ACTION:
____________________________
Clerk/Secretary
Department: Engineering Item No: C7
Prepared by:
Michael Hilker, Capital Projects Manager
Erin Adams, Management Analyst Meeting Date: August 22, 2023 Approved by:
Greg Mayer, Acting Director of Engineering
John Conley, City Manager Agenda Location: Consent Calendar SUBJECT: CIP NO. 8334 CIVIC CENTER SOLAR PROJECT – DESIGN/BUILD AGREEMENT AWARD RECOMMENDATION: Adopt City Council Resolution No. 2023- , approving an agreement with Baker Electric & Renewables, LLC for design/build services for the Civic Center Solar Project (CIP No. 8334).
CORRELATION TO CITY COUNCIL GOALS: Climate and Environmental Responsibility PRIOR ACTION: On June 28, 2022, adopted City Council Resolution No. 2022-108, approving a Six- Year Capital Improvement Program and FYs 2022/23 and 2023/24 Capital Project Budget and authorizing appropriations for Fiscal Years 2022/23 and 2023/24 Capital Projects (Vote: 4-0, Ritter absent (Ritter experienced technical difficulties)).
STATEMENT ON THE SUBJECT: Capital Improvement Program (CIP) Project No. 8334, Civic Center Solar Project, will design and construct solar canopies, a grid-tied solar photovoltaic system, located at 200 Civic Center Drive over the Alta Vista Drive parking lot. The preliminary location of the solar canopies is due to the proximity of existing electrical infrastructure, and overall long-term value compared to installing solar panels on the existing building roof. The Civic Center’s electrical utility bill will significantly decrease, and the project is expected to have a five-year payback period. Additionally, this Project promotes the City’s Climate Action Plan and provides GHG-reducing co-benefits by increasing distributed solar generation.
Award of Design/Build Agreement. On May 8, 2023, staff issued a request for proposals (RFP) for design/build services for the Civic Center Solar Project. The RFP was based on best value, with price to be negotiated with the selected firm. The RFP was advertised on the City of Vista’s website and the City’s electronic procurement portal, OpenGov.com. The following five firms responded to the RFP:
Firm Office Location
Baker Electric & Renewables, LLC (Baker) Escondido, CA
Grahovac Construction Company, Inc. La Mesa, CA
SolarCo Energy, Inc. Laguna Hills, CA
Solar Tech Energy Systems, Inc. El Cajon, CA
Sunistics Group Los Angeles, CA
AGENDA
REPORT
CITY COUNCIL
COMMUNITY DEVELOPMENT COMMISSION
SUCCESSOR AGENCY
BUENA SANITATION DISTRICT
JOINT POWERS FINANCING AUTHORITY
Approved above recommendation, adopted City Council Resolution No. 2023-154. vote: 5-0.
MEETING DATE: August 22, 2023 PAGE 2
SUBJECT: CIP NO. 8334 CIVIC CENTER SOLAR PROJECT – DESIGN/BUILD AGREEMENT AWARD The proposals were evaluated by staff and ranked based upon predetermined criteria including overall experience and technical competence, experience with projects of similar nature, rates and fees, proposed methods and plan to accomplish the work, and overall proposal.
Based on staff’s evaluation of the RFP responses, staff recommends the selection of Baker to design and construct CIP No. 8334. Baker, a local contractor, is teamed with experienced design firms and has an impressive resume of solar construction. In their proposal, Baker presented an excellent approach to the project, including a detailed analysis and presented potential challenges with solutions.
The agreement with Baker includes design, and pre-construction costs in the amount of $228,318.00.
Once design is complete, a Guaranteed Maximum Price and construction schedule will be established for construction, and an Amendment for construction will be prepared for Council approval.
FISCAL IMPACT: The cost for Baker to provide the Civic Center Solar Project design, and pre- construction services is $228,318.00. The project is currently funded by a grant received from the California Energy Commission and funding is available in the Fiscal Year 2023/24 Capital Improvement Budget for Capital Improvement Project (CIP) No. 8334 Civic Center Solar Project (source appropriation account no. 1176208.578999.8334).
EXHIBITS:
1.City Council Resolution No. 2023- , approving an agreement with Baker Electric & Renewables, LLC for design/build services for the Civic Center Solar Project (CIP No. 8334)
2.Agreement with Baker Electric & Renewables, LLC for design/build services for the Civic Center Solar Project (CIP No. 8334)
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00029213 7
RESOLUTION NO. 2023-
A RESOLUTION OF THE CITY COUNCIL OF THE CHARTERED CITY OF
VISTA, CALIFORNIA, APPROVING AN AGREEMENT WITH BAKER
ELECTRIC & RENEWABLES, LLC FOR DESIGN/BUILD SERVICES FOR THE CIVIC CENTER SOLAR PROJECT (CIP NO. 8334)
The City Council of the City of Vista does resolve as follows:
1. Findings. The City Council hereby finds and declares the following:
A. Pursuant to section 3.08.075 of the Vista Municipal Code, a request for proposals (RFP) was issued on May 8, 2023 for design/build services for the Civic Center Solar Project (CIP No. 8905).
B. Five proposals were submitted in response to the RFP and were evaluated based upon the predetermined criteria identified in the RFP.
C. Staff recommends the selection of Baker Electric & Renewables, LLC as the contractor to provide design/build services for the Civic Center Solar Project (CIP No. 8905).
2. Action.
A. The agreement between the City of Vista and Baker Electric & Renewables, LLC for design/build services for the Civic Center Solar Project in Phase 1 amount of $228,318.00 is approved, and the Mayor is authorized to execute the contract.
3. Adoption. PASSED AND ADOPTED at a meeting of the City Council of the City of Vista held on August 22, 2023, by the following vote:
AYES:
NOES:
ABSTAIN:
APPROVED AS TO FORM:
WALTER CHUNG, CITY ATTORNEY
By:
APPROVED
Walter C. Chung
20230809144414
JOHN B. FRANKLIN, MAYOR
ATTEST:
KATHY VALDEZ, CITY CLERK
By:
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EXHIBIT 1
00111547 1{
DESIGN / BUILD SERVICES FOR THE
CIVIC CENTER SOLAR PROJECT
CIP NO. 8334
THIS AGREEMENT is made and entered into as of ________________ (Contract Date) by and between the CITY OF VISTA (“City”), a chartered municipal corporation, and BAKER ELECTRIC & RENEWABLES, LLC (“Design Builder or DB”). City and DB are sometimes individually referred to as “Party” and collectively as “Parties”.
RECITALS
1.On May 8, 2023, a Request for Proposal (RFP) (Exhibit 3) was issued for design/build services for the Civic Center Solar Project – CIP No. 8334; and
2.Five firms submitted proposals and based upon the review of each proposal and interviews with the top firms, Design Builder was selected as the respondent who best met the evaluation criteria specified in the RFP including experience and technical competence, quality of proposed components, schedule, costs, and financial resources and with whom City could negotiate an agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein:
THE PARTIES AGREE:
Section 1: General Scope of Work to Be Performed by DB
1.1 In accordance with the terms set forth in this Agreement and the Design Build Proposal for the Civic Center Solar Project (Exhibit 1 attached hereto and incorporated herein), Civic Center Solar Project – CIP No. 8334 shall include, but not be limited to all components outlined and described in Exhibit 1.
1.2 The services provided by the DB shall include, but not be limited to, all services outlined and described in this agreement and the design, and construction services within Exhibit 1.
1.3 The DB shall:
1.3.1 Perform design and pre-construction services (Phase I) on a fixed fee basis for an amount not-to-exceed $228,318.00 as specified in DB’s Preliminary Cost Worksheet. At 90% complete construction documents, or at an alternative time mutually agreed upon between the City and DB, the DB shall propose a Guaranteed Maximum Price (GMP) which will include, but not be limited to, the cost for all labor, equipment, and material to design and construct the Phase II Project in accordance with all applicable rules, regulations, and laws. If the Parties agree to DB’s proposed GMP, or successfully negotiate an alternative GMP amount, the Parties shall enter into an amendment to this Agreement to fund and undertake Phase II of the Project. Under the amendment, the DB fee shall be 20% of the cost of construction defined as the total sum of trade contracts (subcontractors), materials (purchase orders), equipment, self-performed work and general conditions. Any costs incurred by DB in excess of the established GMP shall be the sole responsibility of the DB, unless a Change Order is approved by the City. Any savings resulting in the project being completed for less than the amount of the GMP shall belong to the City.
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EXHIBIT 2
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1.3.2 Provide the proposed GMP to City by April 4, 2024, and complete the Phase I design services by March 14, 2024, including City approval of 90% construction drawing package, in accordance with the schedule set forth in Exhibit 1.
Section 2: General Obligations of City
2.1 City shall be obligated as follows:
2.1.1 Designate a representative (or representatives) who is/are authorized to act on behalf of City with respect to the Project, except as to those decisions that require authorization by the Vista City Manager or Vista City Council.
2.1.2 Make decisions with reasonable promptness to avoid delay in the orderly progress of DB’s services per the schedule in Exhibit 1.
2.1.3 At the request of DB, City will use its best efforts to provide DB with any available information about the Project Site, including the information contained in the RFP Appendices; it will, however, be the responsibility of DB to take all reasonable steps to verify all such information as it deems necessary to perform its services under this Agreement. City does not warranty to DB the accuracy or completeness of any such information.
2.1.4 Cooperate with DB in identifying, processing and securing required permits and licenses in a timely fashion; however, this duty to cooperate does not relieve DB of its primary obligations to identify, apply for and secure all necessary permits and licenses in a timely manner.
2.1.5 Make payments to DB in the amounts and in accordance with the terms set forth below.
2.1.6 Issue Certificate of Substantial Completion when City reasonably determines the Project has achieved Substantial Completion as defined below in Section 16.1.
2.1.7 Issue a Notice of Acceptance when City reasonably determines the Project has achieved Final Completion as defined in Section 16.2.
2.2 City Review Process. City shall review the Schematic Design, Design Development, and 90% and 100% Construction Drawings (CD’s), including project specifications, which shall allow construction of Project in conformity with the RFP (including Appendices).
2.2.1 For each DB submission, City shall have ten (10) working days to review, approve, conditionally approve or deny said set of documents.
Section 3: General Obligations of DB
3.1 DB shall be obligated as follows:
3.1.1 Provide all supervision, labor, equipment, technical expertise, safety equipment, and service operations to complete the Project.
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3.1.2 At all times in performing its services, design and deliver the best possible Project consistent with the standard of care that satisfies the time, monetary, quality and design parameters set forth in this Agreement.
3.1.3 Design and construct the Project on time, consistent with timeframes set forth in the Project Schedule (Exhibit 1), and in such a manner that the GMP or Contract Time of the Project shall not be exceeded, except by written Change Order as provided in Section 14. DB shall provide monthly progress billings during Phase 1 and Phase 2 in forms approved by the City.
3.1.4 Perform all services as expeditiously as is consistent with reasonable skill and care and shall complete the services within each and all of the time periods set forth in the Project Schedule (Exhibit 1).
3.1.5 Any subcontractors performing Project construction must be appropriately licensed by the California Contractors State License Board or other required agency.
3.1.6 Perform or subcontract all design services for the Project utilizing qualified, licensed and sufficiently experienced architects, engineers, and other professionals (“Design Consultants”) as identified in Exhibit 1. DB shall not be permitted to substitute any Design Consultant unless authorized by City. The fact that the City approves the subcontracting of any such services will in no way relieve the DB of any of its obligations or responsibilities under this RFP or this Agreement.
3.1.7 Provide cost estimating, constructability review, and value engineering services that take into consideration long-range maintenance costs, energy efficiency, and the impact of the operation of the Project. Provide cost estimating to the City throughout the design process, with complete cost estimates to be provided at the completion of schematic design, at the completion of design development, and at the time the GMP is proposed (90% CD’ s or at an alternative time mutually agreed to by the City and DB).
3.1.8 Ensure that DBT personnel conduct themselves in a professional manner at all times. Personnel shall be courteous, neat in appearance, and wear visible identification including all personal protective equipment. All equipment must display their company identification, including any subcontractors.
3.1.9 Comply with the California Fair Employment and Housing Act and all other State, Federal and local laws including, but not limited to, those prohibiting discrimination, on account of race, color, national origin, religion, age, sex or handicap.
3.1.10 Take all reasonable steps during the course of the Project so as not to interfere with the ongoing operation of the adjacent residences, businesses and facilities, including but not limited to the following:
3.1.10.1 Not interfere with pedestrian and vehicular access.
3.1.10.2 Take all reasonable steps during the course of construction to control dust in accordance with the provisions in the latest Edition of the Standard Specifications for Public Works Construction and most recent Supplement (“Greenbook”). Ensure that all work conforms to the City of Vista noise ordinance unless authorized by the designated City representative. The DB shall ensure all 08/22/2023 C7 6 of 187
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DBT personnel comply with all relevant OSHA, Cal/OSHA, and labor and industrial work safety regulations at all times they are on the Project Site. The DB is responsible for implementing confined space entry procedures, if required, in accordance with all applicable laws and regulations.
3.1.11 Study all applicable laws, codes, ordinances, rules, orders, regulations, and statutes affecting the Project, including but not limited to, zoning, environmental, building, fire and safety codes and coverage, and lien laws, and comply with them in performance of its services. DB shall ensure that the Project design conforms to all applicable federal, state and local laws, statutes, ordinances, rules, regulations, orders or other legal requirements, (collectively “Governmental Requirements”) existing as of the date of this Agreement. However, the City recognizes that Governmental Requirements and their interpretations by governmental officials (“Code Authority”) are often subject to change at any time, even after issuance of a notice to construct. If, after the date of this Agreement, modifications to the Project are required because of a change in Governmental Requirements or their interpretation by a Code Authority which had not previously been given, or which if given, was different than a prior interpretation of a Code Authority, DB shall make the required modifications to comply with the same. However, in the event of such an occurrence the compensation to DB and the associated design and pre- construction schedule may be subject to an adjustment. Nothing contained in this paragraph shall relieve DB of its obligations to modify the Project at its own expense where DB has failed to design the Project in compliance with Governmental Requirements applicable as of the date of this Agreement.
3.1.12 Obtain all permits necessary to complete the Project. City shall reimburse cost of permits, except that DB shall be responsible for obtaining and paying for all permits normally obtained by the trades or subcontractors.
3.1.13 Adhere to the provisions of all permits and rules and regulations, including but not limited to those from with the latest Edition of the Standard Specifications for Public Works Construction and most recent Supplement (“Greenbook”) and the City of Vista.
3.1.14 Comply with all licensing requirements of the State of California and the City of Vista.
3.1.15 Use reasonable care to avoid damaging existing improvements, buildings, equipment and vegetation adjacent to the Project Site. If DB causes damage to any of this property, DB shall replace or repair said property at no expense to City and shall not be a basis for seeking an adjustment to the GMP or Contract Time.
DB agrees to indemnify City for any and all fines, penalties, liabilities, cost imposed upon City, its officers, employees and agents as a result of this Project.
3.1.16 Perform Quality Control (“QC”). Review the drawings and specifications in order to identify and correct errors and omissions and reduce the quantity of Change Orders during the course of construction. Include a detailed review of drawings and designs relative to applicable laws and standards.
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liabilities shall not be chargeable to the City nor shall they be a basis for seeking an adjustment in the GMP or Contract Time.
3.1.18 DB agrees to fully assume all risks, and costs associated with such risks, in performing the services and meeting the obligations under this Agreement. DB shall verify actual site conditions, topography, and facility conditions.
3.1.18.1 Unanticipated subsurface site conditions.
3.1.18.1.1 City assumes risks for unanticipated subsurface site conditions provided DB notifies City in writing within five (5) calendar days of discovery if DB believes it has
uncovered or revealed a condition which:
3.1.18.1.1.1 Is of an unusual nature and differs
materially from conditions ordinarily
encountered and generally recognized as
inherent in the work required by this RFP and
the Design/Build Contract.
3.1.18.1.1.2 Upon receipt of a written notice, City
shall promptly investigate and if it determines
the conditions do materially differ, requiring a
change in the Work, City shall commence the
processing of a Change Order pursuant to
Section 14 of the Design/Build Contract. If
City determines there is no bona fide Work
scope change or is a minor change, which
does not impact GMP or Contract Time, City
shall notify DB within ten (10) calendar days.
3.1.18.1.1.3 DB shall not be entitled to an
adjustment in the GMP or Contract Time if DB
knew of the existence of such conditions at
the time DB submitted and agreed to GMP or
Contract Time; or the existence of such
condition could reasonably have been
discovered.
3.1.19 DB shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. Compliance with this section by DB shall not in any way excuse or limit DB’s obligations to fully comply with all other terms in this Agreement.
3.1.19.1 Contractor’s License. DB warrants that at least one member of the DB team shall be licensed by the California Contractor’s State License Board as an A, B, C7, C10, and C46. DB is to provide a list of the responsible people within their organizations performing services, which shall include their qualifications and their function, for approval by the City prior to start of services. City and DB shall establish “key personnel” who shall remain on the Project until Final Completion. If any such “key 08/22/2023 C7 8 of 187
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personnel” leave the employment of DB, City shall have the right to approve the replacement personnel assigned to this Project. DB shall comply with all licensing requirements of the State of California and City of Vista.
3.1.19.2 Project Manager and Project Engineer. Throughout all phases of the Project hereunder, the individual project manager, and project engineer shall be as reflected in Exhibit 1. So long as the Individual Project Manager and Project Engineer remain in the employ of the General Contractor and/or Engineer, such persons shall not be changed or substituted from the Project, or cease to be fully committed to the Project as deemed necessary by the City in its reasonable discretion, without the prior written consent or instruction of the City.
3.1.19.3 City Right to Remove Project Manager, and Project Engineer.
Notwithstanding the foregoing provisions of Section 3.1.19, if the Individual Project Manager or Project Engineer, proves not to be satisfactory to the City, upon written notice from the City to the DB, such person or person shall be promptly replaced by a person who is acceptable to the City in accordance with the procedures set forth below.
3.1.19.4 Replacement Selection of Project Manager and/or Project Engineer. Within five (5) working days after receipt of a notice from the City requesting the replacement of any Individual Project Manager or Project Engineer, or promptly following the discovery by the Design Build Team that any Individual Project Manager, or Project Engineer is leaving the employ of the DB or Engineer, as the case may be, the
replacement/substitution (together with such person’s resume and other information regarding such person’s experience and qualifications) for approval by City. The replacement/substitution shall commence work on the Project no later than five (5) calendar days following the City’s approval of such replacement, which approval shall not be unreasonably withheld.
3.1.20 DB agrees and acknowledges that the City Representative is the only person with authority to approve additions or modifications to Project. Any costs or delays resulting from or associated with additions or modifications implemented without the written authorization of the City Representative shall be borne exclusively by DB and not be grounds for an increase in the GMP or Contract Time (Exhibit 1) of this Agreement, unless necessary to protect public health, safety or property.
3.1.21 DB shall fully cooperate with City Representative and any of its agents assigned to this project.
3.1.22 The DB shall remain in compliance with the City of Vista Water Quality Protection Program and, where applicable, the County of San Diego’s stormwater protection program, and shall exercise every reasonable precaution to prevent the discharge of any material which is not solely storm water (i.e., rain events) to the storm drain system. The DB will be responsible for the complete cleanup of all material that is discharged from the project in violation of the discharge rules.
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Section 4: Work Restriction and Bidding Requirement
4.1 DB shall determine how best to package portions of the work for purposes of bidding. DB shall be responsible for selectively bidding all construction work to others and for entering into subcontracts, in DB's own name, with the bidder who in DB’s discretion, in consultation with the City Representative, best meets the monetary, time, and performance requirement of the Project.
DB is required to submit a summary of bid results for each bid package. DB shall be responsible for ensuring that these contracts fully comply with all applicable local, state and federal laws, some but not all of which are listed below.
4.2 DB shall hear and decide bid protests and shall develop and maintain bid protest procedures for that purpose. City shall be timely informed of all bid protests (prior to resolution) and the outcome of said protests.
Section 5: DB’s Phase I Services and Obligations – Design Services
5.1 DB’s services in Phase I shall include those specified in Section 5.1 of the RFP.
Section 6: DB’s Phase II Services and Obligations – Construction Services
6.1 Contingent on City’s approvals during Phase I and a Contract Amendment to include the Construction Schedule, GMP, and other applicable provisions, DB’s services in Phase II shall include those specified in Sections 5.1 and 5.2 of the RFP.
Section 7: INTENTIONALLY LEFT BLANK
Section 8: INTENTIONALLY LEFT BLANK
Section 9: Additional Services
9.1 City will have the right to direct DB to perform Additional Services beyond those specified in this Agreement. DB may provide Additional Services only if authorized in writing, in advance, by City and after complying with Section 9.4. The City may propose changes to the Work of a subcontractor after the bid has been awarded. In the event of a change of this nature, DB will estimate the cost of the Change Order, assist City in developing drawings and specifications as necessary, solicit a revised bid, negotiate with the subcontractor, present a recommendation for a Change Order to City, and implement construction as approved by City.
9.2 For Additional Services which increase the Hard Construction Costs, or other reasonably necessary costs of the Project, DB shall be paid a DB fee of 20% of the total additional labor, equipment, and material costs. This fee includes DB’s profit. Bond and insurance costs will be paid in addition to the DB fee in accordance with the percentages in the Preliminary Cost Worksheet.
9.3 For Additional Services, which result in an extension of the Substantial Completion date, DB and City shall negotiate the additional costs.
9.4 If at any time DB contends that it is being asked to perform Additional Services, it shall give City written notice 5 days prior to performing said services indicating that DB intends to seek additional compensation beyond the GMP. Furnishing advance written notice shall be a condition precedent to being able to seek additional compensation from City.
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Section 10: Bonds
10.1 DB shall furnish performance and payment bonds with the names of the obligees designated as the City in the amount set forth below, as security for the faithful performance and payment of all DB’s obligations under the Agreement. These bonds shall remain in effect at least until thirty (30) days after the filing date of Notice of Completion, except as otherwise provided by law or regulation or by this Agreement. DB shall also furnish such other bonds as are required by this Agreement.
10.1.1 The performance bond shall be in the amount of 100% of the GMP.
10.1.2 The payment bond shall be in the amount of 100% of the GMP.
10.2 All bonds shall be in the form prescribed by City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, and whose underwriting limitation is sufficient to issue bonds in the amount required by this agreement and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent’s authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the limits so required.
10.3 If the surety on any bond furnished by DB is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located, DB shall within seven (7) days thereafter substitute another bond and surety, which must be acceptable to City.
Section 11: Insurance
11.1 The insurance provisions shall meet the requirements of Exhibit 2 which shall not be construed to limit DB’s indemnity obligations contained in this Agreement.
Section 12: Inspection
12.1 DB shall be responsible for all specialty inspection and material testing and inspections.
The City shall perform inspection with its own forces. It shall be the responsibility of DB, however, to call for, coordinate and schedule all inspections.
12.2 City, its consultants, subcontractors, independent testing laboratories as well as other governmental agencies with jurisdictional interests will have access at reasonable times for this observation, inspecting and testing. DB shall provide them proper and safe conditions for such access and advise them of DB’s safety procedures and programs so that they may comply.
12.3 DB will make, or have made, such inspections and tests, as the City deems necessary to see that the Work is being accomplished in accordance with the requirements of the Construction Documents or shall in any way limit or modify DB’ s indemnity obligations as provided for within this agreement. Unless otherwise specified, the cost of such inspection and testing will be bid out and carried as a line item in the construction cost. In the event such inspections or tests reveal non-compliance with the requirements of the Construction Documents, DB shall bear the cost of corrective measures deemed necessary by City, as well as the cost of subsequent re-inspection and re-testing. Neither observations by the City nor inspections, tests, or approvals by others shall relieve DB from DB’s obligations to perform the Work in accordance with the Construction 08/22/2023 C7 11 of 187
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Documents. DB shall give City timely notice of readiness of the Work for all required building inspections and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. DB shall give at least 24 hours’ notice for inspections.
12.4 City has the right to stop or suspend Work activities which will conceal or cover up DB Work product which is to be inspected or tested, or which will interfere with the inspection or testing activities, for a reasonable time and DB will have no right to additional compensation.
Section 13: DB GMP for Services and Reimbursements
13.1 DB shall submit to City 90% CD’s for plan check. Upon the approval of the 90% CD’s (or at an alternative time agreed upon by the City and DB), DB shall, within twenty (20) working days, submit a GMP for approval by City. The GMP shall include all Hard Construction Costs, DB Contingency Fund, Reimbursable Costs, and DB Fixed Fee for the complete design and construction of the entire Project as specified in the 90% CD’s; provided that:
13.1.1 Said GMP shall be supported by a detailed itemized breakdown that shows: the DB Fixed Fees and the expected Hard Construction Costs for each of the major trades on the Project which will include labor, material expenses, equipment costs, and a reasonable DB Contingency Fund. Said DB contingency fund shall not exceed __5% of the Hard Construction Costs.
13.1.2 All Hard Construction Costs included in the GMP are for direct Construction costs incurred in performing the work, including taxes, delivery and installation. City shall reimburse DB for the exact amount of subcontract, self-performed work or invoice amount.
No additional DB markup, handling fees, overhead, or other charges are to be added or paid except as otherwise set forth in this agreement. Upon Final Completion of the Project, any amount of Hard Construction Costs or DB Contingency Fund monies not utilized shall result in a deductive Change Order.
13.1.3 The GMP shall include a DB Contingency Fund which can be used by the DB with City approval. If the Parties mutually agree that there is a sufficient surplus, the DB Contingency Fund will be available to provide additional funds for Change Orders as provided for in Section 14 of this Agreement. This Contingency Fund will not be available for: (1) Work required due to DB’s and/or Contractors/subcontractors failure to perform according to the terms of this Agreement and/or in compliance with the Construction Documents, or (2) uninsured losses resulting from the negligence of DB or its Contractors/subcontractors. All Change Orders, including zero dollar Change Orders, which require the use of the DB Contingency Fund, shall require City approval.
13.1.4 DB shall prepare, with the cooperation of the City, alternate bid items to assist in meeting the GMP.
13.2 DB shall perform the Phase I Services on a fixed fee basis for an amount not to exceed $$228,318.00, as specified in DB’s Preliminary Cost Worksheet. Except as otherwise expressly provided in this Agreement, as full and complete compensation for performance of all Services under this Agreement, DB shall be compensated by the GMP sum to be determined at 90% construction documents (or at an alternative time agreed upon by the City and DB). Said amounts for the Phase I and Phase II Services shall not be exceeded unless Additional Services are requested pursuant to Section 9 above or a Change Order issued pursuant to Section 14. Unless otherwise expressly provided in this Agreement, the GMP shall include full compensation for all costs of any type incurred by DB in performing all services and obligations under this Agreement, including but not limited to the following:
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13.2.1 All Design Consultants.
13.2.2 Estimating, constructability review, management of design consultants and value engineering.
13.2.3 Construction supervision and project management personnel, including but not limited to superintendents, Project managers, Project secretaries, Project engineers, Project accountants, and all other DB personnel wherever located.
13.2.4 All on-site and off-site equipment, supplies and facilities, including but not limited to, computers, estimating, dictating, communication and accounting equipment, office space, trailers, field equipment, fencing and site security, portable toilets, and storage facilities.
13.2.4.1 In no case shall the cumulative monthly rental charges to the Project for equipment and Small Tools used by the DB exceed 90% of the fair market value of any one piece of equipment or Small Tools. At City’s option, the full price for equipment or Small Tools may be paid, and City may take possession upon completion of the Work.
13.2.5 All home-office and field overhead costs of any type including document control and retention.
13.2.6 All business license costs.
13.2.7 All profit DB intends to earn under this Agreement.
13.2.8 All direct and incidental costs incurred by DB, except for those specifically identified in Section 9.
13.3 DB shall be reimbursed, without markup and only as specified in this Agreement for the following “Reimbursable Costs:”
13.3.1 Any reimbursable cost expressly provided for elsewhere in this Agreement.
13.4 DB agrees and acknowledges the City retains its full and complete discretion for all legislative actions, including any future appropriations necessary to complete this Project or fund this Agreement. As more fully provided in Section 26, the City may terminate this Agreement for any reason, including but not limited to, if City Council fails to appropriate sufficient funds or is unsuccessful at obtaining long term financing.
Section 14: Change in GMP and Contract Time
14.1 The GMP and Contract Time may only be changed by written Change Order. Change Orders shall be issued only under the following circumstances:
14.1.1 The City directs DB to perform Additional Services or City Changes as provided in Section 9.
14.1.2 For reasons expressly provided elsewhere in this Agreement.
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14.2 The following procedure shall be followed for the issuance of Change Orders:
14.2.1 Upon the occurrence of any event that gives rise to a Change Order, including any action, inaction, decision or direction by City or agent for the City, DB shall give the City notice of the same within five (5) calendar days. DB shall not proceed with any such services or work until such notice has been given to the City except if such services or work are necessary to protect public health, safety or property as directed by the City Representative in writing.
14.2.2 If DB submits a request to change the GMP, DB shall: (1) inform City of any request to change the GMP or Contract Time at the next Project Team Meeting; (2) provide City with a list of recommended revisions which DB believes will bring Project within the GMP; and (3) assist City in reviewing the itemized cost breakdown and recommend revisions so that City can revise the scope of the Project so that the GMP is not exceeded.
14.2.3 DB’s notice to the City shall include a detailed and complete estimate of the cost and time impacts associated with the requested Change Order, including all appropriate direct and indirect costs and credits. All such costs and credits shall be accurately categorized into DB Fixed Fee, Reimbursable Costs or Hard Construction Costs. DB shall also provide City with a realistic estimate of the impact, if any, the Change Order will have on the Contract Time. DB shall provide complete and accurate pricing within ten (10) calendar days of the occurrence of the event that gives rise to a Change Order.
14.2.4 Upon submission of the detailed estimates by the DB, the Parties will attempt to negotiate an appropriate adjustment in GMP and Contract Time. If an agreement is reached, a Change Order reflecting the agreement will be executed by the Parties. If an agreement is not reached, the City shall have the option to direct the DB to proceed with the subject services and/or work, during which time the DB shall contemporaneously maintain accurate and complete records of all labor, material and equipment utilized in performing the subject services and/or work. These records shall be submitted to the City and shall become the basis for continued negotiations between the Parties for an equitable adjustment to the GMP and/or Contract Time.
14.2.5 In the event there is any disagreement or dispute between the Parties as to whether the DB is entitled to a Change Order or the amount of the Change Order, the matter shall be resolved in accordance with Section 33. DB shall not have the right to stop or delay in the prosecution of any services or work, including services or work that is the subject of the Change Order, pending this resolution process. Instead, DB shall continue diligently prosecuting all such services and work.
14.2.6 City may, in its sole discretion, adjust the GMP or Contract Time for any undisputed amount or time associated with the Change Order or Additional Services.
14.3 All Change Orders, including zero dollar Change Orders which require the use of DB Contingency Fund, irrespective of impact on GMP and Contract Time shall require City approvals, however City shall not unreasonably withhold approval for use of contingency funds for changes normally encountered due to unforeseen omissions in the work packages and minor clarifications of the drawings.
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Section 15: Payment Terms
15.1 DB shall provide all Phase I Services for the Phase I Fee. DB shall submit certificate and application for payment to the City on a monthly basis for Phase I Services rendered and costs incurred in a form approved by the City. The monthly payment shall be based upon percentage of completion of the Schedule of Values plus any Reimbursable Costs as provided in Section
15.3. 15.2 DB shall provide all Phase II Services for the Phase II Fee. DB shall submit certificate and application for payment to City on a monthly basis for Phase II Services in a form approved by the City. The monthly payment application shall be based upon the percentage of completion of the Schedule of Values plus any Reimbursable Costs and Hard Construction Costs as provided in Section 15.3 and 15.4, less any payments previously made by the City and subject to the receipt of unconditional lien releases for all prior payments and if the invoiced amount is not disputed by City, it shall pay DB ninety five percent (95%) of payment application based upon the percentage complete of the Schedule of Values and 100% of the reimbursable costs within thirty (30) days after receipt of the fully documented invoice. City will withhold the remaining 5% as security for DB’s full performance.
15.3 DB shall develop and maintain an accurate system for tracking all Reimbursable Costs.
Utilizing this system, DB shall include with each monthly payment application an itemization of all such Reimbursable Costs actually incurred by DB, during the previous month. If requested by the City, DB shall provide all backup documentation supporting such Reimbursable Costs.
15.4 DB shall develop and maintain an accurate system for tracking all Hard Construction Costs it incurs on the Project. Utilizing this system, DB shall include with each monthly application for payment an itemization of all Hard Construction Costs actually incurred by DB during the previous month.
15.5 DB shall separately submit to City certificate and application for payment on a monthly basis for any authorized Additional Services performed by DB. Subject to the receipt of unconditional lien releases for all prior payments and if Additional Services are not disputed by City, City shall pay ninety five percent (95%) of the invoiced amount within thirty (30) days of receipt of fully complete invoice. City will withhold the remaining 5% as security for DB’s full performance.
15.6 Subject to Sections 15.8, City shall pay DB the five percent (5%) retention being withheld pursuant to Sections 15.2, and 15.5 as part of the “Final Payment” to DB. Final Payment will be made thirty-five (35) days after Final Completion.
15.7 The City Manager will consider the release of the entire retention for subcontractors upon completion of the subcontractors’ work and execution of a disclaimer and unconditional final lien release by the subcontractor.
15.8 In lieu of withholding retention under this Agreement, at the election of DB, City will deposit retention amounts into escrow and/or the substitution of securities for money as provided in California Public Contract Code Section 22300.
Section 16: Project Completion
16.1 Substantial Completion shall be that stage in the progress of the construction when all Work on the Project is sufficiently complete in accordance with the Construction Documents so 08/22/2023 C7 15 of 187
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that City can fully utilize entire Project; Substantial Completion shall further mean that all goods, services and systems to be provided under the terms and conditions of the Construction Documents are in place and have been initially tested, and are operationally functional, subject only to final testing, balancing and adjustments and normal Final Completion punch list Work.
16.2 Final Completion shall be deemed to occur on the last of the following events: (1) recordation of a Notice of Completion for the Project; (2) acceptance of the Project by the City; (3) issuance of a final Certificate of Occupancy for the Project; (4) submission of all documents required to be supplied by DB to City under this Agreement, including but not limited to As-Built Drawings, warranties, and operating manuals; (5) and delivery to City of a Certificate of Completion duly verified by DB.
16.3 DB shall provide City with a Certificate of Completion, certifying to City under penalty of perjury that the Project has been completed in accordance with the Construction Documents, all applicable building codes and regulations, all permits, licenses, and certificates of inspection, use and occupancy, and ordinances relating to the Project.
16.4 DB shall provide one set of City final record drawing documents at the end of construction and one copy in electronic format (“As-Built Drawings”). As-Built Drawings are to be accurate and legible records showing exact location by dimensions, and the exact depth by elevation of underground lines, valves, plugged tees, wiring and utilities.
16.5 DB shall provide a copy of, or make available before destruction, all records (which includes all writings as defined in Evidence Code Section 250) to the City upon receipt or generation, which shall include a copy of DB’s filing protocol.
Section 17: Contract Time
17.1 The “Contract Time” shall be the number of calendar days stated in Section 1 for DB to achieve Substantial Completion.
17.2 “Time is of the essence” with regard to Contract Time and all milestones listed in the schedule.
17.3 The Contract Time may only be changed by a Change Order as set forth in Section 14.
17.4 Further, an extension in Contract Time will not be granted unless DB can demonstrate through an analysis of the Project Schedule that the increases in the time to perform or complete the Project, or specified part of the Project, beyond the corresponding Contract Time arise from unforeseeable causes beyond the control and without the fault or negligence of DB, its Design Consultants, and subcontractors or suppliers, and that such causes in fact lead to performance or completion of the Project, or specified part in question, beyond the corresponding Contract Time, despite DB’s reasonable and diligent actions to guard against those effects.
17.5 DB carries the burden of proving an entitlement to an increase in the Contract Time.
Delays attributable to and within the control of Design Support Consultants, or subcontractor or supplier shall be deemed to be delays within the control of DB. No time extension will be allowed for such delays. An increase in Contract Time does not necessarily mean that DB is due an increase in the GMP.
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Section 18: Late Completion
18.1 City and DB recognize that time is of the essence in this Agreement and that City will suffer financial loss if the Project is not completed within the Contract Time, plus any extensions thereof allowed in accordance with Section 17.3. They also recognize the delays, expense, and difficulties involved in proving in a legal proceeding the actual loss suffered by City if the Project is not completed on time. Accordingly, instead of requiring any such proof, City and DB agree that DB shall pay as liquidated damages (but not as a penalty) for each calendar day of delay beyond the time specified for Substantial Completion of the Project, the following amounts which DB expressly agrees are “not unreasonable under the circumstances” as defined in California Civil Code §1671(b): $500 for each calendar day. Liquidated Damages shall not be assessed after the date on which Substantial Completion is achieved pursuant to Section 16.
Section 19: Right to Modify Work
19.1 Without invalidating the Agreement and without notice to any surety, City may at any time or from time to time, order additions, deletions, or revisions in the Project; these will be authorized by a written Change Order prepared and issued by City. Upon receipt of any such document, DB shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Construction Documents (except as otherwise specifically provided).
19.2 When City desires a change in the Project, City may issue a Request for Proposal to DB.
DB will be required to respond within the time indicated by City.
Section 20: INTENTIONALLY LEFT BLANK.
Section 21: Work By Others
21.1 City may perform other work related to the Project at the Project Site by City’s own forces, or let other direct contracts (“City Contractor”). The City will give DB reasonable notice of its intent to do such other work. DB’s work shall take priority over the City Contractors; but the Parties will use their best efforts to coordinate their work so as to minimize the disruption to each other’s work and to allow City Contractor to proceed expeditiously.
21.2 If the proper execution or results of any part of DB’s work depends upon the work by the City or City Contractor, DB shall promptly inspect and report to City in writing any apparent delays, defects, or deficiencies in the City’s work that render it unavailable or unsuitable for such proper execution and results. DB’s failure to promptly report such delays, defects, or deficiencies in writing before commencement of the affected work, will constitute an acceptance of the City’s work as fit and timely for integration with DB’s Work except for latent defects and deficiencies in the City’s work for which DB will not be responsible.
21.3 If DB or any person or entity working for DB causes damage to the City’s or City Contractor’s work, property, or person, or if any claim arising out of DB’s performance of the Project by any other contractor is made against DB, by City, any other contractor, or any other person, DB shall promptly repair and/or resolve said claim at no cost to City.
Section 22: Warranties and Guarantees
22.1 DB warrants and guarantees to City that materials and equipment incorporated into the Project will be new unless otherwise specified and that all work will be in strict accordance with the Construction Documents and will not be defective. Prompt notice of defects known to City 08/22/2023 C7 17 of 187
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shall be given to DB. All Defective Work, whether or not in place, may be rejected, corrected, or accepted as reasonably directed by City, provided DB shall not be entitled to an extension in Contract Time or increase in GMP because of any delay or increase in cost attributable to the rejection, correction or acceptance of said work. Defective work may be rejected even if approved by prior inspection.
22.2 The warranty period shall commence when the Certificate of Final Completion is issued or at beneficial use by City prior to Final Completion, whichever occurs earlier, and extend one (1) year after that date or whatever longer period may be prescribed by laws or regulations or by the terms of any applicable special guarantee or specific provision of the Construction Documents.
22.3 DB is to provide any extra material for maintenance at the completion of the Project.
22.4 DB is to provide City one (1) set of operating and maintenance data manuals, fully bound and indexed, warranties, guarantees, and bonds. In addition, DB is to provide an electronic copy of these documents.
22.5 Correction of Defective Work - If within the designated warranty period, or such longer period as may be required by laws or regulations, the Project or any part of the Project, is discovered to contain defective work, DB shall promptly, without any reimbursement or adjustment in the GMP, and in accordance with City’s written instructions, either correct that defective work, or if it has been rejected by City remove it from the Project and replace it with work which is not defective. If circumstances warrant it, including but not limited to, in an emergency, City or DB may have the defective work corrected or the defective work removed and replaced. In that event, DB shall not be allowed to recover any associated costs, and DB shall reimburse City for all direct, and indirect costs of City, and City shall be entitled to an appropriate decrease in the GMP, to withhold a setoff against amount recommended for payment, or make a claim on DB’s bond if DB has been paid in full.
22.6 With respect to all warranties, express or implied, from subcontractors, manufacturers, or suppliers for Work performed and materials furnished under this Agreement, the DB shall:
22.6.1 Obtain all warranties that would be given in normal commercial practice and as required by the City;
22.6.2 Require all warranties to be executed, in writing, for the benefit of City;
22.6.3 Enforce all warranties for the benefit of City, if directed by City;
22.6.4 In the event DB’s warranty under Section 22.2 has expired, City may bring suit at its expense to enforce a subcontractor’s, manufacturer’s, or supplier’s warranty;
22.6.5 DB shall assign all subcontractor, supplier and manufacturer warranties including maintenance contracts from the installer for specialized equipment to cover the limited warranty period to City at the expiration of the one year warranty.
Section 23: Use and Possession Prior to Completion
23.1 City shall have the right to take possession of or use any completed or partially completed part of the Work if mutually agreed upon by the parties. Before taking possession of or using any Work, City shall furnish DB a list of items of Work remaining to be performed or corrected on those 08/22/2023 C7 18 of 187
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portions of the Work that City intends to take possession of or use. However, failure of City to list any item of Work shall not relieve DB of responsibility for complying with the terms of this Agreement. City’s possession or use shall not be deemed an acceptance of any Work under this Agreement, nor relieve the DB of any of its obligations under this Agreement.
23.2 While City has such possession or use, DB shall be relieved of the responsibility for the loss of or damage to the Work resulting from City’s possession or use. If prior possession or use by City delays the progress of the Work or causes additional expense to DB, an equitable adjustment shall be made in the GMP or the Contract Time, and the Agreement shall be modified in writing accordingly.
Section 24: Personal Services and Non-Assignability
24.1 This is a personal services Agreement and, therefore, DB shall not alter the key employees or Design Consultants nor assign or transfer, voluntarily or involuntarily, any of its rights, duties or obligations under this Agreement except upon the prior written consent of City. Any such change, assignment or transfer without the prior written consent of the City shall be deemed null and void and constitute a material breach under this Agreement.
Section 25: Indemnification
25.1 To the fullest extent permitted by the law, DB shall indemnify, defend, protect and hold harmless City, their elected and appointed officers, agents, employees, consultants, (collectively herein the “Indemnitees”), from and against all claims, demands, causes of action, damages, injuries, liabilities, losses and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) of any kind whatsoever, arising in whole or in part out of or resulting from DB’s performance of this Agreement, DB’s breach of this Agreement, or the alleged negligent acts or omissions of DB, its architects, engineers, other professionals and consultants, Contractors, suppliers or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable. The obligations of the DB under this paragraph for errors or omissions, including those of the design professional subcontractors, which includes the Design Subcontractors, consultants, agents and employees thereof (“Design Subcontractors”), which arise from (1) the preparation or approval of maps, drawings, opinions, reports, surveys, designs or specifications, or (2) the giving of or the failure to give directions or instructions shall not be limited to the amount of coverage provided for in the professional liability insurance policy. If City is fully reimbursed by DB’s insurance for any loss covered by this paragraph, DB shall have no further obligation for such loss.
25.2 DB’s obligation to indemnify under Section 25.1 shall not extend to such claims, demands, causes of action, damages, injuries, liabilities, losses and expenses, to the extent that such is the result of the active negligence or the willful misconduct of an Indemnitee. DB’s obligation to defend under Section 25.1, if not covered by the insurance to be provided on the Project, shall not extend to such claims, demands, causes of action, damages, injuries, liabilities, losses and expenses, or causes of actions, to the extent that such are caused by the active negligence or the willful misconduct of the Indemnitee, and from no other cause.
25.3 DB shall ensure that any asbestos or hazardous or toxic substances encountered on the site is properly removed and disposed of in accordance with all state or federal statutes or regulations. DB’s obligation regarding the removal or disposal of asbestos or hazardous or toxic substances, products or materials shall be limited to the proper removal within the Project boundaries and the proper disposal of such materials. The DB agrees to the fullest extent permitted by law, to indemnify, defend, and hold harmless the City, its elected and appointed 08/22/2023 C7 19 of 187
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officers, employees, agents and consultants from and against any and all claims, suits, demands, liabilities, losses, or costs, including reasonable attorney’s fees and defense costs, resulting or accruing to any and all persons, firms, and any other legal entity, caused by, arising out of or in any way connected with the removal or disposal of any asbestos or hazardous or toxic substances, products or materials that exist on the jobsite whether liability arises under breach of contract or warranty, tort, including negligence, strict liability or statutory liability or any other cause of action.
Section 26: Right to Terminate and Suspend Work
26.1 Archaeological and Paleontological Discoveries: If a discovery is made of an archaeological or paleontological interest, DB shall immediately cease operations in the area of the discovery and shall not continue until ordered by City. When resumed, operations within the area of the discovery shall be as directed by City.
26.1.1 Discoveries which may be encountered may include, but are not be limited to, dwelling sites, stone implements or other artifacts, animal bones, human bones, fossils or any item with cultural significance.
26.1.2 DB shall be entitled to an extension of time and compensation in accordance with the provisions of this Agreement.
26.2 Termination of Agreement by City for Cause: If, through any cause, DB shall fail to fulfill in a timely and proper manner DB’s obligations under this Agreement, or if DB shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to DB of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. All finished or unfinished documents, data, studies, drawings, maps, plans, specifications, reports, electronic files, and other materials prepared by DB, or any of its agents, Design Consultants or Subcontractors, shall, at the option of the City, become the property of the City, and DB shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed amounts payable hereunder, and less any damages caused by DB’s breach.
26.2.1 In the event the Agreement is terminated in accordance with this Section, City may take possession of the Project and may complete the Project by whatever method or means City may select.
26.2.2 If the cost to complete the Project exceeds the balance, which would have been due, DB shall pay the excess amount to City.
26.2.3 Rights of City Preserved: Where DB’s services have been so terminated by City, the termination will not affect any rights or remedies of City against DB then existing or which may thereafter accrue. Any retention or payment of moneys due DB by City will not release DB from liability. It is agreed that termination hereafter will not in any way release, waiver, or abridge any rights the City has against DB’s performance bond surety.
26.3 Any dispute as to the amount due or owed to DB upon termination under this section shall be resolved in accordance with Section 26.
26.4 Termination for Convenience by City: City may terminate this Agreement at any time and for any reason, by giving specific written notice to DB of such termination and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. In that 08/22/2023 C7 20 of 187
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event, all finished and unfinished documents and other materials described hereinabove shall, at the option of the City, become City’s sole and exclusive property. If the Agreement is terminated by City as provided in this paragraph, DB shall be entitled to receive just and equitable compensation for all satisfactory Work completed to the effective date of such termination.
26.4.1 Records and Documents Relating to Termination: Unless otherwise provided in the Agreement or by statute, DB shall maintain all records and documents relating to the terminated portion of this Agreement for three (3) years after final settlement. This includes all books and other evidence bearing on DB’s costs and expenses under this Agreement.
DB shall make these records and documents available to City, at DB’s office, at all reasonable times, without any direct charge. If approved by the City Manager, photographs, electronic files, microphotographs, or other authentic reproductions may be maintained instead of original records and documents.
26.5 Upon receipt of the Notice of Termination, DB shall take any action that may be necessary, or that the City Manager may direct, for the protection and preservation of the property related to this Agreement that is in the possession of DB and in which City has or may acquire an interest.
26.6 Payment to DB Due to Termination - DB and the City Manager may agree upon the whole or any part of the amount to be paid because of the termination. The amount may include a fee proportional to the percentage of work satisfactorily completed. However, the agreed amount may not exceed the total dollar amount authorized by City as reduced by the amount of payments previously made.
26.7 Failure to Agree on Payment - If DB and City fail to agree on the whole amount to be paid because of the termination of Project, City shall pay DB the fair and reasonable amounts determined in good faith by City as follows, but without duplication of any amounts agreed to above:
26.7.1 The price for completed services accepted;
26.7.2 The costs incurred in the performance of the Project terminated, including initial costs and preparatory expense allocable thereto. These costs are only for Work completed and accepted by the City based on an audit of all Contractors’ bills of materials and the timecards for Work actually performed;
26.7.3 DB and Design Subcontractor services through the date of termination shall be paid based on actual time spent as documented on timecards. Expenses shall be paid based on invoice and receipts provided by DB;
26.7.4 Under no circumstances will DB be entitled to any consideration for lost profit or lost opportunity costs;
26.8 If DB does not agree that the amount determined by the City Manager is fair and reasonable and if DB gives notice of such disagreement to City within thirty (30) days of receipt of payment, then the amount due shall be as later determined pursuant to the Dispute Resolution procedures in Section 26.
26.9 Payment for Property Destroyed, Lost, Stolen or Damaged - Except to the extent that City expressly assumed the risk of loss, the City Manager shall exclude from the amounts payable to DB under this Section, the fair value, as determined by the City Manager, of property that is destroyed, lost, stolen, or damaged so as to become undeliverable to City. 08/22/2023 C7 21 of 187
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26.10 Deductions - In arriving at the amount due DB under this section, there shall be deducted:
26.10.1 Any claim which City has against DB under this Agreement; and
26.10.2 The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by DB or sold under the provisions of this clause and not recovered by or credited to City.
26.11 Termination of Agreement by DB:
26.11.1 DB may terminate the Agreement upon ten (10) days written notice to City, whenever:
26.11.1.1 The Project has been suspended under the provisions of Section 26.1 or 26.2, for more than ninety (90) consecutive days through no fault or negligence of DB, and notice to resume Work or to terminate the Agreement has not been received from City within this time period; or
26.11.1.2 City should fail to pay DB any monies due it in accordance with the terms of this Agreement and within ninety (90) days after presentation to City by DB of a request therefore, unless within said 10-day period City shall have remedied the condition upon which the payment delay was based.
26.11.2 In the event of such termination, DB shall have no claims against City except for those claims specifically enumerated in Section 26.9, herein, and as determined in accordance with the requirements of said Section.
Section 27: Independent Contractor
27.1 DB and any Design Consultant, Contractor, Subcontractor, agent or employee of DB, shall act as an independent contractor and not as an agent, officer or employee of City. Except as expressly provided in this Agreement, City assumes no liability for DB’s actions and performance; in particular, but without limitation, City assumes no responsibility for paying any taxes, bonds, payments or other commitments, implied or explicit, by or for DB. DB acknowledges that it is aware that because it is an independent contractor, City is making no deductions from the fees for services being paid to DB and that City is not contributing to any fund on the behalf of DB. DB disclaims the right to any type of additional fee or benefits.
Section 28: Independent Judgment
28.1 Unless otherwise directed in writing by City, DB shall, in providing the professional services required by this Agreement, arrive at conclusions with respect to the rendition of information, advice and recommendations, independent of the control and direction of City, other than normal contract monitoring; DB, however, shall possess no authority with respect to any City decision beyond rendition of such information, advice and recommendations. DB shall not have the authority to act as an agent on behalf of City unless specifically authorized to do so by City in writing.
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Section 29: Maintenance of Records and Accounting
29.1 DB shall maintain, during the Project and for a period of three (3) years after completion of the Project, accurate and organized records of all costs of any type and all services performed under this Agreement. City will have the right at any time, including during the performance of all Phases of the Project to audit and copy all such records.
Section 30: Ownership of Documents
30.1 Drawings, plans and specifications, and all reports, studies, tracings, maps, electronic files, and other documents prepared or obtained by DB in the course of performing the work under this Agreement shall be the property of City, and DB shall convey and transfer all copyrightable interests in such drawings, plans and specifications, documents to City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by DB under this Agreement shall, upon request, be made available to City. City agrees to use the original plans and drawings for purposes of this construction project only and will not use the original plans or drawings in connection with any other construction project. City agrees to indemnify, defend and hold harmless DB against any claims, losses, costs or damages as a result of City's reuse or misuse of such plans, drawings and specifications. In the event of the return of the plans, drawings, or specifications to DB or its representative, DB shall be responsible for their safe return to City. DB shall be entitled to retain copies of the plans, drawings and specifications for their files.
Under no circumstances shall DB fail to deliver any draft or signed and sealed final plans, drawings or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between DB and City concerning payment, performance of Agreement, or otherwise.
This covenant shall survive the termination of the Agreement.
30.2 Title to Intellectual Property. DB shall represent that it has secured all necessary licenses, consents or approvals to use the components of any intellectual property, including computer software, used in the rendering of services and the production of the materials for the Project and that City has full legal title to and the right to reproduce such materials. DB covenants to defend, indemnify and hold City harmless of any loss, claim or liability in any way related to a claim that City is violating, as a result of any services rendered by the DB, either any contractual provisions or any federal, state or local law, relating to trade names, licenses, franchises, patents or other means of protecting interests in products or inventions.
Section 31: Force Majeure
31.1 Any party to this Agreement may be excused for any delay or failure to perform its duties and obligations under this Agreement, except for obligations to pay money, but only to the extent that such failure or delay is caused by an Event of Force Majeure as set forth in Section 31.2. If an Event of Force Majeure set forth in Section 31.2 causes a delay or failure in performance of only a portion of the obligations of a Party under this Agreement, then only that portion of performance which was delayed or prevented by such cause shall be deemed excused, and the performance of all other obligations of a Party not so delayed shall not be excused by an Event of Force Majeure. Delay or failure in performance of all other obligations of a Party not so delayed shall not be excused by such Event of Force Majeure. Delay or failure in performance by a Party which is the result of an Event of Force Majeure set forth in Section 31.2 shall be deemed excused for a period no longer than the delay or failure in performance caused by such Event.
31.2 An Event of Force Majeure means an occurrence beyond the control and without the fault or negligence of a Party, including but not limited to unusually severe weather, flood, earthquake, fire, lightning, and other natural catastrophes, acts of God or the public enemy, war, terrorist act, 08/22/2023 C7 23 of 187
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riot, insurrection, civil disturbance or disobedience, strike or labor dispute for which DB is not responsible, expropriation or confiscation of facilities, changes of applicable law, or sabotage of facilities, so long as such Party makes good faith and reasonable efforts to remedy the delays or failures in performance caused thereby. However, DB, in developing the GMP and Project Schedule, has incorporated three (3) days for anticipated adverse weather days that may disrupt work on the Project; DB shall be entitled to relief under this Section for adverse weather only to the extent adverse weather days exceed this amount of days.
31.3 A Party shall give written notice to the other Party as soon after becoming aware of the delay or failure in performance caused by an Event of Force Majeure as is reasonably possible, but in any event within five (5) working days after Party becomes aware of such delay or failure.
31.4 No Event of Force Majeure shall be a basis for monetary adjustment to the GMP. Costs incurred by the DB as a result of a Force Majeure Event will be reimbursed according to the terms of this Agreement from the Contingency Fund.
Section 32: Hazardous Materials
32.1 In the event the DB or any other party encounters asbestos or hazardous or toxic materials at the Project Site, or should it become known in any way that such materials may be present at the Project Site or any adjacent areas that may affect the performance of the DB’s services, the DB may, at his or her option and without liability for consequential or any other damages, suspend performance of services on the Project until the City retains appropriate specialist consultant(s) or contractor(s) to identify, abate and/or remove the hazardous or toxic materials, and warrant that the Project Site is in full compliance with applicable laws and regulations.
Section 33: Disputes
33.1 All claims, counterclaims, disputes, and other matters in question arising under, or relating to, the Agreement or the breach thereof shall be processed in accordance with the provisions of this Section, unless specifically addressed by another provision of this Agreement.
33.2 DB shall submit its written request for additional compensation for work beyond the scope of this Agreement to City pursuant to Section 9. City shall make a determination on DB’s request in writing within 7 days of receipt of request and all supporting data. Said request for approval of work beyond the scope of this Agreement shall be made in good faith and accurately reflect the adjustment in project fee or schedule for which DB believes City is liable, and covers all costs and delays to which DB believes it is entitled as a result of the occurrence of the claimed event. All requests for adjustment in schedule shall include an analysis of the impact of the claimed work on specific activities on the schedule.
33.3 If DB disagrees with City’s determination, DB shall file a claim in writing in accordance with the procedures set forth in Chapter 1.28 of the Vista Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this reference as if fully set forth herein, and such policies and procedures used by the City in the implementation of the same.
33.4 Pending final resolution of any claim, including litigation, DB shall proceed diligently with performance of the Project, and comply with any direction of City.
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Design / Build Services Agreement
Civic Center Solar Project (CIP No. 8334)
{00111547 1}
Section 34: Notices
34.1 All notices, demands or other communications hereunder shall be given or made in writing and shall be delivered personally or sent by courier or registered or certified mail, return receipt requested, postage prepaid, addressed to the Party to whom they are directed at the following addresses, or at such other addresses as may be designated by notice from such Party:
To CITY:
Engineering Department
Attn: Michael Hilker
200 Civic Center Drive
Vista, CA 92084
To DB: Baker Electric & Renewables, LLC
Attn: Matt Van Note
1298 Pacific Oaks Place
Escondido, CA 92027
Any notice, demand or other communication given or made solely by mail in the manner prescribed in this Section shall be deemed to have been given and to be effective three (3) days after the date of such mailing; provided, however, that any notice, demand or other communication which would otherwise be deemed to have been given on a day which is not a working day shall be deemed to have been given on the next subsequent working day.
Section 35: Miscellaneous Terms
35.1 Representations: Each Party hereto declares and represents that in entering into this Agreement it has relied and is relying solely upon its own judgment, belief and knowledge of the nature, extent, effect and consequence relating thereto. Each Party further declares and represents that this Agreement is being made without reliance upon any statement or representation of any other Party not contained herein, or any representative, agent or attorney of any other Party.
35.2 Severability: If any term or condition of this Agreement is held to any extent to be invalid or unenforceable, all the remaining terms and conditions shall be enforceable to the fullest extent permitted by law.
35.3 Entire Agreement: This Agreement contains the entire agreement, between the Parties and supersedes all prior negotiations, discussions, obligations and rights of the Parties in respect of each other regarding the subject matter of this Agreement. There is no other written or oral understanding between the Parties. No modification, amendment or alteration of this Agreement shall be valid unless it is in writing and signed by the Parties hereto.
35.4 Drafting Ambiguities: The Parties agree that they are aware that they have the right to be advised by counsel with respect to the negotiations, terms and conditions of this Agreement, and that the decision of whether or not to seek the advice of counsel with respect to this Agreement is a decision which is the sole responsibility of each of the Parties hereto. This Agreement shall not be construed in favor of or against either Party by reason of the extent to which each Party participated in the drafting of the Agreement.
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Design / Build Services Agreement
Civic Center Solar Project (CIP No. 8334)
{00111547 1}
35.5 Applicable Law: The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California. Venue for mediation, arbitration and/or actions arising out of this Agreement shall be in the City of Vista, California.
35.6 Waiver: Unless otherwise expressly provided herein, no delay or omission by the Parties hereto in exercising any right or remedy provided for herein shall constitute a waiver of such right or remedy, nor shall it be construed as a bar to or a waiver of any such right or remedy on any future occasion.
35.7 Effect of Headings: Headings appearing in this Agreement are inserted for convenience of reference only, and shall in no way be construed to be interpretations of the provisions hereof.
35.8 Amendments: This Agreement may be modified, amended or supplemented only by the mutual written agreement of the Parties hereto.
35.9 Authorization and Compliance: Each Party represents that it is duly authorized to execute and carry out the provisions of this Agreement.
35.10 Further Assurances: The Parties agree to do such further acts and things and execute and deliver such additional agreements and instruments as the other may reasonably require to consummate, evidence or confirm the agreements contained herein in the manner contemplated hereby.
35.11 Counterparts: This Agreement may be executed by the Parties in one or more counterparts, all of which taken together shall constitute one and the same instrument. The facsimile signatures of the Parties shall be deemed to constitute original signatures, and facsimile copies hereof shall be deemed to constitute duplicate original counterparts.
35.12 Exhibits: All Exhibits are incorporated herein by reference into this Agreement.
35.13 Third Party Beneficiary: Nothing within this Agreement shall create a contractual relationship between the City and any third party.
35.14 Counterparts; Electronic Signatures; Electronic Delivery: This Agreement may be executed in separate counterparts, none of which need contain the signatures of both Parties, and each of which, when so executed, shall be deemed an original and all together shall constitute and be one of the same instrument. The Parties agree that this Agreement, whether executed by electronic signature, digital signature, or constituting a scanned or electronically reproduced copy or image of this Agreement bearing the signatures of the Parties, will be deemed an original and will represent competent evidence of the execution, terms and existence of this Agreement notwithstanding the failure or inability to produce an original executed Agreement or counterpart thereof, and without the requirement that the unavailability of such original executed Agreement or counterpart thereof first be proven. Further, the exchange of this entire executed Agreement (and/or such exhibit(s) or document(s)) that is in photostatic or portable document format (.pdf) form by electronic mail or by another electronic means shall be considered original(s) and shall constitute effective execution and delivery of the original(s).
Section 36: Prevailing Wages; Labor Law Compliance
This contract is subject to the provisions of Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code relating to public works. Design-Builder agrees to execute 08/22/2023 C7 26 of 187
Design / Build Services Agreement
Civic Center Solar Project (CIP No. 8334)
{00111547 1}
City’s Agreement to Comply with California Labor Law Requirements (Exhibit 5) and to comply with the Labor Code to the extent that work under this Agreement is subject to those requirements.
[Continued on page 25.]
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08/22/2023 C7 28 of 187
Design / Build Services Agreement
Civic Center Solar Project (CIP No. 8334)
{00111547 1}
EXHIBIT LIST
1. Design/Build Services Proposal, Cost Worksheet, and Project Schedule
2. Insurance and Bonding Requirements
3. Request for Proposal (RFP)
4. Project Site
5. Agreement to Comply With California Labor Law Requirements 08/22/2023 C7 29 of 187
www.baker-electric.com/renewables
Licenses C-10 / A / B / C-46 / C-7 #161756
WE DELIVER ENERGY THROUGH PEOPLE.
www.baker-electric.com/renewables
Licenses C-10 / A / B / C-46 / C-7 #161756
EXHIBIT 1
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BAKER ELECTRIC PROPOSAL - CITY OF VISTA CIVIC CENTER SOLAR PROJECT
GENERAL INFORMATION
Thank you to the City of Vista and their consultant partners for allowing Baker Electric to provide a response to the City of Vista Civic Center Solar Project (CIP 8334). Baker Electric’s commercial renewables group has reviewed the RFP in detail and all associated provided documents.
Baker Electric’s Design Built Team (DBT) is made up of trusted and experienced architects, engineers, equipment manufacturers and suppliers, and subcontractors. Baker Electric will be the principal DB firm, acting as a prime contractor for the solar project and the City of Vista would contract directly with Baker Electric and no other firms for the design and construction of this project. This DBT has the experience of having delivered similar successful solar projects in the past and will be working on projects together in parallel with the City of Vista project.
At a high-level the Baker Electric DBT understands the goals of the City of Vista solar project: design and construct a solar project, using the available parking area directly adjacent to the main electrical service and SDGE meter, to provide the greatest lasting economic benefit to the City of Vista.
At a granular level, the Baker Electric DBT knows there are specific variables and characteristics of the facility and the City’s preferred design-build process, that will influence the design, engineering, and the construction of the best possible solar project for the City of Vista. Baker Electric understands this approach will result in increased collaboration and provide the best possible opportunity for the City of Vista to realize its goals for the project.
Baker Electric’s DBT will include the following partner companies:
Baker Electric & Renewables LLC (Electrical Engineer, Prime Contractor) CA Sec. of State #305677, DIR #: 1000000466
4 S.T.E.L. ENGINEERING, INC. (Architects/Design) CA Sec. of State #2892439, DIR #: 1000039625 Telesis Surveying and Civil Engineering Corporation dba TSAC Engineering (Civil Engineer) CA Sec. of State #3397516, DIR #: 1000032392
CED Greentech (Solar Inverter Supplier)
Q Cells (Solar Module Supplier)
Baker Electric intends to self-perform much of the design, engineering, procurement, and construction of the City of Vista solar project.
The Baker Electric DBT will feature 4 STEL Engineering as our architectural and design partner. 4 STEL and Baker Electric have previously partnered on dozens of successful design-build commercial solar projects.
TSAC Engineering will be responsible for civil engineering on the Baker Electric DBT. TSAC’s civil engineering scope will include but is not limited to creating a site and topography survey, trenching layout, Storm Water Management Plan (SWMP) and a dust control and prevention plan.
The Baker Electric DBT relationship will not be a joint venture; 4 STEL and TSAC will contract directly with Baker Electric as subcontractors and Baker Electric will contract directly with the City of Vista. 08/22/2023 C7 33 of 187
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The Baker Electric commercial renewables group’s four (4) in-house engineers will manage the design and engineering of the solar project and will incorporate the expertise of 4 STEL, TSAC, and the City of Vista facility staff and leadership.
Many of the previous projects completed by the Baker Electric DBT were solar canopy projects, like the City of Vista solar project, and every project had its own specific challenges that required the experience and knowledge that the Baker Electric DBT can provide.
Baker Electric works with several trusted steel contractors for providing solar canopies, however we do not think it would benefit the project economics to select one single provider at this time. Unlike the architectural and design services provided by 4 STEL, the steel canopy scope is a significantly larger portion of the project costs, and to remain competitive Baker Electric believes it is better to wait until the design is better understood before committing to any one steel contractor.
The Baker Electric DBT is anticipating a collaborative design phase with the City of Vista to determine the best path to the selection of the steel contractor and the overall construction of the solar project. This collaboration will include leadership of experienced engineers and project managers from the Baker Electric DBT and City of Vista leaders and facility managers that understand the existing systems and potential challenges within the civic center.
The Baker Electric DBT will create a design and engineering schedule and hold weekly meetings to encourage communication and keep the project moving forward. Timing and schedules are critical to commercial solar projects. The Baker Electric DBT understand the benefit of working with the City of Vista on a project where they are also the building department and look forward to an efficient plan-check process.
However, commercial solar project timelines have been significantly impacted by several factors that have lengthened project timelines over the past 18-months. The Baker Electric DBT will do everything in its 08/22/2023 C7 34 of 187
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power to expedite this process without sacrificing the quality and safety of the project.
The reality is that commercial solar projects are taking longer than they did just a few years ago due to factors beyond any single group or company’s control. We encourage you to keep this in mind as you review this and other proposals – no one understands the scheduling challenges facing the commercial solar industry better than the Baker Electric DBT.
Baker Electric is a local business, employing 317 field and 194 staff in San Diego County. As of October 1, 2021, Baker Electric & Renewables LLC became an ESOP (Employee Stock Ownership Plan) where the employees are now the shareholders of the company. The ESOP owns ProCal Electric Inc., which is the sole owner (or 100 percent) of Baker Electric & Renewables LLC.
Baker Electric & Renewables LLC
Corporate Number: C0305677
1298 Pacific Oaks Place, Escondido, CA 92027
CSLB Number: 161756
Licenses C-10, B, A, C-46, C-7
For any questions regarding our proposal, contact Matt Van Note at the below:
Matt Van Note
Renewables Preconstruction Manager
[email protected]
760.703.2604
EXPERIENCE AND TECHNICAL COMPETENCE
The following two (2) recent projects provide the requested references for similar public design/build projects. The Baker Electric DBT has dozens, if not hundreds, of similar commercial solar projects that are for private or public schools, non-profit organizations, and private businesses. These are simply two we have highlighted for this response. The representatives listed from both municipalities have been alerted that the City of Vista may be contacting them.
City of Fullerton - Police Station, Water Treatment Plant, and City Hall, Orange County, CA Status: In Progress
Three sites, 774 kWDC carport and ground photovoltaic systems with dual EV chargers.
David Grantham, 714-738-6853,[email protected] Public Works-Engineering, City of Fullerton
City of Los Angeles Police Department Motor Division, Los Angeles, CA Status: Completed
579.96 kWDC Monolithic carport photovoltaic system on top of an LAPD parking garage.
Richard Louie, PE CCM, O: 213-485-5864, C: 213-923-6337, [email protected] Construction Management Division, Principal Civil Engineer Bureau of Engineering, Department of Public Works, City of Los Angeles 08/22/2023 C7 35 of 187
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PROPOSED METHOD TO ACCOMPLISH THE WORK
The Baker Electric DBT’s approach to projects is designed to engage and collaborate with City of Vista from project award through project close out. By following the approach below, the Baker Electric DBT will ensure that the City of Vista will have full involvement in the project and that a high performing and reliable solar system is constructed safely and within the GMP (Guaranteed Maximum Price).
Baker Electric has developed a deployed a successful approach to accurately and safely capturing and communicating design-build projects costs over hundreds of successful commercial solar projects. The Baker Electric DBT will collaborate with the City of Vista throughout this process to ensure the project goals are kept in focus.
Baker Electric’s development team works with our clients to understand their goals, whether they are physical, economic, or environmental. The development team is leading the response to this RFP and will coordinate any pre-contract activities.
Baker Electric’s engineering team uses the information provided by the development team to create a preliminary design, considering the design goals of the project, and balancing them with the latest federal, state, and local building code requirements.
Equipment quantities, asphalt trenching, patch back, and circuit lengths are provided by the engineering team to Baker Electric’s estimating team – the development team has visibility and inclusion in this step as will the City of Vista.
Baker Electric’s estimating team uses the data provided by the development and engineering teams to capture all project costs utilizing the latest in Accubid estimating software – our Accubid “project takeoffs” include project costs discovered by building hundreds of successful projects.
Accurate estimating requires firm quotations from our equipment providers, specialty contractors for steel canopies, and our labor partners at the International Brotherhood of Electrical Workers (IBEW) – labor rate escalations and the experience level of the specific electrical crews are all accounted for in this process.
Once the Baker Electric estimating team has accounted for all project costs the estimating, engineering, and development teams meet with the Baker Electric operations team and our group’s leadership to review the costs.
Some of the unknown issues, direct and indirect costs we consider in this process is are labor rate escalations, the storage of solar modules (we buy several megawatts at a time to provider better value), whether the GFCI for the main breaker at the existing facility has been tested in the past 3-years, whether Prevailing Wage, SWPP (Storm Water Pollution Prevention), road closures, cranes, scaffolding, utility shutdowns, modifications of conditional use permits, special inspections, or environmental surveys are required.
Design-build contingency is often included in our project prices to cover some unforeseen conditions and these conditions are communicated to our client as they are our partners on design-build projects and any changes to scope or requirements are important to all members of the project.
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Following this pricing process and our internal review, the Baker Electric development team communicates the design-build project price to the client, bringing the process full-circle back to our client’s goals.
Regardless of the technical and management approach to this project, there are some things that any DBT cannot control. Construction timelines across the industry have been lengthened since the global COVID pandemic. This has been compounded in the solar industry with increased customer demand following 2022’s federal legislation that now allows for non-profit organizations to monetize the 30% federal tax credit and the transition from Net Energy Metering 2.0 to 3.0 in California.
All these factors have stretched resources among equipment suppliers, engineering firms, contractors, and building departments. The result is that the same 6–9-month commercial solar canopy project in 2019 is now taking more than a year to complete and solar canopy projects the size and type of the City of Vista are going to take upwards of 18-months from contract to completion.
1. Pre-Award:
a. Baker Electric’s development team consists of proposal writers, estimators, and engineers that are experts in solar PV system design, analysis, and modeling b. The development team’s primary responsibility is to study the RFP and create an offering that meets the requirements of the RFP and goals of the customer
2. Contract Award/Negotiation:
a. Aligns Baker Electric’s and the customer’s Terms and Conditions – Baker Electric has reviewed the agreement provided and provided a short list of comments and requested changes
b. Clearly identifies project scope
c. Sets project execution phase
3. Internal Hand Off:
a. Estimating and Sales hand off project to operations (Project Management, Engineering, Utility Interconnection Specialist, Construction, Procurement, Accounting, Customer Compliance, Safety).
b. Project Manager assumes ownership of the project
c. RFP requirements are communicated and memorialized
4. Kickoff Meeting
a. On site kickoff meeting to align customer stake holders and Baker Electric project and construction management
5. Site Discovery:
a. Site survey is conducted
i. Copies of building/facility as-built drawings are requested/obtained from client ii. Site access is documented
iii. Laydown area is agreed upon
iv. Construction site is visually inspected, surveyed with ground-penetrating radar, and documented for use in engineering and permitting
v. Shading analysis is conducted
vi. Electrical service/room/point of connection are thoroughly studied, photographed, measured, and documented:
1. Size (Voltage, Bus Rating, Neutral Rating, Main CB Rating, Amps 08/22/2023 C7 37 of 187
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Interrupting Rating)
2. Manufacturer and Catalog #
3. Location
4. Transformer rating feeding the building
5. Room location of new switchgear
vii. Recent customer utility bills are acquired for specific utility account numbers
6. Design Phase:
a. 30 % Design Submittal
i. Array Layout
ii. Electric Room / Location Details
iii. Product Submittals
b. Customer Review / Approval of 30% Design Submittal
c. 90 % Design Submittal
i. Architectural Site Plan
ii. Electrical Design
iii. Structural Design
iv. Product Submittals
d. Customer Review / Approval of 90% Design Submittal
i. Long lead items ordered with customer approval of Product Submittals e. Utility Interconnect application completed and submitted. f. Permitting Submittal
g. Permitting Submittal Review by AHJ (Authority Having Jurisdiction) i. Comments received
ii. Responses to comments
h. Permit Approval
7. Construction Phase:
a. Pre-Construction Meeting
b. Mobilization
i. Set up temporary fence, temporary storage, temp. office, receive equipment rentals, etc.
ii. Coordination with stake holders for site access
iii. Set up sanitary facilities
c. Deliver materials and to site
d. Install conduit infrastructure
e. Install solar canopies/racking
f. Install DC Wiring
g. Install PV modules
h. Install inverters
i. Install PV switchgear
j. Pull and terminate all wires.
k. Interconnect PV switchgear at point of connection
l. QC walk with customer/Punch List
i. Deficiencies & Corrective Actions listed and corrected ii. Generate As-Built Drawings
8. System Commissioning/Approval:
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a. System testing and commissioning
i. Insulation Resistance Test performed on all conductors ii. I-V Curve Traces acquired on all PV strings
iii. Commission each inverter
iv. Data Acquisition System and Monitoring verified
v. Complete system burn-in period
b. Inspection/Approval by AHJ
c. Inspection/Approval by Local Utility
d. PTO (Permission to Operate) Letter from Local Utility received e. Energize System
9. Project Close Out:
a. Customer Training/O&M manual delivered
i. Operating sequence
ii. Access to online monitoring portal
iii. Fault description
iv. Spares list
v. Preventive Maintenance
vi. Major Equipment Spec Sheets
vii. Warranty Statements
viii. I-V Cure Trace results
ix. Shade Analysis results
x. System Performance Baseline
xi. As-Built Drawings
xii. Signed Permit Inspection Card
xiii. Permit Plan Set
PROJECT ORGANIZATION AND KEY PERSONNEL
The Baker Electric DBT is committed to partnering with City of Vista to deliver the safest, most reliable, and serviceable solar project possible. We understand that extensive upfront planning is essential to successful projects. The Baker Electric DBT includes industry leaders, considered the best in the industry and this is underscored by the fact that many of our competitors hire Baker Electric as a subcontractor to build their projects.
Baker Electric’s project management teams utilize industry leading ProCore software to manage schedules, invoicing, subcontracts, and schedules of value among other tasks. ProCore is a powerful tool, but Baker Electric’s project managers are the heart of our team and are instrumental in our commitment to outstanding customer service. Baker Electric will dedicate senior project manager Chris Gleed to the City of Vista solar project. Mr. Gleed will manage all aspects of the City of Vista solar project and will report daily to the Director of Renewables Operation.
Baker Electric project managers attend daily team huddles every morning to review daily tasks with the senior project manager and Director of Renewables Operation. These daily huddles are critical to team collaboration, often allowing project managers to share challenges and solutions that help solve that day’s problems. The Director of Renewables Operation meets weekly with the senior project manager and area foreman to determine upcoming manpower needs. There are also weekly design meetings with the Director 08/22/2023 C7 39 of 187
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of Renewables Operation, the senior project manager, and our engineering team to ensure that our engineering and permitting times are accurate and adhered to.
Mr. Gleed will organize weekly meetings during the design and construction phases of the solar project.
Baker Electric requires weekly client updates, at a minimum, for every project we have under contract. The weekly updates for the City of Vista project will include images from site locations and tracking of the progress on a continuously updated progress schedule.
Mr. Gleed will oversee the Baker Electric engineering team, who will collaborate with the City of Vista and the Baker Electric DBT to create the approved electrical design for the City of Vista solar project. The Baker Electric engineering team, led by the commercial solar design manager Austin Earley, will also collaborate with our structural steel provider, who will be responsible for the structural engineering.
In addition to Mr. Gleed and Mr. Earley, our experienced Baker Electric area foreman Jim Packer will oversee the civil and underground crew, structural steel crew, and electrical crew. The civil and underground crew will create approved trench paths for our electrical crew to install conduits and AC circuits (or feeders) from the carports. While the civil and electrical crews are working on the trench, the structural steel provider will be installing the footings, support columns, and purlins for the canopies. The electrical crew will then install the modules, inverters, and under-canopy lighting.
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Because we have dedicated utility specialist in our group, Baker Electric will be able to complete utility interconnection application and rate change requests so that the City of Vista solar project can receive Permission to Operate from SDGE and start to receive the best economic benefit from the solar project as quickly as possible.
External to Baker Electric, we have received commitments from our project partners and solar equipment providers to meet the goals for capacity and timing of the City of Vista solar project. See Appendix B for letters of support from our DBT partners. For project experience, please refer to our team resumes in Appendix D.
Scott D. Williams, Vice President of Renewables and Safety Scott has over 27 years of electrical contracting experience, additionally he has extensive experience in executive management roles. In Scott’s role at Baker, he oversees the Renewables Group achieving its annual sales and installation targets. He is expanding the customer base to include additional compatible alternate energy measures and is analyzing past projects for best practices to be applied to future projects.
He is very involved in leading the team through mentoring and ensuring accountability for the achievement of company objectives. He is head of all of the Renewables Group, which includes Commercial Solar and Utility Scale Solar, as well as Baker Electric’s Safety department.
Todd McHenry, Director of Commercial Solar Operations
With over 16 years of experience, Todd is an expert in ensuring a project is completed cost effectively and on schedule. With strong design build construction capabilities, he is able to deliver a project from concept to completion. Todd is responsible for overseeing all the Renewables division projects with his operation team, from planning through completion and ensuring client satisfaction by delivering unparalleled service.
He provides oversight over several large, complex projects while supporting the goals and upholding the quality standards that Baker expects on all its projects.
Chris Gleed, Senior Project Manager
Chris has over 15 years of construction experience where he has brought management expertise, including resolving construction difficulties, and monitoring field installation progress to ensure completion of projects within budget and schedule. His areas of experience include multi and single-family, commercial, public education, manufacturing, service and retail markets. Chris is directly responsible for ensuring site safety and management of projects, including monitoring field installation processes.
Austin Earley, Commercial Solar Design Manager
Austin is a 10-year solar industry expert with wide-ranging experience including project engineering, systems commissioning, technical sales, tools, and process development. He uses his extensive design experience and product knowledge to optimize operations, providing risk management insights and problem solving through consideration of technical and business dimensions. His project experience includes K-12, military, public works, commercial, and healthcare.
Jim Packer, Area Superintendent
With 24 years of experience, Jim has brought extensive experience to our team. As Area Superintendent, Jim manages, coordinates and facilitates all field staff for the Renewables Team. He is involved in each of the various components of the construction process and is responsible for the efficiency and safety of his team of foreman and electricians. His construction project experience includes cogeneration, commercial, 08/22/2023 C7 41 of 187
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industrial, military, hospitality, clean room, education and solar. He oversees all non-utility scale projects in the Renewables Group.
FINANCIAL ARRANGEMENT FOR DBT MEMBERS
The Baker Electric DBT relationship will not be a joint venture; 4 STEL and TSAC will contract directly with Baker Electric as subcontractors and Baker Electric will contract directly with the City of Vista.
Baker Electric will be the electrical engineer and prime contractor for the project and represents approximately 82% of the estimated design-phase costs.
TSAC Engineering will be the civil engineer on the project and represents approximately 10% of the estimated design-phase costs.
4 STEL Engineering will be the architect and assist with the design of the project and represents approximately 3% of the estimated design-phase costs.
Both 4 STEL and TSAC will be subcontractors to Baker Electric.
The Baker Electric DBT has identified approximately 5% of the design-phase costs for contingencies.
Once the design-phase is complete, CED Greentech will supply the solar inverters and the solar modules will be sourced directly from the manufacturer, Q Cells.
MINIMUM CONTRACTOR QUALIFICATIONS
Baker Electric is a Southern California full service electrical contractor with over eight decades of experience. Baker Electric has completed the installation of more than 3.5 GW of renewable energy projects and has led the design, delivery, and installation of photovoltaic systems and microgrids for critical facilities including military installations, hospitals, public and private schools, local and national businesses, and state and local government facilities.
Baker Electric has extensive experience with SDG&E Rule 21 requirements, which govern the ability to connect renewable energy systems to the utility grid. This is underscored by our strong track record of short lead time for Permission to Operate (PTO) from SDG&E. Through our dedicated utility interconnection specialist, Baker Electric has achieved PTO and from SDG&E on hundreds of commercial solar projects.
• Since 2012, Baker Electric has installed over 350 commercial and public photovoltaic (PV) systems • Baker Electric has expertise in leading design-build projects and with comprehensive schedules • Baker Electric has successfully delivered single projects valued up to $37.5 million • Baker Electric averages around 1,700 total employees (200 in the office, 1,500 in the field) across California and Nevada
Baker Electric meets and exceeds our client’s needs in the ever-changing and demanding construction environment. From design-build and pre-construction services to our comprehensive portfolio of electrical 08/22/2023 C7 42 of 187
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contracting and renewable energy projects. See Appendix E for Baker Electric’s past five years of completed design-build projects.
Baker Electric believes that there are three critical abilities that a design-build contractor must have to deliver a reliable financial return on investment. These abilities are: 1) Reliability, 2) Serviceability, and 3) Constructability. If any of these abilities are missed, the return on investment will be negatively impacted.
Baker Electric holds California State Contractor’s Licenses C-10, B, A, C-46, and C-7. Baker Electric’s surety is Zurich American Insurance Company, and we are bondable for up to $100 Million for single projects and $500 Million aggregate. See Appendix F for our current bonding capacity.
Baker Electric will subcontract the civil engineering, structural and carport structural steel scopes. As stated previously, our carport structural steel is to be determined at a later time.
Baker Electric & Renewables LLC (Electrical Engineer, Prime Contractor) C-10, B, A, C-46, C-7, CSLB#:
161756
4 S.T.E.L. ENGINEERING, INC. (Architects/Design): DCA License #: 5885 Telesis Surveying and Civil Engineering Corporation dba TSAC Engineering (Civil Engineer): DCA License #: 35109
PRELIMINARY COSTS
The Baker Electric DBT proposes to design and engineer the City of Vista solar system based on the provided RFP document for the amounts listed below. Please see Appendix D for the complete Preliminary Cost Worksheet.
Description:Amount:
Solar Canopy Design
(schematic design, design development, & construction documents) $141,261.00 Geotechnical Services Needed for Pre-Construction $ 17,555.00 DB Cost for Pre-Construction Services $ 5,590.00
Proposed DB Pre-Construction Contingency $ 8,217.00
Proposed DB Fee for all Pre-Construction Services $ 43,156.00
Total Pre-Con Services Budget: $215,779.00
Inclusions & Clarifications:
1. Phase 1 Preconstruction Services only.
2. Provide Electrical, Civil, Architectural and Structural design and engineering associated with the PV System
3. Design Professional of General Responsible Charge (DPGRC) Services is included.
4. Structural Engineer of Record Services is included.
5. Civil Engineer of Record (CEOR) Services is included.
6. Create and coordinate the necessary site-specific general/architectural/civil/structural/Electrical sheets required for submittal to the AHJ.
See Appendix G
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Page | 12
7. Review and respond to any AHJ plan check comments in a timely manner.
8. Geotechnical services needed for preconstruction.
9. Storm Water Management Plan (SWMP).
10. Pricing is based on prevailing wage rates in accordance with California Assembly Bill number 2143 dated 09/29/2022, which was published 10/03/2022.
10. This quotation is valid for (30) days from the date of pricing.
11. Payment and performance bond percent included on the preliminary cost worksheet is subject to change based on construction services cost.
PRELIMINARY DESIGN AND CONSTRUCTION SCHEDULE
As mentioned in the sections above, construction schedules have seen significant increases in the past couple of years. This is a result of several factors, all of which are outside the control of construction professionals and their clients.
The Baker Electric DBT will do everything we can to complete the project quickly, safely, and within the GMP. Please use caution when considering any proposals that do not acknowledge and incorporate the challenges of the current commercial solar construction industry.
A complete preliminary project schedule is included in Appendix J.
EXCEPTIONS TO THE PROJECT INFORMATION
Baker Electric’s leadership team has reviewed the design/build standard contract provided and is satisfied with the structure and overall terms of the agreement. We have included a short list of comments and requested modifications in Appendix L.
ADDITIONAL INFORMATION
The entire Baker Electric installation experience is overseen by our award-winning safety department. Baker Electric is committed to keeping our employees, and most importantly the students at the schools we serve, safe from harm. Our belief that people are our most valuable assets is the cornerstone of our Safety Program.
Baker Electric has a written safety plan, pro-active accident program, Code of Safe Work Practices, Hazardous Communication Program, Safety Council, Injury and Illness Prevention program (IIP). In addition to a designated Safety Director, there are Safety Managers and a strictly enforced substance abuse program. Baker Electric’s meets the City of Vista’s insurance coverage requirements. See Appendix K for Baker Electric insurance certificate with our coverage.
We hold weekly safety “tailgate” meetings, monthly safety committee meetings, quarterly foreman meetings, pre-job planning conferences with management, and random job site audits by our Safety Managers. Every project Baker is involved with has a safety plan developed for that specific site. Our management and foremen have all completed extensive course work in Occupational Safety and Health.
The curriculum includes the OSHA 10, Competent Person for Excavation, Forklift Operator Certification and First Aid / CPR.
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Our management and foremen have all completed extensive course work in Occupational Safety and Health. The curriculum includes the OSHA 10, Competent Person for Excavation, Forklift Operator Certification and First Aid / CPR.
Baker Electric will self perform 82% of the project, primarily the electrical scope. Baker Electric is signatory to International Brotherhood of Electrical Workers (IBEW) Local 569 and uses union electricians for all projects. See Appendix M for Baker Electric’s IBEW Status Letter. The civil engineering will be 10% of the project scope and will be subcontracted to TSAC Engineering. Our structural and architectural design will be subcontracted to 4STEL, at 3% of the project scope. 08/22/2023 C7 45 of 187
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Solar, Storage, and Microgrid
Licenses C-10 / A / B / C-46 / C-7 | #161756 | www.baker-electric.com/renewables Baker Electric |
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Licenses C-10 / A / B / C-46 / C-7 | #161756 | www.baker-electric.com/renewables Renewables |
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26030 Acero, Mission Viejo, CA 92691 (949) 305-1150 [email protected] June 21, 2023
4 S.T.E.L. Engineering, Inc.
26030 Acero
Mission Viejo, CA 92691
(949) 305-1150
To Whom It May Concern:
4 S.T.E.L. Engineering, Inc., has been a trusted structural design and engineering partner of Baker Electric since 2010. 4 S.T.E.L.’s experience in structural design for the renewable energy market, and specifically with carport canopies, is second to none. We look forward to supporting Baker Electric and collaborating with the City of Vista on this very important project.
If you have any questions regarding our project history or qualifications, please don’t hesitate to contact me.
Sincerely,
Jonathan Varela
COO
[email protected]
(949) 305-1150 ext. 112
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June 19, 2023
Re; City of Vista Civic Center PV Project
To Whom it May Concern,
I would like to take a moment to recommend the selection of Baker Electric to perform this project that is been put out for bid.
Having been a fantastic partner of Greentech Renewables for the last fifteen years, and with Consolidated Electrical Distributors, Inc. for even longer we have had a long track record of experience with their organization.
I can easily state that Baker Electric is a premier partner of ours with none surpassed ethics, organization, professionalism, and the ability to perform the projects and tasks required. We appreciate your consideration of them for this project. Thank you.
Jim Delaney
Director of Sales
GREENTECH RENEWABLES SAN DIEGO
C. 858-449-4937
9190 Activity Road, San Diego, California 92126 * (858) 277-7636 08/22/2023 C7 57 of 187
www.qcells.com/us
Hanwha Q CELLS America Inc.
400 Spectrum Center Drive, Suite 1400,
Irvine, CA 92618
Subject: CIVIC CENTER SOLAR PROJECT (CIP 8334)
Dear The City of Vista,
The Q Cells team is aware of the City of Vista Solar PV RFP and support Baker Electric in their efforts to develop and build a successful project.
Best regards,
Warren Nishikawa
Director l C&I Solutions
Qcells North America
[email protected]
M +1 650 477 8672
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www.SMA-America.com
ST
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Fully integrated
• No additional racking required for
rooftop installation
• Integrated DC and AC disconnects
and overvoltage protection
• 12 direct string inputs for reduced
labor and material costs
• Up to 60% faster commercial PV
system installation
• Six MPP trackers for flexible stringing
and maximum power production
• ShadeFix, SMA’s proprietary
shade management solution,
optimizes at the string level
• Intelligent string monitoring to
pinpoint array performance issues
• Integrated SunSpec PLC signal
for module-level rapid shutdown
compliance to 2017 NEC
• Next-gen DC AFCI arc-fault
Standard UL 1699B Ed. 1
Smart monitoring, control, service
• I-V curve diagnostic function to visualize and
document PV string electrical characteristics
• Increased ROI with SMA ennexOS cross
sector energy management platform
• SMA Smart Connected proactive O&M
solution reduces time spent diagnosing
and servicing in the field
SUNNY TRIPOWER CORE1 33-US / 50-US / 62-US
It stands on its own
The Sunny Tripower CORE1 is the world’s first free-standing PV inverter for commercial rooftops, carports, ground mount and repowering legacy solar projects. From distribution to construction to operation, the Sunny Tripower CORE1 enables logistical, material, labor and service cost reductions, and is the most versatile, cost-effective commercial solution available. Integrated SunSpec PLC for rapid shutdown and enhanced DC AFCI arc-fault protection ensure compliance to the latest safety codes and standards. With Sunny Tripower CORE1 and SMA’s ennexOS cross sector energy management platform, system integrators can deliver comprehensive commercial energy solutions for increased ROI.
SUNNY TRIPOWER CORE1 33-US / 50-US / 62-US
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Accessories
SMA Sensor Module
MD.SEN-US-40
SMA Data Manager M
EDMM-US-10
AC Surge Protection Module Kit
AC_SPD_KIT1-10, AC_SPD_KIT2_T1T2
DC Surge Protection Module Kit
DC_SPD_KIT4-10, DC_SPD_KIT5_T1T2
Universal Mounting System
UMS_KIT-10
SMA America, LLC
Toll Free +1 888 4 SMA USA
www.SMA-America.com
Technical data Sunny Tripower CORE1 33-US Sunny Tripower CORE1 50-US Sunny Tripower CORE1 62-US Input (DC)
Maximum array power 50000 Wp STC 75000 Wp STC 93750 Wp STC Maximum system voltage 1000 V
Rated MPP voltage range
MPPT operating voltage range
Output (AC)
AC nominal power 33300 W 50000 W 62500 W
Maximum apparent power 33300 VA 53000 VA 66000 VA
Nominal AC voltage
AC voltage range
Maximum output current 40 A 64 A
Rated grid frequency 60 Hz
Harmonics THD
97.5%97.5%97.5%
Protection and safety features
Load rated DC disconnect
Load rated AC disconnect
DC AFCI arc-fault protection
SunSpec PLC signal for rapid shutdown
DC reverse polarity protection
AC short circuit protection
General data
Device weight
Operating temperature range
Storage temperature range
Internal consumption at night 5 W
Topology Transformerless
Cooling concept
Enclosure protection rating
Additional information
Mounting Free-standing with included mounting feet
DC connection Amphenol UTX PV or H4Plus connectors
AC connection
ShadeFix technology for string level optimization
Intelligent string performance monitoring
I-V curve diagnostic function
FCC compliance FCC Part 15 Class A
Grid interconnection standards
Advanced grid support capabilities
Warranty
Standard 10 years
Optional extensions
Type designation STP 33-US-41 STP 50-US-41 STP 62-US-41 08/22/2023 C7 66 of 187
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AlsoEnergy Data Logger
Energy Meter
Weather Stations and Environmental Sensors
Cellular Modem
Wireless Communications
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AlsoEnergy 1 Rev 14
The warranty information included in this document applies to products sold to end-users by Also Energy Inc. (AE) or one of its authorized partners. For post-warranty service/support options, please contact your AE Authorized Reseller or local AE Representative, or email [email protected].
End User Warranty Periods
Product Warranty
AE Hardware excluding Pyranometers and Reference Cells Standard 5-Year Advance Exchange Hardware Support, Customer Satisfaction, extendable in 5-year increments.
Monitoring Services Term of Service Contract, Phone Support, Customer Satisfaction Third Party and Special Order Hardware (* Hardware) or
Software when provided by AE
Unless specified above, all third party hardware and software is provided AS IS. However the non AE supplier or publisher may provide their own warranty.
Worldwide End-User Limited Warranty Claim Process
Phone Support and Limited Warranty Claim Process
This service includes telephone access to a technical support representative Monday Friday from 8:30 AM to 9 PM Eastern (5:30 AM to 6 PM Pacific) excluding standard US Holidays. If work is scheduled for a Federal Holiday or weekend, please contact AE support to confirm availability. You can obtain support or file a warranty claim by contacting the AE Customer Support Center that will:
1. Ask your Name and installation address
2. Ask the Model, part number and Serial number
3. Ask the Reason for the description of failure
4. Diagnose the problem
5. Support the customer with one of the authorized programs Advance Exchange Hardware Support
The target ship date of Advance Exchange Products or Parts is five (5) business days after receipt of the call. All replacement components are shipped to the customer. AE is available during the hours listed for telephone support to assist with the installation of replacement components if needed.
AE will send tracking information and invoice the customer after the Advance Exchange Products or Parts ship. Once the defective Product or Part is received by AE, the invoice will be cancelled. If the customer chooses not to be invoiced, then the replacement product cannot be sent until defective product has been received by AE. In the event the defective Product or Part is not received by AE within fourteen (14) business days after the customer has received a replacement Product or Part, AE will convert the invoice to a charge. The customer is responsible for the full retail value of the missing Product or Part. Additionally, the warranty will be void on the Product or Part that AE shipped out as part of the Advance Exchange Program AND the Product or Part that was not returned. The defective Product or Part must be returned to a AE specified receiving location with the RMA number clearly indicated on the outside of the shipping package. No product can be returned without a valid Return Material Authorization (RMA) Number. Failure to obtain a RMA will result in the customer bearing all costs associated with the shipping and handling of the returned product. Replacement Products or Parts shall be furnished on an exchange basis and may be either new or reconditioned as new. Removal, shipment to AE, shipping insurance and loss or damage of the failed Product or Part, as well as the installation and configuration of the replacement Product or Part is the responsibility of the End User.
The customer may choose an on-site field call at the then-current price for removal and installation of the replacement Product or Part. Products and Parts shipped to the End User by AE shall be freight prepaid by AE. Responsibility for loss or damage shall be on AE. AE shall not be responsible for any handling fees, import duties or tariffs, or delays as a result of customs.
Customer Satisfaction
If a customer unit fails within the first 90 day after installation, a AE Technical Services Representative, after discussing the nature of the problem and if the problem cannot be resolved, will assign a Return Material Authorization (RMA) number and replace the unit with a new unit. The target ship date of the Customer Satisfaction Product is five (5) business days after receipt of the call.
Worldwide End User Hardware Limited Warranty
Hardware Product Warranty Start Date
The warranty term (duration) begins on the date of purchase from AE or an authorized AE Hardware - Repaired Warranty
AE warrants that the product is free from manufacturing defects for thirty days or the balance of the original warranty.
Hardware Exclusions and Limitations
For the time periods set forth with the specific Product, AE warrants to the original End User that the Product (excluding expendable parts and covers) you have purchased from AE or a AE authorized Reseller is free from defects in material and workmanship under normal use. 08/22/2023 C7 78 of 187
AlsoEnergy 2 Rev 13
THIS LIMITED WARRANTY DOES NOT APPLY TO ANY PRODUCTS OR PARTS FROM WHICH THE SERIAL NUMBER HAS BEEN REMOVED OR ALTERED OR THAT HAVE BEEN DAMAGED OR RENDERED DEFECTIVE:
(i) AS A RESULT OF WATER DAMAGE, LIGHTNING, ELECTRICAL OVER VOLTAGE, ACCIDENT, MISUSE OR ABUSE; (ii) BY THE USE OF PARTS NOT APPROVED, MANUFACTURED OR SOLD BY AE OR NOT CONFORMING TO AE SPECIFICATIONS; (iii) BY MODIFICATION WITHOUT THE WRITTEN PERMISSION OF AE; (iv) AS A RESULT OF INSTALLATION OR SERVICE BY ANYONE OTHER THAN AE, AN AUTHORIZED AE SERVICE CENTER, OR AN AE SERVICE PROVIDER CERTIFIED TO PERFORM SUCH WORK;
(v) AS A RESULT OF FAILURES DUE TO A PRODUCT FOR WHICH AE IS NOT RESPONSIBLE; (vi) AS A RESULT OF USE IN AN ENVIRONMENT FOR WHICH THE PRODUCT WAS NOT DESIGNED; (vii) AS A RESULT OF SENSOR DEGRADATION OR CALIBRATION DRIFT.
When AE releases a critical update to a hardware or firmware component to the product, in-warranty or uplifted support will only be provided for six months on the previous version. After the six-month period, support will be provided on a time and material basis.
Disclaimer of Warranties
EXCEPT AS EXPRESSLY STATED HEREIN, AE EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT
NOT LIMITED TO, THE IMPLIED WARRANTIES OF DESIGN, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE, ANY
WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE, OR ANY WARRANTIES OF NON-INFRINGEMENT OF
PRODUCT, PART OR REPAIR IS NOT FREE FROM DEFECTS AS WARRANTED ABOVE, END- REPLACEMENT AT AE DISCRETION AS PROVIDED ABOVE.
NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AE OR AE AUTHORIZED REPRESENTATIVE SHALL CREATE ANY WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS LIMITED WARRANTY.
AE DOES NOT WARRANT THAT OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE FUNCTIONS CONTAINED IN THE PRODUCTS WILL OPERATE IN COMBINATIONS THAT MAY BE SELECTED FOR USE BY YOU.
AE PRODUCTS ARE MANUFACTURED USING NEW MATERIALS OR NEW AND USED MATERIALS EQUIVALENT TO NEW IN PERFORMANCE AND RELIABILITY.
Limitation of Liability
UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL AE OR AE SUPPLIERS BE LIABLE TO END-USER, FOR ANY INJURIES,
DAMAGE TO OR REPLACEMENT OF PRODUCT OR PROPERTY, COSTS FOR RECOVERING, REPROGRAMMING, OR REPRODUCING ANY
PROGRAM OR DATA USED WITH THE PRODUCT, OR ANY SPECIAL, INDIRECT, INCIDENTAL, ECONOMIC OR CONSEQUENTIAL DAMAGES OR
CLAIMS FOR LOSS OF BUSINESS OR LOSS OF PROFITS WHATSOEVER, EVEN IF AE WAS ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. 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. IN NO EVENT SHALL AE TOTAL LIABILITY TO YOU FOR ALL DAMAGES,
LOSSES, AND CAUSES OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EXCEED THE AMOUNT PAID BY YOU FOR THE PRODUCT.
ALL AE PRODUCTS ARE COVERED BY A WORLDWIDE LIMITED WARRANTY. THIIS LIMITED WARRANTY GIVES YOU SPECIFIC RIGHTS. YOU MAY HAVE OTHER RIGHTS THAT MAY VARY FROM STATE TO STATE OR COUNTRY TO COUNTRY.
AE shall not be responsible for any handling fees, delays as a result of customs, import duties or tariffs.
All returned parts or Products become the property of AE. AE Reserves the right to choose, at its sole discretion, to exchange the whole unit or failing part with new or refurbished parts and may at its discretion supply units that are aesthetically different. AE reserves the right, at its sole discretion, to refund the purchase price instead of replacing the Product. For purposes of this limited Warranty, "refurbished" means a product or part that has been returned to its original specifications.
General Terms
AE shall use commercially reasonable efforts to respond to a specific response time. However, the times specified are targets and not a guarantee. Neither AE nor the Service Provider is responsible for failure to fulfill its obligations pursuant to these Terms and Conditions due to acts of God, labor disputes, shortages of parts or materials or any other causes similar or dissimilar, beyond its reasonable control. These Terms and Conditions and the Expanded Warranty Coverage and Service Options together constitute the complete and exclusive agreement regarding the warranty and service terms and conditions of AE branded Product. These Terms and Conditions supersede any prior agreements or representations-including representations made in AE sales literature or advice given to Customer by AE, a AE authorized reseller, or an agent or employee thereof-that may have been made in connection with Customer's purchase of the Product. No change to the conditions of these Terms and Conditions is valid unless it is made in writing and signed by an authorized representative of AE. AE may in its sole discretion modify the Terms and Conditions at any time and from time to time. If any provision of these Terms and Conditions is held invalid by any law or regulation of any government or by any court, such invalidity will not affect the enforceability of other provisions in these Terms and Conditions. These Terms and Conditions will be governed by the laws of the State of Colorado. Any legal suit, action or proceeding arising out of or relating to these Terms and Conditions will be commenced in a federal or state court in Boulder County, Colorado, and each party hereto irrevocably submits to the exclusive jurisdiction and venue of any such court in any such suit, action or proceeding.
In the event of a defect, these are your exclusive remedies. 08/22/2023 C7 79 of 187
SHEET:
DATE:
BY:
VERSION:
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CA
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A
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CARPORT CONCRETE
ABUTMENT (OPTIONAL)
EXISTING GRADE
CARPORT CONCRETE
FOUNDATION
CARPORT STEEL COLUMN
CARPORT STEEL BEAM
CARPORT CONCRETE
ABUTMENT (OPTIONAL)
CARPORT
CONCRETE
FOUNDATION
CARPORT
STEEL COLUMN
CARPORT
STEEL BEAM
EXISTING
GRADE
NO SCALE1
NO SCALE208/22/2023 C7 80 of 187
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Scott has over 27 years of electrical contracting experience, additionally he has extensive experience in executive management roles. In Scott’s role at Baker, he oversees the Renewables, Controls, Special Projects, Safety and Warehouse/Fleet.He is expanding the customer base to include additional compatible alternate energy measures and is analyzing past projects for best practices to be applied to future projects. He is very involved in leading the team through mentoring and ensuring accountability for achievement of company objectives.
Grossmont High School District PV, San Diego County, CA $6,000,000 Electrical Value
Combined carport and ground mount systems, 3MW total across 3 school sites.
Borrego Springs High School/Elementary School, Borrego Springs, CA $1,330,000 Electrical Value
Two site, total 320.76 kW carport photovoltaic systems.
Sharp Santee Microgrid, Santee CA
$1,389,000 Electrical Value
386.37 kW photovoltaic rooftop and carport system with microgrid.
California Border Patrol, Multi-Site, CA
$2,918,228 Electrical Value
1.65 MW total. Carport, ground mount and rooftop photovoltaic systems across four bor- der protection stations throughout Southern California.
PermaCity FIT / Westmont, Los Angeles, CA
$11,325,466
16,920 kWDC rooftop photovoltaic system across 6 buildings Food and Drug Adminstration, Irvine, CA
$2,762,940 Electrical Value
1.017 MW ground mount and carport system.
Darden Business School
Financial Management for
Non-Financial Managers
Creating and Delivering Service
Excellence
Title 24 CALCTP-AT Training Program
Lockout / Tagout
CPR / First Aid
OSHA 10
Solar Power
Competent Person
Fiber Optics
Scaffold
OSHA 30
Arc Flash
Low Voltage
Forklift Training
Code Training
High Voltage Splicing
Fall protection
27 Years
6 Years
Scott Williams
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As Director of Commercial Solar Operations, Todd is responsible for overseeing projects from planning through completion and ensuring client satisfaction by delivering unparalleled service. He provides overall project management support for several large, complex projects while supporting the goals and upholding the quality standards that Baker expects on all of its projects.
His construction experience includes industrial, manufacturing, commercial, and military buildings. His solar experience encompasses the full range of solar installation types; roof, Sharp MOB Microgrid, Santee, CA
$1,394,000 Electrical Value
Microgrid with island capability during utility outage. Major functions include net energy metered 386.37 kWDC solar photovoltaic, demand savings via 111kW/211kWH battery energy storage, and parallel operation with emergency generator during utility outages.
California Border Protection, Southern California
$3,708,387 Electrical Value
1.164 MWDC total. Photovoltaic systems across four border protection stations through- out San Diego County and Orange County.
Port Hueneme, Ventura, CA
$3,039,680 Electrical Value
678.8 kWDC carport photovoltaic system.
Del Mar Civic Center, Del Mar, CA
$336,000 Electrical Value
71.6 kWDC photovoltaic system and 120kWHour battery storage.
Rock Church, San Diego, CA
$1,471,246 Electrical Value
727.76 kWDC rooftop photovoltaic system.
Ballena Vista Farms, Ramona, CA
$636,850 Electrical Value
328.32 kWDC ground mount photovoltaic system.
University of Mount Union
Bachelors Degree
Southern New Hampshire University
Masters Degree
Construction Management (2019)
20 Years
4 Years
Todd McHenry
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installation progress to ensure completion of projects within budget and schedule. His public works.
NFI Industies, Chino, CA
San Ysidro Health Buckman Springs, Campo, CA
health clinics.
Sante Fe Christian Schools, Solana Beach, CA
Moody’s Food Service, San Diego, CA
The Scripps Reseach Institutue, San Diego, CA
P-1024 Navy V-22 Hangar NAS, San Diego, CA
Code Training
14 Chris Gleed
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Austin’s role includes project engineering, systems commissioning, technical sales, tools, and process development. He uses his extensive design experience and product knowledge to optimize operations, providing risk management insights and problem solving through consideration of technical and business dimensions. His project experience includes K-12, military, public works, commercial, and healthcare.
Food and Drug Adminstration, Irvine, CA
$2,762,940 Electrical Value
1.017 MW ground mount and carport system at a federal government building.
IONIS Pharmacueticals, Carlsbad, CA
$2.1 M Electrical Value
579.2 kW ground mount solar system.
Ashlan Reuse Yard, Clovis, CA
$1,284,619 Electrical Value
421.95 kW ground mount solar system.
Surface Water Treament, Clovis, CA
$709,270 Electrical Value
162.69 kW grount mount solar system.
Grossmont High School District PV, San Diego and Orange County, CA $6,000,000 Electrical Value
Education, K-12
Combined carport and ground mount systems, 3MW total across 3 school sites.
Catherdal Catholic High School, San Diego, CA
$6,000,000 Electrical Value
1.254 MW solar carport system at a private K-12 school.
Bacheor of Science
Electrical and Electronics Engineering
Arizona State University
7 Years
4 Years
Austin Earley
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each of the various components of the construction process. His construction project experience includes cogeneration, commercial, industrial, military, hospitality, clean room, education and solar.
Cathedral Catholic High School, San Diego, CA
$2,773,376 Electrical value
The carport mounted 1.15 MW PV system includes 3,142 solar modules and 39 inverters.
In addition, 3 electrical vehicle chargers were installed.
J & D Laboratories, Vista, CA
$2,057,653 Electrical Value
The carport/rooftop mounted 1.05 MW PV system includes 2,880 solar modules and 39 inverters.
Community Health Group, Chula Vista, CA
$1,691,293 Electrical Value
Installation of 701 kW carport/rooftop mounted PV system includes 1,920 solar modules and 21 inverters.
Los Angeles Air Force Base, El Segundo, CA
$2,859,543 Electrical Value
Installation of roof mounted 1.21MW PV system includes 3,234 solar modules and 33 inverters on 4 buildings.
Valley Indoor Swap Meet, Pomona, CA
$1,426,123 Electrical Value
Installation of roof mounted 656 kW PV system includes 1,824 solar performed.
Grossmont High School District PV, San Diego and Orange County, CA $6,000,000 Electrical Value
Combined carport and ground mount systems, 3MW total across 3 school sites.
IBEW Electrical Apprenticeship
JATC Training
Lockout / Tagout
CPR / First Aid
OSHA 10
OSHA 30
Solar Power
Competent Person
Scaffold
Arc Flash
Forklift Training
Fall Protection
EM385
24 Years
20 Years
Jim Packer
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Project Name Owner Type of Install
Total System
kW Market Sector
Final
Completion
Date Project City Project Manager
Oak Springs Ranch PV R&V Management Rooftop 224.46 Commercial Private 6/21/2023 Wildomar DAYN RICHARDSON Clear Sign & Design PV Clear Sign & Design Inc Rooftop 88.692 Commercial Private 6/19/2023 San Marcos DAYN RICHARDSON Elyel PV Teranuvo LLC Rooftop 109.25 Commercial Private 6/7/2023 Carlsbad CHRIS GLEED Aztec Stadium Solar San Diego State University Carport 600.3 Higher Public 6/5/2023 San Diego CHRIS GLEED Poseidon G.N.T,LPA A CA Limited Partnership Rooftop 29.7 Commercial Public 4/18/2023 Del Mar MISTY LITTLE Rockstar Games Rockstar Games Rooftop 150.3 Commercial Private 4/11/2023 Carlsbad CHRIS GLEED SDUSD Taft MS DB PV Solar San Diego Unified School District Carport 249 Education Public 12/31/2022 San Diego MICHAEL DECARLI West Coast Tomato Growers West Coast Tomato Growers Ground Mount 693.6 Commercial Private 11/14/2022 Oceanside Michael DeCarli Zodiac Pools PV Zodiac Pool Systems Rooftop 1,085.00 Commercial Private 9/30/2022 Carlsbad MICHAEL DECARLI Pacific Highlands RanchPV Del Mar Unified School District Rooftop 124.03 Education Public 8/1/2022 San Diego CHRIS GLEED LAPD MTD Solar Array Proj City of Los Angeles Carport 580 Government Public 7/29/2022 Los Angeles SHAWN ARMSTRONG Green Oak Ranch PV Green Oak Ranch Ground Mount 359.4 Non Profit Private 5/9/2022 Vista MICHAEL DECARLI Solana Vista ES PV Solana Beach School District Rooftop 161.5 Education Public 5/8/2022 Solana Beach SHAWN ARMSTRONG Santa Fe Christian Sch PV Santa Fe Christian Schools Rooftop 286.88 Education Private 5/2/2022 Solana Beach CHRIS GLEED NFI Industries PV Fiddler Energy Rooftop 632.79 Commercial Private 5/1/2022 Chino CHRIS GLEED IBEW 47 PV IBEW Local 47 Rooftop 20.655 Commercial Private 3/31/2022 Diamond Bar COURTNEY CABRAL Whispering Palms PV Whispering Palms Community Services District Ground Mount 456.84 Government Public 2/16/2022 Rancho Santa Fe DAYN RICHARDSON Sprouts Eastlake PV Sprouts Rooftop 145.8 Retail Private 2/15/2022 Chula Vista TRAVIS HARRIS Innovative Cold StoragePV Innovative Cold Storage Rooftop 917.19 Commercial Private 12/31/2021 San Diego TODD MCHENRY TV2 K-8 STEAM PV Temecula Valley Unified School District Rooftop 178.08 Education Public 12/29/2021 Winchester COURTNEY CABRAL BS2 Borrego Springs HS PV Borrego Unified School District Carport 218.7 Education Public 11/15/2021 Borrego Springs MICHAEL DECARLI BS1 Borrego Springs ES PV Borrego Unified School District Carport 102.06 Education Public 11/15/2021 Borrego Springs MICHAEL DECARLI TV1 Rancho Elementary PV Temecula Valley Unified School District Carport 141.12 Education Public 11/6/2021 Temecula COURTNEY CABRAL Wilson MS PV System San Diego Unified School District Rooftop 473.4 Education Public 11/1/2021 San Diego MICHAEL DECARLI Rancho Los Amigos Rancho los Amigos National Rahabilitation Center Rooftop 49 Healthcare Private 10/29/2021 Downey DAYN RICHARDSON Long Beach City Hall PV City of Long Beach Rooftop 47.16 Government Public 9/24/2021 Long Beach TRAVIS HARRIS CSULB Horn Center PV California State University Long Beach Rooftop 28.35 Education Public 8/27/2021 Long Beach DAYN RICHARDSON NoHo Sewer Yard City of Los Angeles Rooftop 47.16 Government Public 6/21/2021 North Hollywood CHRIS GLEED Dos Gringos PV Dos Gringos Flower Co. Rooftop 469.625 Commercial Private 5/23/2021 Vista MICHAEL DECARLI InvivoGen PV InvivoGen Rooftop 41.5 Commercial Private 3/8/2021 San Diego MICHAEL DECARLI SDUSD Correia MS DB San Diego Unified School District Carport 258.96 Education Public 2/22/2021 San Diego MICHAEL DECARLI Silvergate Asst Living PV Americare Health and Retirement Rooftop 153.09 Healthcare Private 2/15/2021 San Diego PHIL HOFFERT SDUSD Hamilton ES DB San Diego Unified School District Carport 209.16 Education Public 2/8/2021 San Diego MICHAEL DECARLI SDUSD Ibarra DB Solar San Diego Unified School District Carport 211.65 Education Public 2/1/2021 San Diego MICHAEL DECARLI SDUSD Lewis MS DB Solar San Diego Unified School District Carport 231.57 Education Public 1/25/2021 San Diego MICHAEL DECARLI Residence Inn Del Mar Residence Inn Del Mar Rooftop 75.53 Hospitality Private 1/19/2021 San Diego PHIL HOFFERT SDUSD Sherman ES DB PV San Diego Unified School District Carport 237.38 Education Public 1/18/2021 San Diego MICHAEL DECARLI Classical Academy HS PV The Classical Academies Rooftop 171.035 Education Private 1/11/2021 Escondido PHIL HOFFERT BAKER ELECTRIC - 5 YEARS DESIGN BUILD - COMPLETED PROJECTS If awarded, Chris Gleed will the assigned Project Manager. His past completed projects are highlighted below. Austin Earley, our Commercial Solar Design Manager, will be the lead electrical engineer for the project. Austin Earley oversees the engineering team and manages all of Baker Electric's commercial solar projects. 08/22/2023 C7 88 of 187
SDUSD Challenger MS DB San Diego Unified School District Carport 239.433 Education Public 1/8/2021 San Diego MICHAEL DECARLI SDUSD Porter S MS DB PV San Diego Unified School District Carport 112.05 Education Public 1/4/2021 San Diego MICHAEL DECARLI SDUSD Porter N MS DB PV San Diego Unified School District Carport 109.56 Education Public 1/4/2021 San Diego MICHAEL DECARLI Glockstore Showroom PV Leonard & Tammy Magill, 4770 Ruffner LLC Rooftop 211.235 Commercial Private 12/31/2020 San Diego MICHAEL DECARLI G10 Galuppo Law G10 Galuppo Law Rooftop 48.6 Commercial Private 12/31/2020 Carlsbad MICHAEL DECARLI Port Hueneme NSWC Naval Sea Systems Command Carport 678.8 Military Public 12/31/2020 Oxnard TODD MCHENRY SY Health Solar Power San Ysidro Heath Rooftop 207.36 Healthcare Public 12/31/2020 San Diego MICHAEL DECARLI Henry Avocado Henry Avocado Corporation Rooftop, Carport 497.775 Commercial Private 12/31/2020 Escondido TRAVIS HARRIS WD-40 San Diego WD-40 Company Rooftop, Carport 237 Commercial Private 12/31/2020 San Diego TODD MCHENRY Intelligent Blends Intelligent Blends Rooftop 283.5 Commercial Private 11/20/2020 San Diego PHIL HOFFERT Quantum Design Quantum Design Rooftop 217.645 Commercial Private 10/31/2020 San Diego PHIL HOFFERT The Arc of SD North Shore The Arc of San Diego Rooftop 97.96 Institutional Private 10/29/2020 San Diego DAYN RICHARDSON Ionis Conference Cntr PV Ionis Pharmaceuticals Rooftop 111.78 Biotech Private 10/27/2020 Carlsbad TODD MCHENRY Hawthorne Cat HQ Hawthorne Power Systems Rooftop 454.559 Commercial Private 10/20/2020 San Diego TODD MCHENRY Rock Church Point Loma PV Rock Church Rooftop 727.76 Institutional Private 10/5/2020 San Diego TODD MCHENRY Palomar Technologies Palomar Technologies Rooftop 400.135 Commercial Private 9/30/2020 Carlsbad TODD MCHENRY Alphatec Spine Alphatec Spine Rooftop 550.235 Commercial Private 9/30/2020 Carlsbad Todd McHenry Palomar Inst. of Cosmetol Palomar Institute of Cosmetology Rooftop 44.28 Higher Private 9/22/2020 San Marcos PHIL HOFFERT Knox MS SDUSD Solar Power San Diego Unified School District Carport 165.6 Education Public 9/15/2020 San Diego SHAWN ARMSTRONG PV Aliso Viejo Ranch City of Aliso Viejo Rooftop 49.815 Government Public 9/8/2020 Aliso Viejo Todd McHenry SDHS Behavior Center San Diego Humane Society Rooftop 68.04 Institutional Private 8/24/2020 San Diego TRAVIS HARRIS (PV) Sharp Santee MOB Sharp Healthcare Carport 386.37 Healthcare Private 7/31/2020 Santee TODD MCHENRY Scripps Laboratories Inc.SCRIPPS LABORATORIES INC Rooftop 134.865 Healthcare Private 7/27/2020 San Diego DAYN RICHARDSON Calvary Chapel Oceanside Calvary Chapel Oceanside Rooftop 240.165 Institutional Private 7/23/2020 Oceanside SHAWN ARMSTRONG ODI 2019 Ocean Discovery Institute Carport 50.4 Education Public 7/17/2020 San Diego SHAWN ARMSTRONG SCPA SDUSD Solar Power San Diego Unified School District Carport 374.4 Higher Private 7/14/2020 San Diego SHAWN ARMSTRONG Bell MS SDUSD Solar Pwr San Diego Unified School District Carport 410.4 Education Public 7/13/2020 San Diego SHAWN ARMSTRONG Chollas-Mead ES SDUSD San Diego Unified School District Carport 252 Education Public 7/9/2020 San Diego SHAWN ARMSTRONG Takeda Research Takeda California Inc Rooftop 35.235 Biotech Private 6/6/2020 San Diego DAYN RICHARDSON Del Rey Avocado Del Rey Avocado Rooftop 251.505 Commercial Private 4/10/2020 Vista TRAVIS HARRIS Alexandria HQ TI Alexandria Real Estate Equities Rooftop 45.36 Commercial Private 4/10/2020 Pasadena DAYN RICHARDSON Together We Grow SD Together We Grow Rooftop 91.125 Healthcare Private 3/9/2020 San Diego DAYN RICHARDSON Lincoln HS SDUSD Install San Diego Unified School District Carport 187 Education Public 2/29/2020 San Diego SHAWN ARMSTRONG Vista Grande ES SDUSD Ins San Diego Unified School District Rooftop 149.4 Education Public 2/29/2020 San Diego SHAWN ARMSTRONG Woodspring Suites Woodspring Suites Rooftop 76.59 Hospitality Private 2/29/2020 Bloomington SHAWN ARMSTRONG Greenfield Village Greenfield Otay, LP Rooftop 457.92 Residential Private 2/28/2020 San Diego PHIL HOFFERT Julian ES-MS JUESD Julian Unified School District Carport, Rooftop 38.48 Education Public 2/28/2020 Julian TODD MCHENRY Adams ES SDUSD San Diego Unified School District Rooftop 21.46 Education Public 2/28/2020 San Diego TODD MCHENRY Kearny HS SDUSD Solar Pwr San Diego Unified School District Carport 237.6 Education Public 2/15/2020 San Diego SHAWN ARMSTRONG Ballena Vista Farms KDC Farm Ground Mount 328.32 Agriculture Private 1/31/2020 Ramona TODD MCHENRY Together We Grow Temecula Together We Grow Rooftop 89.91 Healthcare Private 1/27/2020 Temecula DAYN RICHARDSON EDF Renewables HQ EDF Renewables HQ Carport 207 Commercial Private 1/20/2020 San Diego SHAWN ARMSTRONG Mission Pools San Diego Mission Pools San Diego Rooftop 89.69 Commercial Private 1/17/2020 Escondido PATRICK FAIRL Together We Grow Vista Together We Grow Rooftop 90.315 Healthcare Private 1/3/2020 Vista DAYN RICHARDSON El Sol Academy El Sol Science and Arts Academy Rooftop 89.54 Education Private 1/2/2020 Santa Ana SHAWN ARMSTRONG CBP-San Clemente California Border Protection Carport 130.8 Government Public 12/31/2019 San Clemente TODD MCHENRY CBP-Boulevard California Border Protection Carport 550 Government Public 12/31/2019 Boulevard TODD MCHENRY Watermark l Scripps Highland MI Development LP Carport 427.78 Commercial Private 12/27/2019 San Diego SHAWN ARMSTRONG Tortilleria Santa Fe Tortilleria Santa Fe Rooftop 170 Commercial Private 12/27/2019 Chula Vista TODD MCHENRY 08/22/2023 C7 89 of 187
Ronald McDonald House Ronald McDonald House Carport 77.33 Healthcare Private 12/15/2019 San Diego SHAWN ARMSTRONG CTK Biotech CTK Biotech Rooftop 121.18 Bio-Tech Private 11/30/2019 Poway PATRICK FAIRL Vista Gardens Vista Garden Memory Care Rooftop 172.8 Healthcare Private 10/31/2019 Vista TRAVIS HARRIS CBP-Campo California Border Protection Carport 403.2 Government Public 10/31/2019 Pine Valley TODD MCHENRY Supply Ctr SDUSD Install San Diego Unified School District Carport 155.52 Education Public 10/30/2019 San Diego SHAWN ARMSTRONG Palomar College O&M Compl Palomar Community College District Rooftop 179.64 Higher Public 10/23/2019 San Marcos SHAWN ARMSTRONG Mission Trails Villas Mission Trails Villas Rooftop 41.44 Residential Private 10/11/2019 San Diego SHAWN ARMSTRONG CBP-Pogo Row California Border Protection Carport 80.8 Government Public 8/8/2019 San Diego TODD MCHENRY SB Watermark Garage II CG WaterMark Carport 397.46 Commercial Private 5/13/2019 San Diego SHAWN ARMSTRONG P1132 CIS OPS Complex ASI United States Marine Corps Carport, Rooftop 151.64 Military Public 5/10/2019 Camp Pendleton TODD MCHENRY BioLegend Phase 2 Biolegend Carport 294 Bio-Tech Private 5/3/2019 San Diego SHAWN ARMSTRONG Casa De Balboa Casa De Balboa Rooftop 177.6 Hospitality Public 2/4/2019 San Diego TODD MCHENRY Hudson Printing Hudson Printing Rooftop 78.44 Retail Private 1/31/2019 Carlsbad SHAWN ARMSTRONG 10325 Mission Federal CU Mission Federal Credit Union Rooftop 238.4 Commercial Private 1/31/2019 San Diego PATRICK FAIRL 10343 Mission Federal CU Mission Federal Credit Union Rooftop 261.66 Commercial Private 1/31/2019 San Diego PATRICK FAIRL Escondido Adventist Acade Escondido Adventist Academy Rooftop 209.09 Institutional Private 12/31/2018 Escondido TODD MCHENRY Bear Valley The Classical Academies Carport, Rooftop 70.31 Education Private 12/30/2018 Escondido SHAWN ARMSTRONG St. Patrick's Catholic St. Patrick Catholic School Rooftop 173.16 Institutional Private 11/15/2018 Carlsbad PATRICK FAIRL P200 Miramar OPS Marine Corps Communities Services Miramar Carport 40 Military Public 11/15/2018 San Diego TODD MCHENRY VISM - MSW Pomona LLC MSW Pomona, LLC Rooftop 656.64 Retail Private 10/19/2018 Pomona PATRICK FAIRL Bollert Lebeau Phase II Bollert Lebeau Phase II Rooftop 93.96 Commercial Private 10/15/2018 San Diego PATRICK FAIRL Del Mar Civic Center City of Del Mar Rooftop 71.64 Government Public 10/15/2018 Del Mar TODD MCHENRY FBI Flowers Francis Biddle International Rooftop 64.8 Retail Private 10/12/2018 Vista SHAWN ARMSTRONG St. Charles Saint Charles Catholic Church Carport 134.76 Institutional Private 10/2/2018 San Diego PATRICK FAIRL Nazareth School of SD Nazareth School of San Diego Rooftop 108.8 Education Private 10/1/2018 San Diego PATRICK FAIRL RAF Group Bressi Ranch RAF Group Bressi Ranch Rooftop 140.23 Core & Shell Private 9/26/2018 Carlsbad TODD MCHENRY Coastal Academies The Classical Academies Rooftop 87.69 Education Private 9/22/2018 Escondido SHAWN ARMSTRONG Poway Chrysler Poway Chrysler Rooftop 107.8 Retail Private 9/17/2018 Poway SHAWN ARMSTRONG Distrib Carlsbad Lot 15 Distrib Carlsbad Lot 15 Rooftop 233.16 Core & Shell Private 8/27/2018 Carlsbad TODD MCHENRY Megan Lustine Megan Lustine Ground Mount 43.47 Residential Private 6/30/2018 Rancho Santa Fe PATRICK FAIRL RAF Group Lot 24, LLC RAF Group Lot 24, LLC Rooftop 221.3 Core & Shell Private 6/22/2018 Encinitas TODD MCHENRY Solana Highlands Rooftop PV Solana Highlands Rooftop 112.58 Education Public 4/23/2018 San Diego PATRICK FAIRL Sabin Holdings SH Realty Partners, LLC Rooftop 49.375 Commercial Private 4/18/2018 San Diego TODD MCHENRY Solana Beach Self Storage Morena Storage Rooftop 53.65 Retail Private 3/31/2018 Solana Beach PATRICK FAIRL Morena Self Storage Morena Storage Rooftop 30.15 Retail Private 2/28/2018 San Diego PATRICK FAIRL College Av Baptist Church College Avenue Baptist Church Rooftop 109.965 Institutional Private 2/28/2018 San Diego PATRICK FAIRL 08/22/2023 C7 90 of 187
08/22/2023 C7 91 of 187
Zurich North America Surety
777 S. Figueroa Street, Suite 3900
Los Angeles, CA 90017
Re: Baker Electric
Prequalification Letter
To Whom It May Concern:
Zurich American Insurance Company and/or its subsidiary, Fidelity and Deposit Company of Maryland, have provided surety credit to Baker Electric for 50+ years. We are prepared to consider requests of single projects of $,000,000 and an aggregate of $0,000,000. has an available bonding capacity of $200,000,000. Zurich/F&D is rated "A +" (Superior) with a financial size category of XV ($2 billion +) by AM Best and has a US Treasury Limit exceeding $00 million.
If is awarded a contract for and requests that we provide the necessary Performance and/or Payment Bonds, we will be prepared to execute the bonds subject to our acceptable review of the contract terms and conditions, bond forms, appropriate contract funding and any other underwriting considerations at the time of the request.
Our consideration and issuance of bonds is a matter solely between and ourselves, and we assume no liability to third parties or to you by the issuance of this letter.
We trust that this information meets with your satisfaction. If there are further questions, please feel free to contact me.
Sincerely,
Lawrence F. McMahon, Attorney-in-Fact
Zurich American Insurance Company
Fidelity and Deposit Company of Maryland
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_________________________________
By: Robert D. Murray
Vice President
_____________________________________
By: Dawn E. Brown
Secretary
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Pre-Construction Services Subtotals Totals
Design Team (Engineer/Architect and Subconsultants)
Schematic Design $28,252
Design Development $70,631
Construction Documents $42,378
Note: Do not include design team construction adminstration services in the pre-construction budget
Geotechnical Services Needed for Pre-Construction $17,555 Design Builder (DB)
DB Cost for Pre-Construction Services $5,590
Proposed DB Pre-Construction Contingency $20,756
Proposed DB Fee for all Pre-Construction Services $43,156 Subtotal $228,318
Total Pre-Construction Services Budget $228,318
Construction Services
General Conditions/General Requirements (provide monthly breakdown on separate sheet, identify staffing levels and hours) Proposed DB Construction Contingency (percentage)5%
Preposed DB Fee for Construction Services (percentage)20% Proposed DB Fee for Change Orders (percentage)20%
Bonds and Insurance (percentages)
Payment/Performance Bonds (__%) 0.726%
Liability Insurance (__%)0%
Builder's Risk (__%)0%
Notes:
1. Pre-Construction Services will be billed monthly based on percent complete
2. Expenditures from contingency items require owner
approval
EXHIBIT 1
Cost Worksheet
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1298 Pacific Oaks Place
Escondido, CA 92029
760.745.2001 Tel
760.745.3610 Fax
System sizing, design, and pricing are proprietary and confidential. www.Baker-Electric.com Page 1 of 2
June 22, 2023
Attention: City of Vista
Project: Vista Civic Center PV (Phase 1), 200 Civic Center Dr, Vista CA 92084 We propose to Design and Engineer a complete PV Solar System on the above referenced project for the amount shown below. This pricing is based on the scope of work as described in the provided Design Build RFP document, provided building plans, Vista Civic Center questions & Answers document and on the following qualifications and exclusions. This pricing is contingent upon contract terms and conditions being acceptable to Baker Electric.
Description:Amount:
Carport Solar Design (schematic design, design development, & Construction documents)$141,261.00
Geotechnical Services Needed for Pre-Construction $17,555.00 DB Cost for Pre-Construction Services $ 5,590.00
Proposed DB Pre-Construction Contingency $ 8,217.00
Proposed DB Fee for all Pre-Construction Services $ 43,156.00 Total Pre-Con Services Budget:$215,779.00
Inclusions & Clarifications:
1. Phase 1 Preconstruction Services only.
2. Provide Electrical, Civil, Architectural and Structural design and engineering associated with the PV System
3. Design Professional of General Responsible Charge (DPGRC) Services.
4. Structural Engineer of Record Services.
5. Civil Engineer of Record (CEOR) Services.
6. Create and coordinate the necessary site-specific general/architectural/civil/structural/Electrical sheets required for submittal to the AHJ.
7. Review and respond to any AHJ plan check comments in a timely manner.
8. Geotechnical services needed for preconstruction.
9. Storm Water Management Plan (SWMP).
10.Pricing is based on prevailing wage rates in accordance with California Assembly Bill number 2143 dated 09/29/2022, which was published 10/03/2022.
11. Unless stated otherwise in this proposal, the pricing contained herein is based on and includes standard Baker Electric insurance coverages required for typical construction projects performed in Southern California. Baker Electric performs work under our standard insurance program fully satisfying thousands of contracts every year.
12. This quotation is valid for (30) days from the date of pricing.
13. Payment and performance bond percent included on preliminary cost worksheet is subject to change base on construction services cost.
SEE COST WORKSHEET
ON PAGE 1
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1298 Pacific Oaks Place
Escondido, CA 92029
760.745.2001 Tel
760.745.3610 Fax
System sizing, design, and pricing are proprietary and confidential. www.Baker-Electric.com Page 2 of 2
Exclusions:
1. Bid Bonds.
2. Phase 2 construction services are excluded. Costs for phase 2 will be provided during phase 2 of bidding.
3. Corrosion Engineering.
4. Architect of Record (AOR) (required general/architectural sheets for submittal to AHJ included)
5. Special inspections, third party testing, Inspector of Record (IOR) Services.
6. BIM / 3D Modelling.
7. Application/permit fees for modifications to existing conditional use / major use permits.
8. Feasibility studies.
9. Environmental impact reports (EIR), studies, or fees.
10. Interconnection studies. Interconnection transmission or distribution upgrades.
11. Utility telemetering equipment or high-speed data transmission line requirements.
12. Civil Hydrologist, Biologist, or Agricultural clearing permit (if required).
13. Formal traffic control plans or permitting.
14. Site grading, clearing, grubbing, tree, tree roots, or landscaping removal, relocation, or restoration.
15. Lightning protection, fire suppression, fire sprinkler, fire alarm, CCTV, surveillance, or security systems engineering and designs.
16. Any improvements required to bring the property to current Building Code and/or ADA Compliance.
Sincerely,
Eduardo Ortiz
Estimator Commercial Solar
Baker Electric & Renewables, LLC
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
INSURER(S) AFFORDING COVERAGE
INSURER F :
INSURER E :
INSURER D :
INSURER C :
INSURER B :
INSURER A :
NAIC #
NAME:CONTACT
(A/C, No):FAX
E-MAILADDRESS:
PRODUCER
(A/C, No, Ext):PHONE
INSURED
REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.
OTHER:
(Per accident)
(Ea accident)
$
$
N / A
SUBR
WVD
ADDL
INSD
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person)
COMBINED SINGLE LIMIT
AUTOS ONLY
AUTOSAUTOS ONLY
NON-OWNED
SCHEDULEDOWNED
ANY AUTO
AUTOMOBILE LIABILITY
Y / N
WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY
OFFICER/MEMBER EXCLUDED?
(Mandatory in NH)
DESCRIPTION OF OPERATIONS below
If yes, describe under
ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$
E.L. DISEASE - POLICY LIMIT
E.L. DISEASE - EA EMPLOYEE
E.L. EACH ACCIDENT
EROTH-STATUTEPER
LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
EXCESS LIAB
UMBRELLA LIAB $EACH OCCURRENCE
$AGGREGATE
$
OCCUR
CLAIMS-MADE
DED RETENTION $
$PRODUCTS - COMP/OP AGG
$GENERAL AGGREGATE
$PERSONAL & ADV INJURY
$MED EXP (Any one person)
$EACH OCCURRENCE
DAMAGE TO RENTED $PREMISES (Ea occurrence)
COMMERCIAL GENERAL LIABILITY
CLAIMS-MADE OCCUR
GEN'L AGGREGATE LIMIT APPLIES PER:
POLICY PRO-JECT LOC
CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)
CANCELLATION
AUTHORIZED REPRESENTATIVE
ACORD 25 (2016/03)
© 1988-2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED
AUTOS ONLY
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ACORD 101 (2008/01)
The ACORD name and logo are registered marks of ACORD
© 2008 ACORD CORPORATION. All rights reserved.
THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE:
ADDITIONAL REMARKS
ADDITIONAL REMARKS SCHEDULE Page of
AGENCY CUSTOMER ID:
LOC #:
AGENCY
CARRIER NAIC CODE
POLICY NUMBER
NAMED INSURED
EFFECTIVE DATE:
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1298 Pacific Oaks Place
Escondido, CA 92029
760.745.2001 Tel
760.745.3610 Fax
www.Baker-Electric.com Page 1 of 2
June 22, 2023
TO: City of Vista
RE: REQUEST FOR MODIFICATIONS TO CONTRACT
Baker Electric & Renewables LLC has reviewed the documents received from your company and is requesting the following modifications.
DESIGN / BUILD SERVICES FOR THE CIVIC CENTER SOLAR PROJECT CIP NO. 8334
Section 3: General Obligations of DB
Subsection 3.1.15 – To the end of the last sentence add “to the extent that such arise from the negligence or willful misconduct of DB or its subcontractors.” Subsection 3.1.18 – Strike the first sentence in its entirety.
Subsection 3.1.19.3 – In the first sentence, add “reasonably” before “satisfactory.” Section 25: Indemnification
Subsection 25.1 – In the first sentence replace “arising in whole or in part” with “to the extent arising.”
Subsection 25.3 – In the third sentence, modify the phrase “caused by, arising out of or in any way connected with the removal or disposal of…” to read “to the extent caused by or arising out of the removal or disposal of…”
Section 26: Right to Terminate and Suspend Work
Subsection 26.2 – Modify the first sentence to read: “If, through any cause, DB shall fail to fulfill in a timely and proper manner DB’s obligations under this Agreement, or if DB shall violate any of the covenants, agreements or stipulations of this Agreement, and DB fails to timely cure such failure or violation upon written notice from the City, City shall have the right to terminate this Agreement by giving written notice to DB of such termination and specifying the effective date thereof at least five (5) working days before the effective date of such termination.”
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1298 Pacific Oaks Place
Escondido, CA 92029
760.745.2001 Tel
760.745.3610 Fax
www.Baker-Electric.com Page 2 of 2
Subsection 26.4 –
o In the third sentence, replace “any” with “all.”
o Strike the last sentence in its entirety.
Subsection 26.11.1.2 – Replace “ninety (90)” with “sixty (60).” If you have any questions, please do not hesitate to contact me at any time.
Sincerely,
Matt Van Note
Renewables Pre-Construction Manager
760-703-2604
[email protected]
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00043997 1 1 of 4
EXHIBIT 2
INSURANCE AND BONDING REQUIREMENTS
Contractor shall procure and maintain for the duration of the Contract, and for one year thereafter, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by the Contractor, his agents, representatives, employees, or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1.Commercial General Liability (“CGL”): Insurance Work Office Form CG 00 01 covering CGL on an “occurrence” basis, including products, completed operations, property damage, bodily injury, and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this Project/location or the general aggregate limit shall be twice the required occurrence limit.
2.Automobile Liability: Insurance Work Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.
3.Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.
4.Surety Bonds as described below.
Contractor shall also provide the additional coverages checked below and at least as broad as:
5. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if Project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
6. Builder’s Risk (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the Project and no coinsurance penalty provisions.
7. Professional Liability (if Design/Build), with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.
If the contractor maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the contractor shall cause the insurer shall reduce or eliminate such 08/22/2023 C7 125 of 187
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deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.
Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, CG 11 85 or both CG 20 10 and CG 20 37 forms if later revisions used), unless otherwise approved in advance by City.
2. For any claims related to this Project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers.
Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City.
Builder’s Risk (Course of Construction) Insurance
Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear.
If the Project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such Projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City’s site.
Claims Made Policies
If any coverage required is written on a claims-made coverage form:
1. The retroactive date must be shown, and this date must be before the execution date of the Contract or the beginning of Contract work.
2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of Contract work.
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3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of Contract work.
4. A copy of the claims reporting requirements must be submitted to the City for review.
5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City.
Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss. Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors.
Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this Contract. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by these specifications, at any time.
Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. For CGL coverage, subcontractors shall provide coverage with a format least as broad as CG 20 38 04 13.
Surety Bonds
Contractor shall provide the following Surety Bonds if checked:
1. Bid Bond.
2. Payment Bond and Performance Bond.
3. Maintenance Bond.
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The Payment Bond and the Performance Bond shall be in an amount equal to the Contract Ceiling Price. If the Performance Bond provides for a one-year warranty a separate Maintenance Bond is not necessary. If the warranty period specified in the Contract is for longer than one year a Maintenance Bond equal to 10% of the Contract price is required.
Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California.
Special Risks or Circumstances
City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other circumstances.
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DESIGN/BUILD SERVICES
REQUEST FOR PROPOSALS (RFP)
FOR
CIVIC CENTER SOLAR PROJECT (CIP 8334)
Engineering Department
Submittal Deadline: Thursday, June 22, 2023, at 2:00 PM EXHIBIT 3
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Table of Contents
1.0 INTRODUCTION ..................................................................................................................................1
2.0 RESPONSE DATE ...............................................................................................................................1
3.0 PROJECT DESCRIPTION ...................................................................................................................2
4.0 GENERAL OBLIGATIONS OF DB ......................................................................................................2
5.0 SCOPE OF WORK ..............................................................................................................................7
6.0 INSURANCE REQUIREMENTS ..........................................................................................................9
7.0 INSPECTION .......................................................................................................................................9
8.0 CHANGE IN GMP AND CONTRACT TIME .........................................................................................9
9.0 PROJECT COMPLETION....................................................................................................................9
10.0 WARRANTIES AND GUARANTEES .............................................................................................. 10
11.0 MAINTENANCE OF RECORDS AND ACCOUNTING ................................................................... 10
12.0 OWNERSHIP OF DOCUMENTS .................................................................................................... 10
13.0 PROPOSAL RESPONSE REQUIREMENTS ................................................................................. 11
13.1 Format, Due Date, Quantities ................................................................................................. 11
13.2 General Response Requirements ........................................................................................... 11
13.3 Contents .................................................................................................................................. 12
13.3.1 General Information ...................................................................................................... 12
13.3.2 Experience and Technical Competence ...................................................................... 12
13.3.3 Proposed Method to Accomplish the Work .................................................................. 12
13.3.4 Project Organization and Key Personnel ..................................................................... 13
13.3.5 Financial Arrangements for DBT Members .................................................................. 13
13.3.6 Minimum Contractor Qualifications .............................................................................. 14
13.3.7 Preliminary Costs ......................................................................................................... 14
13.3.8 Preliminary Design and Construction Schedule ........................................................... 15
13.3.9 Exceptions to Project Information................................................................................. 15
13.3.10 Additional Information ................................................................................................. 15
14.0 PUBLIC DISCLOSURE ................................................................................................................... 15
15.0 PROPOSAL SCHEDULE ................................................................................................................ 15
16.0 PROPOSAL SELECTION PROCESS ............................................................................................ 16
17.0 PROPSAL EVALUATION CRITERIA ............................................................................................. 16
18.0 CONTRACT TERMS AND CONDITIONS ...................................................................................... 17
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APPENDICES:
APPENDIX A – Design/Build Standard Contract
APPENDIX B – Project Vicinity Map
APPENDIX C – Insurance and Bonding Requirements
APPENDIX D – Preliminary Cost Worksheet
APPENDIX E – Civic Center Building Plans
APPENDIX F – Civic Center Civil Plans
APPENDIX G – Civic Center Energy Use Data
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1 DESIGN/BUILD SERVICES REQUEST FOR PROPOSALS
CIVIC CENTER SOLAR PROJECT (CIP 8334)
1.0 INTRODUCTION
The City of Vista (City), is soliciting proposals from qualified design/build entities (DB) for the Civic Center Solar Project (CIP 8334) (Project). The selected DB will provide the City with design and construction services for the project. This Request for Proposals (RFP) includes a description of the project, proposal requirements, criteria for selection, and scope of services to be provided by prospective DBs.
The selected DB must provide a design/build team (DBT) for the Project comprised of professional engineers, architects and sub-consultants and sub-contractors. All DBT members must be licensed/registered in the State of California under their respective professions.
Interested DBs shall review and utilize the data provided in this RFP and Appendices, the Mandatory Pre-Submittal Site Walk, previous relevant work, and additional resources during the proposal phase, to determine the necessary level of effort required for the Project.
This project will use the “Progressive” design/build delivery method. The project will be delivered in two distinct phases, design and pre-construction (Phase 1), and construction (Phase 2). The Guaranteed Maximum Price (GMP) and schedule will be established after the project has been sufficiently designed, working in collaboration with the City, to meet the project’s goals. The City shall maintain control over design definition. The contract will be established on a cost-plus-fee basis, with a GMP. The contract will require full transparency into the DB’s cost, including an ability to be involved in subcontractor procurement and best value selection of subcontractors. The contract will be structured so that all savings are returned to the City.
2.0 RESPONSE DUE DATE AND SUBMITTAL PROCESS
Proposals for this solicitation must be submitted electronically through the City’s Electronic Bidding System (OpenGov). Hardcopy proposals will not be accepted. Proposers must create a free account with OpenGov at:
https://secure.procurenow.com/signup
Registered proposers may obtain proposal materials and view submission procedures for this solicitation on the City’s Open Gov portal at:
https://secure.procurenow.com/portal/cityofvista
Proposers must also download this solicitation in order to appear on the Bidder’s List as a “Prospective Bidder.” Proposers that fail to download this solicitation will not appear on the Bidders’ List and will not receive addenda or be able to submit a proposal. All proposals for this solicitation must be submitted online by June 22, 2023, at 2 P.M. (on the dot).
OpenGov will determine the official time for the advertised proposal due date and such determination will be final. Any proposals not received in a timely manner on the Proposal Due Date, as described above, will not be considered.
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2 3.0 PROJECT DESCRIPTION
3.1 The City intends to select and award a contract to a qualified DBT to plan, design, fabricate, deliver, install, and commission a complete and operational grid-tied solar photovoltaic (PV) system at the City’s Civic Center located at 200 Civic Center Drive, Vista, CA 92024.
The DB is encouraged to be innovative and use its experience in recommending the specific components of a solar project for the Civic Center. The components of the project may include, but are not limited to: solar canopies with solar panels; roof-mounted solar panels; battery energy storage systems; and, an interface for viewing all City solar installations.
3.2 The Civic Center Solar project includes design and construction of a solar project for the Vista Civic Center, which meets the following goals, to the maximum extent possible, and can be accomplished within the City’s budget of $2.95 million.
1. Offset the Civic Center’s electric power consumption to the maximum extent possible.
2. Achieve the maximum possible reduction of the City’s electric utility bill. Achieving this goal should include consideration of how to address potential future changes in the electric utility’s billing methodology.
3. Provide a system that is capable of future growth/expansion. An important consideration in system design is that the City will have a future project to install electric vehicle charging stations at the Civic Center.
4. Provide a system that minimizes maintenance requirements. The system’s maintenance requirements should be low cost. The City may request a cost for ongoing service and maintenance in the GMP.
5. Provide a project that includes components that do not require frequent replacement and that include substantial warranties.
6. Maintain the aesthetics of the Civic Center project, especially as viewed from Civic Center Drive.
7. Create a computer desktop user interface (API if possible) which would allow City staff to remotely view/monitor all of City’s solar installations on one screen. The home page of this interface would provide a list of solar PV system installations.
Selecting a specific installation would open the monitoring portal for that system on the screen. The intent is to provide a user interface that would integrate all City solar installations, whether they include SMA, SolarEdge, Enphase, or any other inverter brand that provides online monitoring.
4.0 GENERAL OBLIGATIONS OF DB
4.1 The services to be provided by the selected DB are generally to be performed in two “Phases”: Design and Pre-construction Services (Phase 1) and Construction Services (Phase 2). The services to be provided in each Phase are specified below in Section 5.0 (Scope of Work). The selected DB shall:
1. Perform all services, work and obligations as described herein for Phase 1 for a not to exceed price as specified in DB’s Preliminary Cost Worksheet (Appendix D). 08/22/2023 C7 133 of 187
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3 During Phase 1, when the construction documents are approximately 90 percent complete, or at a time mutually agreed upon between the City and the DB, a Guaranteed Maximum Price (GMP) will be established for the Project, which will include, but not be limited to the cost for all labor, equipment, and material to design and construct a fully functional Civic Center Solar project, including:
demolition, site work, permitting, and on and off-site improvements in accordance with all applicable rules, regulations, and laws and insurance and bonding. The DB shall provide line items for bonding, insurance and DB contingency in the GMP.
The DB fee shall be a percentage of the cost of construction defined as the total sum of trade contracts (subcontractors), materials (purchase orders), equipment, self-performed work and general conditions. The DB fee shall not be applied to bonds or insurance amounts. Any costs incurred by DB in excess of said GMP shall be the sole responsibility of the DB, unless a Change Order is approved by the City. Any savings at the end of the Project will be deducted from the GMP and returned to the City. The total cost for Phases 1 and 2 shall not exceed the City’s budget of $2.95 million.
4.2 The selected DB shall be obligated as follows:
1. Provide all supervision, labor, equipment, technical expertise, safety equipment, and service operations to complete the Project.
2. At all times in performing its services, design and deliver the best possible Project consistent with the standard of care that satisfies the time, monetary, quality and design parameters set forth in this RFP and the Design/Build Contract.
3. Design and construct the Project on time, consistent with timeframes set forth in the Project Schedule, and in such a manner that the GMP or Contract Time of the Project shall not be exceeded, except by written Change Order as provided in the Design/Build Contract.
4. Perform all services as expeditiously as is consistent with reasonable skill and care and complete the services within each and all of the time periods set forth in the Project Schedule.
5. Perform all construction on the Project utilizing subcontractors appropriately licensed by the California Contractors State License Board or other required agency.
6. Perform or subcontract all design services for the Project utilizing qualified, licensed and experienced engineers, architects, and other professionals (“Design Consultants”) as included in the DB proposal. DB shall not be permitted to substitute any Design Consultant unless authorized by City. The fact that the City approves the subcontracting of any such services will in no way relieve the DB of any of its obligations or responsibilities under this RFP or the Design/Build Contract.
7. Review all technical reports relating to the Project Site; and determine and advise City if any additional studies are warranted prior to execution of the Phase 1 Design/Build Contract.
8. Ensure that DB personnel conduct themselves in a professional manner at all times. Personnel shall be courteous, neat in appearance, and wear visible identification including all personal protective equipment. All equipment must display their company identification, including any subcontractors. 08/22/2023 C7 134 of 187
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4 9. Comply with the California Fair Employment and Housing Act and all other State, Federal and local laws including, but not limited to, those prohibiting discrimination, on account of race, color, national origin, religion, age, sex or handicap.
10. Take all reasonable steps during the course of the Project so as not to interfere with the ongoing operation of the adjacent residences, businesses and facilities, including but not limited to the following:
a. Not interfere with pedestrian and vehicular access.
b. Take all reasonable steps during the course of construction to control dust in accordance with the provisions in the latest Edition of the Standard Specifications for Public Works Construction and most recent Supplement (“Greenbook”). Ensure that all work conforms to the City of Vista noise ordinance unless authorized by the designated City representative. The DB shall ensure all DBT personnel comply with all relevant OSHA, Cal/OSHA, and labor and industrial work safety regulations at all times they are on the Project Site. The DB is responsible for implementing confined space entry procedures (if required) in accordance with all applicable laws and regulations.
11. Study all applicable laws, codes, ordinances, rules, orders, regulations, and statutes affecting the Project, including but not limited to, zoning, environmental, building, fire and safety codes and coverage, and lien laws, and comply with them in performance of its services. DB shall ensure that the Project design conforms to all applicable federal, state and local laws, statutes, ordinances, rules, regulations, orders or other legal requirements, (collectively “Governmental Requirements”) existing as of the date of the Design/Build Contract. However, the City recognizes that Governmental Requirements and their interpretations by governmental officials (“Code Authority”) are often subject to change at any time, even after issuance of a notice to construct. If, after the date of the Design/Build Contract, modifications to the Project are required because of a change in Governmental Requirements or their interpretation by a Code Authority which had not previously been given, or which if given, was different than a prior interpretation of a Code Authority, DB shall make the required modifications to comply with the same.
However, in the event of such an occurrence the compensation to DB and the associated design and pre-construction schedule may be subject to an adjustment.
Nothing contained in this paragraph shall relieve DB of its obligations to modify the Project at its own expense where DB has failed to design the Project in compliance with Governmental Requirements applicable as of the effective date of the Design/Build Contract.
12. Obtain all permits necessary to complete the Project. City shall reimburse cost of permits, except that DB shall be responsible for obtaining and paying for all permits normally obtained by the trades or subcontractors.
13. Adhere to the provisions of all permits and rules and regulations, including those from the 2012 Edition of the Standard Specifications for Public Works Construction and most recent Supplement (“Greenbook”), latest California Building Standards Code (Cal. Code Regs., Title 24) and the City of Vista.
14. Comply with all licensing requirements of the State of California, County of San Diego, and the City of Vista.
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5 15. Use reasonable care to avoid damaging existing improvements, buildings, equipment and vegetation on and adjacent to the Project site. If DB causes damage to any of this property, DB shall replace, or repair said property at no expense to City and shall not be a basis for seeking an adjustment to the GMP or Contract Time. DB agrees to indemnify City for any and all fines, penalties, liabilities, cost imposed upon City, its officers, employees and agents as a result of this Project.
16. Perform Quality Control (“QC”). Review the drawings and specifications in order to identify and correct errors and omissions. Include a detailed review of drawings and designs relative to applicable laws.
17. Be fully responsible for damages, and liabilities resulting from errors or omissions below the standard of care defined in Section 4.2.19 by DB or DB’s agents, employees, design consultants and contractors; such costs, damages and liabilities shall not be chargeable to the City nor shall they be a basis for seeking an adjustment in the GMP or Contract Time.
18. DB agrees to fully assume all risks, and costs associated with such risks, in performing the services and meeting the obligations under the Design/Build Contract. DB shall verify actual site conditions, topography, and facility conditions. a. Unanticipated subsurface site conditions.
i. City assumes risks for unanticipated subsurface site conditions provided DB notifies City in writing within five (5) calendar days of discovery if DB believes it has uncovered or revealed a condition which:
1. Is of an unusual nature and differs materially from
conditions ordinarily encountered and generally
recognized as inherent in the work required by this RFP and the Design/Build Contract.
ii. Upon receipt of a written notice, City shall promptly investigate and if it determines the conditions do materially differ, requiring a change in the Work, City shall commence the processing of a Change Order as provided in the Design/Build Contract. If City determines there is no bona fide Work scope change or is a minor change, which does not impact GMP or Contract Time, City shall notify DB within ten (10) calendar days.
iii. DB shall not be entitled to an adjustment in the GMP or Contract Time if DB knew or should have known of the existence of such conditions at the time DB submitted and agreed to GMP or Contract Time; or the existence of such condition could reasonably have been discovered as a result of DB’s obligations to conduct geotechnical Engineering, testing, investigation, and observation.
19. DB shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. Compliance with this section by DB shall not in any way excuse or limit DB’s obligations to fully comply with all other terms in the Design/Build Contract.
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6 a. Contractor’s License. DB warrants that at least one member of the DB team shall be licensed by the California Contractor’s State License Board with appropriate licenses for this contract. DB is to provide a list of the responsible people within their organizations performing services, which shall include their qualifications and their function, for approval by the City prior to start of services. City and DB shall establish “key personnel” who shall remain on the Project until Final Completion. If any such “key personnel” leave the employment of DB, City shall have the right to approve the replacement personnel assigned to this Project. DB shall comply with all licensing requirements of the State of California, County of San Diego, and City of Vista.
b. Project Manager and Engineer. Throughout all phases of the Project hereunder, the individual project manager, and engineer shall be committed to the Project. So long as the Project Manager and Engineer remain in the employ of the General Contractor and/or Engineer, such persons shall not be changed or substituted from the Project, or cease to be fully committed to the Project as deemed necessary by the City in its reasonable discretion, without the prior written consent or instruction of the City.
c. City Right to Remove Project Manager, and Engineer. Notwithstanding the foregoing provisions of Section 4.2.19, if the Project Manager or Engineer, proves not to be satisfactory to the City, upon written notice from the City to the DB, such person or person shall be promptly replaced by a person who is acceptable to the City in accordance with the procedures set forth below.
d. Replacement Selection of Project Manager and/or Engineer. Within five (5) working days after receipt of a notice from the City requesting the replacement of any Project Manager and/or Engineer, or promptly following the discovery by the Design Build Team that any Project Manager or Engineer is leaving the employ of the DB or Engineer, as the case may be, the replacement/substitution (together with such person’s resume and other information regarding such person’s experience and qualifications) for approval by City. The replacement/substitution shall commence work on the Project no later than five (5) calendar days following the City’s approval of such replacement, which approval shall not be unreasonably withheld.
20. DB agrees and acknowledges that the City Representative is the only person with authority to approve additions or modifications to Project. Any costs or delays resulting from or associated with additions or modifications implemented without the written authorization of the City Representative shall be borne exclusively by DB and not be grounds for an increase in the GMP or Contract Time, unless necessary to protect public health, safety or property.
21. DB shall fully cooperate with City Representative and any of its agents assigned to this project.
22. The DB shall remain in compliance with the City of Vista stormwater protection program and shall exercise every reasonable precaution to prevent the discharge of any material which is not solely storm water (i.e., rain events) to the storm drain 08/22/2023 C7 137 of 187
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7 system. The DB will be responsible for the complete cleanup of all material that is discharged from the project in violation of the discharge rules.
23. Payment of prevailing wages is required for this project. The DB shall satisfy this requirement by reviewing the State of California schedule of general prevailing wage determination made by the Director of Industrial Relations.
24. All DBT members must have a valid business license with the City of Vista prior to the Design/Build Contract being awarded to the selected DB.
5.0 SCOPE OF WORK
5.1 Services required of the DB include those during Design and Pre-Construction and Construction of the Project. The GMP will be developed based on all management, supervision, labor, services, equipment, tools, supplies, and any other item of every kind and description required for a comprehensive design and construction program. The scope of work includes design and construction. Proposals shall confirm that the scope of work identified in this RFP can be accomplished within the City’s maximum budget of $2.95 million for all Phases of the Project. The Work consists of, but is not limited, to the following:
1. Architectural and engineering design services, potentially including structural, civil, stormwater, mechanical, electrical, plumbing, and landscape design.
2. Abatement and demolition of the required existing improvements, implementing material recycling/diversion program for the demolition debris, and proper disposal of demolition debris.
3. Geotechnical Engineering, testing, investigation, and observation.
4. Material testing and special inspection services.
5. Survey, layout, and staking.
6. Submittals and approvals from all agencies having jurisdiction.
7. Design and construction of dry utility undergrounding as necessary.
8. Civic Center Solar project design, engineering and project management.
9. Supervision, safety program, quality assurance/quality control, and site security.
10. Construction, materials, equipment, labor and supplies.
11. On-site grading, and off-site grading as required. Construction and coordination with utilities.
12. Restore or reconfigure all surface pavement and landscape/hardscape disturbed/impacted by the project.
13. Startup of systems and equipment and commissioning. Set up computer desktop user interface.
14. Coordination and scheduling of work, including all utility coordination.
15. Insurance and bonding.
16. Facilities and services required for construction of the Project including, but not limited to: temporary office facilities, signage, fencing for site control, etc. 08/22/2023 C7 138 of 187
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8 17. Meetings, reporting, and documentation including preparation and proper submittal of certified payroll.
18. Coordination, scheduling and conducting of progress meetings with City representatives and the Engineer/Architect as required and directed by the City.
19. Compliance of the design and construction with all applicable codes, ordinances, regulations, and requirements of agencies having jurisdiction over the Project.
20. Operation and start-up tasks and delivery of As-Built Drawings and warranties.
21. Identify scope and provide rough order of magnitude cost estimates for recommended future phases of the Civic Center Solar project, which can be implemented as funding becomes available.
22. Obtain building permit(s) from the City as required for the project.
5.2 The process and requirements for implementing The Work consists of, but is not limited to, the following:
1. The City and the DB shall work together to agree on the Phase 1 not-to-exceed cost and scope for design and pre-construction work, including any supplemental field investigations to support the design and pre-construction. DB will work collaboratively with City staff on development of the design. The basis of design, scope of services, project schedule and budget shall all be important factors in project design. Cost estimates will be progressively developed and refined, allowing the City to modify priorities and requirements, if necessary, based on overall budget. Constructability review and value engineering processes will be ongoing throughout the pre-construction phase.
2. The DB shall develop its cost estimate in a transparent and open-book manner concurrent with design development to create an acceptable cost (including contingency) to which the DB’s proposed fee and other fixed allocations or allowances will be added to establish a mutually agreed-upon GMP. Subcontract bid packages shall be bid to open market and subcontractors shall be selected, in consultation with City Representative, on the basis of best value. The GMP shall be established at a point in the progression of project design mutually agreed upon between the DB and City representative. An amendment to the contract between the DB and City shall be processed to establish the GMP.
3. Design and construction shall be consistent with the 2012 Edition of the Standard Specifications for Public Works Construction and most recent Supplement(s) (“Greenbook”), the latest California Building Standards Code (Cal. Code Regs., Title 24), the current edition of the Vista Standard Special Provisions, the current Edition of the Regional Standard Drawings, and, the current edition of the Vista Construction Standards.
4. The Construction Phase encompasses all scope performed by the DB beyond the work included in Phase 1. After the execution of the Contract Amendment to establish the GMP, some Phase 1 and Phase 2 work may be undertaken concurrently.
5. Construction Work shall be performed in strict accordance with the approved design documents and the Contract.
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9 6. All Construction Work shall be subject to prevailing wages and shall represent the complete and total cost to furnish, deliver to the site, and install the materials, equipment, labor, and services defined as Construction Work.
6.0 INSURANCE REQUIREMENTS
6.1 The DB shall comply with the insurance and bond provisions set forth in Appendix C.
7.0 INSPECTION
7.1 It shall be the responsibility of DB to call for, coordinate and schedule all Project inspections by the City. Further, all required special inspections shall be the responsibility of the DB.
7.2 City, its consultants, subcontractors, independent testing laboratories as well as other governmental agencies with jurisdictional interests will have access to the Project site at reasonable times for this observation, inspecting and testing. The DB shall provide them proper and safe conditions for such access and advise them of DB’s safety procedures and programs for compliance.
8.0 CHANGE IN GMP AND CONTRACT TIME
8.1 The GMP and Contract Time may only be changed with a written Change Order using the procedures provided in the Design/Build Contract. Change Orders shall be issued only under the following circumstances:
1. The City directs DB to perform Additional Services or City Changes.
2. For reasons expressly provided elsewhere in the Design/Build Contract.
9.0 PROJECT COMPLETION
9.1 Substantial Completion shall be that stage in the progress of the construction when all Work on the Project is sufficiently complete in accordance with the Construction Documents so that City may fully utilize entire Project. Substantial Completion shall further mean that all goods, services and systems to be provided under the terms and conditions of the Construction Documents are in place and have been initially tested, and are operationally functional, subject only to final testing, balancing and adjustments and normal Final Completion Punchlist Work.
9.2 Final Completion shall be deemed to occur on the last of the following events: (1) recordation of a Notice of Completion for the Project; (2) acceptance of the Project by the City; (3) submission of all documents required to be supplied by DB to City as outlined in the Design/Build Contract, including but not limited to As-Built Drawings, and warranties; and, (4) delivery to City of a Certificate of Completion duly verified by DB.
9.3 The DB shall provide City with a Certificate of Completion, certifying to City under penalty of perjury that the Project has been completed in accordance with the Construction Documents, all applicable building codes and regulations, all permits, licenses, and certificates of inspection, use and occupancy, and ordinances relating to the Project.
9.4 The DB shall provide final record drawing documents (“As-Built Drawings”) to the City at the end of construction in the form of one (1) set of reproducible mylar plans and one (1) 08/22/2023 C7 140 of 187
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10 electronic copy (format to be mutually agreed upon). As-Built Drawings are to be accurate and legible records showing all components of the Project and their exact locations.
9.5 The DB shall provide a copy of, or make available before destruction, all records (which includes all writings as defined in Evidence Code Section 250) to the City upon receipt or generation, which shall include a copy of DB’s filing protocol.
9.6 A copy of all approved submittals shall be forwarded to the City at the completion of the Project. All information shall be assembled in such a fashion to fit into a standard file drawer and organized by CSI codes; furnish one (1) hardcopy and an electronic copy on data disk.
This copy is in addition to those provided during the course of construction for comment.
10.0 WARRANTIES AND GUARANTEES
10.1 The DB warrants and guarantees to City that materials and equipment incorporated into the Project will be new unless otherwise specified and that all work will be in strict accordance with the Construction Documents and will not be defective. All Defective Work, whether or not in place, may be rejected, corrected, or accepted as directed by City. DB shall not be entitled to an extension in Contract Time or increase in GMP because of any delay or increase in cost attributable to the rejection, correction or acceptance of said work.
Defective work may be rejected even if approved by prior inspection.
10.2 The project warranty period shall commence when the Certificate of Final Completion is issued (irrespective of beneficial use by City prior to Final Completion) and extend one (1) year after that date or whatever longer period may be prescribed by laws or regulations or by the terms of any applicable special guarantee or specific provision of the Construction Documents. The Design/Build Contract will contain provisions addressing this issue and steps to correct defective work.
11.0 MAINTENANCE OF RECORDS AND ACCOUNTING
11.1 The DB shall maintain, during the Project implementation time and for a period of three (3) years after completion of the Project, accurate and organized records of all costs of any type and all services performed for the Project. City will have the right at any time including during the performance of all Phases of the Project to audit and copy all such records.
12.0 OWNERSHIP OF DOCUMENTS
12.1 Drawings, plans and specifications, and all reports, studies, tracings, maps, electronic files, and other documents prepared or obtained by DB in the course of performing the work required by this Project Information shall be the property of the City, and DB shall convey and transfer all copyrightable interests in such drawings, plans and specifications, and documents to the City. Basic survey notes, sketches, charts, computations and similar data prepared or obtained by DB shall, upon request, be made available to The City. The City agrees to use the original plans and drawings for purposes of this construction project only and will not use the original plans or drawings in connection with any other construction project. City agrees to indemnify, defend and hold harmless DB against any claims, losses, costs or damages as a result of City's reuse or misuse of such plans, drawings and specifications. In the event of the return of the plans, drawings, or specifications to DB or its representative, DB shall be responsible for their safe return to City. DB shall be entitled 08/22/2023 C7 141 of 187
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11 to retain copies of the plans, drawings and specifications for their files. Under no circumstances shall DB fail to deliver any draft or signed and sealed final plans, drawings or specifications to City upon written demand by City for their delivery, notwithstanding any disputes between DB and City concerning payment, performance of Design/Build Contract, or otherwise. This covenant shall survive the termination of the Design/Build Contract.
12.2 Title to Intellectual Property. DB shall represent that it has secured all necessary licenses, consents, or approvals to use the components of any intellectual property, including computer software, used in the rendering of services and the production of the materials for the Project and that the City has full legal title to and the right to reproduce such materials. DB covenants to defend, indemnify and hold the City harmless of any loss, claim or liability in any way related to a claim that the City is violating, as a result of any services rendered by the DB, either any contractual provisions or any federal, state or local law, relating to trade names, licenses, franchises, patents or other means of protecting interests in products or inventions. If DB has reason to believe the use of a required design, process or product is an infringement of a patent, DB shall be responsible for such loss unless such information is promptly given to the City in writing.
13.0 PROPOSAL RESPONSE REQUIREMENTS
13.1 Format, Due Date, Quantities:
Proposals for this solicitation must be submitted electronically through the City’s Electronic Bidding System (OpenGov). Hardcopy proposals will not be accepted. Proposers must create a free account with OpenGov at:
https://secure.procurenow.com/signup .
Registered proposers may obtain proposal materials and view submission procedures for this solicitation on the City’s Open Gov portal at:
https://secure.procurenow.com/portal/cityofvista
Proposers must also download this solicitation in order to appear on the Bidder’s List as a “Prospective Bidder.” Proposers that fail to download this solicitation will not appear on the Bidders’ List and will not receive addenda or be able to submit a proposal. All proposals for this solicitation must be submitted online by June 22, 2023, at 2 P.M. (on the dot).
OpenGov will determine the official time for the advertised proposal due date and such determination will be final. Any proposals not received in a timely manner on the Proposal Due Date, as described above, will not be considered.
13.2 General Response Requirements:
1. The City desires to receive proposals from qualified and experienced DBs who demonstrate significant knowledge of solar PV and energy storage systems design and construction management, and experience and successful performance on public sector projects of comparable magnitude involving a GMP incorporating both design and construction.
2. The proposal should be concise, well organized and demonstrate the DB’s qualifications and experience applicable to the Project. The proposal shall be inclusive of resumes, graphics, forms, pictures, photographs, cover letter, etc.
Type size and margins for text pages should be in keeping with accepted standard formats for desktop publishing and word processing. Proposal shall be limited to 08/22/2023 C7 142 of 187
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12 15-pages excluding dividers, resumes, forms, defined attachments, cover letter, and front and back covers.
13.3 Contents:
Proposals submitted in response to this Project Information shall be in the following order and shall include:
13.3.1 General Information
1. Executive Summary.
2. Include a one to two-page overview that highlights DB approach and DB’s commitment to achieve the City’s goals and ensure a successful project built on time and within budget.
3. Identification of each DBT member and relationship to the contracting entity. Provide Secretary of State Entity Number and California Department of Industrial Relations Number for each DBT member.
4. Legal name and address.
5. Legal form of company (partnership, corporation, joint venture, etc.). If joint venture identify the members of the joint venture and provide all information required under this section for each member.
6. If company is wholly owned subsidiary of a "parent company," identify the "parent company."
7. Addresses of offices located in San Diego County, if any. Number of employees in San Diego County.
8. Name, title, address and telephone number of person(s) to contact concerning the proposal.
13.3.2 Experience and Technical Competence
1. Describe DB’s experience in completing similar public design/build projects. Include two (2) recent (within the last 5 years) successfully completed design/build municipal projects working with the proposed Engineer. Provide the name of the Public Agency’s Project Manager, phone number, email address, project type and description and the total value of completed construction. Projects currently in process may be submitted for consideration.
13.3.3. Proposed Method to Accomplish the Work
1. Discuss the DB’s understanding of the project, and any suggestions or special concerns that the City and the DB should address for a successful project. Provide a narrative rendition of the technical and management approach proposed for the project and detailed scope of work. Discuss lines of communication necessary to maintain inspection, design, construction and delivery schedules.
2. Propose plan to verify actual site and facility conditions. 08/22/2023 C7 143 of 187
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13 3. Describe how the DBT will participate together in design review, constructability review, estimating, value engineering, scheduling and phasing, and construction methods.
4. The DB shall provide the following information regarding the proposed equipment:
a. Proposed solar module options; brand, complete model number, and any other relevant information
b. Inverter(s) brand, model number, and any other relevant information
c. Solar canopies structural material and style type
d. Specify major equipment manufacturer’s warranties and the DB’s responsibility to process warranty claims in the event of non- performance, under performance, equipment failure and
workmanship issues
e. Specify the response time of the DB to fix or repair system components to minimize system down time or partial down time
5. The DB shall describe method to develop GMP including, but not limited to, the following:
a. Estimating approach
b. Procurement of Equipment and Material provided by Vendors c. Input from specialty subcontractors
d. How the DB proposes to deal with unknown issues such as escalation factors
e. Other Direct and Indirect Costs
13.3.4 Project Organization and Key Personnel
1. Provide an organizational chart and brief explanation of project team organization, including identification and responsibilities of key personnel.
Indicate role and responsibilities of the prime consultant and all sub- consultants. Indicate how local firms are being utilized to ensure a strong understanding of local laws, ordinances, regulations, policies, requirements, permitting, etc. Indicate extent of commitment of key personnel (i.e., Project Manager, Engineer) for duration of Project and furnish resumes of key personnel. Provide indication of staffing level for the Project. Two-Page Resumes shall be included in the appendix of the proposal and will not count toward the page limit.
2. DB’s evaluation will consider its entire team, therefore no changes in team composition will be allowed without prior written approval of the City.
Describe DB’s capacity to perform the work within the time limitations, considering DB’s current and planned workload and DBT’s workforce.
13.3.5 Financial Arrangements for DBT Members
1. If the DBT is a Joint Venture Team, the DB shall address the proposed financial arrangements between the Joint Venture members as they relate to liability to the City for work to be performed. DB shall submit a team members’ list indicating scope of work, and approximate percentage of 08/22/2023 C7 144 of 187
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14 contract. Team members must be named on said list if they are anticipated to receive more than $20,000 or more than one-half of one percent (1%), whichever is less.
13.3.6 Minimum Contractor Qualifications
1. DB submitting qualifications must include a contractor who possesses the applicable California Contractor’s license. DB must also submit evidence of financial capability to be bonded for such projects. DB must also include architectural/engineering entity (individual(s) or firm(s)) and sub- consultants with appropriate licenses in the State of California for the complete anticipated scope of work.
2. DB shall have completed a minimum of two design/build projects within last five years.
3. Project Manager and Engineer shall each have completed two design/build projects in last five years.
4. Minimum bonding capacity shall be $3 million.
13.3.7 Preliminary Costs
1. Complete Preliminary Cost Worksheet in format detailed in Appendix D.
The Preliminary Cost Worksheet requests costs for design and pre- construction. The DB’s Fee percentage for construction and change orders and costs for General Conditions/General Requirements are also requested. In addition, percentages for payment and performance bonds, liability insurance and builder’s risk insurance are requested. a. The Preliminary Cost Worksheet will be used to negotiate the cost for Phase 1 (Pre-construction and Design services).
b. The Preliminary Cost Worksheet will be used to negotiate the Phase 2 costs for General Conditions and General Requirements, Design Builder Fee for Construction Services and change orders and Design Builder Construction Contingency during GMP
discussions.
c. Clearly note all assumptions that were used to complete the Preliminary Cost Worksheet.
d. Note that Special Inspections and soil compaction and materials testing shall be included in the DB’s scope of work.
2. Project General Conditions/General Requirements: Provide an additional detailed spreadsheet that completely outlines the Project’s general conditions/requirements, including staffing, quantities, units, unit costs and totals.
3. Change Orders: Provide a proposed DB Fee for change orders.
4. Provide Payment, Performance Bond, and Insurance Rates. 08/22/2023 C7 145 of 187
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15 5. Provide brief analysis regarding whether DB believes the project can be completed for the City’s $2.95 million budget.
13.3.8 Preliminary Design and Construction Schedule
1. Provide Preliminary Design and Construction Schedule. This schedule should reflect all major design and construction activities. The City’s target date for completion of design and permitting is January 2024. July 2024 is the City’s target date for final completion of construction. Outline any concerns regarding the DB’s ability to meet these target dates.
13.3.9 Exceptions to the Project Information
1. The DB shall certify that it takes no exceptions to the Project Information including the Design/Build Standard Contract included in Appendix A. If the DB does take exception(s) to any portion of the document, the specific portion to which exception is taken shall be identified and explained.
13.3.10 Additional Information
This section shall contain all the other pertinent information that is required to be submitted with the proposal in the following order:
1. Description of insurance coverage for prime respondent and co-venture partner(s) (types of coverage and policy limits, deductible, exclusions, and outstanding claims).
2. Provide description of your company’s safety policy and how it would be implemented on this job.
3. Indicate if contractor proposes to self-perform any work, and if so, what trades. Also indicate if contractor has any union signatory agreements.
Provide approximate self-performance value based on scope of work.
14.0 PUBLIC DISCLOSURE
14.1 All proposals submitted in response to this Project Information become the property of the City and public records, and as such may be subject to public review. Under the California Public Records Act (California Government Code Section 6250 et seq.) records in the custody of a public entity generally have to be disclosed unless the information being sought falls into one or more of the exemptions to disclosure set out in Government Code Sections 6254 through 6255. The cover letter of the proposal should contain a paragraph that states whether or not DB believes that its proposal does or does not contain information that falls into one of the exemptions of Government Code Sections 6254 through 6255 and whether or not DB considers such information to be confidential.
14.2 In the absence of a declaration, City may be obligated to disclose proposal to any party that requests it. Regardless of assertions of confidentiality, proposal contents may still be disclosed if City, or a court with jurisdiction, determines that such proposal is a public record requiring disclosure
15.0 PROPOSAL SCHEDULE
15.1 The solicitation receipt and evaluation of proposals and the selection of the DB will conform to the following schedule (Note: Dates are subject to change):
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16 RFP release by the City – May 8, 2023
Mandatory Pre-Proposal Site Walk – May 23, 2023, at 10AM Deadline for questions – May 30, 2023, at 2PM
Addendum(s) release – June 8, 2023
Proposals due – June 22, 2023, at 2PM
DB shortlist & interview (if needed) – July 6, 2023
Notice of DB selection – July 11, 2023
Complete negotiation of contract– July 18, 2023
Council award – August 22, 2023
Any interviews (if needed) will include presentations followed by questions and answers.
All project related questions and requests for clarifications, changes, exceptions, and deviations to the terms and conditions set forth in this solicitation shall be submitted via “Q&A” through the City’s Electronic Bidding System, OpenGov.
All questions must be submitted by the Question Submission Deadline listed in OpenGov.
16.0 PROPOSAL SELECTION PROCESS
16.1 Award will be based on best value not lowest responsible respondent. Design and construction expertise, relevant team experience, experience in similar projects, rates and fees, will be significant factors. City reserves the right to discuss and negotiate scope, costs, and schedule as needed. At any time prior to the City of Vista executing a Design/Build Contract with the selected firm, if that DB cannot meet any of the RFP conditions, the City of Vista has the option of selecting another DB. Contracts will be awarded in accordance with the Vista Municipal Code.
16.2 Each Proposal will be reviewed to determine whether it is responsive to the RFP. Failure to comply with the requirements of this RFP may result in a Proposal being rejected as non-responsive. At its sole discretion, however, the City may waive any such failure to meet a requirement of this RFP that is immaterial.
17.0 PROPOSAL EVALUATION CRITERIA
17.1 Selection of the DB will be based on best value, not on lowest responsible respondent.
Proposals shall be evaluated and ranked based on best value as determined by the following evaluation criteria and relative weights of importance:
1. 20% - Overall experience and technical competence of the firm(s) (including principal firms, joint venture-partners, and sub-consultants) and specific experience and technical competence on projects of a similar nature, considering the types of service required; the complexity of the project; references; and record of performance. Experience as a team is an important consideration. The experience of key DB and Engineer personnel working on municipal projects together will be considered.
Projects with a design/build delivery method will be evaluated most positively.
2. 15% - Quality of the equipment proposed, length and type of warranties offered, and the DBs proposed response time in the event of problems with the system.
3. 15% - Costs, including pre-construction costs, General Conditions/General Requirement costs, DB Fees, and payment and performance bond and insurance rates. Also, the appropriateness of 08/22/2023 C7 147 of 187
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17 staffing levels as indicated in the DB costs for Pre-Construction Services and General Conditions/General Requirements, as summarized on the Preliminary Cost Worksheet (Appendix D), and presented in more detail in back-up provided by the DB.
4. 15% - Proposed methods and overall strategic plan to accomplish the work in a timely and competent manner, including Design and Construction Schedule. Demonstration of understanding of the role of teamwork for a successful progressive design/build project.
5. 25% - Proposed approach to achieving the City’s goals for the project and/or recommending refinement of the goals. The approach to achieving the City’s goals should be clearly addressed in the scope of work proposed by the DB. The DB should also address how it will assist the City with refinement of its goals, if necessary, as the project progresses.
6. 10% - Combination of the following factors:
a. Conformance to the specified Project Information
requirements and format.
b. Organization, presentation, and content of the submittal. c. Knowledge and understanding of the State and local
environment and a local presence for interfacing with the City.
d. Financial resources and stability of the principal
consultant and/or DBT.
e. Ability to meet the insurance requirements unless City, at its sole discretion, decides to modify or waive the
insurance requirements or elects to provide project
insurance.
All evaluation criteria are subject to change via an addendum to this RFP.
18.0 CONTRACT TERMS AND CONDITIONS
18.1 Issuance of this Project Information does not commit City to award a contract, or to pay any costs incurred in the preparation of a response to this request. City retains the right to reject any or all submittals. Selection is dependent upon the negotiation of a mutually acceptable contract with the selected DB. No modifications to the standard contract language will be granted.
18.2 Each submittal shall be valid for not less than one hundred and twenty (120) days from the date of receipt.
18.3 All insurance shall be provided at the sole cost and expense of the selected DB, unless the requirement is modified or waived by the City. City reserves the right to modify the insurance limits or to substitute project insurance during contract negotiations.
18.4 The selected DB will not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition, age, marital status, or denial of family care leave. The 08/22/2023 C7 148 of 187
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18 DB will ensure that the evaluation and treatment of its employees and applicants for employment are free from such discrimination and harassment.
The DB shall comply with the provisions of the Fair Employment and Housing Act (Government Code Sections 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 11000 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4.1 of Title 2 of the California Code of Regulations, will be incorporated into the agreement between the City and the DB by reference and made a part of it as if set forth in full. The DB will give written notice of its obligations under this section to labor organizations with which they have a collective bargaining or other Agreement.
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19 APPENDIX A – Design/Build Standard Contract
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00105692 1{
DESIGN / BUILD SERVICES FOR THE
CIVIC CENTER SOLAR PROJECT
CIP NO. 8334
THIS AGREEMENT is made and entered into as of ________________ (Contract Date) by and between the CITY OF VISTA (“City”), a chartered municipal corporation, and XXX (“Design Builder or DB”). City and DB are sometimes individually referred to as “Party” and collectively as “Parties”.
RECITALS
1. On______, a Request for Proposal (RFP) (Exhibit 3) was issued for design/build services for the Civic Center Solar Project – CIP No. 8334; and
2. _____ firms submitted proposals and based upon the review of each proposal and interviews with the top firms, Design Builder was selected as the respondent who best met the evaluation criteria specified in the RFP including experience and technical competence, quality of proposed components, schedule, costs, and financial resources and with whom City could negotiate an agreement.
NOW THEREFORE, in consideration of the mutual promises and covenants contained herein:
THE PARTIES AGREE:
Section 1: General Scope of Work to Be Performed by DB
1.1 In accordance with the terms set forth in this Agreement and the Design Build Proposal for the Civic Center Solar Project (Exhibit 1 attached hereto and incorporated herein), Civic Center Solar Project – CIP No. 8334 shall include, but not be limited to all components outlined and described in Exhibit 1.
1.2 The services provided by the DB shall include, but not be limited to, all services outlined and described in this agreement and the design, and construction services within Exhibit 1.
1.3 The DB shall:
1.3.1 Perform design and pre-construction services (Phase I) on a fixed fee basis for an amount not-to-exceed $______ as specified in DB’s Preliminary Cost Worksheet. At 90% complete construction documents, or at an alternative time mutually agreed upon between the City and DB, the DB shall propose a Guaranteed Maximum Price (GMP) which will include, but not be limited to, the cost for all labor, equipment, and material to design and construct the Phase II Project in accordance with all applicable rules, regulations, and laws.
If the Parties agree to DB’s proposed GMP, or successfully negotiate an alternative GMP amount, the Parties shall enter into an amendment to this Agreement to fund and undertake Phase II of the Project. Under the amendment, the DB fee shall be __% of the cost of construction defined as the total sum of trade contracts (subcontractors), materials (purchase orders), equipment, self-performed work and general conditions. Any costs incurred by DB in excess of the established GMP shall be the sole responsibility of the DB, unless a Change Order is approved by the City. Any savings resulting in the project being completed for less than the amount of the GMP shall belong to the City.
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1.3.2 Provide the proposed GMP to City by _______, and complete the Phase I design services by _______, including City approval of 90% construction drawing package, in accordance with the schedule set forth in Exhibit 1.
Section 2: General Obligations of City
2.1 City shall be obligated as follows:
2.1.1 Designate a representative (or representatives) who is/are authorized to act on behalf of City with respect to the Project, except as to those decisions that require authorization by the Vista City Manager or Vista City Council.
2.1.2 Make decisions with reasonable promptness to avoid delay in the orderly progress of DB’s services per the schedule in Exhibit 1.
2.1.3 At the request of DB, City will use its best efforts to provide DB with any available information about the Project Site, including the information contained in the RFP Appendices; it will, however, be the responsibility of DB to take all reasonable steps to verify all such information as it deems necessary to perform its services under this Agreement. City does not warranty to DB the accuracy or completeness of any such information.
2.1.4 Cooperate with DB in identifying, processing and securing required permits and licenses in a timely fashion; however, this duty to cooperate does not relieve DB of its primary obligations to identify, apply for and secure all necessary permits and licenses in a timely manner.
2.1.5 Make payments to DB in the amounts and in accordance with the terms set forth below.
2.1.6 Issue Certificate of Substantial Completion when City reasonably determines the Project has achieved Substantial Completion as defined below in Section 16.1.
2.1.7 Issue a Notice of Acceptance when City reasonably determines the Project has achieved Final Completion as defined in Section 16.2.
2.2 City Review Process. City shall review the Schematic Design, Design Development, and 90% and 100% Construction Drawings (CD’s), including project specifications, which shall allow construction of Project in conformity with the RFP (including Appendices).
2.2.1 For each DB submission, City shall have ten (10) working days to review, approve, conditionally approve or deny said set of documents.
Section 3: General Obligations of DB
3.1 DB shall be obligated as follows:
3.1.1 Provide all supervision, labor, equipment, technical expertise, safety equipment, and service operations to complete the Project.
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3.1.2 At all times in performing its services, design and deliver the best possible Project consistent with the standard of care that satisfies the time, monetary, quality and design parameters set forth in this Agreement.
3.1.3 Design and construct the Project on time, consistent with timeframes set forth in the Project Schedule (Exhibit 1), and in such a manner that the GMP or Contract Time of the Project shall not be exceeded, except by written Change Order as provided in Section 14. DB shall provide monthly progress billings during Phase 1 and Phase 2 in forms approved by the City.
3.1.4 Perform all services as expeditiously as is consistent with reasonable skill and care and shall complete the services within each and all of the time periods set forth in the Project Schedule (Exhibit 1).
3.1.5 Any subcontractors performing Project construction must be appropriately licensed by the California Contractors State License Board or other required agency.
3.1.6 Perform or subcontract all design services for the Project utilizing qualified, licensed and sufficiently experienced architects, engineers, and other professionals (“Design Consultants”) as identified in Exhibit 1. DB shall not be permitted to substitute any Design Consultant unless authorized by City. The fact that the City approves the subcontracting of any such services will in no way relieve the DB of any of its obligations or responsibilities under this RFP or this Agreement.
3.1.7 Provide cost estimating, constructability review, and value engineering services that take into consideration long-range maintenance costs, energy efficiency, and the impact of the operation of the Project. Provide cost estimating to the City throughout the design process, with complete cost estimates to be provided at the completion of schematic design, at the completion of design development, and at the time the GMP is proposed (90% CD’ s or at an alternative time mutually agreed to by the City and DB).
3.1.8 Ensure that DBT personnel conduct themselves in a professional manner at all times. Personnel shall be courteous, neat in appearance, and wear visible identification including all personal protective equipment. All equipment must display their company identification, including any subcontractors.
3.1.9 Comply with the California Fair Employment and Housing Act and all other State, Federal and local laws including, but not limited to, those prohibiting discrimination, on account of race, color, national origin, religion, age, sex or handicap.
3.1.10 Take all reasonable steps during the course of the Project so as not to interfere with the ongoing operation of the adjacent residences, businesses and facilities, including but not limited to the following:
3.1.10.1 Not interfere with pedestrian and vehicular access.
3.1.10.2 Take all reasonable steps during the course of construction to control dust in accordance with the provisions in the latest Edition of the Standard Specifications for Public Works Construction and most recent Supplement (“Greenbook”). Ensure that all work conforms to the City of Vista noise ordinance unless authorized by the designated City representative. The DB shall ensure all 08/22/2023 C7 153 of 187
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DBT personnel comply with all relevant OSHA, Cal/OSHA, and labor and industrial work safety regulations at all times they are on the Project Site. The DB is responsible for implementing confined space entry procedures, if required, in accordance with all applicable laws and regulations.
3.1.11 Study all applicable laws, codes, ordinances, rules, orders, regulations, and statutes affecting the Project, including but not limited to, zoning, environmental, building, fire and safety codes and coverage, and lien laws, and comply with them in performance of its services. DB shall ensure that the Project design conforms to all applicable federal, state and local laws, statutes, ordinances, rules, regulations, orders or other legal requirements, (collectively “Governmental Requirements”) existing as of the date of this Agreement. However, the City recognizes that Governmental Requirements and their interpretations by governmental officials (“Code Authority”) are often subject to change at any time, even after issuance of a notice to construct. If, after the date of this Agreement, modifications to the Project are required because of a change in Governmental Requirements or their interpretation by a Code Authority which had not previously been given, or which if given, was different than a prior interpretation of a Code Authority, DB shall make the required modifications to comply with the same. However, in the event of such an occurrence the compensation to DB and the associated design and pre- construction schedule may be subject to an adjustment. Nothing contained in this paragraph shall relieve DB of its obligations to modify the Project at its own expense where DB has failed to design the Project in compliance with Governmental Requirements applicable as of the date of this Agreement.
3.1.12 Obtain all permits necessary to complete the Project. City shall reimburse cost of permits, except that DB shall be responsible for obtaining and paying for all permits normally obtained by the trades or subcontractors.
3.1.13 Adhere to the provisions of all permits and rules and regulations, including but not limited to those from with the latest Edition of the Standard Specifications for Public Works Construction and most recent Supplement (“Greenbook”) and the City of Vista.
3.1.14 Comply with all licensing requirements of the State of California and the City of Vista.
3.1.15 Use reasonable care to avoid damaging existing improvements, buildings, equipment and vegetation adjacent to the Project Site. If DB causes damage to any of this property, DB shall replace or repair said property at no expense to City and shall not be a basis for seeking an adjustment to the GMP or Contract Time.
DB agrees to indemnify City for any and all fines, penalties, liabilities, cost imposed upon City, its officers, employees and agents as a result of this Project.
3.1.16 Perform Quality Control (“QC”). Review the drawings and specifications in order to identify and correct errors and omissions and reduce the quantity of Change Orders during the course of construction. Include a detailed review of drawings and designs relative to applicable laws and standards.
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liabilities shall not be chargeable to the City nor shall they be a basis for seeking an adjustment in the GMP or Contract Time.
3.1.18 DB agrees to fully assume all risks, and costs associated with such risks, in performing the services and meeting the obligations under this Agreement. DB shall verify actual site conditions, topography, and facility conditions.
3.1.18.1 Unanticipated subsurface site conditions.
3.1.18.1.1 City assumes risks for unanticipated subsurface site conditions provided DB notifies City in writing within five (5) calendar days of discovery if DB believes it has
uncovered or revealed a condition which:
3.1.18.1.1.1 Is of an unusual nature and differs
materially from conditions ordinarily
encountered and generally recognized as
inherent in the work required by this RFP and
the Design/Build Contract.
3.1.18.1.1.2 Upon receipt of a written notice, City
shall promptly investigate and if it determines
the conditions do materially differ, requiring a
change in the Work, City shall commence the
processing of a Change Order pursuant to
Section 14 of the Design/Build Contract. If
City determines there is no bona fide Work
scope change or is a minor change, which
does not impact GMP or Contract Time, City
shall notify DB within ten (10) calendar days.
3.1.18.1.1.3 DB shall not be entitled to an
adjustment in the GMP or Contract Time if DB
knew or should have known of the existence
of such conditions at the time DB submitted
and agreed to GMP or Contract Time; or the
existence of such condition could reasonably
have been discovered.
3.1.19 DB shall perform in a manner consistent with that level of care and skill ordinarily exercised by members of the profession currently practicing under similar conditions and in similar locations. Compliance with this section by DB shall not in any way excuse or limit DB’s obligations to fully comply with all other terms in this Agreement.
3.1.19.1 Contractor’s License. DB warrants that at least one member of the DB team shall be licensed by the California Contractor’s State License Board as a_____________. DB is to provide a list of the responsible people within their organizations performing services, which shall include their qualifications and their function, for approval by the City prior to start of services. City and DB shall establish “key personnel” who shall remain on the Project until Final Completion. If any such “key personnel” leave the 08/22/2023 C7 155 of 187
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employment of DB, City shall have the right to approve the replacement personnel assigned to this Project. DB shall comply with all licensing requirements of the State of California and City of Vista.
3.1.19.2 Project Manager and Project Engineer. Throughout all phases of the Project hereunder, the individual project manager, and project engineer shall be as reflected in Exhibit 1. So long as the Individual Project Manager and Project Engineer remain in the employ of the General Contractor and/or Engineer, such persons shall not be changed or substituted from the Project, or cease to be fully committed to the Project as deemed necessary by the City in its reasonable discretion, without the prior written consent or instruction of the City.
3.1.19.3 City Right to Remove Project Manager, and Project Engineer.
Notwithstanding the foregoing provisions of Section 3.1.19, if the Individual Project Manager or Project Engineer, proves not to be satisfactory to the City, upon written notice from the City to the DB, such person or person shall be promptly replaced by a person who is acceptable to the City in accordance with the procedures set forth below.
3.1.19.4 Replacement Selection of Project Manager and/or Project Engineer. Within five (5) working days after receipt of a notice from the City requesting the replacement of any Individual Project Manager or Project Engineer, or promptly following the discovery by the Design Build Team that any Individual Project Manager, or Project Engineer is leaving the employ of the DB or Engineer, as the case may be, the
replacement/substitution (together with such person’s resume and other information regarding such person’s experience and qualifications) for approval by City. The replacement/substitution shall commence work on the Project no later than five (5) calendar days following the City’s approval of such replacement, which approval shall not be unreasonably withheld.
3.1.20 DB agrees and acknowledges that the City Representative is the only person with authority to approve additions or modifications to Project. Any costs or delays resulting from or associated with additions or modifications implemented without the written authorization of the City Representative shall be borne exclusively by DB and not be grounds for an increase in the GMP or Contract Time (Exhibit 1) of this Agreement, unless necessary to protect public health, safety or property.
3.1.21 DB shall fully cooperate with City Representative and any of its agents assigned to this project.
3.1.22 The DB shall remain in compliance with the City of Vista Water Quality Protection Program and, where applicable, the County of San Diego’s stormwater protection program, and shall exercise every reasonable precaution to prevent the discharge of any material which is not solely storm water (i.e., rain events) to the storm drain system. The DB will be responsible for the complete cleanup of all material that is discharged from the project in violation of the discharge rules.
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Section 4: Work Restriction and Bidding Requirement
4.1 DB shall determine how best to package portions of the work for purposes of bidding. DB shall be responsible for selectively bidding all construction work to others and for entering into subcontracts, in DB's own name, with the bidder who in DB’s discretion, in consultation with the City Representative, best meets the monetary, time, and performance requirement of the Project.
DB is required to submit a summary of bid results for each bid package. DB shall be responsible for ensuring that these contracts fully comply with all applicable local, state and federal laws, some but not all of which are listed below.
4.2 DB shall hear and decide bid protests and shall develop and maintain bid protest procedures for that purpose. City shall be timely informed of all bid protests (prior to resolution) and the outcome of said protests.
Section 5: DB’s Phase I Services and Obligations – Design Services
5.1 DB’s services in Phase I shall include those specified in Section 5.1 of the RFP.
Section 6: DB’s Phase II Services and Obligations – Construction Services
6.1 Contingent on City’s approvals during Phase I and a Contract Amendment to include the Construction Schedule, GMP, and other applicable provisions, DB’s services in Phase II shall include those specified in Sections 5.1 and 5.2 of the RFP.
Section 7: INTENTIONALLY LEFT BLANK
Section 8: INTENTIONALLY LEFT BLANK
Section 9: Additional Services
9.1 City will have the right to direct DB to perform Additional Services beyond those specified in this Agreement. DB may provide Additional Services only if authorized in writing, in advance, by City and after complying with Section 9.4. The City may propose changes to the Work of a subcontractor after the bid has been awarded. In the event of a change of this nature, DB will estimate the cost of the Change Order, assist City in developing drawings and specifications as necessary, solicit a revised bid, negotiate with the subcontractor, present a recommendation for a Change Order to City, and implement construction as approved by City.
9.2 For Additional Services which increase the Hard Construction Costs, or other reasonably necessary costs of the Project, DB shall be paid a DB fee of __% of the total additional labor, equipment, and material costs. This fee includes DB’s profit. Bond and insurance costs will be paid in addition to the DB fee in accordance with the percentages in the Preliminary Cost Worksheet.
9.3 For Additional Services, which result in an extension of the Substantial Completion date, DB and City shall negotiate the additional costs.
9.4 If at any time DB contends that it is being asked to perform Additional Services, it shall give City written notice 5 days prior to performing said services indicating that DB intends to seek additional compensation beyond the GMP. Furnishing advance written notice shall be a condition precedent to being able to seek additional compensation from City.
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Section 10: Bonds
10.1 DB shall furnish performance and payment bonds with the names of the obligees designated as the City in the amount set forth below, as security for the faithful performance and payment of all DB’s obligations under the Agreement. These bonds shall remain in effect at least until thirty (30) days after the filing date of Notice of Completion, except as otherwise provided by law or regulation or by this Agreement. DB shall also furnish such other bonds as are required by this Agreement.
10.1.1 The performance bond shall be in the amount of 100% of the GMP.
10.1.2 The payment bond shall be in the amount of 100% of the GMP.
10.2 All bonds shall be in the form prescribed by City and by such sureties which are authorized to transact such business in the State of California, listed as approved by the United States Department of Treasury Circular 570, and whose underwriting limitation is sufficient to issue bonds in the amount required by this agreement and which also satisfy the requirements stated in Section 995.660 of the Code of Civil Procedure, except as provided otherwise by laws or regulations. All bonds signed by an agent must be accompanied by a certified copy of such agent’s authority to act. Surety companies must be duly licensed or authorized in the jurisdiction in which the Project is located to issue bonds for the limits so required.
10.3 If the surety on any bond furnished by DB is declared bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the Project is located, DB shall within seven (7) days thereafter substitute another bond and surety, which must be acceptable to City.
Section 11: Insurance
11.1 The insurance provisions shall meet the requirements of Exhibit 2 which shall not be construed to limit DB’s indemnity obligations contained in this Agreement.
Section 12: Inspection
12.1 DB shall be responsible for all specialty inspection and material testing and inspections.
The City shall perform inspection with its own forces. It shall be the responsibility of DB, however, to call for, coordinate and schedule all inspections.
12.2 City, its consultants, subcontractors, independent testing laboratories as well as other governmental agencies with jurisdictional interests will have access at reasonable times for this observation, inspecting and testing. DB shall provide them proper and safe conditions for such access and advise them of DB’s safety procedures and programs so that they may comply.
12.3 DB will make, or have made, such inspections and tests, as the City deems necessary to see that the Work is being accomplished in accordance with the requirements of the Construction Documents or shall in any way limit or modify DB’ s indemnity obligations as provided for within this agreement. Unless otherwise specified, the cost of such inspection and testing will be bid out and carried as a line item in the construction cost. In the event such inspections or tests reveal non-compliance with the requirements of the Construction Documents, DB shall bear the cost of corrective measures deemed necessary by City, as well as the cost of subsequent re-inspection and re-testing. Neither observations by the City nor inspections, tests, or approvals by others shall relieve DB from DB’s obligations to perform the Work in accordance with the Construction 08/22/2023 C7 158 of 187
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Documents. DB shall give City timely notice of readiness of the Work for all required building inspections and shall cooperate with inspection and testing personnel to facilitate required inspections or tests. DB shall give at least 24 hours’ notice for inspections.
12.4 City has the right to stop or suspend Work activities which will conceal or cover up DB Work product which is to be inspected or tested, or which will interfere with the inspection or testing activities, for a reasonable time and DB will have no right to additional compensation.
Section 13: DB GMP for Services and Reimbursements
13.1 DB shall submit to City 90% CD’s for plan check. Upon the approval of the 90% CD’s (or at an alternative time agreed upon by the City and DB), DB shall, within twenty (20) working days, submit a GMP for approval by City. The GMP shall include all Hard Construction Costs, DB Contingency Fund, Reimbursable Costs, and DB Fixed Fee for the complete design and construction of the entire Project as specified in the 90% CD’s; provided that:
13.1.1 Said GMP shall be supported by a detailed itemized breakdown that shows: the DB Fixed Fees and the expected Hard Construction Costs for each of the major trades on the Project which will include labor, material expenses, equipment costs, and a reasonable DB Contingency Fund. Said DB contingency fund shall not exceed __% of the Hard Construction Costs.
13.1.2 All Hard Construction Costs included in the GMP are for direct Construction costs incurred in performing the work, including taxes, delivery and installation. City shall reimburse DB for the exact amount of subcontract, self-performed work or invoice amount.
No additional DB markup, handling fees, overhead, or other charges are to be added or paid except as otherwise set forth in this agreement. Upon Final Completion of the Project, any amount of Hard Construction Costs or DB Contingency Fund monies not utilized shall result in a deductive Change Order.
13.1.3 The GMP shall include a DB Contingency Fund which can be used by the DB with City approval. If the Parties mutually agree that there is a sufficient surplus, the DB Contingency Fund will be available to provide additional funds for Change Orders as provided for in Section 14 of this Agreement. This Contingency Fund will not be available for: (1) Work required due to DB’s and/or Contractors/subcontractors failure to perform according to the terms of this Agreement and/or in compliance with the Construction Documents, or (2) uninsured losses resulting from the negligence of DB or its Contractors/subcontractors. All Change Orders, including zero dollar Change Orders, which require the use of the DB Contingency Fund, shall require City approval.
13.1.4 DB shall prepare, with the cooperation of the City, alternate bid items to assist in meeting the GMP.
13.2 DB shall perform the Phase I Services on a time and materials basis for an amount not to exceed $________, as specified in DB’s Preliminary Cost Worksheet. Except as otherwise expressly provided in this Agreement, as full and complete compensation for performance of all Services under this Agreement, DB shall be compensated by the GMP sum to be determined at 90% construction documents (or at an alternative time agreed upon by the City and DB). Said amounts for the Phase I and Phase II Services shall not be exceeded unless Additional Services are requested pursuant to Section 9 above or a Change Order issued pursuant to Section 14.
Unless otherwise expressly provided in this Agreement, the GMP shall include full compensation for all costs of any type incurred by DB in performing all services and obligations under this Agreement, including but not limited to the following:
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13.2.1 All Design Consultants.
13.2.2 Estimating, constructability review, management of design consultants and value engineering.
13.2.3 Construction supervision and project management personnel, including but not limited to superintendents, Project managers, Project secretaries, Project engineers, Project accountants, and all other DB personnel wherever located.
13.2.4 All on-site and off-site equipment, supplies and facilities, including but not limited to, computers, estimating, dictating, communication and accounting equipment, office space, trailers, field equipment, fencing and site security, portable toilets, and storage facilities.
13.2.4.1 In no case shall the cumulative monthly rental charges to the Project for equipment and Small Tools used by the DB exceed 90% of the fair market value of any one piece of equipment or Small Tools. At City’s option, the full price for equipment or Small Tools may be paid, and City may take possession upon completion of the Work.
13.2.5 All home-office and field overhead costs of any type including document control and retention.
13.2.6 All business license costs.
13.2.7 All profit DB intends to earn under this Agreement.
13.2.8 All direct and incidental costs incurred by DB, except for those specifically identified in Section 9.
13.3 DB shall be reimbursed, without markup and only as specified in this Agreement for the following “Reimbursable Costs:”
13.3.1 Any reimbursable cost expressly provided for elsewhere in this Agreement.
13.4 DB agrees and acknowledges the City retains its full and complete discretion for all legislative actions, including any future appropriations necessary to complete this Project or fund this Agreement. As more fully provided in Section 26, the City may terminate this Agreement for any reason, including but not limited to, if City Council fails to appropriate sufficient funds or is unsuccessful at obtaining long term financing.
Section 14: Change in GMP and Contract Time
14.1 The GMP and Contract Time may only be changed by written Change Order. Change Orders shall be issued only under the following circumstances:
14.1.1 The City directs DB to perform Additional Services or City Changes as provided in Section 9.
14.1.2 For reasons expressly provided elsewhere in this Agreement.
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14.2 The following procedure shall be followed for the issuance of Change Orders:
14.2.1 Upon the occurrence of any event that gives rise to a Change Order, including any action, inaction, decision or direction by City or agent for the City, DB shall give the City notice of the same within five (5) calendar days. DB shall not proceed with any such services or work until such notice has been given to the City except if such services or work are necessary to protect public health, safety or property as directed by the City Representative in writing.
14.2.2 If DB submits a request to change the GMP, DB shall: (1) inform City of any request to change the GMP or Contract Time at the next Project Team Meeting; (2) provide City with a list of recommended revisions which DB believes will bring Project within the GMP; and (3) assist City in reviewing the itemized cost breakdown and recommend revisions so that City can revise the scope of the Project so that the GMP is not exceeded.
14.2.3 DB’s notice to the City shall include a detailed and complete estimate of the cost and time impacts associated with the requested Change Order, including all appropriate direct and indirect costs and credits. All such costs and credits shall be accurately categorized into DB Fixed Fee, Reimbursable Costs or Hard Construction Costs. DB shall also provide City with a realistic estimate of the impact, if any, the Change Order will have on the Contract Time. DB shall provide complete and accurate pricing within ten (10) calendar days of the occurrence of the event that gives rise to a Change Order.
14.2.4 Upon submission of the detailed estimates by the DB, the Parties will attempt to negotiate an appropriate adjustment in GMP and Contract Time. If an agreement is reached, a Change Order reflecting the agreement will be executed by the Parties. If an agreement is not reached, the City shall have the option to direct the DB to proceed with the subject services and/or work, during which time the DB shall contemporaneously maintain accurate and complete records of all labor, material and equipment utilized in performing the subject services and/or work. These records shall be submitted to the City and shall become the basis for continued negotiations between the Parties for an equitable adjustment to the GMP and/or Contract Time.
14.2.5 In the event there is any disagreement or dispute between the Parties as to whether the DB is entitled to a Change Order or the amount of the Change Order, the matter shall be resolved in accordance with Section 33. DB shall not have the right to stop or delay in the prosecution of any services or work, including services or work that is the subject of the Change Order, pending this resolution process. Instead, DB shall continue diligently prosecuting all such services and work.
14.2.6 City may, in its sole discretion, adjust the GMP or Contract Time for any undisputed amount or time associated with the Change Order or Additional Services.
14.3 All Change Orders, including zero dollar Change Orders which require the use of DB Contingency Fund, irrespective of impact on GMP and Contract Time shall require City approvals, however City shall not unreasonably withhold approval for use of contingency funds for changes normally encountered due to unforeseen omissions in the work packages and minor clarifications of the drawings.
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Section 15: Payment Terms
15.1 DB shall provide all Phase I Services for the Phase I Fee. DB shall submit certificate and application for payment to the City on a monthly basis for Phase I Services rendered and costs incurred in a form approved by the City. The monthly payment shall be based upon percentage of completion of the Schedule of Values plus any Reimbursable Costs as provided in Section
15.3. 15.2 DB shall provide all Phase II Services for the Phase II Fee. DB shall submit certificate and application for payment to City on a monthly basis for Phase II Services in a form approved by the City. The monthly payment application shall be based upon the percentage of completion of the Schedule of Values plus any Reimbursable Costs and Hard Construction Costs as provided in Section 15.3 and 15.4, less any payments previously made by the City and subject to the receipt of unconditional lien releases for all prior payments and if the invoiced amount is not disputed by City, it shall pay DB ninety five percent (95%) of payment application based upon the percentage complete of the Schedule of Values and 100% of the reimbursable costs within thirty (30) days after receipt of the fully documented invoice. City will withhold the remaining 5% as security for DB’s full performance.
15.3 DB shall develop and maintain an accurate system for tracking all Reimbursable Costs.
Utilizing this system, DB shall include with each monthly payment application an itemization of all such Reimbursable Costs actually incurred by DB, during the previous month. If requested by the City, DB shall provide all backup documentation supporting such Reimbursable Costs.
15.4 DB shall develop and maintain an accurate system for tracking all Hard Construction Costs it incurs on the Project. Utilizing this system, DB shall include with each monthly application for payment an itemization of all Hard Construction Costs actually incurred by DB during the previous month.
15.5 DB shall separately submit to City certificate and application for payment on a monthly basis for any authorized Additional Services performed by DB. Subject to the receipt of unconditional lien releases for all prior payments and if Additional Services are not disputed by City, City shall pay ninety five percent (95%) of the invoiced amount within thirty (30) days of receipt of fully complete invoice. City will withhold the remaining 5% as security for DB’s full performance.
15.6 Subject to Sections 15.8, City shall pay DB the five percent (5%) retention being withheld pursuant to Sections 15.2, and 15.5 as part of the “Final Payment” to DB. Final Payment will be made thirty-five (35) days after Final Completion.
15.7 The City Manager will consider the release of the entire retention for subcontractors upon completion of the subcontractors’ work and execution of a disclaimer and unconditional final lien release by the subcontractor.
15.8 In lieu of withholding retention under this Agreement, at the election of DB, City will deposit retention amounts into escrow and/or the substitution of securities for money as provided in California Public Contract Code Section 22300.
Section 16: Project Completion
16.1 Substantial Completion shall be that stage in the progress of the construction when all Work on the Project is sufficiently complete in accordance with the Construction Documents so 08/22/2023 C7 162 of 187
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that City can fully utilize entire Project; Substantial Completion shall further mean that all goods, services and systems to be provided under the terms and conditions of the Construction Documents are in place and have been initially tested, and are operationally functional, subject only to final testing, balancing and adjustments and normal Final Completion punch list Work.
16.2 Final Completion shall be deemed to occur on the last of the following events: (1) recordation of a Notice of Completion for the Project; (2) acceptance of the Project by the City; (3) issuance of a final Certificate of Occupancy for the Project; (4) submission of all documents required to be supplied by DB to City under this Agreement, including but not limited to As-Built Drawings, warranties, and operating manuals; (5) and delivery to City of a Certificate of Completion duly verified by DB.
16.3 DB shall provide City with a Certificate of Completion, certifying to City under penalty of perjury that the Project has been completed in accordance with the Construction Documents, all applicable building codes and regulations, all permits, licenses, and certificates of inspection, use and occupancy, and ordinances relating to the Project.
16.4 DB shall provide one set of City final record drawing documents at the end of construction and one copy in electronic format (“As-Built Drawings”). As-Built Drawings are to be accurate and legible records showing exact location by dimensions, and the exact depth by elevation of underground lines, valves, plugged tees, wiring and utilities.
16.5 DB shall provide a copy of, or make available before destruction, all records (which includes all writings as defined in Evidence Code Section 250) to the City upon receipt or generation, which shall include a copy of DB’s filing protocol.
Section 17: Contract Time
17.1 The “Contract Time” shall be the number of calendar days stated in Section 1 for DB to achieve Substantial Completion.
17.2 “Time is of the essence” with regard to Contract Time and all milestones listed in the schedule.
17.3 The Contract Time may only be changed by a Change Order as set forth in Section 14.
17.4 Further, an extension in Contract Time will not be granted unless DB can demonstrate through an analysis of the Project Schedule that the increases in the time to perform or complete the Project, or specified part of the Project, beyond the corresponding Contract Time arise from unforeseeable causes beyond the control and without the fault or negligence of DB, its Design Consultants, and subcontractors or suppliers, and that such causes in fact lead to performance or completion of the Project, or specified part in question, beyond the corresponding Contract Time, despite DB’s reasonable and diligent actions to guard against those effects.
17.5 DB carries the burden of proving an entitlement to an increase in the Contract Time.
Delays attributable to and within the control of Design Support Consultants, or subcontractor or supplier shall be deemed to be delays within the control of DB. No time extension will be allowed for such delays. An increase in Contract Time does not necessarily mean that DB is due an increase in the GMP.
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Section 18: Late Completion
18.1 City and DB recognize that time is of the essence in this Agreement and that City will suffer financial loss if the Project is not completed within the Contract Time, plus any extensions thereof allowed in accordance with Section 17.3. They also recognize the delays, expense, and difficulties involved in proving in a legal proceeding the actual loss suffered by City if the Project is not completed on time. Accordingly, instead of requiring any such proof, City and DB agree that DB shall pay as liquidated damages (but not as a penalty) for each calendar day of delay beyond the time specified for Substantial Completion of the Project, the following amounts which DB expressly agrees are “not unreasonable under the circumstances” as defined in California Civil Code §1671(b): $500 for each calendar day. Liquidated Damages shall not be assessed after the date on which Substantial Completion is achieved pursuant to Section 16.
Section 19: Right to Modify Work
19.1 Without invalidating the Agreement and without notice to any surety, City may at any time or from time to time, order additions, deletions, or revisions in the Project; these will be authorized by a written Change Order prepared and issued by City. Upon receipt of any such document, DB shall promptly proceed with the Work involved which will be performed under the applicable conditions of the Construction Documents (except as otherwise specifically provided).
19.2 When City desires a change in the Project, City may issue a Request for Proposal to DB.
DB will be required to respond within the time indicated by City.
Section 20: INTENTIONALLY LEFT BLANK.
Section 21: Work By Others
21.1 City may perform other work related to the Project at the Project Site by City’s own forces, or let other direct contracts (“City Contractor”). The City will give DB reasonable notice of its intent to do such other work. DB’s work shall take priority over the City Contractors; but the Parties will use their best efforts to coordinate their work so as to minimize the disruption to each other’s work and to allow City Contractor to proceed expeditiously.
21.2 If the proper execution or results of any part of DB’s work depends upon the work by the City or City Contractor, DB shall promptly inspect and report to City in writing any apparent delays, defects, or deficiencies in the City’s work that render it unavailable or unsuitable for such proper execution and results. DB’s failure to promptly report such delays, defects, or deficiencies in writing before commencement of the affected work, will constitute an acceptance of the City’s work as fit and timely for integration with DB’s Work except for latent defects and deficiencies in the City’s work for which DB will not be responsible.
21.3 If DB or any person or entity working for DB causes damage to the City’s or City Contractor’s work, property, or person, or if any claim arising out of DB’s performance of the Project by any other contractor is made against DB, by City, any other contractor, or any other person, DB shall promptly repair and/or resolve said claim at no cost to City.
Section 22: Warranties and Guarantees
22.1 DB warrants and guarantees to City that materials and equipment incorporated into the Project will be new unless otherwise specified and that all work will be in strict accordance with the Construction Documents and will not be defective. Prompt notice of defects known to City 08/22/2023 C7 164 of 187
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shall be given to DB. All Defective Work, whether or not in place, may be rejected, corrected, or accepted as reasonably directed by City, provided DB shall not be entitled to an extension in Contract Time or increase in GMP because of any delay or increase in cost attributable to the rejection, correction or acceptance of said work. Defective work may be rejected even if approved by prior inspection.
22.2 The warranty period shall commence when the Certificate of Final Completion is issued or at beneficial use by City prior to Final Completion, whichever occurs earlier, and extend one (1) year after that date or whatever longer period may be prescribed by laws or regulations or by the terms of any applicable special guarantee or specific provision of the Construction Documents.
22.3 DB is to provide any extra material for maintenance at the completion of the Project.
22.4 DB is to provide City one (1) set of operating and maintenance data manuals, fully bound and indexed, warranties, guarantees, and bonds. In addition, DB is to provide an electronic copy of these documents.
22.5 Correction of Defective Work - If within the designated warranty period, or such longer period as may be required by laws or regulations, the Project or any part of the Project, is discovered to contain defective work, DB shall promptly, without any reimbursement or adjustment in the GMP, and in accordance with City’s written instructions, either correct that defective work, or if it has been rejected by City remove it from the Project and replace it with work which is not defective. If circumstances warrant it, including but not limited to, in an emergency, City or DB may have the defective work corrected or the defective work removed and replaced. In that event, DB shall not be allowed to recover any associated costs, and DB shall reimburse City for all direct, and indirect costs of City, and City shall be entitled to an appropriate decrease in the GMP, to withhold a setoff against amount recommended for payment, or make a claim on DB’s bond if DB has been paid in full.
22.6 With respect to all warranties, express or implied, from subcontractors, manufacturers, or suppliers for Work performed and materials furnished under this Agreement, the DB shall:
22.6.1 Obtain all warranties that would be given in normal commercial practice and as required by the City;
22.6.2 Require all warranties to be executed, in writing, for the benefit of City;
22.6.3 Enforce all warranties for the benefit of City, if directed by City;
22.6.4 In the event DB’s warranty under Section 22.2 has expired, City may bring suit at its expense to enforce a subcontractor’s, manufacturer’s, or supplier’s warranty;
22.6.5 DB shall assign all subcontractor, supplier and manufacturer warranties including maintenance contracts from the installer for specialized equipment to cover the limited warranty period to City at the expiration of the one year warranty.
Section 23: Use and Possession Prior to Completion
23.1 City shall have the right to take possession of or use any completed or partially completed part of the Work if mutually agreed upon by the parties. Before taking possession of or using any Work, City shall furnish DB a list of items of Work remaining to be performed or corrected on those 08/22/2023 C7 165 of 187
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portions of the Work that City intends to take possession of or use. However, failure of City to list any item of Work shall not relieve DB of responsibility for complying with the terms of this Agreement. City’s possession or use shall not be deemed an acceptance of any Work under this Agreement, nor relieve the DB of any of its obligations under this Agreement.
23.2 While City has such possession or use, DB shall be relieved of the responsibility for the loss of or damage to the Work resulting from City’s possession or use. If prior possession or use by City delays the progress of the Work or causes additional expense to DB, an equitable adjustment shall be made in the GMP or the Contract Time, and the Agreement shall be modified in writing accordingly.
Section 24: Personal Services and Non-Assignability
24.1 This is a personal services Agreement and, therefore, DB shall not alter the key employees or Design Consultants nor assign or transfer, voluntarily or involuntarily, any of its rights, duties or obligations under this Agreement except upon the prior written consent of City. Any such change, assignment or transfer without the prior written consent of the City shall be deemed null and void and constitute a material breach under this Agreement.
Section 25: Indemnification
25.1 To the fullest extent permitted by the law, DB shall indemnify, defend, protect and hold harmless City, their elected and appointed officers, agents, employees, consultants, (collectively herein the “Indemnitees”), from and against all claims, demands, causes of action, damages, injuries, liabilities, losses and expenses (including, without limitation, reasonable attorneys’ and consultants’ fees and expenses) of any kind whatsoever, arising in whole or in part out of or resulting from DB’s performance of this Agreement, DB’s breach of this Agreement, or the alleged negligent acts or omissions of DB, its architects, engineers, other professionals and consultants, Contractors, suppliers or anyone directly or indirectly employed by any of them or anyone for whose acts they may be liable. The obligations of the DB under this paragraph for errors or omissions, including those of the design professional subcontractors, which includes the Design Subcontractors, consultants, agents and employees thereof (“Design Subcontractors”), which arise from (1) the preparation or approval of maps, drawings, opinions, reports, surveys, designs or specifications, or (2) the giving of or the failure to give directions or instructions shall not be limited to the amount of coverage provided for in the professional liability insurance policy. If City is fully reimbursed by DB’s insurance for any loss covered by this paragraph, DB shall have no further obligation for such loss.
25.2 DB’s obligation to indemnify under Section 25.1 shall not extend to such claims, demands, causes of action, damages, injuries, liabilities, losses and expenses, to the extent that such is the result of the active negligence or the willful misconduct of an Indemnitee. DB’s obligation to defend under Section 25.1, if not covered by the insurance to be provided on the Project, shall not extend to such claims, demands, causes of action, damages, injuries, liabilities, losses and expenses, or causes of actions, to the extent that such are caused by the active negligence or the willful misconduct of the Indemnitee, and from no other cause.
25.3 DB shall ensure that any asbestos or hazardous or toxic substances encountered on the site is properly removed and disposed of in accordance with all state or federal statutes or regulations. DB’s obligation regarding the removal or disposal of asbestos or hazardous or toxic substances, products or materials shall be limited to the proper removal within the Project boundaries and the proper disposal of such materials. The DB agrees to the fullest extent permitted by law, to indemnify, defend, and hold harmless the City, its elected and appointed 08/22/2023 C7 166 of 187
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officers, employees, agents and consultants from and against any and all claims, suits, demands, liabilities, losses, or costs, including reasonable attorney’s fees and defense costs, resulting or accruing to any and all persons, firms, and any other legal entity, caused by, arising out of or in any way connected with the removal or disposal of any asbestos or hazardous or toxic substances, products or materials that exist on the jobsite whether liability arises under breach of contract or warranty, tort, including negligence, strict liability or statutory liability or any other cause of action.
Section 26: Right to Terminate and Suspend Work
26.1 Archaeological and Paleontological Discoveries: If a discovery is made of an archaeological or paleontological interest, DB shall immediately cease operations in the area of the discovery and shall not continue until ordered by City. When resumed, operations within the area of the discovery shall be as directed by City.
26.1.1 Discoveries which may be encountered may include, but are not be limited to, dwelling sites, stone implements or other artifacts, animal bones, human bones, fossils or any item with cultural significance.
26.1.2 DB shall be entitled to an extension of time and compensation in accordance with the provisions of this Agreement.
26.2 Termination of Agreement by City for Cause: If, through any cause, DB shall fail to fulfill in a timely and proper manner DB’s obligations under this Agreement, or if DB shall violate any of the covenants, agreements or stipulations of this Agreement, City shall have the right to terminate this Agreement by giving written notice to DB of such termination and specifying the effective date thereof at least five (5) days before the effective date of such termination. All finished or unfinished documents, data, studies, drawings, maps, plans, specifications, reports, electronic files, and other materials prepared by DB, or any of its agents, Design Consultants or Subcontractors, shall, at the option of the City, become the property of the City, and DB shall be entitled to receive just and equitable compensation for any work satisfactorily completed on such documents and other materials up to the effective date of Notice of Termination, not to exceed amounts payable hereunder, and less any damages caused by DB’s breach.
26.2.1 In the event the Agreement is terminated in accordance with this Section, City may take possession of the Project and may complete the Project by whatever method or means City may select.
26.2.2 If the cost to complete the Project exceeds the balance, which would have been due, DB shall pay the excess amount to City.
26.2.3 Rights of City Preserved: Where DB’s services have been so terminated by City, the termination will not affect any rights or remedies of City against DB then existing or which may thereafter accrue. Any retention or payment of moneys due DB by City will not release DB from liability. It is agreed that termination hereafter will not in any way release, waiver, or abridge any rights the City has against DB’s performance bond surety.
26.3 Any dispute as to the amount due or owed to DB upon termination under this section shall be resolved in accordance with Section 26.
26.4 Termination for Convenience by City: City may terminate this Agreement at any time and for any reason, by giving specific written notice to DB of such termination and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. In that 08/22/2023 C7 167 of 187
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