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Town of Yountville
Resolution Number 25-4371
A RESOLUTION OF THE TOWN COUNCIL OF THE TOWN OF YOUNTVILLE ADOPTING A POLICY
GOVERNING DESIGN-BUILD PROJECT PROCUREMENT AND CONFLICT OF INTERESTS IN DESIGN-BUILD PROJECTS.
Recitals
1. Public Contract Code section 22160, et seq. authorizes the Town to use design-build contracting for certain construction projects in excess of one million dollars ($1,000,000).
2. To use this design-build contracting authority, Public Contract Code section 22162(c) requires the Town to develop a standard organizational conflict-of-interest policy, consistent with applicable law, addressing the ability of a person or entity performing services for the Town relating to solicitation of a design-build project to submit a proposal as a design-build entity or join a designbuild team.
3. Government Code section 1090 generally prohibits officers of the Town, which may include independent contractors acting on behalf of the Town, from having any financial interest in a contract made by them in their official capacity.
4. Government Code section 1097.6 provides an exception to this general prohibition to permit an independent contractor who has performed one phase of a project to bid on and enter into a subsequent contract for a later phase of the same project if the independent contractor’s duties and services related to the initial contract did not include engaging in or advising on public contracting on behalf of the Town.
5. The Town desires to utilize the design-build procurement method for the development of 6554 Yount Street (the “Yountville Commons Project”).
6. The Town has contracted with various design professionals and consultants to participate in the conceptual, preliminary, and initial planning, discussions, and drawing of plans and specifications for the Yountville Commons Project within the meaning of section 1097.6 of the Government Code.
7. The Town Council now finds it necessary and desirable to establish a standard policy governing design-build procurement and the ability of a person or entity performing services for the Town relating to the solicitation of a design-build project to submit a proposal as a design-build entity or join a design-build team.
Now, therefore, the Town Council of the Town of Yountville does resolve as follows:
SECTION 1. RECITALS: The foregoing recitals are true and correct and are incorporated herein.
SECTION 2. CEQA FINDINGS: The adoption of a policy governing design-build procurement is not a “project” subject to the California Environmental Quality Act (Pub. Res. Code, § 21000, et seq.) (CEQA) pursuant to section 15378(b)(2) of Title 14 of the California Code of Regulations, which excludes from the definition of “project” “continuing administrative or maintenance activities such as … general policy and procedure making.”
SECTION 3. ADOPTION: The Policy for Design-Build Project Procurement, attached hereto as Exhibit “A” and incorporated herein by reference, is hereby adopted and becomes effective and in full force 393917.2
immediately upon adoption.
SECTION 4. EFFECTIVE DATE: This Resolution shall take effect immediately upon its adoption.
SECTION 5. CERTIFICATION: The Town Clerk shall certify to the adoption of this Resolution.
PASSED AND ADOPTED at a regular meeting of the Town Council of the Town of Yountville, State of California, held on this 17th day of June 2025 by the following vote:
AYES:
NOES:
ABSENT:
ABSTAIN:
Margie Mohler, Mayor
ATTEST:
Hilary Gaede, Communications Director/Town Clerk
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Exhibit “A”
Town of Yountville
Policy for Design-Build Project Procurement
1. Purpose. The purpose of this Policy is to establish specific procedures to be used to solicit, qualify, evaluate, select and award design-build contracts and to formalize the organizational conflict of interest guidelines applicable to design-build projects in accordance with Public Contract Code section 22162.
2. Definitions. As used in this Policy, the following terms shall have the following meanings:
a. “Best value” means a value determined by evaluation of objective criteria that relate to price, features, functions, life-cycle costs, experience, and past performance. A best value determination may involve the selection of the lowest cost proposal meeting the interests of the Town and meeting the objectives of the project, selection of the best proposal for a stipulated sum established by the Town, or a tradeoff between price and other specified factors.
b. “Design-build” means a project delivery process in which both the design and construction of a project are procured from a single entity.
c. “Design-build entity” means a corporation, limited liability company, partnership, joint venture, or other legal entity that is able to provide appropriately licensed contracting, architectural, and engineering services as needed pursuant to a design-build or progressive design-build contract.
d. “Design-build team” means the design-build entity itself and the individuals and other entities identified by the design-build entity as members of its team. Members shall include the general contractor and, if utilized in the design of the project, all electrical, mechanical, and plumbing contractors.
e. “Progressive design-build” means a project delivery process in which both the design and construction of a project are procured from a single entity that is selected through a qualifications-based selection at the earliest feasible stage of the project.
3. Procurement Process. The procurement process for a design-build project shall progress as follows:
a. Preliminary Documents. The Town shall prepare a set of documents setting forth the scope and estimated price of the project.
i. These documents may include, but not be limited to, details regarding the size, type and desired design character of the project; performance specifications covering the quality of materials, equipment, workmanship, preliminary plans or building layouts; and any other information deemed necessary to adequately describe the Town’s needs.
ii. Performance specifications, designs, and plans shall be prepared by a duly licensed design professional who is registered in California.
iii. These documents shall not include a design-build-operate contract for any project, but may include operations during a training or transitional period on a short-term basis, as contemplated by subsection (a) of section 22164 of the Public Contract Code.
b. Request for Qualifications. The Town shall prepare and issue a request for qualifications (RFQ) to prequalify or short-list design-build entities whose proposals shall be evaluated for final selection. The RFQ shall include, but not be limited to, the following elements:
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i. Identification of the basic scope and needs of the project, the expected cost range, the methodology that will be used to evaluate proposals, the procedure for final selection of the design-build entity, and any other information the Town deems necessary to inform interested parties of the project opportunity; ii. Significant factors that the Town reasonably expects to consider in evaluating qualifications (e.g., technical design and construction expertise, acceptable safety record, and any other non-price related factors);
iii. A standard template request for statements of qualifications, which shall require the following information, certified under penalty of perjury by the design-build entity and its general partners or joint venture members:
1. If the design-build entity is a privately held corporation, limited liability company, partnership, or joint venture, a listing of all of the shareholders, partners, or members known at the time of statement of qualification submission who will perform work on the project.
2. Evidence that the members of the design-build team have completed, or demonstrated the experience, competency, capability, and capacity to complete projects of similar size, scope, or complexity, and that proposed key personnel have sufficient experience and training to competently manage and complete the design and construction of the project, and a financial statement that ensures that the design-build entity has the capacity to complete the project.
3. The licenses, registration, and credentials required to design and construct the project, including, but not limited to, information on the revocation or suspension of any license, credential, or registration.
4. Evidence that establishes that the design-build entity has the capacity to obtain all required payment and performance bonding, liability insurance, and errors and omissions insurance.
5. Information concerning workers' compensation experience history and a worker safety program.
6. If the proposed design-build entity is a corporation, limited liability company, partnership, joint venture, or other legal entity, a copy of the organizational documents or agreement committing to form the organization.
7. An acceptable safety record. A proposer's safety record shall be deemed acceptable if its experience modification rate for the most recent three-year period is an average of 1.00 or less, and its average total recordable injury or illness rate and average lost work rate for the most recent three-year period does not exceed the applicable statistical standards for its business category or if the proposer is a party to an alternative dispute resolution system as provided for in section 3201.5 of the Labor Code.
8. An enforceable commitment that the entity and its subcontractors at every tier will use a skilled and trained workforce to perform all work on the project that falls within an apprenticeable occupation, in accordance with section 2600, et seq., of the Public Contract Code, unless subject to a project labor agreement in accordance with subsections (c)(2) and (c)(3) of section 22164 of the Public Contract Code.
c. Request for Proposals. Based on the documents prepared for and responses to the RFQ, the Town shall then prepare a request for proposals (RFP) that invites the prequalified or short-listed entities to submit competitive sealed proposals for the project to the Town. The RFP shall include, but not be limited to, the following elements:
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i. Identification of the basic scope and needs of the project, the estimated cost of the project, the methodology that will be used to evaluate proposals, whether the contract will be awarded on the basis of low bid or best value, and any other information deemed necessary by the Town to inform interested parties of the project opportunity;
ii. Significant factors that the Town reasonably expects to consider in evaluating qualifications (e.g., technical design and construction expertise, acceptable safety record, and any other non-price related factors);
iii. The relative importance or the weight assigned to each of the factors identified in the RFP; and
iv. Where a best value selection method is used, the Town may reserve the right to request proposal revisions and hold discussions and negotiations with responsive proposers, in which case the Town shall so specify in the RFP and shall publish separately or incorporate into the RFP the procedures to be observed by the Town to ensure that any discussions or negotiations are conducted in good faith. d. Low Bid Selection Method. For those projects utilizing low bid as the final selection method, the competitive bidding process shall result in lump-sum bids by the prequalified or shortlisted design-build entities, and awards shall be made to the design-build entity that is the lowest responsible bidder.
e. Best Value Selection Method. For those projects utilizing best value as a selection method, the design-build competition shall progress as follows:
i. Competitive proposals shall be evaluated by using only the criteria and selection procedures specifically identified in the RFP.
ii. The following minimum factors shall be weighted as deemed appropriate by the Town:
1. Price, unless a stipulated sum is specified;
2. Technical design and construction expertise; and
3. Life-cycle costs over 15 or more years.
iii. Pursuant to subdivision (c)(iv), the Town may hold discussions or negotiations with responsive proposers using the process articulated in the Town’s RFP. iv. When the evaluation is complete, the responsive proposers shall be ranked based on a determination of value provided, provided that no more than three proposers are required to be ranked.
v. Town shall award of the contract to the responsible design-build entity whose proposal is determined to have offered the best value to the public. The Town shall publicly announce its award, identifying the entity to which the award is made along with a statement regarding the basis of the award.
1. This statement and the relevant project file maintained by the Town shall provide sufficient information to satisfy an external audit. f. Subcontractors. The Town may identify specific types of subcontractors that must be included in the design-build entity’s statement of qualifications and proposal. Following award of the design-build contract, the design-build entity shall proceed as follows in awarding construction subcontracts with a value exceeding one-half of 1 percent of the contract price allocable to construction work to subcontractors that were not listed in the original proposal:
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i. Provide public notice of availability of work to be subcontracted in accordance with the Town’s competitive bidding process, including a fixed date and time on which qualifications statements, bids, or proposals will be due; ii. Establish reasonable qualification criteria and standards; and iii. Award the subcontract either on a best value basis or to the lowest responsible bidder.
g. Payment and Performance Bonds. The design-build entity shall provide payment and performance bonds for the project, issued by a California admitted surety and in the standard form and amount required by the Town. The amount of the payment bond shall not be less than the amount of the performance bond.
h. Retention Proceeds. Retention proceeds withheld by the Town from the design-build entity shall not exceed 5% if a performance and payment bond, issued by an admitted surety insurer, is required in the solicitation of bids. In a contract between the design-build entity and a subcontractor, and in a contract between a subcontractor and any subcontractor thereunder, the percentage of the retention proceeds withheld may not exceed the percentage specified in the contract between the Town and the design-build entity. If the design-build entity provides written notice to any subcontractor that a bond may be required, and the subcontractor subsequently is unable or refuses to furnish a bond to the designbuild entity, then the design-build entity may withhold retention proceeds in excess of the percentage specified in the contract between the Town and the design-build entity from any payment made by the design-build entity to the subcontractor.
4. Conflict of Interest Policy. No person or entity may submit a proposal for a Town design-build or progressive design-build project, or join a design-build team providing design-build or progressive design-build services to the Town for such a project, if that person or entity has engaged in or advised on that project’s contracting on behalf of the Town within the meaning of Government Code sections 1090 and 1097.6.
For purposes of this Policy, a person or entity has “engaged in or advised on” a project’s contracting if that person or entity has prepared or assisted the Town’s preparation of any portion of the request for proposals, request for qualifications, or any other solicitation regarding the design-build or progressive design-build contract with the Town.
A person or entity has not “engaged in or advised on” the making of a project contract by participating in the planning, discussions, or drawing of plans or specifications during an initial stage of a project if that participation is limited to conceptual, preliminary, or initial plans or specifications and all bidders or proposers for the subsequent contract have access to the same information, including all conceptual, preliminary, or initial plans or specifications.
In addition, no person or entity may submit a proposal for a Town design-build or progressive design-build project, or join a design-build team providing design-build or progressive design-build services to the Town for such a project, if doing so would violate Government Code section 1090 or any other state or federal law or Town policy barring conflicts of interest in government contracts.
5. Conflict of Interest Disclosure. Any person or entity submitting a proposal for a Town designbuild or progressive design-build project, or joining a design-build team providing design-build or progressive design-build services to the Town for such a project, shall make a full written disclosure to the Town of the facts and circumstances constituting an actual or potential conflict of interest under the terms of this Policy or any other state or federal law or Town policy at the time of submitting responsive documents to a request for qualifications or request for proposals or joining the design-build team.
A person or entity shall disclose all work performed in relation to the proposed design-build or progressive design-build project. Such disclosure shall include any actual or potential conflicts related to or presented by proposed consultants, subconsultants, subcontractors and their respective directors and key personnel that may result in, or could be viewed as, a conflict of 393917.2
interest in connection with any design-build or progressive design-build project procurement.
The Town, in its sole discretion, shall determine whether the person or entity may continue with the procurement process. If a person or entity is permitted to continue with the procurement process, all information related to any work previously performed on the design-build or progressive designbuild project, including all conceptual, preliminary, or initial plans or specifications, shall be made accessible to all potential bidders or proposers for the proposed project. The Town has the right to cancel or amend a resulting design-build or progressive design-build project contract if the person or entity failed to disclose a conflict or potential conflict that it knew or should have known about, or if the person or entity provided information in its disclosure that is false or misleading.