HomeMy WebLinkAbout2014-06-17; City Council; 21638; Approve Critieria, Perfromance Specifications, Authorize Design Builder Request Proposals, Appropriate Funds Las Palmas Renovations Project 4702CITY OF CARLSBAD - AGENDA BILL 10
AB#
MTG.
DEPT.
21.638
6-17-14
PW-PEM
APPROVE SELEaiON CRITERIA AND PERFORMANCE
SPECIFICATIONS AND AUTHORIZE DESIGN BUILDER
REQUEST FOR PROPOSALS AND APPROPRIATE
ADDITIONAL FUNDS FOR LAS PALMAS
RENOVATIONS, PROJECT NO. 4702.
DEPT.DIRECTOR
CITY ATTY,
CITY MGR.
RECOMMENDED ACTION:
Adopt Resolution No. 2014-131 of the City Council of the City of Carlsbad approving
selection criteria and performance specifications and authorizing design request
and appropriating additional funds for renovations to the Las Palmas Property located at 2075 Las Palmas
ITEM EXPLANATION:
The City of Carlsbad owns the office building located at 2075 Las Palmas. This facility was used as city
offices until 2000, when those offices were relocated to the Faraday Center located at 1635 Faraday.
Since 2000, the Las Palmas facility has been leased out to a number of different companies. Las Palmas
was constructed in 1985, and staff has identified that both the roof and several heating and air
conditioning units (HVAC) have reached the end of their useful life. The roof replacement was originally
included as part ofthe FY 2013 Capital Improvement Program. Based on revised condition assessments,
and recognizing that the city is in negotiations with Mira Costa College to potentially establish a satellite
facility at the Las Palmas location, staff recommends moving forward with replacing the exiting HVAC
system as well.
Staff is requesting City Council authorization to solicit proposals for roof and HVAC replacement at the
Las Palmas Building using the design-build delivery method.
The proposed method of project delivery will follow Section 3.28.085 F.2 of the Carlsbad Municipal Code^
This method allows for selection of a design-build competition based on performance specifications and
a preliminary design. Selection of the design-build firm shall be based upon technical criteria,
methodology, and price, as defined in the Request for Proposal, Exhibit 4 and summarized m Table 1.
The performance specifications for the project were prepared by Atkins, the City's bridging consultant, a
design firm that is qualified to establish the City's design intent. Award ofthe design-bui d contract shall
be rnade to the design-builder entity whose proposal is judged as providing the best value meetmg the
interest ofthe city and meeting the objectives ofthe project.
Staff prepared the project request for proposals (RFP) entitled "Las Palmas Renovation Project Design
Build Team, Request for Technical and Pricing Proposals" (see Exhibit 4). The RFP will be distributed to
the two firms that have been pre-qualified for this project.
FOR CLERK USE.
COUNCIL ACrriON: APPROVED CONTINUEDTO DATE SPECIFIC •
DENIED • CONTINUEDTO DATE UNKNOWN •
CONTINUED • RETURNED TO STAFF •
WITHDRAWN • OTHER - SEE MINUTES •
AMENDED • REPORT RECEIVED •
DEPARTMENT CONTACT: Patrick McGarry at (760) 502-2739 or Patrick.McGarry(acarlsbadca.ROV
The design-builder team submittals will be scored and ranked according to the selection criteria and
maximum possible scoring as shown In Table 1 below.
TABLE 1- DESIGN BUILDER REQUEST FOR PROPOSALS SELECTION CRITERIA AND SCORING
Selection Criteria Maximum Possible Score
Qualifications ofthe Firm 88
Qualifications ofthe Team 64
Project Approach/Technical Specifications 60
Litigation History 20
Price Proposal (35% ofthe total score) 125
Total Maximum Score 357
City staff will evaluate the proposals and bring a final recommendation back to City Council for
consideration of a contract award later this year.
FISCAL IMPACT:
City Council previously appropriated $315,000 from the Infrastructure Replacement Fund for the roof
renovations at Las Palmas. Additional appropriations of $135,000 from the Infrastructure Replacement
Fund are being requested at this time to complete the HVAC renovations and exterior caulking as defmed
in the Facility Assessment Report. Table 2 below shows a project estimate for the roof and HVAC
renovations at Las Palmas.
TABLE 2- LAS PALMAS - PROJECT NO. 4702
TASK DESCRIPTION APPROPRIATED
TO DATE
ADDITIONAL
APPROPRIATION
REQUESTED
TOTAL PROJECT
ESTIMATE
Preliminary Design
(Bridging Consultant)
$45,000 $0 $45,000
Design/Build and staff
oversight
$270,000 $135,000 $405,000
TOTAL $315,000 $135,000 $450,000
ENVIRONMENTAL IMPACT:
The project is exempt from the California Environmental Quality Act (CEQA) per State CEQA Guidelines
Section 15302(c), concerning replacement or reconstruction of existing facilities involving negligible or no
expansion of capacity.
EXHIBITS:
1 Resolution No. 9ni^-i:^1 of the City Council of the City of Carlsbad approving selection
criteria and performance specifications and authorizing design builder request for proposals and
appropriating additional funds for renovations for Las Palmas, Project No. 4702.
2. Las Palmas Location Map. . j • DCD
3. Bridging Documents (Design Intent) prepared by Atkins (Bridging Consultant) - contamed m RFP as
Exhibit A.
4. Las Palmas Renovation Project Design Build Team, Request for Pricing Proposals (RFP).
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RFSOLUTION NO. 2014-131
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, TO APPROVE SELECTION CRITERIA AND
PERFORMANCE SPECIFICATIONS AND AUTHORIZE DESIGN
BUILDER REQUEST FOR PROPOSALS AND APPROPRIATE
ADDITIONAL FUNDS FOR LAS PALMAS RENOVATIONS, PROJECT
NO. 4702.
WHEREAS, the City of Carlsbad owns the office building located at 2075 Las Palmas; and
WHEREAS, this office building was constructed in 1985 and is now in need of roof and
HVAC system replacement; and
WHEREAS, roof replacement was included as part of the 2013 Capital Improvement
Program; and
WHEREAS, HVAC replacement was included in the City's Infrastructure Replacement
Plan for 2014-2015, and
WHEREAS, the city is in negotiations with MiraCosta College to potentially establish a
satellite facility at this location; and
WHEREAS, an additional $135,000 is needed to complete the required improvements to
accommodate any tenant, and
WHEREAS, staff recommends following Section 3.28.085 F.l ofthe Carlsbad Municipal
Code for selection of a design-build firm as the proposed method of project delivery using pre-
established selection criteria.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad,
California, as follows that:
1. The above recitations are true and correct.
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2. The Administrative Services Director is authorized to appropriate $135,000 from
the infrastructure Replacement Fund for roof and HVAC replacement as part of the Las Palmas
Renovation Project No. 4702.
3. Selection criteria and performance specifications are hereby approved for the
Las Palmas Renovations Project No. 4702.
4. The City Clerk is hereby authorized to solicit proposals for roof and HVAC
replacement at the Las Palmas Building using the design-build delivery method.
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PASSED, APPROVED AND ADOPTED at a Regular Meeting ofthe City Council ofthe City
of Carlsbad on the 17*^ day of June, 2014, by the following vote to wit:
AYES:
NOES:
Council Members Hall, Packard, Wood, Schumacher and Blackburn.
None.
ABSENT: None.
MATT HALL, Mayor
ATTEST:
BARBARA ENGLESON.
LOCATION MAP
NOT TO SCALE
PROJECT NAME
2075 LyAS PALMAS DRIVE
PROJECT
NUMBER
4702
EXHIBIT
2
PLOTTED BY: SCOTT EVANS PLOT DATE:e/3/14 PATH:D:\TIiANSPORTAVON DEPARTltENT\LOCAVON UAPS\470ZDm
7
Roof and HVAC Replacement Design-Builder RFP
EXHIBIT 4
City of Carlsbad
Project No. 4207
CARLSBAD
LAS PALMAS RENOVATION PROJECT
DESIGN BUILD TEAM
Request for Proposals
Contract No. 4207-2
PWDB14.53PEM
RFP SUBMITTAL DATE/LOCATION: JULY 8,2014 - 2:00 p.m.
Contract Administration
Kevin Davis
City of Carlsbad Office
1635 Faraday Avenue
Carlsbad, CA 92008
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Roof and HVAC Replacement Design-Builder RFP P^^c^ Na 4207
Project: Las Palmas Renovations Project
TART FOF CONTENTS
I. GENERAL f 4 A. Project Description 4
B. Scope Of Work 4
C. Project Objectives
D. Selection Process - Design Build Delivery ^
1. Summary of Selection Criteria Scores
2. Availability of the Technical and Pricing Proposal ^
3. Submittal Procedures g
E. Design Build Process f.
F. Proposal Preparation, Submittal Evaluation and Contract Award Process o
G. Project Schedule
g
il. DB Team information "
A. Entity Submitting this Proposal: Company Name and Address °
B. Contact Infonnation „
C. Entity Submitting this Questionnaire ^
D. Type of Business Organization ^
E. Licenses g
1. Design Build Contractor „
2. Key Subcontractor A: HVAC Subcontractor •
3. Key Subcontractor B: Roofing Subcontractor
4. Design Firms (Architects and Engineers)
III. Insurance
IV. Experience Modifier Rate
V. REQUIRED COMPLETED ATTACHMENTS
VI. KEY PERSONNEL
.10
.12
.13
.13
.14 VII. Claims History
A. OWNER AGAINST CONTRACTOR CLAIM
B. CONTRACTOR AGAINST OWNER CLAIM
VIII. DECLARATION
APPENDIXES
Exhibit A - Design Intent Bridging Documents - pdf file
Exhibit B - Evaluation Score-sheet - excel spread-sheet
Exhibit C - Design Build Contract - pdf file
Exhibit D - General Conditions to the Design Build Contract - pdf file
Exhibit E - Special Conditions to the Design Build Contract - pdf file
Exhibit F - Proposal Form - Word file
Exhibit G - Bid Bond - Word file
Exhibit H- Involuntary and Voluntary Changes to the RFP
.17
Page2of17 ^
Roof and HVAC Replacement Design-Builder RFP C^of Car/sfcad
Appendix A - Rafing Procedures - pdf file
Appendix B - Locafion Plan - pdf file
Appendix C - Price Proposal Submittal Requirements - pdf file
ADDENDUM
Page 3 Of 17 ID
Roof and HVAC Replacement Design-Builder RFP P^S^cf wf4207
I. GENERAL
A. PROJECT DESCRIPTION
The Citv of Carlsbad ("city") is located about 35 miles north of the City of San Diego on the Southem
California coast, where a great climate, beautiful beaches, lagoons and abundant natural open space
with world class resorts, family attracfions. well-planned neighborhoods, a diverse business sector
and a charming village atmosphere combine to create the ideal California expenence Covenng
nearly 42-square miles, the city is approaching build out and is currently home to nearly 107,000
residents. Carlsbad is a Charter City and is not required to comply with the Prevailing Wage Act. The
city is served by SDG&E for gas and electric services.
The following request pertains to the design, construction and installation of HVAC, roofing and exterior
caulSg at the Citys building located at 2075 Las Palmas. Pre-qualified fimis with design build
SpeTence have been invited to present proposals. This RFP does not commit the city to award a
contract, to pay any costs incurred in the preparation of submittals to th.s request, or to procure or
contact for seJvices or supplies. The city reserves the right to accept or reject any or all subm ttals
received as a result of this request, to negotiate with any qualified source, or to cancel in part or entirely
the RFP.
B. SCOPE OF WORK
This project includes designing, permitting, installing and commissionirig of HVAC
renovations/replacement, roof replacement, and exterior caulking. The City's Design Intent (scope of
work) is more clearly defined in the Bridging Documents provided in Exhibit A.
C. PROJECT OBJECTIVES
Sen/ices required of Design/Build Teams (DBT) include providing design, installation and
commissioning of a cost-effective HVAC solution and installation of energy efficient roofing and
building caulking.
D. SELECTION PROCESS - DESIGN BUILD DELIVERY
The City of Carlsbad intends to evaluate DBT price proposals and will complete an objective score for
each submittal. This score will be combined with the prior qualification score. The firm with the highest
score will be selected.
Exhibit "A" represent the Basis of Design and is the city's intent. Exhibit B represents the Evaluafion
iSre-sheet (excel file). Exhibits C, D, and E are the Cit/s Design ^uild Agreement and Con^^^^^^^^^^
Bidders are allowed to submit substitutions, changes, improvements, allowarices, clarifications and
assumptions (voluntary and involuntary) regarding the design or agreement Use the form provided
fn Exhibit H to express any voluntary or involuntary changes. Requests for ^^^^'^^^^^'^^^^'^^^
procurement must be submitted in writing. No substitutions or design changes will be allowed after
selection ofthe Design Builder unless the city approves the substitution/change.
This project will be delivered in full compliance with the city's Design Build Method One. as outlined in
the Carlsbad Municipal Code Section 3.28.085, titled "Design-Build Contracts."
The DBT with the lowest price will receive the maximum points allowed. Approximately 35% of the
total maximum score (125 points) is dedicated to the price. All other proposals shall be scored on
a sliding scale, using the following formula:
Page 4 of 17 t'
Roof and HVAC Replacement Design-Builder RFP City of Carlsbad
Project No. 4207
125-P
Where P = the ratio of the lowest price compared to the higher price.
= [(higher price - lowest price) / (lowest price)] x 100
1. Summary of Selection Criteria Scores
The table below is the summary of selection criteria and scores:
Selection Criteria Maximum Possitiie Score
Qualifications of the Finn 88
Qualrficatioris of the Team . 64
Project Approach 60
Litigation History 20
Price Proposal 125
Total Maximum Score $57
3.
Availability ofthe Technical and Pricing Proposal
Proposal documents will be available on the City of Carlsbad's website www.carlsbadca.flOv.
Questions regarding the scope of the work for this project must be submitted in wnting to: (deadline
for questions is per paragraph G).
Patrick McGarry, Civic Projects Manager
405 Oak Avenue
Carlsbad, CA 92008
Patrick.mcaan-v(3)carlsbadca.qov
Submittal Procedures
DB Teams must submit a completed Pricing Proposal and all required Exhibits. The city is not
responsible for any costs that DB Teams may incur to complete the submittal process. All
applicable portions of the attached fomis shall be ^o^^P'fJf^ with att^^^^^^
provided on the forms is not sufficient FAILING TO CLEARLY PRESENT ALL pF JHE
RESUESTCD INFORMATION. OR FAIUNG TO BE IN THE FORMAT REQUESTED MAY BE
CONSIDERED NON RESPONSIVE AND MAY BE REJECTED ON THAT BASIS. Each copy of
the submittal must be complete and fully responsive to the requirements of the RFP. The city
reserves the right to waive any minor irregularity or informality in the questionnaire.
One (1) Original and One (1) electronic copy of the RFP response must be received at the
location, date and time published on the cover ofthis document.
DB Team shall assume full responsibility for timely delivery at the address designated for receipt of
Questionnaires. NO PROPOSALS WILL BE ACCEPTED AFTER THE DUE DATE AND TIME.
For information review the city's Website at wvtfw.carlsbadca.qov
Page 5 of 17
Roof and HVAC Replacement Design-Builder RFP City of Carlsbad
Project No. 4207
E. DESIGN BUILD PROCESS
The successful DB Team will be responsible for retaining qualified design professionals to provide
complete construction documents and related work including permits required to construct the project
as described and specified in the Contract Documents. The project will include the supply of all
materials equipment and labor for installation, testing, commissioning, training, warranties and as-
built documentation. The as-built drawings shall be certified and stamped by a registered professional
and be provided in both written and electronic format. The DB Team will control costs and will be
responsible for the time schedule and may self-perform certain work.
The successful DB Team will provide both design and construction services. The entity that provides
these services is the DB Team, but the actual structure of the entity is at the discretion of each DB
Team Each member of the DB Team shall comply with the laws of the State of California, applicable
to such firms. The DB Team shall hold all required licenses and the DB Team entity shall be the
financially responsible entity for bonding and insurance.
Any design firms or individual consultants previously retained by the city to assist in the design,
development of criteria or preparation of the request for proposal shall not be eligible to participate in
the compefition with any design/build entity.
In order to provide the city with the most qualified DB Teams, the prime contractor shall not require
exclusivity for the key subcontractors and key design consultants. Failure to comply with this provision
may result in disqualification.
Substitution of key subcontractors and design consultants after the selection process may result in
disqualification, unless approved by the city.
F. PROPOSAL PREPARATION. SUBMITTAL EVALUATION AND CONTRACT AWARD PROCESS
The steps leading to contract award is summarized as follows:
1. City issues Request for Pricing Proposals
2. Pricing Proposal is submitted before the established deadline
3. Public bid opening of price proposals on Published Due Date
4. City conducts an evaluation of Pricing Proposals
5. Determination of the best value proposal per the rating and evaluation process
6. Final clarifications of the terms and conditions of the proposal/agreement
7. City Council Approval of Award to recommended Design/Builder
8. Contract award/Notice to Proceed
G. PROJECT SCHEDULE
The Project will proceed upon selection and award of the Contract. Liquidated damages shall be
assessed for each calendar day the DB Team does not complete the project within the Contract Time.
The anticipated contract period is 4.5 months from the Notice to Proceed.
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Roof and HVAC Replacement Design-Builder RFP P^o/^cf ^^4207
The following tentative schedule has been prepared for this project and is subject to change, upon the
sole discretion of the City of Carlsbad:
Council approval of Selection Criteria June 17, 2014
issue RFP June 18, 2014
Response to RFP due July 8, 2014
Formal City Council Award -^^'V 22. 2013
Notice to Proceed August 21. 2014
Phase 1 & 2 Approval September 21, 2014
Phase 3 Approval October 1, 2014
Substantial Completion December 15, 2014
Final Completion December 31, 2014
Page 7 of 17
Roof and HVAC Replacement Design-Builder RFP City of Carlsbad
Project No. 4207
II. DB TEAM INFORMATION
All Information requested must be furnished on the forms provided below and must be completed
order to qualify. If more room is need to answer the question a supplemental single page may in
be added to the forms.
A. ENTITY SUBMITTING THIS PROPOSAL : COMPANY NAME AND ADDRESS
Company Name:
Telephone Facsimile
Street Address:
Street Address City & State Zip Code
B. CONTACT INFORMATION
Contact Person #1:
Name, Tifie
C. ENTITY SUBMITTING THIS QUESTIONNAIRE
Parent Company: • Subsidiary: • Other: •
Branch Office: • Division: •
D. TYPE OF BUSINESS ORGANIZATION
Corporation: • State of Incorporation:
Partnership: • Joint Venture: •
Sole Proprietorship: • Other: •
Telephone Email
(Please list)
(Please list)
If a corporation, organized under the laws of the state of:
If a partnership (Only partnerships that are a legal entity will be considered), provide the following
information:
Date of Organization: General: • Association •
Copy of legal document demonstrating the partnership is a legal entity and copy of partnership operating
agreement.
Name and complete legal address of each general partner:
(Partner's Name)
(Partner's Name)
(Legal Address)
(Legal Address)
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Roof and HVAC Replacement Design-Builder RFP City of Carlsbad
Project No. 4207
E. LICENSES
The Contractor and Key Subcontractors of the DB Team must have current and active California State
Contractor's licenses Classification for this Project.
Minimum License requirements are as follows:
CSLB LICENSE CLASS B,
C-20 HVAC
C-39 Roofing
All licenses must be maintained in current and active status throughout the project.
1. Design Build Contractor
The DB Contractor must have a current and active California State Contractors license "B" General
Building Contractor Classification for this Project.
Does your firm have the required current and acfive California State Contractors license?
YesD NoD
Name of Licensee as it appears on record with the California Contractors State License Board:
License No. Issue Date: Expiration Date:
License Class/Classes:
Description of Classification(s): _^—
Description of Certification(s):
For Joint Venture: List Joint Venture's license information above as the Design Builder and the
license information for all Joint Venture partners below:
(Exact Name of Licensee as it appears on record with the Califomia Contractor's State License Board)
License No. Issue Date: Expiration Date:
License Class/Classes:
Description of Classification(s):
Description of Certification(s): ^ —
2. Key Subcontractor A: HVAC Subcontractor
The Key Subcontractor A must have a current and active California State Contractor's license with a
"C-20" Contractor Classification for this Project
Does your fimi have the required current and acfive California State Contractors license?
YesD NoD
Name of Licensee as it appears on record with the California Contractors State License Board:
License No. Issue Date: Expiration Date:
License Class/Classes:
Description of Classification(s):
Page 9 of 17
Roof and HVAC Replacement Design-Builder RFP City of Carlsbad
Project No. 4207
Description of Certification(s):
3. Key Subcontractor B: Roofing Subcontractor
The Key Subcontractor B must have a current and active Califomia State Contractor's license with
the "C-39" Contractor Classification for this Project.
Does your firm have the required current and active California State Contractors licenses?
YesD Hon
Name of Licensee as it appears on record with the California Contractors State License Board:
License No. Issue Date: Expiration Date:
License Class/Classes:
Description of Certification(s):
4. Design Firms (Architects and Engineers)
Architect/Engineer of Record
Finn/Person
Name:
Street Address:
Telephone Facsimile
Street Address City & State Zip Code
Provide the name of the Architect/Engineer of Record to be used on the Project:
Name, Titie License Number
III. INSURANCE
The successful DB Team primary entity for this Project will be required to fumish certificates of insurance on
city's form evidencing that it shall fumish and maintain Commercial Form of General Liability, Excess Liability
(if applicable) Business Automobile Liability, Professional Liability, Pollution Liability and Wori<ers
Compensafion insurance in the amounts below. The DB Team Design Builder's insurance shall, by
endorsement to the policies and the Certificates of Insurance name The City of Carisbad, its Agents,
Employees and Contractors, as additional insured.
The insurance required for Commercial Fomn General Liability, Excess Liability. Business Automobile
Liability. Professional Liability and Pollution Liability Insurance shall be issued by companies with a Best
Page 10 of 17 ^
Roof and HVAC Replacement Design-Builder RFP City of Carlsbad
Project No. 4207
rating of A- or better and a financial classification of VIII or better (or an equivalent rating by Standard & Poor
or Moody's) written for not less than the following:
Minimum
COMMERCIAL FORM GENERAL LIABILITY INSURANCE - Limits of Liabilitv Requirements
Each Occurrence - Combined Single Limit for Bodily Injury and Property Damage: $ 1.000.000
Products-Completed Operations Aggregate: $1.000,000
Personal and Advertising Injury: $1.000,000
General Aggregate: $2,000.000
Minimum
Requirements
BUILDER'S RISK INSURANCE $2,000,000
Minimum
DB TEAM'S PROFESSIONAL LIABIUTY - Limits of Liabilitv Requirement
Eacf? Occurrence - Professional Liability $1,000,000
General Aggregate: $2,000,000
Minimum
BUSINESS AUTOMOBILE LIABILITY INSURANCE - Limits of Liabilitv Requirement
Each Accident - Combined Single Limit for Bodily Injury and Property Damage: $1,000,000
Minimum
POLLUTION LIABILITY INSURANCE - Limits of Liabilitv Requirement
$1,000,000
Insurance required for Woriters' Compensation and Employer's Liability Insurance shall be issued by
companies that have a (i) Best rating of B+ or better and a financial classification of VIII or better (or an
equivalent rafing by Standard & Poor or Moody's) or (ii) that are acceptable to the city. Such insurance
shall be written to be not less than (as required by Federal and State of Califomia law).
A "No" Answer to the question below will subject the DB Team to disqualification.
Is your firm able to obtain the above insurance in the limits and ratings stated from the
Require companies? Yes • No D
If "yes", provide notarized declaration(s) from vour insurance aaent/broker/carrier stating that
your firm is able to obtain insurance coverage in the limits and ratings stated above from the
insurance companies required for this Project.
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Roof and HVAC Replacement Design-Builder RFP City of Carlsbad
Project No. 4207
IV. EXPERIENCE MODIFIER RATE
List your company's Wortcers' Compensation Experience Modifier Rate for the past five years:
2009: 2010: 2011: 2012: 2013
Submit a letter from vour Workers' Comoensation carrier showing your Experience Modifier rate for
the last five years.
If the Modifier Rate has been above 1.0 for five or more of the past five years, provide an explanation,
including dates:
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Roof and HVAC Replacement Design-Builder RFP City of Carlsbad
Project No. 4207
V. REQUIRED COMPLETED ATTACHMENTS
1. Notarized Statement from Surety stating (reference Section II.F - Financial Capability):
a. current available bonding exceeds the project Estimated Construction Cost;
b. total bonding capacity;
c. Surety(ies) proposed to be used on the project is an admitted surety insurer as defined in the
California Code of Civil Procedure Section 995.120;
d. Surety (ies) acknowledges its intent to provide bonding of the Project in the event Contractor is
awarded the Project.
2. Notarized declaration from your insurance agent/broker/carrier stating that your firm can obtain
insurance coverage in the required limits and ratings forthe project (reference Section II.F - Insurance).
3. Insurance Certificate (reference Section II.F - Insurance).
4. Letter from Workers' Compensation carrier evidencing your EMR for the last five years (reference
Section IV - Experience Modifier Rate).
VI. KEY PERSONNEL
Resumes for Proposed Key Personnel
Submit resumes for the following key members of your staff who will be assigned to this project
1. Construction Project Manager (for contractor and each Major Subcontractor)
2. Project Engineer (for contractor and each /Major Subcontractor)
3. Superintendent (for contractor and each/Major Subcontractor)
Resumes sliall include the following:
1. Job tities and functions
2. Credentials, including COM. LEED AP or GA. etc.
3. Number of years the staff member has been with the firm
4. Educational background
5. A list of completed comparable sized projects similar to the requirements Iisted in Section III
6. Employment history
7. Client references
8. Project Management Training (i.e. Computer Software Applications)
9. Percentage of time the staff member will be committed to this project.
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Roof and HVAC Replacement Design-Builder RFP City of Carlsbad
Project No. 4207
VII. CLAIMS HISTORY
Submit information for ALL of the Contractor's
local, regional, national offices as well as their corporate parent companies, as applicable.
A. OWNER AGAINST CONTRACTOR CLAIM
Provide the information requested below for the entity listed in Item N.A or any Parent
Companies/Corporations that are owners or part owners of the entity listed in Item
Complete a separate FORM A - OWNER AGAINST CONTRACTOR CLAIM tabulation sheet for all
claims seeking compensation, damages and/or penalties of $50,000 or more arising from or relating to
Contractor's alleged poor workmanship, incomplete performance, defective work, unexcused delays in
completion (liquidated damages), asserted by an owner and/or Performance/Payment Bond sureties
against the Contractor within the last ten (10) years which are currently pending or were resolved with
the result that Contractor, its surety or insurer was required to pay to owner, or was assessed a deduction
in the contract price by owner, an amount of 40% or more of the highest amount sought by the claim.
Such claims consist of those which are pending, or were resolved by a final decision in an arbitration or
lawsuit, or in mediation.
A signature by the Contractor's sole proprietor, general partner, or corporate officer is required
on Form A. If signed by other than the sole proprietor, a general partner or corporate officer,
attach original notarized power of attorney or corporate resolution.
B. CONTRACTOR AGAINST OWNER CLAIM
Provide the information requested below for the entity listed in Item II.A or any Parent
Companies/Corporations that are owners or part owners ofthe entity listed in Item II.A.
Complete a separate FORM B - CONTRACTOR AGAINST OWNER CLAIM tabulation sheet for all
claims seeking $50,000 or more for compensation in excess of the contract amount (inclusive of the
value of agreed-upon change orders), damages and/or penalties asserted by Contractor against an
owners within the last ten (10) years, which are cun-ently pending or were resolved with the result that
Contractor received 60% or less of the highest amount sought by the claim. Such claims consist of
those which are pending, or were resolved by a final decision in an art)itration or lawsuit, or in mediation.
"Claim" as used in this section does jiot include either: (a) agreed-upon contract change orders; or (b)
stop notices or litigation to enforce stop notices, but does include subcontractor claims ("pass through"
claims) even if the contractor had no interest in the claim.
A signature by the Contractor's sole proprietor, general partner, or corporate officer is required
on Form B. If signed by other than the sole proprietor, a general partner or corporate officer,
attach original notarized power of attorney or corporate resolution.
Page 14 of 17
2.
Roof and HVAC Replacement Design-Builder RFP City of Carlsbad
Project No. 4207
OWNER mmmr^mmm^^^^im
FORMA
Use one Form per Lawsuit or Arbitration
(Make Copies as Needed)
Case Name and Number including Name and Location of Court or Arbitration Service:
Date Arbitration or Litigation Commenced:
Project Name:
Project or Contract Number:
Project Location:
Street Address City & State Zip Code
Name of Owner:
Contact Person: Telephone:
Name & Titie
Highest Amount Sought for All Claims: $
(Amount in Figures)
Amount Recovered: $
(Amount in Figures)
Method of Resolution (Check One): Judgment • Arbitration Award: • Litigation: •
Settled by Contracting Parties without Litigation or Arbitration: •
Other: • List:
Date of Claim Resolution:
Basis for Claim:
If the lawsuit or artsitration was resolved for more than 40% of the highest amount sought for all claims,
state why the lawsuit or arbitration should not be considered a meritorious lawsuit or arijitration filed by
an owner against Contractor and/or persons or entities associated with Contractor:
My signature below signifies my declaration that the answers provided on this Form A are true and conect.
Contractor's Signature:
Printed Name & Titie:
If signed by other than the sole proprietor, a general partner or corporate officer, attach
originai notarized power of attorney or corporate resolution.
Page 15 of 17
Roof and HVAC Replacement Design-Builder RFP
CONTRACTQR AGAINST OWNER CLAIM
FORM B
City of Carlsbad
Project No. 4207
Use one Form per Lawsuit or Arbitration
(Make Copies as Needed)
Case Name and Number including Name and Location of Court or Arbitration Service:
Date Arbitration or Litigation Commenced:
Project Name:
Project or Contract Number:
Project Location:
Street Address City & State Zip Code
Name of Owner:
Contact Person: Telephone:
Name & Titie
Highest Amount Sought for All Claims: $
(Amount in Figures)
Amount Recovered: $
(Amount in Figures)
Method of Resolution (Check One): Judgment • Arbitration Award: • Litigation: •
Settled by Contracting Parties without Litigation or Arbitration: •
Other: • List:
Date of Claim Resolution:
Basis for Claim:
If the lawsuit or arbitration was resolved for less than 60% of the highest amount sought for all claims, state
why the lawsuit or arbitration should not be considered a meritorious lawsuit or artjitration filed by an owner
against Contractor and/or persons or entities associated with Contractor:
My signature below signifies my declaration that the answers provided on tiiis Form B are tme and comect.
Contractor's Signature:
Printed Name & Titie:
If signed by other than the sole proprietor, a general partner or corporate officer, attach
original notarized power of attorney or corporate resolution.
Page 16 of 17
Roof and HVAC Replacement Design-Builder RFP
VIII. DECLARATION
DECLARATION
City of Carlsbad
Project No. 4207
hereby declare that I am
the
Printed Name
of
Titie
submitting this Questionnaire; that 1
Company Name
am duly authorized to execute this Questionnaire on behalf of the DB Team; and that all infomiation set
forth in this Questionnaire and all attachments hereto are. to the best of my knowledge, true, accurate and
complete as of its submission date.
I declare, under penalty of perjury, that tiie foregoing is true and connect and tiiat this declaration was executed
at Countyof
Location and City County
State of on
State Date
Signature
Printed Name
If signed by other than the sole proprietor, a general partner, or corporate officer, attach
original notarized power of attorney or corporate resolution.
Page 17 of 17
Exhibit A
2075 LAS PALMAS DRIVE
CARLSBAD, CALIFORNIA
CITY OF CARLSBAD
LAS PALMAS RENOVATION PROJECT
BASIS OF DESIGN
June 6,2014
ATKINS
12301 Wilshire Boulevard
Suite 430
Los Angeles CA 90025
-2^
Sections
I. INTRODUCTION
II. Architecture
III. Civil
IV. Mechanical Systems
V. Structural
Introduction
2075 Las Palmas in Carlsbad, CA, is an existing, currently unoccupied, one story office building
that shall be converted to classroom use. The building is comprised of approximately 23,600
gross square feet.
The roofing system and insulation shall be replaced, unused vents shall be removed and waterproofed,
curbs shall be examined structurally and rebuilt if necessary and salvaged if usable. Unused curbs shall
be removed.
Seventeen existing package units and one split system provide approximately 88 tons of cooling to the
building. Of the existing units, seven will be reused providing approximately 38 tons of cooling. The
other ten package units and the one split system condensing unit will be demolished and removed and
replaced by ten new package units to provide the remaining 50 tons of cooling. The one existing exhaust
fan shall remain. Unused units shall be removed.
Structural analysis shall be performed and deteriorated sheathing shall be replaced after inspection.
Sealants and gaskets throughout exterior shall be removed and replaced.
Skylights shall be removed and replaced.
II. Architecture
A. 48mil PVC membrane roof shall be installed with new rigid insulation. New curbs shall be built for
new package units and shall be coordinated with structural system. Existing curbs shall also be examined
structurally, and shall be waterproofed if they can be salvaged. Unused vents shall be removed and
waterproofed, and condensate lines shall be appropriately mounted to roof. Rigid roof insulation shall
be removed and replaced. New skylights, roof hatch, and ladder at roof hatch shall be provided. Proper
flashing, reglets, accessories and appurtenances shall be provided per manufacturer's
recommendations.
Sealant between walls and between wall and window are deteriorating and shall be removed and
replaced.
B. Codes and Standards:
1. CaHsbad City Municipal Code
2. The California Building Code
3. Underwriters Laboratories, Inc. - Northbrook, IL
4. Minimum wind requirement s of ASCE 7
5. ASTM D751 membrane thickness meets or exceeds 48mil
C. Roofing Design Criteria
Provide a Class A roof or rated 48 mil PVC membrane roof, heat weldable, with internal fiberglass mat
reinforcement, with laquer coating, with compatible heat weldable figerblass mat flashing containing
ultraviolet light stabalizers and flame retardant. as required and meet the following requirements:
ASTM
Overall Thickness, mil D638 48
Reinforcing Material Fiberglass
Thickness Above Scrim, mil 24
Felt Weight, oz/yd2 9
Tensile Strength min. D638
1500 Machine Direction, psi 1500
Cross Direction, psi 1500
Elongation at Break, min. D638
250 Machine Direction, % 250
Cross Direction, % 220
Seam Strength min., (% of original)* D638 Pass
Retention of Properties After Heat Aging D3045
Tensile Strength min., (% of original) D638 Pass
Elongation min., (% of original) D639 Pass
Tearing Resistance (M.D.) min., Ibf (N) D1004 15(67)
Low Temperature Bend -40 °F (-40 °C) D2136 Pass
Accelerated Weathering Test G154 10,000
(Florescent Light, UV exposure). Hours
10,000
Cracking (7x magnification) None
Discoloration (by observation) Negligible
Crazing (7x magnification) None
Linear Dimensional Change (CD.), % D1204 -0.02
Weight Change After D570 2.4
Immersion in Water, %
Static Puncture Resistance, D5602 Pass
33 Ibf (15 kg)
Dynamic Puncture Resistance, D5635 Pass
7.3ft-lbf(10J)
Alternate 1: TPO Roof 45mil, thermoplastic polyolefin roof, fully adhered, self adhered and ballasted
system. Seams are welded. A smooth type, polyester scrim reinforced thermoplastic polyolefin
17
membrane, for use as a single ply roofing membrane. Meets or exceeds the minimum requirements of
ASTM D-6878. UL Listed, FM Approved, Dade County Product Approval, Florida Building Code Approved.
Alternate 2: Modified Bitumen Roof, constructed of modified asphalt, with a granule mineral surface
and elastomeric coating, and must meet or exceed ASTM D6222, Grade G:
Tensile Strength @ 0°F (min), Ibf/in ASTM D5147 90
Elongation @ 0°F (min), % ASTM D5147 15
Low Temperature Flexibility (max), °F ASTM D5147 32
Tear Strength (min), Ibf ASTM D5147 80
Dimensional Stability, (max) % ASTM D5147 0.5
Flashing Design Criteria
A 60 mil (1.5 mm) fiberglass reinforced membrane, for flashing pipes, corners, and unusual shaped
penetrations.
Rigid Insulation Design Criteria
A 20 or 25 psi rigid polyisocyanurate insulation board with integrally laminated heavy, durable, and
dimensionally stable coated polymer bonded glass fiber mat facer. Glass mat facers CANNOT be used
with hot-applied systems.
A SEPARATION LAYER OF POLYISOCYANURATE, GYPSUM, OR APPROVED SLIP SHEET MUST BE PLACED
BETWEEN THE STYRENE BOARDS AND MEMBRANE.
III. Civil
A. The civil scope of work includes a 2" ac grind and overiay ofthe existing parking lot, and the restriping
of all parking stalls. No elevation changes will be made to the parking lot as part of the resurfacing. The
parking lot will include 47,750 SF of grind and overiay, and the restriping of 127 parking stalls including 4
ADA stalls.
In addition to the restriping, the contractor shall perform a site investigation ofthe current drainage
patterns of the property. Any areas of the site that are releasing storm water into the adjacent
properties, as well as areas where sediment transport are evident on the site shall be noted. Contractor
shall repair minor sediment transport issues using redwood headers or barriers to prevent sediment
from being transported offsite. If large scale runoff from the site is traveling to adjacent properties, the
Contractor shall notify the City prior to any work in the area.
B. Codes and Standards:
1. Carisbad City Municipal Code
2. The California Building Code
C. Contractor shall perform a detailed investigation ofthe property to determine the existing drainage
patterns of the site and the locations where stormwater is currently existing the property, either
overland flow or within a storm drain system. If any drainage pattern is found to be releasing
stormwater into an adjacent property, then the contractor shall provide the services listed in 2 and 3. If
no stormwater is found to be existing onto adjacent properties, then the contractor shall submit a
report certifying that the inspection was performed and listing the current areas of discharge from the
site.
If the contractor determines that stormwater is being released onto adjacent properties, the contractor
shall notify the City and furnish all design services and obtain all necessary agency approvals to engineer
or design a fix that will stop the flow of stormwater onto adjacent properties.
The contractor shall construct all drainage or site improvements and furnish all necessary equipment
identified by the design services to correct the stormwater discharge onto the adjacent properties.
IV. Mechanical
A. Ten new, high efficient, roof mounted, electric packaged heat pumps ranging in size from 3 tons to 8.5
tons shall provide approximately 50 tons of cooling and heating. These units shall use Puron (R-410A) a
s refrigerant. The units shall have high efficiencies (minimum 12 EER or 15 SEER) as listed on the equipm
ent schedule. The quality of the indoor air shall be controlled by a minimum of MERV 8 air filters on eac
h fan-coil. Vibration isolation and lined ducts shall be provided to control noise. HVAC controls shall be
provided by programmable thermostats, one specified per unit.
B. Codes and Standards
1. The Carisbad City Municipal Code.
2. The California Building Code.
3. The California Mechanical Code.
4. American Society for Testing Materials (ASTM National Fire Protection Association (NFPA).
5. American Society of Heating Refrigeration and Air Conditioning Engineers (ASHRAE).
6. American Society for Testing and Materials (ASTM).
7. American National Standards Institutes (ANSI).
8.Sheet Metal and Air Conditioning Contractors' National Association (SMACN)
g.American Society of Mechanical Engineers (ASME).
10. Air Conditioning and Refrigeration Institute (ARI).
C. Mechanical Design Criteria (see Table 1)
Load Calculations shall be performed by qualified design-builders using the following criteria:
Summer outdoor design conditions: 95°F dry bulb, 68°F wet bulb
Winter outdoor design conditions: 34°F dry bulb
Indoor design conditions: 74°F, 50%RH cooling; 70°F heating
Internal heat gain assumptions
Space Lighting Load Plug
Load
Occupant Load
Lobby 1.5W/Sq. Ft. 0.5 W/Sq Ft. 250 Btuh
Sensible
200 Btuh Latent
Office 1.1 W/Sq. Ft, 2.0 W/Sq. Ft. 245 Btuh
Sensible
155 Btuh Latent
Support Rooms
(Machine/Storage/
Restrooms)
0.6W/Sq. Ft. 0.5 W/Sq. Ft. 0 Btuh Sensible
0 Btuh Latent
Kitchen 1.6 W/Sq. Ft. 7.0 W/Sq. Ft. 250 Btuh
Sensible
206 Btuh Latent
Classrooms 1.2W/Sq. Ft. l,0W/5q. Ft. 245 Btuh
Sensible
155 Btuh Latent
Retail 1.6W/Sq. Ft. l,0W/5q. Ft. 250 Btuh
Sensible
250 Btuh Latent
Machinist
Classrooms
1.2 W/Sq. Ft. 2.0 W/Sq- Ft. 275 Btuh
Sensible
475 Btuh Latent
Sequence of Operations
The HVAC will be scheduled to run on load demands during occupancy.
Each air-conditioning unit will be connected to a thermostat
for individual room control, with preset set points only accessible to Staff.
Noise Control: The systems shall be designed to meet the noise criteria indicated:
a. Office space: NC30
b. Lobby: NC40
c. Classrooms: NC40
d. Retail: NC60
e. Machinist Classrooms: NC60
f. Kitchen: NC40
g. Service & Support Areas: NC 40
V. Structural
A. The roof sheathing shall be inspected to determine if removal and replacement is necessary. Full
structural calculations shall be performed to determine the needs of the new package units at roof and
location shall be coordinated so that the units are supported properly. The locations of the existing roofs
shall also be examined. The equipment pads shall also be coordinated with Mechanical.
B. Codes and Standards:
1. Carlsbad City Municipal Code
2. The California Building Code
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CARLSBAD Exhibit B
Las Palmas Renovations
Project No. 4207
AGREEMENT
THIS AGREEMENT is made as of the {
Carlsbad (the "City"),
} day of { }, 20{ }, between THE City of
whose address for notices Is: The City of Carlsbad
1200 Carlsbad Village Drive
Carlsbad, CA 92010
and Design Builder: {Name}
whose address for notices is: {Street Address}
{City, State, Zip}
for the Project: Las Palmas Renovations
City's Responsible Administrator: Steven Sarkozy
City Manager
City's Representative is: Joe Garuba or his Designee
Municipal Projects Manager
whose address for notices is: 1835 Faraday
Carlsbad, CA 92008
The City and Design Builder hereby agree as follows:
ARTICLE 1 WORK
Design Builder shall provide all work required by the Contract Documents (the "Work"). Design Builder
agrees to do additional Work arising from changes ordered by the City pursuant to Article 7 of the General
Conditions. The Work will be performed in Phases Identified as follows:
Phase 1 - Preliminary Design
Phase 2 - Construction Documents
Phase 3 - Construction
ARTICLE 2 OPTIONS
The City may exercise its option for performance of the Work under Phases 2 and 3 by providing a written
Notice to Proceed to the Design Builder for performance under either or both of the Phases. The Option
for Phase 3 may be exercised not later than 30 days after the expiration of Phase 2 Time or the acceptance
by the City of the Construction Documents under Phase 2, whichever is later. If Design Builder has
June 6, 2014 Agreement
^ r A RI <;RA n Exhibit B v-/-\r\i_ jL>rM_/ i_g^ Palmas Renovations
Project No. 4207
complied with all other terms of the Contract and the City falls to exercise its Option for Phase 3 by such
calculated date, the Design Builder agrees that a time extension will be its sole and complete remedy for
any damage or loss incurred as a result of the delay in exercising said Option for Phase 3.
The City's "OPTIONS" rights under this Article 2 are independent of the "Termination for Convenience"
rights as set forth in Article 13, section 13.4 of the General Conditions.
The City retains the right to terminate this Contract for convenience at any time in accordance with Article
13 of the General Conditions.
ARTICLE 3 CONTRACT DOCUMENTS
"Contract Documents" means the Advertisement For Design Builder Prequalification. Request for
Proposals, Pricing Proposal Form, Proposal Evaluation Process, Project Directory, Preliminary Schedule,
Bid Bond, Design Builder's Proposal, Notice of Selection As Apparent Best Value Proposal, this Agreement,
General Conditions, Supplementary Conditions, , CAD and BIM Standards, City Standards and Design
Criteria, Scope of Work, General Requirements (Division 01), Specifications (Divisions 02-33), Design
Professional Rate Schedule for Additional Services, City Furnished Information, Standard Contract Forms
(Exhibits), List of Drawings, Project Drawings, Addenda, Notice to Proceed, Change Orders, Notice of
Completion, and all other documents identified in this Agreement that together form the contract between
the City and Design Builder for the Work (the "Contract"). The Contract constitutes the complete
agreement between the City and Design Builder and supersedes any previous agreements or
understandings.
ARTICLE 4 CONTRACT SUM
Subject to the provisions of the Contract Documents the City shall pay to Design Builder, for the
performance of the Work, $ {AMOUNT IN FIGURES}, the "Contract Sum" (See 1.1.21 of the General
Conditions), for Phases 2 and 3.
ARTICLE 5 CONTRACT TIME
The time allowed for the completion of Phase 1 shall be as follows:
Phase 1 - TBD days
The time allowed for the completion of Phase 2 shall be as follows:
Phase 2 - Design Builder shall commence the Work for Phase 2 on the date specified in the Notice to
Proceed for Phase 2 and fully complete the Work within TBD days, the "Phase 2 Time."
The time allowed for the completion of Phase 3 shall be as follows:
Phase 3 - The Design Builder shall commence the Work for Phase 3 on the date specified in the
Construction Notice to Proceed for Phase 3 and fully complete the Work for Phase 3 within TBD days,
the "Phase 3 Time." If the City exercises its Option for Phase 3, the Phase 3 Time will be added to the
Contract Time for completion of Phase 2, plus any days between the completion of Phase 2 and the
June 6, 2014 Agreement
^ TARI ^^RAH Exhibit B v,r\rA i_ juA-vLv Pa/mas Renovations
Project No. 4207
exercise of the Option for Phase 3 to establish a revised Contract Time for completion of all Phases. In
the event that the Option for Phase 3 is exercised prior to the completion of Phase 2, the revised Contract
Time wili be the combined number of days of Phase 2 and Phase 3.
By signing this agreement. Design Builder represents to the City that i) the Phase 2 Time, and Phase 3
Time are reasonable for completion of the Work of the respective Phase; ii) the Contract Time (as defined
above) is reasonable for completion of the Work of all the Phases; and iii) Design Builder will complete
the Work within the Contract Time.
ARTICLE 6 LIQUIDATED DAMAGES
If Design Builder fails to complete the Work for Phase 2 within the Contract Time and the City has not
exercised its option for Phase 3, Design Builder shall pay to the City, as liquidated damages and not as
a penalty, the amount indicated below as "Liquidated damages daily rate for Phase 2" for each day after
expiration of Contract Time that Work for Phase 2 remains incomplete. If the City has exercised its option
for Phase 3 and Design Builder fails to complete the Work for Phase 3 within the Contract Time, Design
Builder shall pay to the City, as liquidated damages and not as a penalty, the applicable amount(s)
indicated below as "Liquidated damage daily rate for Phase 3" for each day after the expiration of the
Contract Time that the Work remains incomplete. After Substantial Completion, the liquidated damages
daily rate for Phase 3 shall be reduced to the sum indicated below. The City and Design Builder agree that if
the Work is not completed within the Contract Time, the City's damages would be extremely difficult or
impracticable to determine and that said amounts indicated below are reasonable estimates of and
reasonable sums for such damages. The City may deduct any liquidated damages due from Design Builder
from any amounts otherwise due to Design Builder under the Contract Documents. This provision shall
not limit any right or remedy of the City in the event of any other default of Design Builder other than
failing to complete the Work within the Contract Time.
Liquidated damages daily rate for Phase 2 - $ 500.00
Liquidated damages daily rate for Phase 3 - $ 500.00 (on or before Substantial Completion)
Liquidated damages daily rate for Phase 3 - $ 500.00 (after Substantial Completion)
ARTICLE 7 COMPENSABLE DELAY
If Design Builder is entitled to an increase in the Contract Sum as a result of a Compensable Delay,
determined pursuant to Articles 7 and 8 of the General Conditions, the Contract Sum will be increased
by the sum indicated below per day for each day for which such compensation is payable. This Article 7
will apply only if the City exercises its Option for the applicable Phase and only to the extent that Design Builder
fulfills requisites proving entitlement to Compensable Delay.
Compensable delay daily rate for Phase 3 - $ {AMOUNT IN FIGURES}
June 6, 2014 Agreement
3
... o I V o;
* CAR I SRAD Exhibit B v-/-irM_ou/AU' Las Palmas Renovations
Project No. 4207
ARTICLES ASSIGNMENT
If this Agreement is terminated prior to the exercise of the City's Option for Phase 3, the Design Builder
shall execute an assignment to the City of all contracts with Design Professionals for work to be performed
on Phase 2.
ARTICLE 9 DUE AUTHORIZATION
The person or persons signing this Agreement on behalf of Design Builder hereby represent and warrant
to the City that this Agreement is duly authorized, signed, and delivered by Design Builder.
ARTICLE 10 DESIGN BUILDER'S COVENANTS AND REPRESENTATIONS
Without superseding, limiting, or restricting any other representation or warranty set forth elsewhere in
the Contract Documents, or implied by operation of law, the Design Builder makes the following covenants
and representations to the City:
10.1 Design Builder and all of its Design Professionals and subcontractors are properly
certificated, licensed and qualified to perform the Work required by the Contract
Documents.
10.2 Design Builder accepts the relationship of trust and confidence with the City established
by the Contract Documents. Design Builder will cooperate with the City.
10.3 Design Builder and its Design Professionals have carefully examined the site of the Project
and the adjacent areas, have suitably investigated the nature and location of the
Construction Work and have satisfied themselves as to the general and local conditions
which will be applicable, including but not limited to: (1) conditions related to site access
and to the transportation, disposal, handling and storage of materials; (2) the availability
of labor, water, power and roads; (3) normal weather conditions; (4) observable physical
conditions at the site and existing site conditions including: size, utility capacities and
connection options of external utilities; (5) the surface conditions of the ground and (6)
the character and availability of the equipment and facilities which will be needed prior to
and during the performance of Construction Work.
10.4 Design Builder and its Design Professionals have suitably reviewed the site survey, record
documents, seismic data, preliminary geotechnical and other test reports, environmental
documents and any other documentation furnished by the City in the Contract Documents.
10.5 Design Builder and its Design Professionals have carefully reviewed the following Contract
Documents to the Design Build Contract: (1) Scope of Work (including Applicable Codes,
Rules and Regulations, Energy Requirements, and ali other project requirements); (2) the
Specifications; and (3) Drawings. Design Builder acknowledges that these Contract
Documents establish the scope, level of quality, design intent and the procedures for the
development of the design to a state of 100% completion.
June 6, 2014 Agreement
4
t I 1 V (if
' CARLSBAD , ^, ^
Las Palmas Renovations
Project No. 4207
Design Builder agrees that (1) the Contract Documents depict and describe a design for
the Project which is partially complete and may vary in degree of completion from 5% to
95% depending on the particular or specific part of the Project; (2) it will manage,
coordinate and fully complete the design; (3) Design Builder will cause its Design
Professionals to describe and depict the final design for the Project, as approved by the
City, in Construction Documents which will include all information required by the buiiding
trades to complete the construction (other than such details customarily developed by
others during construction) and (4) it will manage and timely construct the Project in
consideration for the City's payment of the Contract Sum.
10.6 Design Builder and its Design Professionals have reviewed the Preliminary Schedule
attached to the Request for Proposals and agree that the design and construction tasks
and milestones are reasonable and feasible, except as modified by Design Builder's
Proposed Contract Schedule, approved by the City. Design Builder also agrees that time
is of the essence for the performance of the Work.
10.7 Design Builder agrees that all Construction Documents will be complete, coordinated, and
accurate.
10.8 Design Builder agrees that ail materials, equipment and furnishings incorporated into or
used in the Construction Work will be of good quality, new (unless otherwise required or
permitted by the Contract Documents) and free of liens, claims and security interests of
third parties. If required by the City, Design Builder will furnish satisfactory evidence as
to the kind and quality of the materials, equipment and furnishings.
10.9 Design Builder agrees that the Work will be of good quality, free of defects and will
conform with the requirements of the Contract Documents. Work not conforming to the
requirements of the Contract Documents, including substitutions in design or construction
not specifically approved or authorized by the City in advance, may be considered
defective.
10.10 Design Builder agrees to correct any error(s), omission(s), or deficiencies in the Contract
Documents or Construction Documents at no additional cost to the City; however, this
provision in no way limits the liability of Design Builder.
June 6, 2014 Agreement
5
Mb
CARLSBAD Exhibit B
Las Palmas Renovations
Project No. 4207
THIS AGREEMENT is entered into by City and Design Builder as ofthe date set fortii
above.
CITY: DESIGN BUILDER
THE CITY OF CARLSBAD
By:
(Signature)
(Name of Firm)
(Type of Organization)
By:
(Signature)
(Printed Name) (Printed Name and Title)
MAYOR By:
(Signature)
ATTEST
(Printed Name) and Title)
President or vice-president and secretary or assistant
secretary must sign for corporations. If only one office
signs, the corporation must attach a resolution certified
by the secretary or assistant secretary under the
corporation seal empowering that officer to bind the
corporation.
Design Builder's California Contractor
LiGense(s):
Barbara Engelson - CITY CLERK
APPROVED AS TO FORM:
Celia Brewer
Citv Attorney
(Name of Licensee)
(Classification and License Number)
BiL
Deputy Citv Attorney
June 6, 2014 Agreement
^7
CARLSBAD , ^, ^ ^^^'f'^^
Las Palmas Renovations
Project No. 4207
GENERAL CONDITIONS
TABLE OF CONTENTS
Page
RECITALS 4
ARTICLE 1 GENERAL PROVISIONS
1.1 Basic Definitions 4
1.2 Ownership and Use of Contract Documents 8
1.3 Interpretation 8
ARTICLE 2 CITY
2.1 Fee and Pemiit Requirements g
2.2 Access to Project Site g
2.3 City's Right to Stop the Work 10
2.4 City's Right to Canry Out ttie Work 1 o
2.5 City's Right to Replace City's Representative 10
ARTICLE 3 DESIGN BUILDER
3.1 Review of Contract Documents and Field Conditions by Design Build Entity; Single Point Responsibility of Design
Builder 10
3.2 Supervision and Construction Procedures 11
3.3 Labor and Materials 11
3.4 Design Builder's Warranty 12
3.5 Taxes 12
3.6 Permits, Fees, and Notices 12
3.7 Applicable Code Requirements 12
3.8 Superintendent 13
3.9 Toxic Materials 13
3.10 Hazardous Materials 13
3.11 Construction Documents 14
3.12 Monthly Reports 15
3.13 Other Reports 15
3.14 Notice of Labor Dispute 16
3.15 Guarantee Ig
3.16 Schedules Required of Design Build Entity 16
3.17 As-Built Documents 18
3.18 Documents and Samples at Project Site 18
3.19 Shop Drawings, Product Data, and Samples 18
3.20 Use of Site and Clean Up 19
2.21 Project Site Maintenance 1 g
3.22 Cutting, Fitting, and Patching 20
3.23 Access to Work 21
3.24 Royalties and Patents 21
3.25 Differing Site Conditions 21
3.26 Concealed, Unforeseen, or Unknown Conditions or Events 22
3.27 Information Available to Proposers 22
3.28 Liability for and Repair of Damaged Work 22
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'^ , , ,v o, Exhibite
CARLSBAD Las Palmas Renovations
Project No. 4207
3.29 Indemnification 23
3.30 Street Closures and Barricades 24
3.31 Allowances/Contractor Controlled Contingency 25
ARTICLE 4 ADMINISTRATION OF THE CONTRACT
4.1 Administration of the Contract by City's Representative 25
4.2 Design Builder Change Order Requests 26
4.3 Claims 28
4.4 Assertion of Claims 29
4.5 Decision of City's Representative on Claims 30
4.6 Mediation (Not Used) 30
4.7 Arbitration 30
4.8 Waiver 30
ARTICLE 5 SUBCONTRACTORS
5.1 Award of Subcontracts and Other Contracts for Portions of the Work 31
5.2 Subcontractual Relations 31
5.3 Contingent Assignment of Subcontracts 32
ARTICLE 6 CONSTRUCTION BY THE CITY OR BY SEPARATE CONTRACTORS
6.1 City's Right to Perform Construction and to Award Separate Contracts 32
6.2 Mutual Responsibility 32
6.3 City's Right to Clean Up 33
ARTICLE 7 CHANGES IN THE WORK
7.1 Changes 33
7.2 Changes Definitions 33
7.3 Change Order Procedures 33
7.4 Field Orders 37
7.5 Variation in Quantity of Unit Price Work 37
7.6 Waiver 37
ARTICLE 8 CONTRACT TIME
8.1 Commencement of the Work 38
8.2 Progress and Completion 38
8.3 Delay 38
8.4 Adjustment of the Contract Time for Delay 39
8.5 Compensation for Delay 40
8.6 Waiver 40
ARTICLE 9 PAYMENTS AND COMPLETION
9.1 Cost Breakdown 40
9.2 Progress Payment 41
9.3 Application For Payment 41
9.4 Certificate For Payment 42
9.5 Deposit of Securities in Lieu of Retention and Deposit of Retention into Escrow 43
9.6 Beneficial Occupancy 43
9.7 Substantial Completion 44
9.8 Final Completion, Final Payment and Release of Retention 45
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CM Exhibite
* CARLSBAD Las Palmas Renovations
Project No. 4207
ARTICLE 10 PROTECTION OF PERSONS AND PROPERTY
10.1 Safety Precautions and Programs 46
10.2 Safety of Persons and Property 46
10.3 Emergencies 46
ARTICLE 11 INSURANCE AND BONDS
11.1 Design Builder's Insurance 46
11.2 Builder's Risk Property Insurance 49
11.3 Performance Bond and Payment Bond 50
ARTICLE 12 U NCOVERING AND CORRECTION OF WORK
12.1 Uncovering of Work 50
12.2 Correction of Defective Work and Guarantee to Repair Period 50
ARTICLE 13 TERMINATION OR SUSPENSION OF THE CONTRACT
13.1 Termination by Design Builder 51
13.2 Termination by the City for Cause 52
13.3 Suspension by the City for Convenience 53
13.4 Termination by the City for Convenience 53
ARTICLE 14 STATUTORY AND OTHER REQUIREMENTS
14.1 Nondiscrimination 54
14.2 Prevailing Wage Rates (Not Used) 56
14.3 Payroll Records (Not Used) 56
14.4 Apprentices (Not Used) 56
14.5 Construction Work Day 56
ARTICLE 15 MISCELLANEOUS PROVISIONS
15.1 Governing Law 56
15.2 Successors and Assigns 57
15.3 Rights and Remedies 57
15.4 Survival 57
15.5 Complete Agreement 57
15.6 Severability of Provisions 57
15.7 City's Right to Audit 57
15.8 Notices 57
15.9 Time of the Essence 58
15.10 Mutual Duty to Mitigate 58
15.11 Design Builder's Awareness and Compliance with ADA Act of 1990 and Related Standards 58
2-15-12 Page 3 of 57 General Conditions
(_ I I V O (
CARLSBAD , „, „
Las Palmas Renovations
Project No. 4207
RECITALS
The documents included in the Request for Proposals and the Design Build Entity's Proposal, incorporated herein, and
designated as part ofthe Contract Documents are provided by the City to establish the scope, level of quality and design intent,
and the reporting procedures for the development and construction ofthe entire Project. The Design Build Entity shall comply
with the Contract Sum, the Contract Time, the Preliminary Schedule or approved Contract Schedule as applicable. By
incorporating the Design Build Entity's Proposal as a part ofthis Contract, the City does NOT accept any provision ofthe Design
Build Entity's Proposal that is not in confomnance with the criteria ofthe Request for Proposals.
In consideration of the mutual agreements, covenants and conditions set forth below, and the Recitals set forth above, the
adequacy ofwhich is hereby acknowledged. Design Build Entity and the City agree as follows:
ARTICLE 1
GENERAL PROVISIONS
1.1 BASIC DEFINITIONS
1.1.0 AGREEMENT
The Agreement is supported by the General Conditions and is part ofthe Contract Documents.
1.1.1 APPLICABLE CODE REQUIREMENTS
The temi "Applicable Code Requirements" means all laws, statutes, the most recent building codes (as they were applied to
secure a Building Pennit from the City of Carisbad), ordinances, rules, regulations, and lawful orders of all public authorities
having jurisdiction over the City, Design Build Entity, any Subcontractor, the Project, the Project site, the Work, or the prosecution
ofthe Wori<.
1.1.2 APPLICATION FOR PAYMENT
The term "Application for Payment" means the submittal from Design Build Entity wherein payment for certain portions of the
completed Work is requested in accordance with Article 9 ofthe General Conditions.
1.1.3 ARCHITECT OF RECORD
The temi "Architect of Record" means the Design Professional identified in the Supplementary Conditions that is licensed in the
State of Califomia and employed or commissioned by the Design Build Entity to prepare design documents and construction
documents.
1.1.4 BENEFICIAL OCCUPANCY
The term "Beneficial Occupancy" means the City's occupancy or use of any part of the Wori< in accordance with Article 9 of the
General Conditions.
1.1.5 CEQA
The temi "CEQA" means the Califomia Environmental Quality Act, Public Resources Code Section 21000 et seq.
1.1.6 CERTIFICATE FOR PAYMENT
The term "Certificate for Payment" means the fomri signed by City's Representative attesting to the Design Build Entity's right to
receive payment for certain completed portions of the Work, in accordance with Article 9 of the General Conditions.
1.1.7 CERTIFICATE OF SUBSTANTIAL COMPLETION
See Article 9.7 ofthe General Conditions.
1.1.8 CHANGE ORDER
See Article 7.2 of the General Conditions.
1.1.9 CHANGE ORDER REQUEST
The tenn "Change Order Request" means a proposal for a Change Order submitted by the Design Build Entity to the City, either
at the request of the City, or at the Design Build Entity's own initiative.
1.1.10 CLAIM
See Article 4.3 of the General Conditions.
1.1.11 COMPENSABLE DELAY
6-3-14 Page 4 of 57 General Conditions
^ (1, V o f Exhibit C
' CARLSBAD Las Palmas Renovations
Project No. 4207
The term "Compensable Delay" means a delay that entitles the Design Build Entity to an adjustment of the Contract Sum and
an adjustment ofthe Contract Time pursuant to Articles 7 and 8 ofthe General Conditions.
1.1.12 CONSTRUCTION DOCUMENTS
The term "Construction Documents" means the plans and specifications prepared by the Design Build Entity (see Article 1.1.27)
for the Project, approved by the City. The Construction Documents shall set forth in detail all items necessary to complete the
construction (other than such details customarily provided by others during construction) of the Project in accordance with the
Contract Documents (subject to their completion following commencement of the Construction Phase). All amendments and
modifications to the Plans and Specifications must be approved by the City in writing.
1.1.13 CONSTRUCTION DOCUMENTS PHASE (Phase 2)
The term "Construction Documents Phase" means the period of time set forth in the Agreement beginning with the issuance of
the Construction Documents Notice to Proceed. This is also referred to within the Contract Documents as "Phase 2" and the
two ternis may be used interchangeably. The scope of the Construction Documents Phase is further defined in the "Scope of
Work". The temi "Phase 2 Time" is defined in Article 5 ofthe Agreement.
1.1.14 CONSTRUCTION NOTICE TO PROCEED
The term "Construction Notice to Proceed" means the written notice given by the City to the Design Build Entity advising that
the Site is available to the Design Build Entity and directing the Design Build Entity to commence the Construction Phase ofthe
Project.
1.1.15 CONSTRUCTION PHASE (Phase 3)
The term "Construction Phase" means the period of time set forth in the Agreement beginning with the issuance of the
Construction Notice to Proceed and ending on the date of Final Completion ofthe Project. This tenn is also refen-ed to within
the Contract Documents as "Phase 3" and the two terms may be used interchangeably. The scope ofthe Construction Phase
is further defined in the "Scope of Wori<". The term "Phase 3 Time" is defined in Article 5 ofthe Agreement.
1.1.16 CONSTRUCTION WORK
The tenn "Construction Wort<" means that portion of the Woric consisting of the provision of labor, materials, furnishings,
equipment and services in connection with the construction of the Project as set forth in the Contract Documents.
1.1.17 CONTRACT
The temi "Contract" shall have the meaning identified in Article 3 ofthe Agreement.
1.1.18 CONTRACT DOCUMENTS
The tenn "Contract Documents" means all documents listed in Article 3 ofthe Agreement.
1.1.19 CONTRACT MILESTONE
The term "Contract Milestone" means any requirement in the Contract Documents that reflects a planned point in time for the
start or completion of a portion ofthe Work measured from i) the date of any ofthe Notices to Proceed or ii) the date of another
Contract Milestone defined In the Contract Documents, as applicable.
1.1.20 CONTRACT SCHEDULE
The temi "Contract Schedule" means the graphical representation of a practical plan, in accordance with the Specifications, to
perfonn and complete the Work within the Contract Time. The detailed requirements for the Contract Schedule are stated in
Article 3 of the General Conditions.
1.1.21 CONTRACT SUM
The term "Contract Sum" means the amount of compensation stated in the Agreement for the performance of the Wori<, as
adjusted by Change Order.
1.1.22 CONTRACT TIME
The temi "Contract Time" means the number of days set forth in the Agreement within which Design Build Entity must achieve
Final Completion ofthe Woric, as adjusted by Change Order.
1.1.23 COST OF EXTRA WORK
See Article 7.3 ofthe General Conditions.
1.1.24 CRITERIA DOCUMENTS
The term "Criteria Documents" means, but is not limited to, the portions of the Contract Documents which constitute an outline
2-15-12 Page 5 of 57 General Conditions
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c-v o. Exhibite
• A DI R A n Palmas Renovations
K^/\WL:>tD/\U Project No. 4207
of design requirements. Scope of Work, Specifications and Drawings.
1.1.25 DAY
The term "day," as used in the Contract Documents, shall mean calendar day, unless otherwise specifically provided.
1.1.26 DEFECTIVE WORK
The term "Defective Wori<" means Wori< that is unsatisfactory, faulty, omitted, incomplete, deficient, or does not confonn to the
requirements ofthe Contract Documents, directives of City's Representative, or the requirements of any inspection, reference
standard, test, or approval specified in the Contract Documents.
1.1.27 DESIGN BUILDER
The term "Design Build Entity" means the person or finn identified as such in the Agreement and is refen'ed to throughout the
Contract Documents as if singular in number. Design Builder and Design Build Entity are used interchangeably.
1.1.28 DESIGN BUILDER FEE
See Article 7.3 of the General Conditions.
1.1.29 DESIGN DEVELOPMENT PHASE - NOT USED
The tenn "Design Development Phase" shall mean the period of time set forth in the Agreement beginning with the issuance of
the Notice to Proceed for Phase 1. This is also referred to within the Contract Documents as "Phase 1" and the two terms may
be used interchangeably. The scope ofthe Design Development Phase is further defined in the "Scope of Work" Exhibit. The
term "Phase 1 Time" is defined in Article 5 of the Agreement.
1.1.29.1 DESIGN BUILD ENTITY
See Article 1.1.27
1.1.30 DESIGN MATERIALS
The term "Design Materials" shall mean any and all documents, shop drawings, electronic infonnation, including computer
programs and computer generated materials, data, plans, drawings, sketches, illustrations, specifications, descriptions, models
and other information developed, prepared, fumished, delivered or required to be delivered by, or for, the Design Build Entity:
(1) to the City under the Conti-act Documents; or (2) developed or prepared by or for the Design Build Entity specifically to
discharge its duties under the Contract Documents.
1.1.31 DESIGN PROFESSIONAL
The term "Design Professional" shall mean individuals or entities that will provide Design Build Entity with the required
architectural, engineering, and other professional services required for the coordinated design of the Project and the
administration of construction.
1.1.32 DESIGN WORK
The tenn "Design Work" shall mean the portion of the Wori< consisting of tiie design services and design deliverables required
to be provided in connection with the design ofthe Project as set forth in the Contract Documents.
1.1.33 DRAWINGS
The term "Drawings" means tiie graphic and pictorial portions of the Contract Documents showing the design, location, and
dimensions of the Work, generally including plans, elevations, sections, details, schedules, and diagrams. The Drawings are
listed in the List of Drawings.
1.1.34 EQUIPMENT MANUFACTURER
The tenn "Equipment Manufacturer" shall mean any Separate Contractor that fabricates and/or supplies any City-provided
equipment which is installed in the Project by the Design Build Entity.
1.1.35 EXCUSABLE DELAY
The tenn "Excusable Delay" means a delay that entities the Design Build Entity to an adjustment of the Contract Time but not
an adjustment ofthe Contract Sum, pursuant to Articles 7 and 8 ofthe General Conditions.
1.1.36 EXTRA WORK
The term "Extra Work" means Work beyond or in addition to the Wori< required by the Contract Documents.
1.1.37 FIELD ORDER
See Article 7.4 of the General Conditions.
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^3
Exhibit C
i A DI C D A Palmas Renovations
V^AKL3DAU Project No. 4207
1.1.38 FINAL COMPLETION
The tenn "Final Completion" means the date at which the Wori< has been fully completed in accordance with the requirements
ofthe Contract Documents pursuant to Article 9.8 ofthe General Conditions.
1.1.39 GUARANTEE TO REPAIR PERIOD
See Article 12.2 ofthe General Conditions.
1.1.40 GOVERNMENTAL APPROVALS
The term "Governmental Approvals" means those governmental (including the City) actions required to be obtained by the City
and necessary for the completion of the Project.
1.1.41 HAZARDOUS MATERIAL
The term "Hazardous Material" means any substance or material identified as hazardous under any Califomia or federal statute
governing handling, disposal and/or cleanup of any such substance or material.
1.1.42 INDEMNIFIED PARTIES
The term "Indemnified Parties" means the City, its agents, officers, representatives, consultants, volunteers and employees.
1.1.41.1 LETTER OF DESIGN REVIEW
See Article 3.1.16 in the Scope of Woric
1.1.41.2 NOTICE TO PROCEED
See Article 1.1.13 and 1.1.14
1.1.43 TOTAL PROJECT COST
The term "Total Project Cosf means the amount identified as such in the Request for Proposals.
1.1.44 OPTIONS
See Article 2 ofthe Agreement.
1.1.44.1 PHASES
See Articles 2 and 5 of the Agreement
1.1.45 PROJECT
The term "Project" means the total design and construction of the Woric under Uie Contract and all other woric, labor, equipment,
and materials necessary to accomplish the Project. The Project may include design or construction woric perfonned by City or
by Separate Contractors.
1.1.46 SEPARATE CONTRACTOR
The tenn "Separate Contractor" means a person, or finn, under separate contract with the City performing other work related to
the Project.
1.1.47 SHOP DRAWINGS, PRODUCT DATA, AND SAMPLES
See Article 3.19 ofthe General Conditions.
1.1.48 SPECIFICATIONS
The temn "Specifications" means that portion of the Contract Documents consisting of the written requirements for materials,
equipment, constmction systems, standards and woricmanship for the Woric, and performance of related services.
1.1.49 SUBCONTRACTOR
The tenn "Subcontractor" means a person or finn that has a contract with Design Build Entity or with a Subcontractor of the
Design Build Entity to perform a portion of the Work. Unless othenwise specifically provided, the term Subcontractor includes
Subcontractors of all tiers.
1.1.50 SUBSTANTIAL COMPLETION
See Article 9.7 of the General Conditions.
1.1.51 SUPERINTENDENT
The term "Superintendent" means the person designated by Design Build Entity to represent Design Build Entity at the Project
2-15-12 Page 7 of 57 General Conditions
is Exhibit C
I /-A ni CDAr^ Palmas Renovations
L-AKLODAU Project No. 4207
site, in accordance with Article 3 ofthe General Conditions.
1.1.52 TIER
The term "tier" means the conb-actual level of a Subcontractor or supplier or consultant with respect to Design Build Entity. For
example, a first-tier Subcontractor is under subcontract with Design Build Entity, a second-tier Subcontractor is under
subcontract with a first-tier Subcontractor, and so forth.
1.1.53 INEXCUSABLE DELAY
The term "Inexcusable Delay" means a delay that does not entitle the Design Build Entity to an adjustment ofthe Contract Sum
and does not entitie the Design Build Entity to an adjustment of the Contract Time.
1.1.54 UNILATERAL CHANGE ORDER
See Article 7.2 ofthe General Conditions.
1.1.55 CITY
The temn "City" or "the City" means. City of Carisbad, the Owner of the Project.
1.1.56 CITY'S REPRESENTATIVE
The term "City's Representative" means the person or finn identified as such in the Agreement.
1.1.57 CITY'S RESPONSIBLE ADMINISTRATOR
The tenn "City's Responsible Administrator" means the person, or his or her authorized designee, who is authorized to execute
Change Orders, Field Orders, and other applicable Contract Documents on behalf of the City.
1.1.58 WORK
The term "Work" means all labor, materials, equipment, tools, and services, including Design Professional services, and other
requirements ofthe Contract Documents as modified by Change Order, whether completed or partially completed, provided or
to be provided by Design Build Entity to fulfill Design Build Entity's obligations . The Woric may constitute the whole or a part of
the Project.
1.2 OWNERSHIP AND USE OF CONTRACT DOCUMENTS
1.2.1. The Contract Documents, and all copies thereof, furnished to, or provided by. Design Build Entity are the property of
the City. The City and Design Build Entity explicitiy agree that all materials, electronic files/models, and documents developed
in the perfonnance of this Contract are the property of the City. The City shall have the right to use all drawings, designs,
specifications, notes and any other documentation and other woric developed in the performance of this Contract for the Project,
or in connection with the Project, including without limitation future additions, alterations, connections, repairs, information,
reference, use or occupancy and the right to re-use details of the design on any other City work, all without the Design Build
Entity's consent and at no additional cost to the City.
1.2.2 The City will defend, indemnify and save harmless Design Build Entity Professional, its officers, agents and employees
from any costs or claims for damages arising fi-om City's use on other projects of the Contract Documents, the Drawings and
Specifications, or the designs depicted in them, if any ofthe foregoing have been provided to the City by the Design Build Entity.
1.2.3 Notwithstanding Article 1.2.2 above, the City will not defend, indemnify or save hannless Design Build Entity
Professional, its officers, agents, or employees fi'om any costs or claims asserted or imposed by any person or entity claiming
that City's use of the Contract Documents, the Drawings and Specifications, or the designs depicted in them is contrary to or in
violation of any copyright, patent, trade secret, trade name, trademaric, or any proprietary, contractual or legal right pertaining
to their use.
1.3 INTERPRETATION
1.3.1 The intent of tiie Contract Documents is to include all necessary criteria to establish the scope and quality for
completion of the Woric by the Design Build Entity. The Contract Documents are complementary and what is required by one
shall be as binding as if required by all. Perfonnance by the Design Build Entity shall be required to the extent consistent with,
and reasonably inferable from, the Contract Documents.
1.3.2 In the case of conflict between temns of the Contract Documents, the following order of precedence shall apply:
.1 The Agreement and Change Orders shall control over the Supplementary Conditions.
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SS
Exhibit C
> r' A DI C D A Palmas Renovations
L.AKL5DAU Project No. 4207
.2 The Supplementary Conditions shall control over the General Conditions.
.3 The General Conditions shall control over the Specifications.
.4 The Specifications shall control over the Drawings.
.5 The Drawing Details over the Drawings.
.6 Where no order of precedence is stated, the more expensive of the requirements shown or specified shall be
controlling.
.7 With respect to the Contract Documents, Addenda shall govern over other portions ofthe Contract Documents
to the extent specifically noted; subsequent Addenda shall govern over prior Addenda only to the extent
specifically noted.
1.3.3 The City and Design Build Entity acknowledge that the Contract Documents may differ in some respect(s) from the
other documents included in the Proposal Documents upon which the Design Build Entity based its response(s) to the Request
for Proposals. The City and Design Build Entity explicitiy agree that documents having the higher quality requirements control
over any confiicting requirements of other documents.
1.3.4 Organization of the Specifications into various subdivisions and the an-angement of the Drawings shall not control
Design Build Entity in dividing the Work among Subcontractors or in establishing the extent of work to be performed by any
trade.
1.3.5 Unless othenA/ise stated in the Contract Documents, technical words and abbreviations contained in the Contract
Documents are used in accordance with commonly understood design professional and construction industry meanings; and
non-technical words and abbreviations are used in accordance with their commonly understood meanings.
1.3.6 The Contract Documents may omit modifying words such as "all" and "any," and articles such as "the" and "an," but
the fact that a modifier or an article is absent from one statement and appears in another is not intended to affect the
interpretation of either statement. The use of the word "including," when following any general statement, shall not be construed
to limit such statement to specific items or matters set forth immediately following such word or to similar items or matters,
whether or not non-limiting language (such as "without limitation," "but not limited to," or words of similar import) is used with
reference thereto, but rather shall be deemed to refer to all other items or matters that could reasonably fall within the broadest
possible scope of such general statement.
1.3.7 Whenever the context so requires, the use ofthe singular number shall be deemed to include the plural and wee versa.
Each gender shall be deemed to include any other gender, and each shall include corporation, partnership, trust, or other legal
entity, whenever the context so requires. The captions and headings ofthe various subdivisions ofthe Contract Documents are
intended only for reference and convenience and in no way define, limit, or prescribe the scope or intent of the Contract
Documents or any subdivision thereof
ARTICLE 2
CITY
2.1 FEE AND PERMiT REQUIREMENTS
2.1.1 Except as othenvise provided in the Contract Documents, the City will obtain and pay for any utility pennits, demolition
permits, easements, health department and govemment approvals for the use or occupancy of permanent structures required
in connection with the Woric.
2.1.2 Design Build Entity will be fumished, free of charge, such copies of the Contract Documents as the City deems
reasonably necessary for execution of the Work.
2.2 ACCESS TO PROJECT SITE
2.2.1 The City will provide, as reasonably required by the Woric, but in no event later than the date designated in the
Construction Notice to Proceed, access to the lands and facilities upon which the construction Woric is to be perfomied, including
such access to other lands and facilities designated in the Contract Documents for use by Design Build Entity.
2-15-12 Page 9 of 57 General Conditions
^ rMv o, Exhibite
* PAf?! <^RAn Las Palmas Renovations
L-AKL^DAU Project No. 4207
2.3 CITY'S RIGHT TO STOP THE WORK
2.3.1 If Design Build Entity fails to correct Defective Woric as required by Article 12.2 of the General Conditions or fails to
perform the Woric in accordance with the Contract Documents, The City or City's Representative may direct Design Build Entity
to stop the Work, or any portion thereof, until the cause for such order has been eliminated by Design Build Entity. Design Build
Entity shall not be entitied to any adjustment of Contract Time or Contract Sum as a result of any such order, the City and City's
Representative have no duty or responsibility to Design Build Entity or any other party to exercise the right to stop the Woric.
2.4 CITY'S RIGHT TO CARRY OUT THE WORK
2.4.1 If Design Build Entity fails to carry out the Work in accordance with the Contract Documents, fails to provide sufficient
labor, materials, equipment, tools, and services, with respect to either the design or construction phases, to maintain ttie Contract
Schedule, or othenvise fails to comply with any material tenn of the Contract Documents, and, after receipt of written notice
from the City, fails within 2 days, excluding Saturdays, Sundays and legal holidays, or within such additional time as the City
may specify, to con-ect such failure, the City may, without prejudice to other remedies the City may have, correct such failure at
Design Build Entity's expense. In such case, the City will be entitied to deduct fi'om payments then or thereafter due Design
Build Entity the cost of correcting such failure, including without limitation compensation forthe additional services and expenses
of the City's consultants made necessary thereby. If payments then or thereafter due Design Build Entity are not sufficient to
cover such amounts. Design Build Entity shall pay the additional amount to the City.
2.5 CITY'S RIGHT TO REPLACE CITY'S REPRESENTATIVE
2.5.1 The City may at any time and from time to time, without prior notice to or approval of Design Build Entity, replace the
City's Representative with a new City's Representative. Upon receipt of notice from the City informing Design Build Entity of
such replacement and identifying the new City's Representative, Design Build Entity shall recognize such person or finn as
City's Representative for all purposes under the Contract Documents.
ARTICLE 3
DESIGN BUILDER
3.1 REVIEW OF CONTRACT DOCUMENTS AND FIELD CONDITIONS BY DESIGN BUILDER; SINGLE POINT
RESPONSIBILITY OF DESIGN BUILDER
3.1.1 The City has carefully reviewed the qualifications ofthe Design Builder and has concluded that the Design Builder has
the necessary significant experience to perform the required Woric. The Design Builder has demonstrated that they possess the
necessary experience and skilled resources to perform the Work. As such, the city asserts that this allows for a level of
competence and care in the implementation of the Woric than would be allowed for a lesser qualified Design Builder.
3.1.2 In addition to the examination and reviews performed, and obligations assumed, incidental to making the
representations set forth in Article 10 of the Agreement, Design Build Entity shall carefully study and compare each of the
Contract Documents with the others and with infonnation fumished by the City, and shall promptiy report in writing to City's
Representative any errors, inconsistencies, or omissions in the Contract Dcxiuments or inconsistencies with Applicable Code
Requirements observed by Design Build Entity.
3.1.3 Design Build Entity is responsible for the design and construction of the Project and shall provide all services
pursuant to this Contract in a manner consistent with the standard of care under Califomia law applicable to those who specialize
in providing such services for projects of the type, scope, and complexity of the Project (including its contracting mode). The
Design Build Entity shall be solely responsible for any and all design errors including, but without limitation, en'ors,
inconsistencies or omissions in the Construction Documents. Design Build Entity shall take field measurements, verify field
conditions, and carefully compare with the Contract Documents such field measurements, conditions, and other information
known to Design Build Entity before commencing the Work. Errors, inconsistencies, or omissions discovered at any time shall
be promptly reported in writing to City's Representative.
3.1.4 If Design Build Entity performs any design and/or construction activity which it knows, or should know, involves an
error, inconsistency, or omission referred to in Articles 3.1.2 and 3.1.3 above, without notifying and obtaining the written consent
of the City's Representative, Design Build Entity shall be responsible for the resultant losses, including, without limitation, the
costs of correcting Defective Woric.
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3.1.5 The City does not assume any obligation to employ the Design Build Entity's services or pay Design Build Entity
royalties of any type as to future programs that may result from the Woric performed under this Contract.
3.1.6 Design Build Entity shall be responsible for all plotting, printing, copying and distribution cost of any and all documents
required in connection with the Work.
3.1.7 Design Build Entity agrees that it has single point responsibility for the design and constmction of this Project.
3.2 DESIGN, SUPERVISION AND CONSTRUCTION PROCEDURES
3.2.1 Design Build Entity shall supervise, coordinate, and direct the Woric using Design Build Entity's best skill and attention.
Design Build Entity shall be solely responsible for, and have control over, the entire design effort, construction means, methods,
techniques, sequences, procedures, and the coordination of all portions of the Woric, including, but without limitation, buildings,
pool work, skate park work, landscape and site work, utilities, and building systems.
3.2.2 Design Build Entity shall be responsible to the City for acts and omissions of Design Build Entity's agents, employees,
and Subcontractors, and their respective agents and employees.
3.2.3 Design Build Entity shall not be relieved of its obligation to perfonn the Woric in accordance with the Contract
Documents either by acts or omissions of the City or City's Representative in the administration of the Contract, or by tests,
inspections, or approvals required, or performed, by persons or fimns other than Design Build Entity.
3.2.4 Design Build Entity shall be responsible for inspection of all portions of the Work, including those portions already
perfonned under this Contract, to determine that such portions confonn to the requirements of the Contract Documents and are
ready to receive subsequent Woric.
3.2.5 To facilitate communications and the management ofthe design process, the Design Build Entity shall establish and
maintain a local office forthe duration ofthe design process.
3.2.6 The Design Build Entity is not required to produce tiie entire Construction Documents package in the local office;
however, the Design Build Entity shall provide the appropriate management and design staff in the local office to provide the
City with the current status of, and the capability to properiy update, the design and constmction documents.
3.2.7 The Design Build Entity is required to deliver to the City, if requested, any and all design materials including, but not
limited to, calculations, preliminary drawings, construction drawings, shop drawings, electronic media data, improvement
documents, sketches, illustrations, specifications, descriptions, models, mock-ups, and other infonnation developed, prepared,
fumished, or delivered in the prosecution of the design woric.
3.2.8 Design Build Entity shall at all times participate in, and implement, the CEQA mitigation process and ensure
perfomiance as required in the Contract Documents.
3.2.9 Design Build Entity is responsible for preparation of the Construction Documents for the entire Project.
3.2.10 Design Build Entity is responsible for constmction of the entire Project as required by the Contract Documents.
3.2.11 Design Build Entity shall at all times maintain good discipline and order among its employees and subcontractors.
Design Build Entity shall provide competent, fully qualified personnel to perform the Work.
3.3 LABOR AND MATERIALS
3.3.1 Unless otherwise provided in the Contract Documents, Design Build Entity shall provide and pay for all professional
services, other services, labor, materials, equipment, tools, constmction equipment and machinery, water, heat, utilities,
transportation, and other things necessary for proper execution and completion ofthe Woric, whether temporary or permanent
and whether or not incorporated or to be incorporated in the Woric.
3.4 DESIGN BUILDER'S WARRANTY
3.4.1 Design Build Entity wan'ants to the City that all labor, materials, equipment and furnishings used in, or incorporated
into, the Construction Work will be of good quality, new (unless otherwise required or permitted by the Contract Documents),
and all Woric will be free of liens, claims and security interests of third parties; that the Work will be of the highest quality and
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free from defects and that all Woric will conform with the requirements of the Contract Documents. If required by the City's
Representative, Design Build Entity shall furnish satisfactory evidence of compliance with this warranty. Further, the type,
quality and quantum of such evidence shall be within the sole discretion ofthe City's Representative. Woric not conforming to
these requirements, including substitutions not properiy approved and authorized, may be considered defective.
3.5 TAXES
3.5.1 Design Build Entity shall pay all sales, consumer, use, income, payroll and similar taxes forthe Woric or portions thereof
provided by Design Build Entity.
3.6 PERMITS, FEES, AND NOTICES
3.6.1 Except for the permits and approvals which are to be obtained by the City or the requirements with respect to which
City is not subject as provided in Article 2.1.1 ofthe General Conditions, Design Build Entity shall secure, and pay for, all pennits,
approvals, govemment fees, licenses, and inspections necessary for the proper execution and perfomiance of the Work. Design
Build Entity shall deliver to the City all original licenses, pennits, and approvals obtained by Design Build Entity in connection
with the Woric prior to the final payment or upon termination of the Contract, whichever is eariier.
3.6.2 Water Pollution Control _ The Design Build Entity shall exercise every reasonable precaution to protect channels, stomn
drains, and bodies of water from pollution. It shall conduct and schedule operations so as to minimize or avoid muddying and
silting of said channels, drains, and waters. Water pollution control work shall consist of constructing those facilities which may
be required to provide prevention, control, and abatement of water pollution.
The Design Build Entity shall comply with the Califomia State Water Resources Control Board (SWRCB) Order Number 2009-
0009-DWQ, National Pollutant Discharge Elimination System (NPDES) General Pennit Number R9-2007-0001, Waste
Discharge Requirements (WDR's) for Discharges of Storm Water Runoff associated with Construction Activity (General Permit)
and subsequent adopted modifications and with all requirements of the Storm Water Pollution Prevention and Monitoring Plans
for this project in accordance with these regulations.
This project is permitted by an existing Storm Water Pollution Prevention Plan (SWPPP). The Design Build Entity must comply
with all ofthe terms and conditions ofthis permit.
3.7 APPLICABLE CODE REQUIREMENTS
3.7.1 Design Build Entity shall perfonn the Work in accordance with the following Applicable Code Requirements and all
code requirements listed in the Scope of Woric:
.1 All current laws, statutes, building codes ordinances, rules, regulations, and lawful orders of all public authorities
having jurisdiction over the City, Design Build Entity, any Subcontractor, ttie Project, the Project site, the Work,
or the prosecution of the Work.
.2 Applicable sections in the State of Califomia Labor Code.
.3 All Applicable Code Requirements relating to nondiscrimination, payroll records, apprentices, and woric day.
3.7.2 Design Build Entity shall comply with and give notices required by all Applicable Code Requirements, including all
environmental laws and all notice requirements under the State of Califomia Safe Drinking Water and Enforcement Act of 1986
(State of Califomia Health and Safety Code Section 25249.5, and applicable sections that follow). Design Build Entity shall
promptly notify the City's Representative in writing if Design Build Entity becomes aware during the performance of the Woric
that the Contract Documents are at variance with Applicable Code Requirements.
3.7.3 If Design Build Entity perfonns Work which it knows or should know is contrary to Applicable Code Requirements,
without prior notice to the City and City's Representative, Design Build Entity shall be responsible for such Woric and any resulting
damages including, without limitation, the costs of correcting Defective Woric.
3.7.4 Design Builder shall give all notices and comply with all laws, ordinances, rules and regulations bearing on conduct of
work as indicated and specified. If Design Builder observes that drawings and specifications are at variance therewith, he shall
promptiy notify the Engineer in writing and any necessary changes shall be adjusted as provided for in this Contract for changes
in woric. If Design Builder performs any work knowing it to be contrary to such laws, ordinances, mles and regulations, and
without such notice to the Engineer, he shall bear all costs arising therefrom
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.1 Design Builder shall be responsible for familiarity with the Americans with Disabilities Act ("ADA") (42 U.S.C.
§ 12101 et seq.) and all other federal and state disability access laws. The Woric will be perfonned in
compliance with all cun'ent mles, guidelines and regulations.
3.8 SUPERINTENDENT
3.8.1 Design Build Entity shall employ a competent Superintendent satisfactory to the City who shall be in attendance at the
Project site at all times during the performance of the Construction Woric. Superintendent shall represent Design Build Entity
and communications given to, and received from, Superintendent shall be binding on Design Build Entity. Failure to maintain a
Superintendent on the Project site at all times Work is in progress shall be considered a material breach of this Contract, entitiing
the City to terminate the Contract or, altematively, issue a stop Work order until the Superintendent is on the Project site. If, by
virtue of issuance of said stop Woric order. Design Build Entity fails to complete the Contract on time. Design Build Entity will be
assessed Liquidated Damages in accordance with the Agreement.
3.8.2 The Superintendent approved for the Project must be able to read, write and verbally communicate in English. The
Superintendent may not perform the Work of any trade, pick-up materials, or perfonn any Woric not directiy related to the
supervision and coordination of the Construction Woric at the Project site when Woric is in progress. In addition, the Design
Build Entity will provide all Key Personnel shown in the Technical Proposal forthe time periods stipulated.
3.9 TOXIC MATERIALS
3.9.1 The Design Build Entity is responsible for unforeseen site conditions and toxic materials to the extent described in
the Contract Documents and/or that could be reasonably inferted by the Design Build Entity based on its experience and
expertise on similar projects in urisan areas.
3.10 HAZARDOUS MATERIALS
3.10.1 The Design Build Entity agrees that it is solely responsible for investigating and performing remedial actions on all
hazardous materials and other related environmental requirements located on the Project site. For the purposes of this Contract,
Hazardous Materials shall also include, but are not limited to. Underground storage tanks. Any Hazardous Materials that are
encountered beyond those described in the Contract Documents or Proposal Documents, or which reasonably could not have
been discovered within the time pennitted, may properiy be the subject of a Change Order Request. The City agrees that the
Design Build Entity cannot be considered a hazardous materials generator of any such materials in existence on the Site at the
time it is given possession of the Site. "Underground Storage Tank" shall have the definition assigned to that term by Section
9001 of RCRA, 42 U.S.C. Section 6991, and also shall include: any tank of one thousand one hundred (1,100) gallons or less
capacity used for storing motor fuel; any tank used for storing heating oil for consumption on the premises where stored; any
septic tank; and any pipes connected to the above items.
3.10.2 The City shall not be responsible for any Hazardous Material brought to the site by the Design Build Entity.
3.10.3 If the Design Build Entity: (i) introduces and/or discharges a HazanJous Material onto the site in a manner not specified
by the Contract Documents; and/or (ii) disturbs a Hazardous Material identified in the Contract Documents, the Design Build
Entity shall hire a qualified remediation Design Builder at Design Build Entity's sole cost to eliminate the condition as soon as
possible. Under no circumstance shall the Design Build Entity perfonn Woric for which it is not qualified. The City, in its sole
discretion, may require the Design Build Entity to retain at Design Build Entity's cost an independent testing laboratory.
3.10.4 If the Design Build Entity encounters a Hazardous Material which may cause foreseeable injury or damage. Design
Build Entity shall immediately: (i) secure or othenwise isolate such condition; (ii) stop all Work in connection with such material
or substance (except in an emergency situation); and (iii) notify the City (and promptiy ttiereafter confinn such notice in writing).
3.10.5 Subject to Design Build Entity's compliance with Article 3.10.4, the City shall verify the presence or absence of the
Hazardous Material reported by the Design Build Entity, except as qualified under Section 3.10.2 and 3.10.4, and, in the event
such material or substance is found to be present, verify that the levels of the hazardous material are below OSHA Permissible
Exposure Levels and below levels which would classify the material as a state of Califomia or federal hazardous waste. When
the material falls below such levels, Woric in the affected area shall resume upon direction by the City. The Contract Time and
Sum shall be extended appropriately as provided in Articles 7 and 8.
3.10.6 The City shall indemnify and hold hannless tiie Design Build Entity from and against claims, damages, losses and
expenses, arising from a Hazardous Material on the Project site, if such Hazardous Material: (i) was not shown on the Contract
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Documents or Infonnation Available to Bidders; (ii) was not brought to the site by Design Build Entity; and (iii) exceeded OSHA
Pemnissible Exposure Levels or levels which would classify the material as a state of Califomia or federal hazardous waste. The
indemnity obligation in this Article shall not apply to:
.1 Claims, damages, losses or expenses arising from the breach of contract, negligence or willful misconduct of
Design Build Entity, its suppliers, its Subcontractors of all tiers and/or any persons or entities working under
Design Build Entity; and
.2 Claims, damages, losses or expenses arising from a Hazardous Material subject to Article 3.10.2.
3.10.7 In addition to the requirements in Article 3.28, Design Build Entity shall indemnify and hold harmless the City of
Carisbad from and against claims, damages, losses and expenses, arising from a Hazardous Material on the Project site, if
such Hazardous Material: (i) was shown on the Contract Documents or Infonnation Available to Bidders; (ii) was brought to the
site by Design Build Entity; and (iii) exceeded OSHA Pennissible Exposure Levels or levels which would classify the material
as a state of Califomia or federal hazardous waste. Nothing in this paragraph shall obligate the Design Build Entity to indemnify
the City in the event of the sole negligence of the City, its officers, agents, or employees.
3.11 CONSTRUCTION DOCUMENTS
3.11.1 Construction Documents
.1 Upon receipt of the Notice to Proceed for Phase 2, the Design Build Entity shall instruct the appropriate Design
Professional or Architect of Record to commence the design of the building systems and the preparation of the
Construction Documents. The Constmction Documents shall provide infonnation customarily necessary in
documents for projects of similar size, complexity, and quality. The Construction Documents shall include all
information required by the building trades to complete the constmction of the Project, other than such details
customarily developed by others during construction. The City's review of the construction documents shall be
conducted in accordance with the approved Contract Schedule with procedures set forth in Article 3.16 ofthe
General Conditions relating to Schedule. Such review shall not relieve the Design Build Entity from its
responsibilities under this Contract. Such review shall not be deemed an approval or waiver by the City of any
deviation from, or of the Design Build Entity's failure to comply with, any provision or requirement of the Contract
Documents, unless such deviation or failure has been identified as such in writing in the document submitted by
the Design Build Entity and approved by the City.
.2 It is acknowledged by the parties hereto that inherent in a design build concept, bridging or othenvise, the
production and review of Constmction Documents may be a continuing process with portions thereof completed
at different times. The Design Build Entity will limit the Constmction Document packages for construction to a
reasonable number, not more than that stipulated in the Supplementary Conditions, unless approved in writing
by the City. Contract Schedule shall indicate the times for tiie City to review the completion of each such portion
of the Construction Documents and a reasonable time for review of same.
.3 The Design Build Entity shall submit completed packages of the Construction Documents for review by the City,
the City Fire Marshal, and any other Agency Having Jurisdiction (AHJ) Review meetings between the Design
Build Entity and the City to review the Constmction Document packages, shall be scheduled and held so as not
to delay the Woric. After reviewing the Constmction Documents package for confonnance to the Criteria
Documents, the City will issue a Constmction Notice to Proceed to the Design Build Entity.
.4 The Constmction Documents for hazanlous and/or toxic abatement efforts and demolition activity shall be of
sufficient clarity and shall be fully detailed when submitted to the City for review.
3.11.2 Shop Drawings, Product Data, Samples, Materials, and Equipment
.1 Shop drawings means drawings, submitted to Design Build Entity by subcontractors, manufacturers, supplier or
distributors, showing in detail the proposed fabrication and assembly of building elements and the installation
(e.g., form, fit, and attachment details) of materials or equipment.
.2 Design Build Entity shall coordinate all submittals and review them for accuracy, completeness, and compliance
with the requirements ofthe Contract Documents and the Design Build Entity's Construction Documents and shall
indicate its approval thereon as evidence of such coordination and review.
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.3 Materials and equipment incorporated in the Work shall match the approved samples within tolerances
appropriate to the items, and as may be described in the Contract Documents.
.4 The Design Build Entity shall submit shop drawings approved by the Architect of Record and samples of
submittals that relate to finish materials and products.
.5 Any variation in quality must be approved by the City.
3.11.3 Field Engineering
.1 The Design Build Entity shall retain and pay expenses of a civil engineer or land surveyor to establish on the Site
the required reference points and benchmarics, establish building lines and elevations, check for building framing,
plumbness, and establish on building frame the required basic grid lines. The engineer or land surveyor shall be
licensed in the State of Califomia.
.2 The Design Build Entity shall locate and protect control points prior to starting Work on the Project site and
preserve pennanent reference points during construction, and shall require the engineer or surveyor to replace
control points which become lost or destroyed.
3.11.4 Geotechnical and Survey
.1 The City has provided the Design Build Entity with a geotechnical report which includes supporting data, findings
and recommendations; and also with a legal description and a project survey that are included in the Contract
Documents. The Design Work shall be consistent with both the findings and recommendations ofthe geotechnical
report and legal description and project survey.
.2 The Design Build Entity shall verify the location and depth (elevation) of all existing utilities and services before
perfonning any excavation Work.
3.12 MONTHLY REPORTS
3.12.1 The Design Build Entity shall prepare and submit to the City, during both the Construction Documents Phase and the
Construction Phase, monthly reports on the Woric accomplished during the prior monthly period. Such reports shall be prepared
in a manner and in a fonnat approved by the City. Reports shall be fumished at the time of submission of each monthly
application for payment. The monthly report shall also set forth the Design Build Entity's projected progress forthe forthcoming
month.
3.13 OTHER REPORTS
3.13.1 The Design Build Entity will cooperate with the City in preparing, or causing to be prepared, all or part of, periodic
project reports required by state or federal agencies.
3.14 NOTICES OF LABOR DISPUTE
3.14.1 If Design Build Entity has knowledge that any actual or potential labor dispute is delaying, or threatens to delay, the
timely perfomiance of the Woric, Design Build Entity shall immediately give notice including all relevant infonnation to the City.
3.14.2 Design Build Entity agrees to insert the substance of this Article including this Article 3.14.2, in any subcontract to
which a labor dispute may delay the timely performance of the Work, except that each subcontract shall provide that in the event
its timely perfomiance is delayed or threatened by delay by any actual or potential labor dispute, the subcontractor shall
immediately notify the next higher tier subcontractor or Design Build Entity, as the case may be, of all relevant infonnation
conceming the dispute.
3.15 GUARANTEE
3.15.1 The Design Build Entity unconditionally guarantees the Woric will be completed in accordance with the requirements
of tiie Contract Documents, and will remain fl'ee of defects in workmanship and materials for a period of two (2) years fi'om the
date of Final Completion, unless a longer guarantee period is specifically called for in the Contract Documents. The Design
Build Entity shall repair or replace any and all work, together with any adjacent work that may have been damaged or displaced,
which was not in accordance with the requirements of the Contract Documents, or that may be defective in its woricmanship or
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material within the guarantee period specified in the Contract Documents, without any expense whatsoever to the City; ordinary
wear and tear and abuse excepted.
3.15.2 The Design Build Entity further agrees, within fourteen (14) days, or as such shorter period as may be designated for
emergency repairs, after being notified in writing by the City, of any woric not in accordance with the requirements ofthe Contract
Documents or any defects in the Work, that the Design Build Entity shall commence and execute, with due diligence, all work
necessary to fijifill the terms ofthe guarantee. If the City finds that the Design Build Entity fails to perform any ofthe work under
the guarantee, the City may elect to have the work completed at the Design Build Entity's expense and the Design Build Entity
will pay costs of the work upon demand. The City will be entitied to all costs, including reasonable attorneys' fees and
consultants' expenses necessarily incurred upon the Design Build Entity's refusal to pay the above costs.
3.15.3 Notwithstanding the foregoing Article 3.15.2, in the event of an emergency constituting an immediate hazard to health
or safety of the City employees, property, or licensees, the City may undertake, at the Design Build Entity's expense and without
prior notice, all work necessary to correct such hazardous condition(s) when it is caused by work of the Design Build Entity not
being in accordance with the requirements of the Contract Documents.
3.16 SCHEDULES REQUIRED OF DESIGN BUILDER
3.16.1 The Preliminary Schedule provided with the Request for Proposal provides the Design Build Entity schedule information
to illustrate all Contract Milestones and any anticipated overiap of Phases. The Design Build Entity shall develop its required
Contract schedules for review and approval by the City based on and consistent with such Preliminary Schedule.
3.16.2 Design Build Entity shall submit an initial Contract Schedule and updated Contract Schedules to City's Representative
in the form and within the time limits required by the Contract Documents, or, if no such time period is specified, within a
reasonable period of time. City's Representative will detennine acceptability of the Contract Schedule and updated Contract
Schedules within the time limits required by the Contract Documents, or if no such time period is specified, within a reasonable
period of time. If the City's Representative deems the Contract Schedule or updated Contract Schedule unacceptable, it shall
specify in writing to Design Build Entity the basis for its objection.
3.16.3 The Contract Schedule and updated Contract Schedules shall represent a practical plan to complete the Work within
the Contract Time. Schedules showing the Work completed in less tiian the Conti-act Time as reflected in the Preliminary
Schedule may be acceptable if judged by City's Representative to be practical. Schedules showing the Woric completed beyond
the Contract Time may be submitted under the following circumstances:
.1 If accompanied by a Change Order Request seeking an adjustment of the Contract Time consistent the
requirements of paragraph 8.4 for Adjustment ofthe Contract Time for Delay.; or
.2 If the Contract Time has passed, or if it is a practical impossibility to complete the Woric within the Contract Time,
then the updated Contract Schedule or Fragnet schedule shall show completion at the eariiest practical date.
.3 City's Representative will timely review the updated Contract Schedule or Fragnet Schedule submitted by Design
Build Entity. If City's Representative detennines that additional supporting data are necessary to fully evaluate
the updated Contract Schedule or Fragnet Schedule, City's Representative will request such additional supporting
data in writing. Such data shall be fumished no later than 10 days after the date of such request. City's
Representative will render a decision promptiy and in any case within 30 days after the later of the receipt of the
updated Contract Schedule or Fragnet Schedule or the deadline for furnishing such additional supporting data.
Failure of City's Representative to render a decision by the applicable deadline will be deemed a decision denying
approval of the updated Contract Schedule or Fragnet Schedule. Acceptance of any schedule showing
completion beyond the Contract Time by City's Representative shall not change the Contract Time and is without
prejudice to any right ofthe City. The Contract Time, not the Contract Schedule, shall control in the detennination
of liquidated damages payable by Design Build Entity under Article 5 and Article 6 of the Agreement and in the
determination of any delay under Article 8 of the General Conditions.
3.16.4 If a Contract Schedule showing the Woric completed in less than the Contract Time is accepted, Design Build Entity
shall not be entitied to extensions of the Contract Time for Excusable Delays or Compensable Delays or to adjustments of the
Contract Sum for Compensable Delays until such delays extend the Final Completion of the Woric beyond the expiration of the
Contract Time.
3.16.5 Design Build Entity shall prepare and keep current, to the reasonable satisfaction of City's Representative, a schedule
of submittals and tiiat is coordinated with the Contract Schedule.
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3.16.6 The Contract Schedule and the updated Contract Schedules shall meet the following requirements:
. 1 Schedules must be suitable for monitoring progress of tiie Work.
.2 Schedules must provide necessary data about the timing of the City decisions and City furnished items.
.3 Schedules must be in sufficient detail to demonstrate adequate planning ofthe Work.
.4 Schedules must represent a practical plan to perform and complete the Work within the Contract Time.
3.16.7 The City's Representative's review of the fonn and general content of the Contract Schedule and updated Contract
Schedules is forthe purpose of determining if the above-listed requirements have been satisfied.
3.16.8 Design Build Entity shall plan, develop, supervise, control, and coordinate the performance of the Work so that its
progress and the sequence and timing of Woric will permit its completion within the Contract Time, any Contract milestones and
any Contract phases.
3.16.9 In preparing the Preliminary Contract Schedule, the Contract Schedule, and updated Contract Schedules, Design Build
Entity shall obtain such information and data from Subcontractors as may be required to develop a reasonable and appropriate
schedule for perfonnance of the woric and shall provide such infornnation and data to the City's Representative upon request.
Design Build Entity shall continuously obtain from Subcontractors information and data about the planning for, and progress of,
the Work and the delivery of equipment, shall coordinate and integrate such information and data into updated Contract
Schedules, as appropriate, and shall monitor the progress of the Woric and the delivery of equipment. The City requires the
Design Builder to employ the "pull planning" method of schedule development.
3.16.10 Design Build Entity shall act as the expediter of potential and actual delays, interruptions, hindrances, or dismptions
for its own forces and those forces of Subcontractors, regardless of tier.
3.16.11 Design Build Entity shall cooperate with the City's Representative in the development of the Contract Schedule and
updated Contract Schedules. Design Build Entity shall plan and schedule all of its Work based on the assumption that the City
will exercise its Option for Phase 3 within 30 days ofthe completion of Phase 2 unless othenvise directed in writing by the City.
After the City exercises its Option for Phase 3, the Design Build Entity shall modify its Contract Schedule to reflect the actual
date that the City exercises its Option for Phase 3.
3.16.12 City's Representative's acceptance of or its review comments about any schedule or scheduling data shall not relieve
Design Build Entity from its sole responsibility to plan for, perform, and complete the Woric within the Contract Time. Acceptance
of or review comments about any schedule shall not transfer responsibility for any schedule to the City's Representative or the
City nor imply their agreement with (1) any assumption upon which such schedule is based or (2) any matter underiying or
contained in such schedule. Failure ofthe City's Representative to discover errors or omissions in schedules that it has reviewed,
or to inform Design Build Entity that Design Build Entity, Subcontractors, or others are behind schedule, or to direct or enforce
procedures for complying with the Contract Schedule shall not relieve Design Build Entity from its sole responsibility to perform
and complete the Work within the Contract Time and shall not be a cause for an adjustment of the Contract Time or the Contract
Sum.
3.17 AS-BUILT DOCUMENTS
3.17.1 Design Build Entity shall maintain one (1) set of As-built drawings and specifications, which shall be kept up-to-date
during the Work ofthe Contract. This document will be an electronic file or Building Infonnation Model (BIM) all changes which
are incorporated into the Woric which differ from the documents as drawn and written and approved shall be noted on the as-
built set. Notations shall reflect the actual materials, equipment and installation methods used for the Work; each revision
shall be initialed and dated by Superintendent. Prior to filing of the Notice of Completion, each drawing and the specification
cover shall be signed by Design Build Entity and dated, attesting to the completeness of the information noted therein. As-built
Documents shall be tumed over to the City's Representative and shall become part of the Record Documents as required by
the Scope of Woric.
3.18 DOCUMENTS AND SAMPLES AT PROJECT SITE
3.18.1 Design Build Entity shall maintain the following at the Project site:
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.1 One as-built copy ofthe Contract Documents, in good order and mariced to record cunrent changes and selections
made during construction.
.2 The cun-ent accepted Contract Schedule.
.3 Shop Drawings, Product Data, and Samples.
.4 All other required submittals.
These documents shall be available to the City's Representative and shall be delivered to the City's Representative for submittal
to the City upon the eariier of Final Completion or temnination of the Contract.
3.19 SHOP DRAWINGS, PRODUCT DATA, SAMPLES AND BIM MODELS
3.19.1 Definitions:
.1 Shop Drawings are drawings (physical or electronic), diagrams, schedules, and other data specially prepared for
the Woric by Design Build Entity or a Subcontractor to illustrate some portion of the Woric.
.2 Product Data are illustrations, standard schedules, performance charts, instmctions, brochures, diagrams, and
other infonnation fumished by Design Build Entity to illustrate or describe materials or equipment for some portion
ofthe Woric.
.3 Samples are physical examples that illustrate materials, equipment, or workmanship and establish standards by
which the Work will be judged.
.4 BIM Models are Building Infonnation Modeling (BIM) is a digital representation of physical and functional
characteristics of a facility. A BIM is a shared knowledge resource for infonnation about a facility forming a reliable
basis for decisions during its life-cycle; defined as existing from eariiest conception to demolition.
3.19.2 Shop Drawings, Product Data, Samples, BIM Models and similar submittals are not Contract Documents. Their
purpose is to demonstrate, for those portions of the Woric for which submittals are required, how Design Build Entity proposes
to conform to the information given and the design concept expressed in the Contract Documents.
3.19.3 Design Build Entity shall review, approve, and submit to the City's Representative Shop Drawings, Product Data,
Samples, BIM Models and similar submittals required by the Contract Documents with reasonable promptness and in such
sequence as to cause no delay in the Work or in the activities of the City or of Separate Contractors. Submittals made by Design
Build Entity that are not required by the Contract Documents may be returned without action by the City's Representative.
3.19.4 Design Build Entity shall perform no portion of the Work requiring submittal and review of Shop Drawings, Product
Data, Samples, BIM Model or similar submittals until the respective submittal has been reviewed by the City's Representative
and no exceptions have been taken by the City's Representative or the City's Representative's Consultants. Such Work shall
be in accordance with approved submittals and the Contract Documents.
3.19.5 By approving and submitting Shop Drawings, Product Data, Samples, BIM Model and similar submittals. Design Build
Entity represents that it has determined or verified materials and field measurements and conditions related thereto, and that it
has checked and coordinated the information contained within such submittals with the requirements ofthe Contract Documents
and Shop Drawings/BIM Model for related Woric.
3.19.6 If Design Build Entity discovers any conflicts, omissions, or en-ors in Shop Drawings or other submittals. Design Build
Entity shall notify the City's Representative and receive instruction before proceeding with the affected Work. Design Build
Entity shall be responsible to con-ect to the satisfaction of the City, any conflicts, omissions, or enters in Shop Drawings/BIM
Model or other submittals.
3.19.7 Design Build Entity shall not be relieved of responsibility for deviations from requirements ofthe Contract Documents
by the City's Representative's review of Shop Drawings, Product Data, Samples, BIM Model or similar submittals, unless Design
Build Entity has specifically informed the City's Representative in writing of such deviation at the time of submittal and the City's
Representative has given written approval ofthe specific deviation. Design Build Entity shall not be relieved of responsibility for
en'ors or omissions in Shop Drawings, Product Data, Samples, BIM Model or similar submittals by the City's Representative's
review, acceptance, comment, or approval thereof
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3.19.8 Design Build Entity shall direct specific attention, in writing or on resubmitted Shop Drawings, Product Data, Samples,
BIM Model or similar submittals, to revisions other than those requested by the City's Representative on previous submittals.
3.19.9 The City will review first resubmittal of Shop Drawing/BIM Model at its cost. The City reserves the right to reduce the
Contract Sum by Change Order for its cost for any subsequent reviews of Shop Drawing resubmittals.
3.20 USE OF SITE AND CLEAN UP
3.20.1 Design Build Entity shall confine operations at the Project site to areas permitted by law, ordinances, permits, and the
Contract Documents. Design Build Entity shall not unreasonably encumber the Project site with materials or equipment.
3.20.2 Design Build Entity shall, during perfomiance of the Woric, keep the Project site and surrounding area free from the
accumulation of excess dirt, waste materials, and rubbish caused by Design Build Entity. Design Build Entity shall remove all
excess dirt, waste material, and rubbish caused by the Design Build Entity; tools; equipment; machinery; and surplus materials
from the Project site and surrounding area at the completion ofthe Woric. Failure to maintain the site may cause the City to give
the Design Builder notice of this fact. Upon such notice, the Design Builder must remedy the situation within 24 hours of receipt
of the notice. The Design Builder's failure to comply may cause the City to perfonn the woric at the Design Builder's cost.
3.20.3 Personnel of Design Build Entity and Subcontractors shall not occupy, live upon, or othenvise
make use of the Project site during any time that Woric is not being performed at the Project site, except as othenvise provided
in the Contract Documents.
3.21 PROJECT SITE MAINTENANCE.
3.21.1 Cleanup and Dust Control. Throughout all phases of construction, including suspension of work, and until the final
acceptance, the Design Builder shall keep the site clean and fl^ee fi-om mbbish and debris. The Design Builder shall also abate
dust nuisance by cleaning, sweeping and sprinkling with water, or other means as necessary. The use of water resulting in
mud on public streets will not be pennitted as a substitute for sweeping or other methods.
When required by the Plans or Specifications, the Design Builder shall fumish and operate a self-loading motor sweeper with
spray nozzles at least once each woricing day for the purpose of keeping paved areas acceptably clean wherever
construction, including restoration, is incomplete.
Materials and equipment shall be removed from the site as soon as they are no longer necessary. Before the final inspection,
the site shall be cleared of equipment, unused materials, and rubbish so as to present a satisfactory clean and neat
appearance. All cleanup costs shall be included in the Design Builder's Bid.
Care shall be taken to prevent spillage on haul routes. Any such spillage shall be removed immediately and the area cleaned.
Excess excavation material from catch basins or similar stmcrtures shall be removed from the site immediately. Sufficient
material may remain for use as backfill if pennitted by the Specifications. Fomns and fonn lumber shall be removed from the
site as soon as practicable after stripping.
Failure of the Design Builder to comply with the Engineer's cleanup orders may result in an order to suspend woric until the
condition is corrected. No additional compensation will be allowed as a result of such suspension.
Cleanup and dust control required herein shall also be executed on weekends and other non-working days when needed to
preserve the health safety or welfare of the public. The Design Builder shall conduct effective cleanup and dust control
throughout the duration of the Contract. The Engineer may require increased levels of cleanup and dust control that, in
his/her sole discretion, are necessary to preserve the health, safety and welfare of the public. Cleanup and dust control shall
be considered incidental to the items of work that they are associated with and no additional payment will be made therefore.
3.21.2 Air Pollution Control. The Design Builder shall not discharge smoke, dust, or any other air contaminants into the
atmosphere in such quantity as will violate the regulations of any legally constituted authority.
3.21.3 Vennin Control. At the time of acceptance, stmctures entirely constmcted under the Contract shall be free of rodents,
insects, vermin, and pests. Necessary extermination work shall be arranged and paid for by the Design Builder as part of the
Woric within the Contract time, and shall be perfonned by a licensed extenninator in accordance with requirements of
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governing auttiorities. The Design Builder shall be liable for injury to persons or property and responsible for the elimination of
offensive odors resulting from extermination operations.
3.21.4 Sanitation. The Design Builder shall provide and maintain enclosed toilets for the use of employees engaged in the
Woric. These accommodations shall be maintained in a neat and sanitary condition. They shall also comply with all applicable
laws, ordinances, and regulations pertaining to public health and sanitation of dwellings and camps.
Wastewater shall not be intermpted. Should the Design Builder dismpt existing sewer facilities, sewage shall be conveyed in
closed conduits and disposed of in a sanitary sewer system. Sewage shall not be permitted to flow in trenches or be covered
by backfill.
3.21.5 Temporary Light, Power, and Water. The Design Builder shall fumish, install, maintain, and remove all temporary
light, power, and water at its own expense. These include piping, wiring, lamps, and other equipment necessary for the Woric.
The Design Builder shall not draw water from any fire hydrant (except to extinguish a fire), without obtaining permission from
the water agency concerned. The Design Builder shall obtain a construction meter for water used for the construction, plant
establishment, maintenance, cleanup, testing and all other work requiring water related to this contract. The Design Builder
shall contact the appropriate water agency for requirements. The Design Builder shall pay all costs of temporary light, power
and water including hookup, service, meter and any, and all, other charges, deposits and/or fees therefore. Said costs shall
be considered incidental to the items of work that they are associated with and no additional payment will be made therefore.
3.21.6 Water Pollution Control. The Design Builder shall exercise every reasonable precaution to protect channels, storm
drains, and bodies of water from pollution. It shall conduct and schedule operations so as to minimize or avoid muddying and
silting of said channels, drains, and waters. Water pollution control work shall consist of constmcting those facilities which may
be required to provide prevention, control, and abatement of water pollution.
3.21.7 The Design Builder shall comply with the Califomia State Water Resources Control Board (SWRCB) Order Number
99-08-DWQ (or cun-ent equivalent). National Pollutant Discharge Elimination System (NPDES) General Pennit Number
CAS000002, Waste Discharge Requirements (WDR's) for Discharges of Stormwater Runoff associated with Constmction
Activity (General Pennit) and subsequent adopted modifications and with all requirements ofthe Stonn Water Pollution
Prevention and Monitoring Plans for this project in accordance with these regulations.
3.22 CUTTING, FITTING, AND PATCHING
3.22.1 Design Build Entity shall do all cutting, fitting, or patching of tiie Woric required to make all parts of the Work come
together properiy and to allow the Woric to receive or be received by work of Separate Contractors shown upon, or reasonably
implied by, the Contract Documents.
3.22.2 Design Build Entity shall not endanger the Woric, the Project, or adjacent property by cutting, digging, or othenvise.
Design Build Entity shall not cut or alter the work of any Separate Contractor without the prior consent of the City's
Representative.
3.23 ACCESS TO WORK BY THE CITY
3.23.1 The City, City's Representative, their consultants, and other persons authorized by the City will at all times have access
to the Woric wherever it is in preparation or progress. Design Build Entity shall provide safe and proper facilities for such access
and for inspection.
3.23.2 The Design Build Entity shall provide field offices for the City's Representative, the City's Construction Manager, a
Field Engineer, and a small conference room within the construction office compound. The facilities provided for City personnel
shall be at suitable locations approved by the City's Representative. Such facilities must be in a room, building, or trailer provided
for this purpose with acceptable means for locking.
All facilities shall conform to the applicable codes, ordinances, and regulations of the local jurisdiction and of the State of
Califomia, and shall conform to cun-ent practice. The interior shall be paneled or suitably lined to provide a facility of good
appearance. The space shall have mechanical heating and cooling.
The Design Builder shall provide power and data connections for computers (computers to be provided by the city), a printer
connected to a common server, internet access, phones connected to a local phone company for each office and conference
room, janitorial and other maintenance services in all types of facilities provided. Such services shall include the supply ofthe
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appropriate paper products and dispensers. Trash receptacles shall be provided and emptied by the Design Builder at weekly
intervals or sooner as required. The trash shall be removed from the project site.
All costs to furnish, maintain, service, and remove the specified facilities at the project site shall be included in the price bid for
such facilities. If no bid item is provided in the proposal, costs shall be included in other items for which bids are entered.
The first progress payment will not be approved until all facilities are in place and fully comply with the Specifications.
3.24 ROYALTIES AND PATENTS
3.24.1 Design Build Entity shall pay all royalties and license fees required for the perfomiance of the Work. Design Build
Entity shall defend suits or claims resulting from Design Build Entity's or any Subcontractor's infringement of patent rights and
shall indemnify, defend and hold hannless the City and City's Representative from losses on account thereof
3.25 DIFFERING SITE CONDITIONS
3.25.1 If Design Build Entity encounters any of the following conditions at the site, Design Build Entity shall immediately
notify the City's Representative in writing of the specific differing conditions before they are disturbed and before any
affected Work is performed, and permit investigation ofthe conditions:
. 1 Subsurface or latent physical conditions at the site which differ materially from those indicated in this Contract, or
if not indicated in this Contract, in the City Furnished Infonnation; or
.2 Unknown physical conditions at the site, of an unusual nature, which differ materially from those ordinarily
encountered and generally recognized as inherent in work ofthe character provided for in the Contract.
3.25.2 Design Build Entity shall be entitied to an adjustment to the Contract Sum and/or Contract Time as the result of extra
costs and/or delays resulting from a materially differing site condition, if and only if Design Build Entity fulfills the following
conditions:
.1 Design Build Entity fully complies with Article 3.25.1 above; and
.2 Design Build Entity fully complies with Article 4 of the General Conditions (including the timely filing of a Change
Order Request and all other requirements for Change Orders Requests and Claims).
3.25.3 Adjustments to the Contract Sum and/or Contract Time shall be subject to the procedures and limitations set forth in
Articles 7 and 8 of the General Conditions.
3.26 CONCEALED, UNFORESEEN, OR UNKNOWN CONDITIONS OR EVENTS
3.26.1 Except and only to the extent provided otherwise in Articles 3.24, and Articles 7 and 8 of the General
Conditions, by signing the Agreement, Design Build Entity agrees:
.1 To bear the risk of concealed, unforeseen or unknown conditions and events, if any, which may be encountered
in performing the Contract; and
.2 That Design Build Entity's Pricing Proposal Form for the Contract was made with full knowledge of this risk.
3.26.2 In agreeing to bear the risk of concealed, unforeseen or unknown conditions and events, Design Build Entity
understands that, except and only to the extent provided othenvise in Articles 3.24, and Articles 7 and 8 of the General
Conditions, concealed, unforeseen or unknown conditions shall not excuse Design Build Entity from its obligation to achieve full
completion of the Work within the Contract Time, and shall not entitie the Design Build Entity to an adjustment of the Contract
Sum.
3.26.3 If, as the result of concealed, unforeseen or unknown conditions or events, the City issues a Change Order or Field
Order that changes design details fi-om those details depicted in the Criteria Documents, Design Build Entity shall be entitied,
subject to compliance with all the provisions of the Contract, including those set forth in Articles 4, 7 and 8 of the General
Conditions, to an adjustinent of the Contract Sum and/or Contract Time, for the cost and delay resulting from implementing the
changes to the design. Except as provided in this Article 3.25.3, or as may be expressly provided othenvise in the Contract,
there shall be no adjustment of the Contract Sum and/or Contract Time as a result of concealed, unforeseen or unknovm
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conditions or events.
3.26.4 Design Build Entity shall, as a condition precedent to any adjustment in Contract Sum or Contract Time under this
Article 3.25.4, fully comply with Article 4 of the General Conditions (including the timely filing of a Change Order Request and
all other requirements for Change Orders Requests and Claims).
3.27 INFORMATION AVAILABLE TO PROPOSERS
3.27.1 Any information provided pursuant to REQUEST FOR PROPOSALS is subject to the following provisions:
.1 The infonnation is made available for the convenience of Proposers and is not a part of the Contract.
.2 The Design Build Entity may rely on written descriptions of physical conditions included in the information to the
extent such reliance is reasonatile.
.3 Other components of the infonnation, including but not limited to recommendations, may not be relied upon by
Design Build Entity. The City shall not be responsible for any interpretation of or conclusion drawn from the other
components of the information by the Design Build Entity.
3.28 LIABILITY FOR AND REPAIR OF DAMAGED WORK
3.28.1 Design Build Entity shall be liable for any and all damages and losses to the Project (whether by fire, theft, vandalism,
earthquake, flood or othenvise) prior to the City's acceptance of the Project as fully completed except that Design Build Entity
shall not be liable for earthquake in excess of maonitude 3.5 on the Richter Scale, tidal wave, or flood, provided that the damages
or losses were not caused in whole or in part by the negligent acts or omissions of Design Build Entity, its officers, agents or
employees (including all Subcontractors and suppliers of all tiers). As used herein, "flood" shall have the same meaning as in
the builder's risk property insurance.
3.28.2 Design Build Entity shall promptiy repair and replace any Work or materials damaged or destroyed for which the Design
Build Entity is liable under Article 3.27.1 above.
3.28.3 Notwithstanding the Design Build Entity's financial liability for any damage or losses that may or may not be covered
by the builder's risk property insurance provided hereunder, the Design Build Entity shall promptiy repair and replace any Woric
or materials damaged or destroyed during the term of this Project and work to maintain or recover the project schedule. The
Design Build Entity shall be responsible to protect the site and segregate all costs associated with any required corrective action,
including costs to expedite material and wortc overtime as necessary to maintain the schedule.
3.29 INDEMNIFICATION
3.29.1 Design Builder shall assume the defense of, pay all expenses of defense, and indemnify and hold harmless
the City, and its officers and employees, from all claims, loss, damage, injury and liability of every kind, nature and
description, directly or indirectly arising from or in connection with the perfonnance of the Contract or work; or from
any failure or alleged failure of Design Builder to comply with any applicable law, mles or regulations including those
relating to safety and health; and from any and all claims, loss, damages, injury and liability, howsoever the same
may be caused, resulting directly or indirectly fi-om the nature ofthe work covered by the Contract, except for loss or
damage caused by the sole or active negligence or willful misconduct of the City. The expenses of defense include
all costs and expenses including attorneys' fees for litigation, arbitration, or other dispute resolution method.
3.29.2 Design Builder shall also defend and indemnify the City against any challenges to the award of the contract
to Design Builder, and Design Builder will pay all costs, including defense costs for the City. Defense costs include
the cost of separate counsel for the City, if the City requests separate counsel.
3.29.3 Design Builder shall also defend and indemnify the City against any challenges to the award of the contract
to Design Builder, arising in whole or in part from alleged inaccuracies or misrepresentation by the Design Builder,
whether intentional or othenvise, and Design Builder will pay all costs, including defense costs for the City. Defense
costs include the cost of separate counsel for the City, if the City requests separate counsel.
3.29.4 Design Builder shall also defend and indemnify the City against any attempts by Design Builder's insurance
can-iers to recover or subrogate against the City for any and all losses arising in connection with Design Builder's
perfonnance of woric or services under the Contract covered by the insurance
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3.29.5 Design Build Entity shall indemnify, defend and hold hamiless the City, it's officials, employees, volunteers.
City's consultants. City's Representative, City's Representative's consultants, and their respective directors, officers,
agents, and employees from and against losses (including without limitation tiie cost of repairing defective work and
remedying the consequences of defective woric) arising out of, resulting from, or relating to the following:
.1 The failure of Design Build Entity to perform its obligations under the Contract.
.2 The inaccuracy of any representation or wan-anty by Design Build Entity given in accordance with or
contained in the Conti-act Documents.
.3 Any claim of damage or loss by any Subcontractor against the City arising out of any alleged act or omission
of Design Build Entity or any other Subcontractor, or anyone directiy or indirectiy employed by Design Build
Entity or any Subcontractor.
.4 Any claim of damage or loss resulting from Hazardous Materials introduced, discharged, or disturbed by
Design Build Entity as required per Article 3.10.7.
3.29.6 The City shall not be liable or responsible for any accidents, loss, injury (including death) or damages
happening or accruing during the tenn ofthe perfonnance ofthe Woric herein referred to or in connection therewith,
to persons and/or property, and Design Build Entity shall fully indemnify, defend and hold harmless the City and
protect the City from and against the same as provided in paragraph 3.28.1 above. In addition to the liability imposed
by law upon the Design Build Entity for damage or injury (including death) to persons or property by reason of the
negligence ofthe Design Build Entity, its officers, agents, employees or Subcontractors, which liability is not impaired
or othenvise affected hereby, the Design Build Entity shall defend, indemnify, hold hannless, release and forever
discharge the City, its officers, employees, and agents from and against and waive any and all responsibility of same
for every expense, liability, or payment by reason of any damage or injury (including death) to persons or property
suffered or claimed to have been suffered through any negligent act, omission, or willful misconduct of the Design
Build Entity, its officers, agents, employees, or any of its Subcontractors, or anyone directiy or indirectiy employed by
either of them or from the condition of the premises or any part of the premises while in control of the Design Build
Entity, its ofRcers, agents, employees, or any of its Subcontractors or anyone directiy or indirectiy employed by either
of them, arising out of the performance of the Woric called for by this Conti-act. Design Build Entity agrees that this
indemnity and hold harmless shall apply even in the event of negligence of the City, its officers, agents, or employees,
regardless of whether such negligence is contributory to any claim, demand, loss, damage, injury, expense, and/or
liability; but such indemnity and hold harmless shall not apply (i) in the event of the sole negligence of the City, its
officers, agents, or employees; or (ii) to the extent that the City shall indemnify and hold harmless the Design Build
Entity for Hazardous Materials pursuant to Article 3.10.6.
3.29.7 In claims against any person or entity indemnified under this Article 3.28 that are made by an employee of
Design Build Entity or any Subcontractor, a person indirectiy employed by Design Build Entity or any Subcontractor,
or anyone for whose acts Design Build Entity or any Subcontractor may be liable, the indemnification obligation under
this Article 3.28 shall not be limited by any limitation on amount or type of damages, compensation, or benefits payable
by or for Design Build Entity or any Subcontractor under workers' compensation acts, disability benefit acts, or other
employee benefit acts.
3.29.8 The indemnification obligations under this Article 3.28 shall not be limited by any assertion or finding that the
person or entity indemnified is liable by reason of a non-delegable duty.
3.29.9 Design Build Entity shall indemnify the City from and against losses resulting from any claim of damage made
by any Separate Contiractor against the City arising out of any alleged acts or omissions of Design Build Entity, any
Subcontractor, anyone directly or indirectiy employed.by either of them, or anyone for whose acts either of them may
be liable.
3.29.10 Design Build Entity shall indemnify Separate Contractor from and against losses arising out of the negligent
acts, omissions, or willful misconduct of Design Build Entity, any Subcontractor, anyone directly or indirectly employed
by either of tiiem, or anyone for whose acts either of them may be liable.
3.29.11 Design Build Entity shall indemnify, defend, and hold hannless the City and its officers, employees, agents,
volunteers, and representatives (collectively, "Indemnitee"), against all liability, demands, claims, costs, damages,
injury including death, settlements, and expenses (including without limitation, interest and penalties) incun^ed by
Indemnitee arising out of the performance of services or Design Build Entity's other obligations under this Contract,
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but only in proportion to and to the extent such losses are caused by or result from (1) the negligent acts or omissions
of Design Build Entity, its officers, agents, employees, subcontractors, consultants, or any person or entity for whom
Design Build Entity is responsible (collectively, "Indemnitor"); (2) the breach by Indemnitor of any ofthe provisions of
this Contract; or (3) willfiji misconduct by Indemnitor.
3.29.12 The indemnification obligations under this Article 3.28 shall not be limited by any assertion or finding that (1)
the person or entity indemnified is liable by reason of non-delegable duty, or (2) the losses were caused in part by the
negligence of, breach of contract by, or violation of law by Indemnitee. The obligation to defend shall arise regardless
of any claim or assertion that Indemnitee caused or contributed to the losses. Indemnitor's reasonable defense costs
(including attomey and expert fees) incun-ed in providing a defense for Indemnitees shall be reimbursed by the City
except to the extent such defense costs arise, under principles of comparative fault, from Indemnitor's (a) negligent
acts or omissions; (b) breach of any of the provisions of this Contract; or (c) willful misconduct.
3.29.13 Design Build Entity shall indemnify, defend, and save harmless Indemnitee from and against all loss, cost,
expense, royalties, claims for damages or liability, in law or in equity, including, without limitation, attomey's fees,
court costs, and other litigation expenses that may at any time arise or be set up for any infringement (or alleged
infringement) of any patent, copyright, trade secret, trade name, ti-ademaric or any other proprietary right of any person
or entity in consequence of the use on the Project by Indemnitee of the Design Materials or Construction Documents
(including any method, process, product, concept specified or depicted) supplied by Indemnitor in the perfonnance of
this Contract.
3.29.14 Nothing in this Contract, including the provisions of this Article 3, shall constitute a waiver or limitation of any
rights which Indemnitee may have under applicable law, including without limitation, the right to implied indemnity.
3.29.15 Design Builder's defense and indemnity obligation herein includes, but is not limited to lawsuits, damages,
fines, penalties, attomey's fees and costs arising from claims under the Americans With Disabilities Act (ADA) or other
federal or state disability access or discrimination laws arising fi-om Design Builder's Work during the course of
constmction of the improvements or after the Woric is complete, as the result of defects or negligence in Contractor's
construction ofthe improvements.
3.30 STREET CLOSURES, DETOURS, BARRICADES
3.30.1 The Design Builder shall comply with all applicable State, County, and City requirements for closure of streets. The
Design Builder shall provide ban^iers, guards, lights, signs, temporary bridges, flagpersons, and watchpersons. The Design
Builder shall be responsible for compliance with additional public safety requirements which may arise. The Design Builder shall
fumish and install signs and waming devices and promptiy remove them upon completion ofthe Woric.
After obtaining the Engineers approval and at least 5 working days before closing, detouring, partially closing or reopening any
street, alley or other public thoroughfare the Design Builder shall notify the following:
.1 The Civic Projects Manager (760)434-2949
.2 Carisbad Fire Department Dispatch (858) 757-3006
.3 Carisbad Police Department Dispatch (760) 931 -2197
.4 Carisbad Traffic Signals Maintenance (760) 434-2980
.5 Carisbad Traffic Signals Operations (760) 602-7504
.6 North County Transit District (760) 967-2828
.7 Waste Management (760) 929-9400
The Design Builder shall comply with these requirements. The Design Builder shall obtain the City's Representative's written
approval prior to deviating from the requirements of 3.30.1.2 through .7 above. The Design Builder shall obtain the written
approval no less than five working days prior to placing any traffic control that affects bus stops.
The Design Builder shall secure approval, in advance, fi-om authorities concemed forthe use of any bridges proposed by it for
public use. Temporary bridges shall be cleariy posted as to load limit, with signs and posting conforming to current requirements
covering "signs" as set forth in the Traffic Manual published by the Califomia Department of Transportation. This manual shall
also apply to the street closures, barricades, detours, lights, and other safety devices required.
All costs involved shall be included in the Bid.
2-15-12 Page 24 of 57 General Conditions
71
cM.o> Exhibite
*' r^ADI CRAn Las Palmas Renovations
L.AKL:)BAU Project NO. 4207
Traffic controls shall be in accordance with the plans. The Califomia Manual on Unifomi Traffic Control Devices (FHWA MUTCD
2003 Revision 1, as amended for use in Califomia) and these provisions. If any component in the traffic control system is
damaged, displaced, or ceases to operate or function as specified, from any cause, during the progress of the woric, the Design
Builder shall immediately repair said cxjmponent to its original condition or replace said component and shall restore the
component to its original location. In the event that the Design Builder fails to install and/or maintain barricades or such other
trafllc signs, markings, delineation or devices as may be required herein, the City's Representative may, at his/her sole option,
install the traffic signs, markings, delineation or devices and charge the Design Builder twenty doilars ($25.00) per day per traffic
sign or device, or the actual cost of providing such traffic conti-ol facility, whichever is the greater.
3.31 ALLOWANCES/CONTRACTOR CONTROLLED CONTINGENCY
3.31.1. The Design Builder shall include in the Contract Sum all allowances stated in the Contract Documents. Items covered
by allowances shall be supplied for such amounts and by such persons or entities as chosen by the Design Builder and the City
in the Subcontractor Selection process defined in the Technical Proposal.
3.31.2 Allowances shall cover the cost to the Design Builder or materials and equipment delivered at the site and all required
taxes, less applicable discounts..
3.31.3 Whenever qualified costs are more or less than the allowance, the Contract Sum shall be adjusted accordingly by
Change Order, as per the Change Order process defined herein. These credits/costs will include overhead, profit, insurance,
taxes, and all other burdens,
3.31.4 The City reserves the right to cancel an allowance and not execute any of the work defined in that allowance. All costs
shown for the allowance plus all overhead, profit, insurance, taxes, and any other indirect costs shall be reimbursed to the City.
3.31.5 All unused portions of the Contractor Controlled contingency (as shown on the Bid Spread Sheet Form from the Price
Proposal) shall be retumed to the City at the completion of the project.
ARTICLE 4
ADMINISTRATION OF THE CONTRACT
4.1 ADMINISTRATION OF THE CONTRACT BY THE CITY'S REPRESENTATIVE
4.1.1 The City's Representative will provide limited administration of the Contract as provided in the Contract Documents
and will be the representative of the City. The City's Representative will have authority to act on behalf of the City only to the
extent provided in the Contract Documents.
The City shall designate, from time to time, one or more representatives authorized to act on the City's behalf with respect to
the Project, together with the scope of his/her respective authority. Functions for which this Contract provides will be perfonned
by the City may be delegated by the City only by written notice to the Design Build Entity from the City. The Design Build Entity
shall not be entitied to rely on directions (nor shall it be required to follow the directions) from anyone outside the scope of that
person's authority as set forth in written autiiorization pursuant to this Contract. Directions and decisions made by the City's
Representative within his/her respective authority shall be binding on the City.
4.1.2 During the temn of this Contract, the City's Representative shall have the right to review Design Build Entity's Design
Professionals' Woric at such intervals as deemed appropriate by the City's Representative. However, no actions taken during
such review or site visit by the City's Representative shall relieve Design Build Entity of any of its obligations of single-point
responsibility for the design and constmction of this Project, nor fonn the basis for a Claim if such actions extend the Contract
Completion Date beyond the Contract Time.
4.1.3 The City's Representative will not have control over, will not be in charge of, and will not be responsible for design or
construction means, methods, techniques, sequences, or procedures, or for safety precautions and programs in connection with
the Woric, since these are solely Design Build Entity's responsibility.
4.1.4 Except as othenvise provided in the Contract Documents or when direct communications have been specifically
authorized, the City and Design Build Entity shall communicate through the City's Representative. Except when direct
communication has been specifically authorized in writing by the City's Representative, communications by Design Build Entity
with the City's consultants and City's Representative's consultants shall be through the City's Representative. Communications
by the City and City's Representative with Subcontractors will be through Design Build Entity. Communications by Design Build
2-15-12 Page 25 of 57 General Conditions
, ,rv ov Exhibite
^* PARI QRAn Las Palmas Renovations
<^AKL:>DMU Project NO. 4207
Entity and Subcontractors with Separate Contractors shall be through the City's Representative. Design Build Entity shall not
rely on oral or other non-written communications.
4.1.5 Based on the City's Representative's Project site visits, review of Design Woric, and evaluations of Design Build Entity's
Applications For Payment, the City's Representative will recommend amounts, if any, due Design Build Entity and will issue
Certificates For Payment in such amounts.
4.1.6 The City's Representative will have the authority to reject the Woric, or any portion thereof, which does not conform to
the Contract Documents. The City's Representative will have the authority to stop the Woric, or any portion thereof. Whenever
the City's Representative considers it necessary, or advisable, for implementation of the intent of the Contract Documents, the
City's Representative will have the authority to require additional inspection or testing of the Woric in accordance with the
Contract Documents, whether or not such Work is fabricated, installed, or completed. However, neither authority of the City's
Representative conferred by the Contract Documents nor any decision made in good faith either to exercise, or to not exercise
such authority, will give rise to a duty or responsibility of the City or City's Representative to Design Build Entity, or any person
or entity claiming under, or through. Design Build Entity.
4.1.7 The City's Representative will have the authority to conduct inspections as provided in the Contract Documents, to
take Beneficial Occupancy and to detennine tiie dates of Substantial Completion and Final Completion; will receive for review
and approval any records, written warranties, and related documents required by the Contract Documents and assembled by
Design Build Entity; and will issue a final Certificate For Payment upon Design Build Entity's compliance with the requirements
of the Contract Documents.
4.1.8 The City's Representative will be, in the first instance, the interpreter of the requirements of the Contract Documents
and the judge of performance thereunder by Design Build Entity. Should Design Build Entity discover any conflicts, omissions,
or errors in the Construction Documents or the Contract Documents; have any questions about the interpretation or clariflcation
ofthe Contract Documents; question whether Woric is within the scope ofthe Contract Documents; then, before proceeding with
the Woric affected. Design Build Entity shall notify the City's Representative in writing and request interpretation, or clarification.
The City's Representative's response to questions and requests for interpretations, clarifications, instmctions, or decisions will
be made with reasonable promptness. Should Design Build Entity proceed with the Work affected before receipt of a response
from the City's Representative, any portion of the Woric which is not done in accordance with the City's Representative's
interpretations, clarifications, instructions, or decisions shall be removed or replaced and Design Build Entity shall be responsible
for all resultant losses.
4.2 DESIGN BUILDER CHANGE ORDER
4.2.1 Design Build Entity may request changes to the Contract Sum and/or Contract Time for Extra Work, materially differing
site conditions, or delays to Final Completion ofthe Work.
4.2.2 Conditions precedent to obtaining an adjustment of the Contract Sum and/or Contract Time payment of money, or
other relief with respect to the Contract Documents, for any other reason, are:
.1 Timely submission of a Change Oreier Request that meets the requirements of Articles 4.2.3.1 and 4.2.3.2 below;
and
.2 If requested, timely submission of additional informational requested by the City's Representative pursuant to
Article 4.2.3.3 below.
4.2.3 Change Order Request:
4.2.3.1 A Change Order Request will be deemed timely submitted if, and only if, it is submitted within 7 days of the date the
Design Build Entity discovers, or reasonably should discover the circumstances giving rise to the Change Order Request, unless
additional time is allowed in writing by ttie City's Representative for submission of the Change Order Request, provided that if:
.1 The Change Order Request includes compensation sought by a Subcontractor; AND
.2 The Design Build Entity requests in writing to the City's Representative, within the 7-day time period, additional
time to pennit Design Build Entity to conduct an appropriate review ofthe Subcontractor Change Order Request,
then the time period for submission ofthe actual Change Order Request shall be extended by the number of days
specified in writing by the City's Representative.
2-15-12 Page 26 of 57 General Conditions
-72,
^ Exhibite
* | /-^ A DI c R A Palmas Renovations
V_,AKL5DAU Project No. 4207
4.2.3.2 A Change Order Request must state that it is a Change Order Request, state and justify the reason for the request,
and specify the amount of any requested adjustment of tiie Contract Sum, Contract Time, and/or other monetary relief. If the
Design Build Entity requests an adjustment to the Contract Sum or other monetary relief, the Design Build Entity shall submit
the following with the Change Order Request:
.1 A completed Cost Proposal in the form contained in the Price Proposal Exhibits meeting the requirements of
Article 7 of the General Conditions; OR
.2 A partial Cost Proposal and a declaration of what required information is not then known to Design Build Entity.
If Design Build Entity failed to submit a completed Cost Proposal with the Change Order Request, Design Build
Entity shall submit a completed Cost Proposal meeting the requirements of Article 7 within 7 days ofthe date the
Design Build Entity submitted the Change Order Request unless additional time is allowed by the City's
Representative.
4.2.3.3 Upon request of the City's Representative, Design Build Entity shall submit such additional information as may be
requested by the City's Representative for the purpose of evaluating the Change Order Request. Such additional information
may include:
.1 If Design Build Entity seeks an adjustment of the Contract Sum or other monetary relief, actual cost records for
any changed or extra costs (including without limitation, payroll records, material and rental invoices and the like),
shall be submitted by the deadline established by the City's Representative, who may require such actual cost
records to be submitted and reviewed, on a daily basis, by the City's Representative and/or representatives of
the City's Representative.
.2 If Design Build Entity seeks an adjustment of the Contract Time, written documentation demonstrating Design
Build Entity's entitlement to a time extension under Article 8.4, which shall be submitted within 15 days ofthe date
requested unless the City's Representative requires an eariier submission. If requested. Design Build Entity may
submit documentation in support of its request for a time extension. The City may, but is not obligated to, grant
a time extension. If deemed appropriate by the City's Representative, Design Build Entity shall submit a more
detailed schedule analysis in support of its request for a time extension.
.3 If Design Build Entity seeks an adjustment of the Contract Sum or other monetary relief for delay, written
documentation demonstrating Design Build Entity's entitlement to such an adjustinent under Article 7.3.9 of the
General Conditions, which shall be submitted within 15 days ofthe date requested.
.4 Any other information requested by the City's Representative for the purpose of evaluating the Change Order
Request, which shall be submitted by the deadline established by the City's Representative.
4.2.4 The City's Representative will make a decision on a Change Order Request, within a reasonable time, after receipt of
a Change Order Request. In the event the Change Order Request is submitted pursuant to Article 8.4.1, the City's
Representative shall promptly review and accept or reject it within thirty (30) days. A final decision is any decision on a Change
Order Request which states that it is final. If the City's Representative issues a final decision denying a Change Order Request
in whole or in part. Design Build Entity may contest the decision by filing a timely Claim under the procedures specified in Article
4.3 of the General Conditions.
4.2.5 Design Build Entity may file a written demand for a final decision by the City's Representative on all or part of any
Change Order Request as to which the City's Representative has not previously issued a final decision pursuant to Article 4.2.4
of the General Conditions; such written demand may not be made eariier than the 30th day after submission of the Change
Order Request. Within 30 days of receipt of the demand, the City's Representative will issue a final decision on the Change
Order Request. The City's Representative's failure to issue a decision within the 30-day period shall be treated as the issuance,
on the last day of the 30-day period, of a final decision to deny the Change Order Request in its entirety.
4.3 CLAIMS
4.3.1 The tenn "Claim" means a written demand or assertion by Design Build Entity seeking an adjustment or interpretation
of the terms of the Contract Documents, payment of money, extension of time, or other relief with respect to the Contract
Documents, including a detennination of disputes or matters in question between the City and Design Build Entity arising out of
or related to tiie Contract Documents or the perfonnance ofthe Woric. However, conditions listed below are not included in the
term "Claim", and are not included in the Claims procedures provided under this Article 4,
2-15-12 Page 27 of 57 General Conditions
^ Exhibit C
I i^/vni'cDArv Las Palmas Renovations
C AKLboAD Project No. 4207
.1 Claims regarding penalties for forfeitures prescribed by statute or regulation that a govemment agency is
specifically authorized to administer, settle, or detennine.
.2 Claims regarding personal injury, death, reimbursement, or other compensation arising out of or resulting from
liability for personal injury or death.
.3 Claims by the City, except as set forth in Article 4.7.4 of the General Conditions.
.4 Claims respecting stop notices.
4.3.2 A Claim arises upon the issuance of a written final decision denying in whole or in part Design Build Entity's Change
Order Request pursuantto Article 4.2.4 of tiie General Conditions.
4.3.3 A Claim must include the following:
. 1 A statement that it is a Claim and a request for a decision pursuant to Article 4.5 of the General Conditions.
.2 A detailed factual nan-ative of events fully describing the nature and circumstances giving rise to the Claim,
including but not limited to, necessary dates, locations, and items of woric affected.
.3 A certification, executed by Design Build Entity, that the claim is filed in good faith. The certification must be
made on the Claim Certification fomn, included in the Standard Fonns to the Contract. The language ofthe Claim
Certification form may not be modified.
.4 A certification, executed by each Subcontractor claiming more than 5% of the total monetary amount sought by
the claim, that the Subcontractor's portion of the claim is filed in good faith. The certification must be made on
the Claim Certification fonn, included in the Standard Fonns to the Contract. The language of the Claim
Certification form may not be modified.
.5 A statement demonstrating that a Change Order Request was timely submitted as required by Article 4.2.4 of the
General Conditions.
.6 If a Cost Proposal or declaration was required by Article 4.2.3 of the General Conditions, a statement
demonstrating that the Cost Proposal or the declaration was timely submitted as required by Article 4.2.3 of the
General Conditions.
.7 A detailed justification for any remedy or relief sought by the Claim, including to the extent applicable, the
following:
. 1 If the Claim involves Extra Woric, an estimate of the costs must of the amounts claimed, including ttie items
specifled in Article 7.3.2 ofthe General Conditions. The cost breakdown must be provided even if the costs
claimed have not been incun-ed when the Claim is submitted. To the extent costs have been incun-ed when
the Claim is submitted, the Claim must include actual cost records (including without limitation, payroll
records, material and rental invoices and the like) demonstrating that costs claimed have actually been
incurred. To the extent costs have not yet been incun-ed at the time the Claim is submitted, actual cost
records must be submitted on a cun-ent basis not less than once a month during any periods costs are
incurred. A cost record will be considered current if submitted within 30 days of the date the cost reflected
in the record is incurred. At the request of tiie City's Representative, claimed extra costs may be subject to
further verification procedures (such as having an inspector verify the performance of alleged Extra Work
on a daily basis). The cost breakdown must include an itemization of costs for i) labor including names,
classifications, regular hours and overtime hours woriced, dates woriced, and other pertinent information; ii)
materials stored or incorporated in the woric including invoices, purchase orders, location of materials either
stored or incorporated into the woric, dates materials were transported to the project or incorporated into the
work, and other pertinent infonnation; and iii) itemization of machinery and equipment including make,
model, hours of use, dates of use and equipment rental rates of any rented equipment.
.2 The Design Build Entity shall be responsible for all en-ors and omissions contained within the Constmction
Documents.
2-15-12 Page 28 of 57 General Conditions
^ Exhibit C
t r (I' V o f /_as Palmas Renovations
' CARLSBAD Pro/ecf A/0. 4207
3 If the Claim involves an extension of the Contract Time, written documentation demonstrating the Design
Build Entity's entitiement to a time extension under Article 8.4 of the General Conditions, including the
specific dates for which a time extension is sought and the specific reasons for entitlement of a time
extension.
4 If the Claim involves an adjustment of the Contract Sum for delay, written documentation demonstrating the
Design Build Entity's entitiement to such an adjustment under Article 7.3.9 of the General Conditions,
including but not limited to, a detailed time impact analysis ofthe Contract Schedule. The Contract Schedule
must demonstrate Design Build Entity's entitiement to such an adjustment under Article 7.3.9 ofthe General
Conditions.
4.4 ASSERTION OF CLAIMS
4.4.1 Claims by Design Build Entity shall be first submitted to the City's Representative for decision.
4 4 2 Notwithstanding the making of any Claim or the existence of any dispute regarding any Claim, unless othenvise
directed by the City's Representative, Design Build Entity shall not cause any delay, cessation, or temiination in or of Design
Build Entity's perfomiance ofthe Woric, but shall diligentiy proceed with perfomiance ofthe Woric in accordance with the Contract
Documents.
4 4 3 Design Build Entity shall submit a Claim in writing, together with all supporting data specified in Article 4.3.3 of the
General Conditions, to the City's Representative as soon as possible but not later than 30 days after the date the Claim arises
under Article 4 3 2 of the General Conditions, provided that after written notification to the City's Representative within
such time period, the time period for submission of the Claim shall be extended by the number of days specified in wnting
by the City's Representative where the Claim includes compensation sought by a Subcontractor and the Design BuHd
Entity requests an extension of time to permit it to discharge its responsibilities to conduct an appropriate review of the
Subcontractor claim.
4 4 4 Design Build Entity agrees that strict compliance with the requirements of Articles 4.2, 4.3, and 4.4 of the General
Conditions are conditions precedent to Design Build Entity's right to arbitrate or litigate a Claim. Design Build Entity specifically
agrees to assert no Claims in art)itration or litigation unless there has been strict compliance with Articles 4.2 43 and 4.4 of
the General Conditions. The failure of Design Build Entity to strictiy comply with the requirements of Articles 4.2 4^ and 4.4 of
the General Conditions constitutes a failure by Design Build Entity to exhaust its administrative remedies with the City, thereby
denying any court or artjitration panel of jurisdiction to adjudicate the Claim.
4.5 DECISION OF CITY'S REPRESENTATIVE ON CLAIMS
4 5 1 The City's Representative will timely review Claims submitted by Design Build Entity. If the City's Representative
determines tiiat additional supporting data are necessary to fully evaluate a Claim, the City's Representative w.h request such
additional supporting data in writing. Such data shall be fumished no later than 10 days af^er the date of such reque^ the
City's Representative will render a decision promptiy and in any case within 30 days after the teter of the receipt of the Claim or
the deadline for fumishing such additional supporting data; provided that, if the amount of the Claim is in excess of $50,000 he
aforesaid 30-day period shall be 60 days. Failure ofthe City's Representative to render a decision by the applicable deadline
will be deemed a decision denying the Claim on the date of ttie deadline. The decision ofthe City's Representative will be final
and binding unless appealed in accordance with Articles 4.5.2, and 4.5.3,of the General Conditions.
The City's Representative's decision on a Claim or dispute will include a statement substantially as follows:
"This is a decision under Article 4.5 of the General Conditions of your contract. If you are dissatisfied with the decision, and if
you complied with the procedural requirements for asserting claims specified in Article 4 of the General Conditions of your
contract, you must follow the procedures in Article 4.7. If you fail to take appropnate action with 30 days of the date of this
decision', the decision shall become final and binding and not subject to further appeal."
4 5 2 If either Design Build Entity or the City disputes the City's Representative's decision on a Claim, such party (the
"Disputing Party") must either provide a written notice its election to proceed under Article 4.7 within 30 days after he decision
ofthe City's Representative or, if no decision has been issued, within 30 days from the date ofthe applicable deadline in Article
4.5.1 of the General Conditions for the City's Representative to render a decision.
2 15 12 Page 29 of 57 General Conditions
-1^
^ Exhibit C
* /-^ A D Tc D A r-k Pa/mas Renovations CAKLbDAU Project No. 4207
4.5.3 If a notice of election to proceed under Article 4.7 is not given by either party within 30 days after the decision of the
City's Representative, the City's Representative's decision on the Claim will be final and binding and not subject to appeal or
challenge.
4.5.4 NOT USED
4.5.5 Any dispute which cannot be resolved between the parties shall be resolved through litigation shall be filed in the
Superior Court of the State of Califomia, in the County of San Diego. Design Build Entity agrees to incorporate this provision
into all subcontracts.
4.5.6 The parties will attempt in good faith to resolve any controversy or Claim arising out of or relating to this Contract by
negotiation.
4. 6 NOT USED
4.7 DISPUTE RESOLUTION
4.7.1
Claims between the City and the Design Build Entity of $375,000 or less shall be resolved in accorance with the procedures
establised in Part 3, Chapter 1, Article 1.5 off the Califomia Public Contract Code, §§ 20104 et seq.; provided however that
Califomia Public Contract Code § 20104.2 shall not supersede the requirements ofthe Contract Documents with respect to the
Contractor's notification to the City of such claim or extend the time for giving of such notice as provideded in the Contract
Documents.
4.7.2
Except as provided in Article 4.7.2 any other claims, disputes or other matters in controversy shall be resolved as follows. In
lieu of, or prior to litigation, the parties shall endeavor to settle disputes by mediation in accordance with the Constmction
Industry Mediation Rules ofthe American AriDitration Association then in effect unless the parties mutualy agree othenvise to
a different method of altemative dispute resolution.
4.8 WAIVER
4.8.1 A waiver of, or failure by, the City or City's Representative to enforce any requirement in this Article 4, including, without
limitation, the requirements in Articles 4.2, 4.3, 4.4, and 4.5 in connection with any Claim shall not constitute a waiver of, and
shall not preclude the City or City's Representative from enforcing, such requirements in connection with any other Claims.
4.8.2 The Design Build Entity agrees and understands that no oral approval, either express or implied, of any Claim shall be
binding upon the City unless and until such approval is ratified by execution of a written Change Order.
ARTICLE 5
SUBCONTRACTORS
5.1 AWARD OF SUBCONTRACTS AND OTHER CONTRACTS FOR PORTIONS OF THE WORK
5.1.1 Design Build Entity shall submit to the City's Representative an updated Expanded List of Subcontractors (see contract
Standarel Fomis) along with their respective addresses, telephone numbers, e-mail addresses and Design Builder's license
numbers. The Expanded List of Subcontractors shall be provided no later than thirty (30) days after the date which the City
provides Letter of Design Review. If the Project is to proceed on a fast track/phased basis as identified in the exhibits, then a
Letter of Design Review will be issued by the City for each such design submittal associated with a particular phase and identified
in the Standard Fomis. Failure to identify Subcontractors within the time period(s) above shall commit the Design Build Entity to
carrying out the Constmction Woric witti its own forces.
5.1.2 The City has the right to request all documentation tiiat supports the Design Build Entity's selection of a Subcontractor.
The City shall have the right of final approval as to the qualification(s) of a Subcontractor to perfonn its designated scope of
woric. Within the City's sole discretion, any Subcontractor may be deemed not qualified to perfonn work on the Project if the
City or City's Representative detennines that the Subcontractor fails to meet tiie requirements of the Contract Documents, or
for any otiier reason.
2-15-12 Page 30 of 57 General Conditions
^1
^ Exhibit C
I r- A n i CD Ar\ Las Palmas Renovations
CAKLoBAU Project No. 4207
5.1.3 The Subcontractors listed by Design Build Entity shall only be substituted in strict accordance with the "Subletting and
Subcontracting Fair Practices Act" and upon the written consent of the City. Only upon compliance with the "Subletting and
Subcontracting Fair Practices Act" and with the written consent ofthe City shall a substitution be made.
5.1.4 Any increase in the cost of the Woric resulting from the replacement or substitution of a Subcontractor pursuant to
above Article 5.1.3 or as required by the City or City's Representative pursuant to above Article 5.1.2, shall be bome solely by
Design Build Entity. Design Build Entity shall not be entitied to any increase in Contract Sum or an extension of Contract Time
due to such replacement or substitution.
5.2 SUBCONTRACTUAL RELATIONS
5.2.1 Any part of the Woric performed for Design Build Entity by a first-tier Subcontractor shall be pursuant to a written
subcontract. Each such subcontract shall require the Subcontractor, to the extent of the Woric to be performed by the
Subcontractor, to be bound to Design Build Entity by the tenns and conditions ofthe Contract Documents between tiie City and
the Design Builder, to assume toward Design Build Entity all the obligations and responsibilities which Design Build Entity
assumes towards the City by the Contract Documents, and to perfonn such portion ofthe Woric in accordance with the Contract
Documents. Each such subcontract shall preserve and protect the rights of the City under the Contract Documents, with respect
to the Woric to be performed by Subcontractor, so that subcontracting thereof will not prejudice such rights. Design Build Entity
shall cause each such subcontract to expressly include the following requirements:
. 1 Subcontractor waives all rights that Subcontractor may have against the City for damages caused by fire or other
perils covered by builder's risk property insurance carried by Design Build Entity or the City, except for such rights
Subcontractor may have to the proceeds of such insurance held by the City under Article 11 of the General
Conditions.
.2 The City, and entities and agencies designated by the City, will have access to and the right to audit and the right
to copy, at City's cost, all of Subcontractor's books, records, contracts, con-espondence, instructions, drawings,
receipts, vouchers, purchase orders, and memoranda relating to the Woric. Subcontractor shall preserve all such
records and other items for a period of at least 3 years after Final Completion.
.3 Subcontractor recognizes the rights of the City under Article 5.3 of tiie General Conditions, Contingent
Assignment of Subcontracts, and agrees, upon notice from the City that the City has elected to accept said
assignment and to retain Subcontractor pursuant to the temns of the subcontract, to complete the unperformed
obligations under the subcontract and, if requested by the City, to execute a written agreement confirming that
Subcontractor is bound to City under the tenns of the subcontract.
.4 Design Build Entity is responsible for reviewing and coordinating the Work of and among his Subcontractors and
Design Professionals. This review and coordination includes, but is not limited to, resolution of any
inconsistencies, errors or omissions.
.5 Bonds and Insurance between any Subcontractor and Design Builder is between the two parties and the
responsibility of the two parties.
5.2.2 Upon the request of the City, Design Build Entity shall promptly fumish to the City a tme, complete, and executed copy
of any subcontract.
5.2.3 Nothing contained in the Contract Documents shall create any contractual relationship between any Subcontractor and
City, except when, and only to the extent that, the City elects to accept the assignment of the subcontract with such
Subcontractor pursuant to Article 5.3 of the General Conditions, Contingent Assignment of Subcontracts.
5.3 CONTINGENT ASSIGNMENT OF SUBCONTRACTS
5.3.1 Design Build Entity hereby assigns to the City all its interest in first-tier subcontracts now or hereafter entered into by
Design Build Entity for perfonnance of any part of the Woric. The assignment will be effective upon acceptance by the City in
writing and only as to those subcontracts which the City designates in writing. The City may accept said assignment at any time
during the course of the Woric and prior to Final Completion in the event of a suspension or termination of Design Build Entity's
rights under the Contract Documents. Such assignment is part of the consideration to the City for entering into the Contract
with Design Build Entity and may not be withdrawn prior to Final Completion.
2-15-12 Page 31 of 57 General Conditions
-13
Exhibit C
* r-' A DI c R A ^as Palmas Renovations v_AKL5t5AU Project No. 4207
ARTICLE 6
CONSTRUCTION BY THE CITY OR BY SEPARATE CONTRACTORS
6.1 THE CITY'S RIGHT TO PERFORM CONSTRUCTION AND TO AWARD SEPARATE CONTRACTS
6.1.1 The City reserves the right to award separate contracts for, orto perfonn with its own forces, construction or operations
related to the Work or other construction or operations at or affecting the Project site, including portions ofthe Woric which have
been deleted by Change Order. Design Build Entity shall cooperate with the City's forces and Separate Contractors.
6.1.2 The City will provide coordination of the activities of the City's forces and of each Separate Contractor with the Work
of Design Build Entity. Design Build Entity shall participate with the City and Separate Contractors in joint review of construction
schedules and Project requirements when directed to do so. Design Build Entity shall make necessary revisions to the Contract
Schedule after such joint review.
6.2 MUTUAL RESPONSIBILITY
6.2.1 Design Build Entity shall afford the City and Separate Contractors reasonable opportunity for introduction and storage
of their materials and equipment and perfonnance of their activities. Design Build Entity shall connect, schedule, and coordinate
its construction and operations with ttie constmction and operations of the City and Separate Contractors as required by the
Contract Documents.
6.2.2 If a portion of the Woric is dependent upon the proper execution or results of other construction or operations by the
City or Separate Contractors, Design Build Entity shall inspect such other design or constmction or operations before proceeding
with that portion of the Woric. Design Build Entity shall promptiy report to the City's Representative apparent discrepancies or
defects which render the other design, constmction or operations unsuitable to receive the Woric. Unless otherwise directed by
the City's Representative, Design Build Entity shall not proceed with the portion ofthe Woric affected until apparent discrepancies
or defects have been con-ected. Failure of Design Build Entity to so report within a reasonable time after discovering such
discrepancies or defects shall constitute an acknowledgment that the other construction or operations by the City or Separate
Contractors is suitable to receive the Woric, except as to defects not then reasonably discoverable.
6.3 CITY'S RIGHT TO CLEAN UP
6.3.1 If a dispute arises between Design Build Entity and Separate Contractors as to the responsibility under their respective
contracts for maintaining the Project site and sun-ounding areas free from waste materials and mbbish, the City may clean up
and allocate the cost between those finns it deems to be responsible.
ARTICLE 7
CHANGES IN THE WORK
7.1 CHANGES
7.1.1 The City may, from time to time, order or authorize additions, deletions, and other changes in the Woric by Change
Order or Field Order without invalidating the Contract and without notice to sureties. Absence of such notice shall not relieve
such sureties of any of their obligations to the City.
7.1.2 Design Build Entity may request a Change Order under the procedures specified in Article 4.2 of the General
Conditions.
7.1.3 A Field Order may be issued by the City, does not require the agreement of Design Build Entity, and shall be valid with
or without the signature of Design Build Entity.
7.1.4 Design Build Entity shall proceed promptiy with any changes in the Woric, unless othenvise provided in the relevant
Change Order or Field Order.
2-15-12 Page 32 of 57 General Conditions
7f
Exhibit C
' * ^ADi'cRAn Las Palmas Renovations * CARLSBAD project No. 4207
7.2 CHANGES DEFINITIONS
7.2.1 A Change Order is a Contract Document (as shown in the Standard Fomns) which has been signed by both the City
and Design Build Entity, and states their agreement, as applicable, to any ofthe following:
.1 A change in the Woric.
.2 The amount of an adjustment of the Contract Sum.
.3 The amount of an adjustinent of the Contract Time.
.4 A modification to any other Contract terni or condition.
7.2.2 A Unilateral Change Order may also be issued by the City, without Design Build Entity's signature, where the City
detennines that a change in the Work requires an adjustment of the Contract Sum or Contract Time as the City believes to be
properiy due Design Build Entity, even though no agreement has been reached between the City and Design Build Entity with
regard to such change in the Work.
7.2.3 A Field Order (as shown in the Standard Fonns) is a Contract Document issued by the City that orders the Design
Build Entity to perform Woric. A Field Order may, but need not, constitute a change in the Woric and may, but need not, entitie
Design Build Entity to an adjustment ofthe Contract Sum or Contract Time.
7.3 CHANGE ORDER PROCEDURES
7 3 1 Design Build Entity shall provide a Change Order Request and Cost Proposal pursuant to Article 4.2 of the General
Conditions and this Article 7.3. Adjustments of the Contract Sum resulting from Extra Woric and Deductive Woric shall be
detemiined using one of the methods described in this Article 7.3. Adjustments of the Contract Time shall be subject to the
provisions in Article 8 ofthe General Conditions. Design Build Entity's obligation to provide Cost Proposals shall be subject to
the following:
.1 The obligation of Design Build Entity to provide Cost Proposals is not Extra Woric, and shall not entitie the Design
Build Entity to an adjustment of the Contract Sum or Contract Time.
.2 The failure of Design Build Entity to timely provide a Cost Proposal pursuant to Article 4.2 of the General
Conditions and this Article 7.3.1 is a material breach ofthe Contract. Design Build Entity shall be responsible for
any delay in implementing a change for which Design Build Entity failed to timely provide a Cost Proposal
consistent with the requirements of Article 4.2 of the General Conditions and this Article 7.3.1.
7.3.2 The temi "Cost of Extra Work" as used in this Article 7.3 shall mean actual costs incurred or to be incurred by Design
Build Entity and each Subcontractor regardless of tier involved, to the extent not othenvise disallowed under Article 7.3.3, and
shall be limited to the following (to the extent the Design Build Entity demonstrates that the costs are both reasonable and
actually incun-ed, if such costs have been incurred):
. 1 Straight-time wages or salaries for employees employed at the Project site, or at fabrication sites off the Project
site, incurred as a result of performance of the Extra Work.
.2 Fringe Benefits and Payroll Taxes for employees employed at the Project site, or at fabrication sites off the Project
site, incun-ed as a result of performance of the Extra Woric. Except: Bonuses, cell phone units and portable
computers, entertainment, etc.
.3 Overtime wages or salaries, specifically authorized in writing by the City's Representative, for employees
employed at the Project site, or at fabrication sites off the Project site, incun-ed as a result of perfonnance of the
Extra Work.
4 Fringe Benefits and Payroll Taxes for overtime Woric specifically authorized in writing by the City's Representative,
for employees employed at the Project site, or at fabrication sites off the Project site, incun-ed as a result of
performance of the Extra Woric.
.5 Costs of materials and consumable items which are fijmished and incorporated into the Extra Work, as approved
by the City's Representative. Such costs shall be charged at the lowest price available to the Design Build Entity
2-15-12 Page 33 of 57 General Conditions
^ Exhibit C
A hWx CO Ar\ Las Palmas Renovations
CAKLbbAU Project No. 4207
but in no event shall such costs exceed competitive costs obtainable fi-om other Subcontractors, suppliers,
manufacturers, and distributors in the area ofthe Project site. All discounts, rebates, and refunds and all returns
from sale of surplus materials and consumable items shall accme to the City and Design Build Entity shall make
provisions so that they may be obtained.
.6 Sales taxes on the costs of materials and consumable items which are incorporated into and used in the
perfonnance ofthe Extra Woric pursuantto Article 7.3.2.5 above.
.7 Rental charges for necessary machinery and equipment, whether owned or hired, as authorized in writing by the
City's Representative, exclusive of hand tools, used directiy in the perfonnance of the Extra Woric. Such rental
charges shall not exceed the cun-ent Equipment Rental Rates published by the California Department of
Transportation for the area in which the woric is performed. Such rental rates are found at
http://www.dot.ca.gov/hq/construc/equipmnt.httnl. Design Build Entity shall attach a copy of said schedule to the
Cost Proposal. The charges for any machinery and equipment shall cease when the use thereof is no longer
necessary for the Extra Woric.
.8 Additional costs of royalties and pennits due to the perfonnance of the Extra Woric.
.9 Cost for revisions in the Construction Documents, when such revisions are inconsistent with approvals or
instmctions previously given by the City. Revisions made necessary by adjustinents in the City's program or
project budget such costs to be computed at the houriy rates specified in the Design Professional Rate Schedule
in the Contract Documents.
.10 The cost for Insurance and Bonds shall be actual and mirror overall contract temns .1 through .9 above.
The City and Design Build Entity may agree upon rates to be charged for any of the items listed in this Article 7.3.2. Such
agreed upon rates shall be subject to audit pursuantto Article 15.7 ofthe General Conditions. Design Build Entity shall promptiy
refund to the City any amounts (including associated maric-ups) in excess ofthe actual costs of such items.
7.3.3 Cost of Extra Woric shall not include any of the following:
.1 Superintendent(s).2 Assistant Superintendent(s)
.3 Project Engineer(s)
.4 Project Manager(s)
.5 Scheduler(s)
.6 Estimator(s)
.7 Small tools (Replacement value does not exceed $300)
.8 Office expenses including staff, materials and supplies.
.9 On-site or off-site trailer and storage rental and expenses.
.10 Site fencing.
. 11 Utilities including gas, electric, sewer, water, telephone, facsimile, copier equipment
.12 Data processing personnel and equipment.
.13 Federal, state, or local business income and franchise taxes.
.14 Overhead and Profit
.15 Costs and expenses of any kind or item not specifically and expressly included in Article 7.3.2 above.
.16 Costs in Article 7.3.2.9 in excess ofthe houriy rates included in tiie Design Professional Rate Schedule.
7.3.4 The tenn "Design Build Entity Fee" shall mean the full amount of compensation, both direct and indirect (including
without limitation all overtiead and profit), to be paid to Design Build Entity for its own Woric and the Woric of all Subcontractors,
for all costs and expenses not included in the Cost of Extra Woric, whether or not such costs and expenses are specifically
refen-ed to in Article 7.3.3 above. The Design Build Entity Fee shall not be compounded.
2-15-12 Page 34 of 57 General Conditions
^1
* A DI C R A n Palmas Renovations
k,AKL5DAU Project No. 4207
The Design Build Entity Fee shall be computed as follows when the change impacts the Constmction Woric, or for the portion
of the change that is related to Constmction Work:
.1 Ten percent (10%) of the cost of that portion of the Extra Work to be performed by the Design Build Entity with
its own forces.
.2 Ten percent (10%) of the cost of that portion of the Work to be performed by a Subcontractor with its own forces,
plus 5% for the Design Build Entity. Total combined Design Build Entity and Subcontractor fee shall not exceed
15%.
.3 Ten percent (10%) of the cost of that portion of the Work to be performed by a sub-Subcontractor with its own
forces, or any lower tier of Subcontractor, plus 5% for the Subcontractor, plus 5% for the Design Build Entity.
Total combined Design Build Entity, Subcontractor and all sub-Subcontractor fees shall not exceed 20%.
.4 Notwithstanding the foregoing, the Design Build Entity Fee for additional Design Work under 7.3.2.9 of the
General Conditions shall be 3% ofthe cost of such additional Design Woric performed by a Design Professional.
The cost of such additional Design Work shall be computed using the houriy rates in the Standard Forms. The
fee for the Design Professional Subcontractors shall be the overhead/profit rate specified in the Design
Professional Rate Schedule.
7.3.5 Compensation for Extra Work shall be computed on the basis of one or more ofthe following:
.1 Where the Work involved is covered by Unit Prices contained in the Contract Documents, by application of the
Unit Prices to the quantities ofthe items involved.
.2 Where the Work involved is not covered in the RFP or by Unit Prices contained in the Contract Documents, by
application ofthe Unit Prices in 2012 RS Means Cost Data multiplied by the quantity to be adjusted multiplied by
the appropriate adjustment factor.
.3 Where the Woric involved requires revisions to the Constmction Documents when such revisions are inconsistent
with approvals or instructions previously given by the City, including revisions made necessary by adjustments in
the City's program or project budget, by application of the houriy rates reflected in the Design Professional Rate
Schedule.
.4 Where Articles 7.3.5.1, 7.3.5.2 and 7.3.5.3 above are not applicable, a mutually agreed upon lump sum supported
by a Cost Proposal pursuant to Article 7.3.1 ofthe General Conditions.
.5 If the City and Design Build Entity cannot agree upon a lump sum , by Cost of Extra Woric plus Design Build Entity
Fee applicable to such Extra Woric.
7.3.6 As a condition to Design Build Entity's right to an adjustment ofthe Contract Sum, pursuant to Article 7.3.5.5 above.
Design Build Entity must keep daily detailed and accurate records itemizing each element of cost and shall provide substantiating
records and documentation, including time cards and invoices. Such records and documentation shall be submitted to and
approved by the City's Representative on a daily basis.
7.3.7 For Woric to be deleted by Change Order, the reduction of the Contract Sum shall be computed on the basis of one or
more of the following:
.1 Unit Prices stated in the Contract Documents.
.2 Unit Prices agreed upon by the City and Design Build Entity.
.3 Where Unit Prices are not applicable, a lump sum agreed upon by the City and Design Build Entity, based upon
the actual costs which would have been incurred in perfonning the deleted portions of the Woric as calculated in
accordance with Articles 7.3.2 and 7.3.3 above and supported by a Cost Proposal pursuant to Article 7.3.1 above.
7.3.8 If any one Change involves both Extra Work and Deleted Woric in the same portion ofthe Woric, a Design Build Entity
Fee will not be allowed if the deductive cost exceeds the additive cost. If the additive cost exceeds the deductive cost, a Design
Build Entity Fee will be allowed only on the difference between the two amounts.
2-15-12 Page 35 of 57 General Conditions
^ Exhibit C
I r- A O I CD Ar\ Las Palmas Renovations
CAKL3DAL> Project No. 4207
7.3.9 The Contract Sum will be adjusted for a delay if, and only if. Design Build Entity demonstrates that all ofthe following
four conditions are met:
.1 Condition Number One: The delay results in an extension of the Contract Time pursuant to Article 8.4.1 of the
General Conditions.
.2 Condition Number Two: The delay is caused solely by one, or more of the foliowing:
.1 An error or omission in the Contract Documents caused by the City and not as a result of Design Build
Entity's failure to confonn to criteria documents, perfonnance standards. Construction Documents, or
Contract Documents; or
.2 The City's decision to change the scope of the Work, where such decision is not the result of any default or
misconduct ofthe Design Build Entity; or
.3 The City's decision to suspend the Woric, where such decision is not the result of any default or misconduct
of the Design Build Entity; or
.4 The failure of the City (including the City acting through its consultants. Design Professionals, Separate
Contractors or the City's Representative) to perform any Contract obligation where the failure to so perfonn
is not the result of any default or misconduct of the Design Build Entity.
.5 A materially differing site condition pursuant to Article 3.24 ofthe General Conditions.
.3 Condition Number Three: The delay is not concun-ent with a delay that is caused by an event other than those
listed in Article 7.3.9.2 above.
.4 Condition Number Four: The delay is not caused, in whole or in part, by an event which occurs during the
perfomiance of completing the construction drawings.
7.3.10 For each day of delay that meets all four conditions prescribed in Article 7.3.9 above, the Contract Sum will be adjusted
by the daily rate included in the Agreement and specifically identified as the rate to be paid to Design Build Entity for
Compensable Delays as agreed upon for the applicable Phase. Pursuant to Article 9.7.4 of the General Conditions, said daily
rate shall not apply to delays occuning after Substantial Completion.
7.3.11 Except as provided in Articles 7 and 8, Design Build Entity shall have no claim for damage or compensation for any
delay, intermption, tiindrance, or disruption.
7.3.12 If for any reason one or more of the conditions prescribed in Article 7.3.9 above is held legally unenforceable, the
remaining conditions must be met as a condition to obtaining an adjustment ofthe Contract Time under Article 7.3.10 above.
7.4 FIELD ORDERS
7.4.1 Field Orders issued by the City's Representative shall be subject to the following:
.1 A Field Order may state that it does or does not constitute a change in the Work.
.2 If the Field Order states that it does not constitute a change in the Woric and the Design Build Entity asserts that
the Field Order constitutes a change in the Woric, in order to obtain an adjustment ofthe Contract Sum or Contract
Time for the Woric encompassed by the Field Order, Design Build Entity must follow all procedures set forth in
Article 4 of the General Conditions, starting with the requirement of submitting a timely Change Order Request
within 7 days of Design Build Entity's receipt of the Field Order; failure to strictiy follow those procedures is a bar
to any Claim for an adjustment of the Contract Sum or Contract Time arising from perfomiance of the Woric
described in the Field Order.
.3 If the Field Order states that it does constitute a change in the Woric, the Work described in the Field Order shall
be considered Extra Woric and the Design Build Entity shall be entitied to an adjustment of tiie Contract Sum and
Contract Time, calculated under and subject to Design Build Entity's compliance with the procedures for verifying
and substantiating costs and delays in Articles 7 and 8 ofthe General Conditions.
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Ex/7/M C
• r" A DI C R A n Palmas Renovations <^AKL5r5AU Project No. 4207
.4 In addition, if the Field Order states that it does constitute a change in ttie Woric, tiie Field Order may or may not
contain the City's estimate of adjustment of Contract Sum and/or Contract Time. If the Field Order contains an
estimate of adjustment of Contract Sum or Contract Time, the Field Order is subject to the following:
. 1 The Design Build Entity shall not exceed the City's estimate of adjustment to Contract Sum or Contract Time
without written authorization by the City's Representative.
.2 If the Design Build Entity asserts that the change in the Woric encompassed by the Field Order may entitie
Design Build Entity to an adjustment of Contract Sum or Contract Time in excess of the City's estimate, in
order not to be bound by the City's estimate Design Build Entity must follow all procedures set forth in Article
4 of the General Conditions, starting with the requirement of submitting a timely Change Order Request
within 7 days of Design Build Entity's receipt of tiie Field Order; failure to strictiy follow those procedures is
a bar to any Claim for an adjustment of the Contract Sum or Contract Time, in excess of the City's estimate,
arising from perfonnance of the Work described in the Field Order.
7.4.2 Upon receipt of a Field Order, Design Build Entity shall promptiy proceed to perform the Woric as ordered in the Field
Order notwithstanding any disagreement by the Design Build Entity concerning whether the Woric is extra.
7.5 VARIATION IN QUANTITY OF UNIT PRICE WORK
7.5.1 The City has the right to increase or decrease the quantity of any Unit price item for which an estimated quantity is
stated in the Bid Form.
7.6 WAIVER
7.6.1 A waiver of, or failure by, the City or City's Representative to enforce any requirement in this Article 7, including, without
limitation, the requirements in Articles 7.3.6, 7.3.8, 7.3.9, 7.3.10, 7.3.11, or 7.3.12 in connection with any adjustment ofthe
Contract Sum, will not constitute a waiver of, and will not preclude the City, or City's Representative, from enforcing such
requirements in connection with any other adjustments ofthe Contract Sum.
7.6.2 The Design Build Entity agrees and understands that no oral approval, either express or implied, of any adjustment of
the Contract Sum by the City or its agents shall be binding upon the City unless and until such approval is ratified by execution
of a written change order.
ARTICLE 8
CONTRACT TIME
8.1 COMMENCEMENT OF THE WORK
8.1.1 The dateof commencement of the Phase of the Woric shall be set forth in the applicable Notice To Proceed. The date
of commencement of the Woric shall not be postponed by tiie failure of Design Build Entity, Subcontractors, or of persons or
firms for whom Design Build Entity is responsible, to act.
8.2 PROGRESS AND COMPLETION
8.2.1 By signing the Agreement:
.1 Design Build Entity represents to the City that the Contract Time is reasonable for performing the Woric and that
Design Build Entity is able to perform the Work within the Contract Time.
.2 Design Build Entity agrees that the City is purchasing the right to have the Design Build Entity present on the
Project site for the fljil duration of the Contract Time applicable to the Construction Phase, even if Design Build
Entity could finish the Contract in less than the Contract Time.
8.2.2 Design Build Entity shall not, except by agreement or instmction of ttie City in writing, commence operations on the
Project site or elsewhere prior to the effective date of insurance required by Article 11 ofthe General Conditions to be fumished
by Design Build Entity. The dates of commencement and Final Completion ofthe Work shall not be changed by the effective
date of such insurance.
2-15-12 Page 37 of 57 General Conditions
Exhibit C
'4 r- ADi CDAT^ Las Palmas Renovations
V^AKL5t)AU Project No. 4207
8.2.3 Design Build Entity shall proceed expeditiously with adequate forces and shall achieve Final Completion of the Work
within the Contract Time. If ttie City's Representative detennines and notifies Design Build Entity that Design Build Entity's
progress is such that Design Build Entity will not achieve Final Completion of the Work within the Contract Time, Design Build
Entity shall immediately and at no additional cost to the City, take all measures necessary, including working such overtime,
additional shifts, Sundays, or holidays as may be required to ensure that Design Build Entity will achieve Final completion ofthe
Woric within the Contract Time. Upon receipt of such notice from the City's Representative, Design Build Entity shall immediately
notify the City's Representative of all measures to be taken to ensure Final Completion of the Woric within the Contract Time.
Design Build Entity shall reimburse the City for any extra costs or expenses (including the reasonable value of any services
provided by the City's employees) incurred by the City as the result of such measures.
8.3 DELAY
8.3.1 Except and only to the extent provided othenvise in Articles 7 and 8 of the General Conditions, by signing the
Agreement, Design Build Entity agrees:
. 1 To bear the risk of delays to the Woric; and
.2 That Design Build Entity's Proposal for the Contract was made with full knowledge of this risk.
8.3.2 In agreeing to bear the risk of delays to the Woric, Design Build Entity understands that, except and only to the extent
provided othenvise in Articles 7 and 8 ofthe General Conditions, the occun-ence of events that delay the Work shall not excuse
Design Build Entity from its obligation to achieve Final Completion of the Work within the Contract Time, and shall not entitie
the Design Build Entity to an adjustment ofthe Contract Sum.
8.4 ADJUSTMENT OF THE CONTRACT TIME FOR DELAY - LD's $500.00
8.4.1 Subject to Article 8.4.2 below, the Contract Time will be extended for each day of delay for which Design Build Entity
demonstrates that all of the following four conditions have been met; a time extension will not be granted for any day of delay
for which Design Build Entity fails to demonstrate compliance with the four conditions:
.1 Condition Number One: The delay is critical. A delay is critical if and only to the extent it delays a woric activity
that cannot be delayed without delaying Final Completion ofthe Woric to a date that is beyond the Contract Time.
The Baseline Contract shall be the basis for detennining the critical path activities.
.2 Condition Number Two: Within 7 days ofthe date the Design Build Entity discovers or reasonably should discover
an act, en-or, omission or unforeseen condition or event causing the delay is likely to have an impact on the critical
path of the Project, (even if tiie Design Build Entity has not yet been delayed when the Design Build Entity
discovers or reasonably should discover the critical patii impact ofthe act, error, omission or unforeseen condition
giving rise to the delay) the Design Build Entity submits a timely and complete Change Order Request that meets
the requirements of Article 4.2 of the General Conditions.
.3 Condition Number Three: The delay is not caused by:
.1 A concealed, unforeseen or unknown condition or event except for a materially differing site condition
pursuant to Article 3.24 ofthe General Conditions; or
.2 The financial inability, misconduct or default of the Design Build Entity, a Subcontractor or supplier; or
.3 The unavailability of materials or parts; or
.4 An enror or omission in the Contract Documents caused by Design Build Entity or Design Build Entity's
Design Consultants.
.4 Condition Number Four: The delay is caused by:
.1 Fire; or
.2 Strikes, boycotts, or like obstructive actions by labor organizations; or
2-15-12 Page 38 of 57 General Conditions
^ Exhibit C
4 /--ADi CDAPi Las Palmas Renovations
CAKLbDAU Project No. 4207
.3 Acts of God (As used herein, "Acts of God" shall include only earthquakes in excess of a magnitude of 3.5
on the Richter Scale and tidal waves); or
.4 A materially differing site condition pursuant to Article 3.24 of the General Conditions; or
.5 An error or omission in the Contract Documents caused by the City; or
.6 The City's decision to change the scope of the Work, where such decision is not the result of any default
or misconduct of the Design Build Entity; or
.7 The City's decision to suspend the Woric, where such decision is not the result of any default or misconduct
ofthe Design Build Entity; or
.8 The failure of the City (including the City acting through its consultants. Design Professionals, Separate
Contractors or the City's Representative) to perfonn any Contract obligation unless such failure is due to
Design Build Entity's default or misconduct.
.9 "Adverse weather" but only for such days of adverse weather, or on-site conditions caused by adverse
weather, that are in excess of the number of days specified in the Supplementary Conditions. In order
for a day to be considered a day of adverse weather for the purpose of detennining whether Design Build
Entity is entitled to an adjustment in Contract Time, both ofthe following conditions must be met:
.1 The day must be a day in which, as a result of adverse weather, less than one half day of critical
path work is perfonned by Design Build Entity; and
.2 The day must be identified in the Contract Schedule as a scheduled work day.
8.4.2 If and only if a delay meets all four conditions prescribed in Article 8.4.1 above, then a time extension will be granted
for each day that Final Completion of the Woric is delayed beyond the Contract Time, subject to the following:
.1 When two or more delays (each of which meet all four conditions prescribed in Article 8.4.1 above) occur
concun-enUy on the same day, and each such concun-ent delay by itself without consideration of the other delays
would be critical, ttien all such concun-ent delays shall be considered critical. For the purpose of determining
whether and to what extent the Contract Time should be adjusted pursuant to this Article 8.4.2, such concun-ent
critical delays shall be treated as a single delay for each such day.
.2 Design Build Entity shall be entitled to a time extension for a day of delay that meets all four requirements of
Article 8.4.1 above if the delay is concun-ent with a delay that does not meet all four conditions of Article 8.4.1
above.
8.4.3 If for any reason one or more of the four conditions prescribed in Article 8.4.1 above is held legally unenforceable, then
all remaining conditions must be met as a condition to obtaining an extension of the Contract Time under Article 8.4.2 above.
8.5 COMPENSATION FOR DELAY
8.5.1 To the maximum extent allowed by law, any adjustment of the Contract Sum as the result of delays shall be limited to
the amounts specified in Article 7 of the General Conditions. Such adjustment shall, to the maximum extent allowed by law,
constitute payment in full for all delay related costs (including costs for dismption, interruption and hindrance, general conditions,
on and off-site overtiead and profit) of Design Build Entity, its Suppliers and Subcontractors of all tiers and all persons and
entities working under or claiming through Design Build Entity in connection with the Project.
8.5.2 By signing the Agreement, the parties agree that the City is buying the right to do any or all of the following, which are
reasonable and within the contemplation ofthe parties:
.1 To order changes in the Woric. regardless of the extent and number of changes, including without limitation:
.1 Changes to con-ect errors or omissions caused by the City, if any, in the Conti-act Documents.
.2 Changes resulting from the City's decision to change the scope of the Work subsequent to execution of
the Contract
2-15-12 Page 39 of 57 General Conditions
§6
iiit Exhibit C
' 4 r^ADi' 'cRAr-» Las Palmas Renovations
L-AKLDDAU Project No. 4207
.3 Changes due to unforeseen conditions.
.2 To suspend the Woric or any part thereof
.3 To delay the Woric, including without limitation, delays resulting from the failure of the City or the City's
Representative to timely perform any Contract obligation and delays for the City's convenience.
8.6 WAIVER
8.6.1 A waiver of, or failure by, the City or City's Representative to enforce any requirement in this Article 8, including without
limitation the requirements in Article 8.4 above, in connection with any or all past delays shall not constitute a waiver of, and
shall not preclude the City or City's Representative from enforcing, such requirements in connection with any present or future
delays.
8.6.2 Design Build Entity agrees and understands that no oral approval, either express or implied, of any time extension by
the City or its agents shall be binding upon the City unless and until such approval is ratified by execution of a written Change
Order.
ARTICLE 9
PAYMENTS AND COMPLETION
9.1 COST BREAKDOWN
9.1.1 Within 10 days after receipt ofthe Construction Notice to Proceed for Phase 3, Design Build Entity shall submit to the
City's Representative a Cost Breakdown of ttie Contract Sum in the fomn contained in the Standard Fonns. The Cost Breakdc)wn
shall itemize as separate line items the cost of each woric activity and all associated costs, including but not limited to wan-anties,
as-built documents, overhead expenses, and the total allowance for profit. Insurance and bonds shall each be listed as separate
line items. The total of all line items shall equal the Contract Sum. The Cost Breakdown, when approved by the City's
Representative, shall become the basis for determining the cost of Work perfomied for Design Build Entity's Applications for
Payment.
9.2 PROGRESS PAYMENT
9.2.1 The City agrees to pay monthly to Design Build Entity, subject to Article 9.4.3 of the General Conditions, an amount
equal to 95% ofthe sum ofthe following:
.1 Cost of the Constmction Woric in pennanent place as of the date of the Design Build Entity's Application For
Payment.
.2 Cost of materials not yet incorporated in the Construction Woric, subject to Article 9.3.5 of the General Conditions.
.3 Less amounts previously paid.
.4 During the Design Woric, the City shall pay Design Build Entity monthly a unifonn amount prorated, based on the
Contract Time and Contract Sum associated with the Constmction Documents Phase.
Under this Article 9.2.1, City may, but is not required to, pay Design Build Entity more frequently than monthly.
9.2.2 After Substantial Completion and subject to Article 9.4.3 of the General Conditions, the City will make any of the
remaining progress payments in full.
9.3 APPLICATION FOR PAYMENT
9.3.1 On or before the 5th day of the month or such other date as is established by the Contract Documents, Design Build
Entity shall submit to the City's Representative an itemized Application For Payment, for tiie cost of the Work in pennanent
place, as approved by the City's Representative, which has been completed in accordance with the Contract Documents, less
amounts previously paid. The Application For Payment shall be prepared as follows:
2-15-12 Page 40 of 57 General Conditions
er
Exhibite
»- r^ADI CRAPi Las Palmas Renovations
L.AKLot5AU Project No. 4207
.1 Use the fonn contained in the Standard Fonns.
.2 Itemize in accordance with the Cost Breakdown as applicable.
.3 Include such data substantiating Design Build Entity's right to payment as the City's Representative may
reasonably require, such as invoices, certified payrolls, daily time and material records, and, if securities are
deposited in lieu of retention pursuant to Article 9.5 of the General Conditions, a certification of the market value
of all such securities as of a date not eariier than 5 days prior to the date of the Application For Payment as
applicable.
.4 Itemize retention.
9.3.2 Applications For Payment shall not include requests for payment on account of (1) changes which have not been
authorized by Change Orders or (2) amounts Design Build Entity does not intend to pay a Subcontractor because of a dispute or
other reason.
9.3.3 If required by the City, an Application For Payment shall be accompanied by (1) a summary showing payments that
will be made to Subcontractors covered by such application and conditional releases upon progress payment or final payment
and (2) unconditional waivers and releases of claims and stop notices, in the form contained in the Standard Fonns, from each
Subcontractor listed in the preceding Application For Payment covering sums disbursed pursuant to that preceding Application
For Payment.
9.3.4 Design Build Entity warrants that, upon submittal of an Application For Payment, all Woric. for which Certificates For
Payment have been previously issued and payment has been received from the City, shall be free and clear of all claims, stop
notices, security interests, and encumbrances in favor of Design Build Entity, Subcontractors, or other persons or firms entitied
to make claims by reason of having provided labor, materials, or equipment relating to the Work.
9.3.5 At the sole discretion ofthe City, City's Representative may approve for inclusion in the Application For Payment the
cost of materials not yet incorporated in the Construction Woric but already delivered and suitably stored either at the Project site
or at some other appropriate location acceptable to the City's Representative. In such case, Design Build Entity shall furnish
evidence satisfactory to the City's Representative (1) of the cost of such materials; and (2) that such materials are under the
exclusive control of Design Build Entity. Only materials to be incorporated in the Woric will be considered for payment. Any
payment shall not be construed as acceptance of such materials nor relieve Design Build Entity fi-om sole responsibility for the
care and protection of such materials; nor relieve Design Build Entity fi-om risk of loss to such materials from any cause
whatsoever; nor relieve Design Build Entity from its obligation to complete the Woric in accordance with the Contract; nor act as
a waiver of the right of the City to require fulfillment of all terms of the Contract. Nothing contained within this Article 9.3.5 shall
be deemed to obligate the City to agree to payment for any non-incorporated materials or any part thereof, payment being in the
sole and absolute discretion ofthe City.
9.4 CERTIFICATE FOR PAYMENT
9.4.1 If Design Build Entity has submitted an Application For Payment in accordance with Article 9.3 above, the City's
Representative shall, not later than 5 woricing days after the date of receipt of the Application For Payment, issue to the City, with
a copy to Design Build Entity, a Certificate For Payment for such amount as the City's Representative determines to be properiy
due.
9.4.2 If any such Application For Payment is determined not to be in accordance with Article 9.3 above, the City will inform
Design Build Entity as soon as practicable, but not later tiian 5 working days after receipt. Thereafter, Design Build Entity shall
have 3 days to revise and resubmit such Application For Payment; otherwise the City's Representative may issue a Certificate
For Payment in the amount that the City's Representative detennines to be properiy due without regard to such Application For
Payment.
9.4.3 Approval of all or any part of an Application For Payment may be withheld, a Certificate For Payment may be withheld,
and all or part of a previous Certificate For Payment may be nullified and that amount withheld from a current Certificate For
Payment on account of any of the following:
. 1 Defective Woric not remedied.
.2 Third-party claims against Design Build Entity or the City arising from the acts or omissions of Design Build Entity
or Subcontractors.
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^ Exhibit C
'4 r^ADi CRAf-* Las Palmas Renovations CARLSBAD Project No. 4207
.3 stop notices.
.4 Failure of Design Build Entity to make timely payments due Subcontractors. (Stop Notices are withheld at 1.25%
per Public Contract Code)
.5 A reasonable doubt that the Work can be completed for the balance of the Contract Sum then unpaid.
.6 Damage to the City or Separate Contractor for which Design Build Entity is responsible.
.7 Reasonable evidence that the Woric will not be completed within the Contract Time; and that the unpaid balance
of the Contract Sum would not be adequate to cover the City's damages for the anticipated delay.
.8 Failure of Design Build Entity to maintain and update as-built documents.
.9 Failure of Design Build Entity to submit schedules or their updates as required by the Contract Documents.
.10 Failure to provide conditional or unconditional releases from any Subcontractor or supplier, if such waiver(s) have
been requested by the City's Representative.
.11 Perfonnance of Woric by Design Build Entity without properiy processed Shop Drawings.
. 12 Liquidated damages assessed in accordance with the Agreement.
.13 Failure to provide updated Reports of Subcontractor Infomiation and Self-Certifications, as applicable.
.14 Failure to provide a Final Distribution of Contract Dollars with final Application for Payment.
.15 Any other failure of Design Build Entity to perfonn its obligations under the Contract Documents.
9.4.4 Subject to the withholding provisions of Article 9.4.3 of the General Conditions, the City will pay Design Build Entity the
amount set forth in the Certificate For Payment no later than 10 days after the issuance of tiie Certificate For Payment.
9.4.5 Neither the City nor City's Representative will have an obligation to pay or to see to the payment of money to a
Subcontractor, except as may othenvise be required by law.
9.4.6 Neither a Certificate for Payment nor a progress payment made by the City will constitute acceptance of Defective
Woric.
9.5 DEPOSIT OF SECURITIES IN LIEU OF RETENTION AND DEPOSIT OF RETENTION INTO ESCROW
9.5.1 At the request and expense of Design Build Entity, a substitution of securities may be made for any monies retained
by the City under Article 9.2 to ensure perfonnance underthe Contract Documents. Securities equivalent in value to the retention
amount required by the Contract Documents for each Certificate For Payment shall be deposited by Design Build Entity with a
state or federally chartered bank in the State of Califomia ("Escrow Agent"), which shall hold such securities pursuant to the
escrow agreement refen-ed to in Article 9.5.3 until retention is due in accordance with Article 9.8. Securities shall be valued as
often as conditions ofthe securities market warrant, but in no case less than once per month. Design Build Entity shall deposit
additional securities so that the current maricet value of tiie total of all deposited securities shall be at least equal to the total
required amount of retention.
9.5.2 Altematively to Article 9.5.1 above, and at the request and expense of Design Build Entity, the City will deposit retention
directiy with Escrow Agent. Design Build Entity may direct the investment of such deposited retention into interest bearing
accounts or securities, and such deposits or securities shall be held by Escrow Agent upon the same temis provided for
securities deposited by Design Build Entity. Design Build Entity and its surety shall bear the risk of failure of the Escrow Agent
selected.
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i% Exhibit C
I r^Ani' cDAr-i Las Palmas Renovations
C-AKL5DAU Project No. 4207
9.5.3 A prerequisite to the substitution of securities in lieu of retention or the deposit of retention into escrow shall be the
execution by Design Build Entity, the City, and Escrow Agent of an Escrow Agreement for Deposit of Securities in Lieu of
Retention and Deposit of Retention in the fonn contained in the Standard Fomns. The Design Build Entity shall submit the
Selection of Retention Options and the Escrow Agreement for Deposit of Securities in Lieu of Retention and Deposit of Retention
not later than the date when 50% ofthe Woric has been completed. The terms of such escrow agreement are incorporated into
the requirements ofthis Article 9.5.
9.6 BENEFICIAL OCCUPANCY
9.6.1 The City reserves the right, at its option and convenience, to occupy or othenvise make use of any part of the
Construction Wortc at any time prior to Substantial Completion or Final Completion upon 10 days' notice to Design Build Entity.
Such occupancy or use is herein referred to as "Beneficial Occupancy." Beneficial Occupancy shall be subject to the following
conditions:
.1 The City's Representative will make an inspection of the portion of the Project to be beneficially occupied and
prepare a list of items to be completed or corrected prior to Final Completion. Prior to Beneficial Occupancy, the
City will issue a Certificate of Beneficial Occupancy on the City's form.
.2 Beneficial Occupancy by the City shall not be constmed by Design Build Entity as an acceptance by the City of
that portion ofthe Constmction Woric which is to be occupied.
.3 Beneficial Occupancy by the City shall not constitute a waiver of existing claims of the City or Design Build Entity
against each other.
.4 Design Build Entity shall provide, in the areas beneficially occupied and on a 24 hour and 7 day week basis as
required, utility services, heating, and cooling for systems which are in operable condition at the time of Beneficial
Occupancy. All responsibility for the operation and maintenance of equipment shall remain with Design Build
Entity while the equipment is so operated. Design Build Entity shall submit to the City an itemized list of each
piece of equipment so operated with the date operation commences. The Guarantee to Repair Periods, as
defined in Article 12.2, will commence upon the occupancy date stated in the Certificate of Beneficial Occupancy
except that the Guarantee to Repair Periods for that part of equipment or systems that serve portions ofthe Woric
for which the City has not taken Beneficial Occupancy or issued a Certificate of Substantial Completion shall not
commence until the City has taken Beneficial Occupancy for that portion of the Woric or has issued a Certificate
of Substantial Completion with respect to the entire Project.
.5 The City will pay all nonnai operating and maintenance costs resulting from its use of equipment in areas
beneficially occupied.
.6 The City will pay all utility costs which arise out of the Beneficial Occupancy, all utility costs prior to Beneficial
Occupancy shall be the Design Builder's responsibility.
.7 Design Build Entity shall not be responsible for providing security in areas beneficially occupied.
.8 The City will use its best efforts to prevent its Beneficial Occupancy from interfering with the conduct of Design
Build Entity's remaining Woric.
.9 Design Build Entity shall not be required to repair damage caused by the City in its Beneficial Occupancy.
.10 Except as provided in this Article 9.6, there shall be no added cost to the City due to Beneficial Occupancy.
.11 Design Build Entity shall continue to maintain all insurance required by the Contract in full force and effect.
9.7 SUBSTANTIAL COMPLETION
9.7.1 "Substantial Completion" means the stage in the progress of the Construction Woric, as determined by the City's
Representative, when the Construction Work is complete and in accordance with the Contract Documents except only for
completion of minor items which do not impair tiie City's ability to occupy and fully utilize the Constmction Woric for its intended
purpose and a Certificate of Occupancy has been issued by the City's Representative.
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^ Exhibit C
% r^ADi' cDAr-i Las Palmas Renovations
LAKL5DAU Project No. 4207
9.7.2 When Design Build Entity gives notice to the City's Representative that the Constmction Woric is substantially complete,
unless the City's Representative determines that the Constmction Woric is not sufficientiy complete to warrant an inspection to
determine Substantial Completion, the City's Representative will inspect the Constmction Woric. If the City's Representative
determines that the Woric is not substantially completed the City's Representative will prepare and give to Design Build Entity a
comprehensive list of items to be completed or corrected before establishing Substantial Completion. Design Build Entity shall
proceed promptty to complete and cortect items on the list. Failure to include an item on such list does not alter the responsibility
of Design Build Entity to complete all Constmction Woric in accordance with the Contract Documents. Upon notification that the
items on the list are completed or con-ected, as applicable, the City's Representative will make an inspection to detennine
whether the Construction Woric is substantially complete. Costs for additional inspection by the City's Representative shall be
deducted from any monies due and payable to Design Build Entity.
9.7.3 When the City's Representative detennines that the Constmction Woric is substantially complete, the City's
Representative will an-ange for inspection by the City and other officials, as appropriate, for the purpose of issuing a Certificate
of Occupancy. After a Certificate of Occupancy has been issued by all pennitting and licensing entities, the City's Representative
will prepare a Certificate of Substantial Completion on the City's fomi as contained in the Standard Fonns, which, when signed
by the City, shall establish the date of Substantial Completion and the responsibilities of the City and Design Build Entity for
security, maintenance, utilities, insurance, and damage to the Construction Woric. The City's Representative will prepare and
fumish to the Design Build Entity a comprehensive "punch list" of items to be completed or con-ected prior to Final Completion.
9.7.4 Unless othenvise provided in ttie Certificate of Substantial Completion, the Guarantee To Repair Period for the Woric
covered by the Certificate of Substantial Completion, shall commence on the date of Substantial Completion of the Constmction
Woric except that Substantial Completion shall not commence the Guarantee to Repair Period for any equipment or systems
that:
.1 Are not operational (equipment or systems shall not be considered operational if they cannot be used the intended
service; or
.2 Are not accepted by the City.
9.7.5 The Guarantee to Repair Period for equipment or systems which become fully operational and accepted subsequent
to Substantial Completion will begin on the date of their written acceptance by ttie City.
9.7.6 The daily rate included in the Agreement and specifically identified as the rate to be paid to Design Build Entity for
Compensable Delays shall not apply to any delays occumng after the Woric is substantially completed.
9.8 FINAL COMPLETION, FINAL PAYMENT, AND RELEASE OF RETENTION
9.8.1 Upon receipt of notice from Design Build Entity that the Woric is ready for final inspection, the City's Representative will
make such inspection. Final Completion shall be when the City's Representative detennines that the Woric is fully completed
and in accordance with the Contract Documents, including without limitation, satisfaction of all "punch list" items, and detennines
that a Certificate of Occupancy has been issued by the City and all pennitting and licensing entities. The City will file a Notice
of Completion within 10 days after Final Completion. After receipt of the final Application For Payment, if tiie City's
Representative detennines that Final Completion has occurted, the City's Representative will issue the final Certificate For
Payment. Final Completion must occur witti 90 days of Substantial Completion. Failure to achieve Final Completion within 90
days will change the Substantial Completion Date, causing Liquidated Damages to be assessed to the Design Build Entity for
each day Final Completion is delayed.
9.8.2 Final payment and retention shall be released to Design Build Entity, as set forth in Article 9.8.3, after:
.1 Design Build Entity submits the final Application For Payment and all submittals required in accordance with
Article 9.3;
.2 Design Build Entity submits all guarantees and warranties procured by Design Build Entity from Subcontractors,
all operating manuals for equipment installed in the Project, as-built documents, and all other submittals required
by the Contract Documents;
.4 The City's Representative issues the final Certificate For Payment.
At its sole discretion, after Final Completion, the City may waive the requirement that Design Build Entity submit a final
2-15-12 Page 44 of 57 General Conditions
^ Exhibit C
' X r ADl cUAn Las Palmas Renovations
CAKLSDAU Project NO. 4207
Application For Payment before making final payment and/or release of retention to Design Build Entity.
9.8.3 Final payment shall be paid not more than 10 days after the City's Representative issues ttie final Certificate For
Payment. Retention shall be released to Design Build Entity 35 days after the filing of the Notice of Completion.
9.8.4 Acceptance of final payment by Design Build Entity shall constitute a waiver of all claims, except claims for retention
and claims previously made in writing and identified by Design Build Entity as unsettled at the time of the final Application For
Payment. Neitiier final payment nor any remaining retained percentage shall become due until the Design Builder submits to
the City (1) an affidavit that payrolls, bills for materials and equipment, and other indebtedness connected with the Woric for
which the Owner or the Owner's property might be responsible or encumbered (less amounts withheld by Owner) have been
paid or otherwise satisfied, (2) a certificate evidencing ttiat insurance required by the Contract Documents to remain in force
after final payment is currentiy in effect and will not be canceled or allowed to expire until at least 30 days' prior written notice
has been given to the Owner, (3) a written statement that the Design Builder knows of no substantial reason that the Insurance
will not be renewable to cover the period required by the Contract Documents, (4) consent of surety, if any, to final payment and
(5) if required by the Owner, other data establishing payment or satisfaction of obligations, such as receipts, releases and
waivers of liens, claims, security interests or encumbrances arising out ofthe Contract, to the extent and in such fonn as may
be designated by the Owner. If a Subcontractor refuses to fumish a release or waiver required by the Owner, the Design Builder
may furnish a bond satisfactory to the Owner to indemnify the Owner against such lien. If such lien remains unsatisfied after
payments are made, the Design Builder shall refund to tiie Owner all money that the Owner may be compelled to pay in
discharging such lien, including all costs and reasonable attorneys' fees. Design Builder shall also fumish all wanranties,
guarantees, record documents, operating and maintenance manuals and shall have reviewed all equipment and facility
operations and maintenance with the Owner, prior to issuance ofthe Certificate of Final Completion.
ARTICLE 10
PROTECTION OF PERSONS AND PROPERTY
10.1 SAFETY PRECAUTIONS AND PROGRAMS
10.1.1 Design Build Entity shall be solely responsible for initiating, maintaining, and supervising ali safety precautions and
programs in connection with the perfonnance of the Contract.
10.2 SAFETY OF PERSONS AND PROPERTY
10.2.1 Design Build Entity shall take adequate precautions for safety of and shall provide adequate protection to prevent
damage, injury, or loss to the following:
.1 Employees involved in the Constmction Work and other persons who may be affected thereby.
.2 The Construction Work in place and materials and equipment to be incorporated therein, whether in storage on
or off the Project site, under care, custody, or control of Design Build Entity or Subcontractors.
.3 Other property at the Project site and adjoining property.
10.2.2 Design Build Entity shall erect and maintain, as required by existing conditions and perfomiance of the Work, adequate
safeguards for safety and protection, including providing adequate lighting and ventilation, posting danger signs and other
wamings against hazards, promulgating safety regulations, and notifying owners and users of adjacent sites and utilities.
10.2.3 When use or storage of explosives, other hazardous materials, equipment or unusual methods are necessary for
execution ofthe Constmction Woric, Design Build Entity shall exercise the utmost care and cany on such activities only under
the supervision of properiy qualified personnel.
10.2.4 Design Build Entity shall designate a responsible member of Design Build Entity's organization at the Project site whose
duty shall be the prevention of accidents. .
10.2.5 Design Build Entity shall not load, or pennit any part of the Construction Work or the Project site to be loaded, so as to
endanger the safety of persons or property.
10.3 EMERGENCIES
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^ Exhibit C
' 4 r^ADi'cRAr^ Las Palmas Renovations LAKLbDAU Project No. 4207
10.3.1 In an emergency affecting the safety or condition of persons or property. Design Build Entity shall act to prevent or
minimize damage, injury, or loss. Design Build Entity shall promptiy notify the City's Representative, which notice may be oral
followed by written confirmation, ofthe occurrence of such an emergency and Design Build Entity's action.
ARTICLE 11
INSURANCE AND BONDS
11.1 DESIGN BUILDER'S INSURANCE
11.1.1 Design Builder shall, obtain, pay for and maintain, or cause to be obtained, paid for and maintained, insurance
acceptable to the City that covers claims for injuries to persons or damages to property which may arise from or in connection
with the perfonnance of the work hereunder by the Design Builder, Design Builder's agents, representatives, employees, or
Subcontractors. The cost ofthe required insurance is included in the contract price. No work shall start until compliance with
all insurance requirements has been met and approved by the City.
Coverages and Limits. Design Builder shall maintain the types of coverages and minimum limits indicated herein. If the Design
Builder maintains higher limits ttian the minimums shown below, ttie City shall be entitied to coverage for higher limits maintained
by the Design Builder. All policies will remain in ftjil force and effect throughout the term ofthe Project and, when there is an
extended reporting period, shall remain in effect fbr the time stipulated.
11.1.2 The following policies and coverage shall be fumished by Design Builder:
.1 COMMERCIAL FORM GENERAL LIABILITY INSURANCE: $1,000,000 per occurrence, $1,000,000
products/completed operations, and $2,000,000 general aggregate limits annually (applicable separately to the
Project with endorsement CG-25-03 or equivalent) covering all operations by or on behalf of the Design Builder
arising out of construction of the Project, including independent Design Builders, bodily injury, personal injury,
property damage, personal and advertising liability, and liability assumed under an insured contract. The policy
form shall be at least as broad as Insurance Services Office (ISO) fomn CG0001. The policy shall not include
exclusions for property damage from explosion, collapse or underground hazard, or inadvertent constmction
defects. The products and completed operations coverage shall be maintained throughout the design-build
period and shall extend for a period of not less than 10 years beginning fi-om the time woric under this Contract is
completed.
Insurance may be met through a combination of primary and excess coverage as long as the excess coverage
is written on a "follow fonn" or umbrella basis. The umbrella or excess liability policy shall contain a clause stating
that it takes effect (drops down) in the event the primary aggregate limits are impaired or exhausted.
The Commercial General Liability policy shall be endorsed to add that the City, its officials, employees and
volunteers are additional insureds with respect to liability arising out of or connected with woric, activities or
operations perfonned by or on behalf of ttie Design Builder, including materials, parts or equipment fumished in
connection with such woric or operations; and including products and completed operations of the Design Builder;
and premises owned, leased, hired or bortowed by the Design Builder. The coverage shall contain no special
limitations on ttie scope of protection afforded to the City, its officials, employees or volunteers. Coverage for
such additional insureds is not intended and does not extend liability to the extent prohibited by Insurance Code
Section 11580.04. Additional insured coverage shall be provided by an endorsement(s) providing coverage at
least as broad as ISO Additional Insured endorsement fonn CG 20 10 11 85 or both CG 20 10 10 01 and CG 20
37 10 01. The endorsement shall be submitted to the City.
The Commercial General Liability Policy shall be endorsed to be primary insurance as respects the City, its
officials, employees and volunteers. Any insurance or self-insurance maintained by ttie City, its officials,
employees or volunteers shall be in excess of the Design Builder's insurance and shall not contribute with it. The
endorsement shall be submitted to the City.
The Commercial General Liability policy shall state that the insurance shall apply separately to each insured
against whom a claim is made or a lawsuit is brought, subject only to the limits ofthe insurer's liability.
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^3
^ Exhibit C
' * r^ADrcRAPi Las Palmas Renovations
CAKLbDAU Project No. 4207
.2 BUSINESS AUTOMOBILE LIABILITY INSURANCE: $1,000,000 per accident for bodily injury and property
damage. The policy form shall be at least as broad as Insurance Services Office Fonn Number CA 0001 covering
Code 1 (Any Auto).
The Business Automobile Liability policy shall contain a provision that the City, its officials, employees and
volunteers are insureds with respect to liability arising out of or connected with woric under this contract. The
Business Automobile policy shall be primary insurance as respects the City, its officials, employees and
volunteers. Any insurance or self-insurance maintained by the City, its officials, employees or volunteers shall be
in excess ofthe Design Builder's insurance and shall not contribute with it.
The Business Auto policy shall state that the Design Builder's insurance shall apply separately to each insured
against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability.
.3 WORKERS' COMPENSATION AND EMPLOYER'S LIABILITY INSURANCE: As required by the State of
Califomia. with Statutory Limits, and Employers' Liability insurance with a limit of no less than $1.000.000 per
accident for bodily injury or disease. Workers' Compensation insurance offered by the State Compensation
Insurance Fund is acceptable to the City.
The Workers' Compensation policy shall be endorsed to contain a waiver of subrogation in favor of the City for
all woric performed by the Design Builder, its employees, agents and subcontractors. The endorsement shall be
submitted to the City.
.4 PROFESSIONAL LIABILITY INSURANCE: $1,000,000 per occurrence (or claim if policy is written on a claims
made basis), and $2,000,000 in the aggregate and shall either be in the form of a practice policy or a project
specific policy. Design Builder agrees to maintain, and shall cause to be maintained by other Design Builders and
Subcontractors who are involved in design work or other professional services, professional liability insurance
specifically designed to protect against acts, errors or omissions of the Design Builder or other Design Builders
or Subcontractors as appropriate, and "Professional Services" as designated and any such policy must
specifically include services perfonned under this Contract. If policy is written on a claims made basis. Design
Builder or other contractor or Subcontractor as appropriate shall maintain this professional liability insurance with
a retroactive date effective before the commencement of any design, and throughout the tenn of this Contract
and fbr at least five (5) years after the date of completion and acceptance ofthe Project with preservation ofthe
retroactive date. If claims made coverage is cancelled or non-renewed and not replaced, an extended discovery
period and endorsement is acceptable to meet the five year requirement.
.5 DESIGN BUILDERS' EQUIPMENT INSURANCE: Design Builder and all Subcontractors shall maintain
insurance covering physical damage to owned, leased, rented, or borrowed equipment used or on the jobsite,
including rental charges. All Design Builders' miscellaneous tools shall be covered by the individual Design
Builder or Subcontractor.
.6 POLLUTION/ENVIRONMENTAL IMPAIRMENT LIABILITY: $1,000,000 per loss and annual aggregate
applicable to bodily injury; property damage, including loss of use of damaged property or of property ttiat has
not been physically damaged or destroyed; clean-up costs, including first party clean-up of the City's property
and third party clean-up, and bodily injury costs if project pollutants impact other properties; and defense,
including costs, fees and expenses incurred in the investigation, defense, or resolution of Claims. Coverage shall
include completed operations and shall apply to sudden and non-sudden pollution conditions. Coverage shall
apply to constmction activities and to acts, errors or omissions arising out of or in connection with Design Builder's
scope of work under this Contract. Coverage may be an-anged under a Design Builder's Pollution Liability policy,
as part of a Professional Liability policy, by any combination thereof, or by other insurance, as long as pollution
liability coverage is provided for both constmction activities and professional services. Coverage shall include
transport and disposal of contaminants and shall include liability assumed under contract. Coverage is preferred
by the City to be occurrence based. However, if provided on a claims-made basis. Design Builder warrants that
any retroactive date applicable to coverage underthe policy precedes tiie effective date ofthis Contract and that
continuous coverage shall be maintained or an extended discovery period will be exercised for a period of five
(5) years beginning from the time woric under this Contract is completed.
The Pollution/Environmental Impaimient Liability policy shall be endorsed to contain a provision that the City, its
officials, employees and volunteers are insureds or additional insureds. The endorsement shall be submitted to
the City. The Pollution/Environmental Impainnent Liability policy shall be endorsed to be primary insurance as
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^ f.rv o! Exhibite
' A DI C R A n Palmas Renovations
<^AKLbDAL» Project No. 4207
respects the City, its officials, employees and volunteers. Any insurance or self-insurance maintained by the City,
its officials, employees or volunteers shall be in excess ofthe Design Builder's insurance and shall not contribute
with it. The endorsement shall be submitted to the City.
The Pollution/Environmental Impainnent Liability policy shall state that the Design Builder's insurance shall apply
separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the
insurer's liability.
11.1.3 Additional Provisions: Design Builder shall ensure that the policies of insurance required under this agreement
contain, or are endorsed to contain the following provisions:
.1 Insurance Coverage. Insurance coverages shall not be non-renewed, suspended, voided, canceled, or reduced
in coverage or limits except after ten (10) days' prior written notice has been sent to the City by certified mail
pursuant to the Notice provisions ofthis Agreement.
.2 Deductibles and Self-Insured Retention (S.I.R.) Levels. Any deductibles or self-insured retention levels must
be declared to and approved by the City. At the option of the City, either: the insurer shall reduce or eliminate
such deductibles or self-insured retention levels as respects the City, its officials and employees; or the Design
Builder shall procure a bond guaranteeing payment of losses and related investigation, claim administration and
defense expenses. The Design Builder is responsible for any deductible or retention amount.
.3 Subcontractors. Design Builder shall include all subcontractors as insured under its policies or shall fumish
separate certificates and endorsements for each subcontractor. Coverages for subcontractors shall be subject to
all ofthe requirements stated herein.
.4 Acceptability of Insurers. Insurance is to be placed with insurers that are admitted carriers in California with a
rating in the most recent Best's Key Rating Guide of at least A-:VI1, or surplus line insurers on the State of
Califomia's List of Eligible Surplus Line Insurers (LESLI) with a rating in the latest Best's Key Rating guide of at
least A:X.
.5 Verification Of Coverage. Design Builder shall fumish the City with certificates of insurance and original
endorsements affecting required coverage. The certificates and endorsements for each insurance policy are to
be signed by a person authorized by that insurer to bind coverage on its behalf. The certificates and
endorsements are to be in forms approved by the City and are to be received and approved by the City before
the Contract is executed by the City. Design Builder shall fumish the City with new certificates of insurance and
endorsements on each renewal of coverage or change of insurers. Proof of insurance shall be sent to the City
pursuant to the Notice provisions ofthis Agreement or as may be directed in writing by .
.6 Non-Recourse Provision. All insurance policies shall provide that the insurers shall have no recourse against
the City or any other additional insured for payment of any premium or assessment or for any deductible or self-
insured retention.
7 Indemnification and Duty to Defend. The insurance coverage provided hereunder shall support, but is not
intended to limit. Design Builder's indemnification (as defined in Article 3.29) and duty to defend obligations under
this Contract or as othenvise provided by law.
.8 Enforcement. The City may take any steps necessary to assure Design Builder's compliance with its insurance
obligations and the City resen/es the right to require, at any time, complete and certified copies of any or all
required insurance policies and endorsements. Should any insurance policy lapse or be cancelled during the
Contract period Design Builder shall, no less than thirty (30) days prior to the effective expiration or cancellation,
fumish the City with written evidence of renewal or replacement of the policy. Failure to continuously maintain
insurance coverage as herein required is a material breach of this Contract and the City may maintain this
coverage and withhold or charge the expense to Design Builder or terminate the Design Builder's control of the
work in accordance with this Contract. The required insurance shall be subject to the approval of the City, but
any acceptance of copies of insurance policies, insurance certificates and self-insured documentation by the City
shall in no way limit or relieve Design Builder of its duties and responsibilities under this Contract to indemnify,
defend and hold hannless the City, its officials, employees and volunteers. Insurance coverage in the minimum
amounts set forth herein shall not be constmed to relieve Design Builder for liability in excess of such coverage,
nor shall it preclude the City from taking other actions available to it under any other provision of the Contract or
law, including the withholding of funds under this Contract. Failure of the City to enforce in a timely manner any
of the provisions of Section 10 shall not act as a waiver to enforcement of any of these provisions at a later time.
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* CARLSBAD Las Palmas Renovations
M-ju/AL^ Project No. 4207
11.2 BUILDER'S RISK PROPERTY INSURANCE
11.2.1 Throughout the design-build period until final completion of the Project, a Project specific Builder's Risk (Course of
Constmction) insurance policy, covering all design-build woric other than design (including testing and commissioning) at the
Project site, while in transit and at any temporary off-site location; all materials supplies, machinery, fixtures and equipment
intended to become a pennanent part of the Project or for permanent use in the Project or incidental to the constmction; all
temporary structures that are to be used in or incidental to the fabrication, erection, testing, or completion of the design-build
Project to the extent the cost thereof is included in the design-build woric upon which the contract price is based, while on or
about the Project site awaiting or during construction. The Builder's Risk policy:
.1 shall be written on a completed value basis in an amount not less than the full replacement value of
the Project ($2,000,000);
.2 shall be written on an "All Risk" (Special Perils) coverage fonn, including reinstatement of Limit after Loss and no
coinsurance penalty provisions;
.3 shall specifically cover loss or damage arising as a consequence of faulty workmanship or materials or design
en-or;
.4 shall include coverage for delay costs to a maximum amount 10,000 per day to include loss of revenue, loss of
investment income, continued payment of debt service, and the costs of Project redesign if a covered loss ensues
as a result of a design error.
11.2.2 The City shall provide infomiation as reasonably requested by the Design Builder or insurance company, where
necessary to complete insurance applications. The Builder's Risk insurance policy shall extend until final completion of the
Project.
11.2.3 The Builders' Risk policy shall be endorsed to name the City as Loss Payee. The endorsement shall be submitted to
the City. The Builders' Risk policy shall be endorsed to contain a waiver of subrogation in favor of the City. The endorsement
shall be submitted to the City. The Builder's Risk policy shall be endorsed to be primary insurance as respects the City, its
officials, employees and volunteers. Any insurance or self-insurance maintained by tiie City, its officials, employees or volunteers
shall be in excess ofthe Design Builder's insurance and shall not contribute with it. The endorsement shall be submitted to the
City
11.3 PERFORMANCE BOND AND PAYMENT BOND
11.3.1 Design Builder shall fumish bonds covering the faitiiful perfonnance ofthe Contract (Perfonnance Bond) and payment
of obligations arising thereunder (Payment Bond) on the fonns contained in the Standard Forms.
11.3.2 The Payment Bond and Perfomiance Bond shall each be in the amount of the Lump Sum Cost Proposal.
11.3.3 The Payment Bond and Perfonnance Bond shall be in effect on the date the Contract is signed by the City.
11.3.4 Design Builder shall promptiy fijrnish such additional security as may be required by the City to protect its interests and
those interests of persons or Amis supplying labor or materials to the Woric. Design Builder shall fumish supplemental Payment
and Perfonnance Bonds each in the amount ofthe current Contract Sum at the request ofthe City.
11.3.5 Surety companies used by Design Builder shall be, on tiie date Oie Contract is signed by the City, listed in the latest
published State of Califomia, Department of Insurance list of "Insurers Admitted to Transact Surety Insurance in This State."
11.3.6 The premiums for the Payment Bond and Perfonnance Bond shall be paid by Design Builder.
ARTICLE 12
UNCOVERING AND CORRECTION OF CONSTRUCTION WORK
12.1 UNCOVERING OF WORK
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^ Exhibit C
: J.'' 1,Ur, A r-\ Las Palmas Renovations
CAKLbBAU Project No. 4207
12.1.1 If a portion of the Constmction Woric is covered contrary to the City's Representative's request or direction, or contrary
to the requirements of the Contract Documents, it must, if required in writing by the City's Representative, be uncovered for the
City's Representative's observation and be replaced at Design Build Entity's expense without adjustment of the Contract Time
or the Contract Sum.
12.1.2 If a portion of the Constmction Woric has been covered, which is not required by the Contract Documents to be
observed or inspected prior to its being covered and which the City's Representative has not specifically requested to observe
prior to its being covered, the City's Representative may request to see such Construction Woric and it shall be uncovered and
replaced by Design Build Entity. If such Consb-uction Woric is in accordance with the Contract Documents, the costs of
uncovering and replacing the Constmction Work shall be added to the Contract Sum by Change Order; and if the uncovering
and replacing of the Construction Woric extends the Contract Time, an appropriate adjustment of the Contract Time shall be
made by Change Order. If such Construction Woric is not in accordance with the Contract Documents, Design Build Entity shall
pay such costs and shall not be entitied to an adjustment ofthe Contract Time or the Contract Sum.
12.2 CORRECTION OF DEFECTIVE WORK AND GUARANTEE TO REPAIR PERIOD
12.2.1 The tenn "Guarantee To Repair Period" means a period of 2 years, unless a longer period of time is specified,
commencing as follows:
.1 For any Constmction Woric not described as incomplete in the Certificate of Substantial Completion, on the date
of Substantial Completion.
.2 For space beneficially occupied or for separate systems fully utilized prior to Substantial Completion pursuant to
Article 9.6 of the General Conditions, fi-om the first date of such Beneficial Occupancy or actual use, as
established in a Certificate of Beneficial Occupancy.
.3 For all Construction Woric other than .1 or .2 above, ft-om the date of Final Completion.
12.2.2 Design Build Entity shall (1) correct Defective Woric that becomes apparent during the progress of the Work or during
the Guarantee To Repair Period, and (2) replace, repair, or restore to the City's satisfaction any other parts ofthe Woric and any
other real or personal property which is damaged or destroyed as a result of Defective Woric or the correction of Defective Work.
Design Build Entity shall promptiy commence such connection, replacement, repair, or restoration upon notice from the City's
Representative or ttie City, but in no case later than 10 days after receipt of such notice; and Design Build Entity shall diligently
and continuously prosecute such con-ection to completion. Design Build Entity shall bear all costs of such con-ection,
replacement, repair, or restoration, and all losses resulting ft-om such Defective Woric, including additional testing, inspection,
and compensation for the City's Representative's services and expenses. Design Build Entity shall perfonn con-ective Woric at
such times that are acceptable to the City and in such a manner as to avoid, to the extent practicable, disruption to the City's
activities.
12.2.3 If immediate correction of Defective Woric is required for life safety or the protection of property and is performed by
the City or Separate Contractors, Design Build Entity shall pay to the City all reasonable costs of con-ecting such Defective
Woric. Design Build Entity shall replace, repair, or restore to the City's satisfaction any other parts ofthe Construction Woric and
any other real or personal property which is damaged or destroyed as a result of such Defective Woric or the conection of such
Defective Work.
12.2.4 Design Build Entity shall remove from the Project site portions of the Construction Woric and materials which are not in
accordance with the Contract Documents and which are neither conrected by Design Build Entity nor accepted by the City.
12.2.5 If Design Build Entity fails to commence correction of Defective Woric within 10 days after notice from the City or City's
Representative or fails to diligentiy prosecute such correction to completion, tiie City may con-ect the Defective Woric in
accordance with Article 2.4 of the General Conditions; and, in addition, the City may remove the Defective Woric and store
salvageable materials and equipment at Design Build Entity's expense.
12.2.6 If Design Build Entity fails to pay the costs of such removal and storage as required by above Articles 12.2.4 and 12.2.5
within 10 days after written demand, the City may, without prejudice to other remedies, sell such materials at auction or at private
sale, or othenvise dispose of such material. Design Build Entity shall be entitied to the proceeds of such sale, if any, in excess
of the costs and damages for which Design Build Entity is liable to the City, including compensation for the City's
Representative's services and expenses. If such proceeds of sale do not cover costs and damages for which Design Build
Entity is liable to the City, the Contract Sum shall be reduced by such deficiency. If there are no remaining payments due Design
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' r^ADI CRAn Las Palmas Renovations L,AKL5BAU Project No. 4207
Build Entity or the remaining payments are insufficient to cover such deficiency. Design Build Entity shall promptly pay the
difference to the City.
12.2.7 Design Build Entity's obligations under this Article 12 are in addition to, and not in limitation of, its wan-anty under Article
3.4 of the General Conditions or any other obligation of Design Build Entity under the Contract Documents. Enforcement of
Design Build Entity's express warranties and guarantees to repair contained in the Contract Documents shall be in addition to
and not in limitation of any other rights or remedies the City may have under the Contract Documents or at law or in equity for
Defective Woric. Nothing contained in this Article 12 shall be construed to establish a period of limitation with respect to other
obligations of Design Build Entity under the Contract Documents. Establishment of the Guarantee To Repair Period relates
only to the specific obligation of Design Build Entity to con-ect the Woric and in no way limits either Design Build Entity's liability
for Defective Woric or the time within which proceedings may be commenced to enforce Design Build Entity's obligations under
the Contract Documents.
ARTICLE 13
TERMINATION OR SUSPENSION OF THE CONTRACT
13.1 TERMINATION BY DESIGN BUILDER
13.1.1 Subject to below Article 13.1.2, Design Build Entity shall have the right to tenninate the Contract only upon the
occurrence of one of the following:
.1 Provided that the City has not commenced reasonable action to remove any order of a court within the 90 day
period, the Work is stopped for 90 consecutive days, through no act or fault of Design Build Entity, any
Subcontractor, or any employee or agent of Design Build Entity or any Subcontractor, due to an issuance of an
order of a court or other public authority having jurisdiction or due to an act of govemment. such as a declaration
of a national emergency making material unavailable.
.2 The City fails to perfonn any material obligation under tiie Contract Documents and fails to cure such default
within 30 days, or City has not commenced to cure such default within 30 days where such cure will require a
reasonable period beyond 30 days and diligentiy prosecutes the same to completion, after receipt of notice from
Design Build Entity stating the nature of such default(s).
.3 Repeated suspensions by the City, other than such suspensions as are agreed to by Design Build Entity under
Article 13.3 below, which constitute in the aggregate more than 20% ofthe Contract Time.
13.1.2 Upon the occun-ence of one of the events listed in Article 13.1.1 above. Design Build Entity may, upon 10 days
additional notice to the City and City's Representative, and provided that the condition giving rise to Design Build Entity's right
to terminate is continuing, tenninate the Contract.
13.1.3 Upon termination by Design Build Entity, the City will pay to Design Build Entity the sum detennined by Article 13.4.4
of the General Conditions. Such payment will be the sole and exclusive remedy to which Design Build Entity is entitied in the
event of termination of the Contract by Design Build Entity pursuant to this Article 13.1; and Design Build Entity will be entitied
to no other compensation or damages and expressly waives the same.
13.2 TERMINATION BY THE CITY FOR CAUSE
13.2.1 The City will have the right to tenninate the Contract for cause at any time after the occun-ence of any of the following
events:
. 1 Design Build Entity becomes insolvent or files for relief under the bankmptcy laws of the United States.
.2 Design Build Entity makes a general assignment for the benefit of its creditors or fails to pay its debts as the same
become due.
.3 A receiver is appointed to take charge of Design Build Entity's property.
.4 The commencement or completion of any Woric activity on the critical path is more than 30 days behind the date
set forth in the Contract Schedule for such Woric activity as a result of an Unexcusable Delay. For a Contract with
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^ Exhibit C
^'An^'cDA^^ Las Palmas Renovations
LAKLbbAU Project No. 4207
a Contract Time of less than 300 days, the 30-day period shall be reduced to the number of days commensurate
with 10% ofthe Contract Time.
.5 Design Build Entity abandons the Woric.
13.2.2 Upon the occun-ence of any of the following events, the City will have the right to tenninate the Contract for cause if
Design Build Entity fails to promptiy commence to cure such default and diligently prosecute such cure within 5 days after notice
from tiie City, or within such longer period of time as is reasonably necessary to complete such cure:
.1 Design Build Entity persistentiy or repeatedly refuses or fails to supply skilled supervisory personnel, an adequate
number of properiy skilled workers, proper materials, or necessary equipment to prosecute the Work in
accordance with the Contract Documents.
.2 Design Build Entity fails to make prompt payment of amounts properiy due Subcontractors after receiving
payment from the City.
.3 Design Build Entity disregards Applicable Code Requirements.
.4 Design Build Entity persistentiy or materially fails to execute the Woric in accordance with the Contract
Documents.
.5 Design Build Entity is in default of any other material obligation under the Contract Documents.
.6 Design Build Entity persistentiy or materially fails to comply with applicable safety requirements.
13.2.3 Upon any ofthe occun-ences referred to in Articles 13.2.1 and 13.2.2 above, the City may, at its election and by notice
to Design Build Entity, tenninate the Contract and take possession ofthe Project site and all materials, supplies, equipment,
tools, and constmction equipment and machinery thereon owned by Design Build Entity; accept the assignment of any or all of
the subcontracts; and then complete the Woric by any method the City may deem expedient. If requested by the City, Design
Build Entity shall remove any part or all of Design Build Entity's materials, supplies, equipment, tools, and construction equipment
and machinery from the Project site within 7 days of such request; and if Design Build Entity fails to do so, the City may remove
or store, and after 90 days sell, any ofthe same at Design Build Entity's expense.
13.2.4 If the Contract is tenninated by the City as provided in this Article 13.2, Design Build Entity shall not be entitied to
receive any further payment until the expiration of 35 days after Final Completion and acceptance of all Woric by the City.
13.2.5 If the unpaid balance of the Contract Sum exceeds the cost of completing the Work, including all additional costs and
expenses made necessary thereby, including costs for the City staff time, plus all losses sustained, including any liquidated
damages provided under the Contract Documents, such excess shall be paid to Design Build Entity. If such costs, expenses,
losses, and liquidated damages exceed the unpaid balance ofthe Contract Sum, Design Build Entity shall pay such excess to
the City.
13.2.6 No termination or action taken by the City after termination shall prejudice any other rights or remedies of the City
provided by law or by the Contract Documents upon such termination; and the City may proceed against Design Build Entity to
recover all losses suffered by the City.
13.3 SUSPENSION BY THE CITY FOR CONVENIENCE
13.3.1 The City may, at any time and from time to time, without cause, order Design Build Entity, in writing, to suspend, delay,
or intenxipt the Woric in whole or in part for such period of time, up to 90 days, as the City may detennine, with such period of
suspension to be computed fi-om the date of delivery of the written order. Such order shall be specifically identified as a
"Suspension Order" under this Article 13.3. The Woric may be stopped for such further period as the parties may agree. Upon
receipt of a Suspension Order, Design Build Entity shall, at the City's expense, comply with its tenns and take all reasonable
steps to minimize costs allocable to the Woric covered by the Suspension Order during ttie period of Woric stoppage. Within 90
days after the issuance ofthe Suspension Order, or such extension to that period as is agreed upon by Design Build Entity and
the City, City shall either cancel the Suspension Order or delete the Woric covered by such Suspension Order by issuing a
Change Order.
13.3.2 If a Suspension Order is canceled or expires. Design Build Entity shall continue with tiie Woric. A Change Order will
be issued to cover any adjustments of the Contract Sum or the Contract Time necessarily caused by such suspension. Any
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* r^ADl CRAf^ Las Palmas Renovations CARLSBAD Project No. 4207
Claim by Design Build Entity for an adjustment of the Contract Sum or ttie Contract Time shall be made within 21 days after the
end ofthe Woric suspension. Design Build Entity agrees that submission of its claim within said 21 days is an express condition
precedent to its right to Arbitrate or Litigate such a claim.
13.3.3 The provisions ofthis Article 13.3 shall not apply if a Suspension Order is not issued by the City. A Suspension Order
shall not be required to stop the Work as pennitted or required under any other provision ofthe Contract Documents.
13.4 TERMINATION BY THE CITY FOR CONVENIENCE
13.4.1 The City may, at its option, terminate this Contract in whole or from time to time in part, at any time by giving notice to
Design Build Entity. Upon such temnination. Design Build Entity agrees to waive any claims for damages, including loss of
anticipated profits, on account thereof; and, as the sole right and remedy of Design Build Entity, the City shall pay Design Build
Entity in accordance with Article 13.4.4 below.
13.4.2 Upon receipt of notice of temnination under this Article 13.4, Design Build Entity shall, unless the notice directs
othenvise, do the following:
.1 Immediately discontinue the Work to the extent specified in the notice.
.2 Place no further orders or subcontracts for materials, equipment, sen/ices, or facilities, except as may be
necessary for completion of such portion ofthe Work as is not discontinued.
.3 Promptiy cancel, on the most favorable terms reasonably possible, all subcontracts to the extent they relate to
the performance of the discontinued portion of the Work.
.4 Thereafter, do only such Woric as may be necessary to preserve and protect Work already in progress and to
protect materials, plants, and equipment on the Project site or in transit thereto.
13.4.3 Upon such termination, the obligations ofthe Contract shall continue as to portions of the Work already performed and,
subject to Design Build Entity's obligations under Article 13.4.2 above, as to bona fide obligations assumed by Design Build
Entity prior to the date of termination.
13.4.4 Upon such temiination, the City shall pay to Design Build Entity the sum ofthe following:
.1 The amount of the Contract Sum allocable to the portion of the Woric properiy performed by Design Build Entity
as of the date of temiination. less sums previously paid to Design Build Entity.
.2 incorporation in the Work.
.3 Plus any proven losses with respect to materials and equipment directiy resulting from such termination.
.4 Plus reasonable demobilization costs.
.5 Plus reasonable costs of preparing a statement of the aforesaid costs, expenses, and losses in connection with
such termination.
13.4.5 The above payment shall be the sole and exclusive remedy to which Design Build Entity is entitied in the event of
temiination of the Contract by the City pursuant to this Article 13.4; and Design Build Entity will be entitied to no other
compensation or damages and expressly waives same.
ARTICLE 14
STATUTORY AND OTHER REQUIREMENTS
14.1 NONDISCRIMINATION
14.1.1 For purposes of this Article 14.1, the term Subcontractor shall not include suppliers, manufacturers, or distributors.
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\00
vi* cirv Of Exhibite
* CARLSBAD Las Palmas Renovations
Project No. 4207
14.1.2 Design Build Entity shall comply and shall ensure that all Subcontractors comply with Sections 12900 through 12996
of the State of Califomia Government Code.
14.1.3 Design Build Entity agrees as follows during the performance of the Woric:
.1 Design Build Entity shall provide equal treatinent to, and shall not willfully discriminate against or allow
harassment of any employee or applicant for employment on the basis of: race; color; religion; sex; age; ancestry;
national origin; sexual orientation; physical or mental disability; veteran's status; medical condition (as defined in
Section 12926 ofthe State of Califomia Government Code and including cancer-related medical conditions and
or genetic characteristics); genetic infonnation (as defined in the Genetic Infonnation Nondiscrimination Act of
2008 and including family medical history); marital status; gender identity, pregnancy, or citizenship (within the
limits imposed by law or the City's policy) or service in the unifonned services (as defined by the Unifonned
Services Employment and Reemployment Rights Act of 1994). Design Build Entity will also take affinnative action
to ensure that any such employee or applicant for employment is not discriminated against on any of the bases
identified above. Such equal treatment shall apply, but not be limited to the following: employment; upgrade;
demotion or transfer; recruitment or recruitment advertising; layoff or temiination; rates of pay or other forms of
compensation; and selection for training, including apprenticeship. The Design Build Entity also agrees to post
in conspicuous places, available to employees and applicants for employment, notices setting forth the provisions
ofthis nondiscrimination clause. The Design Build Entity will, in all solicitations or advertisements for employees
placed by or on behalf of the Design Build Entity, state that qualified applicants will receive consideration for
employment without regard to: race; color; religion; sex; age; ancestry; national origin; sexual orientation; physical
or mental disability; veteran's status; medical condition (as defined in Section 12926 of the State of California
Government Code and including cancer-related medical conditions and or genetic characteristics); genetic
information (as defined in the Genetic Infonnation Nondiscrimination Act of 2008 and including family medical
history); marital status; gender identity, pregnancy, or citizenship (within the limits imposed by law or the City's
policy) or service in the uniformed services (as defined by the Unifonned Services Employment and
Reemployment Rights Act of 1994). For purposes of ttiis provision: (1) "Pregnancy" includes pregnancy,
childbirth, and medical conditions related to pregnancy and childbirth; and (2) "Service in the uniformed services"
includes membership, application for membership, perfomiance of sen/ice, application for service, or obligation
for service in the unifonned services.
.2 Design Build Entity and all Subcontractors will pennit access to their records of employment, employment
advertisements, application fomis, and other pertinent data and records by the City or any appropriate agency of
the State of California designated by the City for the purposes of investigation to ascertain compliance with this
Article 14.1. The outcome of the investigation may result in the following:
.1 A finding of willful violation of the provisions of this Contract or of the Fair Employment Practices Act may
be regarded by the City as (1) a basis for determining that Design Build Entity is not a "responsible bidder"
as to future contracts for which such Design Build Entity may submit bids, or (2) a basis for refusing to
accept or consider the bids of Design Build Entity for future contracts.
.2 The City may deem a finding of willful violation of the Fair Employment Practices Act to have occun-ed
upon receipt of written notice firom the Fair Employment Practices Commission that it has (1) investigated
and detennined that Design Build Entity has violated the Fair Employment Practices Act, and (2) issued
an order under the State of Califomia Government Code Section 12970 or obtained an injunction under
Govemment Code Section 12973.
.3 Upon receipt of such written notice from the Fair Employment Practices Commission, City may notify
Design Build Entity that, unless it demonstrates to the satisfaction of City within a stated period that the
violation has been corrected, Design Build Entity's Proposals on future projects will not be considered.
.4 Design Build Entity agrees that, should the City detennine that Design Build Entity has not complied with
this Article 14.1, Design Build Entity shall forfeit to the City, as a penalty, for each day or portion thereof,
for each person who was denied employment as a result of such non-compliance Such penalty amounts
may be recovered from Design Build Entity; and the City may deduct any such penalty amounts from the
Contract Sum.
.5 Nothing contained in this Article 14.1 shall be construed in any manner so as to prevent the City from
pursuing any other remedies that may be available at law.
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o, Exhibite
* r'ADl <sRAn Palmas Renovations
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.6 Design Build Entity shall meet the following standards for compliance and provide the City with satisfactory
evidence of such compliance upon the City's request, which shall be evaluated in each case by the City:
.1 Design Build Entity shall notify its Superintendent and other supervisory personnel of the
nondiscrimination requirements of the Contract Documents and their responsibilities thereto.
.2 Design Build Entity shall notify all sources of employee refen-als (including unions, employment
agencies, and the State of Califomia Department of Employment) of the nondiscrimination
requirements of the Contract Documents by sending to such sources and by posting the Notice of
Equal Employment Opportunity (EEO).
.3 Design Build Entity or its representative shall, through all unions with whom it may have agreements,
develop agreements that (1) define responsibilities for nondiscrimination in hiring, referrals,
upgrading, and training and (2) implement an affirmative nondiscrimination program, in tenns of tiie
unions' specific areas of skill and geography, such that qualified minority women, non-minority
women, and minority men shall be available and given an equal opportunity for employment.
.4 Design Build Entity shali notify the City of opposition to the nondiscrimination requirements of the
Contract Documents by individuals, finns, or organizations during the term of the Contract.
.7 During the perfonnance of this contract, the recipient. Design Builder and its subcontractors shall not
deny the contract's benefits to any person on the basis of religion, color, ethnic group identification,
sex, age, physical or mental disability, nor shall they discriminate unlawfully against any employee
or applicant for employment because of race, religion, color, national origin, ancestry, physical
handicap, mental disability, medical condition, sexual orientation, marital status, age (over 40) or
sex. Design Builder shall insure that the evaluation and treatment of employees and applicants for
employment are free of such discrimination.
Labor Code Section 1735 requires as follows:
The Design Builder shall not discriminate in the employment of persons upon public works on any
basis listed in subdivision (a) of Section 12940 of the Government Code, as those bases are defined
in Sections 12926 and 12926.1 ofthe Govemment Code, except as othenvise provided in Section
12940 of the Government Code. Every contractor for public works who violates this section is subject
to all the penalties imposed for a violation of this chapter.
A violation of any of the Fair Employment Practices requirements of this Contract or of the Califomia
Fair Employment Practices Act shall be regarded by the awarding authority as a basis for determining
the Design Builder to be not a "responsible "bidder"' as to future contracts for which such Design
Builder may submit bids, for revoking the Design Builder's pre-qualification rating, if any, and for
refusing to establish, re-establish or renew a pre-qualification rating for the Design Builder and any
other contractual remedies and rights that may be available to the City to enforce compliance or
penalize Design Builder for non-compliance.
The Design Builder agrees, that should the awarding authority detennine that tiie Design Builder has
not complied with the Fair Employment Practices section of this Contract, then pursuant to Labor
Code Sections 1735 and 1775, the Design Builder shall, as a penalty to the Awarding Authority
forfeit, for each calendar day, or portion thereof, for each person who was denied employment as a
result of such non-compliance, the penalties provided in the Labor Code for violation of prevailing
wage rates. Such monies may be recovered from the Design Builder. The awarding authority may
deduct any such damages from any monies due the Design Builder
.8 Design Build Entity shall include the provisions ofthe foregoing Articles 14.1.3.2.1 through 14.1.3.2.7 in all
subcontracts with Subcontractors, so that such provisions will be binding upon each such Subcontractor.
14.2 NOT USED
14.3 NOT USED
14.4 NOT USED
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^ CARLSBAD Las Palmas Renovations
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14.5 CONSTRUCTION WORK-DAY
14.5.1 Design Build Entity shall not permit any woricer to labor more than 8 hours during any 1 day or more than 40 hours
during any 1 calendar week, except as pennitted by law and in such cases only upon such conditions as are provided by law.
Design Build Entity shall forfeit to the City, as a penalty, $25 for each woricer employed in the execution of this Contract by
Design Build Entity, or any Subcontractor, for each day during which such worker is required or permitted to work more than 8
hours in any 1 day and 40 hours in any 1 calendar week in violation ofthe terms ofthis Article 14.5 or in violation ofthe provisions
of any law of the State of California. Such forfeiture amounts may be deducted from the Contract Sum. Design Build Entity and
each Subcontractor shall keep, or cause to be kept, an accurate record showing the actual hours woriced each day and each
calendar week by each worker employed on the Project, which record shall be kept open at all reasonable hours to the inspection
of the City, its officers and agents, and to the inspection of the appropriate enforcement agency of tiie State of California
ARTICLE 15
MISCELLANEOUS PROVISIONS
15.1 GOVERNING LAW
15.1.1 This Contract shall be govemed by the laws of the State of Califomia.
15.2 SUCCESSORS AND ASSIGNS
15.2.1 The City and Design Build Entity respectively bind themselves and their successors, permitted assigns, and legal
representatives to the other party and to the successors, permitted assigns, and legal representatives of such other party in
respect to covenants, agreements, and obligations contained in the Contract Documents. Neither party to the Contract shall
assign the Contract, in whole or in part, without prior written consent of the other party. Notwithstanding any such assignment,
each of the original contracting parties shall remain legally responsible for all of its obligations under the Contract.
15.3 RIGHTS AND REMEDIES
15.3.1 All City's rights and remedies under the Contract Documents will be cumulative and in addition to, and not in limitation
of, all other rights and remedies of the City under the Contract Documents or othenvise available at law or in equity.
15.3.2 No action or failure to act by the City or City's Representative will constitute a waiver of a right afforded them under the
Contract, nor will such action or failure to act constitute approval of or acquiescence in a condition or breach thereunder, except
as may be specifically agreed in writing. No waiver by the City or City's Representative of any condition, breach or default will
constitute a waiver of any other condition, breach or default nor will any such waiver constitute a continuing waiver.
15.3.3 No provision contained in the Contract Documents shall create or give to third parties any claim or right of action against
the City, City's Representative, or Design Build Entity.
15.4 SURVIVAL
15.4.1 The provisions of the Contract which by their nature survive termination of the Contract or Final Completion, including
all wan-anties, indemnities, payment obligations, and the City's right to audit Design Build Entity's books and records, shall
remain in full force and effect after Final Completion or any termination of the Contract.
15.5 COMPLETE AGREEMENT
15.5.1 The Contract Documents constitute the full and complete understanding of the parties and supersede any previous
agreements or understandings, oral or written, with respect to the subject matter hereof. The Contract may be modified only by
a written instrument signed by both parties or as provided in Article 7 ofthe General Conditions.
2-15-12 Page 56 of 57 General Conditions
Exhibit C
^J- r~ADI <^RAn Las Palmas Renovations
l^AKL^DAU Project No. 4207
15.6 SEVERABILITY OF PROVISIONS
15.6.1 If any one or more ofthe provisions contained in the Contract Documents should be invalid, illegal, or unenforceable
in any respect, the validity, legality, and enforceability of the remaining provisions contained herein shall not in any way be
affected or impaired thereby.
15.7 THE CITY'S RIGHT TO AUDIT
15.7.1 The City and entities and agencies designated by the City will have access to and the right to audit and the right to
copy at City's cost all of Design Build Entity's books, records, contracts, con-espondence, instmctions, drawings, receipts,
vouchers, purchase orders, and memoranda relating to the Woric. Design Build Entity shall preserve all such records and other
items during the performance of the Contract and for a period of at least 3 years after Final Completion.
15.8 NOTICES
15.8.1 Except as othenvise provided, all notices, requests, demands, and other communications to be given under the
Contract Documents shall be in writing and shall be transmitted by one of the following mettiods:
.1 Personally delivered.
.2 Sent by facsimile where receipt is confirmed.
.3 Sent by courier where receipt is confinned.
.4 Sent by registered or certified mail, postage prepaid, return receipt requested.
15.8.2 Such notices and other communications in above Article 15.8.1 shall be deemed given and received upon actual receipt
in the case of all except registered or certified mail; and in the case of registered or certified mail, on the date shown on the
return receipt or the date delivery during normal business hours was attempted. Such notices and communications shall be
given at the respective street addresses set forth in the Agreement. Such street addresses may be changed by notice given in
accordance with this Article 15.8.
15.9 TIME OF THE ESSENCE
15.9.1 Time limits stated in the Contract Documents are ofthe essence ofthe Contract.
15.10 MUTUAL DUTY TO MITIGATE
15.10.1 The City and Design Build Entity shall use all reasonable and economically practicable efforts to mitigate delays
and damages to the Project and to one another with respect to the Project, regardless of the cause of such delay or
damage.
15.11 DESIGN BUILDER'S AWARENESS AND COMPUANCE WITH ADA ACT OF 1990 AND RELATED STANDARDS
15.11.1 The Design Builder's execution of the signature portion of the proposal shall constitute that the Design Builder is
aware ofthe requirements ofthe Americans with Disabilities Act of 1990 (42 USC §§ 12101) and related accessibility
standards and has complied with and will comply with these requirements, including, but not limited to verifying compliance of
their contractors, consultants, agents and employees and constmcting the project consistent with current accessibility statutes
and regulations
15.11.2 The Design Builder shall be responsible to verify with the City that that all finished sidewalk, ramp, entry access
grades, and travel patiis strictly meet ADA requirements using a 2-foot long electronic "smart level" or other device acceptable
to City. General "construction tolerances" are unacceptable. The above requirements shall supersede grades shown on plans.
If these requirements cannot be met with the existing grades or other physical or practical limitations. Design Builder shall
immediately notify City for direction before work takes place. Design Builder shall be responsible for the costs of any
corrective work due to Design Builder's failure to meet these requirements.
15.11.3 The City of Carisbad does not discriminate on the basis of handicapped status in the admission or access to, or
treatment of, or employment in its programs or activities
2-15-12 Page 57 of 57 General Conditions
CARLSBAD Exhibit D
Las Palmas Renovations
Project No 4207.
FOR
LAS PALMAS RENOVATIONS
PROJECT NO. 4207
THE CITY OF CARLSBAD
CARLSBAD, CALIFORNIA
June 18,2014
PROPOSAL TO: THE CITY OF CARLSBAD
Kevin Davis
1635 Faraday
Carlsbad, CA 92008
(760) 4602-2466
PROPOSAL FROM:
(Name of Firm Submitting Proposal)
(Address)
(City, State, Zip Code)
(Telephone & Fax Number)
(Date Submitted)
Note: All portions ofthis Pricing Proposal Form must be completed and must include the signed
Declaration on the last page of this form before the Proposal is submitted. Failure to execute the
Declaration will result in the Proposal being rejected as nonresponsive.
6-18-2014 Page 1 of 4 Pricing Proposal Form
CARLSBAD
1.0 PROPOSER'S REPRESENTATIONS
Exhibit D
Las Palmas Renovations
Project No 4207.
Proposer, represents that a) it has the appropriate active Contractor's license required by the State of
California; b) it has carefully read and examined the Proposal Documents for the proposed Work on this
Project; c) it has examined the site of the proposed Work and all information available to Prequalified
Proposers; d) it has become familiar with all the conditions related to the proposed Work, including the
availability of labor, materials, and equipment; e) that all information and submittals provided as part ofthe
prequalification process are accurate and correct. Proposer hereby offers to furnish all labor, materials,
equipment, tools, transportation, and services necessary to complete the proposed Work on this Project in
accordance with the Contract Documents for the sums quoted. Proposer further agrees that it will not
withdraw its Proposal within 45 days after the Proposal Deadline, and that, if it is selected as the apparent
"best value" responsive and responsible Proposer, that it will, within 10 days after receipt of notice of
selection, sign and deliver to City the Agreement in triplicate and furnish to City all items required by the
Proposal Documents. If awarded the Contract, Proposer agrees to complete the proposed Work within the
number of days specified in the Agreement.
2.0 ADDENDA
Proposer acknowledges that it is Proposer's responsibility to ascertain whether any Addenda have been
issued and if so, to obtain copies of such Addenda from City's facility at the appropriate address stated on
Page 1 of this Price Proposal Form. Proposer therefore agrees to be bound by all Addenda that have been
issued for this Proposal.
3.0 The Total Proiect Cost shall Include all costs to complete the Work and shall Include all
allowances and anv involuntary changes that impacts the Total Proiect Cost. The Total
Proiect Cost shall NOT include anv voluntary Proiect Enhancements/lnnovations/Energy
Efficiency Voluntary Alternatives submitted in the Proposal or any Altematives defined
herein.
4.0 Breakdown of cost proposal:
41 Demolition of existing roof/HVAC/Curbs $
42 Costs for new PVC roof and insulation $
43 Costs for new HVAC Equipment $
44 Costs for exterior caulking replacement $
45 Costs for lens replacements - skylights $
4.6 Design costs $
47 Overhead costs $
48 Profit $
49 Total Cost (copy this total into Sectbn 5.0) $
6-18-2014 Page 2 of 4 Pricing Proposal Form
CARLSBAD Exhibit D
Las Palmas Renovations
Project No 4207.
5.0 PRICING PROPOSAL
PRICING PROPOSAL
TOTAL PROJECT COST = $XX,XXX,XXX
9 J
(Place figures in appropriate boxes.)
Addition of items 4.1 - 4.8 above.
6.0 ALTERNATIVES
Provide all design, engineering, coordination, labor, materials, equipment, accessories, and Design Build
Entity and subcontractor overhead, mark-up, and profit required for the following Alternates. Indicate by
marking only one of the three boxes ("Add", "Deduct", or "No Change") and state the amount by placing
figures in the corresponding boxes. Check the "No Change" box when there is no change in the Pricing
Proposal. Failure to quote an amount or check 'No Change" or the insertion of any words that qualify the
Price Proposal will result in the Proposal being rejected as nonresponsive. No extension of time will be
granted if the Alternate is accepted.
Alternate No. 1 -
TPO roof instead of PVC
$ • Add
* Deduct
• No Change
Alternate No. 1 -
TPO roof instead of PVC
(Place figures in appropriate boxes.)
City reserves the right to accept this alternate
concurrent with the Notice to Proceed for Phase 1.
• Add
* Deduct
• No Change
6-18-2014 Page 3 of 4 Pricing Proposal Form
/0 7
C 1 I V O f
CARLSBAD
Exhibit D
Las Palmas Renovations
Project No 4207.
Alternate No. 2 -
Modified Bitumen roof instead of
PVC
$ 1 • Add
* Deduct
• No Change
Alternate No. 2 -
Modified Bitumen roof instead of
PVC (Place figures in appropriate boxes.)
City reserves the right to accept this alternate
concurrent with the Notice to Proceed for Phase 1.
• Add
* Deduct
• No Change
6-18-2014 Page 4 of 4 Pricing Proposal Form
106
6 Exhibit E
r~ADI CRAn Las Palmas Renovations
L-AKLODAU Project NO. 4207
BID SECURITY FORM
(Check to Accompany Bid)
(T^JOTE: The following form shall be used if check accompanies bid.)
Accompanying this proposal is a *Certified *Cashiers check payable to the order of CITY OF
CARLSBAD, in the sum of
dollars ($ ),
this amount being ten percent (10%) of the total amount of the bid. The proceeds of this check shall
become the property of the City provided this proposal shall be accepted by the City through action of
its legally constituted contracting authorities and the undersigned shall fail to execute a contract and
fumish the required Performance, Warranty and Payment Bonds and proof of insurance coverage
within the stipulated time; otherwise, the check shall be retumed to the undersigned. The proceeds of
this check shall also become the property of the City if the undersigned shall withdraw his or her bid
within the period of fifteen (15) days after the date set for the opening thereof, unless otherwise required
by law, and notwithstanding the award of the contract to another bidder.
BIDDER
* Delete the inapplicable word.
(NOTE: If the Bidder desires to use a bond instead of check, the Bid Bond form on the following pages shall be executed-
-the sum of this bond shall be not less than ten percent (10%) of the total amount of the bid.)
^ , ,Tv Exhibit E
* r" A DI <;R A n Palmas Renovations
i^AKL5DAU Project NO. 4207
BIDDER'S BOND TO ACCOMPANY PROPOSAL
KNOW ALL PERSONS BY THESE PRESENTS:
That we, , as Principal, and , as
Surety are held and firmly bound unto the City of Carlsbad, Califomia, in an amount as follows: (must
be at least ten percent (10%) of the bid amount) for which payment,
well and truly made, we bind ourselves, our heirs, executors and administrators, successors or assigns,
jointly and severally, firmly by these presents.
THE CONDITION OF THE FOREGOING OBLIGATION IS SUCH that if the proposal ofthe above-
bounden Principal for:
Las Palmas Renovations
CONTRACT NO. 47021
in the City of Carlsbad, is accepted by the City Council, and if the Principal shall duly enter into and
execute a Contract including required bonds and insurance policies within twenty (20) days from the
date of award of Contract by the City Council of the City of Carlsbad, being duly notified of said award,
then this obligation shall become null and void; otherwise, it shall be and remain in full force and effect,
and the amount specified herein shall be forfeited to the said City.
In the event Principal executed this bond as an individual, it is agreed that the death of Principal shall
not exonerate the Surety fi'om its obligations under this bond.
Executed by PRINCIPAL this day of , 20 .
PRINCIPAL: Executed by SURETY this day
of , 20 .
(name of Principal)
By:
SURETY:
(sign here)
(name of Surety)
(print name here)
(Title and Organization of Signatory)
(address of Surety)
By: (telephone number of Surety)
(sign here)
By:
(print name here)
(title and organization of signatory)
(signature of Attomey-in-Fact)
(printed name of Attomey-in-Fact)
00
Nr (~ AD\ CRAD Exhibit E ^r\i\L.DD^u Las Palmas Renovations
Project No. 4207
(Attach corporate resolution showing current power of attomey.)
(Proper notarial acknowledgment of execution by PRINCIPAL and SURETY must be attached.)
(President or vice-president and secretary or assistant secretary must sign for corporations. If only one
officer signs, the corporation must attach a resolution certified by the secretary or assistant secretary
vmder corporate seal empowering that officer to bind the corporation.)
APPROVED AS TO FORM:
Celia Brewer
City Attomey
By:.
Deputy City Attomey
6-3-2014 Page 3 of 3 Request for Proposal
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Exhibit H
Las Palmas Renovations
Project No. 4207
NON-COLLUSION AFFIDAVIT TO BE EXECUTED
BY BIDDER AND SUBMITTED WITH BID
PUBLIC CONTRACT CODE SECTION 7106
Las Palmas Renovations
CONTRACT NO. 42071
State of California
County of
deposes
and
)
) ss.
)
being first duly sworn.
says
(Name of Bidder)
that he or she IS
(Title)
of
the oartv making the foregoing bid that the bid is not made in the interest of, or on behalf of^any
sS rSin Zm bkiding; that the bidder has not in any manner, directly or '"directiy sought by
hat thnidder ha^ directly or indirectly, submitted his or her bid price or any breakdown
thereof o the contents thereof. or divulged information or data relative thereto, or paid and w N
not pay any fef^^^ corporation.%artnership. company association, organization, bid
Sepostory o? to any member or agent thereof to effectuate a collusive or sham bid.
I declare under penalty of perjury that the foregoing is true and correct and that this affidavit was
executed on the . day of • •
Signature of Bidder
Subscribed and sworn to before me on the
20
day of
(NOTARY SEAL)
Revised 05/12/2014
Signature of Notary
Exhibit I
\ C ' ''' ' Las Palmas Renovations
* CARLSBAD Project NO. 4207
PROPOSER'S STATEMENT REGARDING DEBARMENT
(To Accompany Proposal)
Las Palmas Renovations Project
PROJECT NO. 4207
1) Have you or any of your subcontractors ever been debarred as an irresponsible bidder/proposer by
another jurisdiction in the State of CaUfomia?
yes no
2) If yes, what was/were the name(s) of the agency(ies) and what was/were the period(s) of
debannent(s)? Attach additional copies ofthis page to accommodate more than two debarments.
Party debarred
Agency
Period of debarment
Party debarred
Agency
Period of debarment
BY PROPOSER:
(name of Proposer)
By:
(sign here)
(print name/title)
6-3-14 Pagel of 1
/ay
^ Exhibit J
.f'^ , ,, V n r Las Palmas Renovations
^ CARLSBAD Project NO. 4207
PROPOSER'S DISCLOSURE OF DISCIPLINE RECORD
(To Accompany Proposal)
Las Palmas Renovations Project
PROJECT NO. 4207
Design Builders are required by law to be licensed and regulated by the Contractors' State License Board which
has Sction to investigate complaints against Design Builders if a complamt regardmg a patent ac o
s^r s med within folr years of the date of the alleged violation. A complamt regarding a latent act or
orssion pert^ng to stmctur^al defects must be filed within 10 years ofthe date ofthe alleged violation. Any
qSoi^ conceming a Design Builder may be referred to the Registrar, Contractors' State License board, P.O.
Box 26000, Sacramento, Califomia 95826.
1) Have you ever had your contractor's license suspended or revoked by the Califomia Contractors' State
license Board two or more times within an eight year penod?
yes no
2) Has the suspension or revocation of your contractor's Ucense ever been stayed?
yes no
3) Have any subcontractors that you propose to perform any portion ofthe Work ever had their contractor's
^ UcJnseTpended or revoked by the Cahfomia Contractors' State license Board two or more tmies withm
an eight year period?
yes no
4) Has the suspension or revocation of the license of any subcontractor's that you propose to perform any
portion ofthe Work ever been stayed?
yes no
5) If the answer to either of 1. or 3. above is yes fiilly identify, in each and every case, the party disciplined,
^ JhedatToI^d violation that the disciplinaiy action pertain to, describe the nature of the violation and the
disciplinary action taken therefore.
(If needed attach additional sheets to provide fiiU disclosure.)
Page of pages of this Disclosure of Discipline form
2-15-12 Pagel of 2
Exhibit J
J: 11 » Las Palmas Renovations
' CARLSBAD Project NO. 4207
PROPOSER'S DISCLOSURE OF DISCIPLINE RECORD
(CONTINUED)
(To Accompany Proposal)
Alga Norte Community Park Project
CONTRACT NO. 3837A
6) If the answer to either of 2. or 4. above is yes fully identify, in each and every case, the party who's
discipline was stayed, the date of the violation that the disciplinary action pertains to, describe the
nature ofthe violation and the condition (if any) upon which the disciplinary action was stayed.
(If needed attach additional sheets to provide full disclosure.)
BY DESIGN BUILDER:
(name of Design Builder)
By:
(sign here)
(print name/title)
Page of pages of this Disclosure of Discipline form
2-15-12 Page 2 of 2