HomeMy WebLinkAbout2012/05/01 Item 04CITY COUNCIL
AGENDA STATEMENT
~,~~ CIIY OF
CHUtAVISTA
05/01/12, Item
ITEM TITLE: RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
CHULA VISTA (1) ESTABLISHING A NEW CAPITAL
IMPROVEMENT PROJECT ENTITLED "MUNICIPAL SOLAR
PHOTOVOLTAIC -PHASE II" (GG206), (2) AMENDING THE
FY2011-12 CAPITAL IMPROVEMENT PROGRAM
ACCORDINGLY, (3) APPROPRIATING $9,889 IN
UNANTICIPATED REVENUE TO GG206, AND (4)
APPROVING A DESIGN BUILD AGREEMENT WITH
SULLIVAN SOLAR POWER OF CALIFORNIA INC. FOR THE
MUNICIPAL SOLAR PHOTOVOLTAIC -PHASE II PROJECT
(GG206)
SUBMITTED BY: DIRECTOR OF PUBLIC WORK
REVIEWED BY: CITY MANAGER ~ S~
ASSISTANT CITY MANAGER ~)
4/STHS VOTE: YES ^X NO
SUMMARY
To support reaching its renewable energy goals and to reduce long-term utility costs, the City has
been pursuing the installation of onsite Solar Photovoltaic (PV) systems at municipal buildings and
facilities. Through a competitive bid process, Sullivan Solar Power of California Inc. was selected
to implement the proposed "Municipal Solar Photovoltaic-Phase II Project" (GG206), which will
install up to 1.2 MW (estimate) of Solar PV arrays at 6 municipal sites. The $4,933,162.50 Design-
Build Agreement will utilize up to $9,889 of unanticipated revenue from utility incentives for the
project's initial design costs. Once the project's design is finalized, the contract's "Guaranteed
Maximum Price" (GMAX) will be presented to City Council for final consideration along with the
Clean Renewable Energy Bond (CREB) financing needed to construct the project. The Municipal
Solar Photovoltaic-Phase II Project will significantly increase the City's onsite renewable energy
generation capacity helping to improve local air quality and to mitigate future utility rate increases.
ENVIRONMENTAL REVIEW
The Development Services Director has reviewed the proposed project for compliance with the
California Environmental Quality Act (CEQA) and has determined that the project qualifies for a
Class 8 categorical exemption pursuant to Section 15308 [Actions by Regulatory Agencies for
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05/01/12, Item 1-~'
Page 2 of 3
Protection of the Environment] of the State CEQA Guidelines. Thus, no further CEQA
environmental review is necessary.
RECOMMENDATION
Council adopt the resolution.
BOARDS/COMMISSION RECOMMENDATION
Not applicable.
DISCUSSION
Renewable energy, such as Solar Photovoltaic (PV) systems, is an integral component of the City's
climate action and energy management initiatives. Specifically, the Chula Vista Municipal Building
Energy Efficiency Policy (Resolution #2005-048) establishes a goal of generating at least 20% of
the municipal facility energy demand with renewable energy technologies. City Council reinforced
this renewable energy commitment in 2008 with adoption of Mitigation Measure #5 in the revised
Climate Action Plan (Resolution #2008-177). To date, Chula Vista has installed approximately 500
kW of renewable energy at 13 facilities representing about 5% of overall municipal energy use. The
Solar PV arrays, which have aState-mandated minimum 25-year warranty, reduce the City's long-
term energy costs by offsetting utility-supplied electricity that historically has had annual rate
increases of 3%. Renewable energy systems also help to improve local air quality by reducing the
region's reliance on fossil fuel-based power plants. The City's investments in renewable energy
projects were recently recognized by the EPA Green Power Partnership and bestowed a San Diego
Gas & Electric Energy Champions Award.
To continue the City's renewable energy progress, staff has been working with PFM Financial
Advisors, per City Council direction (Resolutions #2010-198 and #2010-199), to develop a
Clean Renewable Energy Bond (CREB) package for future consideration. CREBs are special
subsidized bonds, which were part of the American Recovery & Reinvestment Act (ARRA) and
were competitively awarded to Chula Vista. CREBs allow local governments to access "below
market" interest rates to fund renewable energy projects, because the federal government directly
subsidizes 70% of the interest for the issuer. The bond debt service is repaid through the
renewable energy project's resulting energy cost savings. Because the bonds have a longer term
ranging typically between 14 - 17 years (set by the US Treasury), many projects can be cash
neutral or positive in the first year after prof ect implementation.
The City released a Request for Proposals (RFP) on November 7, 2011 for design-build services to
further develop and construct municipal renewable energy systems (known as the Municipal Solar
Photovoltaic-Phase II Project). As a result, the City received and reviewed six contractor bids for
the project. All six contractors were subsequently interviewed by amulti-department City team and
further evaluated based on but not limited to proposed project cost, system energy production,
system performance guarantees, equipment warranties, and operation & maintenance services.
Through this competitive bid process, Sullivan Solar Power of California Inc. was ultimately
chosen as the candidate that best met all the qualifications outlined in the RFP.
The proposed Municipal Solar Photovoltaic-Phase II Project (GG206) will install up to 1.2 MW
(estimate) of Solar PV arrays at 6 municipal sites. The $4,933,162.50 Design-Build Agreement
with Sullivan Solar Power of California Inc. will utilize up to $9,889 of unanticipated revenue (from
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05/01/12, Item
Page 3 of 3
past energy retrofit projects' utility incentives) for the project's initial design costs. Once the
project's design is finalized, the proposed Municipal Solar Photovoltaic-Phase II Project will be
presented to City Council again for final consideration -including the contract's "Guaranteed
Maximum Price" (GMAX} and the Clean Renewable Energy Bond (CREB) package. The
Municipal Solar Photovoltaic-Phase II Project is estimated to generate approximately 1.9 million
kWh annually (equivalent to $235,000 in annual energy cost savings}, will leverage approximately
$1.3 million in additional utility incentives, and will increase the City's onsite renewable energy
generation capacity to 15% of overall energy use.
DECISION MAKER CONFLICT
Although some Councilmembers own property within a 500 foot radius of the properties
involved in the decision malting, pursuant to California Code of Regulations Section
18705.2(a}(1), no conflicts exist as the decision will have no financial effect on the
Councilmembers' properties; therefore, the Councilmembers are not disqualified from
participating in the decision-making.
CURRENT YEAR FISCAL IMPACT
The proposed project's design costs will be limited to $9,889 and be fully covered by the
appropriation of unanticipated revenue from past energy retrofit projects' utility incentives.
Once the design is finalized, City Council will be presented the proposed contract GMP and
CREBs bond package for final consideration. It is anticipated that the project's construction
costs will be fully funded by any bond issuance and that bond debt service will be fully covered
by the project's resulting energy cost savings and utility incentives. Staff time will be recovered
through the on-going energy related partnership with SDG&E. Once the loan debt is repaid, the
City's General Fund will realize the annual energy cost savings.
ONGOING FISCAL IMPACT
It is anticipated that the project's estimated utility cost savings will fully cover the CREBs debt
service over the 14 to 17-year term. Once the bonds are repaid, the General Fund will realize the
total avoided energy costs annually.
ATTACHMENTS
Attachment 1. Contractor Price Comparison
Attachment 2. Design-Build Agreement with Sullivan Solar Power
Prepared by: Brendan Reed, Enviironmental Resource Manager, Public Works -Conservation Section
Gordon Day, Building Projects Manager, Public Works -Engineering Division
H: IPUBL/C WORKSIAGENDAICAS201210~-01-121Solar PV -Phase 11 Council Agenda .i-1-12.doc
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THE ATTACHED AGREEMENT HAS BEEN REVIEWED
AND APPROVED AS TO FORM BY THE CITY
ATTORNEY'S OFFICE AND WILL BE
FORMALLY SIGNED UPON APPROVAL BY
THE CITY COUNCIL
Gle oogins
City Attorney
Dated: G--~' 1~
DESIGN BUILD AGREEMENT
BETWEEN
THE CITY OF CHULA VISTA, AND
SULLIVAN SOLAR POWER
4-5
DESIGN BUILD AGREEMENT FOR
MUNICIPAL SOLAR PHOTOVOLTAIC- PROJECT PHASE II
THIS Agreement shall be for the design calculations and construction installation of citywide Municipal Solar
Photovoltaic Project Phase II and the payment of permitted costs therefore ("Agreement"). This Agreement is made
and entered into this by and between THE CITY OF CHULA VISTA, a municipal
corporation ("City"), and ,Sullivan Solar Power of California Inc. ("Design Builder or D/B"). City and DB, when
referenced herein, may be referred to individually as "Party" and collectively as "Parties." This Agreement is
entered into with reference to the following facts:
RECITALS
1. To support reaching its renewable energy goals and to reduce long-term utility costs, the City has been
pursuing the installation of onsite Solar Photovoltaic (PV) systems at municipal buildings and facilities. The
Municipal Solar Photovoltaic-Phase II Project ("Project") will install approximately 1.2 MW of Solar PV
arrays at 6 municipal sites and significantly increase the City's onsite renewable energy generation capacity.
2. Renewable energy is an integral component of the City's climate action and energy management initiatives, as
highlighted in the Chula Vista Municipal Building Energy Eff ciency Policy (2005) and revised Climate Action
Plan (2008}. Chula Vista has installed to date approximately 500 kW of renewable energy at 13 facilities
representing about 5% of overall municipal energy use.
3. The City is in need of design-build services to further develop and construct municipal renewable energy systems
and is proposing to enter into aDesign-Build Agreement to install up to 1.2 MW (estimate) of Solar PV arrays
at 6 municipal sites.
4. As part of that effort, on November 7, 2011, the Department of Public Works Engineering Division of City
issued a Public Request for Proposals (RFP) for the "Municipal Solar Photovoltaic-Phase II Project", pursuant
to § 2.57 of the City's Municipal Code, to design and construct a completely functioning to qualified Design-
Build firms.
5. The following six (6) companies were sent requests for proposals: Southern Contracting Company,
Independent Energy Solutions Inc, Harper Construction, Solar City, Borrego Solar and Sullivan Solar Power.
6. The ranking of firms through the bid process qualified all six (6) respondents for interviews. Following
interviews of the six respondents, Sullivan Solar Power was selected as the respondent who best met the
design, including but not limited to the lowest price, and time criteria of the project with whom City could
negotiate an agreement.
7. As part of DB's proposal, DB submitted a "Not to exceed Gross Maximum Price" of the Project in the
amount of Four Million Nine Hundred Thirty Three Thousand One Hundred Sixty-two Dollars and Fifty cents.
($ 4,933,162.50) ("Estimated Cost"/"EC").Following City's approval of 90% Construction Documents ("CD")
and with the approval for funding through Clean Renewal Energy Bonds (CREB's) special subsidized bonds,
DB shall submit a Guaranteed Maximum Price ("GMP"), at which time staff may return to Council if the
GMP exceeds $ 4,933,162.50.
9. DB shall complete the Project, as a public improvement, according specifications provided by the City, and
adhere to the Special Terms & Conditions of CREB's bond program, including (but not limited to)
procurement, labor, and reporting requirements (Exhibit A) for an amount not to exceed the GMP.
NOW THEREFORE, in consideration of the recitals, mutual obligations of the Parties, the covenants and conditions
herein, and for other good and valuable, the sufficiency of which is hereby acknowledge, the Parties agree as
follows:
4-6
ARTICLE I. DEFINITIONS
ADA: The Americans with Disabilities Act of 1990 and any amendments thereto.
Acceptance: Final approval by the City Inspection Team following the Final Inspection that Project Improvements
are complete and work required on the Punch List has been finished.
As-Builts: Project Record Documents that are the Contract plans modified from the original concept of the design
to reflect the actual product built.
CEQA: California Environmental Quality Act.
Calendar Day(s): All days of the week, holidays and weekends included.
Change Order: A written order, approved by City, authorizing a change in the work to be performed.
City: The City of Chula Vista. Unless specifically provided otherwise, whenever this Agreement requires an action
or approval by City, that action or approval shall be performed by the City representative designated by the
Agreement.
City Council: The City Council of the City of Chula Vista.
City's Project Administration Costs: Charges that City incurs to: (i) administer the acquisition of the Property,
(ii) review and approve the plans and specifications for the project improvements, and (iii) inspect the project
improvements during construction, until completion and Acceptance of the Project.
Contract Documents: Including, but not limited to: Contract Addenda, Notice Inviting Bids, Instructions to
Bidders, Bid (including documentation accompanying Bid and any post-bid documentation submitted prior to
Notice of Award), the Bonds, the general conditions, the Special Provisions, the Plans, Standard Plans, Standard
Specifications, Reference Specifications, and all modifications issued after the execution of this Agreement.
Contract Time: The number of Calendar Days permitted under this Agreement for DB to achieve Substantial
Completion.
Defective Work: All work, material, or equipment that is unsatisfactory, faulty, incomplete, or does not conform to
the Contract documents is defective.
Design Build Team (DBT): Those individuals designated as being a part of the Design Build Team.
Design Development Documents: First Phase drawings and specifications outlining in detail the project to the
satisfaction of the owner. Used as a basis for the Construction Documents and the establishment of the GMP.
Estimated Cost: The total cost of the Project as estimated in preliminary cost estimates as shown in Exhibit A.
Extra Work: Any City additions, modifications, or deletions to work or DB obligations under this Agreement not
within the original Scope of Work contemplated by this Agreement.
Final Completion: The point at which the last of the following has occurred: (1) recordation of a Notice of
Completion for the Project; (2) acceptance of the Project by the City; (3) submission of all documents required to be
supplied by DB to City under this Agreement, including but not limited to warranties, and operating manuals; and
(4) and delivery to City of a Certificate of Completion duly verified by DB.
Greenbook: The most recent edition of the Standard Specifications for Public Works Construction (including any
City of Chula Vista standard special provisions).
Guaranteed Maximum Price ("GMP"): The maximum compensation to which DB may be entitled for the
performance of all Services, Work, and obligations and the satisfaction of all conditions under this Agreement,
which amount shall include all authorized costs for labor, equipment, and material to design and build a fully
functional Project in accordance with all applicable rules, regulations, and laws.
4
Hard Construction Costs: Direct construction costs incurred in performing the work, including taxes, delivery and
installation. Hard Construction costs shall not include DB markup, handling fees, overhead, or other charges,
except as otherwise set forth in this Agreement.
Hazardous Materials: Hazardous waste or hazardous substance as defined in any federal, state, or local statute,
ordinance, rule, or regulation applicable to the Property, including, without limitation the Comprehensive
Environmental Response, Compensation, and Liability Act of 1980, as amended (Title 42 United States Code
sections 9601-9675), the Resource Conservation and Recovery Act (Title 42 United States Code sections 6901-
6992k), the Carpenter Presley-Tanner Hazardous Substance Account Act (Health and Safety Code sections 25300-
25395.15), and the Hazardous Waste Control Law (Health and Safety Code sections 25100-25250.25). "Hazardous
Materials" shall also include asbestos or asbestos containing materials, radon gas, and petroleum or petroleum
fractions, whether or not defined as hazardous waste or hazardous substance in any such statute, ordinance, rule, or
regulation.
Holiday: The City-observed holidays.
Law: All Federal, State, or local laws, regulations, ordinances, and/or policies.
Milestones: Dates shown on the Project Schedule by which DB shall complete major tasks either during design or
construction of the Project.
NEPA: National Environmental Policy Act.
Notice to Proceed: City's written notice authorizing DB to commence Work and/or Services on the Project.
Notice of Termination: A written notice from City to DB terminating the Agreement in accordance with Article
XXVII.
Project Site: Multiple facility sites throughout the City of Chula and further described in Exhibit "A", attached.
Reimbursable Costs: All direct costs, including labor, materials, permit fees, insurance and bonds, general
conditions, overhead and profit.
Services: Professional services, including design and construction management of the Project that are required to
design and construct the Project in accordance with the Contract Documents. Services does not include Work.
Substantial Completion: That stage in the progress of the construction when all Work on the Project is sufficiently
complete in accordance with the Construction Documents, so that City can fully utilize entire Project; Substantial
Completion shall further mean that all goods, services and systems to be provided under the terms and conditions of
the Construction Documents are in place, have been initially tested, and are operationally functional, subject only to
final testing, balancing and adjustments and normal Final Completion punch list work.
Title 24: California Building Standards Code, California Code of Regulations, Title 24.
Work: All labor, materials, supplies, and equipment that are necessary to construct the Project in accordance with
the Contract Documents.
Working Day(s): Monday through Friday, excluding City holidays.
4 38
ARTICLE II. SCOPE OF THE AGREEMENT
2.1 General. Except as expressly provided in this Agreement, DB shall design and construct the Project in
accordance with all the terms and conditions of this Agreement, Specifications, and the timeframes established by
the Project Schedule ,which will be verified at 90% construction documents, attached as Exhibit "A", delivering a
complete and functional Project within the Contract Time for an amount not to exceed the GMP.
ARTICLE III. TERM
3.1 Term of Agreement. This Agreement shall be effective on the date it is executed by the last Party to sign the
Agreement following City Council approval by Resolution. The term of this Agreement will extend from the
date of execution until satisfaction of all terms and conditions herein, unless this Agreement is earlier
terminated.
ARTICLE IV. GENERAL PROJECT PERFORMANCE OBLIGATIONS
4.1 Standard of Care. Throughout the performance this Agreement, DB agrees that all Services and Work
provided as part of this Agreement shall be performed in accordance with the standards customarily adhered to
by experienced and competent engineering, design, and construction firms using the degree of care and skill
ordinarily exercised by reputable professionals practicing in the same field of service in the State of California.
4.2 Compliance with all Laws. In the performance of this Agreement, DB shall comply with all laws, including
but not limited to:
4.2.1 All City, County, State, and Federal laws, codes and regulations, ordinances, and policies, including,
but not limited to, the following:
4.2.1.1 Environmental Regulations (i.e. CEQA/ NEPA).
4.2.1.2 The Americans with Disabilities Act ("ADA") and Title 24 of the California Building Code. It
is the sole responsibility of D/B to comply with all ADA and Title 24 regulations.
4.2.1.3 The California Fair Employment and Housing Act and all other State, Federal and local laws
including, but not limited to, those prohibiting discrimination on account of race, color,
national origin, religion, age, sex or handicap.
4.1.2.4 The Clean Air Act of 1970, the Clean Water Act (33 USC 1368)-Executive Order 11738, and
the Stormwater Management and Discharge Control-Ordinance No. 0-17988.
4.1.2.5 DB shall comply with the Essential Services Building Seismic Safety Act, SB 239 & 132.
4.1.2.6 DB shall comply immediately with all directives issued by City or its authorized
representatives under authority of any laws, statutes, ordinances, rules, or regulations.
4.1.2.7 DB shall obtain and comply with all permits necessary to complete the Project, including, but
not limited to Development Services Department permits and hazardous material permits.
4.1.2.8 Zoning, environmental, building, fire and safety codes and coverage, density and density ratios
and lien laws.
4.2.2 Implied Knowledge of Laws. DB shall be responsible for all amendments or updates to standards and
of alt amendments or updates to standards, whether local, state, or federal, and such knowledge will be
imputed to DB to the extent allowed by law.
43 Design and Construction Standards. In the performance of the Services and Work covered by this
Agreement, DB shall comply with the most current versions of design and construction specifications, all of
which shall be incorporated herein by this reference.
4 q9
4.3.1 Standard Spec f cations.
4.3.1.1 Greenbook. The 2000 Edition of the Standard Specifications for Public Works Construction.
4.3.1.2 California Department of Transportation Manual of Traffic Controls for Construction and
Maintenance Work Zones.
4.3.2 City Specifications.
4.3.2.1 The 2000 Edition of the Chula Vista Standard Special Provisions.
4.3.2.2 The 2000 Edition of the Regional Standards.
4.3.2.3 The 2002 Edition of the Chula Vista Construction Standards.
4.3.2.4 The City's facility program, performance and design criteria, concept drawings, and reports.
4.3.3 Energy Conservation Standards.
4.3.4 Materials Standards. DB shall use industrial grade, equipment and accessories for all facets of design
and construction.
4.4 Obtain City Aanroval. For any and all actions under this Agreement that require City approval, including,
but not limited to, changes or additions to Agreement, D/B shall obtain approval in writing from the designated
City Representative, or when required by Law, from the City Council. D/B acknowledges that approval from
any individual other than the designated City Representative or City Council, where required, shall not be
valid.
4.4.1 Failure to Obtain Approval. Any costs or delays resulting from or associated with additions or
modifications implemented without the written authorization of the City Representative shall be borne
exclusively by DB and not be grounds for an increase in GMP or Contract Time.
4.4.1.1 Emergency. In the event of an emergency, DB shall take all reasonable actions necessary to
protect public health, safety or property. Such action shall not require advance City approval;
however, DB shall notify the City immediately of the emergency and as soon as reasonably
possible provide a written statement to the City explaining the emergency and the reasonable
actions taken. Provided the emergency was not caused by or its creation contributed to by the
D/B, its employees, agents, or subcontractors, DB may be entitled to reasonable compensation
for such actions.
4.4.2 No Release From Obligations. City approval shall be a general approval only, and such approval shall
in no way release or relieve D/B of responsibility for complying with all applicable laws, codes, and
good consulting, design, or construction practices.
4.5 Decision Making. D/B shall make decisions with reasonable promptness to avoid delay in the orderly
progress of DB's obligations under this Agreement and pursuant to the Project Schedule, which will be
verified at 90% construction documents, attached as Exhibit "A".
4.6 Perform Services and Work in Phases. The Services and Work under this Agreement shall be performed in
the manner and order described herein.
ARTICLE V. PHASE I -DESIGN DEVELOPMENT
5.1 Design Team. City has awarded this Agreement based on the specific qualifications of DB to perform the
design services required under this Agreement. All such services shall be provided by DB unless the City has
approved of the use of Subconsultants in the manner identified in Article VIII.
5.2 Services. In Phase I, DB shall perform Services including, but not limited to, the following:
5.2.1 Project Development. Develop and refine Project requirements.
5.2.2 DDD. Prepare complete Design Development Documents (DDDs), such that the DDDs include,
without limitation, the following:
4-~ 0
5.2.2.1 Site Plans. Site plan with pertinent notes and dimensions indicating property line; existing
public streets, sidewalks, curb cuts, other public improvements; required setbacks; service,
trash, fire lane and truck access, adjacent buildings, building outline. ~°~'.°~''°" ^^"~'° -~"'*~
°'°-~°~~°. As applicable to the project.
5.2.2.2 o
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5.2.2.3 Roof Plans. Roof plans including detailed notes, dimensions, mechanical equipment locations,
define material for mechanical screens, skylights and roof access, roof materials, roof drainage
and establish window-washing concept. As applicable to the project. N/A
5.2.2.4 ,
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5.2.2.7 Outline specifications, written description of the project and components including site work.
5.2.2.8
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5.2.4 Submittals. Prior to proceeding with Phase II, DB shall prepare and submit the following to the City
for review and written approval.
5.2.4.1 DDDs. Completed DDD.( Site specific layouts of Photovoltaic equipment, racking and
catalog cut sheetsand catalog cuts)
5.2.4.1.1 Conditional Approval. In the event that City grants conditional approval, DB shall
address all City comments or issues and make associated revisions in the next set of
drawings developed and submitted.
5.2.4.1.2 Delay/Costs. Any delay or additional costs resulting from the re-submittal shall be
borne exclusively by DB and not be grounds for an increase in the GMP or Contract
Time.
5.2.4.2 ,
ARTICLE VI. PHASE II
6.1 Phase II Services. In Phase II of the Project, DB's shall perform Services including, but are not limited to,
the following:
6.1.1 Project Development. DB shall diligently prosecute the development and refinement of Project
requirements and review such requirements with City;
6.1.2 Digital Documentation. DB shall prepare CD's which shall include, without limitation, the following:
6.1.2.1 Architectural plans and details as applicable and necessary for the project, including:
6.1.2.1.1 Site plan indicating general location and nature of on-site and the necessary off-site
improvements.
4-~1
6.1.2.1.2 Floor plans, including roof, showing space assignments, sizes, and location of
installed or fixed and movable equipment that affects the design of the spaces.
6.1.2.1.3 n,,;,,a:,,,, °ln..n+;n.,n :.,,t:nn+:.,,. °v+°,.;,,,. ao~;n„ oto.,,e„*~ n,,,t ~ n+,,,-on .,n,,,a;,,n,
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6.1.2.1.6 Typical wall sections sufficient to indicate materials, openings, and major features.
6.1.2.2 Structural drawings including plans and sections of sufficient clarity and detail to show the
extent and type of structural system and dimensions, final structural design criteria, foundation
design criteria, preliminary sizing of major structural components, critical coordination
clearances and applicable material lists.
6.1.2.3 "~°nl,n.,;nn, .,,n.,n n,,,t ao+nn~. rrin
6.1.2.4
6.1.2.5 Electrical plans, calculations and details.
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6.1.2.7
6.1.2.8 Technical specifications.
6.1.2.9 All other technical drawings, schedules, diagrams and specifications, to set forth in detail the
requirements for construction of the Project which, at a minimum, include:
6.1.2.9.1 Information customarily necessary for the use of those in the building trades.
6.1.2.9.2 Documents customarily necessary to obtain regulatory agency approvals.
6.1.2.9.3 ~ b - '
6.1.2.10 Mechanical design documentation consisting of continued development and expansion of
schematic mechanical design consisting o£
6.1.2.10.1 Single line layouts and the approximate sizing of all equipment and capacities,
preliminary equipment layouts.
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6.1.2.11 Electrical design documentation consisting of continued expansion of the schematic electrical
site design.
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6.1.2.12 Sections through critical areas showing coordination of architectural, structural, mechanical
and electrical elements.
6.1.2.13 Final specifications, including but not limited to, the following: As applicable to the project:
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6.1.2.13.6 Site Work. General description of the construction, including finishes, types of
materials and locations.
6.1.2.13.7 Other. Such other documents to fix and describe the size, quality and character of
the entire Project, its materials, and such other elements as shall be appropriate.
6.1.2.14 b b ,
6.1.3 Project Sequencing. DB shall determine and establish the sequence of construction, and if
appropriate, identify separate bid packages to accomplish phased construction of the Project.
6.1.4 Critical Path. DB shall prepare a detailed Critical Path Method schedule for all construction
components of the Project ("Detailed Construction Schedule") utilizing Microsoft Project software,
showing all major milestones, commencement of construction, sequence of construction, and
completion of the Municipal Solar Project Phase II, all of which shall conform with the dates of
Substantial Completion and Final Completion of Project.
6.1.5 Governmental Review. D/B shall review, as needed, the CD's with the governmental authorities
having jurisdiction over the Project.
6.1.6 Accounting System. DB shall provide a master accounting system and matrix on Microsoft Excel that
will be updated, expanded, and provided to the City monthly as the Project develops.
6.1.7 Project Management Plan. D/B shall develop and implement a Project Management Plan and
Procedures including:
6.1.7.1 Project status reports delivered to the City's Project Manager.
6.1.7.2 Coordination/interface with the City and its other consultants/contractors
6.1.7.3 Initial Design kickoff meeting to be held no later than five (5) working days from the Effective
Date of Agreement.
6.1.7.4 Biweekly Design and Construction meetings
6.1.7.5 Interface and communications with other agencies
6.1.7.6 Vendors and subcontractors management
6.1.7.7 Document control
6.1.7.8 Schedule and budget control
6.1.7.9 Quality assurance and quality control. DB shall establish and maintain a quality control
program with appropriate reviews and independent testing procedures to ensure compliance
with the Construction Documents during the construction phase.
6.6.10 Scheduling and cost control reports, which shall be provided monthly throughout the design
phase.
4-~3
6.1.8 Construction Drawings and Specifications. DB shall prepare construction drawings and specifications
suitable for obtaining City-approved permits and to allow construction.
6.1.9 City Approval. D/B shall submit Construction Documents and obtain City approval in writing of the
Construction Documents at seventy percent (70%), and ninety percent (90%) completion.
6.1.9.1 Condition Precedent. City approval of the Construction Documents is a condition precedent to
authorization to proceed with subsequent work on the Project.
6.1.9.2 Notification, Modification, and Resubmittal. At 70% and 90% Completion, City will notify
DB in writing within the timeframes established in the Project Schedule following receipt of
Construction Drawings of City approval, or of request for modifications. If modifications are
requested, DB shall modify and resubmit Construction Drawings for City approval.
6.1.9.3 DB Support. DB shall provide support to a City Constructability Review Team for the
review of the Construction Documents at all stages of required submission.
6.1.10 Materials and Equipment Specifications. DB shall prepare technical materials and equipment
specifications for pre-purchase.
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6.1.11.6 No Reliance. DB shall not rely on City survey information as it is intended to be preliminary
in nature and may not have sufficient accuracy or scope to support final design.
6.1.1.2
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6.1.13 Alternatives. D/B shall evaluate alternative structural and construction approaches to ensure
economical designs, which optimize constructability, yet meet all codes, architectural concepts,
schematic designs, and standard specifications of the Project.
4-~4
6.1.14 Permits. DB shall obtain general building permit and all ancillary permits and licenses, including but
not limited to, demolition permits, improvement permits and grading permits. City shall be responsible
for all permit fees.
6.1.15 Updated Costs. DB shall provide updated construction cost estimates in conjunction with the
submittals required in Section 6.1.9 to support Value Engineering ("VE") and constructability reviews.
6.1.16 Final Review and Approval of Plans and Specifications. DB shall deliver to City complete
Construction Documents, including Construction Drawings, Plans and Specifications for the design
and construction of the Project. City agrees to review the Construction Documents and provide City's
written comments to DB within five (5) Business Days of the date such Construction Documents are
delivered to City in accordance with the notice provisions in Article XXIX. Approval shall not be
unreasonably withheld. If requested by City, D/B shall make changes to the Construction Documents.
ARTICLE VII. PHASE III. -CONSTRUCTION PHASE WORK AND SERVICES
7.1 Phase III. Work and Services. The DB shall construct the Project in accordance with City specifications
prepared by the DB to meet or exceed all requirements of the City provided program, schematic design and
the performance criteria. The D/B shall:
7.1.1 Bidding. DB shall prepare and submit to the City for review separate bid packages, such bid packages
shall be organized in the manner that DB determines is appropriate to ensure the efficient and cost
effective construction of the Project.
7.1.1.1 Competitive Bidding. DB shall competitively bid the respective bid packages for the
construction of the Project, if the final approved design changes from proposal attached to this
document.
7.1.1.2 Pre-Bid Conferences. DB shall schedule and conduct pre-bid conferences to answer questions
posed by bidders. Said answers and any other information required to provide clarification to
the Construction Documents during the bidding process shall be issued as written addenda and
provided to all prospective bidders.
7.1.1.3 Scheduling. DB shall coordinate scheduling of bid packages, submittals.
7.1.1.4 Bid Results. DB shall submit to the City a summary of bid results for each bid package.
7.1.1.5 Bid Protests. DB shall hear and decide bid protests and shall develop and maintain bid protest
procedures for that purpose. City shall be timely informed of all bid protests (prior to
resolution) and the outcome of said protests.
7.1.1.6 Equal Opportunity Contracting/Nondiscrimination. DB shall not discriminate on the basis of
race, gender, religion, national origin, ethnicity, sexual orientation, age, or disability in the
solicitation, selection, hiring or treatment of subcontractors, vendors, or suppliers. DB shall
provide equal opportunity for subcontractors to participate in subcontracting opportunities.
DB understands and agrees that violation of this Subsection shall be considered a material
breach of this Agreement and may result in contract termination, debarment, or other sanctions.
The language of this Subsection shall be inserted in contracts between DB and any
subcontractors, vendors, or suppliers.
7.1.1.7 Executing Contracts. D/B shall be responsible for entering into subcontracts, in DB's own
name, with the bidder who in DB's discretion and professional opinion best meets the
monetary, time, and performance requirement of the Project. D/B shall be responsible for
ensuring that these contracts fully comply with all applicable local, state and federal laws,
some but not all of which are listed below.
7.1.1.8
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7.1.2 Meetings. DB shall conduct meetings identified below:
4 ~5
7.1.2.1 Preconstruction Meeting. DB shall conduct a preconstruction meeting with its officers, agents
and employees and City. The purpose of this meeting is to discuss: (i) the Agreement
conditions, (ii) Scope of Work clarifications, and (iii) City policies, inspection requirements,
and procedures.
7.1.2.1.1 Attendance. DB shall ensure that the preconstruction meeting is attended by D/B's
project manager, all DB's major subcontractors, the City's designated
Representative, and all other persons necessary as determined by D/B or City.
7.1.2.2 Progress Meetings. DB shall conduct weekly progress meetings with the City and appropriate
design and construction members.
7.1.2.3 Contractor Meetings. D/B shall conduct contractor meetings, as necessary, to provide
technical input.
7.1.2.3.1 DB shall provide interpretation of technical specifications and drawings.
7.1.2.4 Rescheduling. Progress Meetings may be rescheduled if rescheduled meeting times are
convenient for all necessary parties, and DB has given no less than five (5) Calendar Days
prior written notice of the rescheduled meeting.
7.1.2.5 Minutes. D/B shall take corresponding meeting minutes and distribute copies to all attendees.
7.1.2.6 Reporting. DB shall monitor and report to the City on actual performance compared to the
Project Schedule, provide updated GIS, and verify that the latest changes to the Project, if any,
have been made.
7.1.3 Construction Management. During construction of the Project, DB shall perform and be responsible
for construction management, supervision, and administration services, including, but not limited to,
tracking and reporting all expenses and all aspects of the construction and coordinating all construction
means, methods, techniques, sequences and procedures to ensure the efficient and orderly sequence of
the construction of the Project.
7.1.3.1 Resident Management. DB shall provide resident management and contract administration,
including specialists necessary for the functional, safe, on-budget and on-schedule completion
of the Project, starting with the issuance of a Notice to Proceed, upon receipt of fmal
construction drawings, from the City and extending through issuance of Notice of Completion
and Acceptance. City staff will perform inspections to verify compliance with the plans,
specifications and contract documents. The DB resident staff shall ensure construction
compliance with applicable local, state, and federal codes, building and environmental permit
requirements, construction mitigation documents and enforcement of the Contract Documents.
7.1.3.2 Records Management. DB shall implement and maintain an internal records management and
document control system as required to support project operations. The DB shall provide
records management and document control information in a manner consistent with the City's
reporting system.
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7.1.3.4 Reporting. DB shall keep City informed of the progress and quality of the design and
construction of the Project.
7.1.3.5 Documents On-Site. DB shall maintain a complete and up-to-date set of Construction
Documents in the Projects field office at all times during construction that reflect all changes
and modifications.
7.1.4 Site Safety, Security, and Compliance. DB shall be responsible for site safety, security, and
compliance with all related laws and regulations.
4 ~6
7.1.4.1 Persons. DB shall be fully responsible for the safety and security of its officers, agents, and
employees, City's officers, agents, and employees, and third parties authorized by DB to
access the Project site.
7.1.4.2 Environmental. DB shall administer and enforce the Environmental Mitigation Monitoring
and Reporting Plan for the Project, if any. In addition, DB shall report environmental issues to
the City in a manner consistent with the City's reporting system. DB shall be responsible for
the environmental consequences of the Project construction and shall comply with all related
laws and regulations, including the Clean Air Act of 1970, the Clean Water Act, Executive
Order number 11738, and the Stormwater Management and Discharge Control Ordinance No.
0-17988 and any and all Best Management Practice guidelines and pollution elimination
requirements as may be established by the City of Chula Vista Public Works Inspector
responsible for this project. .
7.1.4.3 Risk of Loss. DB is responsible for the Project, project site, materials, equipment, and all
other incidentals until the Project has been Accepted by the City and shall bear any costs or
expenses associated with the loss thereof or damage thereto, including by theft, fire, or other
casualties.
7.1.5 Public Right-of--Way. All work, including, materials testing, special testing, and surveying to be
conducted in the Public right-of--way shall be coordinated with the City.
7.1.5.1 Materials Testing. DB shall pay for and coordinate with City to have all material tests within
the Public right-of--way and any asphalt paving completed by City's Material Testing
Laboratory.
7.1.5.2 Surveying. DB shall pay for and coordinate with City's designated Representative all
surveying required within the Public right-of--way.
7.1.5.3 Follow all Laws, Rules, and Regulations. DB agrees to follow all City standards and
regulations while working in the Public right of way, including but not limited to, utilizing
proper traffic control and obtaining necessary permits.
7.1.6 Traffic Control. D/B shall address all traffic control requirements for the Project including, if
necessary, separate traffic control plans and/or notes.
7.1.7 Abatement. D/B shall develop a mutually agreed upon program to abate and minimize noise, dust, and
disruption to access for parking and services at all times for adjacent business entities and residences.
7.1.8 Inspections. DB shall coordinate any and all required inspections, including special inspections, in
such a manner that the progress of construction is not affected or impacted. The DB shall provide
surveying, and other contracted services as required to complete project construction inspection and
testing tasks. The City will provide inspection, special inspection, reinspection services, and periodic
building inspections.
7.1.9 Permits. The Parties acknowledge that the construction work to be performed on the Project by DB in
compliance with this Agreement is subject to the prior issuance of building, land development, and/or
public improvement permits paid for by the City and obtained by DB. In the event that City, or any
other governmental agency, unreasonably refuses to issue the permit(s) necessary to authorize the work
to be performed or if the permit(s) are unreasonably canceled or suspended, then DB is relieved from
its obligation to construct those improvements covered by the denial of said permit(s). City shall, under
such circumstances, pay DB the reasonable costs, not to exceed the amounts identified in this
Agreement, for all work completed up to the date of denial of said permit(s). All plans, specifications
and improvements completed to the date of the denial, suspension or cancellation of said permit(s)
shall become the property of City upon DB's receipt of payment in full as described above.
7.1.10 Maintenance. DB shall ensure Project is maintained in a clean, neat, sanitary and safe condition free
from accumulation of waste materials or rubbish. Until Acceptance of the Project, D/B shall be
responsible for on-going site maintenance. Prior to Final Completion, DB shall cause to be removed
from and about the Project all tools, construction equipment, machinery, surplus materials, waste
materials and rubbish and deliver the site to the City in a clean, neat, sanitary and safe condition.
4 -121
7.1.10.1 Waste Removal. Please be advised that Chula Vista Municipal Code 8.24.070 provides
for an exclusive franchise for the removal and conveyance of all solid waste for hire (including
recyclables) within City limits. The exclusive franchise agreement covers any hauling activity
that requires the generator or their agent to pay a fee for any service connected with removing
or conveying waste. The City's franchise hauler is Allied (formerly Pacific) Waste Services
and may be reached at (619) 421-9400.
7.1.11 Request for Information ("RFI'). Parties acknowledge that the RFI process is solely for
correspondence between DB and the City. DB shall submit copies of each RFI to City at the within
twenty-four (24) hours of receipt. DB shall issue responses to RFIs. Unless DB specifically requests
a City response, City will not respond to RFIs.
7.1.12 Review and Approval. DB shall provide timely review and approve shop drawings, samples of
construction materials, product data, schedule submittals, and other submittals for compliance with the
Construction Documents. DB shall keep the City advised of all such matters being reviewed and
approved by DB and forward copies of such documents to City for review.
7.1.13 Royalties and Other Fees. DB shall pay royalties and license fees, if applicable. DB shall defend
suits or claims for infringement of patent rights and shall defend and hold City and City's agents
harmless from loss on account thereof.
7.1.14 Provide City with a Detailed Construction Schedule (DSC) on a CD within fifteen (15) working days
after receiving Notice to Proceed with Phase IV, provide updated versions of DCS on a monthly
basis, and provide immediate notice of any impact on critical path items.
ARTICLE VIII. SUBCONTRACTING
8.1 Subcontracting.
8.1. l Design Services. DB shall perform or obtain the prior written consent of the City to subcontract all
design services for the Project utilizing qualified, licensed and sufficiently experienced architects,
engineers and other professionals (herein jointly "Design Consultants") as identified in Exhibit "C".
DB shall not be permitted to substitute any Design Consultant unless authorized by City.
8.1.2 Construction Services. DB shall perform all construction on the Project utilizing subcontractors
appropriately licensed by the California Contractors State License Board or other required agency.
ARTICLE IX. PROJECT SCHEDULE
9.1 Proiect Schedule. D/B shall perform and complete the Services and Work under this Agreement according to
the timeframes set forth in the Project Schedule, attached hereto as Exhibit "A", or a subsequently revised
Project Schedule in such a manner that the GMP or Contract Time of the Project shall not be exceeded and that
is consistent with the Standard of Care identified in Section 4.1.
9.1.1 Project Schedule. DB has submitted, as part of its proposal, a Project Schedule based on its estimate
of the time necessary to complete the Project.
9.1.2 D/B's Obligation. Subsequent to the effective date of this Agreement, DB shall provide, coordinate,
revise, and maintain the Project Schedule for all phases of the Project.
9.1.2.1 During the Project initiation and design phases, the DB shall submit an updated Project
Schedule to City monthly for approval.
9.1.2.2 During Construction, D/B shall submit an updated Project Schedule monthly to the City and
shall include:
9.1.2.2.1 Forecast Data with the intended plan for the remainder of the contract duration.
9.1.2.2.2 Actual Data with indications of when and how much Work and/or Services was
performed (% complete).
9.1.2.2.3 Logic changes or other changes required to maintain the Project Schedule.
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9.1.3 Detail and Format. The Project Schedule shall be substantially similar in detail and form to Exhibit
"A", or it shall be in the form subsequently agreed to by the Parties.
9.1.4 Submittal. Project Schedule shall be submitted to City on a computer disk in a version of Microsoft
Project
9.2 Proiect Completion. DB acknowledges that all work on the Project under this Agreement will be complete
and ready for its intended use by the Project Completion Date stated in the Project Schedule
9.3 Changes in Proiect Schedule. Changes in Project Schedule, whether to logic, definition, or relationship must
be approved by the City in writing as a Change Order pursuant to the manner identified in Article XIII.
ARTICLE X. DELAY IN PERFORMANCE
10.1 Time of Essence. Time is of the essence for this Agreement and each provision of this Agreement, including
the Project Schedule, Start Date, and Project Completion Date contained herein, unless otherwise specified in
this Agreement. DB shall perform all Services and Work as expeditiously as is consistent with standard of
care identified in Section 4.1.
10.2 Notification of Delay. If the DB anticipates or has reason to believe that the performance of Services and/or
Work under this Agreement will be delayed, the DB shall immediately notify the City. A written notice of the
delay must be delivered to the City within five (5} Calendar Days of the initial notification, unless the City
allows an additional period of time to ascertain more accurate data in support of the request. The written notice
shall include an explanation of the cause of the delay, a reasonable estimate of the length of the delay, and all
supporting data. The DB shall include a written statement that the time adjustment requested is the entire time
adjustment to which DB has reason to believe it is entitled as a result of the cause of the delay. An increase in
time for completion does not necessarily mean that D/B is entitled to an increase in GMP. If in the opinion of
the City, the delay affects a material part of the Project, the City may exercise its rights under Article XXVII of
this Agreement or any other remedy available in law or equity.
10.3 Delav. If delays in the performance of Services or Work required under this Agreement are caused by
unforeseen events beyond the control of the Parties, such delay may entitle the DB to a reasonable extension
of time or to additional compensation. Any such extension of time must be approved in writing by the City.
The following conditions may justify such a delay: war; changes in law or government regulation; labor
disputes; strikes; fires, floods, adverse weather or other similar condition of the elements necessitating
cessation of the DB's work; inability to obtain materials, equipment, or labor; required additional Professional
Services; or other specific reasons agreed to between the City and the DB; provided, however, that: (i} this
provision shall not apply to, and the DB shall not be entitled to an extension of time, additional costs, or
expenses for, a delay caused by the acts or omissions of the DB, its consultants, contractors, employees, or
other agents; and (ii} a delay caused by the inability to obtain materials, equipment, or labor shall not entitle
the DB to an extension of time unless the DB furnishes the City, in a timely manner, documentary proof
satisfactory to City of the D/B's inability to obtain materials, equipment, or labor.
10.3.1 Caused by City. If DB reasonably believes that any action, inaction, decision or direction by City or
agent for the City will likely result in the GMP or Contract Time being exceeded or the Project being
completed late, DB will notify City at Project Team meeting and in writing within five (5}calendar
days of discovering such action, inaction, decision, or direction. Included in such notice will be an
estimate of the cost and time impact resulting from such action, inaction, decision or direction. DB
shall provide complete and accurate pricing within ten (10) calendar days of said discovery.
10.4 Costs of Delay/Liguidated Damages. City and D/B recognize that time is of the essence in this Agreement
and that City will suffer financial loss if the Project is not completed by the Substantial Completion Date
identified in the Project Schedule or any extensions subsequently approved. As the exact amount of financial
loss cannot be accurately forecasted, the Parties have used their best efforts to establish an estimate of such
loss. In doing so, the Parties have examined all of the circumstances and factors associated with a delay and
have determined an amount that is fair and reasonable as liquidated damages. City and D/B agree that DB
shall pay as liquidated damages (but not as a penalty) for each calendar day of delay beyond the time specified
4 ~'9
for Substantial Completion of the Project, the following amounts which D/B expressly agrees are "not
unreasonable under the circumstances" as defined in California Civil Code § 1671(b): $100 for each calendar
day. Liquidated Damages shall not be assessed after the date on which Substantial Completion is achieved. In
lieu of paying damages to the City, the Parties agree that City may choose to reduce the GMP by the amount of
the liquidated damages.
ARTICLE XI. PROJECT COSTS
11.1 Estimated Cost. The Estimated Cost of Project, according to the RFP is Four Million Nine Hundred Thirty
Three Thousand One Hundred Sixty-two Dollars and Fifty cents. ($ 4,933,162.50). The City's obligation
under this Agreement shall not exceed the Estimated Cost; however, once a GMP is determined and approved,
the GMP shall become the not to exceed amount of the City's obligation. GMP is subject to change pursuant to
methods established in this Agreement.
11.1.1 Cost Schedule. The GMP has been allocated among each activity or portion of the Project ("Itemized
Cost(s)"). The Itemized Costs are included in Exhibit "A", attached. The cost incurred by the DB for
a specific activity or portion of the Project shall not exceed the associated Itemized Cost.
11.2 GMP. At 90% complete construction documents, DB shall establish a GMP and submit such GMP to the
City for approval.
11.2.1 Not to Exceed Amount. The GMP shall not exceed $ 4,933,162.50. Any costs incurred by DB in
excess of said GMP shall be the sole responsibility of the DB, unless a Change Order is approved by
the City pursuant to Article XIII of this Agreement.
11.2.1.1 Included Costs. In calculating the GMP, DB shall include costs of the following:
11.2.1.1.1 All Design Consultants, including but not limited to electrical, lighting, and
consultants.
11.2.1.1.2 Estimating, value engineering and construction management.
11.2.1.1.3 Construction supervision and project management personnel, including but not
limited to superintendents, Project managers, Project secretaries, Project engineers,
Project accountants, and all other D/B personnel wherever located.
11.2.1.1.4 All on-site and off-site equipment, supplies and facilities, including but not limited
to, computers, estimating, dictating, communication and accounting equipment,
office space, trailers, field equipment and storage facilities.
11.2.1.1.4.1 Option to Purchase. In no case shall the cumulative monthly rental
charges to the Project for equipment and small tools used by the DB
exceed 90% of the fair market value of any one piece of equipment or
small tools. At City's option, the full price for equipment or small
tools may be paid, and City may take possession upon completion of
the Work.
11.2.1.1.5 All Hard Construction Costs. See Exhibit A
11.2.1.1.6 Contingency Fund, $ 234,912.50 which shall be held by the City.
11.2.1.1.7 Reimbursable Costs. See Exhibit A.
11.2.1.1.8 DB Fixed Fee for the complete design and construction of the entire Project as
specified in the 90% CD's.
11.2.1.1.9 No more than $ 9889.00 for Design Services.
11.2.1.1.10 All home-office and field overhead costs of any type including document control
and retention;
11.2.1.1.11 All business license costs;
11.2.1.1.12 All profit D/B intends to earn under this Agreement.
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11.2.1.1.13 All direct and incidental costs incurred by DB, except for those specifically
identified in the General Conditions section.
11.2.1.1.14 OTHER. The City agrees to hold only 5% retention for the duration of the
project.
11.2.1.2 Full Compensation. Unless otherwise expressly provided in this Agreement, GMP shall be
the maximum amount of compensation to due to DB for all permitted costs of any type
incurred by DB in performing all services and obligations under this Agreement.
11.2.2 Itemization. DB shall provide City with an itemization of the GMP that reconciles the GMP with the
itemized costs. The itemization shall include the following:
11.2.1.1 D/B Fixed Fees. The fees charged by the contractor for staff, equipment, office space and
overhead during the term of the project are included in the installation costs.
11.2.1.2 Hard Construction Costs. Hard Construction Costs broken down into categories for each of
the major trades for the Project, which will include labor, material expenses, equipment costs,
and a reasonable DB Contingency Fund.
11.2.1.3 Bonds, Permits and Insurance.
11.2.3 Alternate Bid Items. D/B shall prepare, with the cooperation of the City, alternate bid items to assure
that the cost of the Project will not exceed the GMP.
11.2.4 Adjustments to GMP Based on Approved Change Orders. GMP may be changed, increased or
decreased, based on Change Orders approved pursuant to Article XIII.
11.2.5 Adjustments Based on Other Cost Increases. GMP may be increased due to: (i} acts of God, acts of any
governmental authority, the elements, war, litigation, shortages of material, Iabor strikes, inflation,
later commonly accepted or adopted higher standards and specifications of construction, concealed or
unknown conditions encountered in the completion of the Project, or other cause beyond DB's
control, (ii) actual bids received being greater than estimated, or (iii) other factors not the result of
unreasonable conduct by DB. The GMP may be increased by the amount of such increases; however,
if GMP as proposed to be increased shall exceed the Estimated Costs, such change to GMP shall be
subject to approval by City Council.
11.3 Duty to Advance Costs. DB shall advance all costs for Project subject to Reimbursement in the manner
described in Article XVI. N/A.
11.4 Use of Proiect Contingency. Project Contingency shall not be used without prior, written City approval and
shall not be used for: (i) work required due to DB's, its officers', agents' or employees' failure to perform
Work or Services according to the terms of this Agreement, in compliance with the Construction Documents,
and/or Law; or (ii) uninsured losses resulting from the negligence of D/B, its officers, agents, or employees.
Any remaining (unused) project contingency will be returned to the City.
11.5 Notification of Increased Costs. If, at any time, the DB anticipates that the amount expended on the Project
will exceed the Estimated Cost or the GMP, when established, the DB shall immediately, not more than ten
(10) Working Days from becoming aware of the potential increase, notify the City in writing. This written
notification shall include an itemized cost estimate and a list of recommended revisions that the DB believes
will bring the Project cost to within the Estimated Cost or GMP. Following the delivery of the Notice, DB
shall assist the City in reviewing the itemized cost breakdown and adjusting the Scope of Work and
establishing a revised Project, the cost of which will not exceed the Estimated Cost or GMP, once establish.
11.5.1 City Action. Following consultation with the DB, the City may choose to: (i) approve an increase in
the amount authorized for the Project; (ii) delineate a project, which may be constructed for the budget
amount; (iii) any combination of (i} and (ii); or terminate the Project subject to the termination
provisions in Article XXVII.
ARTICLE XII. PRODUCTS
4 ~1
12.1 Submittals. Prior to the bidding process, DB shall submit for City approval a list of products intended for use
in the Project. Upon DB's completion of plans and specifications, City will review and approve products
specified therein. DB shall provide City a copy of each submittal for City approval throughout the duration of
construction within twenty (20} Calendar Days of DB's receipt of submittal. Approval is general approval only
and in no way relieves D/B of its sole responsibilities under this Agreement or any and all laws, codes, permits
or regulations.
12.2 Substitutions. D/B shall submit all requests for product substitutions to City in writing within thirty (30)
Calendar Days after the date of award of the construction contract. After expiration of the thirty (30) Calendar
Days, City will allow substitution only when a product becomes unavailable due to no fault of D/B's
contractor. City shall review substitution requests within thirty (30) Calendar Days of submission of such
requests. DB agrees that City requires the Engineer of Record's input and as such DB shall coordinate a five
(5) Working Day review by the Engineer of Record..
12.2.1 Substantiate Request. D/B shall include with each substitution request complete data substantiating
that the proposed substitution conforms to requirements of the Contract Documents.
12.2.2 D/B Representations. By submitting a substitution request, D/B is representing to City all of the
following: (i) DB has investigated proposed product and determined that in all respect the proposed
product meets or exceeds the specified product; (ii) DB is providing the same warranty for the
proposed product as was available for the specified product; (iii) DB shall coordinate installation and
make any other necessary modifications which may be required for work to be complete in all respects;
and (iv) DB shall waive any claims for additional costs related to the substituted product, unless the
specified product is not commercially available.
12.2.3 Separate Written Request. City will not consider either substitutions that are implied in the product
data submittal without a separate written request or substitutions that will require substantial revision
of construction contract documents.
12.3 Samples.
12.3.1 ~~t ,,.e ~er++„ rirrz~~ .,Ff..o ,. ~~b„ i~Pu:,a r,~n
12.3.2 Review. D/B shall furnish to City for review, prior to purchasing, fabricating, applying or installing,
(2) two samples (other than field samples} of each required material with the required finish. NIA.
12.3.2.1 "
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12.3.2.5 T'~a~,'a' b +' , f t~gles shall lie-p~'ep^ared at tie site n Fc ,.~oa ~.,;~,, . ,.a. ,.t,.,,,
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12.3.3 Not a Release of Liability. City's review of samples in no way relieves DB of DB's responsibility for
construction of Project in full compliance with all Contract Documents.
12.4 Observe Testing. When appropriate, DB shall witness testing and review materials and equipment testing
results and provide comments regarding conformance with specification requirements.
ARTICLE XIII. CHANGE ORDERS
4 ~2
13.1 When Required. Change Orders shall be required in the following instances:
13.1.1 GMP. Any adjustment in GMP.
13.1.2 Contract Time. Any adjustment in Contract Time of Completion Date.
13.1.3 Use of Contingency Fund. At any time DB seeks to use the Contingency Fund, irrespective of impact
on the GMP or Contract Time.
13.1.4 City Requests. The City directs DB to perform work that is not covered in the construction documents
and /or specifications.
13.1.5 Other. Any other instance for which this Agreement expresses that a Change Order shall be used.
13.2 Process for Approval of Change Orders. Within five (5) Calendar Days of any event that gives rise to the
need for a Change Order, the DB shall provide the City with written notice of the need for the same. The
Change Order must indicate whether the change will affect, in any way, by increasing or decreasing, the GMP,
Project Schedule, or project quality established during the design and submittal review process. In addition, it
shall be accompanied by a detailed and complete estimate of cost impact associated with the Change Order,
including all appropriate direct and indirect costs and credits. All such costs and credits shall be accurately
categorized into DB Fixed Fee, Reimbursable Costs or Hard Construction Costs. DB shall also provide City
with a realistic estimate of the impact; if any, the Change Order will have on the Contract Time.
13.2.1 Project Manager Approval. If the Change Order request does not result in an increase in the Estimated
Cost, the City Representative shall either approve or reject the Change Order in writing within ten (10)
Working Days of receiving DB's written notice, provided DB has submitted complete documentation
substantiating the need for such Change Order. If City fails to respond to DB's written notice within
the ten (10) Working Days, the Change Order request shall be deemed denied.
13.2.2 City CounciZApproval. For Change Orders not subject to section 13.2.1, City Council approval is
required. The City Council may either approve, reject, or approve in part such Change Orders.
Council Approval shall not be subject to the ten (10) Working Day response time provided for in
section 13.2.1.
13.3 Written Approval of Change Orders. DB shall not proceed on work requested under a Change Order,
absent written approval from the appropriate authority. Any Services or Work, which require the approval of a
Change Order, perform by D/B prior to approval shall not be reimbursed.
13.4Failure to Agree on Cost of Change Order or Time. In the event there is any disagreement or dispute
between the Parties as to whether the D/B is entitled to a Change Order, the amount of the Change Order,or any
increase in Contract Time requested through the Change Order, the dispute shall be resolved by the Director of
Public Works for City . If the determination of the Director of Public Works is challenged, such challenge shall
be addressed in the manner identified in Section 30.11. DB shall not have the right to stop or delay in the
prosecution of any services or work, including services or work that is the subject of the Change Order (if
directed by the City), pending the determination of the Director of Public Works or, if applicable, fmal
resolution. Instead, DB shall continue diligently prosecuting all such services and work.
13.5 Full Compensation. Payment to D/B for Change Orders shall provide full compensation for all equipment,
materials, labor, field and home office overhead, mark-ups, and profit necessary to complete the work. By
executing a Change Order, the DB or DB's representative acknowledges that no additional compensation or
claims for items of work listed in the Change Order will be allowed.
13.6 Errors and Omissions. D/B shall not be reimbursed for any costs or expenses of a Change Order resulting
from a design error or omission, DB's negligence, or the negligence of any of D/B's agents or subagents. DB
shall be reimbursed for any costs or expenses of a Change Order resulting from a design error or omission that
is the direct result of a City request for such design or omission. The City reserves the right to seek
reimbursements for any funds used due to errors or omissions of the Design Consultants, DB's negligence, or
the negligence of any of DB's agents, or subcontractors.
13.7 City Refusal to Approve Change Order. D/B shall not have the right to terminate this Agreement for the
City's refusal to approve a Change Order pursuant to Sections 13.2.1 and/or 13.2.2
4-~3
ARTICLE XIV. EXTRA WORK
14.1 City Authority to Order Extra Work. City may at any time prior to Project Completion order Extra Work
on the Project. The sum of all Extra Work ordered shall not exceed five percent (S%) of the Estimated Cost at
the time of the bid award, without invalidating this Agreement and without notice to any surety.
14.1.1 Requests in Writing. All requests for Extra Work shall be in writing, shall be treated as, and are
subject to the same requirements as Change Orders. DB shall not be responsible for failure to perform
Extra Work, which was requested in a manner inconsistent with this section.
14.2 Bonds Required for Extra Work. DB's and its agents' bonds, required under Article XXIV, shall cover any
Extra Work provided that the Extra Work is paid for by the Project Budget.
14.3 Reimbursement for Extra Work. Work performed by DB as Extra Work is reimbursable in the same
manner described in Article XIV. The Project contingency as described in Article XI, will be used first to
cover the costs of Extra Work.
14.4 Markup. DB wilI be paid a reasonable allowance for overhead and profit for Extra Work. The allowance
shall not exceed five percent (S%) of the approved costs for the Extra Work.
ARTICLE XV. CHANGED CONDITIONS
15.1 Changed Conditions. Changed Conditions shall be addressed under the Greenbook section 3-4; however,
Parties acknowledge that even if Changed Conditions are found to be present, the Project shall not exceed the
GMP without express City Council approval of an increase to the Project Budget. Absent such express
approval of additional funds, DB shall provide City with value engineering and Parties will return Project to
within the total Project cost.
ARTICLE XVI. PAYMENT TERMS
16.1 Payment
16.1.1 Funds for Payment. DB shall only be entitled to payment for Services and Work performed under
this Agreement from the funds appropriated for the Project.
16.1.2 Maximum Payment. DB shall be entitled to payment in an amount not to exceed the GMP or
subsequently approved increase in GMP. D/B is not entitled to payment for unapproved expenses,
unapproved increases in costs, or other increases caused by DB negligence, omissions, or failure to
seek approval for additional or increased costs.
16.1.3 Application for Payment. DB shall submit to City a certificate and application for payment on or
before the S~` day of each calendar month ("Payment Application"). The Payment Application shall be
based upon the percentage of completion of the Schedule of Values plus any Reimburseable Costs, less
any payments previously made by the City, incurred or advanced for the Project for which DB has not
previously received payment. The Payment Application must include all relevant documents in
accordance with Section 16.1 If the City determines that all relevant documents have not been
submitted, City shall request that D/B provide additional documentation. DB shall provide additional
documentation within ten (10) Working Days of request. City is not obligated to make payment to DB
until City has received all relevant documentation to support Reimbursement Request. After all
appropriate cost documentation has been received and City approves the Payment Application, City
shall make payment to DB of all uncontested charges within sixty (60) Calendar Days of receipt of a
complete Payment Application.
16.1.3.1 Withholding. From each payment, ten percent (S%) will be deducted and retained by the
City, and the remainder will be paid in accordance with the terms and conditions of this
Agreement. No payment made to D/B or its sureties will constitute a waiver of any rights the
City has under this Agreement. This section is not intended to limit any rights the City may
have under the Performance or Payment Bond. In lieu of withholding retention under this
Agreement, at the election of DB, City will deposit retention amounts into escrow and/or the
substitution of securities for money as provided in California Public Contract Code Section
22300.
4 ~4
16.1.3.2 Payment of Withholding. The City will pay the DB for the amounts withheld forty-five (45)
Calendar Days from recordation of the Notice of Completion, providing that no Stop Notices
or Mechanic's Liens have been filed since the recordation of the Notice of Completion.
16.1.3.2.1 Where a Stop Notice or Mechanic's Lien has been filed following the recordation of
the Notice of Completion, the amount in controversy shall continue to be withheld
until a fully executed release of Stop Notice or Mechanic's Lien has been filed and
a conformed copy delivered to the City.
16.1.4 Contested Charges. In the event City contests any charges contained in the Payment Application, the
dispute shall be resolved in the manner identified in Section 27.11.
16.1.5 Cutoff for Submission of Reimbursement Requests. DB shall submit all Reimbursement Requests
within six (6) months of the date on which Final Completion occurs and City accepts the Project. Any
Reimbursement Request submitted after the Cutoff Date shall not be reviewed or included in
Reimbursable Cost.
16.1.6. Verifrcation of Reimbursement Request. D/B shall supply documentation to support the
Reimbursement Request including, but not limited to, proof that all mechanic liens have been released,
copies of invoices received and copies of cancelled checks, substitute checks, or image replacement
documents showing that payment has been made in connection with the Reimbursement Request in the
following manner:
16.1.6.1 D/B shall submit two (2) copies of a Reimbursement Request (cover letter, invoice, and
documentation) to the City.
16.1.6.2 After review and approval, the City shall prepare a memorandum to the Financing
Department that the invoice is appropriate to pay. The memorandum shall indicate any costs
to be disallowed and the reason for the disallowance.
16.1.6.3 Prior to the approval of the Reimbursement Request, City has the right to verify whether or
not the materials and work for which reimbursement is being requested have been installed
and performed as represented in the Reimbursement Request.
16.1.7 Non-reimbursable Costs. Except to the extent that City expressly assumes the risk of loss under this
Agreement, City shall exclude from the amounts payable to DB the fair value, as determined by City,
of property that is destroyed, lost, stolen, or damaged rendering it undeliverable or unusable for City.
In addition, DB is not entitled to reimbursement for any cost or expenditure that has not been
approved by the City in the manner required by this Agreement or the City Charter and rules,
regulations, or laws promulgated there-under.
ARTICLE XVII. INSPECTION
17.1 Inspection Team. The Project shall be inspected by a team composed of, at a minimum, the following: i.)
City Public Works Inspectors and /or Project Manager, ii.) representative from DB's Design Team, iii.) the
Construction Manager, and iv.Representative, (iii) D/B's Consultant(s), and (e) the DB's construction
superintendent [Inspection Team]
17.2 Inspection Stages. The Project shall be inspected by the Inspection Team at minimum during the following
stages: (i) when required by code, (ii.) as directed by the "Special Inspections" provision, (iii) bi-weekly.
17.3 Access. City, its consultants, subcontractors, independent testing laboratories as well as other governmental
agencies with jurisdictional interests will have access at reasonable times with the City Project Manager's
approval for this observation, inspecting and testing. DB shall provide them proper and safe conditions for
such access and advise them of DB's safety procedures and programs so that they may comply.
17.4 Additional Inspections. City will make, or have made, such inspections and tests, as the City deems
necessary to see that the Work is being accomplished in accordance with the requirements of the Construction.
17.5 Notice. DB shall give City timely notice of readiness of the Work for all required on and off-site inspections,
tests, or approvals and shall cooperate with inspection and testing personnel to facilitate required inspections or
4 ~5
tests. D/B shall give at least 24 hours notice for on-site inspection and five (5) days notice for off-site
inspection.
17.6 Costs of Inspection. Unless otherwise specified, the cost of inspection and testing will be borne by the City.
Any expenses associated with re-inspection shall be borne by D/B.
17.7 Concealing Work. Prior to concealing work, DB shall obtain approval of work from the City and as required
by all State Building Codes. City has the right to stop or suspend Work activities which will conceal or cover
up DB Work product which is to be inspected or tested, or which will interfere with the inspection or testing
activities, for a reasonable time and DB will have no right to additional cost or time it may incur as a result of
the Work stoppage.
17.8 Defective Work. In the event such inspections or tests reveal non-compliance with the requirements of the
Construction Documents or defective work, the provisions and process of Article XXII shall apply.
17.9Not a Waiver of Obligations. Neither observations by the City nor inspections, tests, or approvals by City or
others shall relieve DB from D/B's obligations to perform the Work in accordance with the Construction
Documents. This approval is general approval only and in no way relieves DB of its sole responsibilities under
this Agreement or any and all laws, codes, permits or regulations.
ARTICLE XVIII. PROJECT COMPLETION
18.1 Notice to City. When DB determines that the Project is complete, DB shall notify the City in writing of the
Projects status within seven (7) Calendar Days of the DB's determination. The notice shall certify to City that
the Project has been completed in accordance with the Construction Documents, all applicable building codes
and regulations, all permits, licenses, and certificates of inspection, use and occupancy, and ordinances relating
to the Project.
18.2 Walk-Through Inspection. A preliminary Walk-Through Inspection shall be conducted by City within ten
(10} Working Days following DB's notice to City of completion ("Walls-Through Inspection"). The Walk-
Through Inspection will be conducted by the Inspection Team identified in Article XVII, Section 17.1.
18.2.1 Punch List. A Punch List, if necessary, shall be prepared by City during the Walk-Through Inspection.
The Punch List shall be presented to DB by the Engineer of Record within three (3) Working Days of
the Walls-Through Inspection. DB shall correct the items listed on the Punch List within thirty (30}
Calendar Days of receipt of the punch list and prior to the Final Inspection.
18.2.2 Failure to Ident~ Items. As to any items not included on the Punch List or later discovered, nothing
in this section is intended to limit DB's obligations under this Agreement and City will maintain all
remedies available under this Agreement and the law.
18.3 Equipment Demonstration. Prior to final inspection, DB shall demonstrate to City the operation of each
system in the Project, and instruct City personnel in operation, adjustment and maintenance of equipment and
systems, using the operation and maintenance data.
18.3.1 Startup. The DB shall supervise, manage, and coordinate all project startup and testing activities for
mechanical systems within the provisions of the project Contract Documents.
18.3.2 Reporting. The DB shall report progress of project startup and testing to the City in a manner
consistent with the City's reporting system.
18.4 Final Inspection. Provided DB has corrected the Punch List items and notified the City of the correction
("Notice of Correction"), the Final Inspection for the Project shall be scheduled and conducted within ninety
(90) Calendar Days of the Notice of Correction.
ARTICLE XIX. PROJECT ACCEPTANCE AND FINAL COMPLETION
19.1 Acceptance. Upon approval by the Inspection Team during the Final Inspection that Project improvements are
complete and that work required on the Punch List has been fmished, City shall accept the Project
("Acceptance"). Upon Acceptance, DB shall do all of the following:
4 ~6
19.1.1 Notice of Completion. DB shall execute and file a Notice of Completion with the County Recorder of
San Diego County and shall provide the RE with a conformed copy of the recorded Notice of
Completion.
19.1.2 Lien and Material Releases. DB shall cause all contractors and subcontractors to provide lien and
material releases as to the Project and provide copies of such lien and material releases to the City or,
upon approval of City which shall not be unreasonably withheld, provide bonds in lieu of lien and
material releases in a form reasonably acceptable to City for all such work.
19.2 Final Completion. Final Completion of the Project shall be deemed to occur on the last date of the following
events: (i) recordation of the Notice of Completion with a conformed copy to City; (ii) submission of all
documents required to be supplied by DB to City pursuant to this Agreement, including GIS information,
warranties, and operating and maintenance manuals; or issuance of a final certificate of occupancy.
19.2.1 As-Builts. City will evaluate the submitted As-Builts for accuracy and completeness and may return
comments. DB shall meet with City until all issues are resolved. Upon issue resolution, in
accordance with disputed work procedures in Section 22.6, DB shall submit a mylar set and three
(3) fmal blueline sets of As-Builts stamped by the architect/engineer of record as required by law.
N/A
19.3 No Waiver. DB's obligation to perform and complete the work in accordance with the Contract Documents
shall be absolute. Neither recommendation of any progress payment or acceptance of work, nor any payment
by City to DB under the Contract Documents, nor any use or occupancy of the Project or any part thereof by
City, nor any act of acceptance by City, nor any failure to do act, nor any review of a shop drawing or sample
submittal, will constitute an acceptance of work, which is not in accordance with the Contract Documents.
ARTICLE XX. PROJECT DELNERABLES
20.1 Proiect Deliverables. Prior to Acceptance, DB shall deliver all of the following to the City in the format
required:
20.1.1 As-Builts. DB shall provide As-Builts in 1 set of electronic format (.pdf).-
20.1.1.1 As-Builts shall show by dimension accurate to within one (1) inch, the centerline of each run
of conduits and circuits, piping, ducts, and other similar items as determined by City, both
concealed and visible. DB shall clearly identify the item by accurate note such as "cast iron
drain," galvanized water, etc. DB shall clearly show, by symbol or note, the vertical location
of the item ("under slab", "in ceiling", "exposed", etc.), and make all identification
sufficiently descriptive that it may be related reliably to the specification. DB shall
thoroughly coordinate all changes on the As-Builts making adequate and proper entries on
each page of specifications and each sheet of drawings and other documents where entry is
required to properly show the change.
20.1.1.2 D/B shall include all of the following on the As-Builts:
20.1.1.2.1 Depth of foundation in relation to fmished first floor.
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20.1.1.2.9The title "PROJECT RECORD" in 3/8" letters.
20.1.1.3 DB shall maintain a set of As-Builts at the Project site for reference. DB shall ensure that
changes to the As-Builts are made within twenty-four (24) hours after obtaining information.
Changes shall be made with erasable colored pencil (not ink or indelible pencil), shall clearly
describe the change by note (note in ink, colored pencil or rubber stamp) and by graphic line,
shall indicate the date of entry, shall circle the area or areas affected and, in the event of
overlapping changes, use different colors for each change. N/A
20.1.2 Operation and Maintenance Manuals. DB shall submit all Operation and Maintenance manuals
prepared in the following manner:
20.1.2.1 In triplicate, bound in 8'h x 11 inch (216 x 279 mm} three-ring size binders with durable
plastic covers prior to City's Final Inspection.
20.1.2.2 A separate volume for each system as it applies to the project, including but not limited to,
mechanical, electrical, plumbing, roofing, irrigation, and any other system as determined by
City, with a table of contents and index tabs in each volume as follows:
20.1.2.2.1Part 1: Directory, listing names, addresses, and telephone numbers of DB's agents,
suppliers, manufacturers, and installers.
20.1.2.2.2Part 2: Operation and Maintenance Instructions, arranged by specification division
or system. For each specification division or system, provide names, addresses
and telephone numbers of DB's agents, suppliers, manufacturers, and installers.
In addition, list the following: (i) appropriate design criteria; (ii) list of
equipment; (iii) parts list; (iv) operating instructions;(v) maintenance instructions,
equipment; (vi) maintenance instructions, finishes; (vii) shop drawings and
product data; and (viii) warranties.
20.2 Ownershia of Project Deliverables. Upon Final Completion or Termination, Project Deliverables shall
become the property of the City. D/B and City mutually agree that the Contract documents for the Project
shall not be used on any other work without the consent of each Party. Assemble and deliver to City upon
Final Completion all records, documents, warranties, bonds, guarantees, maintenance/ service contracts, and
maintenance and operating manuals
ARTICLE XXI. WARRANTIES
21.1 Warranties Required. D/B shall provide and require its agents to provide the warranties listed below. This
warranty requirement is not intended to exclude, and shall not exclude, other implicit or explicit warranties or
guarantees required or implied by law.
21.1.1 Materials and Workmanship. D/B shall guarantee, and shall require its agents to guarantee the
inverters for the Project against defective workmanship and materials furnished by DB for a period ten
(10) years and PV panels for twenty-five (25) from the date of Project's Final Completion. DB shall
replace or repair any such defective work in a manner satisfactory to City, after notice to do so from
.City, and within the time specified in the notice.
21.1.2 New Materials and Equipment. DB shall warrant and guarantee, and shall require its agents to
warrant and guarantee, to City that all materials and equipment incorporated into the Project are new
unless otherwise specified.
21.1.3 Design, Construction, and Other Defects. DB shall warrant and guarantee, and shall require its agents
to warrant and guarantee to City that all work is in accordance with the Plans and Specifications and is
not defective in any way in design, construction or otherwise.
4 2~ 8
21.2 Form and Content. Except manufacturer's standard printed warranties, all warranties shall be on DB's and
D/B's agent's, material supplier's, installer's or manufacturer's own letterhead, addressed to City. All
warranties shall be submitted in the format specified in this section, modified as approved by City to suit the
conditions pertaining to the warranty.
21.2.1 Durable Binder. Obtain warranties, executed in triplicate by DB and manufacturers. Provide Table of
Contents and assemble in binder with durable plastic cover.
21.2.2 Table of Contents. All warranties shall be listed and typewritten in the sequence of the Table of
Contents of the Project manual, with each item identified with the number and title of the specification
section in which specified, and the name of product or work item.
21.2.3 Index Tabs. Separate each warranty with index tab sheets keyed to the Table of Contents listing.
21.2.4 Detail. Provide full information, using separate typewritten sheets, as necessary. List DB's agents,
installer, and manufacturer, with name, address and telephone number of responsible principal.
21.2.5 Warranty Start Date. Except for items put into use with D/B's permission with date mutually agreed
upon in writing, leave date of beginning of time of warranty open until the date of Final Completion.
21.2.6 Signature and Notarization. All warranties shall be signed and notarized. Signatures shall be required
from DB.
21.3 Term of Warranties. Unless otherwise specified or provided by law warranties for inverters shall extend for
a term often (10) years and PV panels for twenty-five (25) years from the date of Final Completion.
21.3.1
21.4 Meetings. ,
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21.E Warranty Inspection. At 180 and 360 days following Final Completion, during the one-year general building
warranty period, DB shall inspect each component of the Project, identify items requiring repair, and oversee
and complete such repairs. Findings of such inspections shall be reported to the City.
ARTICLE XXII. DEFECTIVE WORK
22.1 Correction, Removal, or Replacement. If within the designated warranty period, or such additional period as
maybe required by law or regulation, the Project is discovered to contain Defective Work, the DB shall
promptly and in accordance with the City's written instructions and within the reasonable time limits stated
therein, either correct the Defective Work, or if it has been rejected by City, remove it from the site and replace
it with non-defective and conforming work.
22.2 City's Right to Correct. If circumstances warrant, including but not limited to an emergency or DB's failure
to adhere to section 22.1, City may correct, remove, or replace the Defective Work. In such circumstances,
D/B shall not recover costs associated with the Defective Work and shall reimburse the City for all City's
costs, whether direct or indirect, associated with the correction or removal and replacement.
22.3 Non-Reimbursable Costs. All costs incurred by DB or DB's agents to remedy defects are non-reimbursable
costs. If the City has already reimbursed the DB for the defective work, City is entitled to an appropriate
decrease in Reimbursable Costs, to withhold a setoff against the amount, or to make a claim against DB's
bond if D/B has been paid in full.
22.4 Extension of Warranty. ,
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22.5 No Limitation on other Remedies. Exercise of the remedies for defects pursuant to this Article shall not limit
the remedies City may pursue under this Agreement or law.
22.6 Disputes. If DB and City are unable to reach agreement on disputed work, DB shall not have the right to stop
or delay in the prosecution or any Services of Work, pending the determination of the Director of Public Works
or, if applicable, fmal resolution. Instead DB shall continue to diligently prosecute all Work and Services.
During the time of the dispute, the City shall withhold the amount of the charge in question and compensate
DB for undisputed amounts. Payment of disputed amounts shall be as later determined by the Director of
Public Works. If this decision is contested, the claims procedure in 27.11 shall be followed. DB shall
maintain and keep all records relating to disputed work for a period of three (3) years in accordance with
Article XXVII.
ARTICLE XXIIL MAINTENANCE OF LANDSCAPING & IRRIGATION WORK
23.1 Maintenance Period. If DB is required to install or maintain landscaping and/or irrigation, DB shall provide
a maintenance period which shall begin on the first day after all landscape and irrigation work on the Project is
complete, checked, approved by City, and City has given written approval to begin the maintenance period,
and shall continue thereafter for ninety (90) Calendar Days or until Project Acceptance, whichever is longer.
N /A.
23.2 Maintenance Area.
23.3 Maintenance Required. '
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23.6 Replacement. Plants found to be dead or not in a vigorous condition, or if root balls have been damaged,
within the installation, maintenance and guarantee periods, shall be replaced within fourteen (14) Working
Days of notification by City. DB shall include, at DB's or DB's Contractor's expense, a timely written
diagnosis of plant health by a certified Arborist, should a dispute arise. Arborist's report shall indicate reason
for lack of vigor, potential remedies, if any, and estimate of time required to regain vigor and specified size.
N/A.
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ARTICLE XXIV. BONDS
24.1 Payment Bond. DB shall provide or require its Construction Contractor to provide City with a Payment
(material and labor) Bond in favor of City for one hundred percent (100%) of the Hard Construction Costs.
24.2 Performance Bond. DB shall provide or require its Construction Contractor to provide City with a Faithful
Performance Bond in favor of the City for one hundred percent (100%) of the GMP.
24.3 Term. The Payment Bond shall remain in full force and effect at least until the Project is accepted by the City
and all claims for materials and labor are paid, for a minimum of forty-five {45) Calendar Days after the filing
of the Notice of Completion, except as otherwise provided by law or regulation. The Performance Bond shall
remain in full force for thirty (30) Calendar Days following the filing date of the Notice of Completion.
24.4 Certificate of Agency. All bonds signed by an agent must be accompanied by a certified copy of such agent's
authority to act.
24.5 Licensing and Rating. The bonds shall be duly executed by responsible surety companies admitted to do
business in the State of California, licensed or authorized in the jurisdiction in which the project is located to
issue bonds for the limits required by this agreement, listed as approved by the United States Department of
Treasury Circular 570, and whose underwriting limitation is sufficient to issue bonds in the amount required by
this agreement and which also satisfy the requirements stated in Section 995.660 of the Code of Civil
Procedure, except as provided otherwise by laws or regulations, secured through an authorized agent with an
office in California, and have a minimum AM Best rating of "A-".
24.6 Form. All bonds shall be in the form prescribed by City Attorney.
24.6 Insolvency or Bankruutcy. If the surety on any bond furnished by the Construction Contractor is declared
bankrupt or becomes insolvent or its right to do business is terminated in any state where any part of the
Project is located, DB shall within seven (7) Calendar Days thereafter substitute or require the substitution of
another bond and surety, acceptable to the City.
ARTICLE XXV. INDEMNITY & DUTY TO DEFEND
25.1 Indemnity Defense and Hold Harmless -General Requirement. Except for liability for Professional
Services covered under Section 25.2, DB shall defend, indemnify, protect and hold harmless the City, its
elected and appointed officers and employees, from and against any and all claims, demands, causes of action,
costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful
death, in any manner arising out of or incident to any alleged acts, omissions, negligence, or willful misconduct
of DB, its officials, officers, employees, agents, and contractors, arising out of or in connection with the
performance of the defined Services or this Agreement. This indemnity provision does not include any claims,
damages, liability, costs and expenses (including without limitations, attorneys fees) arising from the sole
negligence or sole willful misconduct of the City, its officers, employees. Also covered is liability arising from,
connected with, caused by or claimed to be caused by the active or passive negligent acts or omissions of the
City, its agents, officers, or employees which may be in combination with the active or passive negligent acts
or omissions of the D/B, its employees, agents or officers, or any third party.
25.2 Professional Services. For those professionals who are required to be licensed by the state (e.g. architects,
landscape architects, surveyors and engineers) ("Design Professionals"), Design Professionals shall defend,
indemnify and hold the City, its officials, off cers, employees, volunteers, and agents free and harmless from
any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or
equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or relating
to any negligence, errors or omissions, recklessness, or willful misconduct of Design Professional, its officials;
officers, employees, agents, DBs, and contractors arising out of or in connection with the performance of the
Design Professional's Services. Also covered is liability arising from, connected with, caused by, or claimed to
be caused by the active or passive negligent acts or omissions of the City, its agents, officers, or employees
which may be in combination with the active or passive negligent acts or omissions of the Design Professional,
its employees, agents or officers, or any third party. The Design Professional's duty to indemnify, protect and
hold harmless shall not include any claims or liabilities arising from the sole negligence or sole willful
4 ~1
misconduct of the City, its agents, officers or employees. This section in no way alters, affects or modifies the
Design Professional's obligation and duties under this Agreement.
25.3 Indemnification for Liens and Ston Notices. The DB shall keep the Project and Property free of any
mechanic's liens and immediately secure the release of any stop notices. The DB shall defend, indemnify,
protect, and hold harmless, the City, its agents, officers and employees from and against any and all liability,
claims, costs, and damages, including but not limited to, attorney fees, arising from or amibutable to a failure
to pay claimants. DB shall be responsible for payment of all persons entitled to assert liens and stop notices.
25.4 Indemnification for Hazardous Materials. DB agrees to defend, indemnify, and hold harmless, the City, its
agents, officers and employees from and against any and all costs, damages, claims, and liabilities, including
reasonable attorney fees, foreseeable or unforeseeable, directly or indirectly, arising from or related to the
Hazardous Materials identified in the Phase I or Phase II Reports, if any, conducted pursuant to Article V.
DB's indemnity shall survive the Notice of Completion. City expressly preserves its rights against other
parties and does not release, or waive its rights to contribution against, any other party. 25.1 through 25.4,
25.5 Costs of Defense and Award. Included in the obligations in Sections above, is the DB's obligation to defend,
at DB's own cost, expense and risk, any and all aforesaid suits, actions or other legal proceedings of every
kind that may be brought or instituted against the City, its directors, officials, officers, employees, agents
and/or volunteers. D/B shall pay and satisfy any judgment, award or decree that maybe rendered against City
or its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expense and cost
incurred by each of them in connection therewith.
25.6 Insurance Proceeds. DB's obligation to indemnify shall not be restricted to insurance proceeds, if any,
received by the City, its directors, officials, officers, employees, agents, and/or volunteers.
25.7 Enforcement Costs. DB agrees to pay any and all costs City incurs enforcing the indemnity and defense
provisions set forth in this Article XXV.
25.8 Survival. Consultant's obligations under this Article XXV shall survive the termination of this Agreement.
ARTICLE XXVI. INSURANCE
26.1 General. DB shall not begin work under this Agreement until it has: (i) obtained, and upon the City's request
provided to the City, insurance certificates reflecting evidence of all insurance required in section 26.2; (ii)
obtained City approval of each company or companies; and (iii) confirmed that all policies contain the specific
provisions required by section 26.4.
26.2 Tyaes of Insurance. At all times during the term of this Agreement, DB shall maintain insurance coverage as
follows:
26.2.1 Commercial General Liability. Contractor shall provide at its expense a policy or policies of
Commercial General Liability [CGL] Insurance written on an ISO Occurrence form CG 00 O 1 07 98
or an equivalent form providing coverage at least as broad and which shall cover liability arising from
premises and operations, XCU (explosions, underground, and collapse) independent contractors,
products/completed operations, personal injury and advertising injury, bodily injury, property
damage, and liability assumed under an insured's contract (including the tort liability of another
assumed in a business contract). There shall be no endorsement or modification of the CGL Insurance
limiting the scope of coverage for either "insured vs. insured" claims or contractual liability.
Contractor shall maintain the same or equivalent CGL Insurance as described herein for at least ten
(10) years following substantial completion of the work. All costs of defense shall be outside the
policy limits. The Policy shall provide for coverage in amounts not less than rivo million dollars
($2,000,000) per occurrence for Bodily Injury, Personal Injury, or Property Damage. If Commercial
General Liability Insurance or other form with a general aggregate limit shall apply separately to this
project/location, the general aggregate limit shall be twice the required occurrence limit.
26.2.2 Commercial Automobile Liability. For all of DB's automobiles used in conjunction with the Project
including owned, hired and non-owned automobiles, DB shall keep in full force and effect, a policy
or policies of Commercial Automobile Liability Insurance written on an ISO form CA 00 O1 12 90 or
a later version of this form or equivalent form providing coverage at least as broad in the amount of
4 ~3~2
one million dollars ($1,000,000) combined single limit per occurrence, covering bodily injury and
properly damage for owned, non-owned and hired automobiles ("Any Auto"]. All costs of defense
shall be outside the policy.
26.2.3 Architects and Engineers Professional Liability. For all of DB's employees who are subject to this
Agreement, D/B shall keep in full force and effect, or D/B shall require that its architect/engineer(s) of
record keep in full force and effect errors and omissions insurance providing coverage for professional
liability with a combined single limit of one million dollars ($1,000,000) per claim and two million
dollars ($2,000,000) annual aggregate. DB shall ensure both that (i) this policy retroactive date is on
or before the date of commencement of the Project; and (ii) this policy has a reporting period of three
(3}years after the date of completion or termination of this Agreement. DB agrees that for the time
period defined above, there will be no changes or endorsements to the policy that increases the City's
exposure to loss.
26.2.4 Excess Liability. DB shall provide Excess Liability Insurance affording two million dollars
($2,000,000) in excess of General Liability and Employer's Liability limits afforded on primary
policies. The coverage will be subject to the same terms, conditions, and exclusions found in the
primary policies.
26.2.5 Contractors Pollution Liability. If the DB or its Contractors' Work includes cleanup, removal,
storage, or otherwise handling of hazardous or toxic chemicals, materials, substances, or any other
pollutants, Contractor shall provide at their expense Contractors Pollution Liability Insurance
appropriate to cover such activities in an amount not less than $3,000,000 Combined Single Limit per
occurrence/aggregate for bodily injury, property damage and remediation.
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26.2.7 Worker's Compensation. For all of DB's employees who are subject to this Agreement and to the
extent required by the State of California, DB shall keep in full force and effect, a Workers'
Compensation Insurance and Employers' Liability Insurance to protect DB against all claims under
applicable state workers' compensation laws. The City, its elected officials, and employees will not be
responsible for any claims in law or equity occasioned by the failure of the DB to comply with the
requirements of this section. That policy shall provide at least the statutory minimums of one million
($1,000,000) for Bodily Injury by Accident for each accident, one million dollars ($1,000,000} for
Bodily Injury by Disease each employee, and a one million dollars ($1,000,000) for Bodily Injury by
Disease policy limit.
26.2.7.1 Prior to the execution of the Agreement by the City, the DB shall file the following signed
certification:
"I am aware of the provisions of Section 3700 of the Labor Code which requires every
employer to be insured against liability for worker's compensation or to undertake self-
insurance, in accordance with the provisions of that code, and I will comply with such
provisions before commencing the performance of the work of the Contract."
26.2.8 Builder's Risk. To the extent commercially available the City shall provide a policy of "all risk"
Builders Risk Insurance. Coverage will be provided for the Replacement Cost of Materials, Equipment
and Fixtures destined to become a permanent part of the structure, and coverage will include Property
in Transit and Property in Offsite Storage. The limit for this policy shall be a minimum of
$ 4,933,162.50 (GMP dollar amount to reflect project soft and hard costs). It shall be DB's
responsibility to bear the expense of any deductible ($ 10,000.00). The Builders Risk coverage shall
expire at the time such insured property is occupied by City, or a Notice of Completion is filed,
whichever occurs first. Contractor and its Subcontractors will be solely responsible for any loss or
damage to their personal property, including contractor's tools and equipment owned, used, leased or
rented by the Contractor or Subcontractor.
26.3 Rating Requirements. Except for State Compensation Insurance Fund, all insurance required by express
provision of this Agreement shall be carried only by responsible insurance companies that have been given at
least an "A" or "A-" and "V" rating by AM BEST, that are authorized by the California Insurance
Commissioner to do business in the State of California, and that have been approved by the City.
26.3.1 Non-Admitted Carriers. The City will accept insurance provided by non-admitted, "surplus lines"
carriers only if the carrier is authorized to do business in the State of California and is included on the
List of Eligible Surplus Lines Insurers [LESLI list] with a current AM BEST rating of no less than
A:X.
26.4 Endorsements Required. Each policy required under Article XXVI, section 26.2 of this Agreement shall
expressly provide, and an endorsement shall be submitted to the City, that:
26.4.1 Additional Insureds. Except as to Architects and/or Engineers professional liability insurance and
Workers Compensation, the City of Chula Vista and its respective elected officials, officers,
employees, agents, and representatives shall be named as additional insureds.
26.4.1.1 Commercial General Liability. The policy or policies must be endorsed to include as an
Additional Insured the City of Chula Vista and its respective elected officials, officers,
employees, agents, and representatives. Liability Additional Insured Endorsement must be
provided on ISO form CG 2010 (11/85) or equivalent, specifically, coverage afforded City
must be Primary and must not exclude Completed Operations. The coverage for Projects for
which the Engineer's Estimate is one million dollars ($1,000,000) or more shall include
liability arising out of: (i) Ongoing operations performed DB or on DB's behalf, (ii) DB's
products, (iii) DB's work, including but not limited to completed operations performed by
DB or on DB's behalf, or (iv} premises owned, leased, controlled, or used by D/B; the
coverage for Projects for which the Engineer's Estimate is less than one million dollars
($1,000,000) shall include liability arising out of: (i) Ongoing operations performed by D/B
4 ~4
or on D/B's behalf, (ii) DB's products, work, including but not limited to completed
operations performed by DB or on DB's behalf, or (iii) premises owned, leased, controlled,
or used by you; Except that in connection with, collateral to, or affecting any construction
contract to which the provisions of subdivision (b) of Section 2782 of the California Civil
Code apply, these endorsements shall not provide any duty of indemnity coverage for the
active negligence of the City of Chula Vista and its respective elected officials, officers,
employees, agents, and representatives in any case where an agreement to indemnify the City
of Chula Vista and its respective elected officials, officers, employees, agents, and
representatives would be invalid under subdivision (b) of Section 2782 of the California
Civil Code. In any case where a claim or loss encompasses the negligence of the Insured and
the active negligence of the City of City of Chula Vista and its respective elected officials,
officers, employees, agents, and representatives that is not covered because of California
Insurance Code Section 11580.04, the insurer's obligation to the City of San Chula Vista and
its respective elected officials, officers, employees, agents, and representatives shall be
limited to obligations permitted by California Insurance Code Section 11580.04.
26.4.1.1 Commercial Automobile Liability Insurance. Unless the policy or policies of Commercial
Auto Liability Insurance are written on an ISO form CA 00 O 1 12 90 or a later version of this
form or equivalent form providing coverage at least as broad, the policy or policies must be
endorsed to include as an Additional Insured the City of Chula Vista and its respective elected
officials, officers, employees, agents, and representatives, with respect to liability arising out
of automobiles owned, leased, hired or borrowed by or on behalf of the Contractor; except
that in connection with, collateral to, or affecting any construction contract to which the
provisions of subdivision (b) of Section 2782 of the California Civil Code apply, this
endorsement shall not provide any duty of indemnity coverage for the active negligence of the
City of Chula Vista and its respective elected officials, officers, employees, agents, and
representatives in any case where an agreement to indemnify the City of Chula Vista and its
respective elected officials, officers, employees, agents, and representatives would be invalid
under subdivision (b) of Section 2782 of the California Civil Code. In any case where a claim
or loss encompasses the negligence of the Insured and the active negligence of the City of
Chula Vista and its respective elected officials, officers, employees, agents, and
representatives that is not covered because of California Insurance Code Section 11580.04,
the insurer's obligation to the City of Chula Vista and its respective elected officials, officers,
employees, agents, and representatives shall be limited to obligations permitted by California
Insurance Code Section 11580.04.
26.4.2 Primary and Non-Contributory. The policies are primary and non-contributing to any insurance or
self-insurance that maybe carried by the City of Chula Vista, its elected officials, officers, employees,
agents, and representatives with respect to operations, including the completed operations if
appropriate, of the Named Insured. Any insurance maintained by the City of Chula Vista and its
elected officials, officers, employees, agents, and representatives shall be in excess of DB's insurance
and shall not contribute to it.
26.4.3 Waiver of Subrogation. Consultant's insurer will provide a Waiver of Subrogation in favor of the City
for each required policy providing coverage for the term required by this Agreement.
26.4.4 Project General Aggregate Limit. The CGL policy or policies must be endorsed to provide a
Designated Construction Project General Aggregate Limit that will apply only to the Work performed
under this Agreement. Claims payments not arising from the Work shall not reduce the Designated
Construction Project General Aggregate Limit. The Designated Construction Project General
Aggregate Limit shall be in addition to the aggregate limit provided for the products-completed
operations hazard.
26.4.5 Written Notice. Except as provided for under California law, the policies cannot be canceled, non-
renewed or materially changed except after thirty (30) Calendar Days prior written notice by D/B to
the City by certified mail, as reflected in an endorsement which shall be submitted to the City, except
for non-payment of premium, in which case ten (10) Calendar Days notice shall be provided.
4
26.4.5.1 The words "will endeavor" and "but failure to mail such notice shall impose no obligation or
liability of any kind upon the company, its agents, or representatives" shall be deleted from
all certificates.
26.4.6 Additional Insurance. D/B may obtain additional insurance not required by this Agreement.
26.4.7 Prior to Starting Work. Before performing any work, DB shall provide the City with all Certificates
of Insurance accompanied by all endorsements.
26.5 Subcontractors. All coverages for subcontractors or subconsultants shall be subject to all of the requirements
stated herein. Subcontractors and subconsultants shall be protected against risk of loss by maintaining
insurance in the categories and at the limits required herein. Subcontractors and subconsultants shall name
City and D/B as additional insureds under its policies.
26.6 Obligation to Provide Documents. The DB shall provide copies of documents including but not limited to
certificates of insurance and endorsements, and shall furnish renewal documentation prior to expiration of
insurance. Each required document shall be signed by the insurer or a person authorized by the insurer to bind
coverage on its behalf. The City reserves the right to require complete, certified copies of all insurance policies
required herein.
26.6.1 Cooperation. The DB and its Contractors shall cooperate fully with and provide any information or
records requested by the City or regarding all aspects of the insurance and project, including but not
limited to claims, audit, payroll, insurance records and safety. Delays in reporting information to the
City may result in delays in progress payments to the DB.
26.7 Deductibles/Self Insured Retentions. All deductibles and self-insurance retentions on any policy shall be the
responsibility of DB. Deductibles and self-insurance retentions shall be disclosed to and approved by the City
at the time the evidence of insurance is provided. At the option of the City, either: the insurer shall reduce or
eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees and
volunteers; or the D/B shall provide a fmancial guarantee satisfactory to the City guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
26.8 Policy Changes. DB shall not modify any policy or endorsement thereto which increases the City's exposure
to loss for the duration of this Agreement.
26.9 Reservation of Rights. The City reserves the right, from time to time, to review the Contractor's insurance
coverage, limits, deductible and self-insured retentions to determine if they are acceptable to the City. The City
will reimburse the Contractor for the cost of the additional premium for any coverage requested by the City in
excess of that required by this Agreement without overhead, profit, or any other markup.
26.10 Not a Limitation of Other Obligations. Insurance provisions under this section shall not be construed to
limit the DB's obligations under this Agreement, including Indemnity.
26.11 Material Breach. Failure to maintain, renew, or provide evidence of renewal during the term of this
Agreement may be treated by the City as a material breach of contract
ARTICLE XXVII. TERMINATION/SUSPENSION OF WORK
27.1 Suspension of Work for Archaeological and/or Paleontological Discoveries. If a discovery is made of an
archaeological or paleontological interest, DB shall immediately cease operations in the area of the discovery
and shall not continue until ordered by City. When resumed, operations within the area of the discovery shall
be as directed by City.
27.1.1 Discoveries which may be encountered may include, but are not be limited to, dwelling sites, stone
implements or other artifacts, animal bones, human bones, fossils or any item with cultural
significance.
27.1.2 D/B shall be entitled to an extension of time and compensation in accordance with the provisions of
this Agreement.
27.2 Termination of Agreement by City for Cause. If, through any cause, DB shall fail to fulfill in a timely and
proper manner DB's obligations under this Agreement, or if DB shall violate any of the covenants,
4 ~6
conditions, agreements or stipulations of this Agreement, City shalt have the right to terminate this Agreement
by giving written notice to DB of such termination and specifying the effective date thereof at least five (5)
Calendar Days before the effective date of such termination.
27.3 Termination or Suspension for Convenience by City. City may terminate or suspend this Agreement at any
time and for any reason, by giving specific written notice to DB of such termination or suspension and
specifying the effective date thereof, at least seven (7) Calendar Days before the effective date of such
suspension or termination. In the event of an emergency, advance notice shall not be required under this
provision.
27.4 Termination of Agreement by DB. DB may terminate the Agreement upon ten (10) days written notice to
City, whenever either of the following occur:
27.4.1 Project Suspension. If the Project has been suspended under the provisions of Section 27.1 or 27.3, for
more than ninety (90) consecutive days through no fault or negligence of DB, and notice to resume
Work or to terminate the Agreement has not been received from City within this time period; or,
27.4.2 Failure to Pay Amounts Due and Not in Dispute. If City fails to pay DB any monies due and not in
dispute in accordance with the terms of this Agreement within ninety (90) Calendar Days, plus the ten
(10) Calendar Days afforded the City to remedy the failure, after presentation to City by D/B of a
request therefore.
27.5 DB Action Required. Upon receipt of the Notice of Termination, DB shall take any and all action that may
be necessary, or that the City Manager may direct, for the protection and preservation of the property related to
this Agreement that is in the possession of DB and in which City has or may acquire an interest.
27.6 Possession, Ownershia, and Control of Documents. In the event that this Agreement is terminated in
accordance with Sections 27.2 through 27.4, all fmished or unfmished documents, data, studies, drawings,
maps, plans, specifications, reports and other materials prepared by D/B, or any of its agents, Design
Consultants or Subcontractors, shall, at the option of the City, become the sole and exclusive property of the
City.
27.7 City Right to Complete Protect. In the event that the Agreement is terminated pursuant to this Article
XXVII, City may take possession of the Project and may complete the Project by whatever method or means
City may select.
27.7.1 Excess Costs. In the event that the costs to complete the Project exceed the balance of funds, which
had the Project been completed in accordance with this Agreement would have been due, the D/B shall
be liable for and pay such excess costs to the City.
27.8 Payment to DB Due to Termination. Upon termination, DB shall be entitled to receive just and equitable
compensation for satisfactory Work completed. In no event shall such amount exceed the total dollar amount
authorized by City, reduced by the amount of payments previously made and any deductions permitted herein.
The fair and reasonable amount shall be determined in good faith by Director of Public Works considering the
following:
27.8.1 The price for completed services accepted, including any retention, by City not previously paid.
27.8.2 The costs incurred in the performance of the Project terminated, including initial costs and preparatory
expense allocable thereto. These costs are only for Work completed and accepted by the City based on
an audit of all Contractors' bills of materials and the timecards for Work actually performed.
27.8.3 A portion of the DB Fixed Fee (overhead and profit) based on the percentage of Work completed on
the Project; however, if DB would have sustained a loss on the entire Agreement had it been
completed, City shall allow no profit under this section and shall reduce the amount payable to reflect
the indicated rate of loss.
27.8.4 DB and Design Subcontractor services through the date of termination based on actual time spent as
documented on timecards. Expenses shall be paid based on invoice and receipts provided by DB.
27.8.5 Any amounts for Work or Services agreed to by the City Manager and DB, but without duplication of
any amounts agreed to above.
4-~3~1
27.8.6 Reasonable demobilization costs, to the effective date of such termination.
27.8.7 If termination occurs during Phase I, II, or III, DB shall only be entitled to the Fees for Phases I, II, or
III, associated therewith, or the respective portion thereof.
27.9 Lost Profits. Under no circumstances will DB be entitled to any consideration for lost profit or lost
opportunity costs.
27.lODeductions. The amount due DB shall be reduced by amounts including the following:
27.10.1 Any claim that City has against D/B under this Agreement.
27.10.2 The agreed price for, or the proceeds of sale of, materials, supplies, or other things acquired by DB or
sold under the provisions of this clause and not recovered by or credited to City.
27.10.3 Damages caused by DB's breach, including Excess Costs pursuant to Section 27.7.1.
27.10.4 Property Destroyed, Lost, Stolen or Damaged. Except to the extent that City expressly assumed the
risk of loss, the City Manager shall exclude from the amounts payable to D/B, the fair value, as
determined by the City Manager, of property that is destroyed, lost, stolen, or damaged so as to
become undeliverable to City.
27.11Disuutes. If DB does not agree with the determination of the Director of Public Works, DB shall promptly,
but in no event later than 30 calendar days after the event(s) giving rise to the Claim, receipt of notice of such
determination, or payment therefore, whichever is earlier, shall deliver the Claim to the City. The dispute shall
be resolved in the manner provide for below:
27.11.1 Claim. DB shall submit a Claim to City if a dispute occurs that arises from or relates to the Contract.
The Claim shall be in writing and identify all relief to which DB asserts it is entitled as a result of the
event(s) giving rise to the dispute. DB shall substantiate all Claims, and shall process all Claims in
accordance with this Section 27.11. All Claims are subject to the City's right to audit pursuant to
Section 28.2. D/B shall continue to perform the Services and the Work and maintain the Project
Schedule during any dispute proceedings and City shall continue to make payments for undisputed
Services and Work.
27.11.2 Determination of Claim. Within 30 days of receipt of a Claim, City will deliver a Final Determination
to DB. City shall not consider and will return to DB any written demand that does not conform to the
requirements of Section 27.11.
27.11.3 Administrative Appeal. If DB disagrees with a Final Determination, the Parties shall proceed as
follows:
27.11.3.1 DB shall submit a written appeal to City within 30 days of receipt of the Final
Determination, which shall include the justification for the appeal.
27.11.3.2 Within 15 days of receipt of D/B's appeal, City will schedule a Settlement
Meeting/Administrative Hearing. DB will have an opportunity to present the Claim to the
Dispute Resolution Board [DRB] consisting of senior management at City. If a settlement
agreement cannot be reached, the DRB will make a written determination on the issues
presented.
27.11.3.3 The DRB shall make a written determination within 30 days after the Settlement
Meeting/Administrative hearing. The DRB's determination shall be final and binding on DB
unless D/B submits to City a written objection within 30 days after receipt of DRB's
determination. DB's failure to submit an objection within that 30 day period shall constitute
a waiver of DB's right to pursue the Claim. If DB submits a timely objection, the Parties
shall proceed in accordance with
27.11.4 Failure to Prosecute Claim and Waiver. DB's failure to process a Claim in accordance with this
Section shall constitute a waiver any and all claims for damages, compensation, or relief arising under
this Agreement for any and all Work and Services associated with the dispute. With respect to an
event of termination, failure of D/B to dispute amounts paid in the manner and within the timeframe
provided in this Section 27.11 shall act as a waiver of any and all claims for damages or compensation
4 ~8
arising under this Agreement for any and all Work and Services performed under this Agreement up to
the effective date of Notice of Termination. DB hereby expressly acknowledges and agrees that all
such claims under this Section shall be waived as herein provided.
27.12Rights of City Preserved. In the event that the Agreement has been terminated, the termination shall not
affect any rights or remedies of City against DB then existing or which may thereafter accrue. Any retention
or payment of moneys due D/B by City will not release DB from liability. It is agreed that termination
hereafter will not in any way release, waiver, or abridge any rights the City has against D/B's performance
bond surety.
ARTICLE XVIII. RECORDS AND AUDITS
28.1 Record Svstem - Reimburseable Costs. DB shall develop and maintain an accurate system for tracking all
Reimbursable Costs. Utilizing this system, DB shall include with each month payment application an
itemization of all such Reimbursable Costs actually incurred by DB, during the previous month. If requested
by the City, DB shall provide all backup documentation supporting such Reimbursable Costs.
28.2 Record Svstem -Hard Construction Costs. DB shall develop and maintain an accurate system for tracking
all Hard Construction Costs it incurs on the Project. Utilizing this system, DB shall include with each
monthly application for payment an itemization of all Hard Construction Costs actually incurred by DB during
the previous month.
28.3 Retention of Records. DB, contractors, and subcontractors shall maintain data and records related to this
Agreement for a period of not less than three (3) years following receipt of final payment under this Agreement
or three (3) years following final settlement associated with the termination of this Agreement pursuant to
Article XXVII, above.
28.4 Audit of Records. At any time during normal business hours, during the term of the contract plus and record
retention period and as often as the City deems necessary, D/B and any or all Contractors or subcontractors
shall make available to the City for examination at reasonable locations within the City/County of San Diego
all of the data and records with respect to all matters covered by this Agreement. DB and all contractors or
subcontractors will permit the City to make audits of all invoices, materials, payrolls, records of personnel, and
other data and media relating to all matters covered by this Agreement. If records are not made available within
the City/County of San Diego, then DB shall pay all the City's travel related costs to audit the records
associated with this Agreement at the location where the records are maintained. Such costs will not be
Reimbursable Costs.
28.2.1 Costs. D/B and DB's agents shall allow City to audit and examine books, records, documents, and any
and all evidence and accounting procedures and practices that City determines are necessary to
discover and verify all costs of whatever nature, which are claimed to have been incurred, anticipated
to be incurred, or for which a claim for additional compensation or for Extra Work have been
submitted under this Agreement.
ARTICLE XXIX. NOTICES
29.1 Writing. Any demand upon or notice required or permitted to be given by one Party to the other Party shall be
in writing.
29.2 Effective Date. Except in relation to Change Orders as provided for in Article 13 or as otherwise provided by
law, any demand upon or notice required or permitted to be given by one Party to the other Party shall be
effective: (i) on personal delivery, (ii) on the second business day after mailing by certified or registered U.S.
Mail, return receipt requested, (iii) on the succeeding business day after mailing by Express Mail or after
deposit with a private delivery service of general use (e.g., Federal Express) postage or fee prepaid as
appropriate, or (iv) upon successful transmission of facsimile.
29.3 Reciaients. Except in relation to Change Orders, all demands or notices required or permitted to be given
shall be sent to all of the following:
29.3.1 Justin Hammond, Sullivan Solar Power
4 X349
29.3.2 City of Chula Vista -Gordon Day
29.3.3 (Reserved)
29.4 Recipients of Change Orders.
29.4.1 Justin Hammond, Sullivan Solar Power
29.4.2
29.4.3
29.5 Change of Address(es). Notice of change of address shall be given in the manner set forth in this Article.
ARTICLE XXX. MISCELLANEOUS PROVISIONS
30.1 Headings. All article headings are for convenience only and shall not affect the interpretation of this
Agreement.
30.2 Gender & Number. Whenever the context requires, the use herein of (i) the neuter gender includes the
masculine and the feminine genders and (ii) the singular number includes the plural number.
30.3 Reference to Paragraphs. Each reference in this Agreement to a section refers, unless otherwise stated, to a
section in this Agreement.
30.4 Incorporation of Recitals. All recitals herein are incorporated into this Agreement and are made a part
hereof.
30.5 Covenants and Conditions. All provisions of this Agreement expressed as either covenants or conditions on
the part of the City or the Consultant, shall be deemed to be both covenants and conditions.
30.6 Integration. This Agreement and the Exhibits and references incorporated into this Agreement fully express
all understandings of the Parties concerning the matters covered in this Agreement. No change, alteration, or
modification of the terms or conditions of this Agreement, and no verbal understanding of the Parties, their
officers, agents, or employees shall be valid unless made in the form of a written change agreed to in writing
by both Parties or an amendment to this Agreement agreed to by both Parties. All prior negotiations and
agreements are merged into this Agreement.
30.7 Severability. The unenforceability, invalidity, or illegality of any provision of this Agreement shall not
render any a other provision of this Agreement unenforceable, invalid, or illegal.
30.8 Drafting Ambiguities. T'he Parties agree that they are aware that they have the right to be advised by
counsel with respect to the negotiations, terms and conditions of this Agreement, and the decision of whether
or not to seek advice of counsel with respect to this Agreement is a decision, which is the sole responsibility
of each Party. This Agreement shall not be construed in favor of or against either Party by reason of the
extent to which each Party participated in the drafting of the Agreement.
30.9 Conflicts Between Terms. If an apparent conflict or inconsistency exists between the main body of this
Agreement and the Exhibits, the main body of this Agreement shall control If a conflict exists between an
applicable federal, state, or local law, rule, regulation, order, or code and this Agreement, the law, rule,
regulation, order, or code shall control. Varying degrees of stringency among the main body of this
Agreement, the Exhibits, and laws, rules, regulations, orders, or codes are not deemed conflicts, and the most
stringent requirement shall control. Each Party shall notify the other immediately upon the identification of
any apparent conflict or inconsistency concerning this Agreement.
30.10 Prompt Performance. Time is of the essence of each covenant and condition set forth in this Agreement.
30.11 Good Faith Performance. The parties shall cooperate with each other in good faith, and assist each other in
the performance of the provisions of this Agreement.
4~4~0
30.12 Further Assurances. City and DB each agree to execute and deliver such additional documents as may be
required to effectuate the purposes of this Agreement.
30.13 Exhibits. Each of the following Exhibits is attached hereto and incorporated herein by this reference:
Exhibit A - List of sites and proposed schedule of values
Exhibit B - Contract Terms and Requirements as specified in the RFP. All (CREBs Special Terms
and Conditions).
30.14 Compliance with Controlling Law. The Design Build Team (DBT) shall comply with all laws, ordinances,
regulations, and policies of the federal, state, and local governments applicable to this Agreement, including
California Labor Code section 1720 as amended in 2000 relating to the payment of prevailing wages during
the design and preconstruction phases of a project, including inspection and land surveying work. In addition,
the Consultant shall comply immediately with all directives issued by the City or its authorized
representatives under authority of any laws, statutes, ordinances, rules, or regulations. The laws of the State of
California shall govern and control the terms and conditions of this Agreement.
30.15 Jurisdiction, Venue, and Attorney Fees. The venue for any suit or proceeding concerning this Agreement,
the interpretation or application of any of its terms, or any related disputes shall be in the County of San
Diego, State of California. The prevailing Party in any such suit or proceeding shall be entitled to a
reasonable award of attorney fees in addition to any other award made in such suit or proceeding.
30.16 Municipal Powers. Nothing contained in this Agreement shall be construed as a limitation upon the powers
of the City as a chartered city of the State of California.
30.17 Administrative Claims Requirements and Procedures. No suit or arbitration shall be brought arising out
of this agreement, against the City unless a claim has first been presented in writing and filed with the City
and acted upon by the City in accordance with the procedures set forth in Chapter 1.34 of the Chula Vista
Municipal Code, as same may from time to time be amended, the provisions of which are incorporated by this
reference as if fully set forth herein, and such policies and procedures used by the City in the implementation
of same. Upon request by City, Consultant shall meet and confer in good faith with City for the purpose of
resolving any dispute over the terms of this Agreement.
30.18 Third Party Relationships. Nothing in this Agreement shall create a contractual relationship between City
and any third party; however, the Parties understand and agree that City, to the extent permitted by law, is an
intended third party beneficiary of all DB's contracts, purchase orders and other contracts between DB and
third party services. DB shall incorporate this provision into its contracts, supply agreements and purchase
orders.
30.19 Non-Assignment. The DB shall not assign the obligations under this Agreement, whether by express
assignment or by sale of the company, nor any monies due or to become due, without the City's prior written
approval. Any assignment in violation of this paragraph shall constitute a default and is grounds for
immediate termination of this Agreement, at the sole discretion of the City. In no event shall any putative
assignment create a contractual relationship between the City and any putative assignee.
30.20 Successors in Interest. This Agreement and all rights and obligations created by this Agreement shall be in
force and effect whether or not any Parties to the Agreement have been succeeded by another entity, and all
rights and obligations created by this Agreement shall be vested and binding on any Party's successor in
interest.
30.21 Independent Contractors. The D/B, any consultants, contractors, subcontractors, and any other individuals
employed by the DB shall be independent contractors and not agents of the City. Any provisions of this
Agreement that may appear to give the City any right to direct the D/B concerning the details of performing
the Services under this Agreement, or to exercise any control over such performance, shall mean only that the
DB shall follow the direction of the City concerning the end results of the performance.
30.22 Approval. Where the consent or approval of a party is required or necessary under this Agreement, the
consent or approval shall not be unreasonably withheld.
4 ~1
30.23 No Waiver. No failure of either the City or the Consultant to insist upon the strict performance by the other
of any covenant, term or condition of this Agreement, nor any failure to exercise any right or remedy
consequent upon a breach of any covenant, term, or condition of this Agreement, shall constitute a waiver of
any such breach of such covenant, term or condition. No waiver of any breach shall affect or alter this
Agreement, and each and every covenant, condition, and term hereof shall continue in full force and effect to
any existing or subsequent breach.
30.24 Signing Authority. The representative for each Party signing on behalf of a corporation,
partnership, joint venture or governmental entity hereby declares that authority has been obtained to sign on
behalf of the corporation, partnership, joint venture, or entity and agrees to hold the other Party or Parties
hereto harmless if it is later determined that such authority does not exist.
IN WITNESS WHEREOF, this Agreement the City of Chula Vista and Sullivan Solar Power of California Inc.have
executed this Agreement thereby indicating that they have read and understood same, and indicate their full and
complete consent to its terms.
This Agreement is dated , 2012 and this date shall constitute the effective date of this
Agreement.
CITY OF CHULA VISTA, A Municipal Corporation
By:
CHERYL COX, Mayor
Attest:
DONNA NORRIS, City Clerk
Dated 2012
Sullivan Solar Power of California Inc.
By:
DANIEL SULLIVAN, President
Approved as to form and legality:
By:
GLEN GOOGINS, City Attorney
4 3~2
EXHIBIT A
~f-y3
38
Su//ivan So/arPower
Leading the Solar Energy Revolution
8949 Kenamar Drive Suite 101 San Diego, CA 92121, C-10 839077, (858) 271-7758 .
February 2, 2012
To Whom It May Concern,
Sullivan Solar Power is offering multiple conceptual design options for this project. The
schedule below shows pricing for only one of our design options at each site. If selected
for this project Sullivan Solar Power will collaborate with the City to develop our final
system designs and pricing.
Location Price
~$~
Public Works Yard 2,830,500
Loma Verde 290,550
Civic Center 775,500
Rohr Park 286,550
Montevalle Rec Center 319,350
Salt Creek Rec Center 225,500
y-yy
ID Task Name Duration Start Finish ~ Dec 25 '11 Jan 29 '12 ~ Mar 4 '12 A r 8 '12 Ma 13 '12 Jun 17 '12 ~ Jul 22 '12 Au 26 '12 Se 30 '12 Nov 4 '12 Dec 9 '12 Jan 1
T W T F S S M T W T F S 5 M T W T F S S M T W T F 5 S ~'~
1 Chula Vista Municipal Sol ar Project -Phase II 230 days Thu 2/2/12 Mon 12/31/12
2 RFP Due Date 1 day Thu 2/2/12 Thu 2/2/12
3 Contractor Interviews 1 day Mon 2/13/12 Mon 2/13/12
4 Notice Proceed 1 day Mon 2/20/12 Mon 2/20/12
5 Rohr Park 81 days Tue 2/21/12 Wed 6/13/12 -
2a Salt Creek 80 days Tue 3/20/12 Wed 7/11/12
43 Loma Verde 83 days Tue 4/17/12 Mon 8/13/12
63 Montevalle 83 days Tue 5/15/12 Tue 9/11/12
_.
83 Civic Center 96 days Wed 6/13/12 fri 10/26/12
103 Public Works 117 days Thu 7/12/12 Mon 12/31/12
Project: Chula Vista Municipal Sol
Date: Thu 2/2/12 Task
Split
Milestone
Summary ® Project Summary
~~,,,,,,,,,~~„~~,,,,~~~~ External Tasks
• External Milestone
~~ Inactive Task Inactive Milestone
Inactive Summary
• Manual Task
Duration-only ~ Manual Summary Rollup Deadline i
~ v Manual Summary ~~ Progress
® Start-only C
°-°°a Finish-only 7
Page 1
L~ __ C/j
ID
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
2a
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
Name
Chula Vista Municipal Solar Project -Phase II
RFP Due Date
Contractorlnterviews
Notice Proceed
Rohr Park
Design Phase
Secure City Permit
Equipment Procurement
__
Materials
Deliver Support Steel
Deliver Modules
Deliver Inverter and BOS
Construction Phase
Install Parking Canopies
Install Arrays
Install DC Circuitry
Install Inverter and AC Circuitry
Install Monitoring
Project Closeout
Testing
Final Inspection
___._...
Punch List
Commissioning, Training, As-Builts
___ _ _
salt Creek
____-_ -_
Design Phase
----_ _ _ _
Secure City Permit
Equipment Procurement
____
Materials
Deliver Racking
Deliver Inverter and BOS
__
Deliver Modules
Construction Phase
---_
Install Racking
Install Modules
____
Install DC Circuitry
__
Install Inverter and AC Circuitry
Install Monitoring
__- --_
Project Closeout
.Testing _ _
Final inspection
Punch List
Project: Chula Vista Municipal Sol
Date: Thu 2/2/12
Task
Split
Milestone
Summary
Duration ~ Start ~ Finish
230 days Thu 2/2/12 Mon 12/31/121
1 day Thu 2/2/12 Thu 2/2/12
1 day Mon 2/13/12 Mon 2/13/12
1 day Mon 2/20/12 Mon 2/20/12
si days Tue z/zi/12 wed s/13/iz
__ __
20 days Tue 2/21/12. Mon 3/19/12
24 days Tue 3/20/12 Frio/20/12
30 days Tue 3/20/12. Mon 4/30/12
3 days Tue 5/1/12 Thu 5/3/12
1 day Tue 5/1/12 Tue 5/1/12
1 day Wed 5/2/12. Wed 5/2/12
--
1day Thu 5/3/12 Thu 5/3/12
zz days wea s/z/ii Fri a/1/iz
14 days Wed 5/2/12 Mon 5/21/12
8 days FriS/11/12 Tue S/22/12
__ ___
8 days Thu 5/17/12 Tue 5/29/12
3 days Wed 5/30/12 Fri 6/1/12
_ _ __
1 day Fri 6/1/12, Fri 6/1/12
8 days Mon 6/4/121 Wed 6/13/12,
1 day Mon 6/4/12 Mon 6/4/12',
3 days. Tue 6/5/12 Thu 6/7/12.
3 days Fri 6/8/12 Tue 6/12/12.
1 day Wed 6/13/12 Wed 6/13/12
80 days Tue 3/20/12 Wed 7/11/12
20 days Tue 3/20/12. Mon 4/16/12
24 days Tue 4/17/12, FriS/18/12
30 days Tue 4/17/12', Tue 5/29/12
3 days Wed 5/30/12. Fri 6/1/12
1 day Wed 5/30/12 Wed 5/30/12
1 day Thu 5/31/12. Thu 5/31/12
_.. _..
1 day Fri 6/1/12. Fri 6/1/12
21 days Thu 5/31/1Y Thu 6/28/12
10 days Thu 5/31/12. Wed 6/13/12
6 days Mon 6/11/12 Mon 6/18/12
_ - - -
6days. Fri 6/15/12 Fri 6/22/12
3 days Mon 6/25/12' Wed 6/27/12
1 day Thu 6/28/12, Thu 6/28/12
8 days Fri 6/29/12 _ Wed 7/11/12
l day Fri 6/29/12 Fri 6/29/12
3 days Mon 7/2/17_ Thu 7/5/12
3 days Fri 7/6/12 Tue 7/10/11
Project Summary
,,,,~„~~~~~~~~~~~~~~„~~ External Tasks
'll
17
Inactive Milestone
Inactive Summary
• External Milestone •
Manual Summary Rollup
~ Manual Summary
Deadline
~~ Progress
i
Manual Task ® Start-only C
~1 Inactive Task Duration-only
Page 1
Finish-only 7
-( `7b
ID Task Name , Duration ~ Start ~ Finish
T
F
42 I Commissioning, Training, As-Builts 1 day Wed 7/11/12 Wed 7/11/12 ~
43 Loma Verde 83 days Tue 4/17/12 Mon 8/13/12
44 Design Phase 20 days Tue 4/17/12 Mon 5/14/12
45 Secure City Permit 24 days Tue 5/15/12'. _ Mon 6/18/12
46 Equipment Procurement 30 days Tue 5/15/12. Tue 6/26/12 -
47 Materials 3 days Wed 6/27/12' Fri 6/29/12
48 Deliver Racking and Support Steel
- -_ 1 day Wed 6/27/12 Wed 6/27/12
49 Deliver Modules
_ 1 day
-- Thu 6/28/12 Thu 6/28/12
50 Deliver Inverter and BOS 1 day Fri 6/29/12 Fri 6/29/12
51 Construction Phase 24 days Thu 6/28/12 Wed 8/1/12
52 Install Parking Canopies 10 days Thu 6/28/17 Thu 7/12/12
53 Install Roof-Mounted Racking 10 days Thu 6/28/12. Thu 7/12/12
54 Install Modules 8 days Mon 7/9/12 Wed 7/18/12
55 Install DC Circuitry 8 days Tue 7/17/12 Thu 7/26/12
56 Install Inverter and AC Circuitry 3 days. Fri 7/27/12 Tue 7/31/12
57 Install Monitoring 1 day Wed 8/1/12 Wed 8/1/12
58 Project Closeout 8 days.. Thu 8/2/12 Mon 8/13/12
59 Testing 1 day Thu 8/2/12' Thu 8/2/12
60 Final Inspection 3 days Fri 8/3/12 Tue 8/7/12
61 Punch List 3 days Wed 8/8/12 Fri 8/10/12
62 Commissioning, Training, As-Builts 1 day: Mon 8/13/12. Mon 8/13/12
63 Montevalle 83 days Tue 5/15/12, Tue 9/11/12
__
64 Design Phase 20 days Tue 5/15/12 Tue 6/12/12
65 Secure City Permit 24 days Wed 6/13/12 Tue 7/17/12
66 Equipment Procurement 30 days Wed 6/13/12, Wed 7/25/12
67 Materials 3 days Thu 7/26/12, Mon 7/30/12
68 Deliver Racking and Support Steel 1 day
__ Thu 7/26/12
_ Thu 7/26/12
69 Deliver Modules
_ 1 day
_ Fri 7/27/12'
, Fri 7/27/12
_ __
70 Deliver Inverter and BOS 1 day Mon 7/30/12 Mon 7/30/12
71 Construction Phase 24 days Fri 7/27/12, Wed 8/29/12
72 Install Parking Canopies 10 days Fri 7/27/12 __ Thu 8/9/12
73 Install Roof-Mounted Racking 10 days. Fri 7/27/12
__ Thu 8/9/12
74 Install Modules _ _ _ 8 days Mon 8/6/12.. Wed 8/15/12
75 Install DC Circuitry _
8 days Tue 8/14/12
_. .Thu 8/23/12
76 Install Inverter and AC Circuitry 3 days Fri 8/24/12' Tue 8/28/12
77 Install Monitoring 1 day Wed 8/29/12 Wed 8/29/12
78 Project Closeout 8 days_ Thu 8/30/12 Tue 9/11/12
79 Testing 1 day Thu 8/30/12: Thu 8/30/12
80 Final Inspection 3 days. Fri 8/31/12 Wed 9/5/12
81 Punch List 3 days Thu 9/6/12
-- Mon 9/10/12
82 Commissioning, Training, As-Builts 1 day Tue 9/11/12. Tue 9/11/12 l
Project: Chula Vista Municipal Sol
Date: Thu 2/2/12 Task
Split
Milestone ® Project Summary Inactive Milestone - Manual Summary Rollup Deadline i
~,~,~~~~~~~~~~„~~„~~~~~ External Tasks Inactive Summary ~ Manual Summary ~~ Progress
• External Milestone ® Manual Task ® Start-only C
Summary
~~ Inactive Task Duration-only
,~~~- = Finish-only
Page 2
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ID Task Name Duration ~ Start Finish Dec 25 'll Jan 29 '12 Mar 4 '12 A r 8 '12 Ma 13 '12 Jun 17 '12 Jul 22 '12 Au 26 '12 Se 30 '12 Nov 4 '12 i Dec 9 '12 Jan 1
I T W T F S S M T W T F 5 S M T W T F 5 S M T W T F S S'
83 Civic Center 96 days Wed 6/13/12 Fri 10/26/12
84 Design Phase 20 days Wed 6/13/12 Wed 7/11/12
85 Secure City Permit 24 days Thu 7/12/12 Tue 8/14/1
86 Equipment Procurement 30 days Thu 7/12/12 Wed 8/22/12
87 Materials _ _ 3 days Thu 8/23/12 Mon 8/27/12 -
88 Deliver Racking and Support Steel 1 day Thu 8/23/12 Thu 8/23/12
89 Deliver Modules 1 day Fri 8/24/12 Fri 8/24/12
_____ _ -
90 Deliver Inverter and BOS 1 day Mon 8/27/12 Mon 8/27/12
91 Construction Phase 37 days Frig/24/12 Tue 10/16/1
92 Install Parking Canopies 30 days Fri 8/24/12 Fri 10/5/12
93 Install Roof-Mounted Racking 30 days Fri 8/24/12. Fri 10/5/12
94 Install Modules 24 days Tue 9/4/12 Fri 10/5/12
--
95 Install DC Circuitry 20 days Wed 9/12/12 Tue 10/9/1
96 Install Inverter and AC Circuitry 4 days Wed 10/10/12 Mon 10/15/12
97 Install Monitoring 1 day Tue 10/16/12 Tue 10/16/1
98 Project Closeout 8 days Wed 10/17/12 Fri 10/26/12
99 Testing 1 day. Wed 10/17/12. Wed 10/17/12
100 Mon 10/22/12
Final Inspection 3 days Thu 10/18/12
101 _
Punch List 3 days Tue 10/23/12 Thu 10/25/12
102 Commissioning, Training, As-Builts 1 day Fri 10/26/12. Fri 10/26/12 ~
103 public Works 117 days, Thu 7/12/12 Mon 12/31/12
104 Design Phase 24 days Thu 7/12/12 Tue 8/14/1
105 Secure City Permit 24 days Wed 8/15/12 Tue 9/18/12
__
106 Equipment Procurement 30 days Wed 8/15/17 Wed 9/26/12
107 Materials 3 days Thu 9/27/12 Mon 10/1/12
-_
108 Thu 9/27/12
Deliver Support Steel 1 day Thu 9/27/12
109 _
Deliver Modules 1 day Fri 9/28/12 Fri 9/28/12
110 Deliver Inverter and BOS 1 day Mon 10/1/12 Mon 10/1/12
__
111 Construction Phase 57 days Fri 9/28/12 Thu 12/20/12
112 Install Parking Canopies 40 days Fri 9/28/12 Tue 11/27/12
113 Install Arrays 40 days Tue 10/9/12' Thu 12/6/12
114 Install DC Circuitry 40 days Mon 10/15/12 Wed 12/12/12
--__-
115 Install Inverters and AC Circuitry 6 days. Thu 12/13/12. Thu 12/20/12
116 Install Monitoring 1 day Mon 12/17/12 Mon 12/17/12
117 Project Closeout 8 days. Tue 12/18/12 Mon 12/31/12
118 Testing 1 day Tue 12/18/12, Tue 12/18/12
119 Final Inspection 3 days Wed 12/19/12 .Fri 12/21/12
___ -_ ___
120 Punch List 3 days Wed 12/26/12 Fri 12/28/12
_.
- ___
- _-_ __
121 Commissioning, Training, As-Builts 1 day Mon 12/31/12 Mon 12/31/12
Project: Chula Vista Municipal Sol
Date: Thu 2/2/12 Task ® Project Summary Inactive Milestone - Manual Summary Rollup Deadline i
Split ~~~~~~~~~~~~.~~.,,~~~~~~~ External Tasks Inactive Summary ~ ~ Manual Summary ~~ Progress
Milestone • External Milestone ® Manual Task ® Start-only C
Summary ~~~ Inactive Task Duration-only = ='~: Finish-only 7
Page 3
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City of Chula Vista Disclosure Statement
Pursuant to Council Policy 101-01, prior to any action upon matters that will require discretionary action
by the Cowtcil, Planning Commission and all other official bodies of the City, a statement of disclosure of
certain ownership or financial interests, payments or campaign contributions for a City of Chula Vista
election must be filed. The following information must be disclosed:
1. List the names of all persons having a financial interest in the property that is the subject of the
a~~p^^plication or the conptract, e.g., owner, applicant, contractor, subcontractor, material supplier.
~ r~~~wdL ~c~GYJ~a~~Vccy~[~} ~hd,
2. If any person* identified pursuant to (t) above is a corporation or partnership, list the names of all
individuals with a S2000 investment in the business (corporation /partnership) entity.
/~F1iv~~G ~G.r'c'ly,K}r/
3. If any person* identified pursuant to (1) above is anon-profit organization or trust, list the names
of any person serving as director of the non-proft organization or as trustee or beneficiary or
trustor of the trust. ~~
4. Please identify every person, including any agents, employees, consultants, or independent
contractors you have assigned to represent you before the City in this matter.
~T~s~rn Barnintno~
l'h r~s Cr/~~c:~
5. Has any person* associated with this contract had any financial dealings with an official** of the
City of Chula Vista as it relates to this contract with the past l2 months? Yes No _~
`"f- 5D
City of Chula Vista Disclosure Statement
If yes, briei'ly describe the nature of the financial interest the official** may have in this contract.
6. Have you made a conh'ibution of more than $250 wiTlvn the past twelve (12) months to a current
member of the Chula Vista City Council? No ~~ Yes If yes, which Council member?
7. Have you provided more than $340 (or an item of equivalent value) to an official** of the City of
Chula Vista in the past twelve (12) months? (This includes being a source of income, money to
retire a legal debt, gift, loan, etc.) Yes No
If Yes, which official** and what was the nature of item provided?
Date: y~2j~ ~ 2-
Signature of Contractor/Applicant
iV/7v.
Print or type name of ContractorlApplicant
* Person is defined as: any individual, firm, co-partnership, joint venture, association, social club,
fraternal organization, corporation, estate, trust, receiver syndicate, any other county, city
municipality, district, or other political subdivision, - or any other group of combination acting as a
unit.
** Otticial includes, but is not limited to: Mayor, Council member, Planning Commissioner, Member of
a board, commission, or committee of the City, employee, or staff members.
7 _ ~~
EXHIBIT B
~_c2
39
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REQUEST FOR PROPOSAL (RFP)
TO PROVIDE
DESIGN BUILD SERVICES FOR
THE DESIGN AND CONSTRUCTION OF
THE MUNICIPAL SOLAR PROJECT PHASE II
IN THE CITY OF CHULA VISTA, CA
RFP ISSUED:
November 7, ZO1 ]
SUBMITTALSARE DUE BY:
November 29.2011
City of Chula V ista
Public Works Department
Engineering Division
276 Fourth Avenue Building 200
Chula Vista, CA 91910
L/,G%~
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TABLE OF CONTENTS
I. INTRODUCTION ..............
II SCOPE OF SERVICES ............................
A. Project Control (All Phases) ................
B. Design Phase Services .........................
C. Construction Phase Services ................
D. Operations and Startup Phase Services
1
III DESIGN BUILDER SELECTION PROCESS ....................................................6
IV REQUEST FOR PROPOSALS SCHEDULE .....................................................7
V PUBLIC DISCLOSURE ..............................................................................7
VI SUBMITTAL REQUIREMENTS ..................................................................7
VII CONTRACT TERMS AND CONDITIONS ....................................................9
ATTACHMENT A -ELECTRICAL SAFETY & TRAINING SPECIFICATIONS
ATTACHMENT B -POTENTIAL SITES' INFORMATION
ATTACHMENT C - SDG&E NET-METERING INTERCONNECTION AGREEMENT
ATTACHMENT D -SAMPLE DESIGN BUILD AGREEMENT
~f--~N
THE FOLLOWING REQUEST FOR PROPOSAL (RFP} PERTARJS TO THE DESIGN, CONSTRUCTION AND
INSTALLATION OF MULTIPLE SOLAR/PHOTOVOLTAICGENERATlON SYSTEMS PHASE II A7 SELECTED
CITY OF CHULA VISTA FACILITIES. FIRMS WITH DESIGN BUILD EXPERIENCE ARE BEING SOLICITED
TO PRESENT PROPOSALS FOR REVIEW. BASED UPON THE SUBMITTED INFORMATION, QUALIFIED
CANDIDATES MAYBE INTERVIEWED AND PRESENTATIONS WILL BE GRADED AS OUTLINED IN THE
SCOPE OF WORK SECTION OF THIS DOCUMENT.
I. INTRODUCTION
The City of Chula Vista is circulating this RFP to select firms qualified to provide design build
services to the City with; value engineering, design, programming, system design services,
construction and construction management for the design and installation of Phase II Photovoltaic
Generation Systems in the City of Chula V ista.
All DBT members shall be licensed and registered with the State of California, as required. This RFP
document describes the typical elements of a project, the required scope of services, the selection
process, and the minimum information that must be included in the proposal submittal.
This RFP is intended to allow for the following scenarios
DBT will combine work efforts with the Citys current management team that has previously
prepared the planning and/or conceptual documents .
DBT, created by the DB, prepazes all planning and/or conceptual documents.
DBT, created by the DB, uses previously prepazed planning and/or conceptual documents.
All scenarios will result in continuing with design development, community out-reaches,
construction document prepazation and construction of the project.
This RFP does not commit the City to awazd a contract, to pay any costs incurred in the prepazation
of submittals to this request, or to procure or contract for services or supplies. The City reserves the
right to accept or reject any or all submittals received as a result of this request, to negotiate with any
qualified source, or to cancel in part or entirely the RFP.. The project may be limited to one or
include all of the indicated sites due to availability of funds. This agreement allows for an extension
of services based upon the Guazanteed Maximum Pricing (GMAX), for the inclusion of future
Phases under this RFP.
II SCOPE OF WORK
~-~5~
The City of Chula Vista (City), the 2nd largest municipality in San Diego County, has been a regional
and national leader in climate protection policies and programs focused on reducing greenhouse gas
emissions fiom municipal operations and the broader community. A cornerstone of the City's
climate protection efforts have been energy efficiency retrofit projects at existing municipal facilities
as well as the design and consu•uction of new City buildings which exceed California energy
efficiency standards (Title-24) by at least 20%. To complement these efficiency accomplishments,
the City established a goal to provide at least 20% of municipal enemy demand with renewable
energy generation. To date, approximately 545 kW of renewable energy systems have been installed
on municipal buildings. Chula Vista now seeks to greatly expand its renewable energy portfolio with
the second phase of multiple solar photovoltaic (PV) energy systems on its properties.
The City of Chula Vista is circulating this Request for Proposals (RFP) for the turnkey design,
engineering, materials, delivery, installation and commissioning of solar photovoltaic systems at
municipal facilities and properties:
Phase B sites and their proposed sizes (based on CSI system calculations):
Public Works - 639 1cW Carport Suvcture, Roof
Rohr Park - 49 kW "
Loma Verde - 67 kW "
Salt Creek - 49 kW "
Montevalle - 67 kW "
Civic Center - 212 1<W "
Each proposal shall include at least three options to achieve the City's primary objectives;
1) Reducing the City's carbon footprint by maximizing the cost effective h•ansition to fossil free
renewable energy, and
2) Reducing the City's general fund energy costs as soon as possible (the Proposals shall rank
their recommendations), and
3) A simple payback period of less than 10 years.
All proposal options should maximize the renewable energy generation potential during peak
demand hom~s. Design/Build Teams (DBT) for all projects shall include an Energy Engineer and a
Contractor possessing atleast a B or C-10 California Contractors License. All elecuica] work on the
project executed by a B Contractor shall be done by C-!0 State-certified electricians. All
contractors shall abide by the attached Electrical Safety and Training Specifications in
(ATTACHA~IRNT A).
All DBT members shall be licensed/registered with the State of California and shall demonstrate 5
years experience. All RFP responses should include DBT resumes, references and examples of
previous installations. This RFP describes all the elements of the project, the required scope of
services, the design/build consultant selection process and the minimum information that must be
~~~
included in the proposal. Failure to submit information in accordance with the RFP's requirements
and procedures may be a cause for disqualification.
Proposal Seleetio~r
Award will be based on the best-qualified proposal for the proposed design fees, general conditions,
installation fees, warranty length and quality, system monitoring options, demonstrated service
record, total cost per kWh, direct savings; 5 yeaz performance guarantee and length of payback
period. The net cost per kWh and length of payback period will be primary factors, but not the sole
considerations for awazd. A contract(s) will be awazded in accordance with the Chula Vista
Municipal Code and the Design/Build Ordinance as outlined in Section 2.57 of the Chula Vista
Municipal Code.
It is intended that any other public agency (e.g., city, county, district, public authority, public agency, municipality,
or other political subdivision of California) located in the County of Orange, San Diego, Riverside, or Los Angeles
shall have as option to procure identical equipment and services as set forth in this Proposal. The City of Chula
Vista shall incur no financial responsibility in connection with orders issued by another public agency. The
participating public agency shall accept sole responsibility for placing orders or making payments to the vendor.
Selection of either opton will have no effect on the award of this contract. This option shall not be considered in the
bid evaluation.
Project Objectives
Services required of Design/Build Teams (DBT) include providing design, installation and
commissioning ofcost-effective solaz photovoltaic systems at municipal facilities and properties in
order to reduce municipal energy costs and lower Chula Vista's greenhouse gas emissions.
Additional project objectives may include:
• Maximize the power (kW) and energy (kWh) output especially during peak demand
periods,
• Access State and Federal rebates, incentives and loans for renewable energy systems,
• Provide an incremental cost per additional kW/kWh for each option to help compaze
installation and warranty period value,
• Ensure that installed systems do not negatively impact daily operational and maintenance
activities.
• Improve the visibility of renewable energy generation in the community, and
• Provide replicable development and installation models for small and lazge conunercial
operations for future phases of the City's program.
Each proposal's solaz PV installation options should be sized, sited and oriented to maximize the
renewable energy generation potential during peak demand hours, while also minimizing the
project's payback period. Each proposal should also include a maxunum cost per kWlt (annual price
~~~~
adjustments after 18 months ofbid date not to exceed San Diego Consumer Price Index) to expand
installations over the next 5 yeazs to further offset City electricity demand and consumption.
Proposals should include PV system options for the following sites: Salt Creek & Montevalle
Recreation Centers, Loma Verde Center, Rohr Park and Public Works Corp Yazd. The City has
made every effort to select sites where it would likely install alternative energy systems,. All project
options should be able to be completed and fully operational by the end of December 2012. The
addresses, monthly energy profiles (Calendaz Year 2011), gross roof azea and gross parking lot azea
estimates of potential project sites aze outlined in ATTACHMENT B.
Proposa] Guidelirtes
The DBT should include in the proposed scope all permits and approvals from governing agencies,
all labor, taxes, incentives, services and equipment to produce fully functional and operational solar
PV systems. In addition, the proposal should include the following content:
Site Selections & System Designs
The DBT shall review the potential project sites (listed in Attachment B) to design multiple solaz PV
systems that meet the project's objectives and take into consideration the City's overall electrical
demand and load patterns, site-specific conditions, available solaz resources; applicable zoning
ordinances and other relevant factors. The design documents will detail:
• System description
• Equipment details, descriptions, maintenance requirements and warranties
• Layout of installation site(s)
• Layout of equipment
• Specifications for equipment procurement and installation
• Power and energy output
• Value of energy output
• Performance monitoring equipment
• Electrical grid interconnection requirements
The DBT shall provide design documents in hazd copy and electronic format using AutoCAD
softwaze and be suitable for submittal to the City for review and approval. The design drawings shall
include the dimensions and layout of equipment and address all code, utility interconnect, utility
shut-off and fire safety issues. The DBT shall incorporate any cost for relocating trees or replacing
any and all trees that need to be moved to accommodate solar installations or to eliminate shading
issues into their bid. Pazking lot areas disturbed during construction shall be returned to "like
condition" as it was before the work was started.
System Installations
The DBT shall posses atleast a B or C-10 Contractors license and use C-10 certified electricians for
all projects. The DBT shall supply all equipment, materials and labor necessary to install fully
commissioned solar PV systems. The DBT shall be responsible for complying with any and all State
of California and Energy Efficiency Community Block Grant product requirements. The selected
DBT will provide the City with an installation schedule that details the permitting process, delivery
of materials, construction and inspections.
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The DBT shall provide web based real-time displays at all installation sites allowing City staff to
monitor the performance of the systems, the monitoring cost is to be absorbed by the project for the
first 5 yeazs. Working with City staff, the DBT will design and produce signage to accompany the
real-time displays and to help promote the benefits of solaz PV to the community. The flat screen
display monitors should be at a minimum 18" in size and provide at ]east the following information:
daily; yearly and cumulative energy totals (kWh), cost savings totals, greenhouse gas/cazbon
reduction totals (lbs. CO>e), power output (kW) and capacity percentage. The monitors shall also
identify inverter and panel section failures whenever technically feasible. These performance metrics
should also be able to be monitored remotely at three (3) different City locations for all installed PV
systems.
The DBT shall supply and install all materials and equipment necessary to interconnect the solaz PV
systems with SDG&E's local distribution system. The DBT shall fulfill all applications, necessary to
complete the interconnection process prior to the completion ofthe system installation. All direct and
associated costs including, but not limited to, application and facility interconnection fees and other
costs paid to SDG&E shall be the responsibility of the DBT. A SDG&E Net-Metering
Interconnection Agreement is included in ATTACHMENT C for reference.
If your proposed system requires roof penetrations, you will be required to utilize a roofing
subcontractor that is approved, authorized or licensed by the roof system manufacturer in the
installation and repair of the roofing system. The roof system manufacturer must pre-approve all
roof penetrations and provide the DBT and the City with a written "Acceptance of Work" that
maintains the existing roof system warranty.
System Commissioning
The DBT shall be responsible for commissioning the systems once installed to ensure maximum
performance. Commissioning will include preparing the systems for operation, cleaning the systems,
measuring the systems' output; testing each panel for proper function and passing final inspections to
comply with permit and/or code requirements and to meet applicable incentive program performance
requirements.
Operations & Performance
The DBT shall provide the City three (3) sets of site-specific operation, maintenance and parts
manuals for the installed solar PV systems. The manual's scope should include maintenance
schedules, trouble-shooting tips and safety precautions specific to each site and its specific
equipment. Within ten (I 0} days of completing the commissioning of the new solaz PV systems, the
DBT shall train City personnel in all aspects of routine operation, maintenatce and safety of the PV
system(s); as well as the monitoring systems.
The DBT shall guazantee the performance of the entire solar PV system package (i.e. panels.
inverters, wiring; monitors, support structures etc.) for at least the length of the full payback
period after successful commissioning of the systems. This will include a minimum of tv`~o(
2) yeazly cleanings to keep each site's entire installed system in top performance. In
addition, the Ciiy expects al] materials to meet minimum applicable federal azmd state
s
y-s~
warranty standazds with minimum inverter warranties often years and solaz cell warranties of
at least 25 years.
The City of Chula Vista emphasizes the use of local retailers, suppliers, manufacturers, and
employment in its energy upgrade projects. As such, contractors aze asked to outline how
they will incorporate these local economic development components into their proposal.
Project requires "Buy American" compliance as outlined in the American Recovery &
Reinvestment Act and Davis Bacon Act compliance (latest wage report attached).
ATTACHMENT D
A. Project Control (All Phases)
The DBT shall develop and implement the following Project Management Plan and Procedures:
1. Monthly project status reports (including schedule and budget updates)
2. Coordination interface with the City and its other consultants/contractors
3. Progress meetings
4. Interface and communicate with other agencies, as directed by the City.
~. Vendors and subcontractors management
6. Document control
7. Schedule and budget control
8. Quality assurance and qualit)~ control
B. Design Phase Services
Utilizing the City s required standard specifications; facility program requirements, Federal, State
and local laws, and City performance and design criteria, approved planning documents (if
available); and reports that will be identified in the Design/Build contract for a typical project, the
DBT will:
Prepare, submit and receive City approval for any site-specific planning/environmental
documents, if required.
Z. Prepare design development and construction drav/ings and specifications suitable for
obtaining City approval and issuance of permits to allow for construction.
3. Complete the design for all elements of the projects, including but not limited to: landscape
azchitectural, architectural design, civil engineering; structural engineering, mechanical
design, electrical design and any specialty consulting area.
4. Incorporate the requirements of permitting agencies as may become apparent in the course of
design. The DBT shall apply for and secure all permits and provide all necessary reports,
studies and support required to obtain all required permits. In addition, the DBT shall
reseazch Air Pollution Control District and noise abatement requirements, along with any
y-6~
hazazdous materials management requirements of NFPA, Ca]-OSHA and the City Fire
Department. The DBT shall develop all appropriate environmental plans, including but not
limited to, an air pollution control plan, a noise abatement plan and a hazardous materials
management plan. The DBT shall submit and obtain approval of an application for Storm
Water Pollution Prevention Plan to the appropriate authority. If required; the DBT shall
incorporate appropriate facilities in the design. Contractor will comply with City standazds
for recycling of unused packing and discazded materials using the "Green Halo" waste
tracking program.
5. Conduct site surveys and geotechnical investigations to the extent necessary for final design.
Survey and geotechnical information to be provided by the City may be preliminary in nature
and may not have sufficient accuracy or scope to support final design.
6. Prepaze cost estimates throughout all phase of project development.
Perform avalue-engineering reviews to reduce cost/and or add value, utilizing all team
members and City resources. Include recommendations to maximize energy efficient and
build a "green' or low-pollution project. Prepaze a Value Engineering Report of all
considerations, recommendations and decisions. The goal is to maximize the quality of
construction at a cost equal to or below the Project Budget.
8. Perform Quality Control (QC) Review of the Drawings and Specifications throughout all
phases in order to correct errors and omissions and reduce the quantity of Change Orders
during the course of construction. Include a detailed review of drawings and designs relative
to Code Compliance Laws. Organize and publish detailed QC Reports based on all findings.
9. Establish a Critical Path Method (CPM) Construction Schedule. Monitor and update to keep
the project on schedule.
10. Establish a bidding strategy. Identify, contract, and procure long lead items. Create early bid
packages where applicable.
11. Provide construction cost control estimates during the design to support value engineering
and constmctability reviews.
12. Identify all permit requirements and prepaze applications and support documents necessary
for obtaining all permits. Permit fees aze not a part of the cost of construction of the project.
13. The DBT shall be required to provide a cost estimate that will be used to establish a
Guaranteed Maximum Price (GMP). Any savings at the end of the project will be split 80%
owner 20 % contractor, this does not include the unspent portion of the established project
contingency.
14. During the bidding of the Project, the DBT shall perform if appropriate:
7
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a. Create appropriate subdivisions of work into Bid Packages that reflect the major items of
work. A detailed scope of work will be included with all bid packages.
b. Secure a minimum of three complete and competitive bids for each package.
c. Receive and resolve all RFI's and bid questions.
d. Schedule meetings with the City to open and review bids for each subdivision of work.
Review bids in detail. Clarify Scopes of Work, exclusions, etc. Ensure bids match DBT
Scope of Work.
e. Provide cost spreadsheets which compaze actual bids to cost estimates.
I5. Prepaze draft Operations Manual Index to serve as the basis for preparing the final operations
Manual during the construction phase.
C. Construction Phase Services
The DBT shall construct the facility in accordance with the approved construction drawings,
specifications and associated permits. The DBT shall also:
1. Conduct weekly team meetings with the City and appropriate design team members during
the course of construction to review the status of the project.
2. Ensure the workmanship and materials provided are in accordance with the Project
Specifications and the Architects meet or exceed quality construction industry standards for
this type of work.
3. Provide list of required shop drawing submittals. Review shop-drawing submittals for
technical and code compliance. Provide copy to the City for review and comment.
4. Provide resident engineering; contract administration, and inspection staff, including
specialists necessary for the functional. safe, on budget and on-schedule completion of the
Project, starting with the issuance of a Notice to Proceed from the City and extending
through issuance of Notice of Completion and Acceptance. City staff will also perform
inspection to verify compliance with the plans and speci&cations, permits and contract
documents.
5. Ensure construction compliance with applicable local, state. and federal codes, building and
environmental permit requirements; and construction mitigation documents and enforcement
of the Contract Documents.
6. Purchase and install all necessary equipment and witness all factory and field component,
equipment and system testing as required by the project Contract Documents.
7. Submit the proposed QA/QC Plan to the City for review. The Plan shall not be implemented
without written approval of the City.
y-~2
8. Provide surveying, and other contracted services as required completing projects
construction. Coordinate City contracted testing and inspection services during the course of
construction.
9. Develop, implement and manage a construction phase Quality Assurance/Quality Control
(QA/QC). The Plan shall include but not be limited to; 1) a statement and definition of
QA/QC goals; 2) an identification of QA/QC criteria and elements; 3) development of the
project QA/QC implementation plan; 4) development of the QA/QC materials, components;
equipment and system testing plans; and; 5) enforcement of the plans and specifications.
10. Be responsible for preparing the Critical Path Method (CPM) schedule utilized during the
project construction and startup activities. Use Microsofr Project scheduling software
consistent with the City reporting system.
11. Develop aproject-specific Plan for defining, tracking and reporting cash flow activity
requirements and submit such plan to the City for review and approval prior to
implementation.
12. Develop aproject-specific Change Order Administration Plan for review and approval by
the City. Upon written approval of the Plan, the DBT shall initiate implementation. The
Plan shall define the required Change Order procedures, including requirements for
requesting; developing, approving, and filing.
13. Implement and maintain an internal records management and document control system as
required to support project operations. The DBT shall provide records management and
document control information in a manner consistent with the citywide Prolog Management
reporting/filing system.
14. The DBT shall develop an on-site Project Safety Plan for review and approval by the City.
The DBT shall administer and enforce the City approved on-site Project Safety Plan for the
Project. The DBT shall monitor and enforce construction responsibility for safety and health
issues relating to all workers at the Project Site. This shall include workers in direct
employment to the Contractor and workers involved in a subcontracting, equipment supply;
or any other project-related oral or written arrangement with the DBT.
I ~. Report accidents; claims, and other on-going safety related issues to the City in a manner
consistent with Citywide reporting systems.
y-63
D. Operations and Startup Phase Sen~ices
1. The DBT shall prepaze, submit for City review and written approval a Project Startup and
Testing Plan for the Project. The DBT shall fully imp]ement the plan.
?. The DBT shall conduct Operator Training Sessions for personnel.
3. The DBT shall supervise, manage, and coordinate al] project startup and testing activities for
all systems.
4. Provide operation and maintenance manuals for equipment purchase and installed by DBT.
5. The DBT shall report progress of project startup and testing to the City in a manner
consistent with the City's reporting system.
6. The DBT shall coordinate and expedite record drawings and specifications.
7. The DBT shall prepaze close out reports and final accounting spreadsheets per site in
electronic format on CD's
Post Construction: DBT shall coordinate an 11-month walk through of the Project to review
guarantee/warranty items. DBT shall coordinate all corrective work with the responsible
parties and the City. The DBT shall report to the City all guazantee/warranty disputes. The
DBT shall proceed to resolve such disputes after having submitted to the City for review and
approval the DBTs approach for obtaining resolution of the dispute.
III DESIGN BUILDER SELECTION PROCESS
Candidates will compete first on the basis of experience. design talent, past performance; resources,
construction and management skills, selection may not be based solely on lowest pricing submitted.
Contracts will be awazded in accordance with the Chula Vista Municipal code and the Design/Build
ordinance as outlined in Section .257 of the Chula Vista Municipal Code.
IV REQUEST FOR PROPOSALS SCHEDULE
The following schedule applies to the solicitation; receipt and evaluation of the Proposals, Statement
of Qualifications (SOQ) and the selection of the DB. This RFP schedule is subject to modification in
the Citys sole discretion:
Advertise and Issue RFP November _7, 2011
Proposals & SOQ Due November 29, 20l I
City conducts Interviews with Qualified Candidates December 7,_201 I
Award Contract December_I~; 2011
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V PUBLIC DISCLOSURE
Under the California Public Records Act Under the California Public Records Act (California
Government Code Section 6250 et seq.) records in the custody of a public entity generally have to be
disclosed unless the information being sought falls into one or more of the exemptions to disclosure
set out in Government Code Sections 6254 through 6255. The cover letter of the submittal should
contain a pazagraph that states whether or not DBT believes that its submittal does or does not
contain information that falls into one ofthe exemptions of Government Code Sections 6254 through
6255 and whether or not DBT considers such information to be confidential.
In the absence of a declaration; City may be obligated to disclose proposal to any party that requests
it. Regazdless of assertions of confidentiality, proposal contents may still be disclosed if City, or a
court with jurisdiction, determines that such proposal is a public record requiring disclosure.
VI SUBMITTAL REQUIREMENTS
All potential bidders must submit written requests for information which will allow the City
to clazify any questions about the RFP's scope and content.
The submittal deadline is November 29, 20] 1, no later than 2:00 P.M. (PST) at the City of
Chula Vista, Public Services Building-Engineering Department, 276 Fourth Avenue Bldg.
200 Chula Vista, CA 91910.
3. Five (5) single-spaced copies, no more than 20 pages in length excluding exhibits and
appendices, aze required for submittal. Submittals should be as brief as possible, while
adequately describing how the DBT will approach the design build work program. Statement
of Qualifications (SOQ) shall include:
A letter of interest
Understanding the project development process
Summary of Qualifications
Organizational Chart for project Team
Detailed Design Build Fee Structure
Resume (of key DB members)
Detailed Design Build experience
Client References
Schedule of Rates
Insurance Certification
4. The submittal should focus on previous experience developing public projects as well as
knowledge of issues germane to lazge scale development projects, a demonstrated ability to
implement creative solutions to complex planning issues and a demonstrated abilit)~ to
11
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complete complex tasks within the parameters of a fast-paced performance schedule and
within the terms of the contract.
The submittal shall also provide the name, title, address, and telephone number of
individual(s) with authority to negotiate for the candidate and also who may be contacted
during the period of submittal evaluation.
6. Statement of the DBT's ability, if selected, to enter into a City contract with the City of
Chula Vista, and ability to avoid conflicts of interest on this or any other public or private
projects.
Other Information
a. Description of insurance coverage for prime respondent and co-venture partner(s) (types
of coverage and policy limits, deductible, exclusions, and outstanding claims).
b. Description of in-house resources for prime respondent and co-venture partner(s) (i.e.,
computer capabilities, software applications, model protocol, and modeling programs,
etc.)
c. Respondents should provide prior to awazd of contract, on a strictly confident basis, the
following information:
^ Audited financial statement for the last three years
^ List of projects completed in the last 5 years
^ List of projects currently under development; or construction with status,
development schedule and financial commitment
^ List of projects currently involved in litigation or unresolved claims for the contract
8. Incomplete submittals, incorrect information, or late submittals may be cause for immediate
disqualifications.
VII CONTRACT T1;RMS AND CONDITIONS
City retains the right to reject any or all submittals. All respondents should note that the execution of
any contract pursuant to this RFP is dependent upon the approval of the Chula Vista Cit)~ Council in
its sole discretion.
Selection is also dependent upon the negotiation of a mutually acceptable contract with the
successful respondent. The contract shall be prepared on a form acceptable to the City. The form of
compensation shall be negotiated. The City reserves the right to propose a vaziety of compensation
structures, including: 1) time and materials not to exceed, 2) guaranteed lump sum, and 3) percentage
of project costs.
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City reserves the right on a project specific basis to request insurance including but not limited to
increased limits of Liability coverage, CA admitted tamers A.M. Best rated no less than A V,
Additional Insured Endorsement which does not exclude Completed Operations, Excess Liability,
Pollution Liability, E&0 /Professional Liability Extended Reporting Period excess of 2 years,
Completed Operations Coverage of up to ten years, Contractor Controlled or "Wrap Up'' Insurance
Program, Bonds.
Each submittal shall be valid for not less than one hundred and twenty (120) days from the date of
receipt. The firm(s) selected to perform the work described in this RFP will be required to provide
minimum evidence of insurance as follows:
Commercial General Liability insurance, ISO CG 0001 Occurrence form, with limits of not
less than $2,000,000 per occurrence per project. Policy to include endorsement naming City
of Chula Vista, its officers, officials, employees and volunteers as Additional Insured against
all liability of the DB, its subcontractors, and its authorized representatives, arising out of, or
in connection with, the performance ofwork under the contract with the City. Policy is to be
endorsed to state it is Primary to any other insurance available to the City of Chula Vista and
that insurer will provide THIRTY (30) days written notice to the City Clerk of the City of
Chula Vista of cancellation or material change.
2. Commercial Automobile Liability Insurance, ISO CA 0001 form, Any Auto code, with a
combined single limit of not less than $2,000,000,_covering bodily injury and property
damage for owned, non-owned and hired automobiles; and name the City, its officers,
officials, employees and volunteers as additional insureds.
Workers' Compensation and Employer s Liability insurance, for al] employees who are
normally engaged in Work at the Project Site, with Statutory Limits for Workers'
Compensation and not less than Employer's Liability limit for Bodily injury by Accident
$2,000,000, each accident Bodily Injury by Disease $2,000,000, Bodily Injury by Disease
$2,000,000. A Waiver of Subrogation shall be endorsed to the policy naming the City of
Chula Vista.
4. Professional Liability insurance shall be required of said firm for professional liability or
errors and omissions insurance with a per claim limit of not less than $2,000,000 for services
performed by the Design contractors and any subcontractors performing design services. The
policy shall contain azi extended reporting period of not less than 2 years.
5. Builder s Risk Property Insurance may be provided by the City. The DB will add the City;
its officials, officers, employees and volunteers as Loss Payee. The insurance shall waive
any right of recovery under subrogation for those insured under this policy. The limit is to
reflect full replacement cost of hard cost construction values. Perils are to be all risk
excluding Earthquake and Flood. Perils are to include any transportation risk but is to
exclude any equipment, machinery, tools, or property of similar nature, owned, rented or
used by DB or contractors.
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6. Other Provisions. Prior to beginning Work under the Agreement, each and every contractor
of any tier shall famish Certificates of Insurance satisfactory to the City. All such certificates
will contain at least the following provisions:
a. Thirty (30) days written notice to the City prior to any cancellation, non-renewal or materials
reduction in coverage.
b. The words '`will endeavor" and "but failure to mail such notice shall impose no such
obligation or liability of any kind upon the company, its agents or representatives' will be
deleted from the certificate.
c. Throughout the life of the Agreement, each and every contractor of any tier shall pay for and
maintain in full force and effect, with an insurer authorized by the California Insurance
Commissioner to do business in the State of California, the policies e~ridenced herein.
The City reserves the right to modify the insurance requirements or to substitute project insurance
during contract negotiations.
Bonds may be required for individual projects as required by City Policy.
End of Regzzest fa• Proposals
14
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ATTACI~I~IENT A
ELECTRICAL SAFETY AND TRAINING SPECIFICATIONS
/`15
7 ~~~
ATTACHMENT B
POTENTIAL SITES
16
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ATTACHMENT C
SDG&E NET METERING AGREEMENT
17
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ATTACHI~~NT D
SAMPLE DESIGN BUILD AGREEMENT
-is
~`/Z
RESOLUTION NO. 2012-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA (1) ESTABLISHING A NEW CAPITAL IMPROVEMENT
PROJECT ENTITLED "MUNICIPAL SOLAR PHOTOVOLTAIC -
PHASE II" (GG206), (2) AMENDING THE FY2011-12 CAPITAL
IMPROVEMENT PROGRAM ACCORDINGLY, (3)
APPROPRIATING $9,889 IN UNANTICIPATED REVENUE TO
GG206, AND (4) APPROVING A DESIGN BUILD AGREEMENT
WITH SULLIVAN SOLAR POWER OF CALIFORNIA INC. FOR
THE MUNICIPAL SOLAR PHOTOVOLTAIC -PHASE II PROJECT
(GG206)
WHEREAS, renewable energy is an integral component of the City's climate
action and energy management initiatives, as highlighted in the Chula Vista Municipal
Building Energy Efficiency Policy (2005) and revised Climate Action Plan (2008); and
WHEREAS, Chula Vista has installed approximately 500 kW of renewable energy
at 13 facilities representing about 5% of overall municipal energy use; and
WHEREAS, these systems have aState-mandated minimum 25-year warranty and
reduce the City's long-term energy costs by offsetting utility-supplied electricity; and
WHEREAS, the City released a Request for Proposals (RFP) on November 7, 2011
for design-build services to further develop and construct municipal renewable energy
systems (lrnown as the Municipal Solar Photovoltaic-Phase II Project); and
WHEREAS, the City received and reviewed six contractor bids for the project and,
after interviewing all six contractors by amulti-department City team, further evaluated based
on but not limited to proposed project cost, system energy production, system performance
guarantees, equipment warranties, and operation & maintenance services.
WHEREAS, Sullivan Solar Power's proposal provided the best choice of installation
options, a l0yeaz performance guazantee, an optional l0yeaz service warranty, and was rated
number one with the lowest price per Kw @ $3.75 compazed to the other companies; and
WHEREAS, the City team selected Sullivan Solar Power of Califomia Inc. as the
candidate that best met all the qualifications outlined in the RFP; and
WHEREAS, staff is proposing to enter into a $4,933,162.50 Design-Build
Agreement with Sullivan Solar Power of Califomia Inc. to install up to 1.2 MW (estimate)
of Solar PV arrays at 6 municipal sites; and
WHEREAS, up to $9,889 of unanticipated revenue (from past energy retrofit
projects' utility incentives) will be used for the Municipal Solar Photovoltaic-Phase II
Project's initial design costs; and
~~~~
Resolution No.
Page 2
WHEREAS, once the project's design is finalized, the Municipal Solar
Photovoltaic-Phase II Project will be presented to City Council again for final
consideration -including the contract's "Gross Maximum Price" (GMP) and the Clean
Renewable Energy Bond (CREB) package; and
WHEREAS, CREBs are special subsidized bonds that allow local governments to
access "below market" interest rates to fund renewable energy projects, because the federal
government directly subsidizes 70% of the interest for the issuer; and
WHEREAS, the bond debt service is repaid through the renewable energy project's
resulting energy cost savings; and
WHEREAS, the Municipal Solar Photovoltaic-Phase II Project is estimated to
generate approximately 1.9 million kWh annually (equivalent to $235,000 in annual
energy cost savings) and to leverage approximately $1.3 million in additional utility
incentives.
NOW, THEREFORE, the City Council of the City of Chula Vista does hereby
resolve that it:
1. Establishes a new Capital Improvement Project entitled "Municipal Solar
Photovoltaic-Phase II" (GG206),
2. Amends the Fiscal Year 2011-12 Capital Improvement Program
accordingly,
3. Appropriates $9,889 in unanticipated revenue to GG206, and
4. Approves a Design-Build Agreement with Sullivan Solar Power of
California Inc. for the Municipal Solar Photovoltaic-Phase II Project.
Presented by
Richard A. Hopkins
Director of Public Works
Approved as to form by
/- ~~ '
Glen R. o 'ns
City Attorne
y -~~
~wisea ~/~~rz
RESOLUTION NO.2012-
RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CHULA
VISTA (1) ESTABLISHING A NEW CAPITAL IMPROVEMENT
PROJECT ENTITLED "MUNICIPAL SOLAR PHOTOVOLTAIC -PHASE
II" (GG206), (2) AMENDING THE FY2011-12 CAPITAL IMPROVEMENT
PROGRAM ACCORDINGLY, (3) APPROPRIATING $9,889 IN
UNANTICIPATED REVENUE TO THE "CIP PROJECT EXPENDITURES"
BUDGET CATEGORY OF THE AMERICAN RECOVERY &
REINVESTMENT ACT FUND, AND (4) APPROVING A DESIGN BUILD
AGREEMENT WITH SULLIVAN SOLAR POWER OF CALIFORNIA INC.
FOR THE MUNICIPAL SOLAR PHOTOVOLTAIC -PHASE II PROJECT
(GG206)
WHEREAS, renewable energy is an integral component of the City's climate action and
energy management initiatives, as highlighted in the Chula Vista Municipal Building Energy
Efficiency Policy (2005) and revised Climate Action Plan (2008); and
WHEREAS, Chula Vista has installed approximately 500 kW of renewable energy at 13
facilities representing about 5% of overall municipal energy use; and
WHEREAS, these systems have aState-mandated minimum 25-year warranty and reduce
the City's long-term energy costs by offsetting utility-supplied electricity; and
WHEREAS, the City released a Request for Proposals (RFP) on November 7, 2011 for
design-build services to further develop and construct municipal renewable energy systems (known
as the Municipal Solar Photovoltaic-Phase II Project); and
WHEREAS, the City received and reviewed six contractor bids for the project and, after
interviewing all six contractors by amulti-department City team, further evaluated based on but not
limited to proposed project cost, system energy production, system performance guarantees,
equipment warranties, and operation & maintenance services.
WHEREAS, Sullivan Solaz Power's proposal provided the best choice of installation
options, a 10-year performance guarantee, an optional 10-year service warranty, and was rated
number one with the lowest price per kW @ $3.75 compazed to the other companies; and
WHEREAS, the City team selected Sullivan Solar Power of California Inc. as the candidate
that best met all the qualifications outlined in the RFP; and
WHEREAS, staff is proposing to enter into a $4,933,162.50 Design-Build Agreement
with Sullivan Solar Power of Califomia Inc. to install up to 1.2 MW (estimate) of Solar PV arrays
at 6 municipal sites; and
Resolution No.
Page 2
WHEREAS, up to $9,889 of unanticipated revenue (from past energy retrofit projects'
utility incentives) will be used for the Municipal Solar Photovoltaic-Phase II Project's initial
design costs; and
WHEREAS, once the project's design is finalized, the Municipal Solar Photovoltaic-
Phase II Project will be presented to City Council again for final consideration -including the
contract's "Guaranteed Maximum Price" (GMP) and the Clean Renewable Energy Bond
(CREB) package; and
WHEREAS, CREBs are special subsidized bonds that allow local governments to access
"below mazket" interest rates to fund renewable energy projects, because the federal government
directly subsidizes 70% of the interest for the issuer; and
WHEREAS, the bond debt service is repaid through the renewable energy project's
resulting energy cost savings; and
WHEREAS, the Municipal Solar Photovoltaic-Phase II Project is estimated to generate
approximately 1.9 million kWh annually (equivalent to $235,000 in annual energy cost savings)
and to leverage approximately $1.3 million in additional utility incentives.
NOW, THEREFORE, the City Council of the City of Chula Vista does hereby resolve
that it:
1. Establishes a new Capital Improvement Project entitled "Municipal Solar
Photovoltaic-Phase II" (GG206),
2. Amends the Fiscal Year 2011-12 Capital Improvement Program accordingly,
3. Appropriates $9,889 in unanticipated revenue to the "CIP Project Expenditures"
Budget category of the American Recovery & Reinvestment Act Fund, and
4. Approves aDesign-Build Agreement with Sullivan Solar Power of California Inc.
for the Municipal Solar Photovoltaic-Phase II Project.
Presented by
Approved as to form by
~~
Richard A. Hopkins Glen R.
Director of Public Works City At