Torrance | 3031 Torrance Blvd, Torrance CA 90503 | www.TorranceCA.Gov
RFP No. B2025
-
16 RFP for Electrical Improvement Projects at Torrance Municipal Airport
RFP Submittal Information
No mail or hand delivered Proposals. No faxed proposals.
No Late proposals.
Location: City of Torrance
Purchasing Division
3031 Torrance Blvd.
Torrance, CA 90503
Date: September 4, 2025
Time Deadline: 12:00 p.m. Local (Pacific) Time
Submittal Requirements
Your submittal must include the following:
• Vendor’s Response (Section III of this document) on the forms provided. If additional space is required, please attach additional pages.
• Bidders Affidavit (Attachment 1)
Proposers will be disqualified if their proposal does not include the above items.
Prior to the award of a Contract
The successful vendor, must submit the following to the City of Torrance • Proof of insurance and applicable bonds, as indicated in the terms and conditions of this RFP document.
• Proof of a City of Torrance Business License, please contact the City of Torrance Business License Office at (310) 618-5923.
Notice of Mandatory Virtual Pre-Proposal Conference
A mandatory virtual pre - proposal meeting will be conducted to review project details, clarify proposal requirements, and answer questions. Attendance at this meeting is required for all prospective proposers intending to submit a proposal. Only those firms in attendance will be eligible to receive critical project documentation, including existing conditions and as-
built drawings.
Date: July 31, 2025
Time: 10:00 AM PST
Meeting Link:
https://teams.microsoft.com/l/meetup -
join/19%3ameeting_ZDQyY2EwZTAtZTRiZi00OTdmLWE0MGMtMTgwMzg3NmU1YjBl%40thread. v2/0?context=%7b%22Tid%22%3a%22e7eb3e35 - bde5 - 4eeb - a8ed - 70d9a2d8c319%22%2c%22Oid%22%3a%22b7a09cba - a85a - 4ded - aa09 - aeebbc638400%22%7d
Questions Regarding this RFP Must be Submitted on PlanetBids • The deadline to submit questions is 12:00 Noon Pacific Time on Wednesday, August 13, 2025 .
• All questions regarding this RFP must be submitted online.
ATTACHMENT 4
62 RFP No. B2025 - 16 RFP for Electrical Improvement Projects at Torrance Municipal Airport
SECTION I RFP INSTRUCTIONS AND INFORMATION
Notice is hereby given that sealed proposals will be received
online
until 12
:
00 p.m.
Thursday
September 4
, 2025
.
The City of Torrance:
The City of Torrance is on the western side of Los Angeles County. It is boarded by the Palos Verdes Peninsula on the south, the City of Gardena on the north, the City of Redondo Beach on the north and west boundaries, the City of Lomita on the east and the Pacific Ocean on the west. The City encompasses an area of approximately 21 square miles, 329 miles of Streets, 1870 intersections, 550 miles of sidewalks, 47,000 Street Trees, 6 Public Libraries, a Municipal Airport,
Transit System,
46 Parks & Recreation Amenities, 6 Fire Stations, 1 Police Station and 1 Police Community Center, and has an estimated population of approximately 146
,
115, which makes Torrance one of the top 10 cities
in Los Angeles County in regards to population.
Background:
Torrance Municipal Airport
–
Zamperini Field
(F
ederal A
viation
A
uthority
Location ID: TOA)
is a
general aviation airport owned and operated by the City of Torrance. It supports a variety of operations, including flight training, business jet activity, and recreational flying. TOA plays a critical role in regional air transportation and is home to numerous aviation businesses and organizations.
The existing airport lighting infrastructure has aged, and in some locations, may no longer meet current FAA standards. The City of Torrance seeks proposals for the design and replacement of major electrical upgrades at the municipal airport. This project
is not FAA
-
funded and will not be under the
Airport Improvement Program (AIP).
Definitions
:
Word Definition as applied to this RFP
City The City of Torrance, California
Vendor, Contractor,
Proposer, Firm or
Consultant
The person, firm, company or corporation providing services to the City, or submitting a proposal in response to this RFP
Contract, Purchase
Order, Agreement,
Purchasing Agreement
The agreement between the awarded Vendor and the City as a result of this Request for Proposals
Proposal Submittal
Form:
Prospective bidders must submit bids in
electronic only format
at
https://pbsystem.planetbids.com/portal/47426/portal-
home; The proposal must be made on the form
provided and uploaded on PlanetBids.
Scan and attach the following required documents to your eBid
.
This list may not be all-
inclusive;
additional items may be required elsewhere in bid specifications.
Failure to provide required
documents with bid may cause the bid to be deemed non
-
responsive.)
If an individual makes the proposal, it must be signed by that individual, with an address and
telepho
ne number. If made by a business entity, it
must be signed by an
authorized person that
execute
s
binding agreements and
cont
racts. A full business address and
telephone number are
required.
63 Blank spaces in the proposal form must be completed using ink, indelible pencil, typewriter or digitally.
The
text of the
proposal
form must not be changed and no additions. Any unauthorized conditions, limitations, or provisos attached to a proposal will render it informal and may cause its rejection.
Alterations by erasure or interlineations must be explained or noted in the proposal form over the signature of the Proposer.
Questions:
All questions regarding this RFP must be submitted online no later
than 12:00 PM
Wednesday,
August 6, 2025
.
Answers to questions will be posted online for all interested bidders to review. Bidders who have downloaded bid documents by the time that the questions are responded to will receive an automated email notifying them of additional information and/or addendums that have been posted to the website. No questions via telephone. No questions submitted after the deadline
.
Written answers
and any other changes to the RFP will be sent
via Planetbids to all known p
ros
pective proposers
as
an addendum to the RFP.
Errors and Omissions:
The proposer may not
take advantage of any errors and/or omissions in these specifications or in the proposer’s specifications submitted with its proposal. If there are
err
ors or omissions, you will be
notified.
Proposers Examination of Requirements:
The Proposer is required to examine carefully the site, the instructions, information and specifications of this document, investigate the condition
s
, the character, quality and quantity of work to be
performed as required by this document. Submission of a proposal will be considered prima facie evidence that the Proposer has made such an examination
.
Reservation:
The City reserves the right to revise or amend these specifications prior to the date set
for opening
proposals. Revisions and amendments will be
identified
by an addendum to this RFP. If the revisions
require
additional time to enable vendors to respond, the City may postpone the opening date accordingly. In such case, the addendum will include an announcement of the new proposal submittal due date.
Attach all addenda
to the proposal. Failure to attach any addendum may render the
proposal
non
-
responsive and ca
use for rejection
.
The City reserves the right to award a contract to a company solely based on
the initial proposal
submitted. The City reserves the right to require more information and clarification on information submitted in the proposal to complete the evaluation.
The City Council reserves the right to reject any and all
proposal
s received, to take all proposals under
advisement for a period not to exceed ninety (90) days after the date of the opening, to waive any informality on any proposal, and to be the sole judge of the relative merits of the material and or service mentioned in the respective proposals received. The City reserves the right to reject any proposal not accompanied with all data or information required.
This Request for Proposals does not commit the City to award a contract or to pay any cost incurred in the preparation of a proposal. All responses to this RFP document become the property of the City of Torrance.
The City reserves the right to examine all factors bearing on a Proposer’s ability to perform the services under the contract. The City reserves the right to reject any proposal not accompanied with 64 all data or information required. The City reserves the right to cancel this solicitation, without penalty, at its sole discretion.
Affidavit:
An affidavit form is enclosed. It must be completed signifying that the proposal is genuine and not collusive or made in the interest or on behalf of
any person not named in the proposal, that th
e
proposer has not directly or indirectly induced or solicited any other proposer to put in a sham proposal or any other person, firm, or corporation to refrain from proposing, and that the proposer has not in any manner sought by collusion to secure for itself an advantage over any other proposer. Any proposal submitted without an affidavit or in violation of this requirement will be rejected. (Attachment 1)
Evaluation
of Proposals
:
Proposals will be evaluated by a selection panel based on the following weighted criteria. Firms must clearly address each category listed below in their proposal. The City reserves the right to request clarifications, conduct interviews, or negotiate terms prior to awarding the contract.
Evaluation will focus on Phase 1 of the project, which includes the Unified Electrical Plan and Taxiway Lighting improvements.
The City reserves the right to conduct interviews with shortlisted firms.
Evaluation Category Description Max
Points
Team Qualifications &
Experience
Combined evaluation of resumes, licenses,
certifications, and relevant projects.
30 Fee Proposal (Phase 1
Total Cost)
Based on design fee, construction estimate, and
transparency of fee structure.
20 Understanding of Phase 1
Scope
Demonstrated understanding of objectives, deliverables, and constraints.
15 Project Approach &
Schedule
Strategy for phasing, airport coordination, permitting, and risk management.
15 References Feedback from prior clients on cost control, responsiveness, and performance.
10 Quality of Proposal Organization, clarity, and adherence to RFP instructions and formatting.
10 Total Possible Points: 100
The Contract:
The awarded vendor will be required to enter into a written contract with the City of Torrance.
Attached is a copy of the
standardized contract
(Attachment A), which will be modified to reflect the
awarded RFP. A copy of this RFP and the accepted proposal will be attached to and become a part of the contract.
Upon execution of this Agreement, the Design
-
Builder shall provide a Performance
Bond in the amount of 100% of the Contract Price. The Surety for the Performance Bond must satisfy statutory requirements and be acceptable to the Owner. The bond shall guarantee the faithful performance of the Work as described in the Design
-
Build Agreement and incorporated documents.
The Performance Bond shall remain in effect through Contractor’s warranty period and for any required extensions.
65 Notice to Proceed & Work Timeline
After the contract is executed and all required documentation is received, the City will issue a Notice to Proceed (NTP), establishing the official start date for the project. Work must commence as per the approved schedule. No work shall begin, and no costs shall be incurred before receiving the NTP.
Failure to comply may result in contract termination or penalties.
Ethical Behavior & Non
-
Collusion:
Proposers and their representatives are strictly prohibited from contacting any City employee, council member, or associated party regarding this bid or IFB except as explicitly directed. The undersigned certifies that this bid is submitted
in good faith and without collusion
with any other bidder.
Proposer’s Minimum Requirement
Proposer must have successfully completed at least three (3) public works projects of similar size or scope within the last five (5) years and must have at least five (5) years of experience. The Design
-
Build Entity shall ensure that all architectural and engineering services required to perform the Work are provided by, or under the direct supervision of, design professionals who are duly licensed and registered in the State of California to
practice in their respective disciplines. All plans, specifications, calculations, and other design documents shall be prepared, signed, and sealed, as required, by California
-
licensed architects or engineers in accordance with applicable California laws, codes, and regulations.
Contractor Licensing Requirements
At the time of
proposal
submission, the contractor that would perform the work must hold a valid General Building Contractor (Class B) or equivalent license for to perform the scope of work described in the RFP in accordance with the California Business and Professions Code, Chapter 9, Division 3.
The contractor must also obtain a City of Torrance Business License and maintain all required licenses for the duration of the contract. There are no permit fees for City of Torrance projects.
Insurance Requirements
Proposers must comply with the insurance provisions outlined in the standard sample agreement. It is recommended that
proposers
have their insurance providers review the General Liability, Automobile Liability, and Workers’ Compensation Insurance
requirements before bid submission.
Regulatory Compliance & Legal Requirements
Proposers warrant that all work performed under this contract shall comply with all applicable federal, state, and local laws, statutes, ordinances, and regulations. Contractors are responsible for obtaining all necessary permits and approvals at their own expense
and must maintain compliance throughout
the project term.
The contractor shall be solely responsible for paying any fees, assessments, and taxes, including applicable penalties and interest, arising from their contractual obligations. The contractor must indemnify and hold the City harmless from any such liabilit
ies.
Prevailing Wage:
The State of California Senate Bill 7 (SB7) applies to construction contracts over $25,000 and contracts for alteration, demolition, repair and maintenance over $15,000. There are no exemptions.
The contract issued
because
of this RFP is subject to prevailing wage. This bid is subject to prevailing wage rates. Current prevailing wage determinations rates may be
found at the State of California
Dept. of Industrial Relations website
http://www.dir.ca.gov/oprl/DPreWageDetermination.htm
Contractor Registration the State of California Senate Bill 854 (SB854
):
• No contractor or subcontractor may be listed o
n
a bid proposal for a public works project unless
registered with
the Department of Industrial Relations pursuant to Labor Code section 1725.5
66 • No contractor or subcontractor may be awarded a contract for public work on a public works project unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.
•
Public works refers to construction, alteration, demolition, installation, or repair work (including maintenance) done under contract and paid by public funds
•
This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.
•
All contractors and subcontractors must furnish electronic certified payroll records directly to the Labor Commissioner (aka Division of Labor Standards Enforcement).
For additional information and to register online go to http://www.dir.ca.gov/Public- Works/PublicWorks.html
• Contractors must comply with
California Labor Code Sections 1776 and 1777.5
, requiring the
employment of
apprentices
for public works projects. The
Division of Apprenticeship Standards
(DAS) can assist contractors in meeting apprenticeship requirements. More details are available at:
https://www.dir.ca.gov/das/PublicWorksForms.html
Independent Contractor:
The successful proposer will at all times remain
to the City, a wholly independent contractor.
Neither
the City nor any of its agents will have control over the conduct of the Contractor or any of
the
Contractor
’s employees, except as otherwise set forth in the awarded
Agreement.
The Contractor’s
agents and employees are not and will not be considered employees of the City for a
ny purpose.
The
Contractor
may not, at any time or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of the City. The City has no duty, obligation, or responsibility to the Contractor’s agents or employees under the Affordable Care Act.
The Contractor
is solely
responsible for any tax penalties associated with the failure to offer affordable coverage to its agents and employees under the Affordable Care Act and any other liabilities, claims and obligations regarding compliance with the Affordable Care Act with respect to the Contractor’s agents and employees.
The City is not responsible or
liable for
the Contractor’s failure to comply with
the
Contractor’s duties, obligations, and responsibilities under the Affordable
Care Act. The Contractor
agrees to defend, indemnify and hold the City harmless for all taxes and penalties that may be assessed against the City
because
of the Contractor’s obligations under the Affordable Care Act relating to the Contractor’s agents and employees.
Payment Terms and Procedures
1. Progress Payments and Payment Applications
Th
e Contractor shall submit payment applications for work completed in a format acceptable to the City. Each application must include a detailed breakdown of amounts requested, referencing the purchase order number, contract unit pricing, and aligning with the bid form line items. Backup documentation (e.g., subcontractor invoices, material receipts, equipment rental fees)
must be attached for all claimed costs, including parts, materials, and subcontractor costs.
2. Review and Retention
Upon receipt, the City will review each payment application for accuracy and completeness.
The City will verify the work performed and the costs incurred. A retention amount, as specified in the contract documents, will be withheld from each progress payment until project completion and final acceptance.
67 3. Net 30 Payment
Upon
acceptance of the work and receipt of a correct and complete invoice, the City will make payment within thirty (30) days, unless otherwise specified in the Contractor’s proposal or these specifications. Payments will not be processed for incomplete or incorrect invoices; such invoices will be returned for correction and must be
resubmitted.
4. Billing and Reimbursement Details
• Contractors will be paid for actual hours worked at the contract rates. • Parts,
materials, and subcontractor work will be reimbursed at actual cost plus any allowed markup, with itemized receipts provided.
• All invoices must reference the applicable purchase order number and contract line
items.
5. Final Payment
Final payment, including any retention amounts withheld, will be made after all work is completed, accepted by the City, and upon receipt of a final, correct
invoice.
Suspension of Procurement:
The City may suspend, in writing all or a portion of the procurement of materials or services pursuant to this RFP and subsequent contract agreement, in the event unforeseen circumstances make such procurement impossible or infeasible, or in the event, City should determine it to be in the best interest of City to cancel such procurement of services or materials.
In the event of termination, selected Proposer will perform such additional work as is necessary for the orderly filing of documents, and closing of project.
The selected Proposer will be compensated for the terminated procurement based on materials or services actually furnished or performed prior to the effective date of termination, plus the work reasonably required for filing and closing.
Notice of Intent to Award:
Approximately two (2) weeks prior to the anticipated City Council meeting awarding a contract because of the RFP, the City will notify all proposer’s of its intent to award. Results will be posted on the City of Torrance Web site
https://pbsystem.planetbids.com/portal/47426/portal
-
home
68 RFP No. B2025 - 16 RFP for Electrical Improvement Projects at Torrance Municipal Airport
SECTION II TECHNICAL REQUIREMENTS
Project Description
:
The City of Torrance is initiating a capital improvement project to upgrade the airfield electrical systems at Torrance Municipal Airport (Zamperini Field). The purpose of this initiative is to improve operational safety, ensure regulatory compliance, and increase energy efficiency across key airfield infrastructure.
The project scope includes a phased approach to the replacement and enhancement of:
• Taxiway and runway lighting systems
• Lighting regulators
• Airfield signage
• Pilot- controlled lighting features
All improvements must conform to current FAA standards and are intended to support safer operations during nighttime and low-
visibility conditions for both pilots and airport personnel.
Phase Component Description
Phase 1
Unified Electrical Plan Comprehensive Electrical Master Design Taxiway Lighting Replace existing taxiway edge lights to improve visibility and ensure compliance with FAA standards.
Phase 2 Runway Lighting Upgrade runway lighting systems, including edge and threshold lights, to enhance safety and efficiency.
Phase 3 Lighting Regulators Replace or recalibrate airfield lighting regulators to ensure consistent voltage and system reliability.
Phase 4 Airfield Signage Upgrade airfield guidance signs to improve visibility and energy efficiency.
Phase 5 Pilot-Controlled
Lighting
Install or upgrade systems allowing pilots to remotely
activate airfield lighting via radio transmission.
Firms shall be responding to Phase 1, which includes the complete Unified Electrical Plan and associated construction for Taxiway Lighting improvements.
Project Delivery
:
The City is soliciting proposals from qualified firms to deliver the project
as a Design-
Build capital
improvement.
Firms shall clearly indicate their ability to deliver the project as a Design
-
Build with any
anticipated
benefits and challenges. Proposals should emphasize
how,
if chosen
, they
will support the City’s
objectives regarding:
• Project timeline and phasing
• Budget control
• Safety and risk mitigation
• Regulatory compliance
69 The selected firm will be responsible for preparing full schematic and construction designs, and its fee proposal should reflect the cost for developing 100% of the construction documents. While construction is anticipated to proceed in multiple phases over several years, all work must be planned comprehensively and coordinated to maintain a safe and operational airfield environment throughout the project's duration.
Design Coordination Requirement
–
Unified Electrical Plan:
To ensure compatibility, efficiency, and seamless integration of all electrical improvements, the City requires a single, comprehensive electrical design that encompasses the entire project scope. The unified electrical plan must, at a minimum, address the
following elements:
• Taxiway and runway lighting
• Airfield signage and lighting
• Lighting regulators and associated electrical components • Pilot-
controlled lighting systems
• Power distribution infrastructure, including conduits, vaults and cabling
The plan must prevent segmented, piecemeal, or conflicting sub
-
designs by ensuring all electrical
components are fully coordinated within a single, cohesive plan set.
While construction work may be phased, the complete electrical design shall be developed and submitted at the outset of the project. All phase boundaries must be clearly indicated, and provisions must be made to ensure service continuity between phases. The initial phase of construction will focus on taxiway and runway lighting.
All electrical work must comply with FAA regulations, NFPA, NEC, and all applicable City standards and will be subject to the City’s plan review and approval process. Proposers are responsible for close coordination with airport operations throughout both design and construction phases to minimize disruptions to aviation activities.
Project Timeline
:
Milestone Updated Anticipated Date
RFP Released July 21, 2025
Virtual Meeting July 31, 2025, at 10AM
Deadline for Questions August 6, 2025
Proposal Due Date August 21, 2025, at 12:00PM
Proposal Review & Shortlisting August 22 – September 5, 2025 Interviews (if necessary) September 9 – September 12, 2025 Contract Award September 19, 2025
Project Kick-off September 29, 2025
Design Completion January 2026
Construction Phase Start (Phased) Early 2026
70 Project Site:
Torrance Municipal Airport
–
Zamperini Field
3301 Airport Drive, Torrance, CA 90505
Including both runways, signage, pilot control lighting, and Taxiways, including, but not limited to, Taxiway A, B, C, D, E, F, G, H, J, and all connector taxiways. Exact limits will be defined during project initiation.
Scope of Work:
General Project Scope
The City of Torrance is seeking proposals from qualified firms to
complete
electrical improvements at
Torrance Municipal Airport (Zamperini Field) using the design
-
build (DB) delivery method.
Respondents must demonstrate relevant design
-
build experience. All work must comply with
applicable FAA guidelines, City specifications, and all relevant electrical and safety codes. Ongoing coordination with airport operations is required to ensure uninterrupted and safe aviation activity throughout
the project.
Note: City projects are exempt from permitting fees.
Design Coordination Requirement
–
Unified Electrical Plan
To ensure system compatibility and efficient project execution, all electrical design work for this project must be developed as a single, fully coordinated electrical plan. The unified design must address, at a minimum
:
• Taxiway and runway lighting systems
• Illuminated airfield
signage (as required for upgrade or replacement)
Airfield
71 • Lighting regulators and associated electrical components • Pilot-
controlled lighting systems
• Power distribution infrastructure, including conduits, vaults and cabling
To prevent segmented or conflicting sub
-
designs, all related electrical components must be addressed within a unified plan
set. Proposals must demonstrate an integrated design approach
. While
construction may be phased, the electrical design shall be completed comprehensively at the outset to guide both current and future work. The design must clearly indicate phase boundaries and provide for continuity of service throughout all implementation
stages.
All electrical work shall comply with applicable FAA Advisory Circulars, National Fire Protection Association (NFPA) codes, the National Electrical Code (NEC), and City of Torrance standards. Final plans will be subject to review and approval through the City’s internal plan check process. Firms must coordinate closely with airport operations during both design and construction to minimize disruption to airfield
activity.
Expected Construction Scope of Work
The selected design
-
build firm will be responsible for all labor, materials, equipment, and coordination necessary to construct the approved electrical improvements at Torrance Municipal Airport (Zamperini Field). The anticipated construction scope includes, but is not
limited to
:
• Installation of taxiway and runway lighting systems
• Installation or replacement of illuminated airfield signage • Installation of lighting regulators and associated electrical equipment
• Construction and installation of power distribution infrastructure, including conduits, vaults, and
cab
ling
• Removal or replacement of obsolete or abandoned electrical components, as required
• Site restoration and compliance with all airport safety and security requirements
Phasing and Operational Requirements
To minimize disruptions to airport operations, all construction activities must be phased. The Contractor shall sequence work in close coordination with airport operations personnel to maintain safe and continuous aviation activity throughout the project. The construction plan must:
• Clearly identify work areas and phase boundaries within the project site • Schedule and coordinate work to ensure critical airport facilities remain operational at all times, unless otherwise authorized by the City and airport management
• Provide temporary lighting or power systems as necessary during cutovers or transitions to new infrastructure
• Include clear communication protocols with airport operations regarding planned work, potential disruptions, and progress updates
• Implement appropriate
safety measures and access controls for each
phase
All construction
work must conform to the approved design documents, applicable FAA Advisory Circulars, NFPA standards, the NEC, and City of Torrance standards, and will be subject to inspection and final acceptance by the
City.
Required Tasks and Submittals
:
Respondents shall provide the following:
• A detailed Project Implementation Plan
• A Risk Identification and Mitigation Strategy
• A Roles and Responsibilities Matrix
• A Phased Construction Strategy Phase 1 Only
• A Permitting and Regulatory Approach, including completion of FAA Form 7460 during the design phase
72 Note: This project is
not federally funded
and is not eligible for Airport
Improvement Program (AIP)
grants. However, all designs must adhere to FAA standards and will be reviewed through the City’s formal plan check process.
Ownership of Design
:
Upon completion and acceptance, all design documents, plans, drawings, specifications, and associated intellectual property prepared under this contract shall become the exclusive property of the City of Torrance. The City reserves the right to utilize these documents for future phases or additional projects, including sharing designs with other contractors, consultants, or third parties, at its discretion. The selected firm must acknowledge and agree that the City may independently contract with other entities to perform subsequent phases or additional work based upon these designs.
Deliverables
:
The selected firm shall be responsible for providing the following
Phase 1 deliverables
, at a
minimum
.
Phase
1 includes the development of the full Unified Electrical Plan and the construction of Taxiway Lighting improvements. The following deliverables apply to Phase 1 only. Future phase components should be included in the Unified Electrical Plan but are not part of this RFP’s construction scope
.
1. Project Management & Pre
-
Design
• Project Implementation Plan (specific to Phase 1)
• Roles and Responsibilities Matrix
• Risk Identification and Mitigation Strategy
• Communication and Coordination Plan
• Project Schedule with Phase 1 milestones
2. Design Documents (Unified Electrical Plan)
• Full schematic design set (CAD + PDF) for all project phases, with immediate focus on Phase 1 (Taxiway Lighting)
• One- line diagrams for Phase 1 airfield electrical systems • Lighting layout plan for Taxiway Lighting (Phase 1); include placeholders for future phases • Power distribution plan covering entire airfield (design), with Phase 1 buildout defined • Phasing plan with clear delineation of Phase 1 boundaries • FAA Form 7460 submission (for design elements applicable to Phase 1) • Technical specifications and product cut sheets for Phase 1 work • Design conformance report (FAA, NFPA, NEC, City standards)
3. Construction Documents (Phase 1 Only)
• FAA Form 7460 submission (if required for construction phase) • Construction Safety and Phasing Plan (CSPP), as applicable • Safety Plan Compliance Document (if applicable)
• Final stamped and signed plan set for Phase 1 construction • Bill of Materials and Equipment List (Phase 1)
• Construction Phasing Plan (Phase 1)
• QA/QC Plan for installation (Phase 1)
• Testing and Commissioning Plan for Taxiway Lighting only
4. Permitting and Coordination
• FAA coordination documentation (non - AIP, but conforming to FAA standards) • City plan check submittals and response tracking (Phase 1) 73 • Utility coordination documentation, if applicable
• Traffic or airfield operations impact mitigation plan (as required)
5. Construction Phase (Phase 1 Only)
• Field verification and redlines for Phase 1 scope
• Inspection reports and as - built markups for Taxiway Lighting • Commissioning results and acceptance testing logs for Phase 1 • Final as- built drawings (PDF + editable CAD format)
6. Project Closeout (Phase 1 Only)
• Final summary report for Phase 1, including testing and commissioning outcomes • Warranty documentation for Phase 1 systems
• Maintenance recommendations and service intervals for Taxiway Lighting systems
Proposers may indicate “N/A” for any items not applicable to Phase 1. Future phases (e.g., runway lighting, pilot-
controlled systems) are not part of the Phase 1 construction scope but must be addressed in the Unified Electrical Plan.
Task / Deliverable Description for Phase 1
Project Management &
Planning
Implementation plan, roles, risk, and schedule specific to Phase 1.
Schematic Design
Package
Unified Electrical Plan covering all phases, with focus on Taxiway Lighting design.
Technical
Specifications
Specifications for materials and installation of Phase 1 scope (Taxiway Lighting).
Phasing and
Construction Strategy
Construction plan outlining Phase 1 execution and future phase boundaries.
Permitting &
Regulatory Submittals
FAA Form 7460 (if applicable) and City plan check for Phase 1 scope.
Final Construction
Documents
Construction documents and stamped plans for Phase 1 (Taxiway Lighting).
Commissioning &
Testing
Testing and QA/QC for Taxiway Lighting systems only.
Training & Turnover
Materials
Proposers may indicate 'N/A' for any deliverable not applicable to the defined Phase 1 scope.
As-Built
Documentation
Redlines and final as-builts for Phase 1 scope.
Project Closeout &
Warranty
Final report and warranty package specific to Phase 1 systems.
74 RFP No. B2025 - 16 RFP for Electrical Improvement Projects at Torrance Municipal Airport
SECTION III SUBMISSION REQUIREMENTS
General Submission Information :
Proposals must be submitted electronically on PlanetBids Proposals that are incomplete or fail to follow this format may be deemed
non
-
responsive and
disqualified from consideration. Proposers must submit a single, comprehensive proposal that includes all the following items. Please use the checklist below to ensure all required materials are included in your submission.
A. General Format Requirements
☐ Each section must be clearly labeled with the section header.
☐ All documents shall be formatted on standard 8.5" x 11" paper.
☐ PDF format required for electronic submissions unless otherwise noted.
B. Proposal Content Checklist
☐ Cover Letter
☐ Experience and Qualification Statement (with licenses) ☐ Client References (3 minimum)
☐ List of Subcontractors (if applicable)
☐ Sample Representative Work
☐ Organizational Chart and Roles Matrix
☐ Risk Mitigation Strategy
☐ Project Schedule
☐ Itemized Cost Schedule
C. Post-
Award Contractual Requirements (Provided for Reference Only
–
Not
Required at Proposal Stage)
☐ Performance Bond
☐ Labor and Material Bond
☐ Contractor’s Affidavit (as part of the contracting package)
Ensure all documents are included with your bid submission to avoid disqualification.
75 Fee Proposal Instructions :
Pricing Instructions
• Provide a comprehensive lump - sum fee covering both design and construction phases. • Design Services : Lump - sum fee for schematic and detailed design, including permitting support.
• Construction Services : Lump - sum or Guaranteed Maximum Price (GMP). • Allowances and Contingencies : Clearly itemized separately. • Hourly Rate Table
o Include hourly billing rates for all staff and subcontractors. Subcontractor mark- up shall not exceed 15%.
All proposers must complete the following table to facilitate a direct comparison of Phase 1 costs by delivery method.
Phase 1 Cost Summary Table
Cost Category Fee Type Design/Build
Design Services (Unified Plan) Lump Sum $
Construction Cost Estimate – Phase 1 Lump Sum $
Allowances/Contingencies Lump Sum $
Total Proposed Phase 1 Cost Lump Sum $
Hourly Rate Table Sample
(Include hourly billing rates for all staff and
subcontractors.)
Personnel Title Hourly Rate ($)
Project Manager
Electrical Engineer
Designer / Drafter
Construction Manager
QA/QC Specialist
Administrative Support
76 RFP No. B2025 - 16 RFP for Electrical Improvement Projects at Torrance Municipal Airport
SECTION IV PROPOSAL SUBMITTAL
The following forms must be completed and submitted with your proposal.
Legal Entity of Company:
☐ Corporation State of: ________________
☐ Partnership State
of: ________________
☐ General
☐
Limited
☐ Joint Venture
☐ Sole Proprietor
☐
Individual DBA: ________________
☐ Limited Liability Company State of: ________________
oncerning Signatures
Please use the proper notary form, which applies to your type of organization on all proposal documents, attachments, and bonds requiring a signature by officers of your company.
Note: failure to comply may result in disqualification of your proposal.
nature Guidelines
Individual (Doing Business As)
a. The only acceptable signature is the owner of the company. (Only one signature is required.) b. The owner’s signature must be notarized if the company is located outside of the state of California.
Partnership
a. The only acceptable signature(s) is/are that of the general partner or partners.
b. Signature(s) must be notarized if the partnership is located outside of the state of California.
Corporation
a. One (1) officer of the corporation must sign.
b. Each signature must be notarized if the corporation is located outside of the state of California.
OR
a. The signature of one officer or the signature of a person other than an officer is acceptable if the bid is accompanied by a certified corporate resolution granting authority to said person to execute contracts on behalf of the corporation.
b. Signature(s) must be notarized if the corporation is located outside of the state of California.
Limited Liability Company
a. The signature on the bid must be a member or, if the Articles provide for a manager, must be the manager. (Only one signature is required.)
b. Signature must be notarized if the company is located outside of the state of California.
Business Name: ____________________________________________
Legal Entity Type: ☐ Corporation
☐
LLC
☐
Partnership
☐
Sole Proprietor
☐
Other: ____________
Business Address: ____________________________________________
City, State, ZIP: ____________________________________________
Phone Number: _______________________ Fax: __________________________
Email Address: ____________________________________________
Website (if applicable): ____________________________________________
Federal Tax ID (EIN) / SSN (if Sole Proprietor): ____________________________
State of Incorporation / Registration: ____________________________________________
Date Established: ____________________________________________
Information
77 Professional Engineering or Architectural Licensure by the State of California Issued by:
(Attach Copy) ________________________________________________________
Has the License ever been suspended or revoked? ________________
If yes, describe when and why _________________________________________________
Are there any current claims against the License or Bond? _________________
Public Works Registration (PWCR) Number:
______________________________________________
Contractor’s License No.: ______________________ Class: ________________________
Date first obtained: __________________________
Has the License ever been suspended or revoked? ________________
If yes, describe when and why _________________________________________________
Are there any current claims against the License or Bond? _________________
If yes, describe claims: __________________________________________________
Principals in Company (List all - attach additional sheets if necessary):
NAME TITLE LICENSE NO. (If Applicable)
__________________________
_________________________ __________________
__________________________
_________________________
__________________
__________________________
_________________________
__________________
Primary Contact Name:
____________________________________________
Title: ____________________________________________
Phone Number: _______________________ Email: __________________________
Secondary Contact (if applicable): ____________________________________________
Title: ____________________________________________
Phone Number: _______________________ Email: __________________________
By signing below, the authorized representative confirms that the information provided is accurate and complete. The representative also acknowledges that entering into this agreement is subject to the terms and conditions set forth by both parties.
Authorized Representative Name: ____________________________________________
Title: ____________________________________________
Signature: _____________________________________ Date: ________________
For Internal Use (Authorized by Receiving Party)
Company Representative Name: ____________________________________________
Title: ____________________________________________
Signature: _____________________________________ Date: ________________
78 Acknowledgment of receipt of any addenda issued by the city is required and the acknowledgment must be included with your
response
. Failure to acknowledge the Addenda issued may result in your submission
being deemed non
-
responsive.
In the space provided below, please
acknowledge receipt of each Addenda.
If additional Addenda were issued, please attach a separate sheet.
By signing below, the
respondent
confirms that they have received, reviewed, and incorporated the information contained in the above
-
referenced Addenda into their
final
submission.
Authorized Representative Signature: ____________________________
Printed Name: ___________________________________________
Title: _________________________________________________
Date:
_________________________________________________
Payment Terms:
The
City of Torrance Payment terms are Net 30.
The City does not make
pre-
payments or pay upon receipt.
Do you offer any discounted invoice terms? _____________________________
Addendum Number Date Issued Acknowledgment (Initials)
Addendum #1 __________ __________
Addendum #2 __________ __________
Addendum #3 __________ __________
Addendum #4 __________ __________
Addendum #5 __________ __________
79 Vendor Name: ____________________________________________________________
Sub Contractors:
If awarded, will you be using sub contractors to carry out the scope of work required in this RFP?
Yes, we will be using sub contractors and have listed their contact information below.
No, we will not be using any sub contractors for this project.
_______________________ __________________ ______________________________
Company Name Contact
Name
Title
_______________________ __________________ ________________________________
Telephone Number Fax Number Email Address
Please explain the working relationship between your company and the sub contractor.
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
_________________________________________________________________________________
80 Proposal Submittal (continued):
Vendor Name: ____________________________________________________________
Background and Recent Experience with Similar Projects:
In the space below, please provide a narrative explaining your background and recent experience with similar projects as the scope of work identified in this RFP. (Please attach ad
ditional sheet if
needed.)
81 Proposal Submittal (continued):
Vendor Name: ____________________________________________________________
Work Plan for Each Required Task:
In the space below, please describe in detail the methodology you will be utilizing to conduct for each task. (Please attach additional sheets if
needed.)
82 Proposal Submittal (continued):
Vendor Name: ____________________________________________________________
References:
Please supply the names of companies/agencies for which you recently supplied comparable goods/services as requested in this RFP. A
minimum of three (3) references is required; additional references are op
tional. References from public
agencies are preferred.
Do not include the City of
Torrance as a reference for this RFP.
1 Name of Company/Agency:
Street Address:
City:
State, Zip Code:
What Product/Service did you
provide to this Company/Agency?
Name of Person to Contact:
Phone Number of Contact:
Email Address of Contact:
2 Name of Company/Agency:
Street Address:
City, State Zip Code:
What Product/Service did you
provide to this Company/Agency?
Name of Person to Contact:
Phone Number of Contact:
Email Address of Contact:
3 Name of Company/Agency:
Street Address:
City, State Zip Code:
What Product/Service did you
provide to this Company/Agency?
Name of Person to Contact:
Phone Number of Contact:
Email Address of Contact:
83 Proposal Submittal (continued):
Vendor Name:
____________________________________________________________
All proposers must complete the following table to facilitate a direct comparison of Phase 1 costs by delivery method.
Phase 1 Cost Summary Table
Cost Category Fee Type Design/Build
Design Services (Unified Plan) Lump Sum $
Construction Cost Estimate – Phase 1 Lump Sum $
Allowances/Contingencies Lump Sum $
Total Proposed Phase 1 Cost Lump Sum $
Hourly Rate Table Sample (Include hourly billing rates for all staff and subcontractors.)
Personnel Title Hourly Rate ($)
Project Manager
Electrical Engineer
Designer / Drafter
Construction Manager
QA/QC Specialist
Administrative Support
84 ATTACHMENT 1
STATE OF CALIFORNIA
PROPOSER’S AFFIDAVIT
COUNTY OF LOS ANGELES
____________________
________ being first duly sworn
deposes and says:
1. That he/she is the ___________________________ of _____________________________
(Title of Office) (Name of Company)
Hereinafter called “proposer”, who has submitted to the City of Torrance a proposal for
__________________________________________________________________________
(Title of RFP)
2. That the proposal is genuine; that all statements of fact in the proposal are true;
3. That the proposal was not made in the interest or behalf of any person, partnership, company, association, organization or corporation not named or disclosed;
4. That the Proposer did not, directly or indirectly, induce solicit or agree with anyone else to submit a false or sham proposal, to refrain from proposing, or to withdraw his proposal, to raise or fix the proposal price of the Proposer or of anyone else, or to raise or fix any overhead, profit or cost element of the Proposer’s price or the price of anyone else; and did not attempt to induce action prejudicial to the interest of the City o
f Torrance, or
of any other Proposer, or anyone else interested in the proposed contract;
5. That the Proposer has not in any other manner sought by collusion to secure for itself an advantage over the other Proposer or to induce action prejudicial to the interests of the City of Torrance, or of any other Proposer or of anyone else interested in the proposed contract;
6. That the Proposer has not accepted any proposal from any subcontractor or materialman through any proposal depository, the bylaws, rules or regulations of which prohibit or prevent the Proposer from considering any proposal from any subcontractor or material man, which is not processed through that proposal depository, or which prevent any subcontractor or materialman from proposing to any contractor who does not use
the
facilities of or accept proposals from or through such proposal depository;
7. That the Proposer did not, directly or indirectly, submit the Proposer’s proposal price or any breakdown thereof, or the contents thereof, or divulge information or data relative thereto, to any corporation, partnership, company, association, organization, proposal depository, or to any member or agent thereof, or to any individual or group of individuals, except to the City of Torrance, or to any person or persons who have a partnership or other financial interest with said Proposer in its business.
8. That the Proposer has not been debarred from participation in any State or Federal works project.
Dated this ____ day of ________________, 20_____.
_____________________________________
(Proposer Signature)
_____________________________________
(Title)
85 City of Torrance Standard Form of Agreement Between Owner and Design-Builder Page 1 City of Torrance Standard Form of Agreement
Between Owner and Design-Builder
This document has important legal consequences. Consultation with an attorney is recommended with respect to its completion or modification.
This AGREEMENT is made as of the day of
in the year of 20 25 , by and between the following parties, for services in connection with the Project identified below.
OWNER:
(Name and address)
City of Torrance
3031 Torrance Blvd
Torrance, CA 90503
DESIGN-BUILDER:
(Name and address)
[INSERT NAME AND ADDRESS OF CONTRCTOR CHOSEN FOR DESIGN-BUILD AGREEMENT] PROJECT:
(Include Project name and location as it will appear in the Contract Documents) [INSERT RFP WITH RFP NUMBER AND TITLE]
In consideration of the mutual covenants and obligations contained herein, Owner and Design-Builder agree as set forth herein.
86 City of Torrance Standard Form of Agreement Between Owner and Design-Builder Page 2 Article 1
Scope of Work
1.1 Design-Builder shall perform all design and construction services, and provide all material, equipment, tools and labor, necessary to complete the Work described in and reasonably inferable from the Contract Documents.
Article 2
Contract Documents
2.1 The Contract Documents are comprised of the following:
2.1.1 All written modifications, amendments, minor changes and Change Orders to this Agreement issued in accordance with the City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder (“the General Conditions of Contract”);
2.1.2 The Basis of Design Documents, including the Owner’s Project Criteria, Design-Builder’s Proposal and the Deviation List, if any, contained in the Design-Builder’s Proposal, which shall specifically identify any and all deviations from Owner’s Project Criteria;
2.1.3 This Agreement, including all exhibits and attachments, executed by Owner and Design- Builder (List for example, performance standard requirements, performance incentive requirements, markup exhibits, allowances, or unit prices); [Notice Inviting Proposals for: Request for Proposals, Addenda, Design-Builder’s Proposal]
2.1.4 The General Conditions of Contract; and
2.1.5 Construction Documents prepared and approved in accordance with Section 2.4 of the General Conditions of Contract.
Article 3
Interpretation and Intent
3.1 Design-Builder and Owner, prior to execution of the Agreement, shall carefully review all the Contract Documents, including the various documents comprising the Basis of Design Documents, for any conflicts or ambiguities. Design-Builder and Owner will discuss and resolve any identified conflicts or ambiguities prior to execution of the Agreement.
3.2 The Contract Documents are intended to permit the parties to complete the Work and all obligations required by the Contract Documents within the Contract Time(s) for the Contract Price. The Contract Documents are intended to be complementary and interpreted in harmony so as to avoid conflict, with words and phrases interpreted in a manner consistent with construction and design industry standards. In the event inconsistencies, conflicts, or ambiguities between or among the Contract Documents are discovered after execution of the Agreement, Design-Builder and Owner shall attempt to resolve any ambiguity, conflict or inconsistency informally, recognizing that the Contract Documents shall take precedence in the order in which they are listed in Section 2.1 hereof. Conflicts existing within Section 2.1.2 shall be resolved by giving precedence first to the Deviation List, if any, then the Owner’s Project Criteria, and then the Design-Builder’s Proposal.
87 City of Torrance Standard Form of Agreement Between Owner and Design-Builder Page 3
3.3 Terms, words and phrases used in the Contract Documents, including this Agreement, shall have the meanings given them in the General Conditions of Contract.
3.4 If Owner’s Project Criteria contain design specifications, Design-Builder shall be entitled to reasonably rely on the accuracy of the information represented in such design specifications and their compatibility with other information set forth in Owner’s Project Criteria, including any performance specifications.
3.5 The Contract Documents form the entire agreement between Owner and Design-Builder and by incorporation herein are as fully binding on the parties as if repeated herein. No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents.
Article 4
Ownership of Work Product
4.1 Work Product. All drawings, specifications and other documents and electronic data, including such documents identified in the General Conditions of Contract, furnished by Design-Builder to Owner under this Agreement (“Work Product”) are deemed to be instruments of service and Design-Builder shall retain the ownership and property interests therein, including but not limited to any intellectual property rights, copyrights and/or patents, subject to the provisions set forth in Sections 4.2 through 4.5 below.
4.2 Owner’s Limited License Upon Project Completion and Payment in Full to Design-Builder.
Upon Owner’s payment in full for all Work performed under the Contract Documents, Design-Builder transfers to Owner all ownership and property interests, including but not limited to any intellectual property rights, copyrights and/or patents, in the Work Product. Such transfer is conditioned on Owner’s express understanding that its alteration of the Work Product without the involvement of Design-Builder is at Owner’s sole risk and without liability or legal exposure to Design-Builder or anyone working by or through Design- Builder, including Design Consultants of any tier (collectively the “Indemnified Parties”), and on the Owner’s obligations to provide the indemnity set forth in Section 4.5 below.
4.3 Owner’s Limited License upon Owner’s Termination for Convenience or Design-Builder’s Election to Terminate. If Owner terminates this Agreement for its convenience as set forth in Article 8 hereof, or if Design-Builder elects to terminate this Agreement in accordance with Section 11.4 of the General Conditions of Contract, Design-Builder shall, upon Owner’s payment in full of the amounts due Design-Builder under the Contract Documents, grant Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project, and Owner shall thereafter have the same rights as set forth in Section 4.2 above, conditioned on the following:
4.3.1 Use of the Work Product is at Owner’s sole risk without liability or legal exposure to any Indemnified Party and on the Owner’s obligation to provide the indemnity set forth in Section 4.5 below; and
4.3.2 Owner agrees to pay Design-Builder the additional sum of Zero Dollars ($ 0 ) as compensation for the right to use the Work Product to complete the Project and subsequently use the work Product in accordance with Section 4.2 if Owner resumes the Project through its employees, agents, or third parties.
4.4 Owner’s Limited License upon Design-Builder's Default. If this Agreement is terminated due to Design-Builder's default pursuant to Section 11.2 of the General Conditions of Contract, then Design- Builder grants Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project, and Owner shall thereafter have the same rights and obligations as set forth in Section
4.2 above. Notwithstanding the preceding sentence, if it is ultimately determined that Design-Builder was 88 City of Torrance Standard Form of Agreement Between Owner and Design-Builder Page 4 not in default, Owner shall be deemed to have terminated the Agreement for convenience, and Design- Builder shall be entitled to the rights and remedies set forth in Section 4.3 above.
4.5 Owner’s Indemnification for Use of Work Product. If Owner is required to indemnify any Indemnified Parties based on the use or alteration of the Work Product under any of the circumstances identified in this Article 4, Owner shall defend, indemnify and hold harmless such Indemnified Parties from and against any and all claims, damages, liabilities, losses and expenses, including attorneys’ fees, arising out of or resulting from the use or alteration of the Work Product.
Article 5
Contract Time
5.1 Date of Commencement. The Work shall commence within five (5) days of Design-Builder’s receipt of Owner’s Notice to Proceed (“Date of Commencement”) unless the parties mutually agree otherwise in writing.
5.2 Substantial Completion and Final Completion.
5.2.1 Substantial Completion of the entire Work shall be achieved no later than [INSERT COMPLETION DATE FOR PROJECT]
([INSERT TOTAL NUMBER OF DAYS BETWEEN START AND END OF PROJECT]) calendar days after the Date of Commencement (“Scheduled Substantial Completion Date”). [At the parties’ option, the following supplemental language may be inserted at the end of Section 5.2.1 if the Project is subject to a Temporary Certificate of Occupancy.] The parties agree that the definition for Substantial Completion set forth in Section 1.2.19 of the General Conditions of Contract is hereby modified to read as follows:
“Substantial Completion is the date on which the Work, or an agreed upon portion of the Work, is sufficiently complete in accordance with the Contract Documents so that Owner can occupy and use the Project or a portion thereof for its intended purposes, provided, however, that Substantial Completion shall be deemed to have been achieved no later than the date of issuance of a Temporary Certificate of Occupancy issued by the local building official.”
5.2.2 Interim milestones and/or Substantial Completion of identified portions of the Work (“Scheduled Interim Milestone Dates”) shall be achieved as follows: (Insert any interim milestones for portions of the Work with different scheduled dates for Substantial Completion.) [INSERT INTERIM PROJECT MILESTONES WITH BRIEF DESCRIPTION, IF ANY]
5.2.3 Final Completion of the Work or identified portions of the Work shall be achieved as expeditiously as reasonably practicable. Final Completion is the date when all Work is complete pursuant to the definition of Final Completion set forth in Section 1.2.8 of the General Conditions of Contract.
5.2.4 All of the dates set forth in this Article 5 (collectively the “Contract Time(s)”) shall be subject to adjustment in accordance with the General Conditions of Contract.
5.3 Time is of the Essence. Owner and Design-Builder mutually agree that time is of the essence with respect to the dates and times set forth in the Contract Documents. 89 City of Torrance Standard Form of Agreement Between Owner and Design-Builder Page 5
5.4 Liquidated Damages. Design-Builder understands that if Substantial Completion is not attained by the Scheduled Substantial Completion Date, Owner will suffer damages which are difficult to determine and accurately specify. Design-Builder agrees that if Substantial Completion is not attained by [INSERT COMPLETION DATE FOR PROJECT]
(INSERT TOTAL NUMBER OF DAYS BETWEEN START AND END OF PROJECT) days after the Scheduled Substantial Completion Date (the “LD Date”), Design-Builder shall pay Owner [INSERT LIQUIDATED DAMAGES AMOUNT, IF ANY] Dollars ($ [INSERT DOLLAR AMOUNT]) as liquidated damages for each day that Substantial Completion extends beyond the LD Date.
5.5 Any liquidated damages assessed pursuant to this Agreement shall be in lieu of all liability for any and all extra costs, losses, expenses, claims, penalties and any other damages, whether special or consequential, and of whatsoever nature incurred by Owner which are occasioned by any delay in achieving the Contract Time(s).
5.6 [The Parties may also desire to modify Section 8.2.2 of the General Conditions of Contract relative to compensability of delays that would cause the Contract Time(s) to be extended. In such case, the following option can be used.]
In addition to Design-Builder’s right to a time extension for those events set forth in Section 8.2.1 of the General Conditions of Contract, Design-Builder shall also be entitled to an appropriate adjustment of the Contract Price for those events set forth in Section 8.2.1 of the General Conditions of Contract, provided, however, for Force Majeure Events, Design-Builder shall only be entitled to an increase in the Contract Price if said events exceed 60 cumulative days. Said additional compensation shall be limited to the direct costs and expenses Design-Builder can demonstrate it has reasonably and actually incurred as a result of such event.
Article 6
Contract Price
6.1 Contract Price. Owner shall pay Design-Builder in accordance with Article 6 of the General Conditions of Contract the sum of [INSERT CONTRACT PRICE] Dollars ($ [INSERT DOLLAR AMOUNT]) (“Contract Price”), subject to adjustments made in accordance with the General Conditions of Contract. Unless otherwise provided in the Contract Documents, the Contract Price is deemed to include all sales, use, consumer and other taxes mandated by applicable Legal Requirements.
6.2 Markups for Changes. If the Contract Price requires an adjustment due to changes in the Work, and the cost of such changes is determined under Section 9.4.1 of the General Conditions of Contract, there shall be no additional reduction to account for Design-Builder’s Fee or any other markup.
6.3 Allowance Items and Allowance Values.
6.3.1 Any and all Allowance Items, as well as their corresponding Allowance Values, are set forth in an Exhibit hereto.
6.3.2 Design-Builder and Owner have worked together to review the Allowance Items and Allowance Values based on design information then available to determine that the Allowance Values constitute reasonable estimates for the Allowance Items. Design-Builder and Owner will continue working closely together during the preparation of the design to develop Construction Documents consistent with the Allowance Values. Nothing herein is intended in any way to constitute a guarantee by Design-Builder that the Allowance Item in question can be performed for the Allowance Value.
90 City of Torrance Standard Form of Agreement Between Owner and Design-Builder Page 6
6.3.3 No work shall be performed on any Allowance Item without Design-Builder first obtaining in writing advanced authorization to proceed from Owner. Owner agrees that if Design-Builder is not provided written authorization to proceed on an Allowance Item by the date set forth in the Project schedule, due to no fault of Design-Builder, Design-Builder may be entitled to an adjustment of the Contract Time(s) and Contract Price.
6.3.4 The Allowance Value for an Allowance Item includes the direct cost of labor, materials, equipment, transportation, taxes and insurance associated with the applicable Allowance Item. All other costs, including design fees, Design-Builder’s overall project management and general conditions costs, overhead and fee, are deemed to be included in the original Contract Price, and are not subject to adjustment, regardless of the actual amount of the Allowance Item.
6.3.5 Whenever the actual costs for an Allowance Item is more than or less than the stated Allowance Value, the Contract Price shall be adjusted accordingly by Change Order, subject to Section 6.3.4. The amount of the Change Order shall reflect the difference between actual costs incurred by Design-Builder for the particular Allowance Item and the Allowance Value.
Article 7
Procedure for Payment
7.1 Progress Payments.
7.1.1 Design-Builder shall submit to Owner on the Fifteenth (15th ) day of each month, beginning with the first month after the Date of Commencement, Design- Builder’s Application for Payment in accordance with Article 6 of the General Conditions of Contract.
7.1.2 Owner shall make payment within thirty (30) days after Owner’s receipt of each properly submitted and accurate Application for Payment in accordance with Article 6 of the General Conditions of Contract, but in each case less the total of payments previously made, and less amounts properly withheld under Section 6.3 of the General Conditions of Contract.
7.2 Retainage on Progress Payments.
7.2.1 Owner will retain Five percent ( 5 %) of each Application for Payment provided.
7.2.2 Within thirty (30) days after Substantial Completion of the entire Work or, if applicable, any portion of the Work, pursuant to Section 6.6 of the General Conditions of Contract, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to (a) the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion and (b) all other amounts Owner is entitled to withhold pursuant to Section 6.3 of the General Conditions of Contract.
7.3 Final Payment. Design-Builder shall submit its Final Application for Payment to Owner in accordance with Section 6.7 of the General Conditions of Contract. Owner shall make payment on Design- Builder’s properly submitted and accurate Final Application for Payment within thirty (30) days after Owner’s receipt of the Final Application for Payment, provided that Design-Builder has satisfied the requirements for final payment set forth in Section 6.7.2 of the General Conditions of Contract.
7.4 Record Keeping and Finance Controls. With respect to changes in the Work performed on a cost basis by Design-Builder pursuant to the Contract Documents, Design-Builder shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management, using accounting and control systems in accordance with generally accepted accounting principles and as may 91 City of Torrance Standard Form of Agreement Between Owner and Design-Builder Page 7 be provided in the Contract Documents. During the performance of the Work and for a period of three (3) years after Final Payment, Owner and Owner’s accountants shall be afforded access to, and the right to audit from time-to-time, upon reasonable notice, Design-Builder’s records, books, correspondence, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to changes in the Work performed on a cost basis in accordance with the Contract Documents, all of which Design-Builder shall preserve for a period of three (3) years after Final Payment. Such inspection shall take place at Design- Builder’s offices during normal business hours unless another location and time is agreed to by the parties.
Any multipliers or markups agreed to by the Owner and Design-Builder as part of this Agreement are only subject to audit to confirm that such multiplier or markup has been charged in accordance with this Agreement, with the composition of such multiplier or markup not being subject to audit.
Article 8
Termination for Convenience
8.1 If Design-Builder is terminated for convenience pursuant to Section 11.6 of the General Conditions of Contract, and the parties have agreed to a payment to Design-Builder in the case of such termination for convenience, Owner shall pay Design-Builder for the following in addition to the amount set forth in Section
11.6.1 of the General Conditions of Contract the fair and reasonable sums for overhead and profit on the sum of items set forth in Section 11.6.1 of the General Conditions of Contract.
8.2 In addition to the amounts set forth in Section 8.1 above and Section 11.6.1 of the General Conditions of Contract, Design-Builder shall be entitled to receive one of the following if the parties agree to an additional payment:
8.2.1 If Owner terminates this Agreement prior to commencement of construction, Design- Builder shall be paid Zero percent ( 0 %) of the remaining balance of the Contract Price.
8.2.2 If Owner terminates this Agreement after commencement of construction, Design-Builder shall be paid Zero percent ( 0 %) of the remaining balance of the Contract Price.
8.3 The total amount to be paid to Design-Builder, exclusive of costs described in Section 11.6.1.2 of the General Conditions of Contract, shall not exceed the Contract Price. [The following Article 9 should be used only if the Owner and Design-Builder agree to establish their respective representatives at the time the Agreement is executed rather than during the performance of the Project.]
Article 9
Representatives of the Parties
9.1 Owner’s Representatives.
9.1.1 Owner designates the individual(s) listed below as its Representative ("Owner’s Representative"), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual’s name, title, address and telephone numbers.)
92 City of Torrance Standard Form of Agreement Between Owner and Design-Builder Page 8 [INSERT NAME, TITLE, ADDRESS, AND TELEPHONE NUMBER FOR CITY’S REPRESENTATIVE(S)]
9.2 Design-Builder’s Representatives.
9.2.1 Design-Builder designates the individual(s) listed below as its Representative ("Design- Builder’s Representative"), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual’s name, title, address and telephone numbers.)
[INSERT NAME, TITLE, ADDRESS, AND TELEPHONE NUMBER FOR CONTRACTOR’S REPRESENTATIVE(S)]
Article 10
Bonds and Insurance
10.1 Insurance. Design-Builder and Owner shall procure the insurance coverages set forth in the Insurance Exhibit attached hereto and in accordance with Article 5 of the General Conditions of Contract.
10.2 Bonds and Other Performance Security. Design-Builder shall provide the following performance bond and labor and material payment bond or other performance security:
1. Performance Bond.
2. Payment Bond.
Article 11
Other Provisions
11.1 Other provisions, if any, are as follows: (Insert any additional provisions.)
11.2 FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such cause for failure to perform.
11.3 BUSINESS LICENSE
The Design-Builder must obtain a City of Torrance business license prior to the start of work under this Agreement, unless Design-Builder is qualified for an exemption.
11.4 PREVAILING WAGE
All Services rendered pursuant to this agreement must be provided in accordance with all ordinances, resolutions, statutes, rules, regulations, and laws of the City of Torrance and any Federal, State, or local governmental agency of competent jurisdiction. Design-Builder is aware of the requirements of California Labor Code Sections 1720, et seq., and 1770, et seq., as well as of California Code of Regulations, Title 8, Sections 1600, et seq., (collectively, the “Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “Public works” and “Maintenance” projects. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage 93 City of Torrance Standard Form of Agreement Between Owner and Design-Builder Page 9 Laws, and if the total compensation is ONE THOUSAND DOLLARS ($1,000) or more, Design- Builder agrees to fully comply with the Prevailing Wage Laws including, but not limited to, requirements related to the maintenance of payroll records and the employment of apprentices.
Pursuant to California Labor Code Section 1725.5, no contractor or subcontractor may be awarded a contract for public work on a “Public works” project unless registered with the California Department of Industrial Relations (“DIR”) at the time the contract is awarded. If the Services are being performed as part of an applicable “Public works” or “Maintenance” project, as defined by the Prevailing Wage Laws, this project is subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Design-Builder will maintain and will require all subcontractors to maintain valid and current DIR Public Works Contractor registration during the term of this Agreement. Design-Builder must notify Owner in writing immediately, and in no case more than twenty-four (24) hours, after receiving any information that Design-Builder’s or any of its subcontractor’s DIR registration status has been suspended, revoked, expired, or otherwise changed.
It is understood that it is the responsibility of Design-Builder to determine the correct salary scale.
Design-Builder will make copies of the prevailing rates of per diem wages for each craft, classification, or type of worker needed to execute the Services available to interested parties upon request, and post copies at Design-Builder’s principal place of business and at the project site, if any. The statutory penalties for failure to pay prevailing wage or to comply with State wage and hour laws will be enforced. Design-Builder must forfeit to Owner TWENTY FIVE DOLLARS ($25.00) per day for each worker who works in excess of the minimum working hours when Design- Builder does not pay overtime. In accordance with the provisions of Labor Code Sections 1810 et seq., eight (8) hours is the legal working day.
Design-Builder must also comply with State law requirements to maintain payroll records and must provide for certified records and inspection of records as required by California Labor Code Section 1770 et seq., including Section 1776. Design-Builder will defend (with counsel selected by Owner), indemnify, and hold Owner, its elected officials, officers, employees, and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It is agreed by the parties that, in connection with performance of the Services, including, without limitation, any and all “Public works” (as defined by the Prevailing Wage Laws), Design-Builder will bear all risks of payment or non-payment of prevailing wages under California law and/or the implementation of Labor Code Section 1781, as the same may be amended from time to time, and/or any other similar law. Design-Builder acknowledges and agrees that it will be independently responsible for reviewing the applicable laws and regulations and effectuating compliance with those laws. Design-Builder will require the same of all subcontractors.
11.5 CONFLICT OF INTEREST
11.5.1 No officer or employee of the Owner may have any financial interest, direct or indirect, in this Agreement, nor may any officer or employee participate in any decision relating to the Agreement that affects the officer or employee’s financial interest or the financial interest of any corporation, partnership or association in which the officer or employee is, directly or indirectly interested, in violation of any law, rule or regulation.
11.5.2 No person may offer, give, or agree to give any officer or employee or former officer or employee, nor may any officer or employee solicit, demand, accept, or agree to accept from another person, a gratuity or an offer of employment in connection with any decision, approval, disapproval, recommendation, preparation or any part of a program requirement or a purchase request, influencing the content of any specification or procurement standard, rendering of advice, investigation, auditing, or in any other advisory capacity in any way pertaining to any program requirement, contract or subcontract, or to any solicitation or proposal.
94 City of Torrance Standard Form of Agreement Between Owner and Design-Builder Page 10
11.1.6 COMPLIANCE WITH STATUES AND REGULATIONS
Design-Builder will be knowledgeable of and will comply with all applicable federal, state, county and city statutes, rules, regulations, ordinances and orders.
11.1.7 PUBLIC RECORDS ACT
Any documents submitted by the CONTRACTOR; all information obtained in connection with the CITY’s right to audit and inspect the CONTRACTOR’s documents, books, and accounting records pursuant to paragraph 14 Contractor’s Accounting Records; Other Project Records; as well as those documents which were required to be submitted in response to the Bid used in the solicitation process for this Contract, become the exclusive property of the City. All such documents become a matter of public record and shall be regarded as public records. Exceptions will be those elements in the California Government Code Section 7920.000 et seq. (Public Records Act) and which are marked “trade secret”, “confidential”, or “proprietary”. The CITY shall not in any way be liable or responsible for the disclosure of any such records including, without limitation, those so marked, if disclosure is required by law, or by an order issued by a court of competent jurisdiction.
In the event the CITY is required to defend an action on a Public Records Act request for any of the aforementioned documents, information, books, records, and/or contents of a proposal marked “trade secret”, “confidential”, or “proprietary”, the CONTRACTOR agrees to defend and indemnify the CITY from all costs and expenses, including reasonable attorney’s fees, in action or liability arising under the Public Records Act.
95 City of Torrance Standard Form of Agreement Between Owner and Design-Builder Page 11 In executing this Agreement, Owner and Design-Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Agreement, and each has the necessary corporate approvals to execute this Agreement, and perform the services described herein.
OWNER: DESIGN-BUILDER:
(Name of Owner) (Name of Design-Builder)
(Signature) (Signature)
(Printed Name) (Printed Name)
(Title) (Title)
Date: Date:
ATTORNEY APPROVAL AS TO FORM
On BEHALF OF:
Patrick Q. Sullivan
City Attorney
(Signature)
(Printed Name)
(Title)
Date:
96 City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder
Article 1
General
1.1 Mutual Obligations.
1.1.1 Owner and Design-Builder commit at all times to cooperate fully with each other and proceed on the basis of trust and good faith, to permit each party to realize the benefits afforded under the Contract Documents.
1.2 Basic Definitions.
1.2.1 Agreement refers to the executed contract between Owner and Design-Builder entitled City of Torrance Standard Form of Agreement Between Owner and Design-Builder.
1.2.2 Basis of Design Documents consist of Owner’s Project Criteria, Design-Builder’s Proposal, and the Deviation List, if any.
1.2.3 Construction Documents are the documents, consisting of Drawings and Specifications, to be prepared or assembled by Design-Builder consistent with the Basis of Design Documents unless a deviation from the Basis of Design Documents is specifically set forth in a Change Order executed by both Owner and Design-Builder, as part of the design review process contemplated by Section
2.4 of these General Conditions of Contract.
1.2.4 Day or Days shall mean calendar days unless otherwise specifically noted in the Contract Documents.
1.2.5 Design-Build Team is comprised of Design-Builder, Design Consultant, and key Subcontractors identified by Design-Builder.
1.2.6 Design Consultant is a qualified, licensed design professional who is not an employee of Design-Builder, but is retained by Design-Builder, or employed or retained by anyone under contract with Design-Builder, to furnish design services required under the Contract Documents. A Design Sub-Consultant is a qualified, licensed design professional who is not an employee of Design Consultant but is retained by Design Consultant or employed or retained by anyone under contract to Design Consultant, to furnish design services required under the Contract Documents.
1.2.7 Design Submission means any and all documents, shop drawings, electronic information, including computer programs and computer generated materials, data, plans, drawings, sketches, illustrations, specifications, descriptions, models, and other information developed, prepared, furnished, delivered or required to be delivered by, or for, Design-Builder.
1.2.8 Final Completion is the date on which all Work is complete in accordance with the Contract Documents, including but not limited to, any items identified in the punch list prepared under Section 6.6.1 and the submission of all documents set forth in Section 6.7.2.
1.2.9 Force Majeure Events are those events that are beyond the control of both Design-Builder and Owner, including the events of war, floods, labor disputes, earthquakes, epidemics, adverse weather conditions not reasonably anticipated, and other acts of God.
1.2.10 General Conditions of Contract refer to these City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder. 97 City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder Page 1
1.2.11 Hazardous Conditions are any materials, wastes, substances and chemicals deemed to be hazardous under applicable Legal Requirements, or the handling, storage, remediation, or disposal of which are regulated by applicable Legal Requirements.
1.2.12 Legal Requirements are all applicable federal, state and local laws, codes, ordinances, rules, regulations, orders and decrees of any government or quasi-government entity having jurisdiction over the Project or Site, the practices involved in the Project or Site, or any Work.
1.2.13 Owner’s Project Criteria are developed by or for Owner to describe Owner’s program requirements and objectives for the Project, including use, space, price, time, site and expandability requirements, as well as submittal requirements and other requirements governing Design- Builder’s performance of the Work. Owner’s Project Criteria may include conceptual documents, design criteria, design performance specifications, design specifications, and LEED ® or other sustainable design criteria and other Project-specific technical materials and requirements.
1.2.14 Site is the land or premises on which the Project is located.
1.2.15 Subcontractor is any person or entity retained by Design-Builder as an independent contractor to perform a portion of the Work and shall include materialmen and suppliers.
1.2.16 Sub-Subcontractor is any person or entity retained by a Subcontractor as an independent contractor to perform any portion of a Subcontractor’s Work and shall include materialmen and suppliers.
1.2.17 Substantial Completion or Substantially Complete means the date on which the Work, or an agreed upon portion of the Work, is sufficiently complete in accordance with the Contract Documents so that Owner can occupy and use the Project or a portion thereof for its intended purposes.
1.2.18 Work is comprised of all Design-Builder’s design, construction and other services required by the Contract Documents, including procuring and furnishing all materials, equipment, services and labor reasonably inferable from the Contract Documents.
Article 2
Design-Builder’s Services and Responsibilities
2.1 General Services.
2.1.1 Design-Builder’s Representative shall be reasonably available to Owner and shall have the necessary expertise and experience required to supervise the Work. Design-Builder’s Representative shall communicate regularly with Owner and shall be vested with the authority to act on behalf of Design-Builder. Design-Builder’s Representative may be replaced only with the mutual agreement of Owner and Design-Builder.
2.1.2 Unless the parties agree on a different time period for submission of a status report, Design-Builder shall provide Owner with a monthly status report detailing the progress of the Work, including (i) whether the Work is proceeding according to schedule; (ii) whether discrepancies, conflicts, or ambiguities exist in the Contract Documents that require resolution; (iii) whether health and safety issues exist in connection with the Work; and (iv) other items that require resolution so as not to jeopardize Design-Builder’s ability to complete the Work for the Contract Price and within the Contract Time(s). Status reports shall be submitted with Design-Builder’s draft Payment Applications as a pre-requisite to payment.
2.1.3 Unless a schedule for the execution of the Work has been attached to the Agreement as 98 City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder Page 2 an exhibit at the time the Agreement is executed, Design-Builder shall prepare and submit, at least five (5) days prior to the meeting contemplated by Section 2.1.4 hereof, a schedule for the execution of the Work for Owner’s review and response. The schedule shall indicate the dates for the start and completion of the various stages of Work, including the dates when Owner information and approvals are required to enable Design-Builder to achieve the Contract Time(s). The schedule shall be revised as required by conditions and progress of the Work, but such revisions shall not relieve Design-Builder of its obligations to complete the Work within the Contract Time(s), as such dates may be adjusted in accordance with the Contract Documents. Owner’s review of, and response to, the schedule shall not be construed as relieving Design-Builder of its complete and exclusive control over the means, methods, sequences and techniques for executing the Work.
2.1.4 The parties will meet within thirty (30) days after execution of the Agreement to discuss issues affecting the administration of the Work and to implement the necessary procedures, including those relating to submittals and payment, to facilitate the ability of the parties to perform their obligations under the Contract Documents.
2.2 Design Professional Services.
2.2.1 Design-Builder shall, consistent with applicable state licensing laws, provide through qualified, licensed design professionals employed by Design-Builder, or procured from qualified, independent licensed Design Consultants, the necessary design services, including architectural, engineering and other design professional services, for the preparation of the required drawings, specifications and other design submittals to permit Design-Builder to complete the Work consistent with the Contract Documents. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Design Consultant.
2.2.2 Design-Builder shall employ only Design Consultants and/or Design Subconsultants who are duly licensed and qualified to perform the Work consistent with the Contract Documents. Prior to the date that Design Consultants and/or Design Subconsultants perform Work on the Project, Design-Builder shall identify in writing to Owner all Design Consultants and Design Subconsultants.
To the extent that Design-Builder has not selected a Design Consultant or Design Subconsultant prior to performing the Work, Design-Builder shall provide Owner in writing a list of any subsequently added Design Consultants and/or Design Subconsultants and their scope of Work prior to their performing Work on the Project. Owner may reasonably object to Design-Builder’s selection of any Design Consultant or Design Subconsultant, provided that the Contract Price and/or Contract Time(s) shall be adjusted to the extent that Owner’s decision impacts Design- Builder’s cost and/or time of performance. Design-Builder shall not substitute a listed Design Consultant or Subconsultant without obtaining Owner’s prior written consent; such consent shall not be unreasonably withheld. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Design Consultant or Design Subconsultant, including but not limited to any third-party beneficiary rights.
2.3 Standard of Care for Design Professional Services.
2.3.1 The standard of care for all design professional services performed to execute the Work shall be the care and skill ordinarily used by members of the applicable profession practicing under similar conditions at the same time and locality of the Project.
2.4 Design Development Services.
2.4.1 Design-Builder and Owner shall, consistent with any applicable provision of the Contract Documents, agree upon any interim Design Submissions that Owner may wish to review, which interim Design Submissions may include design criteria, drawings, diagrams and specifications setting forth the Project requirements.
2.4.1.1 Design Submissions shall be consistent with the Owner’s Project Criteria as well as the Basis of Design Documents, as the Basis of Design Documents may have been 99 City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder Page 3 changed or supplemented through the design process set forth in this Section 2.4.1. By submitting Design Submissions, Design-Builder represents to the Owner that the Work depicted and otherwise shown, contained, or reflected in Design Submissions may be constructed in compliance with the then current Contract Price and Contract Time.
Notwithstanding the above, Design-Builder may propose Design Submissions that may alter the Basis of Design Documents, the Contract Price and/or Contract Time; however, Design-Builder must provide notice thereof in accordance with Article 10 of the General Conditions and obtain a Change Order before such proposed Design Submissions are incorporated into the Construction Documents.
2.4.1.2 On or about the time of the Design Submissions, Design-Builder and Owner shall meet and confer about the Design Submissions, with Design-Builder identifying during such meetings, among other things, the evolution of the design and any changes to the Basis of Design Documents, or, if applicable, previously submitted Design Submissions.
Changes to the Basis of Design Documents, including those that are deemed minor changes under Section 9.3.1, shall be processed in accordance with Article 9. Minutes of the meetings, including a full listing of all changes, will be maintained by Design-Builder and provided to all attendees for review. Following the design review meeting, Owner shall review and approve the interim Design Submissions and meeting minutes in a time that is consistent with the turnaround times set forth in Design-Builder’s schedule.
2.4.1.3 Owner shall review and respond to Design Submissions, providing any comments and/or concerns about the Design Submissions. Owner shall provide all comments on the Design Submissions within the time provided by the Contract Documents. Design-Builder shall revise the Design Submissions (and any other deliverables) in response to Owner’s comments and incorporate said responses into the next submission of Design Submissions.
2.4.1.4 If incorporation of Owner’s comments results in a design that is inconsistent with or otherwise gives rise to a change in Owner’s Project Criteria, the Basis of Design Documents, the Contract Price and/or the Contract Time, Design-Builder shall provide notice thereof in accordance with Articles 9 and 10 of the General Conditions. Changes to the Basis of Design Documents, the Contract Price and/or the Contract Time, including those that are deemed minor changes, shall be processed in accordance with Article 9 of the General Conditions.
2.4.2 Design-Builder shall submit to Owner Construction Documents setting forth in detail drawings and specifications describing the requirements for construction of the Work. The Construction Documents shall be consistent with the latest set of interim Design Submissions, as such submissions may have been modified in a design review meeting and recorded in the meeting minutes. The parties shall have a design review meeting to discuss, and Owner shall review and approve, the Construction Documents in accordance with the procedures set forth in Section 2.4.1 above. Design-Builder shall proceed with construction in accordance with the approved Construction Documents and shall submit one set of approved Construction Documents to Owner prior to commencement of construction.
2.4.3 Owner’s review and approval of interim Design Submissions, meeting minutes, and the Construction Documents is for the purpose of mutually establishing a conformed set of Contract Documents compatible with the requirements of the Work. Neither Owner’s review nor approval of any interim Design Submissions, meeting minutes, and Construction Documents shall be deemed to transfer any design liability from Design-Builder to Owner. Design-Builder shall provide Owner with sufficient time in the Project Schedule to review and approve the Design Submissions.
2.4.4 To the extent not prohibited by the Contract Documents or Legal Requirements, Design- Builder may prepare interim Design Submissions and Construction Documents for a portion of the Work to permit construction to proceed on that portion of the Work prior to completion of the Construction Documents for the entire Work.
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2.5 Legal Requirements.
2.5.1 Design-Builder shall perform the Work in accordance with all Legal Requirements and shall provide all notices applicable to the Work as required by the Legal Requirements.
2.5.2 The Contract Price and/or Contract Time(s) shall be adjusted to compensate Design- Builder for the effects of any changes in the Legal Requirements enacted after the date of the Agreement affecting the performance of the Work, or if a Guaranteed Maximum Price is established after the date of the Agreement, the date the parties agree upon the Guaranteed Maximum Price.
Such effects may include, without limitation, revisions Design-Builder is required to make to the Construction Documents because of changes in Legal Requirements.
2.6 Government Approvals and Permits.
2.6.1 Except as identified in an Owner’s Permit List attached as an exhibit to the Agreement, Design-Builder shall obtain and pay for all necessary permits, approvals, licenses, government charges and inspection fees required for the prosecution of the Work by any government or quasi- government entity having jurisdiction over the Project.
2.6.2 Design-Builder shall provide reasonable assistance to Owner in obtaining those permits, approvals and licenses that are Owner’s responsibility.
2.7 Design-Builder’s Construction Phase Services.
2.7.1 Unless otherwise provided in the Contract Documents to be the responsibility of Owner or a separate contractor, Design-Builder shall provide through itself or Subcontractors the necessary supervision, labor, inspection, testing, start-up, material, equipment, machinery, temporary utilities and other temporary facilities to permit Design-Builder to complete construction of the Project consistent with the Contract Documents.
2.7.2 Design-Builder shall perform all construction activities efficiently and with the requisite expertise, skill and competence to satisfy the requirements of the Contract Documents. Design- Builder shall at all times exercise complete and exclusive control over the means, methods, sequences and techniques of construction.
2.7.3 Design-Builder shall employ only Subcontractors who are duly licensed and qualified to perform the Work consistent with the Contract Documents. Prior to the date that Subcontractors perform Work on the Project, Design-Builder shall identify in writing to Owner all Subcontractors.
To the extent that Design-Builder has not selected a Subcontractor prior to performing the Work, Design-Builder shall provide Owner in writing a list of any subsequently added Subcontractors prior to their performing Work on the Project. Owner may reasonably object to Design-Builder’s selection of any Subcontractor, provided that the Contract Price and/or Contract Time(s) shall be adjusted to the extent that Owner’s decision impacts Design-Builder’s cost and/or time of performance.
Design-Builder may not substitute listed Subcontractors without Owner’s prior written consent; such consent shall not be unreasonably withheld.
2.7.4 Design-Builder assumes responsibility to Owner for the proper performance of the Work of Subcontractors and any acts and omissions in connection with such performance. Nothing in the Contract Documents is intended or deemed to create any legal or contractual relationship between Owner and any Subcontractor or Sub-Subcontractor, including but not limited to any third-party beneficiary rights.
2.7.5 Design-Builder shall coordinate the activities of all Subcontractors. If Owner performs other work on the Project or at the Site with separate contractors under Owner’s control, Design-Builder agrees to reasonably cooperate and coordinate its activities with those of such separate contractors so that the Project can be completed in an orderly and coordinated manner without unreasonable disruption.
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2.7.6 Design-Builder shall keep the Site reasonably free from debris, trash and construction wastes to permit Design-Builder to perform its construction services efficiently, safely and without interfering with the use of adjacent land areas. Upon Substantial Completion of the Work, or a portion of the Work, Design-Builder shall remove all debris, trash, construction wastes, materials, equipment, machinery and tools arising from the Work or applicable portions thereof to permit Owner to occupy the Project or a portion of the Project for its intended use.
2.8 Design-Builder’s Responsibility for Project Safety.
2.8.1 Design-Builder recognizes the importance of performing the Work in a safe manner so as to prevent damage, injury or loss to (i) all individuals at the Site, whether working or visiting; (ii) the Work, including materials and equipment incorporated into the Work or stored on-Site or off-Site; and (iii) all other property at the Site or adjacent thereto. Design-Builder assumes responsibility for implementing and monitoring all safety precautions and programs related to the performance of the Work. Design-Builder shall, prior to commencing construction, designate a Safety Representative with the necessary qualifications and experience to supervise the implementation and monitoring of all safety precautions and programs related to the Work. Unless otherwise required by the Contract Documents, Design-Builder’s Safety Representative shall be an individual stationed at the Site who may have responsibilities on the Project in addition to safety. The Safety Representative shall make routine daily inspections of the Site and shall hold weekly safety meetings with Design- Builder’s personnel, Subcontractors and others as applicable.
2.8.2 Design-Builder and Subcontractors shall comply with all Legal Requirements relating to safety, as well as any Owner-specific safety requirements set forth in the Contract Documents, provided that such Owner-specific requirements do not violate any applicable Legal Requirement.
Design-Builder will immediately report in writing any safety-related injury, loss, damage or accident arising from the Work to Owner’s Representative and, to the extent mandated by Legal Requirements, to all government or quasi-government authorities having jurisdiction over safety- related matters involving the Project or the Work.
2.8.3 Design-Builder’s responsibility for safety under this Section 2.8 is not intended in any way to relieve Subcontractors and Sub-Subcontractors of their own contractual and legal obligations and responsibility for (i) complying with all Legal Requirements, including those related to health and safety matters; and (ii) taking all necessary measures to implement and monitor all safety precautions and programs to guard against injuries, losses, damages or accidents resulting from their performance of the Work.
2.9 Design-Builder’s Warranty.
2.9.1 Design-Builder warrants to Owner that the construction, including all materials and equipment furnished as part of the construction, shall be new unless otherwise specified in the Contract Documents, of good quality, in conformance with the Contract Documents and free of defects in materials and workmanship. Design-Builder’s warranty obligation excludes defects caused by abuse, alterations, or failure to maintain the Work in a commercially reasonable manner.
Nothing in this warranty is intended to limit any manufacturer’s warranty which provides Owner with greater warranty rights than set forth in this Section 2.9 or the Contract Documents. Design-Builder will provide Owner with all manufacturers’ warranties upon Substantial Completion.
2.10 Correction of Defective Work.
2.10.1 Design-Builder agrees to correct any Work that is found to not be in conformance with the Contract Documents, including that part of the Work subject to Section 2.9 hereof, within a period of one year from the date of Substantial Completion of the Work or any portion of the Work, or within such longer period to the extent required by any specific warranty included in the Contract Documents.
2.10.2 Design-Builder shall, within seven (7) days of receipt of written notice from Owner that the 102
City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder Page 6 Work is not in conformance with the Contract Documents, take meaningful steps to commence correction of such nonconforming Work, including the correction, removal or replacement of the nonconforming Work and any damage caused to other parts of the Work affected by the nonconforming Work. If Design-Builder fails to commence the necessary steps within such seven (7) day period, Owner, in addition to any other remedies provided under the Contract Documents, may provide Design-Builder with written notice that Owner will commence correction of such nonconforming Work with its own forces. If Owner does perform such corrective Work, Design- Builder shall be responsible for all reasonable costs incurred by Owner in performing such correction. If the nonconforming Work creates an emergency requiring an immediate response, the seven (7) day period identified herein shall be deemed inapplicable.
2.10.3 The one-year period referenced in Section 2.10.1 above applies only to Design-Builder’s obligation to correct nonconforming Work and is not intended to constitute a period of limitations for any other rights or remedies Owner may have regarding Design-Builder’s other obligations under the Contract Documents.
Article 3
Owner’s Services and Responsibilities
3.1 Duty to Cooperate.
3.1.1 Owner shall, throughout the performance of the Work, cooperate with Design-Builder and perform its responsibilities, obligations and services in a timely manner to facilitate Design-Builder’s timely and efficient performance of the Work and so as not to delay or interfere with Design- Builder’s performance of its obligations under the Contract Documents.
3.1.2 Owner shall provide timely reviews and approvals of interim Design Submissions and Construction Documents consistent with the turnaround times set forth in Design-Builder’s schedule.
3.1.3 Owner shall give Design-Builder timely notice of any Work that Owner notices to be defective or not in compliance with the Contract Documents.
3.2 Furnishing of Services and Information.
3.2.1 Unless expressly stated to the contrary in the Contract Documents, Owner shall provide, at its own cost and expense, for Design-Builder’s information and use the following, all of which Design-Builder is entitled to rely upon in performing the Work:
3.2.1.1 Surveys describing the property, boundaries, topography and reference points for use during construction, including existing service and utility lines;
3.2.1.2 Geotechnical studies describing subsurface conditions, and other surveys describing other latent or concealed physical conditions at the Site;
3.2.1.3 Temporary and permanent easements, zoning and other requirements and encumbrances affecting land use, or necessary to permit the proper design and construction of the Project and enable Design-Builder to perform the Work;
3.2.1.4 A legal description of the Site;
3.2.1.5 To the extent available, record drawings of any existing structures at the Site; and 103
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3.2.1.6 To the extent available, environmental studies, reports and impact statements describing the environmental conditions, including Hazardous Conditions, in existence at the Site.
3.2.2 Owner is responsible for securing and executing all necessary agreements with adjacent land or property owners that are necessary to enable Design-Builder to perform the Work. Owner is further responsible for all costs, including attorneys’ fees, incurred in securing these necessary agreements.
3.3 Financial Information.
3.3.1 At Design-Builder’s written request, Owner shall promptly furnish reasonable evidence satisfactory to Design-Builder that Owner has adequate funds available and committed to fulfill all of Owner’s contractual obligations under the Contract Documents. If Owner fails to furnish such financial information in a timely manner, Design-Builder may stop Work under Section 11.3 hereof or exercise any other right permitted under the Contract Documents.
3.3.2 Design-Builder shall cooperate with the reasonable requirements of Owner’s lenders or other financial sources. Notwithstanding the preceding sentence, after execution of the Agreement Design-Builder shall have no obligation to execute for Owner or Owner’s lenders or other financial sources any documents or agreements that require Design-Builder to assume obligations or responsibilities greater than those existing obligations Design-Builder has under the Contract Documents.
3.4 Owner’s Representative.
3.4.1 Owner’s Representative shall be responsible for providing Owner-supplied information and approvals in a timely manner to permit Design-Builder to fulfill its obligations under the Contract Documents. Owner’s Representative shall also provide Design-Builder with prompt notice if it observes any failure on the part of Design-Builder to fulfill its contractual obligations, including any errors, omissions or defects in the performance of the Work. Owner’s Representative shall communicate regularly with Design-Builder and shall be vested with the authority to act on behalf of Owner.
3.5 Government Approvals and Permits.
3.5.1 Owner shall obtain and pay for all necessary permits, approvals, licenses, government charges and inspection fees set forth in Owner’s Permit List attached as an exhibit to the Agreement.
3.5.2 Owner shall provide reasonable assistance to Design-Builder in obtaining those permits, approvals and licenses that are Design-Builder’s responsibility.
3.6 Owner’s Separate Contractors.
3.6.1 Owner is responsible for all work performed on the Project or at the Site by separate contractors under Owner’s control. Owner shall contractually require its separate contractors to cooperate with and coordinate their activities so as not to interfere with Design-Builder in order to enable Design-Builder to timely complete the Work consistent with the Contract Documents. 104
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Hazardous Conditions and Differing Site Conditions
4.1 Hazardous Conditions.
4.1.1 Unless otherwise expressly provided in the Contract Documents to be part of the Work, Design-Builder is not responsible for any Hazardous Conditions encountered at the Site. Upon encountering any Hazardous Conditions, Design-Builder will stop Work immediately in the affected area and duly notify Owner and, if required by Legal Requirements, all government or quasi-government entities with jurisdiction over the Project or Site.
4.1.2 Upon receiving notice of the presence of suspected Hazardous Conditions, Owner shall take the necessary measures required to ensure that the Hazardous Conditions are remediated or rendered harmless. Such necessary measures shall include Owner retaining qualified independent experts to (i) ascertain whether Hazardous Conditions have actually been encountered, and, if they have been encountered, (ii) prescribe the remedial measures that Owner must take either to remove the Hazardous Conditions or render the Hazardous Conditions harmless.
4.1.3 Design-Builder shall be obligated to resume Work at the affected area of the Project only after Owner’s expert provides it with written certification that (i) the Hazardous Conditions have been removed or rendered harmless; and (ii) all necessary approvals have been obtained from all government and quasi-government entities having jurisdiction over the Project or Site.
4.1.4 Design-Builder will be entitled, in accordance with these General Conditions of Contract, to an adjustment in its Contract Price and/or Contract Time(s) to the extent Design-Builder’s cost and/or time of performance have been adversely impacted by the presence of Hazardous Conditions.
4.1.5 To the fullest extent permitted by law, Owner shall indemnify, defend and hold harmless Design-Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them, and their officers, directors, employees and agents, from and against any and all claims, losses, damages, liabilities and expenses, including reasonable attorneys’ fees and expenses, arising out of or resulting from the presence, removal or remediation of Hazardous Conditions at the Site.
4.1.6 Notwithstanding the preceding provisions of this Section 4.1, Owner is not responsible for Hazardous Conditions introduced to the Site by Design-Builder, Subcontractors or anyone for whose acts they may be liable. To the fullest extent permitted by law, Design-Builder shall indemnify, defend and hold harmless Owner and Owner’s officers, directors, employees and agents from and against all claims, losses, damages, liabilities and expenses, including attorneys’ fees and expenses, arising out of or resulting from those Hazardous Conditions introduced to the Site by Design-Builder, Subcontractors or anyone for whose acts they may be liable.
4.2 Differing Site Conditions.
4.2.1 Concealed or latent physical conditions or subsurface conditions at the Site that (i) materially differ from the conditions indicated in the Contract Documents or (ii) are of an unusual nature, differing materially from the conditions ordinarily encountered and generally recognized as inherent in the Work, are collectively referred to herein as “Differing Site Conditions.” If Design- Builder encounters a Differing Site Condition, Design-Builder will be entitled to an adjustment in the Contract Price and/or Contract Time(s) to the extent Design-Builder’s cost and/or time of performance are adversely impacted by the Differing Site Condition.
4.2.2 Upon encountering a Differing Site Condition, Design-Builder shall provide prompt written notice to Owner of such condition, which notice shall not be later than fourteen (14) days after such 105
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Article 5
Insurance and Bonds
5.1 Design-Builder’s Insurance Requirements.
5.1.1 Design-Builder is responsible for procuring and maintaining the insurance for the coverage amounts all as set forth in the Insurance Exhibit to the Agreement. Coverage shall be secured from insurance companies authorized to do business in the state in which the Project is located, and with a minimum rating set forth in the Agreement.
5.1.2 Design-Builder’s insurance shall specifically delete any design-build or similar exclusions that could compromise coverages because of the design-build delivery of the Project.
5.1.3 Prior to commencing any construction services hereunder, Design-Builder shall provide Owner with certificates evidencing that (i) all insurance obligations required by the Contract Documents are in full force and in effect and will remain in effect for the duration required by the Contract Documents; and (ii) no insurance coverage will be canceled, renewal refused, or materially changed unless at least thirty (30) days’ prior written notice is given to Owner. If any of the foregoing insurance coverages are required to remain in force after final payment is reasonably available, an additional certificate evidencing continuation of such coverage shall be submitted with the Final Application for Payment. If any information concerning reduction of coverage is not furnished by the insurer, it shall be furnished by Design-Builder with reasonable promptness according to Design-Builder’s information and belief.
5.2 Bonds and Other Performance Security.
5.2.1 If Owner requires Design-Builder to obtain performance and labor and material payment bonds, or other forms of performance security, the amount, form and other conditions of such security shall be as set forth in the Agreement.
5.2.2 All bonds furnished by Design-Builder shall be in a form satisfactory to Owner. The surety shall be a company qualified and registered to conduct business in the state in which the Project is located.
Article 6
Payment
6.1 Schedule of Values.
6.1.1 Unless required by Owner upon execution of this Agreement, within fifteen (15) days of execution of the Agreement, Design-Builder shall submit for Owner’s review and approval a schedule of values for all of the Work. The Schedule of Values will (i) subdivide the Work into its respective parts; (ii) include values for all items comprising the Work; and (iii) serve as the basis for monthly progress payments made to Design-Builder throughout the Work.
6.1.2 Owner will timely review and approve the schedule of values so as not to delay the submission of Design-Builder’s first application for payment. Owner and Design-Builder shall timely 106
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6.2 Monthly Progress Payments.
6.2.1 On or before the date established in the Agreement, Design-Builder shall submit for Owner’s review and approval its Application for Payment requesting payment for all Work performed as of the date of the Application for Payment. The Application for Payment shall be accompanied by all supporting documentation required by the Contract Documents and/or established at the meeting required by Section 2.1.4 hereof.
6.2.2 The Application for Payment may request payment for equipment and materials not yet incorporated into the Project, provided that (i) Owner is satisfied that the equipment and materials are suitably stored at either the Site or another acceptable location; (ii) the equipment and materials are protected by suitable insurance; and (iii) upon payment, Owner will receive the equipment and materials free and clear of all liens and encumbrances.
6.2.3 All discounts offered by Subcontractors, Sub-Subcontractors, and suppliers to Design- Builder for early payment shall accrue one hundred percent to Design-Builder to the extent Design- Builder advances payment. Unless Owner advances payment to Design-Builder specifically to receive the discount, Design-Builder may include in its Application for Payment the full undiscounted cost of the item for which payment is sought.
6.2.4 The Application for Payment shall constitute Design-Builder’s representation that the Work described therein has been performed consistent with the Contract Documents, has progressed to the point indicated in the Application for Payment, and that title to all Work will pass to Owner free and clear of all claims, liens, encumbrances, and security interests upon the incorporation of the Work into the Project, or upon Design-Builder’s receipt of payment, whichever occurs earlier.
6.3 Withholding of Payments.
6.3.1 On or before the date established in the Agreement, Owner shall pay Design-Builder all amounts properly due. If Owner determines that Design-Builder is not entitled to all or part of an Application for Payment as a result of Design-Builder’s failure to meet its obligations hereunder, it will notify Design-Builder in writing at least five (5) days prior to the date payment is due. The notice shall indicate the specific amounts Owner intends to withhold, the reasons and contractual basis for the withholding, and the specific measures Design-Builder must take to rectify Owner’s concerns. Design-Builder and Owner will attempt to resolve Owner’s concerns prior to the date payment is due. If the parties cannot resolve such concerns, Design-Builder may pursue its rights under the Contract Documents, including those under Article 10 hereof.
6.3.2 Notwithstanding anything to the contrary in the Contract Documents, Owner shall pay Design-Builder all undisputed amounts in an Application for Payment within the times required by the Agreement.
6.4 Right to Stop Work and Interest.
6.4.1 If Owner fails to pay timely Design-Builder any undisputed amount that becomes due, Design-Builder, in addition to all other remedies provided in the Contract Documents, may stop Work pursuant to Section 11.3 hereof. All payments due and unpaid shall bear interest at the rate set forth in the Agreement.
6.5 Design-Builder’s Payment Obligations.
6.5.1 Design-Builder will pay Design Consultants and Subcontractors, in accordance with its contractual obligations to such parties, all the amounts Design-Builder has received from Owner on account of their work. Design-Builder will impose similar requirements on Design Consultants 107
City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder Page 11 and Subcontractors to pay those parties with whom they have contracted. Design-Builder will indemnify and defend Owner against any claims for payment and mechanic’s liens as set forth in Section 7.3 hereof.
6.6 Substantial Completion.
6.6.1 Design-Builder shall notify Owner when it believes the Work, or to the extent permitted in the Contract Documents, a portion of the Work, is Substantially Complete. Within fifteen (15) days of Owner’s receipt of Design-Builder’s notice, Owner and Design-Builder will jointly inspect such Work to verify that it is Substantially Complete in accordance with the requirements of the Contract Documents. If such Work is Substantially Complete, Owner shall prepare and issue a Certificate of Substantial Completion that will set forth (i) the date of Substantial Completion of the Work or portion thereof; (ii) the remaining items of Work that have to be completed before final payment; (iii) provisions (to the extent not already provided in the Contract Documents) establishing Owner’s and Design-Builder’s responsibility for the Project’s security, maintenance, utilities and insurance pending final payment; and (iv) an acknowledgment that warranties commence to run on the date of Substantial Completion, except as may otherwise be noted in the Certificate of Substantial Completion.
6.6.2 Upon Substantial Completion of the entire Work or, if applicable, any portion of the Work, Owner shall release to Design-Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to the reasonable value of all remaining or incomplete items of Work as noted in the Certificate of Substantial Completion.
6.6.3 Owner, at its option, may use a portion of the Work which has been determined to be Substantially Complete, provided, however, that (i) a Certificate of Substantial Completion has been issued for the portion of Work addressing the items set forth in Section 6.6.1 above; (ii) Design- Builder and Owner have obtained the consent of their sureties and insurers, and to the extent applicable, the appropriate government authorities having jurisdiction over the Project; and (iii) Owner and Design-Builder agree that Owner’s use or occupancy will not interfere with Design- Builder’s completion of the remaining Work.
6.7 Final Payment.
6.7.1 After receipt of a Final Application for Payment from Design-Builder, Owner shall make final payment by the time required in the Agreement, provided that Design-Builder has achieved Final Completion.
6.7.2 At the time of submission of its Final Application for Payment, Design-Builder shall provide the following information:
6.7.2.1 An affidavit that there are no claims, obligations or liens outstanding or unsatisfied for labor, services, material, equipment, taxes or other items performed, furnished or incurred for or in connection with the Work which will in any way affect Owner’s interests;
6.7.2.2 A general release executed by Design-Builder waiving, upon receipt of final payment by Design-Builder, all claims, except those claims previously made in writing to Owner and remaining unsettled at the time of final payment;
6.7.2.3 Consent of Design-Builder’s surety, if any, to final payment;
6.7.2.4 All operating manuals, warranties and other deliverables required by the Contract Documents; and
6.7.2.5 Certificates of insurance confirming that required coverages will remain in effect consistent with the requirements of the Contract Documents. 108
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6.7.3 Deficiencies in the Work discovered after Substantial Completion, whether or not such deficiencies would have been included on the punch list if discovered earlier, shall be deemed warranty Work. Such deficiencies shall be corrected by Design-Builder under Sections 2.9 and
2.10 herein and shall not be a reason to withhold final payment from Design-Builder, provided, however, that Owner shall be entitled to withhold from the Final Payment the reasonable value of completion of such deficient work until such work is completed.
Article 7
Indemnification
7.1 Patent and Copyright Infringement.
7.1.1 Design-Builder shall defend any action or proceeding brought against Owner based on any claim that the Work, or any part thereof, or the operation or use of the Work or any part thereof, constitutes infringement of any United States patent or copyright, now or hereafter issued. Owner shall give prompt written notice to Design-Builder of any such action or proceeding and will reasonably provide authority, information and assistance in the defense of same. Design-Builder shall indemnify and hold harmless Owner from and against all damages and costs, including but not limited to attorneys’ fees and expenses awarded against Owner or Design-Builder in any such action or proceeding. Design-Builder agrees to keep Owner informed of all developments in the defense of such actions.
7.1.2 If Owner is enjoined from the operation or use of the Work, or any part thereof, as the result of any patent or copyright suit, claim, or proceeding, Design-Builder shall at its sole expense take reasonable steps to procure the right to operate or use the Work. If Design-Builder cannot so procure such right within a reasonable time, Design-Builder shall promptly, at Design-Builder’s option and at Design-Builder’s expense, (i) modify the Work so as to avoid infringement of any such patent or copyright; or (ii) replace said Work with Work that does not infringe or violate any such patent or copyright.
7.1.3 The obligations set forth in this Section 7.1 shall constitute the sole agreement between the parties relating to liability for infringement of violation of any patent or copyright.
7.2 Payment Claim Indemnification.
7.2.1 Design-Builder shall indemnify, defend and hold harmless Owner from any claims or mechanic’s liens brought against Owner or against the Project as a result of the failure of Design- Builder, or those for whose acts it is responsible, to pay for any services, materials, labor, equipment, taxes or other items or obligations furnished or incurred for or in connection with the Work. Within five (5) days of receiving written notice from Owner that such a claim or mechanic’s lien has been filed, Design-Builder shall commence to take the steps necessary to discharge said claim or lien, including, if necessary, the furnishing of a mechanic’s lien bond. If Design-Builder fails to do so, Owner will have the right to discharge the claim or lien and hold Design-Builder liable for costs and expenses incurred, including attorneys’ fees.
7.3 Design-Builder’s General Indemnification.
7.3.1 Except as set forth in Section 7.4.2 below, Design-Builder, to the fullest extent permitted by law, shall indemnify, hold harmless and defend Owner, its officers, directors, and employees from and against claims, losses, damages, liabilities, including attorneys’ fees and expenses, for non-party bodily injury, sickness or death and non-party property damage or destruction (other than to the Work itself) but only to the extent resulting from the negligent acts or omissions of Design- Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable.
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7.3.2 For indemnity obligations that arise from professional errors and omissions, Design- Builder, to the fullest extent permitted by law, shall indemnify Owner, its officers, directors, and employees from and against claims, losses, damages, liabilities, including attorneys’ fees and expenses, for non-party bodily injury, sickness, or death and non-party property damage or destruction (other than to the Work itself) but only to the extent resulting from the negligent acts or omissions of Design-Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable.
7.3.3 If an employee of Design-Builder, Design Consultants, Subcontractors, anyone employed directly or indirectly by any of them or anyone for whose acts any of them may be liable has a claim against Owner, its officers, directors, employees, or agents, Design-Builder’s indemnity obligations set forth in Sections 7.4.1 and 7.4.2 above shall not be limited by any limitation on the amount of damages, compensation or benefits payable by or for Design-Builder, Design Consultants, Subcontractors, or other entity under any employee benefit acts, including workers’ compensation or disability acts.
7.4 Limited Recourse.
7.4.1 None of the obligations set forth in this Agreement (on behalf of any party) constitute personal obligations of any natural persons who are the officers, shareholders, members, partners, employees, or agents of any party unless the natural person is expressly identified as a contracting party. All Parties to this Agreement shall not seek recourse against any natural person described herein. This provision, however, shall not protect such natural persons from liability for willful misconduct, illegal acts or intentional violation of any duty of corporate loyalty.
Article 8
Time
8.1 Obligation to Achieve the Contract Times.
8.1.1 Design-Builder agrees that it will commence performance of the Work and achieve the Contract Time(s) in accordance with Article 5 of the Agreement.
8.2 Delays to the Work.
8.2.1 If Design-Builder is delayed on the critical path in the performance of the Work due to acts, omissions, conditions, events, or circumstances beyond its control and due to no fault of its own or those for whom Design-Builder is responsible, the Contract Time(s) for performance shall be reasonably extended by Change Order. By way of example, events that will entitle Design-Builder to an extension of the Contract Time(s) include acts or omissions of Owner or anyone under Owner’s control (including separate contractors), changes in the Work, Differing Site Conditions, Hazardous Conditions, and Force Majeure Events.
8.2.2 In addition to Design-Builder’s right to a time extension for those events set forth in Section
8.2.1 above, Design-Builder shall also be entitled to an appropriate adjustment of the Contract Price provided, however, that the Contract Price shall not be adjusted for Force Majeure Events unless otherwise provided in the Agreement.
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Changes to the Contract Price and Time
9.1 Change Orders.
9.1.1 A Change Order is a written instrument issued after execution of the Agreement signed by Owner and Design-Builder, stating their agreement upon all of the following:
9.1.1.1 The scope of the change in the Work;
9.1.1.2 The amount of the adjustment to the Contract Price; and
9.1.1.3 The extent of the adjustment to the Contract Time(s).
9.1.2 All changes in the Work authorized by applicable Change Order shall be performed under the applicable conditions of the Contract Documents. Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for such changes.
9.2 Work Change Directives.
9.2.1 A Work Change Directive is a written order prepared and signed by Owner directing a change in the Work prior to agreement on an adjustment in the Contract Price and/or the Contract Time(s).
9.2.2 Owner and Design-Builder shall negotiate in good faith and as expeditiously as possible the appropriate adjustments for the Work Change Directive. Upon reaching an agreement, the parties shall prepare and execute an appropriate Change Order reflecting the terms of the agreement.
9.3 Minor Changes in the Work.
9.3.1 Minor changes in the Work do not involve an adjustment in the Contract Price and/or Contract Time(s) and do not materially and adversely affect the Work, including the design, quality, performance and workmanship required by the Contract Documents. Design-Builder may make minor changes in the Work consistent with the intent of the Contract Documents, provided, however, that Design-Builder shall promptly inform Owner, in writing, of any such changes and record such changes on the documents maintained by Design-Builder.
9.4 Contract Price Adjustments.
9.4.1 The increase or decrease in Contract Price resulting from a change in the Work shall be determined by one or more of the following methods:
9.4.1.1 Unit prices set forth in the Agreement or as subsequently agreed to between the parties;
9.4.1.2 A mutually accepted lump sum, properly itemized and supported by sufficient substantiating data to permit evaluation by Owner;
9.4.1.3 Costs, fees and any other markups set forth in the Agreement; or
9.4.1.4 If an increase or decrease cannot be agreed to as set forth in items 9.4.1.1 through
9.4.1.3 above and Owner issues a Work Change Directive, the cost of the change of the Work shall be determined by the reasonable expense and savings in the performance of the Work resulting from the change, including a reasonable overhead and profit, as may 111
City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder Page 15 be set forth in the Agreement.
9.4.2 If unit prices are set forth in the Contract Documents or are subsequently agreed to by the parties, but application of such unit prices will cause substantial inequity to Owner or Design-Builder because of differences in the character or quantity of such unit items as originally contemplated, such unit prices shall be equitably adjusted.
9.4.3 If Owner and Design-Builder disagree upon whether Design-Builder is entitled to be paid for any services required by Owner, or if there are any other disagreements over the scope of Work or proposed changes to the Work, Owner and Design-Builder shall resolve the disagreement pursuant to Article 10 hereof. As part of the negotiation process, Design-Builder shall furnish Owner with a good faith estimate of the costs to perform the disputed services in accordance with Owner’s interpretations. If the parties are unable to agree and Owner expects Design-Builder to perform the services in accordance with Owner’s interpretations, Design-Builder shall proceed to perform the disputed services, conditioned upon Owner issuing a written order to Design-Builder (i) directing Design-Builder to proceed; and (ii) specifying Owner’s interpretation of the services that are to be performed. If this occurs, Design-Builder shall be entitled to submit in its Applications for Payment an amount equal to fifty percent (50%) of its reasonable estimated direct cost to perform the services, and Owner agrees to pay such amounts, with the express understanding that (i) such payment by Owner does not prejudice Owner’s right to argue that it has no responsibility to pay for such services; and (ii) receipt of such payment by Design-Builder does not prejudice Design- Builder’s right to seek full payment of the disputed services if Owner’s order is deemed to be a change to the Work.
9.5 Emergencies.
9.5.1 In any emergency affecting the safety of persons and/or property, Design-Builder shall act, at its discretion, to prevent threatened damage, injury or loss. Any change in the Contract Price and/or Contract Time(s) on account of emergency work shall be determined as provided in this Article 9.
Article 10
Contract Adjustments and Disputes
10.1 Requests for Contract Adjustments and Relief.
10.1.1 If either Design-Builder or Owner believes that it is entitled to relief against the other for any event arising out of or related to the Work or Project, such party shall provide written notice to the other party of the basis for its claim for relief. Such notice shall, if possible, be made prior to incurring any cost or expense and in accordance with any specific notice requirements contained in applicable sections of these General Conditions of Contract. In the absence of any specific notice requirement, written notice shall be given within a reasonable time, not to exceed twenty-one (21) days, after the occurrence giving rise to the claim for relief or after the claiming party reasonably should have recognized the event or condition giving rise to the request, whichever is later. The claimant shall provide more complete information with respect to the claim within fifteen (15) days of the initial notice. The more complete information shall include sufficient information to advise the other party of the circumstances giving rise to the claim for relief, the specific contractual adjustment or relief requested and the basis of such request.
10.2 Dispute Avoidance and Resolution.
10.2.1 The parties are fully committed to working with each other throughout the Project and agree to communicate regularly with each other at all times so as to avoid or minimize disputes or disagreements. If disputes or disagreements do arise, Design-Builder and Owner each commit to 112
City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder Page 16 resolving such disputes or disagreements in an amicable, professional and expeditious manner so as to avoid unnecessary losses, delays and disruptions to the Work.
10.2.2 Design-Builder and Owner will first attempt to resolve disputes or disagreements at the field level through discussions between Design-Builder’s Representative and Owner’s Representative which shall conclude within fifteen (15) days of the written notice provided for in Section 10.1.1 unless Owner and Design-Builder mutually agree otherwise.
10.3 Duty to Continue Performance.
10.4.1 Unless provided to the contrary in the Contract Documents, Design-Builder shall continue to perform the Work and Owner shall continue to satisfy its payment obligations for undisputed amounts to Design-Builder as well as any further amounts pursuant to Section 9.4.3, pending the final resolution of any dispute or disagreement between Design-Builder and Owner.
10.5 CONSEQUENTIAL DAMAGES.
10.5.1 NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY (EXCEPT AS SET FORTH IN SECTION 10.5.2 BELOW), NEITHER DESIGN-BUILDER NOR OWNER SHALL BE
LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL LOSSES OR DAMAGES, WHETHER
ARISING IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY
OR OTHERWISE, INCLUDING BUT NOT LIMITED TO LOSSES OF USE, PROFITS, BUSINESS, REPUTATION OR FINANCING.
10.5.2 The consequential damages limitation set forth in Section 10.5.1 above is not intended to affect the payment of liquidated damages or lost early completion bonus, if any, set forth in Article 5 of the Agreement, which both parties recognize has been established, in part, to reimburse Owner or reward Design-Builder for some damages that might otherwise be deemed to be consequential.
Article 11
Stop Work and Termination
11.1 Owner’s Right to Stop Work.
11.1.1 Owner may, without cause and for its convenience, order Design-Builder in writing to stop and suspend the Work. Such suspension shall not exceed sixty (60) consecutive days or aggregate more than ninety (90) days during the duration of the Project.
11.1.2 Design-Builder is entitled to seek an adjustment of the Contract Price and/or Contract Time(s) if its cost or time to perform the Work has been adversely impacted by any suspension of stoppage of the Work by Owner.
11.2 Owner’s Right to Perform and Terminate for Cause.
11.2.1 If Design-Builder persistently fails to (i) provide a sufficient number of skilled workers, (ii) supply the materials required by the Contract Documents, (iii) comply with applicable Legal Requirements, (iv) timely pay, without cause, Design Consultants or Subcontractors, (v) prosecute the Work with promptness and diligence to ensure that the Work is completed by the Contract Time(s), as such times may be adjusted, or (vi) perform material obligations under the Contract Documents, then Owner, in addition to any other rights and remedies provided in the Contract Documents or by law, shall have the rights set forth in Sections 11.2.2 and 11.2.3 below.
11.2.2 Upon the occurrence of an event set forth in Section 11.2.1 above, Owner may provide 113
City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder Page 17 written notice to Design-Builder that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within fifteen (15) days of Design-Builder’s receipt of such notice. If Design-Builder fails to cure, or reasonably commence to cure, such problem, then Owner may give a second written notice to Design-Builder of its intent to terminate within an additional ten (10) day period. If Design-Builder, within such second ten (10) day period, fails to cure, or reasonably commence to cure, such problem, then Owner may declare the Agreement terminated for default by providing written notice to Design-Builder of such declaration.
11.2.3 Upon declaring the Agreement terminated pursuant to Section 11.2.2 above, Owner may enter upon the premises and take possession, for the purpose of completing the Work, of all materials, equipment, scaffolds, tools, appliances and other items thereon, which have been purchased or provided for the performance of the Work, all of which Design-Builder hereby transfers, assigns and sets over to Owner for such purpose, and to employ any person or persons to complete the Work and provide all of the required labor, services, materials, equipment and other items. In the event of such termination, Design-Builder shall not be entitled to receive any further payments under the Contract Documents until the Work shall be finally completed in accordance with the Contract Documents. At such time, if the unpaid balance of the Contract Price exceeds the cost and expense incurred by Owner in completing the Work, such excess shall be paid by Owner to Design-Builder. Notwithstanding the preceding sentence, if the Agreement establishes a Guaranteed Maximum Price, Design-Builder will only be entitled to be paid for Work performed prior to its default. If Owner’s cost and expense of completing the Work exceeds the unpaid balance of the Contract Price, then Design-Builder shall be obligated to pay the difference to Owner. Such costs and expense shall include not only the cost of completing the Work, but also losses, damages, costs and expense, including attorneys’ fees and expenses, incurred by Owner in connection with the reprocurement and defense of claims arising from Design-Builder’s default, subject to the waiver of consequential damages set forth in Section 10.5 hereof.
11.2.4 If Owner improperly terminates the Agreement for cause, the termination for cause will be converted to a termination for convenience in accordance with the provisions of Section 11.6 hereof.
11.3 Design-Builder’s Right to Stop Work.
11.3.1 Design-Builder may, in addition to any other rights afforded under the Contract Documents or at law, stop the Work for the following reasons:
11.3.1.1 Owner’s failure to provide financial assurances as required under Section 3.3 hereof; or
11.3.1.2 Owner’s failure to pay amounts properly due under Design-Builder’s Application for Payment.
11.3.2 Should any of the events set forth in Section 11.3.1 above occur, Design-Builder has the right to provide Owner with written notice that Design-Builder will stop the Work unless said event is cured within thirty (30) days from Owner’s receipt of Design-Builder’s notice. Design-Builder shall not stop work unless it provides such written notice and Owner has failed to cure the reason for default within the thirty (30) day cure period. If Owner does not cure the problem within such thirty (30) day period, Design-Builder may stop the Work. In such case, Design-Builder shall be entitled to make a claim for adjustment to the Contract Price and Contract Time(s) to the extent it has been adversely impacted by such stoppage.
11.4 Design-Builder’s Right to Terminate for Cause.
11.4.1 Design-Builder, in addition to any other rights and remedies provided in the Contract Documents or by law, may terminate the Agreement for cause for the following reasons:
11.4.1.1 The Work has been stopped for sixty (60) consecutive days, or more than 114
City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder Page 18 ninety (90) days during the duration of the Project, because of court order, any government authority having jurisdiction over the Work, or orders by Owner under Section 11.1.1 hereof, provided that such stoppages are not due to the acts or omissions of Design-Builder or anyone for whose acts Design-Builder may be responsible.
11.4.1.2 Owner’s failure to provide Design-Builder with any information, permits or approvals that are Owner’s responsibility under the Contract Documents which result in the Work being stopped for sixty (60) consecutive days, or more than ninety (90) days during the duration of the Project, even though Owner has not ordered Design-Builder in writing to stop and suspend the Work pursuant to Section 11.1.1 hereof.
11.4.1.3 Owner’s failure to cure the problems set forth in Section 11.3.1 above after Design-Builder has stopped the Work.
11.4.2 Upon the occurrence of an event set forth in Section 11.4.1 above, Design-Builder may provide written notice to Owner that it intends to terminate the Agreement unless the problem cited is cured, or commenced to be cured, within thirty (30) days of Owner’s receipt of such notice. If Owner fails to cure, or reasonably commence to cure, such problem, then Design-Builder may give a second written notice to Owner of its intent to terminate within an additional fifteen (15) day period.
If Owner, within such second fifteen (15) day period, fails to cure, or reasonably commence to cure, such problem, then Design-Builder may declare the Agreement terminated for default by providing written notice to Owner of such declaration. In such case, Design-Builder shall be entitled to recover in the same manner as if Owner had terminated the Agreement for its convenience under Article 8 of the Agreement.
11.5 Bankruptcy of Owner or Design-Builder.
11.5.1 If either Owner or Design-Builder institutes or has instituted against it a case under the United States Bankruptcy Code (such party being referred to as the “Bankrupt Party”), such event may impair or frustrate the Bankrupt Party’s ability to perform its obligations under the Contract Documents. Accordingly, should such event occur:
11.5.1.1 The Bankrupt Party, its trustee or other successor, shall furnish, upon request of the non-Bankrupt Party, adequate assurance of the ability of the Bankrupt Party to perform all future material obligations under the Contract Documents, which assurances shall be provided within ten (10) days after receiving notice of the request; and
11.5.1.2 The Bankrupt Party shall file an appropriate action within the bankruptcy court to seek assumption or rejection of the Agreement within sixty (60) days of the institution of the bankruptcy filing and shall diligently prosecute such action.
If the Bankrupt Party fails to comply with its foregoing obligations, the non-Bankrupt Party shall be entitled to request the bankruptcy court to reject the Agreement, declare the Agreement terminated and pursue any other recourse available to the non-Bankrupt Party under this Article 11.
11.5.2 The rights and remedies under Section 11.5.1 above shall not be deemed to limit the ability of the non-Bankrupt Party to seek any other rights and remedies provided by the Contract Documents or by law, including its ability to seek relief from any automatic stays under the United States Bankruptcy Code or the right of Design-Builder to stop Work under any applicable provision of these General Conditions of Contract.
11.6 Termination for Convenience.
11.6.1 Upon fifteen (15) days’ written notice to Design-Builder, Owner may, for its convenience and without cause, elect to terminate this Agreement. In such event, Owner shall pay Design- Builder for the following:
115
City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder Page 19
11.6.1.1 All Work executed and for proven loss, cost or expense in connection with the Work;
11.6.1.2 The reasonable costs and expenses attributable to such termination, including demobilization costs and amounts due in settlement of terminated contracts with Subcontractors and Design Consultants; and
11.6.1.3 The amount set forth in Article 8 of the Agreement.
11.6.2 If Owner terminates this Agreement pursuant to Section 11.6.1 above and proceeds to design and construct the Project through its employees, agents or third parties, Owner’s rights to use the Work Product shall be as set forth in Section 4.3 of the Agreement. Such rights may not be transferred or assigned to others without Design-Builder’s express written consent and such third parties’ agreement to the terms of Article 4 of the Agreement.
Article 12
Electronic Data
12.1 Electronic Data.
12.1.1 The parties recognize that Contract Documents, including drawings, specifications and three-dimensional modeling (such as Building Information Models) and other Work Product may be transmitted among Owner, Design-Builder and others in electronic media as an alternative to paper hard copies (collectively “Electronic Data”).
12.2 Transmission of Electronic Data.
12.2.1 Owner and Design-Builder shall agree upon the software and the format for the transmission of Electronic Data. Each party shall be responsible for securing the legal rights to access the agreed-upon format, including, if necessary, obtaining appropriately licensed copies of the applicable software or electronic program to display, interpret and/or generate the Electronic Data.
12.2.2 Neither party makes any representations or warranties to the other with respect to the functionality of the software or computer program associated with the electronic transmission of Work Product. Unless specifically set forth in the Agreement, ownership of the Electronic Data does not include ownership of the software or computer program with which it is associated, transmitted, generated or interpreted.
12.2.3 By transmitting Work Product in electronic form, the transmitting party does not transfer or assign its rights in the Work Product. The rights in the Electronic Data shall be as set forth in Article 4 of the Agreement. Under no circumstances shall the transfer of ownership of Electronic Data be deemed to be a sale by the transmitting party of tangible goods.
12.3 Electronic Data Protocol.
12.3.1 The parties acknowledge that Electronic Data may be altered or corrupted, intentionally or otherwise, due to occurrences beyond their reasonable control or knowledge, including but not limited to compatibility issues with user software, manipulation by the recipient, errors in transcription or transmission, machine error, environmental factors, and operator error.
Consequently, the parties understand that there is some level of increased risk in the use of Electronic Data for the communication of design and construction information and, in consideration 116
City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder Page 20 of this, agree, and shall require their independent contractors, Subcontractors and Design Consultants to agree, to the following protocols, terms and conditions set forth in this Section 12.3.
12.3.2 Electronic Data will be transmitted in the format agreed upon in Section 12.2.1 above, including file conventions and document properties, unless prior arrangements are made in advance in writing.
12.3.3 The Electronic Data represents the information at a particular point in time and is subject to change. Therefore, the parties shall agree upon protocols for notification by the author to the recipient of any changes which may thereafter be made to the Electronic Data, which protocol shall also address the duty, if any, to update such information, data or other information contained in the electronic media if such information changes prior to Final Completion of the Project.
12.3.4 The transmitting party specifically disclaims all warranties, expressed or implied, including, but not limited to, implied warranties of merchantability and fitness for a particular purpose, with respect to the media transmitting the Electronic Data. However, transmission of the Electronic Data via electronic means shall not invalidate or negate any duties pursuant to the applicable standard of care with respect to the creation of the Electronic Data, unless such data is materially changed or altered after it is transmitted to the receiving party, and the transmitting party did not participate in such change or alteration.
Article 13
Miscellaneous
13.1 Confidential Information.
13.1.1 Confidential Information is defined as information which is determined by the transmitting party to be of a confidential or proprietary nature and: (i) the transmitting party identifies as either confidential or proprietary; (ii) the transmitting party takes steps to maintain the confidential or proprietary nature of the information; and (iii) the document is not otherwise available in or considered to be in the public domain. The receiving party agrees to maintain the confidentiality of the Confidential Information and agrees to use the Confidential Information solely in connection with the Project. Except as provided for in the Agreement, including but not limited to the Public Records Act language contained in Section 11.1.7 of the Agreement.
13.2 Assignment.
13.2.1 Neither Design-Builder nor Owner shall, without the written consent of the other assign, transfer or sublet any portion or part of the Work or the obligations required by the Contract Documents.
13.3 Successorship.
13.3.1 Design-Builder and Owner intend that the provisions of the Contract Documents are binding upon the parties, their employees, agents, heirs, successors and assigns.
13.4 Governing Law.
13.4.1 The Agreement and all Contract Documents shall be governed by the laws of the State of California.
13.5 Severability.
13.5.1 If any provision or any part of a provision of the Contract Documents shall be finally 117
City of Torrance Standard Form of General Conditions of Contract Between Owner and Design-Builder Page 21 determined to be superseded, invalid, illegal, or otherwise unenforceable pursuant to any applicable Legal Requirements, such determination shall not impair or otherwise affect the validity, legality, or enforceability of the remaining provision or parts of the provision of the Contract Documents, which shall remain in full force and effect as if the unenforceable provision or part were deleted.
13.6 No Waiver.
13.6.1 The failure of either Design-Builder or Owner to insist, in any one or more instances, on the performance of any of the obligations required by the other under the Contract Documents shall not be construed as a waiver or relinquishment of such obligation or right with respect to future performance.
13.7 Headings.
13.7.1 The headings used in these General Conditions of Contract, or any other Contract Document, are for ease of reference only and shall not in any way be construed to limit or alter the meaning of any provision.
13.8 Notice.
13.8.1 Whenever the Contract Documents require that notice be provided to the other party, notice will be deemed to have been validly given (i) if delivered in person to the individual intended to receive such notice; (ii) five (5) days after being sent by registered or certified mail, postage prepaid to the address indicated in the Agreement; (iii) if transmitted by facsimile, by the time stated in a machine-generated confirmation that notice was received at the facsimile number of the intended recipient; or (iv) by electronic mail, by the time frame stated in the email-generated confirmation that notice was received by the email of the intended recipient.
13.9 Amendments.
13.9.1 The Contract Documents may not be changed, altered, or amended in any way except in writing signed by a duly authorized representative of each party. 118
STANDARD FORM OF AGREEMENT
BETWEEN OWNER AND DESIGN-
BUILDER - LUMP SUM
Document No. 525
Second Edition, 2010
© Design
-
Build Institute of America
Washington, DC
119
Design
-
Build Institute of America
- Contract Documents
LICENSE AGREEMENT
By using the DBIA Contract Documents, you agree to and are bound by the terms of this License Agreement.
1. License. The Design-Build Institute of America (“DBIA”) provides DBIA Contract Documents and licenses their use worldwide. You acknowledge that DBIA Contract Documents are protected by the copyright laws of the United States.
You have a limited nonexclusive license to: (a) Use DBIA Contract Documents
on any number of machines owned,
leased or rented by your company or organization; (b) Use DBIA Contract Documents
in printed form for bona fide
contract purposes; and (c) Copy DBIA Contract Documents into any machine-readable or printed form for backup or modification purposes in support of your
permitted
use.
2. User Responsibility. You assume sole responsibility for the selection of specific documents or portions thereof to achieve your intended results, and for the installation, use, and results obtained from the DBIA Contract Documents.
You acknowledge that you understand that the text of the DBIA Contract Documents has important legal consequences and that consultation with an attorney is recommended with respect to use or modification of the text.
You will not represent that any of the contract documents you generate from DBIA Contract Documents are DBIA documents unless (
a
) the document text is used without alteration or (
b
) all additions and changes to, and deletions
from, the text are clearly shown.
3. Copies. You may not use, copy, modify, or transfer DBIA Contract Documents, or any copy, modification or merged portion, in whole or in part, except as expressly provided for in this license. Reproduction of
DBIA Contract Documents
in printed or machine
-
readable format for resale or educational purposes is expressly prohibited. You will reproduce and include DBIA’s copyright notice on any printed or machine
-
readable copy, modification, or portion merged into
another document or program.
4. Transfers. You may not
transfer possession of any copy, modification or merged portion of DBIA Contract Documents to another party, except that a party with whom you are contracting may receive and use such transferred material solely for purposes of its contract with you. You may not sublicense, assign, or transfer this license except as expressly provided in this Agreement, and any attempt to do so is void.
5. Term. The license is effective for one year from the date of purchase. DBIA may elect to terminate it earlier, by written notice to you,
if you fail to comply with any term or condition of this Agreement.
6. Limited Warranty. DBIA warrants the electronic files or other media by which DBIA Contract Documents
are
furnished to be free from defects in materials and workmanship under normal use during the Term
.
There is no other
warranty of any kind, expressed
or implied, including, but not limited to the implied warranties of merchantability and fitness for a particular purpose. Some states do not allow the exclusion of implied warranties, so the above exclusion may not apply to you. This warranty gives you specific legal rights and you may also have other rights which vary from state to state. DBIA does not warrant that the DBIA Contract Documents will meet your requirements or that the operation of
DBIA Contract Documents
will be uninterrupted or error free.
7. Limitations of Remedies. DBIA’s entire liability and your exclusive remedy shall be: the replacement of any document not meeting DBIA’s "Limited Warranty" which is returned to DBIA with a copy of your receipt, or at DBIA’s election, your money will be refunded. In no event will DBIA be liable to you for any damages, including any lost profits, lost savings or other incidental or consequential damages arising out of the use or inability to use DBIA Contract Documents even if DBIA has been advised of the possibility of such damages, or for any claim by any other party. Some states do not allow the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
8. Acknowledgement. You acknowledge that you have read this agreement, understand it and agree to be bound by its terms and conditions and that it will be governed by the laws of the District of Columbia. You further agree that it is the complete and exclusive statement of your
agreement with DBIA which supersedes any proposal or prior agreement, oral or written, and any other communications between the parties relating to the subject matter of this agreement. 120
Instruction Sheet for DBIA Document No. 525 Page 1
© 2010 Design-Build Institute of America
INSTRUCTIONS
For DBIA Document No. 525 Standard Form of Agreement Between Owner and Design - Builder - Lump Sum (2010
Edition)
Checklist
Use this Checklist to ensure that the Agreement is fully completed and all exhibits are attached.
Section 2.1.3 Identify other exhibits to the Agreement
_______ Section 4.2 Note the optional provisions that are provided Section 4.3.2 Complete blanks for additional sum for use of Work Product Section 5.2.1 C omplete blanks for calendar days and note the optional language that is provided Section 5.2.2 Insert any interim milestones (optional)
Section 5.4 Complete blanks for liquidated damages and note the optional provisions that are provided
_______ Section 5.5 If the parties select the option provided they have to insert an amount _______
Section 5.6 Complete blanks for early completion bonus and note the optional provision that is provided
_______
Section 5.7 Note the optional provisions that are provided
Section 6.1 Complete blanks for Contract Price
Section 6.2 Insert markups for changes and note optional provisions _______ Section 6.3.4 Note the optional provision that is provided _______
Section 6.4.1 Note optional provision
Section 7.1.1 Complete blanks for day of month
Section 7.2.1 C omplete blanks for retention percentage and note optional provision Section 7.4 Complete blanks for interest rate
Section 8.1.3 Choose overhead/profit method for termination for convenience Section 8.2.1 Complete blanks for percentages
Section 8.2.2 Complete blanks for percentages
Section 9.1.1 Insert Owner’s Senior Representative’s name, etc. (optional) Section 9.1.2 Insert Owner’s Representative’s name, etc. (optional) Section 9.2.1 Insert Design - Builder’s Senior Representative’s name, etc. (optional) Section 9.2.2 Insert Design - Builder’s Representative’s name, etc. (optional) Section 10.1 Attach Insurance Exhibit
Section 10.2 Insert amount and conditions of bonds or other security and note the options that are provided
S ection 11.1 Insert any other provisions (optional)
Last Page Owner’s and Design - Builder’s execution of the Agreement
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Instruction Sheet for DBIA Document No. 525 Page 2
© 2010 Design-Build Institute of America
General Instructions
No.
Subject
Instruction
1. Standard Forms
Standard form contracts have long served an important function in the United States and international construction markets. The common purpose of these forms is to provide an economical and convenient way for parties to contract for design and construction services.
As standard forms gain acceptance and are used with increased frequency, parties are able to enter into contracts with greater certainty as to their rights and responsibilities.
2. DBIA Standard
Form Contract
Documents
Since its formation in 1993, the Design
-
Build Institute of America ( “DBIA”) has regularly
evaluated the needs of owners, design
-
builders, and other parties to the design
-
build
process in preparation for developing its own contract forms. Consistent with DBIA’s mission of promulgating best design - build practices, DBIA believes that the design - build contract should reflect a balanced approach to risk that considers the legitimate interests of all parties to the design
-
build process. DBIA’s Standard Form Contract Documents reflect a modern risk allocation approach, allocating each risk to the party best equipped to manage and minimize that risk, with the goal of promoting best design
-
build practices.
3. Use of Non - DBIA
Documents
To avoid inconsistencies among documents used for the same project, DBIA’s Standard Form Contract Documents should not be used in conjunction with non
-
DBIA documents
unless the non-DBIA documents are appropriately modified on the advice of legal counsel.
Moreover, care should also be taken when using different editions of the DBIA Standard Form Documents on the same project to ensure consistency.
4. Legal
Consequences
DBIA Standard Form Contract Documents are legally binding contracts with important legal consequences. Contracting parties are advised and encouraged to seek legal counsel in completing or modifying these Documents.
5. Reproduction
DBIA hereby grants to purchasers a limited license to reproduce its Documents consistent with the License Agreement accompanying these Documents. At least two original versions of the Agreement should be signed by the parties. Any other reproduction of DBIA Documents is strictly prohibited.
6. Modifications
Effective contracting is accomplished when the parties give specific thought to their contracting goals and then tailor the contract to meet the unique needs of the project and the design
-
build team. For that reason, these Documents may require modification for various purposes including, for example, to comply with local codes and laws, or to add special terms. DBIA’s latest revisions to its Documents provide the parties an opportunity to customize their contractual relationship by selecting various optional contract clauses that may better reflect the unique needs and risks associated with the project.
Any modifications to these Documents should be initialed by the parties. At no time should a document be re
-
typed in its entirety. Re-creating the document violates copyright laws and destroys one of the advantages of standard forms-familiarity with the terms.
7. Execution It is good practice to execute two original copies of the Agreement. Only persons authorized to sign for the contracting parties may execute the Agreement.
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Instruction Sheet for DBIA Document No. 525 Page 3
© 2010 Design-Build Institute of America
Specific Instructions
Section
Title
Instruction
General Purpose of This
Agreement
DBIA Document No. 525 (“Agreement”) should be used only when the parties intend that Owner pay Design
-
Builder a lump sum fixed price for the completion of all design and construction services.
There will be greater mutual understanding and cooperation if the lump sum is established based on Owner’s Project Criteria that are well defined.
If there is uncertainty about Owner’s Project Criteria, or it remains to be developed by Owner and Design
-
Builder jointly, a cost -plus/guaranteed maximum price (“GMP”) contracting approach may be more suitable. In such case, the parties should use DBIA Document No. 530.
General Purpose of These
Instructions These Instructions are not part of this Agreement, but are provided to aid the parties in their understanding of the Agreement and in completing the Agreement.
General Related
Documents This Agreement shall be used in conjunction with the General Conditions of Contract.
Other related Contract Documents are listed in Article 2 of this Agreement.
General Date
On Page 1, enter the date when both parties reach a final understanding. It is possible, due to logistical reasons, that the dates when the parties execute the Agreement may be different. Once both parties execute the Agreement, the effective date of the Agreement will be the date recorded on Page 1. This date does not, however, determine Contract Time, which is measured according to the terms of Article 5.
General
Parties: Owner
and Design -
Builder
On Page
,
1 enter the legal name and full address of Owner and Design
-
Builder, as well as
the legal form of each entity, e.g., corporation, partnership, limited partnership, limited liability company, or other.
2.1.2 Basis of Design
Documents
The Basis of Design Documents are critical in establishing the scope
of work. These
documents include the Owner’s Project Criteria, Design
-
Builder’s Proposal, and the
Deviation List, if any, contained in the Design
-
Builder’s Proposal. Prior to the execution of
this Agreement, Design - Builder will have submitted its Proposal based on Owner’s Project Criteria. To avoid ambiguities or conflicts between Owner’s Project Criteria and Design - Builder’s Proposal, Design
-
Builder’s Proposal shall specifically list any deviations from Owner’s Project Criteria. Design-Builder’s Deviation List shall, if accepted by Owner, become a Contract Document and shall have precedence over Owner’s Project Criteria.
2.1.5 Construction
Documents
After execution of the Agreement, and consistent with the requirements of Section 2.4 of the General Conditions of Contract, Design - Builder will prepare Construction Documents subject to Owner’s review and approval.
3.2 Order of
Precedence
The Contract Documents are listed in Section 2.1 in the order of their precedence. This hierarchy of documents reflects DBIA’s belief that the Basis of Design Documents are critical documents that take precedence over other Contract Documents existing at the time the Agreement is executed. This section also makes clear that if a Deviation List exists it takes precedence over the Owner’s Project Criteria. Moreover, Section 2.1.3 recognizes that there may be other exhibits attached to this Agreement. If this is the case, the parties should discuss whether these exhibits should be part of the Basis of Design Documents. If these exhibits are not made part of the Basis of Design Documents, these exhibits will not take priority over the Basis of Design Documents in the event of a conflict.
3.3 Definitions Terms, words and phrases used in the Agreement shall have the same meanings used in the General Conditions of Contract.
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Instruction Sheet for DBIA Document No. 525 Page 4
© 2010 Design-Build Institute of America
Section
Title
Instruction
3.4 Design
Specification
The Owner is cautioned that if it includes design specifications in its Project Criteria, there is case law holding that
the Design
-
Builder is entitled to rely on
such
information, and to
the extent such information is not accurate, the Design - Builder will be entitled to an adjustment in the Contract Price and/or Contract Time. Accordingly, the Owner to avoid such potential liability should consider using performance specifications.
4.1 Work Product
This Agreement provides that the Design -Builder shall retain ownership of the Work Product it produces, but obligates Design - Builder to grant a limited license to Owner to use the Work Product according to the terms and circumstances described in Sections 4.2, 4.3,
4.4 and 4.5.
4.2 Owner’s Limited
License Upon
Payment in Full
Design-Builder shall grant Owner, at Owner’s sole risk, a limited license to use the Work Product at the completion of the Work in connection with Owner’s occupation of the Project. This Section also provides the parties with the option of transferring ownership of some or all of the Work Product to the Owner upon payment in full for all Work performed.
Generally, where the Owner desires ownership of Work Product, it is sufficient to transfer ownership of unique architectural and design elements.
4.3 Owner’s Limited
License Upon
Owner’s
Termination for
Convenience or
Design-Builder’s
Election to
Terminate
Owner should not use the Termination for Convenience Clause to obtain Design
-
Builder’s
valuable design concepts, and then seek lower bids from other design
-
builders. Therefore,
where Owner terminates this Agreement for its convenience, and then decides to complete the Project with its own or third
-
party forces, Design
-
Builder shall grant Owner the rights
set forth in Section 4.2, provided Owner pays Design - Builder all amounts due Design - Builder as required by the Contract Documents, including paying Design - Builder an additional sum per Section 4.3.2 for the use of the Work Product. In the event Design
-
Builder elects to terminate this Agreement for cause, for reasons set forth in Section 11.4 of the General Conditions of Contract, these same conditions apply to Owner’s use of the Work Product.
4.3.2 Additional
Compensation
To minimize disputes, the parties should negotiate prior to execution of the Agreement the amount Owner shall pay Design - Builder for the use of Design - Builder’s Work Product in the event Owner terminates this Agreement for its convenience or Design-Builder elects to terminate this Agreement for cause.
Enter this amount.
4.4 Owner’s Limited
License Upon
Design-Builder’s
Default
If Design
-
Builder is properly terminated for default, Owner is granted a limited license to use the Work Product, to complete the Project, and Owner shall thereafter have the same rights and obligations as set forth in Section 4.2.
4.5 Owner’s
Indemnification
for Use of Work
Product
Owner’s use or alteration of the Work Product shall be at its sole risk, and Owner must agree to defend, indemnify and hold harmless Design - Builder and anyone working by or through Design
-
Builder, including Design Consultants of any tier.
5.1 Date of
Commencement Design-Builder’s obligation to commence work is triggered by its receipt of a Notice to Proceed unless the parties mutually agree otherwise.
5.2.1 Substantial
Completion of the
Entire Work
Enter the calendar days duration by which Substantial Completion has to be achieved. The parties in this Section have the option of modifying the definition of Substantial Completion set forth in the General Conditions of Contract if they want to use a Temporary Certificate of Occupancy as the benchmark. If this option is selected , Substantial Completion will be deemed to be achieved no later than the date a Temporary Certificate of Occupancy is issued if applicable to the Project.
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Section
Title
Instruction
5.2.2 Interim
Milestones
It may be that some portions of the Work must be completed in phases or within a prescribed period of time to accommodate Owner’s needs. The parties may, at their option, identify these portions of the Work to be completed prior to Substantial Completion of the entire Work. Enter the calendar days, starting from the Date of Commencement, for achieving Substantial Completion of these identified portions of the Work. If these portions of the Work are required to be substantially completed by certain milestone dates, enter those dates. As presently drafted no remedy is provided to the Owner if an interim milestone is not met. If the Owner has special requirements as it relates to interim milestones, the Owner may want to consider a remedy for the Design
-
Builder’s failure to
meet an interim milestone, as well as a bonus to the Design
-
Builder for satisfying such
interim milestone.
5.4 Liquidated
Damages
Owner should make a good faith evaluation of the amount that is reasonably necessary to compensate it for delay. Owner should not establish liquidated damages to penalize Design-Builder.
Section 5.4 establishes a grace period between the Scheduled Substantial Completion Date and the assessment of liquidated damages in order to prevent disputes as to which party bears responsibility for only a few days of delay. The parties should enter the calendar days that may pass following the Scheduled Substantial Completion Date before liquidated damages will be assessed. The parties are also provided the option of establishing liquidated damages if the Design
-
Builder fails to achieve Final Completion
within a specified number of days after Substantial Completion. If this option is selected, the parties have to negotiate the number of days, as well as the liquidated damages amount. The parties in negotiating liquidated damages should keep in mind that the amount of liquidated damages for failing to achieve Final Completion should be a considerably scaled down amount and should reflect the financial harm to the Owner. In no case should the total amount of liquidated damages for the Project exceed an amount that is reasonably necessary to compensate Owner for Project delay.
The parties also have the option here of eliminating liquidated damages altogether , in which case the Owner can recover actual damages for Project delay at an amount that is capped by the parties. The Owner is cautioned that even if this option for actual damages is select
ed it still cannot recover consequential damages
, as these are waived
under
Section 10.5.1 of the General Conditions of Contract.
5.5 Liquidated
Damages Cap
The parties can agree to cap liquidated damages for delay at a negotiated amount.
5.6 Early Completion
Bonus
If the Project economics justify liquidated damages, then it is appropriate to couple these liquidated damages with an early completion bonus. The parties should enter the number of calendar days prior to the Scheduled Substantial Completion Date that will set the Bonus Date. Also, enter the amount of the bonus to be paid per day that will allow Owner to share with Design
-
Builder the economic benefits of early completion. The parties also have the option in Section 5.6 of capping the early completion bonus at a negotiated amount.
5.7 Compensation for
Force Majeure
Events
The parties are provided the opportunity of providing the Design
-
Builder the right to receive
compensation for Force Majeure Events. By selecting this option, the parties agree to modify Section 8.2.2 of the General Conditions of Contract, in which case the parties have to negotiate how many cumulative days of Force Majeure delays must occur before the Design-Builder is entitled to either a negotiated amount per day for delay or the direct costs it has incurred as a result of such delay.
6.1 Contract Price
Enter the lump sum price Owner will pay Design
-
Builder for the Scope of Work. The
Contract Price should compensate Design - Builder for the services it provides and the risk it assumes in providing single point responsibility to Owner. 125
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Section
Title
Instruction
6.2 Markups for
Changes
Enter the markups agreed upon by Design
-
Builder and Owner to be used for pricing
Changes to the Work. Prior to negotiating or agreeing to these markups, both parties should familiarize themselves with Article 9 of the General Conditions of Contract, Changes to the Contract Price and Time. For additive Change Orders, the parties have to negotiate the Fee the Design - Builder will receive. For deductive Change Orders, parties have the option by checking the appropriate box of whether there will be no additional reduction or whether there will be an additional reduction based on a negotiated percentage.
6.3.4 Allowance Value
This section recognizes that the parties may agree that certain items of Work should be treated as an Allowance Item and priced based on Allowance
V
alues. The Allowance
Value for which the Design
-
Builder will be entitled to receive compensation includes direct cost of labor, materials, equipment, transportation, taxes and insurance associated with the Allowance Item. All other costs associated with the Allowance Item, such as design fees, general conditions costs and fee
,
are deemed to be included in the Contract Price.
However, the parties agree that in the event the actual cost of the Allowance Item is greater than or less than the Allowance Value by a negotiated percentage, then Design
-
Builder’s right to Fee and markup shall be determined pursuant to Section 6.2.
6.4 Performance
Incentives
There may be performance incentives that will influence Project success. Such incentives may include award fees tied to the Design
-
Builder achieving certain standards relative to
client satisfaction, safety, and personnel retention. The parties are encouraged to discuss the use of such incentives during negotiation of this Agreement. Any agreement on the use of incentives should be set forth in an exhibit attached to this Agreement.
7.1.1 Progress
Payments Enter the day of the month when Design - Builder shall submit its Application for Payment.
7.2.1 Retainage
Enter the percentage Owner will retain from Progress Payments to Design-Builder until fifty percent (50%) of the Work is completed. Owner should recognize that it creates undue hardship to hold retainage on Subcontractors that have completed their work early in the Project. Owner should accordingly consider releasing retainage on Subcontractors that complete work early in the Project, providing that these Subcontractors have satisfactorily performed their portion of the Work.
The parties are provided the option of modifying the retainage provision by checking the box. This option excludes from retainage the Design
-
Builder’s General Conditions costs
and amounts paid to Design-Builder’s Design Consultant. The rationale for selecting this option is that the Design-Builder is obligated to pay its General Conditions costs in full each month and that under the design
-
bid-build delivery method, the Owner typically does not retain sums from its designer.
7.4 Interest
The parties should enter the rate at which interest will accrue on Design
-
Builder’s
payments if unpaid five (5) days after due. Late payment creates a hardship for Design - Builder, its Design Consultants and Subcontractors.
7.5 Record Keeping
The Owner is provided access to Design
-
Builder’s accounting information as it relates to
changes of the Work. However, if the parties have agreed to multipliers or markups for changes, the time to challenge and negotiate those percentages is at the time the parties execute the Agreement and not during the Project or after it has been completed.
Accordingly, the Owner can at any time audit these percentages only to confirm that such percentage has been properly charged and not to challenge the composition of such percentage.
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Section
Title
Instruction
8.1.3 Termination for
Convenience:
Overhead and
Profit
The parties should choose prior to execution of the Agreement the method that will be used to determine overhead and profit paid to Design
-
Builder in the event Owner
terminates Design
-
Builder for its convenience. The parties may choose to set percentage rates for overhead and profit prior to execution of the Agreement, or may choose to determine reasonable sums to be paid for overhead and profit at the time of the termination. If the parties choose to set overhead and profit rates prior to execution of the Agreement, the percentages should be entered in Section 8.1.3.
8.2 Termination for
Convenience:
Additional
Payments
Although it is important for Owner to have a process for terminating this Agreement for convenience, the process must consider the interests of Design
-
Builder. If Owner
terminates this Agreement for its own convenience, compensating Design
-
Builder for its
costs will not be adequate because Design
-
Builder will have committed its resources for a
small amount of revenue. Therefore, in addition to the overhead and profit paid in Section
8.1, Owner shall pay Design-Builder an additional sum, calculated as a percentage of the remaining balance of the Contract Price. Enter the percentages Owner shall pay Design
-
Builder if Owner terminates this Agreement for its own convenience prior to or after the start of construction.
8.3 Termination for
Convenience:
Owner’s Use of
Work Product
Owner should not use the Termination for Convenience clause to obtain Design
-
Builder’s
valuable design concepts and then seek lower bids from another design
-
builder. If Owner
terminates this Agreement for its own convenience, and chooses to proceed with the Project using Design
-
Builder’s Work Product, Owner should pay an additional sum for the use of Design
-
Builder’s Work Product pursuant to Section 4.3.
Article
9 Representatives
of the Parties
Enter the name, title, address and telephone number of Owner’s Senior Representative and Owner’s Representative at Sections 9.1.1 and 9.1.2, respectively.
Enter the name, title, address and telephone number of Design
-
Builder’s Senior
Representative and Design - Builder’s Representative at Sections 9.2.1 and 9.2.2, respectively.
The parties can elect to establish Representatives during the performance of the Project rather than at the time of execution of this Agreement. If Representatives are identified after execution of the Agreement, an appropriate amendment should be made to the Agreement at the time these individuals are designated.
10.1 Insurance
Attach an Insurance Exhibit setting forth in detail the insurance coverages required for the Project. Parties are advised to familiarize themselves with the terms of Article 5 of the General Conditions of Contract, Insurance and Bonds, and to consult their insurance advisor.
10.2 Bonds
Enter the type and amount of bonds or other performance security required for the Project.
Where bonding is not required by statute, Owner may want to evaluate the project risks versus the bonding costs in deciding what type of performance security to require.
11.1 Other Provisions
Insert any other provisions. For example, the parties may elect to have disputes resolved through litigation rather than arbitration in which case the optional language in this Section should be included.
127
TABLE OF CONTENTS
Article Name
Page
Article 1
Scope of Work ................................................................................................
.
2 Article 2
Contract Documents ........................................................................................
2 Article 3
Interpretation and Intent ..................................................................................
2 Article 4
Ownership of Work Product .............................................................................
3 Article 5
Contract Time
..................................................................................................
4 Article 6
Contract Price ..................................................................................................
7 Article 7
Procedure for Payment ...................................................................................
8 Article 8
Termination for Convenience ..........................................................................
9 Article 9 Representative of the Parties .......................................................................
10 Article 10 Bonds and Insurance
...................................................................................
11 Article 11 Other Provisions ...........................................................................................
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Standard Form of Agreement Between
O
wner and Design
-
Builder -
Lump Sum
This document has important legal consequences. Consultation with an attorney is recommended with respect to its completion or modification.
This AGREEMENT is made as of the 8th day of January i n the year of 20 19 , by and between the following parties, for services in connection with the Project identified below.
OWNER:
(Name and address)
City of Torrance
DESIGN - BUILDER:
(Name and address)
EEC Environmental
1 City Blvd. West, Suite 1800
Orange, CA 92868
PROJECT:
(Include Project name and location as it will appear in the Contract Documents) RFP B2018-36 Design Build Services for Replacement of Lubricant Storage & Dispensing and Waste Oil Collection & Storage Systems - Transit
In consideration of the mutual covenants and obligations contained herein, Owner and Design-Builder agree as set forth herein.
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Article 1
Scope of Work
1.1 Design - Builder shall perform all design and construction services, and provide all material, equipment, tools and labor, necessary to complete the Work described in and reasonably inferable from the Contract Documents.
Article 2
Contract Documents
2.1 The Contract Documents are comprised of the following:
2.1 .1
All written modifications, amendments, minor changes and Change Orders to this Agreement issued in accordance with DBIA Document No. 535, Standard Form of General Conditions of Contract Between Owner and Design
-
Builder (2010 Edition) (“General Conditions of Contract”);
2.1 .2
The Basis of Design Documents, including the Owner’s Project Criteria, Design -Builder’s Proposal and the Deviation List, if any, contained in the Design
-
Builder’s Proposal, which shall
specifically identify any and all deviations from Owner’s Project Criteria;
2.1 .3
This Agreement, including all exhibits and attachments, executed by Owner and Design
-
Builder (List for example, performance standard requirements, performance incentive requirements, markup exhibits, allowances, or unit prices)
;
Notice Inviting Proposals for:
Request for Proposals
Addenda
Design-Builder’s Proposal
2.1 .4
The General Conditions of Contract; and
2.1 .5
Construction Documents prepared and approved in accordance with Section 2.4 of the General Conditions of Contract.
Article 3
Interpretation and Intent
3.1 Design - Builder and Owner, prior to execution of the Agreement, shall carefully review all the Contract Documents, including the various documents comprising the Basis of Design Documents
,
for any conflicts or
ambiguities. Design
-
Builder and Owner will discuss and resolve any identified conflicts or ambiguities prior to execution of the Agreement.
3.2 The Contract Documents are intended to permit the parties to complete the Work and all obligations required by the Contract Documents within the Contract Time(s) for the Contract Price. The Contract Documents are intended to be complementary and interpreted in harmony so as to avoid conflict, with words and phrases interpreted in a manner consistent with construction and design industry standards. In the event inconsistencies, conflict
s
, or ambiguities between or among the Contract Documents are discovered after execution of the Agreement, Design -Builder and Owner shall attempt to resolve any ambiguity, conflict or inconsistency informally, recognizing that the Contract Documents shall take precedence in the order in which 130
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they are listed in Section 2.1 hereof. Conflicts existing within Section 2.1.2 shall be resolved by giving precedence first to the Deviation List, if any, then the Owner’s Project Criteria, and then the Design-Builder’s Proposal.
3.3 Terms, words and phrases used in the Contract Documents, including this Agreement, shall have the meanings given them in the General Conditions of Contract.
3.4 If Owner’s Project Criteria contain design specifications: (a) Design -Builder shall be entitled to reasonably rely on the accuracy of the information represented in such design specifications and their compatibility with other information set forth in Owner’s Project Criteria, including any performance specifications; and (b) Design - Builder shall be entitled to an adjustment in the Contract Price and/or Contract Time(s) to the extent Design -Builder’s cost and/or time of performance have been adversely impacted by such inaccurate design specification.
3.5 The Contract Documents form the entire agreement between Owner and Design - Builder and by incorporation herein are as fully binding on the parties as if repeated herein. No oral representations or other agreements have been made by the parties except as specifically stated in the Contract Documents.
Article 4
Ownership of Work Product
4.1 Work Product. All drawings, specifications and other documents and electronic data , including such documents identified in the General Conditions of Contract, furnished by Design-Builder to Owner under this Agreement (“Work Product”) are deemed to be instruments of service and Design
-
Builder shall retain the
ownership and property interests therein, including
but not limited to any intellectual property rights,
copyrights and/or patents, subject to the provisions set forth in Sections 4.2 through 4. 5 below.
4.2 Owner’s Limited License Upon Project Completion and Payment in Full to Design-Builder.
Upon Owner’s payment in full for all Work performed under the Contract Documents, Design -Builder shall grant Owner a limited license to use the Work Product in connection with Owner’s occupancy of the Project, conditioned on Owner’s express understanding that its
alteration
of the Work Product without the involvement
of Design-Builder is at Owner’s sole risk and without liability or legal exposure to Design
-
Builder or anyone
working by or through Design
-
Builder, including Design Consultants of any tier (collectively the “Indemnified Parties”), and on the Owner’s obligation to provide the indemnity set forth in Section 4.5 below.
[At the parties’ option, one of the following may be used in lieu of Section 4.2]:
Upon Owner’s payment in full for all Work performed under the Contract Documents, Design - Builder:
(a) grants Owner a limited license to use the Work Product in connection with Owner’s occupancy of the Project; and (b) transfers all ownership and property interests, including but not limited to any intellectual property rights, copyrights and/or patents, in that portion of the Work Product that consists of architectural and other design elements and specifications that are unique to the Project. The parties shall specifically designate those portions of the Work Product for which ownership in the Work Product shall be transferred.
Such grant and transfer are conditioned on Owner’s express understanding that its alteration of the Work Product without the involvement of Design -Builder is at Owner’s sole risk and without liability or legal exposure to Design-Builder or anyone working by or through Design - Builder, including Design Consultants of any tier (collectively the “Indemnified Parties”), and on the Owner’s obligation to provide the indemnity set forth in Section 4.5 below.
or
Upon Owner’s payment in full for all Work performed under the Contract Documents, Design - Builder transfers to Owner all ownership and property interests, including but not limited to any intellectual property 131
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rights, copyrights and/or patents, in the Work Product. Such transfer is conditioned on Owner’s express understanding that its alteration of the Work Product without the involvement of Design-Builder is at Owner’s sole risk and without liability or legal exposure to Design -Builder or anyone working by or through Design - Builder, including Design Consultants of any tier (collectively the “Indemnified Parties”), and on the Owner’s obligations to provide the indemnity set forth in Section 4.5 below.
4.3 Owner’s Limited License upon Owner’s Termination for Convenience or Design -Builder’s Election to Terminate. If Owner terminates this Agreement for its convenience as set forth in Article 8 hereof, or if Design
-
Builder elects to terminate this Agreement in accordance with Section
11.4 of the General
Conditions of Contract, Design-Builder shall, upon Owner’s payment in full of the amounts due Design-Builder under the Contract Documents, grant Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project, and Owner shall thereafter have the same rights as set forth in Section
4.2 above, conditioned on the following:
4.3 .1
Use of the Work Product is at Owner’s sole risk without liability or legal exposure to any Indemnified Party and on the Owner’s obligation to provide the indemnity set forth in Section 4.5 below; and
4.3 .2 Owner agrees to pay Design-Builder the additional sum of Dollars ($ ) as compensation for the right to use the Work Product to complete the Project and subsequently use the work Product in accordance with Section 4.2 if Owner resumes the Project through its employees, agents, or third parties.
4.4 Owner’s Limited License
u
pon Design
-
Builder's Default. If this Agreement is terminated due to Design
-
Builder's default pursuant to Section 11.2 of the General Conditions of Contract, then Design-Builder grants Owner a limited license to use the Work Product to complete the Project and subsequently occupy the Project, and Owner shall thereafter have the same rights and obligations as set forth in Section 4.2 above.
Notwithstanding the preceding sentence, if it is ultimately determined that Design-Builder was not in default, Owner shall be deemed to have terminated the Agreement for convenience, and Design
-
Builder shall be
entitled to the rights and remedies set forth in Section 4.3 above.
4.5 Owner’s Indemnification for Use of Work Product. If Owner
is required to indemnify any
Indemnified Parties based on the use or alteration of the Work Product under any of the circumstances identified in this Article 4, Owner shall defend, indemnify and hold harmless
such
Indemnified Parties from
and against any and all claims, damages, liabilities, losses and expenses, including attorneys’ fees, arising out of or resulting from the use
or alteration of the Work Product.
Article 5
Contract Time
5.1 Date of Commencement. The Work shall commence within five (5) days of Design-Builder’s receipt of Owner’s Notice to Proceed (“Date of Commencement”) unless the parties mutually agree otherwise in writing.
5.2 Substantial Completion and Final Completion.
5.2 .1 Substantial Completion of the entire Work shall be achieved no later than October 31, 2019 (280 ) calendar days after the Date of Commencement (“Scheduled Substantial Completion Date”).
[At the parties’ option, the following supplemental language may be inserted at the end of Section 5.2.1. if the Project is subject to a Temporary Certificate of Occupancy ] 132
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The parties agree that the definition for Substantial Completion set forth in Section 1.2.18 of the General Conditions of Contract is hereby modified to read as follows:
“Substantial Completion is the date on which the Work, or an agreed upon portion of the Work, is sufficiently complete in accordance with the Contract Documents so that Owner can occupy and use the Project or a portion thereof for its intended purposes, provided, however, that Substantial Completion shall be deemed to have been achieved no later than the date of issuance of a Temporary Certificate of Occupancy issued by the local building official.”
5.2 .2
Interim milestones and/or Substantial Completion of identified portions of the Work (“Scheduled Interim Milestone Dates”) shall be achieved as follows: (Insert any interim milestones for portions of the Work with different scheduled dates for Substantial Completion)
January 8, 2019 – October 31, 2019 for Planning/Design, Construction (Tank Removal, System Installation
5.2 .3
Final Completion of the Work or identified portions of the Work shall be achieved as expeditiously as reasonably practicable. Final Completion is the date when all Work is complete pursuant to the definition of Final Completion set forth in Section 1.2.7 of the General Conditions of Contract.
5.2 .4
All of the dates set forth in this Article 5 (c
ollectively
the “Contract Time(s)”) shall be subject
to adjustment in accordance with the General Conditions of Contract.
5.3 Time is of the Essence. Owner and Design-Builder mutually agree that time is of the essence with respect to the dates and times set forth in the Contract Documents.
5.4 Liquidated Damages. Design-Builder understands that if Substantial Completion is not attained by the Scheduled Substantial Completion Date, Owner will suffer damages which are difficult to determine and accurately specify. Design-Builder agrees that if Substantial Completion is not attained by 10/31/19
( 280 ) days after the Scheduled Substantial Completion Date (the “LD Date”), Designer -Builder shall pay Owner five hundred Dollars ($ 500 ) as liquidated damages for each day that Substantial Completion extends beyond the LD Date.
[The parties may want to consider the following supplemental language within Section 5.4 if they
want to assess liquidated damages for failing to meet Final Completion. In this case, the first sentence in Section 5.2.3 should be deleted and replaced with the following language.]
Design - Builder understands that if Final Completion is not achieved within days of the Substantial Completion Date, Owner will suffer damages which are difficult to determine and accurately specify. Design-Builder agrees that if Final Completion is not achieved within
days of Substantial Completion, Design-Builder shall pay to Owner Dollars ($ ), as liquidated damages for each calendar day that Final Completion is delayed beyond the above - referenced number of days.
[In lieu of the liquidated damages specified in Section 5.4 or the alternate provided herein, the Parties may decide that the Agreement will provide for actual damages in the event of Project delay, with Owner being cautioned that there is a waiver of consequential damages under Section 10.5.1 of the General Conditions of Contract. In this case, delete Sections
5.4 and 5.5 and insert the following]
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5.4 Design - Builder and Owner have agreed not to provide for liquidated damages in this Agreement for failure of Design -Builder to achieve the Contract Time(s) set forth in this Article 5. Design- Builder understands, however, that Owner may suffer actual damages in the event the Contract Time(s) set forth herein are not timely achieved. Owner shall be able to recover such actual damages from Design -Builder to the extent it can demonstrate that actual damages have been incurred, are directly related and caused by Design - Builder’s failure to meet the Contract Time(s) set forth herein, and are not waived by Section 10.5.1 of the General Conditions of Contract. Notwithstanding the foregoing , in no event shall Design-Builder’s liability for actual damages for delays exceed Dollars ($ ).
5.5 Any liquidated damages assessed pursuant to this Agreement shall be in lieu of all liability for any and all extra costs, losses, expenses, claims, penalties and any other damages, whether special or consequential, and of whatsoever nature incurred by Owner which are occasioned by any delay in achieving the Contract Time(s).
[The Parties may also desire to cap the liquidated damages payable under this Agreement, in which case the following language should be included at the end of Section 5.5 .]
Owner and Design-Builder agree that the maximum aggregate liability Design - Builder has for any liquidated damages that may be assessed under this Agreement for failure to achieve the Contract Time(s) shall be Dollars ($ ).
5.6 Early Completion Bonus. If Substantial Completion is attained on or before ( ) days before the Scheduled Substantial Completion Date (the “Bonus Date”), Owner shall pay Design - Builder at the time of Final Payment under Section 7.3 hereof an early completion bonus of Dollars ($
) for each day that Substantial Completion is attained earlier than the Bonus Date. (If an early completion bonus is applicable to any dates set forth in Section 5.2.2 or 5.2.3 hereof, this Section 5.6 will need to be modified accordingly)
[The Parties may also desire to cap the early completion bonus payable under Section 5.6 , in which case the following language should be included.]
Owner and Design -Builder agree that the maximum aggregate amount that Design -Builder shall receive as the early Completion Bonus is Dollars ($ ).
5.7 [The Parties may also desire to modify Article 8.2.2 of the General Conditions of Contract relative to compensability of delays that would cause the Contract Time(s) to be extended. In such case, the following option can be used.]
In addition to Design - Builder’s right to a time extension for those events set forth in Section 8.2.1 of the General Conditions of Contract, Design -Builder shall also be entitled to an appropriate adjustment of the Contract Price for those events set forth in Section 8.2.1 of the General Conditions of Contract, provided, however, for Force Majeure Events, Design-Builder shall only be entitled to an increase in the Contract Price if said events exceed 60 cumulative days. Said additional compensation shall be limited to:
[Check one box only]
$ dollars a day for each day work is delayed beyond the Scheduled Substantial Completion Date.
or
the direct costs and expenses Design -Builder can demonstrate it has reasonably and actually incurred as a result of such event.
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Article 6
Contract Price
6.1 Contract Price. Owner shall pay Design -Builder in accordance with Article 6 of the General Conditions of Contract the sum of six hundred seventy four thousand Dollars ($ 674,000 )
(“Contract Price”), subject to adjustments made in accordance with the General Conditions of Contract.
Unless otherwise provided in the Contract Documents, the Contract Price is deemed to include all sales, use, consumer and other taxes mandated by applicable Legal Requirements.
6.2 Markups for Changes. If the Contract Price requires an adjustment due to changes in the Work, and the cost of such changes is determined under Sections 9.4.1.3 or 9.4.1.4 of the General Conditions of Contract, the following markups shall be allowed on such changes:
6.2 .1 For additive Change Orders, including additive Change Orders arising from both additive and deductive items, it is agreed that Design-Builder shall receive a Fee of
percent ( %) of the additional c osts incurred for that Change Order, plus any other markups set forth at Exhibit hereto.
6.2 .2
For deductive Change Orders, including deductive Change Orders arising from both additive and deductive items, the deductive amounts shall include:
[Check one box only]
No additional reduction to account for Design-Builder’s Fee or any other markup.
or
An amount equal to the sum of: (a) percent ( %) applied to the direct costs of the net reduction (which amount will account for a reduction associated with Design - Builder’s Fee); plus (b) any other markups set forth at Exhibit
hereto applied to the direct costs of the net reduction.
6.3 Allowance Items and Allowance Values .
6.3 .1 Any and all Allowance Items, as well as their corresponding Allowance Values, are set forth in an Exhibit hereto.
6.3 .2 Design - Builder and Owner have worked together to review the Allowance Items and Allowance Values based on design information then available to determine that the Allowance Values constitute reasonable estimates for the Allowance Item s. Design-Builder and Owner will continue working closely together during the preparation of the design to develop Construction Documents consistent with the Allowance Values. Nothing herein is intended in any way to constitute a guarantee by Design-Builder that the Allowance Item in question can be performed for the Allowance Value.
6.3 .3 No work shall be performed on any Allowance Item without Design-Builder first obtaining in writing advanced authorization to proceed from Owner. Owner agrees that if Design-Builder is not provided written authorization to proceed on an Allowance Item by the date set forth in the Project schedule, due to no fault of Design-Builder, Design-Builder may be entitled to an adjustment of the Contract Time(s) and Contract Price.
6.3 .4 The Allowance Value for an Allowance Item includes the direct cost of labor, materials, equipment, transportation, taxes and insurance associated with the applicable Allowance Item. All other costs, including design fees, Design - Builder’s overall project management and general 135
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conditions costs, overhead and fee, are deemed to be included in the original Contract Price, and are not subject to adjustment, regardless of the actual amount of the Allowance Item.
[In the alternative, the parties may want to delete Section 6.3.4 and add the following provision .]
In the event the actual direct cost of labor, materials, equipment, transportation, taxes and insurance associated with an Allowance Item is percent ( %) greater than or less than the Allowance Value for such Allowance Item, Design-Builder and Owner agree that Design-Builder’s right to Fee and markup shall be adjusted in accordance with Section 6.2.
6.3 .5 Whenever the actual costs for an Allowance Item is more than or less than the stated Allowance Value, the Contract Price shall be adjusted accordingly by Change Order, subject to Section 6.3.4. The amount of the Change Order shall reflect the difference between actual costs incurred by Design-Builder for the particular Allowance Item and the Allowance Value.
6.4 Performance Incentives .
6.4 .1 Owner and Design-Builder have agreed to the performance incentive arrangements set forth in Exhibit .
[ The parties are encouraged to discuss and agree upon performance incentives that will influence project success. These incentives may consist of Award Fees, incentives for safety, personnel retention, client satisfaction and similar items.]
Article 7
Procedure for Payment
7.1 Progress Payments.
7.1 .1 Design - Builder shall submit to Owner on the fifteenth ( 15 ) day of each month, beginning with the first month after the Date of Commencement, Design-Builder’s Application for Payment in accordance with Article 6 of the General Conditions of Contract.
7.1 .2
Owner shall make payment within ten (10) days after Owner’s receipt of each properly submitted and accurate Application for Payment in accordance with Article 6 of the General Conditions of Contract, but in each case less the total of payments previously made, and less amounts properly withheld under Section 6.3 of the General Conditions of Contract.
7.2 Retainage on Progress Payments
.
7.2 .1 Owner will retain percent ( %) of each Application for Payment provided, however, that when fifty percent (50%) of the Work has been satisfactorily completed by Design -Builder
and Design-Builder is otherwise in compliance with its contractual obligations, Owner will not retain any additional retention amounts from Design
-
Builder’s subsequent
Applications for Payment. Owner will also reasonably consider reducing retainage for Subcontractors completing their work early in the Project.
[Design-Builder and Owner may want to consider substituting the following retainage provision .]
Owner will retain percent ( %) from Design-Builder’s Applications for Payment, exclusive of general conditions costs, and any amounts paid to Design - Builder’s Design Consultant, from each Application for Payment provided, however, that when fifty percent (50%) of the Work has been satisfactorily completed by Design - Builder and Design - Builder is 136
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otherwise in compliance with its contractual obligations, Owner will not retain any additional amounts from Design - Builder’s subsequent Applications for Payment. Owner will also reasonably consider reducing retainage for Subcontractors completing their work early in the Project.
7.2 .2
Within fifteen (15) days after Substantial Completion of the entire Work or, if applicable, any portion of the Work, pursuant to Section 6.6 of the General Conditions of Contract, Owner shall release to Design -Builder all retained amounts relating, as applicable, to the entire Work or completed portion of the Work, less an amount equal to (a)
the reasonable value of all remaining or
incomplete items of Work as noted in the Certificate of Substantial Completion
and (b) all other
amounts Owner is entitled to withhold pursuant to Section 6.3 of the General Conditions of Contract.
7.3 Final Payment. Design-Builder shall submit its Final Application for Payment to Owner in accordance with Section 6.7 of the General Conditions of Contract. Owner shall make payment on Design -Builder’s properly submitted and accurate Final Application for Payment within thirty (30) days after Owner’s receipt of the Final Application for Payment, provided that Design -Builder has satisfied the requirements for final payment set forth in Section 6.7.2 of the General Conditions of Contract.
7.4 Interest. Payments due and unpaid by Owner to Design-Builder, whether progress payments or final payment, shall bear interest commencing five (5) days after payment is due at the rate of percent ( %) per month until paid .
7.5 Record Keeping and Finance Controls. With respect to changes in the Work performed on a cost basis by Design -Builder pursuant to the Contract Documents, Design -Builder shall keep full and detailed accounts and exercise such controls as may be necessary for proper financial management, using accounting and control systems in accordance with generally accepted accounting principles and as may be provided in the Contract Documents. During the performance of the Work and for a period of three (3) years after Final Payment, Owner and Owner’s accountants shall be afforded access to, and the right to audit from time-to- time, upon reasonable notice, Design -Builder’s records, books, correspondence, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to changes in the Work performed on a cost basis in accordance with the Contract Documents, all of which Design-Builder shall preserve for a period of three (3) years after Final Payment. Such inspection shall take place at Design
-
Builder’s offices during normal
business hours unless another location and time is agreed to by the parties.
Any multipliers or markups
agreed to by the Owner and Design
-
Builder as part of this Agreement are only subject to audit to confirm that such multiplier
or markup has been charged in accordance with this Agreement, with the composition
of such
multiplier or markup
not being
subject to audit.
Article 8
Termination for Convenience
8.1 Upon ten (10) days’ written notice to Design -Builder, Owner may, for its convenience and without cause, elect to terminate this Agreement. In such event, Owner shall pay Design
-
Builder for the following:
8.1 .1
All Work executed and for proven loss, cost or expense in connection with the Work;
8.1 .2
The reasonable costs and expenses attributable to such termination, including demobilization costs and amounts due in settlement of terminated contracts with Subcontractors and Design Consultants; and
8.1 .3
(Choose one of the following:)
The fair and reasonable sums for overhead and profit on the sum of items 8.1 .1 and 8.1 .2 above.
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or
Overhead and profit in the amount of percent ( %) on the sum of items 8.1 .1 and 8.1 .2 above.
8.2 In addition to the amounts set forth in Section 8.1 above, Design-Builder shall be entitled to receive one of the following as applicable:
8.2 .1 If Owner terminates this Agreement prior to commencement of construction, Design-Builder shall be paid zero percent (
0 %) of the remaining balance of
the Contract Price.
8.2 .2 If Owner terminates this Agreement after commencement of construction, Design - Builder shall be paid zero
percent ( 0
%) of the remaining balance of
the Contract Price.
8.3 If Owner terminates this Agreement pursuant to Section 8.1 above and proceeds to design and construct the Project through its employees, agents or third parties, Owner’s rights to use the Work Product shall be as set forth in Section 4.3 hereof. Such rights may not be transferred or assigned to others without Design
-
Builder’s express written consent and such third parties’ agreement to the terms of Article 4.
[The following Article 9 should be used only if the Owner and Design-Builder agree to establish their respective representatives at the time the Agreement is executed rather than during the performance of the Project.]
Article 9
Representative s of the Parties
9.1 Owner’s Representatives.
9.1 .1
Owner designates the individual listed below as its Senior Representative ("Owner’s Senior Representative"), which individual has the authority and responsibility for avoiding and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual’s name, title, address and telephone numbers)
9.1 .2
Owner designates the individual listed below as its Owner’s Representative, which individual has the authority and responsibility set forth in Section
3.4 of the General Conditions of Contract:
(Identify individual’s name, title, address and telephone numbers)
9.2 Design-Builder’s Representatives.
9.2 .1
Design
-
Builder designates the individual listed below as its Senior Representative ("Design
-
Builder’s Senior Representative"), which individual has the authority and responsibility for avoiding 138
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and resolving disputes under Section 10.2.3 of the General Conditions of Contract: (Identify individual’s name, title, address and telephone numbers)
9.2 .2
Design
-
Builder designates the individual listed below as its Design
-
Builder’s Representative,
which individual has the authority and responsibility set forth in Section
2.1.1 of the General
Conditions of Contract: (Identify individual’s name, title, address and telephone numbers)
Article 10
Bonds and Insurance
10.1 Insurance. Design - Builder and Owner shall procure the insurance coverages set forth in the Insurance Exhibit attached hereto and in accordance with Article 5 of the General Conditions of Contract.
10.2 Bonds and Other Performance Security. Design-Builder shall provide the following performance bond and labor and material payment bond or other performance security:
Performance Bond.
[Check one box only. If no box is checked, then no bond is required.]
Required Not Required
Payment Bond.
[Check one box only. If no box is checked, then no bond is required.]
Required Not Required
Other Performance Security.
[Check one box only. If no box is checked, then no other performance security is required.
If the “Required” box is checked, identify below the specific performance security that is being required and all salient commercial terms associated with that security.]
Required Not Required
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Article 11
Other Provisions
11.1 Other provisions, if any, are as follows: (Insert any additional provisions)
FORCE MAJEURE
If any party fails to perform its obligations because of strikes, lockouts, labor disputes, embargoes, acts of God, inability to obtain labor or materials or reasonable substitutes for labor or materials, governmental restrictions, governmental regulations, governmental controls, judicial orders, enemy or hostile governmental action, civil commotion, fire or other casualty, or other causes beyond the reasonable control of the party obligated to perform, then that party’s performance shall be excused for a period equal to the period of such cause for failure to perform.
BUSINESS LICENSE
PREVAILING WAGE
CONFLICT OF INTEREST
COMPLIANCE WITH STATUES AND REGULATIONS
PUBLIC RECORDS ACT
[Section 2.3.1 of the General Conditions of Contract sets forth a traditional negligence standard as it relates to the Design-Builder’s performance of design professional services. If the Basis of Design Documents identify specific performance standards that can be objectively measured, the parties, by including the following language, agree that the
Design-
Builder is obligated to achieve such standards.]
Notwithstanding Section 2.3.1 of the General Conditions of Contract, if the parties agree upon specific performance standards in the Basis of Design Documents, the design professional services shall be performed to achieve such standards.
[In lieu of Sections 10.3.1 through 10.3.3 of the General Conditions of Contract, the
p
arties
may want to delete such sections and include the following alternative dispute resolution clause.]
Any claims, disputes, or controversies between the parties arising out of or related to the Agreement, or the breach thereof, which have not been resolved in accordance with the procedures set forth in Section 10.2 of the General Conditions of Contract shall be resolved in a court of competent jurisdiction in the state in which the Project is located.
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In executing this Agreement, Owner and Design-Builder each individually represents that it has the necessary financial resources to fulfill its obligations under this Agreement, and each has the necessary corporate approvals to execute this Agreement, and perform the services described herein.
OWNER: DESIGN - BUILDER:
(Name of Owner) (Name of Design - Builder)
(Signature) (Signature)
(Printed Name) (Printed Name)
(Title) (Title)
Date: Date:
Caution: You should sign an original DBIA document which has this caution printed in blue. An original assures that changes will not be obscured as may occur when documents are reproduced.
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